Operator: Greetings, and welcome to the Terex Q3 2026 Results Conference Call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If you would like to ask a question, please press star one to raise your hand. To withdraw your question, press star one again. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Drew Konop, Vice President of Investor Relations. Drew, please go ahead.
Drew Konop: Good morning and welcome to the Terex Q3 2026 earnings conference call. A copy of the press release and presentation slides is posted on our investor relations website at investors.terex.com. In addition, the replay and slide presentation will be available on our website. We are joined today by Simon Meester, President and Chief Executive Officer, and Jennifer Kong-Picarello, Senior Vice President and Chief Financial Officer. Their prepared remarks will be followed by Q&A. Please turn to slide nine of the presentation, which reflects our safe harbor statement. Today's conference call contains forward-looking statements, which are subject to risks that could cause actual results to be materially different from those expressed or implied. These risks are described in greater detail in our earnings material and in reports filed with the SEC.
Drew Konop: On this call, we will be discussing non-GAAP financial information, including adjusted figures that we believe are useful in evaluating the company's operating performance. Reconciliations of these non-GAAP measures can be found in the conference call materials. Please turn to slide three, and I'll hand it over to Simon.
Simon Meester: Thanks, Drew. Good morning and thank you for joining us. Today, I'll cover our Q3 performance, the demand environment across our businesses, and our updated full-year outlook. I'll also discuss the process around the separation of the Aerials segment before Jen takes you through the financial results in more detail. At a consolidated level, Terex delivered higher sales, Adjusted EBITDA, and cash flow in Q3 versus prior year, while expanding margins and further strengthening the balance sheet. Sales of $2.2 billion increased approximately 12% year-over-year, and Adjusted EBITDA of $286 million rose approximately 14% on a pro forma basis. Materials Processing and Specialty Vehicles delivered strong performance. Aerials improved again sequentially, and Environmental Solutions continued investing in Utilities capacity to support rapidly growing customer demand. Consolidated earnings also increased sequentially despite slightly lower sales, demonstrating improving execution and earnings conversion.
Simon Meester: Order activity improved significantly during the quarter, with pro forma orders up 53% year-over-year and backlog reaching $7 billion. Bookings were higher in all four segments and orders exceeded sales in Materials Processing, Specialty Vehicles, and Environmental Solutions. Consolidated book-to-bill was approximately 103%, which is greater than our typical seasonality, providing an optimistic forward outlook across the portfolio. Specialty Vehicles continues to provide particularly good forward visibility. Materials Processing backlog reached a two-year high, and Environmental Solutions backlog increased from the Q2. Jen will cover the segment-level bookings and backlog trends in more detail later. Turning to slide four. The underlying demand drivers remain attractive across infrastructure, utilities, power, and data centers, while municipal replacement demand supports fire and emergency equipment in the United States. Refuse collection vehicle demand is improving sequentially.
Simon Meester: US commercial and residential construction remain below historical levels, but have largely stabilized, while Europe is mixed. Turning to execution on slide five. We are making progress integrating the expanded portfolio. With foundational work across all work streams now completed, more of our attention is shifting towards value capture. The launch of our centralized procurement organization was an important next step. By coordinating sourcing across the enterprise, we can better leverage our scale, simplify the supply base, and reduce product complexity. These actions should support our synergy commitments and enhance earnings power over time. We are also applying a more consistent execution discipline across the company. As integration activities mature, our focus is increasingly shifting towards operational improvement opportunities. We are deploying proven operating practices, digital manufacturing tools, and standardized operating routines to improve throughput, productivity, and quality. Early results are encouraging, and we see a growing synergy pipeline.
Simon Meester: As reflected in the results I outlined earlier, that operating discipline supported growth and margin expansion in Materials Processing and Specialty Vehicles, as well as sequential improvement in Aerials. In Environmental Solutions, demand remains healthy, and we are expanding Utilities production capacity to support secular growth. As expected, the expansion created temporary ramp-up inefficiencies that affected near-term profitability. The team, however, is making progress improving production flow, throughput, and cost absorption, and we remain confident in the long-term opportunity to accelerate earnings. Alongside these operating initiatives, we continue to invest in our strongest businesses and brands through product development and innovation. Heil recently introduced its next generation automated side loader for residential refuse collection.
Simon Meester: It was designed to improve safety, efficiency, and productivity while establishing a foundation for fully autonomous operation when paired with our 3rd Eye digital offering. Finlay also introduced Elektro, a new range of hybrid crushing equipment designed to reduce fuel consumption and operating costs while supporting more sustainable customer operations. Our commitment to product development is also receiving external recognition. Earlier this month, Genie's next-generation slab scissor lifts were named Product of the Year in the scissors lift and vertical mast category, reflecting our continued focus on quality, productivity, and total cost of ownership for customers. The Q3 also marked significant milestones for several of our brands, including the 60th anniversaries of Powerscreen and Genie, and the 50th anniversary of Road Rescue ambulances. These milestones reflect decades of customer relationships, large installed bases, and application expertise that support repeat purchases, aftermarket growth, and enduring brand value.
Simon Meester: At the same time, we continue to simplify the portfolio and direct investment where we see the greatest long-term opportunity. The exits from Capacity and Laymor further reduce complexity and cyclicality and allow us to concentrate resources on businesses with stronger market positions and more attractive long-term returns. Combined with our cash generation, these actions preserve our capacity to return capital to shareholders. With that strategic and operating context, let me turn to our updated full-year outlook. Based on our Q3 results and updated expectations, we are refining our full-year outlook. We now expect sales in the range of $8 billion to $8.2 billion and adjusted pro forma EBITDA of $930 million to $960 million, reflecting typical Q4 seasonality. The updated outlook reflects our current assumptions for Q4 demand, production, and costs.
Simon Meester: Looking beyond the near term, integration savings, operating improvements, and portfolio mix provide a foundation for sustainable earnings growth. Before turning it over to Jen, I want to update you on the Aerials separation process. Since our last update, we have made good progress, advanced the carve-out work, and moved from evaluating inbound interest to active engagement with multiple strategic counterparties. While the process continues, the team remains focused on serving customers, growing the business, and improving performance. Our priority is to achieve a successful outcome that reflects Genie's strong brands, global footprint, and differentiated products, and maximizes value for Terex shareholders. Given the active nature of the discussions, we will not comment on individual counterparties or establish a specific timeline.
Simon Meester: Across Terex, our focus remains straightforward, advanced operating performance, realize the synergies of the transformed portfolio, and translate the strength of our brands and end markets into higher earnings and cash flow. With that, I will turn it over to Jen to walk through the financials and our updated outlook in more detail.
Jennifer Kong-Picarello: Thank you, Simon, and good morning, everyone. Let us review our Q3 results, starting with consolidated performance on Slide six. Consolidated sales, including Specialty Vehicles, were $2.2 billion, up $810 million or 58% as reported. On a pro forma basis, excluding the sale of the Cranes and Midwest businesses, sales grew $229 million or 11.6%, as growth in Aerials, Materials Processing, and Specialty Vehicles more than offset lower sales in Environmental Solutions. Adjusted EBITDA margin was 13%, compared with 12.8% on a pro forma basis in the prior year. Adjusted EBITDA rose $35 million to $286 million, supported by higher sales, operation execution, and realized synergies, which more than offset year-over-year tariff and inflation headwinds. Adjusted diluted EPS was $1.50. Higher volume, synergies, and operation execution drove improved earnings, while working capital efficiency supported stronger cash generation.
Jennifer Kong-Picarello: As a percentage of sales, net working capital was 15%, compared to 18.1% a year ago on a pro forma basis, primarily driven by lower inventory and the merger with REV Group. We generated $241 million of operating cash flow and $209 million of free cash flow during the quarter. Capital expenditures of $32 million included maintenance and growth investments aimed at increasing production at select sites, efficiency, and safety. Net debt at quarter end was $2.2 billion, including $407 million of cash on hand, and net leverage was 2.3x net debt to 12 months Adjusted EBITDA on a pro forma basis. During the quarter, we returned $91 million to shareholders, including $72 million of share repurchases and $19 million of regular cash dividends. In addition, we paid down $113 million of debt.
Jennifer Kong-Picarello: Finally, the board approved a new $500 million share repurchase authorization, adding to the $111 million remaining under our prior authorizations as we exited the Q3 for a total of $611 million capacity. The new program provides management flexibility to remain opportunistic within a balanced capital allocation framework. Turning to segment performance, starting with Environmental Solutions on slide 7. Environmental Solutions sales decreased $35 million, or 8% from the prior year to $400 million. The decline was driven by industry channel adjustments in refuse collection vehicles, partially offset by healthy demand and higher shipments in parts, Utilities. Utility sales benefited from the expansion at the Birmingham facility, where Waukesha is transitioning from a service center to a full installation facility. The segment reported an Adjusted EBITDA margin of 13.3%, down 390 basis points year-over-year.
Jennifer Kong-Picarello: The decline was primarily due to the unfavorable mix from higher Utility sales, inefficiencies related to the Waukesha production ramp, and lower volume absorption in ES. Moving to Materials Processing on slide eight. Materials Processing sales grew 11.3%, or $44 million to $434 million, driven by healthy equipment utilization and demand, particularly for mobile crushers and screeners in the US, supported by infrastructure, data center, and other construction projects. Adjusted EBITDA margin expanded 530 basis points to 19.3%, driven by higher shipment volume, favorable mix, price cost discipline, and improved absorption related to higher production volumes. Turning to Specialty Vehicles on slide nine. Specialty Vehicles sales rose $49 million, or 8.1%, to $657 million, driven by increased sales of fire apparatus and to a lesser degree, recreation vehicles.
Jennifer Kong-Picarello: Specialty Vehicles Adjusted EBITDA margin improved 300 basis points to 16% compared with last year, supported by favorable mix, operating efficiencies, and price cost discipline, partially offset by inflationary pressures. Turning to Aerials on slide 10. Aerials sales grew 32% year-over-year to $709 million, driven largely by national account demand in the US associated with large infrastructure projects. Adjusted EBITDA margin was 8.7% in the quarter, down 180 basis points from the prior year when tariff impacts were lower, but 300 basis points higher versus the Q2 due to higher production volumes and cost reduction actions. Mitigation actions were partially offset by unfavorable customer mix, tariffs, and other inflationary pressures. Turning to bookings on slide 11. Consolidated Q3 bookings were $2.3 billion, up $781 million, or 33% year-over-year on a pro forma basis with growth across all four segments.
Jennifer Kong-Picarello: In addition, the bookings for all segments are trending up, providing us with an optimistic outlook for future demand. In Environmental Solutions, the timing of the bookings explains the modest sequential sales increase outlook for the Q4. Segment bookings increased 14% year-over-year to $445 million, led by 36% growth in ESG, where bookings reached a seven-quarter high as refuse collection vehicles orders improved for a second consecutive quarter. Utility demand remains healthy, although production ramp-up inefficiencies continue to limit near-term shipments. We are now seeing a full-year sales outlook for the segment to be approximately flat year-over-year. In Materials Processing, broad-based demand and a two-year high backlog support our existing full-year forecast. Q3 bookings grew 41% on a pro forma basis to $511 million, with gains across each vertical and notable increase in concrete equipment orders.
Jennifer Kong-Picarello: Backlog nearly doubled to $676 million, its highest level in two years, providing approximately five months of coverage. We continue to expect low double-digit sales growth for the year. In Specialty Vehicles, demand remains healthy, where normal Q4 seasonality impacts sequential sales. Q3 bookings rose 30% year-over-year to $665 million, with growth across all end markets. Notably, backlog grew even as throughput and sales increased approximately 8% versus the prior year, reflecting continued strong demand. To further shorten lead times and reduce backlog, we are expanding capacity in a measured way with the first units from the newly expanded Brandon facility expected to ship in the Q4. Q4 sales are typically lower because of fewer inspections and delivery days around the holidays, and we expect a typical approximately 15% sequential decline.
Jennifer Kong-Picarello: Our high single-digit full-year sales growth outlook remains unchanged despite the impact of Capacity Laymor divestiture. Finally, in Aerials, large project orders and a higher backlog support our full-year sales outlook. Q3 bookings rose 194% year-over-year to $646 million, primarily attributable to national customers serving large infrastructure projects. Backlog increased $455 million from the prior year to $852 million, supporting confidence in future demand. Based on year-to-date results and current bookings and backlogs, we are maintaining our prior outlook for low double-digit revenue growth, which we approximate as mid-teens. Now turn to slide 12 for our updated 2026 consolidated outlook. Our outlook incorporates the current portfolio, normal Q4 seasonality, the Environmental Solutions production ramp, tariffs, and overall inflationary environment. It excludes cost to achieve synergies, purchase accounting adjustments, and other non-recurring items. Today, we are refining our full-year outlook.
Jennifer Kong-Picarello: We now expect 2026 pro forma sales growth of approximately 8% at a midpoint, with sales ranging from $8 billion to $8.2 billion. Stronger year-to-date performance in Materials Processing and Specialty Vehicles, together with realized synergies, is partially offset by lower near-term expectations in Environmental Solutions and Q4 seasonality in Aerials. Pro forma EBITDA is expected to grow approximately 10% year-over-year to a range between $930 million and $960 million, excluding Capacity Laymor, representing an 11.7% EBITDA margin at the midpoint. Our EBITDA outlook includes approximately $28 million of realized synergies in line with our commitment at the beginning of the year. We anticipate interest and other expenses to be approximately $180 million, based on average debt outstanding of $2.6 billion. The effective tax rate for the full year is now 19%, benefiting from effective tax planning.
Jennifer Kong-Picarello: This results in expected 2026 EPS of $4.80 to $5, including the typical seasonal step down in the Q4. Finally, we are raising our free cash flow outlook to $360 million to $400 million for 2026, reflecting net working capital efficiency and an updated CapEx outlook of $145 million for the full year. With that, I will turn it back to Simon for his closing remarks.
Simon Meester: Thanks, Jen. The economic environment remains dynamic, with tariffs and inflation creating meaningful pressure across the industrial sector. Even so, we delivered on our Q3 commitments. Materials Processing paired growth and margin expansion with a 2-year high backlog, and Specialty Vehicles executed strongly against healthy demand and backlog while tactically increasing capacity to reduce lead times. In Environmental Solutions, increasing bookings and the Utilities capacity expansion create a path to better shipments, margins, and cash generation. Our operational priorities are straightforward. Execute our improvement plans, capture the benefits of integration, and convert strong demand into higher earnings and cash flow. Delivering on those priorities will create meaningful value for our shareholders. I want to thank our team members for their work, our customers, dealers, and suppliers for their partnerships, and our shareholders for their continued engagement. With that, we will turn the call over to the operator for questions.
Operator: We will now begin the question and answer session. Please limit yourself to one question and one follow-up. If you would like to ask a question, please press star one to raise your hand. To withdraw the question, press star one again. We ask that you do pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, remember to unmute your device. Please stand by now while we compile the Q&A roster. Your first question comes from the line of Angel Castillo with Morgan Stanley. Your line is open. Please go ahead.
Angel Castillo: Hi. Good morning, and thanks for taking my question. I just wanted to unpack a little bit more of the margin progression here. Just if you could help us understand, I guess, margin expectations by segment in the Q4. I guess in a normal environment for legacy Terex, I would have said sequential move in EBITDA makes sense. But I think just when I look at the current backup, I think most of us, maybe outside of seasonality, expected a little bit more improvement in the Q4. So just a bridge by segment there would be helpful and just any color as to the specific factors perhaps, in quantifying those. What persists into 2027? What is more near term and perhaps abates a little bit?
Angel Castillo: How should we be thinking about what to underwrite in terms of the run rate or the exit rate of this year for 2027?
Jennifer Kong-Picarello: Hey, Angel. Good morning. This is Jen. To your questions, yes. Typically, we see a Q3 to Q4 seasonal step down in our EBITDA margin. Two of our segments out of the four are matched shipments. So it is all shipment related, driven by seasonality, like Aerials and SV because of the holidays and the factory shutdown and also the national demand in terms of when they ship. In the MP and the ES segment, we expect that there is going to be higher revenue in Q4 versus Q3 that will drive additional margins. However, for MP, the unique one for Q4 is that there is going to be unfavorable product mix, a little bit more material handling and concrete. So that is going to do a little bit more step down from Q3 to Q4 for Materials Processing.
Jennifer Kong-Picarello: Our full year outlook here also includes the additional freight inflation that we saw in Q3, and then we will bring that into Q4. Your second question is how much of that will be discrete and how much of that will be carried forward. What we see here is that the inflation is a timing issue, whereby we are taking proactive actions either from a cost mitigation standpoint or from a price flow down to the customers of the surcharge. So that generally will have a 3 to 9 months life across, depending on the different business dynamics. The other one in the Q4, we also do expect that the ramp-up inefficiencies in our Waukesha facility that Simon mentioned in the prepared remarks to continue from Q3 into Q4, and that will ease out and will come up from that in 2027, early part of 2027.
Simon Meester: I would just add, if you look at Q3, I think all four segments are really well-positioned for continued margin expansion going forward in 2027. We are obviously not guiding today for 2027. But I would just add that maybe MP and SV had a little bit of a few one-timers in the quarter, so I would not quite baseline it on their Q3 margins. But other than that, all four segments I think are well-positioned, especially ES, to continue to expand margins going to 2027, because obviously we have a very healthy backlog and strong bookings, so volumes will be a nice tailwind for us in 2027.
Angel Castillo: Thank you, Simon. Actually, that is kind of a nice dovetail into my follow-up, which was just related to ES. I guess I am a little bit confused there. It sounds like the lower volume, maybe there was a little bit of shipment move from Q3 to Q4 in the refuse side of the business. But Utilities, it sounds like that is maybe what is driving a little bit of the inefficiencies or lowered top line guide.
Angel Castillo: Just how do we reconcile that with the bookings that was the strongest we have seen in, I think, over 3 years? Just help us understand the cadence into next year. It sounds like, again, some of that is just inefficiencies in timing. But if refuse is also seeing good uplift in demand, just what is that telling you in terms of the ability for that to grow or the magnitude of that growth into 2027?
Simon Meester: Yeah, you said it. Inefficiencies in Utilities and timing of bookings in ES. You may remember that we had initially assumed at the start of the quarter that, at start of year, sorry, that there would be some tailwinds coming in terms of pre-buys because of the change in engine regulations in 2027. A lot of that is now grandfathered well into 2027, so some of those pre-buys kind of dropped out of our bookings forecast. We do see sequentially strong pickup in ES bookings coming out of the channel adjustments that kind of drove some of the corrections at the beginning of the year. I would just characterize it as, we initially anticipated a V-shaped kind of recovery. Now it is going to be more of a U-shaped recovery.
Simon Meester: That is why we feel good about ES and Utilities for that matter, going into 2027, but it is just going to be pushed out by another quarter, and that is what is driving the guide.
Angel Castillo: Understood. Thank you.
Operator: Your next question comes from the line of Mig Dobre with Baird. Your line is open. Please go ahead.
Mig Dobre: Yes. Good morning, everyone. I got to admit, I am a little bit confused with the guidance relative to your commentary here. It does sound like Q3 was maybe not all that different from what you were expecting. If anything, maybe MP, for instance, did a little better and Specialty Vehicles too. But we have taken $30 to $40 million out of the EBITDA guide, so that is all coming from the Q4. Can you be a little more specific in terms of, okay, all these EBITDA dollars, which segments are they really coming from? Is it more evenly spread, or are there a couple of segments that are really bearing the brunt of this?
Jennifer Kong-Picarello: Hey, Mig. Good morning. This is Jen. Our Q3 performance come in largely in line with our expectations. Very strong performance. Three of our four segments securing double-digit EBITDA. What you mentioned here in terms of the revised guide on the EBITDA, that is largely, I would call it 50% of that is driven by the change in the mix of our segments. Like I mentioned in the prepared remarks, we are reducing the top line for ES from low single-digit to flat, and we are increasing a little bit in Aerials to mid-teen. So that explains for about 50% of the volume changes from the segment mix.
Jennifer Kong-Picarello: Then another 25%, that is driven by higher freight, like I mentioned earlier to Angel, that we have incurred in Q3, and we expect that to continue into Q4. That is the big change versus the last guidance, the prior guidance.
Jennifer Kong-Picarello: The remaining 25% is driven by the TU ramp-up inefficiencies and us excluding Capacity in Laymor from our Q4 guidance, just because of the divestiture announcement that we made on earlier part of the-
Simon Meester: That was made last weekend.
Jennifer Kong-Picarello: Yes. Those are the two big drivers.
Mig Dobre: That was really helpful. Thank you for that. Then I wanted to ask a little bit about your free cash flow as well. It is a little unusual for me to sort of see the free cash flow guide go up while having to trim EBITDA. So maybe talk a little bit about that in terms of working capital management, maybe a general framework for how we should be thinking about Terex as we think about 2027, 2028. What do you see as the natural working capital level for the company?
Jennifer Kong-Picarello: Yeah. Thank you, Mig, for asking the question. I am very pleased with the operational and the free cash flow performance that we have done in Q3, which allow us to deploy the share repurchase opportunistically. We are driving the low capital intensity that we think we will through all our strategic portfolio transformation that started with the ES acquisition and then the REV merger, pruning our business, including the cranes exit that we did late last year and now with Capacity in Laymor. So in terms of our 2026 priority, I have been always very clear that we want to do it on very staged approach.
Jennifer Kong-Picarello: H1 of the year is always about making sure that we have a very strong balance sheet, then the H2 of the year is then to make sure that we return the value to the shareholders, which is what we are exactly doing. While we are not providing the guidance into 2027 and 2028, I expect that we continue to drive working capital to be lower. We continue to make sure that we optimize our CapEx and then continue to return shareholders value through either dividend share repurchase or organic investments.
Mig Dobre: All right. Appreciate it.
Jennifer Kong-Picarello: Thank you.
Simon Meester: Thanks, Mig.
Operator: Your next question comes from the line of Jamie Cook with Truist Securities. Your line is open. Please go ahead.
Jamie Cook: Hi. Good morning. My first question is just within Specialty Vehicles. Can you speak to what you are seeing within that business in terms of the fire business, I guess specifically where some of your peers have been. I think your growth has been much better than some of your peers, and also your margin performance was pretty good. So any color you can give on what you are seeing there and your confidence that fire can grow into 2027 and anything you are seeing on market share. My second question again, set up for 2027. Simon, you sound fairly positive, but I am just trying to understand where price, as we look at the backlog what is priced effectively versus sort of underwater as we look into 2027.
Jamie Cook: It sounds like Aerials is the biggest issue, but I am just wondering if price cost should start to improve more in 2027 with pricing actions we have taken in recent bookings. Thank you.
Simon Meester: Yeah. Thanks for the question, Jamie. So on SV, very pleased with the bookings. Bookings coming in strong. Backlog actually going up again a little bit sequentially in SV. It is still very much all about trying to bring lead times down for us. So that is why we are tactically expanding capacity in two locations, in Brandon, South Dakota and in Ocala, Florida. Basically, we are trying to address specific categories with higher than average lead times with those investments. We expect that the first units to be built this quarter in Brandon and then in Q2 2027 in Ocala. In both places, we expect that capacity to be at mature rates by the end of 2027. So it is still very much for us a story about trying to bring the backlog down.
Simon Meester: We think a sustainable lead time for this industry is about 12 months, and we are well over 24. Pleased with the bookings. We see strong underlying demands. We still see a lot of municipalities that are replacing aged units. We do have a couple of offerings in our portfolio, like our semi-configured pumper that is a low lead time item that is just picking up in popularity because it is a unit that we can deliver in 8 months, as opposed to the average 24 months. We are pleased with how things are evolving in SV, but it is still very much just a matter of us trying to get our lead times down from 24 months to 12. In terms of inflation, obviously it is top of mind for us for 2027.
Simon Meester: Again, keep me honest here, but we are not expecting, we are not operating under the assumption that inflation is all of a sudden magically going to get much better in 2027. We are preparing ourselves for at least kind of a flat year-over-year in terms of percentage, continuation of inflation going into 2027. Again, we are not guiding for 2027, but we have always said, and we continue to say, is that our aim is to be price cost neutral. That is our starting point. We will try to offset as much as we can ourselves and mitigate as much as we can ourselves. But at some point, we will have to be disciplined and pull the pricing lever as well in order to get to that ambition of price cost neutrality.
Simon Meester: Still an active process as we continue in the quarter and we expect to provide some more clarity on that when we start guiding for 2027 in February.
Jamie Cook: Thank you. I appreciate the color.
Simon Meester: Thanks, Jamie.
Operator: Your next question comes from the line of David Raso with Evercore ISI. Your line is open. Please go ahead.
David Raso: Hi. Thank you very much. I appreciate you don't want to call out any potential buyers on Aerials, but if you can just indulge us in a bigger picture view of what's developing. The carve out work, is there really anything left to do there? Is the hold up on the sale more regarding buyers, what they're asking for regarding the structure of the deal, or is it just simply a debate on price? Also the share repo authorization. You have a total now of 611. The authorization timing and also the size of it, I'm just trying to think through the use of the proceeds eventually from the sale of Genie. The authorization struck me as a little low, and I'm just trying to figure out, is that a signal a little bit of use of the net proceeds?
David Raso: This kind of number feels like it's almost 50/50 debt versus repo. I'd argue investors are probably leaning a little more wanting repo. I just want to make sure we're reading into what you're describing today appropriately.
Simon Meester: So I will take the first. Jen, you want to take the second question on the share repurchases? Yeah, on the Genie, on the Aerials process, as I said, we made good progress in the last couple of months in terms of advancing our carve-out work. Aerials has been part of Terex for 25 years, so there is obviously a lot of structure, a lot of tax, a lot of legal entities associated to this segment that required quite substantial carve-out work. And we have been making good progress on those. In terms of process, David, I am not going to comment on who the multiple strategic counterparties are, and I am not going to comment on what kind of the nature of the discussions are. I do not think that serves the best interest of our shareholders. So I am going to pass on that particular question.
Jennifer Kong-Picarello: Yeah. And David, I think your two follow-up questions is on the carve-out work. I am very pleased to say that we have done a lot of the work upfront in the, I would call it the last 9 months. As you know, the Aerials business has been with us as part of Terex for a while, and the legal entity that we are untangling, we have done a lot of the work and we are very comfortable with where we are in the process right now. Your question on share repurchase, I think it is too premature to say anything. The $500 million of share repurchase authorization there is just on our normal course of business. We have exercised, we have deployed $72 million to share repurchase in Q3.
Jennifer Kong-Picarello: We expect that share repurchase will remain part of our disciplined capital allocation framework, and we will continue to opportunistically repurchase share that is with or without the Aerial sale. So I would not say you want to read too much into it.
David Raso: All right. That is helpful. Thank you very much.
Jennifer Kong-Picarello: You are welcome.
Simon Meester: Thanks, David.
Operator: Your next question comes from the line of Mike Shlisky with D.A. Davidson. Your line is open. Please go ahead.
Mike Shlisky: Hey, good morning. I was under the impression that you were not going to be doing much divestitures until you got the Aerials deal done, but you did just divest Capacity and Laymor in the last couple of days. I guess I am kind of curious if there are any other areas you might look to divest, RVs or other small businesses that you currently still own between now and when Aerials may get addressed?
Simon Meester: Hey, Mike, good morning. Thanks for the question. We are at the tail end of the integration of our new SV segment, which required a lot of work. We are obviously also in active discussions around our Aerials segment. We have kind of a full slate at the moment. The Capacity and Laymor was a relatively small transaction, but I would just leave it today as in we will continuously assess the effectiveness of our portfolio. Some of that will be opportunistic in nature. At the moment, we are focused on those two main large work streams that I called out just now. We will always look for opportunities to continue to optimize, and we are committed to our strategic objective of building a highly synergistic, high mix, low volume portfolio. We will always be looking for opportunities to further improve.
Mike Shlisky: Okay, great. My follow-up was, Jen, you had called out those two businesses, Capacity and Laymor, as part of the reasons for the EBITDA reduction for the full year, mostly in Q4, of course. I never thought of those as that big of businesses that did not generate that much. Can you maybe just help us figure out for our modeling for 2027, whether there is a pretty decent size number or halfway important number we should be taking out of our models for 2027 for those businesses? Whatever cash you received, will this be plowed right back into the share buyback here in Q4?
Jennifer Kong-Picarello: Yeah. Hey, Mike. I think you are familiar with Capacity and Laymor businesses. Overall, in an analyzed basis, through cycles, anywhere between $125 million to $150 million of top-line revenue. We have always said that it is in the mid single-digit to high single-digit EBITDA. You could use that to adjust out your model. I think your second question is on the sales proceeds and how we are going to deploy that cash. Again, we will make sure that we exercise a very disciplined capital allocation framework. In fact, we see the cash ready, so we absolutely are looking into that right now.
Mike Shlisky: Thanks so much.
Jennifer Kong-Picarello: You are welcome.
Operator: Your next question comes from the line of Kyle Menges with Citigroup. Your line is open. Please go ahead.
Kyle Menges: Thank you. In your presentation and in the prepared remarks you mentioned the F&E fleet sounds like it is still aging, good replacement demand from municipalities. Would just love to hear just a little bit more color on what you are seeing in that market and in that fleet, if it is really aged and you, I guess, just did not really see too much pull forward related to COVID stimulus, or perhaps we did. Would just love to hear some more color there.
Simon Meester: Hey, Kyle, did you say SV, Specialty Vehicles?
Kyle Menges: Yeah. I guess Fire & Emergency.
Simon Meester: Yep. Yeah. Okay, thank you. I wasn't sure. Because we cover municipalities with multiple segments, so I just wanted to make sure I heard you clearly. Yeah. As I said earlier, we are very pleased with how the bookings continue to come in. We are very focused on just building as many trucks at the highest possible quality as we can, just basically at this point to keep up with the backlog, and with the bookings trend, until we have additional capacity coming online. We are also very surgical with our capacity because obviously we do not want to all of a sudden have idle capacity in our network either. So that is why we are addressing specifically the categories with higher than average lead times.
Simon Meester: But yeah, to your point on the bookings, I do not think there is a particular silver bullet here other than we just continue to see municipalities that are coming in with replacement demand that have been running their fleets a little longer than they initially expected. Then, I do not want to make any comments on market share, but we do get some good pull from the market on our lower lead time solutions that we are offering, as I mentioned earlier, with our semi-configured pumper. So it is probably a mixed bag of those variables.
Kyle Menges: Got it. Then just to follow up on the Aerials sale process and that carve-out work, I am curious how much more carve-out work there is to be done, and are you confident in getting that wrapped up by year-end?
Simon Meester: Yeah, I am not going to put any timing. We are running a disciplined process here. We are committed to the process. We are focused on value. We are focused on execution. We are focusing on certainty. Yeah, a lot of that carve-out work is behind us, but I do not want to start getting into any kind of timing or deadline commitments. The focus for us is on discipline and making sure that we maximize value for our shareholders.
Kyle Menges: Got it. Thank you.
Simon Meester: Thanks, Kyle.
Operator: Your next question comes from the line of Jerry Revich with Wells Fargo. Your line is open. Please go ahead.
Jerry Revich: The margin execution and the orders have both been, I think, well ahead of plan this year. When you folks made the acquisition based on the pipeline, you spoke about multi-year margin improvement opportunity in the business. Obviously we will hear more about 2027 in about 3 months, but any changes to how you are thinking about the margin upside relative to what you laid out at the time of the acquisition, given the outcomes to-date?
Simon Meester: Yeah, thanks for the question, Jerry. I need to give the team a lot of credit here because Legacy REV laid out their EBITDA commitments in their investor day for 2027, and not only did they achieve that goal a year early, they also achieved the high end of their 2027 guide, which was 14% to 16% EBITDA. Well, having said that, there are a few one-offs in their Q3 that Jen spoke about that you should not anchor to necessarily, but we are very pleased with the way the team is executing.
Simon Meester: We mentioned this when we announced the merger that the leadership team that was running that particular segment is still running that segment today, and they are doing a great job in terms of execution. We do expect, knowing there is a $4.4 billion backlog to continue to drive productivity, to continue to drive down hours per truck.
Simon Meester: We definitely do see opportunity for sequential improvement. By the time we get to our guide, we will be able to be a little bit more specific on what that means for 2027.
Jerry Revich: Okay, super. Can I ask in Environmental Solutions, obviously a transition year for Utilities and a lumpy production in Heil. As we think about the margin opportunity 2027 plus, are we thinking about the 19% or some margins that we were able to hit in 2025 as doable in the medium term. Just wondering to what extent are some of the transition issues we have spoken about this year potentially lingering into next year?
Simon Meester: Yeah. If you look at the Q3 EBITDA margin of 15%, even with ES being at a, let's just call it a bottom, they were still at the higher end of that number. Utilities was below the average because of the inefficiencies in the ramp-up. The reason we feel really good about that segment is for two reasons. First of all, bookings are picking up in the highest EBITDA margin of that particular segment, which is ES. Secondly, we know that these headwinds, when you ramp up a new facility, it's basically a completely new facility in a couple of states over from our Waukesha facility, and we have added already 25% more unit capacity in 12 months alone. We're building 250 trucks more in that facility in just 12 months. Then we want to go for another 250 trucks next year.
Simon Meester: Just picture the startup costs associated with increasing your capacity by 25% in just 12 months. So we feel very good by the way we have set ourselves up for future growth. It comes at a little bit of a speed bump in Q3, but a business that does high teens EBITDA margin and then calling that a speed bump, I'll take that any day of the week. So I think both Utilities and ES are very well-positioned for 2027.
Jerry Revich: Thank you, Simon.
Operator: Your next question comes from the line of Stephen Volkmann with Jefferies. Your line is open. Please go ahead.
Stephen Volkmann: Hi. Good morning, guys. Just a couple of quick follow-ups from me. Simon, on that last point, how do we think about the quarterly cadence of the Utilities ramp-up? I am sorry if I missed this, but I am trying to think about when exactly these headwinds to margin go away.
Simon Meester: You want to take that, Jen?
Jennifer Kong-Picarello: Yeah, hey Steve, this is Jen. So, right now, based on our revised guidance, we expect that the ramp-up inefficiencies in Waukesha facility to continue into Q4. Then when we exit out of Q4 into 2027, we expect that to normalize. Again, like what Simon mentioned earlier, the ramp-up in the unit is a new facility that historically has been a service facility, and we repurposed that to an install facility that is actually creating some of those headwinds.
Simon Meester: I just want to add, and I did not mention this so far, is that we are now also starting to build utility trucks in our Fort Payne facility in Alabama. So that gives us another kind of tailwind in terms of how we can manage absorption in our probably most competitive plant in our network, which is the ES facility, the Heil facility in Fort Payne. So we are now building utility trucks in Fort Payne as well, so we can flex between refuse demand and utility demand in our Fort Payne facility, which is a very competitive facility for us.
Stephen Volkmann: Great. Thanks. That is helpful. You had mentioned earlier, I think, that you had expected some pre-buy because of the engine regulations, and then that sort of did not happen. What we are hearing sort of broadly across the truck space is that most suppliers are going to provide the 2026 technology with the non-compliance penalty, and that adds some revenue, but with no margin as we move into 2027. I am curious whether you think that will impact you as well.
Simon Meester: We do not see a major impact because, first of all, most of that is just passed on. We do not take the title on those chassis. They are purchased by our customers and directly invoiced to our customers. For us, it is more of a timing issue. As I initially said was, in Q2, we were assuming that there were going to be some pre-buys in the second half, and we do not see those pre-buys now happening. We see more of a back to a kind of a normal demand pattern. We see most of the channel adjustments are behind us. We see sequential improvements in bookings combined with what we see in fleet utilization. Fleet utilizations, the fleets have kind of been rationalized and are back up at normal utilization. We now see the path cleared for more normal sequential growth in ES.
Simon Meester: It is still an essential service, so America has not started producing less waste. That is still a very consistent growth pattern. It is more like how the fleet has been flexing based on supply and demand purely on vehicle manufacturing. Back to the engine regulations. Some of the engines have been pushed out to April. They need to be built by April, serialized by July, and some of that will take effect on the timing of bookings. Other than that, financially, it is just passed on to our customers.
Stephen Volkmann: Great. Appreciate it. Thank you.
Operator: Your next question comes from the line of Tami Zakaria with JPMorgan. Your line is open. Please go ahead.
Tami Zakaria: Hey, good morning. Thank you so much. I wanted to follow up on Steve's question earlier. Given there will be non-compliance penalties on truck engines next year, are you preparing to reprice the backlog, or was some level of penalties and high engine cost inflation already embedded when those orders were placed, or is it that your customers buy the trucks directly from the OEMs and then you just upfit it for them so the penalty will entirely bypass you? If you could provide some clarity there.
Simon Meester: Yeah. Hey, good morning, Tammy. Thanks for the question. Yeah, it is the latter of what you said. The chassis are bought by our customers.
Tami Zakaria: Understood. That is very helpful. I wanted to clarify, given all the comments on freight inflation, which of your segments would need to increase prices more than others to remain margin neutral, or does freight impact all segments relatively equally?
Jennifer Kong-Picarello: Yeah. Hey, Tami. Freight impacts all segments across the board. I also do want to mention that we actually pass through a portion of the outbound freight to our customers. Like I mentioned, there is going to be a timing aspect of when we incur it to when we flow it down to the customers as well. At the same time, we are taking very proactive actions as part of our sourcing synergy work stream to actually optimize and reduce our inbound freight costs, either by scaling and renegotiating those contracts, identifying new carriers, and also providing a single pane of glass to more digitization so that we can optimize the lanes and those ocean fleets internationally. I would say that that is across the board.
Tami Zakaria: Understood. Thank you.
Jennifer Kong-Picarello: You are welcome.
Operator: We have reached the end of the Q&A session. I would now like to turn the call back to Simon Meester for closing remarks.
Simon Meester: Thank you, operator. Thank you for the questions. If you have any additional questions, please follow up with Jen or Drew. Thank you for your interest in Terex today. Operator, please disconnect the call.
Operator: This concludes today's call. Thank you for attending. You may now disconnect.
