x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
34-1531521
|
(State of Incorporation)
|
|
(IRS Employer Identification No.)
|
200 Nyala Farm Road, Westport, Connecticut
|
|
06880
|
(Address of principal executive offices)
|
|
(Zip Code)
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|
YES
o
|
NO
x
|
|
YES
o
|
NO
x
|
|
YES
x
|
NO
o
|
|
YES
x
|
NO
o
|
Large Accelerated Filer
x
|
Accelerated Filer
o
|
Non-accelerated Filer
o
|
Smaller Reporting Company
o
|
|
YES
o
|
NO
x
|
•
|
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, including the recent acquisition of Demag Cranes AG;
|
•
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our ability to access the capital markets to raise funds and provide liquidity;
|
•
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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;
|
•
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the effects of past operating losses;
|
•
|
a material disruption to one of our significant facilities;
|
•
|
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 our 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;
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•
|
our ability to timely manufacture and deliver products to customers;
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•
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the need to comply with restrictive covenants contained in our debt agreements;
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•
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our ability to generate sufficient cash flow to service our debt obligations and operate our business;
|
•
|
our business is global and subject to changes in exchange rates between currencies, regional economic conditions and trade restrictions;
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•
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our operations are subject to a number of potential risks, including changing regulatory environments, the Foreign Corrupt Practices Act and other similar laws, and political instability;
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•
|
possible work stoppages and other labor matters;
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•
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compliance with changing laws and regulations, particularly environmental and tax laws and regulations;
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•
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litigation, product liability claims, patent claims, class action lawsuits and other liabilities;
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•
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our ability to comply with an injunction and related obligations resulting from the settlement of an investigation by the United States Securities and Exchange Commission (“SEC”);
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•
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our implementation of a global enterprise system and its performance; and
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other factors.
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PAGE
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PART I
|
|
ITEM 1.
|
BUSINESS
|
•
|
Aerial work platform equipment is manufactured in Redmond and Moses Lake, Washington, Umbertide, Italy, Coventry, England and Changzhou, China;
|
•
|
Telehandlers are manufactured in Moses Lake, Washington and Umbertide, Italy;
|
•
|
Trailer-mounted light towers, trailer-mounted articulated booms and bridge inspection equipment are manufactured in Rock Hill, South Carolina; and
|
•
|
Utility products are manufactured in Watertown and Huron, South Dakota and Betim, Brazil.
|
•
|
Heavy construction equipment, including off-highway trucks and material handlers;
|
•
|
Compact construction equipment, including loader backhoes, compaction equipment, mini and midi excavators, site dumpers, compact track loaders, skid steer loaders, wheel loaders and tunneling equipment; and
|
•
|
Roadbuilding equipment, including asphalt and concrete equipment (including pavers, transfer devices, plants, mixers, reclaimers/stabilizers, placers and cold planers) and landfill compactors.
|
•
|
Off-highway rigid haul trucks and articulated haul trucks are manufactured in Motherwell, Scotland; and
|
•
|
Material handlers are manufactured in Bad Schönborn, Germany.
|
•
|
Compact track loaders, skid steer loaders and track systems for aerial work platform products are manufactured in Grand Rapids, Minnesota;
|
•
|
Site dumpers, compaction equipment and loader backhoes, as well as products for our AWP segment, are manufactured in Coventry, England;
|
•
|
A range of wheel loaders and mini, mobile, and midi excavators are manufactured in Crailsheim, Germany, and parts for the above-referenced products are manufactured in Langenburg and Gerabronn, Germany. In addition, specialized tunneling equipment is manufactured in Langenburg, Germany; and
|
•
|
Loader backhoes, skid steer loaders and light towers (for our AWP segment) are manufactured for markets in India and neighboring countries in Greater Noida, Uttar Pradesh, India.
|
•
|
Cold planers, reclaimers/stabilizers, asphalt plants, asphalt pavers, concrete plants, concrete pavers, concrete placers, transfer devices and landfill compactors, as well as products for our Materials Processing segment, are manufactured in Oklahoma City, Oklahoma;
|
•
|
Asphalt plants, asphalt pavers, soil plants, cold planers, and micropaving and asphalt distributor equipment are manufactured in Cachoeirinha, Brazil;
|
•
|
Concrete pavers are manufactured in Canton, South Dakota; and
|
•
|
Front and rear discharge concrete mixer trucks are manufactured in Fort Wayne, Indiana
|
•
|
Rough terrain and telescopic crawler cranes are manufactured in Crespellano, Italy;
|
•
|
All-terrain cranes, truck cranes, truck-mounted cranes and reach stackers are manufactured in Montceau-les-Mines, France;
|
•
|
Rough terrain cranes, truck cranes and truck-mounted cranes are manufactured in Waverly, Iowa;
|
•
|
Truck cranes and truck-mounted cranes are manufactured in Luzhou, China;
|
•
|
Lattice boom crawler cranes are manufactured in Jinan, China;
|
•
|
Pick and carry cranes are manufactured in Brisbane, Australia;
|
•
|
Tower cranes are manufactured in Fontanafredda, Italy;
|
•
|
Lattice boom crawler and lattice boom truck cranes, as well as all terrain cranes, are manufactured in Zweibruecken-Dinglerstrasse and Zweibruecken-Wallerscheid, Germany;
|
•
|
Steel assemblies for cranes are manufactured in Bierbach, Germany and Pecs, Hungary;
|
•
|
Rubber tired gantry cranes, rail mounted gantry cranes, ship-to-shore cranes, reach stackers, empty container handlers, general cargo lift trucks and other material handling equipment are manufactured in Xiamen, China;
|
•
|
Straddle and sprinter carriers are manufactured in Wurzburg, Germany; and
|
•
|
Reach stackers, empty container handlers, full container handlers and general cargo lift trucks are manufactured in Lentigione, Italy.
|
•
|
Standard cranes are manufactured in Luisenthal, Germany, Banbury, UK, Madrid, Spain, Milan, Italy, Solon, Ohio, Cotia, Brazil, Boksburg, South Africa, Chakan, India, Shanghai, China, and Sydney, Australia;
|
•
|
Process cranes are manufactured in Slany, Czech Republic, Boksburg, South Africa, Chakan, India, Shanghai, China and Cotia, Brazil;
|
•
|
Rope and chain hoists are manufactured in Wetter an der Ruhr, Germany, Shanghai, China, Milan, Italy and Cotia, Brazil;
|
•
|
Electric motors are manufactured in Uslar, Germany;
|
•
|
Mobile harbor cranes, automated stacking cranes and automated guided vehicles are manufactured in Düsseldorf, Germany; and
|
•
|
Light crane systems are manufactured in Shanghai, China, Cotia, Brazil, Chakan, India and Wetter an der Ruhr, Germany.
|
•
|
Mobile crushers and mobile screens are manufactured in Omagh and Dungannon, Northern Ireland;
|
•
|
Mobile crushers and mobile screens are manufactured in Hosur, India, primarily for the Indian market;
|
•
|
Base crushers and base screens are manufactured in Subang Jaya, Malaysia and at a Terex facility in Oklahoma City, Oklahoma;
|
•
|
Screening equipment is manufactured in Durand, Michigan;
|
•
|
Mobile crushers and mobile screens are manufactured in Quanzhou, China primarily for the Chinese market;
|
•
|
Base crushers are manufactured in Coalville, England; and
|
•
|
Hand-fed chippers and drum-style trailer-mounted and tracked biomass chippers are manufactured in Farwell, Michigan.
|
1.
|
Customer Responsiveness
|
2.
|
Operational Efficiency
|
3.
|
Global Growth
|
•
|
Customers
: We aim to be the most customer responsive company in the industry as determined by our customers.
|
•
|
Stakeholders
: We aim to be the most profitable company in the industry as measured by Return on Invested Capital.
|
•
|
Team Members
: We aim to be the best place to work in the industry as determined by our team members.
|
•
|
Integrity
:
Integrity reflects honesty, ethics, transparency and accountability. We are committed to maintaining high ethical standards in all of our business dealings and we never sacrifice our integrity for profit.
|
•
|
Respect
: Respect incorporates concern for safety, health, teamwork, diversity, inclusion and performance. We treat all our team members, customers and suppliers with respect and dignity.
|
•
|
Improvement
: Improvement encompasses quality, problem-solving systems, a continuous improvement culture and collaboration. We continuously search for new and better ways of doing things, focusing on continuous improvement and the elimination of waste.
|
•
|
Servant Leadership
: Servant leadership requires service to others, humility, authenticity and leading by example. We work to serve the needs of our customers, investors and team members.
|
•
|
Courage
: Courage entails willingness to take risks, responsibility, action and empowerment. We have the courage to make a difference even when it is difficult.
|
•
|
Citizenship
:
Citizenship means social responsibility and environmental stewardship. We comply with all laws and respect all people’s values and cultures and are good global, national and local citizens.
|
•
|
Portable material lifts are used primarily indoors in the construction, industrial and theatrical markets.
|
•
|
Portable aerial work platforms are used primarily indoors in a variety of markets to perform overhead maintenance.
|
•
|
Trailer-mounted articulating booms are used both indoors and outdoors. They provide versatile reach, and have the ability to be towed between job sites.
|
•
|
Self-propelled articulating booms are primarily used in construction and industrial applications, both indoors and outdoors. They feature lifting versatility with up, out and over position capabilities to access difficult to reach overhead areas.
|
•
|
Self-propelled telescopic booms are used outdoors in commercial and industrial construction, as well as highway and bridge maintenance projects.
|
•
|
Scissor lifts are used in outdoor and indoor applications in a variety of construction, industrial and commercial settings.
|
•
|
Bridge inspection equipment allows access to many under bridge related tasks, including inspections, painting, sandblasting, repairs, general maintenance, installation and maintenance of under bridge pipe and cables, stripping operations and replacement and maintenance of bearings.
|
•
|
Digger derricks are used to dig holes, hoist and set utility poles, as well as lift transformers and other materials at job sites. Auger drills are used to dig holes for utility poles or construction foundations requiring larger diameter holes in difficult soil conditions.
|
•
|
Insulated aerial devices are used to elevate workers and material to work areas at the top of utility poles, energized transmission lines and for trimming trees near energized electrical lines, as well as for miscellaneous purposes such as sign maintenance. Non-insulated aerials are used in applications where energized electrical lines are not a hazard.
|
•
|
Cable placers are used to install fiber optic, copper and strand telephone and cable lines.
|
•
|
Articulated off-highway trucks are three-axle, six-wheel drive machines with an articulating connection between the cab and body that allows the cab and body to move independently, enabling all six tires to maintain ground contact for traction on rough terrain.
|
•
|
Rigid off-highway trucks are two-axle machines, which generally have larger capacities than articulated off-highway trucks, but can operate only on improved or graded surfaces, and are used in large construction or infrastructure projects, aggregates and smaller surface mines.
|
•
|
Material handlers are designed for handling logs, scrap, recycling and other bulky materials with clamshell, magnet or grapple attachments.
|
•
|
Loader backhoes incorporate a front-end loader and rear excavator arm. They are used for loading, excavating and lifting in many construction and agricultural related applications.
|
•
|
Our compaction equipment ranges from pedestrian single drum to ride-on tandem rollers.
|
•
|
Excavators in the compact equipment category include mini, mobile and midi excavators used in the general construction, landscaping and rental businesses.
|
•
|
Wheel loaders are used for loading and unloading materials. Applications include residential and non-residential construction, waste management and general construction.
|
•
|
Site dumpers are used to move smaller quantities of materials from one location to another, and are primarily used for construction applications.
|
•
|
Compact track loaders, skid steer loaders and wheel loaders are used for loading and unloading materials in construction, industrial, rental, agricultural and landscaping businesses.
|
•
|
Tunneling equipment, including loading machines, tunnel excavators, cutting units, customized tunneling and mining machines, as well as modified standard construction machines, are used to provide a variety of tunneling solutions in train, subway and metropolitan infrastructure projects.
|
•
|
Asphalt pavers are available in a variety of sizes and designs. Smaller units are used for commercial work such as parking lots, development streets and construction overlay projects. Mid-sized pavers are used for mainline and commercial projects. High production pavers are engineered and built for heavy-duty, mainline paving.
|
•
|
Asphalt transfer devices are available in both self-propelled and paver pushed designs and are intended to reduce segregation in the paver to create a smoother roadway.
|
•
|
Asphalt plants are used to produce hot mix asphalt and are available in portable, re-locatable and stationary configurations.
|
•
|
Concrete production plants are used in residential, commercial, highway, airport and other markets. Our products include a full range of portable and stationary transit mix and central mix production facilities.
|
•
|
Concrete mixers are machines with a large revolving drum in which cement is mixed with other materials to make concrete. We offer models mounted on trucks with three, four, five, six or seven axles and other front and rear discharge models.
|
•
|
Our concrete pavers are used to finish concrete streets, highways and airport surfaces.
|
•
|
Concrete placers transfer materials from trucks in preparation for paving.
|
•
|
Cold planers mill and reclaim deteriorated asphalt pavement, leaving a level, textured surface upon which new paving material is placed.
|
•
|
Our reclaimers/stabilizers are used to add load-bearing strength to the base structures of new highways and new building sites. They are also used for in-place reclaiming of deteriorated asphalt pavement.
|
•
|
We produce landfill compactors used to compact refuse at landfill sites.
|
•
|
Rough terrain cranes move materials and equipment on rough or uneven terrain, and are often located on a single construction or work site such as a building site, a highway or a utility project for long periods. Rough terrain cranes cannot be driven on highways and accordingly must be transported by truck to the work site.
|
•
|
Truck cranes have two cabs and can travel rapidly from job site to job site at highway speeds. Truck cranes are often used for multiple local jobs, primarily in urban or suburban areas.
|
•
|
All-terrain cranes were developed in Europe as a cross between rough terrain and truck cranes, and are designed to travel across both rough terrain and highways.
|
•
|
Pick and carry cranes are designed for a wide variety of applications, including use at mine sites, large fabrication yards, building and construction sites and in machinery maintenance and installation. They combine high road speed with all terrain capability.
|
•
|
Self-erecting tower cranes are trailer-mounted and unfold from four sections (two for the tower and two for the jib); certain larger models have a telescopic tower and folding jib. These cranes can be assembled on site in a few hours. Applications include residential and small commercial construction.
|
•
|
Hammerhead tower cranes have a tower and a horizontal jib assembled from sections. The tower extends above the jib to which suspension cables supporting the jib are attached. These cranes are assembled on-site in one to three days depending on height, and can increase in height with the project.
|
•
|
Flat top tower cranes have a tower and a horizontal jib assembled from sections. There is no A-frame above the jib, which is self-supporting and consists of reinforced jib sections. These cranes are assembled on-site in one to two days, and can increase in height with the project.
|
•
|
Luffing jib tower cranes have a tower and an angled jib assembled from sections. There is one A-frame above the jib to which suspension cables supporting the jib are attached. Unlike other tower cranes, there is no trolley to control lateral movement of the load, which is accomplished by changing the jib angle. These cranes are assembled on-site in two to three days, and can increase in height with the project.
|
•
|
Reach stackers are used to pick up and stack shipping containers at port and railway facilities. At the end of each reach stacker’s boom is a spreader that enables it to attach to shipping containers of varying lengths and weights and to rotate the container.
|
•
|
Ship-to-shore gantry cranes are used to load and unload container vessels at ports.
|
•
|
Rubber tired and rail mounted gantry cranes are used for space intensive shipping container stacking at port and railway facilities.
|
•
|
Straddle carriers pick up and carry shipping containers from or to a quay-side crane while straddling their load. Straddle carriers have the capability to stack up to four shipping containers on top of each other. Straddle carriers are used in port and railway facilities to move shipping containers and to load and unload shipping containers from on-highway trucks. Straddle carriers have both horizontal and vertical lifting capabilities.
|
•
|
Sprinter carriers operate in a similar manner to straddle carriers, but operate at higher speeds and have only horizontal lifting capabilities.
|
•
|
Empty container handlers, full container handlers and general cargo lift trucks are small to medium-sized highly mobile trucks for use with a variety of container handling applications at port and railway facilities and provide general cargo lifting capabilities.
|
•
|
Standard cranes are configured individually from standardized modules for industrial infrastructure applications.
|
•
|
Process cranes are also made from largely standardized modules and are integrated individually into the customer’s specific production processes.
|
•
|
Rope hoists and chain hoists are used to facilitate the movement of materials in a factory. They can either be integrated as components in standard and process cranes or used as lifting devices in non-crane applications.
|
•
|
Light crane systems can be described as railway systems on ceilings that use hoists to move and lift materials in factories.
|
•
|
Wheel blocks, electric motors, gearboxes, converters and travel units are components that can be included in tailored solutions for drive applications that aid in the movement of materials in a factory. These components can also be used separately in non-crane applications.
|
•
|
Crane sets comprise component packages for customers who are constructing their own girders in a factory.
|
•
|
Mobile harbor cranes are used for material handling at ports, including general cargo handling and shipping containers. Mobile harbor cranes can travel around the port as needed and have the ability to move large loads. Mobile harbor cranes can be fitted with a variety of attachments for handling different types of cargo.
|
•
|
Automated stacking cranes and wide span gantries are able to stack and manage container storage either automatically or semi-automatically. They also form the link between quayside and landside equipment such as ship-to-shore cranes, transport vehicles and trucks.
|
•
|
Automated guided vehicles can carry containers of varying size. The vehicles are controlled and supplied with data and orders by our proprietary designed software and transponders, i.e. electro-magnetic route markers embedded into the ground of the terminal, which navigate and control the vehicles. In large container terminals involving container transport, storage and transloading, automated guided vehicles work hand-in-hand with automated stacking cranes.
|
•
|
Jaw crushers are used for crushing larger rock, primarily at the quarry face or on recycling duties. Applications include hard rock, sand and gravel and recycled materials. Impactor crushers are used in quarries for primary and secondary applications, as well as in recycling. Cone crushers are used in secondary and tertiary applications to reduce a number of materials, including quarry rock and riverbed gravel.
|
•
|
Horizontal shaft impactors are primary and secondary crushers. They are typically applied to reduce soft to medium hard materials, as well as recycled materials. Vertical shaft impactors are secondary and tertiary crushers that reduce material utilizing various rotor configurations and are highly adaptable to any application.
|
•
|
Heavy duty inclined screens and feeders, which are used in high tonnage applications and are available as either stationary or heavy-duty mobile equipment. Inclined screens are used in all phases of plant design from handling quarried material to fine screening.
|
•
|
Dry screening, which is used to process materials such as sand, gravel, quarry rock, coal, construction and demolition waste, soil, compost and wood chips.
|
•
|
Washing screens, which are used to separate, wash, scrub, dewater and stockpile sand and gravel. Our products include a completely mobile, single chassis washing plant incorporating separation, washing, dewatering and stockpiling. We also manufacture mobile and stationary screening rinsers, bucket-wheel dewaterers, scrubbing devices for aggregate, a mobile cyclone for maximum retention of sand particles, silt extraction systems, stockpiling conveyors and a sand screw system as an alternative to bucket-wheel dewaterers.
|
•
|
Apron feeders, which are generally situated at the primary end of the processing facility, and have a rugged design in order to handle the impact of the material being fed from front-end loaders and excavators. The feeder moves material to the crushing and screening equipment in a controlled fashion.
|
|
PERCENTAGE OF SALES
|
|||||||
PRODUCT CATEGORY
|
2011
|
|
2010
|
|
2009
|
|||
Aerial Work Platforms
|
19
|
%
|
|
15
|
%
|
|
12
|
%
|
Mobile Telescopic & Truck Cranes
|
17
|
|
|
23
|
|
|
28
|
|
Materials Processing Equipment
|
12
|
|
|
12
|
|
|
9
|
|
Compact Construction Equipment
|
10
|
|
|
10
|
|
|
7
|
|
Heavy Construction Equipment
|
9
|
|
|
9
|
|
|
9
|
|
Port Equipment *
|
9
|
|
|
8
|
|
|
4
|
|
Lattice Boom Crawler & Tower Cranes
|
7
|
|
|
8
|
|
|
16
|
|
Utility Equipment
|
4
|
|
|
7
|
|
|
7
|
|
Telehandlers & Light Construction Equipment
|
4
|
|
|
3
|
|
|
2
|
|
Material Handling *
|
4
|
|
|
—
|
|
|
—
|
|
Services *
|
3
|
|
|
—
|
|
|
—
|
|
Roadbuilding Equipment
|
2
|
|
|
5
|
|
|
5
|
|
Other
|
—
|
|
|
—
|
|
|
1
|
|
TOTAL
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(in millions)
|
||||||
AWP
|
$
|
652.1
|
|
|
$
|
307.0
|
|
Construction
|
243.1
|
|
|
139.0
|
|
||
Cranes
|
716.3
|
|
|
773.8
|
|
||
MHPS
|
468.5
|
|
|
—
|
|
||
MP
|
80.7
|
|
|
78.2
|
|
||
Total
|
$
|
2,160.7
|
|
|
$
|
1,298.0
|
|
BUSINESS SEGMENT
|
|
PRODUCTS
|
|
PRIMARY COMPETITORS
|
|
|
|
|
|
|
|
Concrete Mixers
|
|
Oshkosh, London and Continental Manufacturing
|
|
|
|
|
|
|
|
Landfill Compactors
|
|
Al-Jon, Fayat (Bomag) and Caterpillar
|
|
|
|
|
|
|
|
Reclaimers/Stabilizers
|
|
Caterpillar, Astec Industries (Roadtec), Wirtgen and Fayat (Bomag)
|
|
|
|
|
|
Cranes
|
|
Mobile Telescopic Cranes
|
|
Liebherr, Manitowoc (Grove), Tadano-Faun, Sumitomo (Link-Belt), XCMG, Kato, Zoomlion and Sany
|
|
|
|
|
|
|
|
Tower Cranes
|
|
Liebherr, Manitowoc (Potain), Comansa, Zoomlion, Sany, XCMG and Wolffkran
|
|
|
|
|
|
|
|
Lattice Boom Crawler Cranes
|
|
Manitowoc, Sumitomo (Link-Belt), Liebherr, Hitachi, Kobelco, XCMG, Zoomlion, Fushun and Sany
|
|
|
|
|
|
|
|
Lattice Boom Truck Cranes
|
|
Liebherr
|
|
|
|
|
|
|
|
Truck-Mounted Cranes
|
|
Manitowoc (National Crane), Altec and Manitex
|
|
|
|
|
|
|
|
Reach Stackers
|
|
Cargotec (Kalmar), Hyster, Konecranes (SMV), Taylor, Dalian, CVS Ferrari and Liebherr
|
|
|
|
|
|
|
|
Straddle Carriers
|
|
Cargotec (Kalmar), CVS Ferrari and Konecranes
|
|
|
|
|
|
|
|
Rubber Tired and Rail Mounted Gantry Cranes
|
|
Zhenua Port Machinery, Liebherr, Konecranes, Cargotec (Kalmar), Doosan, Hyundai and Mitsui Engineering & Shipbuilding
|
|
|
|
|
|
|
|
Ship-to-Shore Gantry Cranes
|
|
Zhenua Port Machinery, Liebherr, Konecranes, Cargotec (Kalmar), Samsung, Doosan, Hyundai, and Mitsui Engineering & Shipbuilding
|
|
|
|
|
|
|
|
Empty Container Handlers, Full Container Handlers and General Cargo Lift Trucks
|
|
Cargotec (Kalmar), Hyster, Linde, CVS Ferrari, Konecranes (SMV), Svetruck and Sany
|
|
|
|
|
|
Material Handling & Port Solutions
|
|
Industrial Cranes
|
|
Konecranes, Columbus McKinnon, ABUS, Kito, GH, OMIS and WEIHUA
|
|
|
|
|
|
|
|
Port Equipment and Technology
|
|
Liebherr, Konecranes, Cargotec, ZPMC and Künz
|
|
|
|
|
|
Materials Processing
|
|
Crushing Equipment
|
|
Metso, Astec Industries, Sandvik, Komatsu and Kleemann
|
|
|
|
|
|
|
|
Screening Equipment
|
|
Metso, Astec Industries and Sandvik
|
|
|
|
|
|
|
|
Chippers
|
|
Vermeer, Bandit and Morbark
|
ITEM 1A.
|
RISK FACTORS
|
•
|
the business culture of the acquired business may not match well with our culture;
|
•
|
technological and product synergies, economies of scale and cost reductions may not occur as expected;
|
•
|
we may acquire or assume unexpected liabilities;
|
•
|
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; and
|
•
|
we may experience problems in retaining customers and integrating customer bases.
|
•
|
trade protection measures and currency exchange controls;
|
•
|
labor unrest;
|
•
|
regional economic conditions;
|
•
|
political instability;
|
•
|
terrorist activities and the U.S. and international response thereto;
|
•
|
restrictions on the transfer of funds into or out of a country;
|
•
|
export duties and quotas;
|
•
|
domestic and foreign customs and tariffs;
|
•
|
current and changing regulatory environments;
|
•
|
difficulties protecting our intellectual property;
|
•
|
transportation delays and interruptions;
|
•
|
costs and difficulties in integrating, staffing and managing international operations, especially in developing markets such as China, India, Brazil, Russia and the Middle East;
|
•
|
difficulty in obtaining distribution support; and
|
•
|
current and changing tax laws.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
BUSINESS UNIT
|
|
FACILITY LOCATION
|
|
TYPE AND APPROXIMATE SIZE OF FACILITY
|
|
|
|
|
|
Terex (Corporate Offices)
|
|
Westport, Connecticut (1)
|
|
Office
|
|
|
|
|
167,000 sq. ft.
|
Aerial Work Platforms
|
|
Redmond, Washington (1)
|
|
Office, manufacturing and warehouse
|
|
|
|
|
750,000 sq. ft.
|
|
|
Moses Lake, Washington (1)
|
|
Office, manufacturing and warehouse
|
|
|
|
|
422,000 sq. ft.
|
|
|
North Bend, Washington (1)
|
|
Manufacturing and warehouse
|
|
|
|
|
192,000 sq. ft
|
|
|
Rock Hill, South Carolina
|
|
Office, manufacturing and warehouse
|
|
|
|
|
168,000 sq. ft.
|
|
|
Umbertide, Italy
|
|
Office, manufacturing and warehouse
|
|
|
|
|
114,000 sq. ft.
|
|
|
Darra, Australia (1)
|
|
Warehouse
|
|
|
|
|
56,000 sq. ft.
|
|
|
Watertown, South Dakota
|
|
Office, manufacturing and warehouse
|
|
|
|
|
250,000 sq. ft.
|
|
|
Huron, South Dakota
|
|
Office and manufacturing
|
|
|
|
|
88,000 sq. ft.
|
|
|
Changzhou, China
|
|
Office, manufacturing and warehouse
|
|
|
|
|
312,000 sq. ft.
|
|
|
Betim, Brazil (1)
|
|
Office, manufacturing and warehouse
|
|
|
|
|
286,000 sq. ft.
|
Construction
|
|
Motherwell, Scotland (1)
|
|
Office, manufacturing and warehouse
|
|
|
|
|
473,000 sq. ft.
|
|
|
Bad Schoenborn, Germany
|
|
Office, manufacturing and warehouse
|
|
|
|
|
238,000 sq. ft.
|
|
|
Grand Rapids, Minnesota
|
|
Office, manufacturing and warehouse
|
|
|
|
|
199,000 sq. ft.
|
|
|
Coventry, England (1)
|
|
Office, manufacturing and warehouse
|
|
|
|
|
326,000 sq. ft.
|
|
|
Langenburg, Germany
|
|
Office, manufacturing and warehouse
|
|
|
|
|
102,000 sq. ft.
|
|
|
Gerabronn, Germany
|
|
Office and manufacturing
|
|
|
|
|
147,000 sq. ft.
|
|
|
Rothenburg, Germany (2)
|
|
Office and warehouse
|
|
|
|
|
97,000 sq. ft.
|
|
|
Crailsheim, Germany
|
|
Office and manufacturing
|
|
|
|
|
185,000 sq. ft.
|
|
|
Southaven, Mississippi (1)
|
|
Office and warehouse
|
|
|
|
|
505,000 sq. ft.
|
|
|
Greater Noida, Uttar Pradesh, India (1)
|
|
Office, manufacturing and warehouse
|
|
|
|
|
155,000 sq. ft.
|
|
|
Cachoeirinha, Brazil
|
|
Office, manufacturing and warehouse
|
|
|
|
|
78,000 sq. ft.
|
|
|
Oklahoma City, Oklahoma
|
|
Office, manufacturing and warehouse
|
|
|
|
|
620,000 sq. ft.
|
|
|
Canton, South Dakota
|
|
Office, manufacturing and warehouse
|
|
|
|
|
79,000 sq. ft.
|
BUSINESS UNIT
|
|
FACILITY LOCATION
|
|
TYPE AND APPROXIMATE SIZE OF FACILITY
|
|
|
Fort Wayne, Indiana
|
|
Office, manufacturing and warehouse
|
|
|
|
|
178,000 sq. ft.
|
Cranes
|
|
Crespellano, Italy
|
|
Office, manufacturing and warehouse
|
|
|
|
|
66,000 sq. ft.
|
|
|
Montceau-les-Mines, France
|
|
Office, manufacturing and warehouse
|
|
|
|
|
418,000 sq. ft.
|
|
|
Waverly, Iowa
|
|
Office, manufacturing and warehouse
|
|
|
|
|
312,000 sq. ft.
|
|
|
Brisbane, Australia (1)
|
|
Office, manufacturing and warehouse
|
|
|
|
|
66,200 sq. ft.
|
|
|
Fontanafredda, Italy
|
|
Office, manufacturing and warehouse
|
|
|
|
|
118,000 sq. ft.
|
|
|
Zweibruecken-Dinglerstrasse, Germany
|
|
Office, manufacturing and warehouse
|
|
|
|
|
483,000 sq. ft.
|
|
|
Zweibruecken-Wallerscheid, Germany (1)
|
|
Office, manufacturing and warehouse
|
|
|
|
|
336,000 sq. ft.
|
|
|
Bierbach, Germany (1)
|
|
Warehouse and manufacturing
|
|
|
|
|
198,000 sq. ft.
|
|
|
Pecs, Hungary (1)
|
|
Office and manufacturing
|
|
|
|
|
82,000 sq. ft.
|
|
|
Luzhou, China
|
|
Office, manufacturing and warehouse
|
|
|
|
|
1,100,000 sq. ft.
|
|
|
Jinan, China
|
|
Office, manufacturing and warehouse
|
|
|
|
|
416,000 sq. ft.
|
|
|
Long Crendon, England
|
|
Office and warehouse
|
|
|
|
|
140,000 sq. ft.
|
|
|
Lentigione, Italy
|
|
Office, manufacturing and warehouse
|
|
|
|
|
323,000 sq. ft
|
|
|
Würzburg, Germany
|
|
Office, manufacturing and warehouse
|
|
|
|
|
323,000 sq. ft.
|
|
|
Xiamen, China
|
|
Office, manufacturing and warehouse
|
|
|
|
|
538,000 sq. ft.
|
Material Handling & Port Solutions
|
|
Wetter an der Ruhr, Germany
|
|
Office, manufacturing and warehouse
|
|
|
|
|
722,000 sq. ft.
|
|
|
Düsseldorf, Germany
|
|
Office, manufacturing and warehouse
|
|
|
|
|
640,000 sq. ft.
|
|
|
Uslar, Germany
|
|
Office, manufacturing and warehouse
|
|
|
|
|
143,000 sq. ft.
|
|
|
Luisenthal, Germany
|
|
Office, manufacturing and warehouse
|
|
|
|
|
129,000 sq. ft.
|
|
|
Sydney, Australia
|
|
Office, manufacturing and warehouse
|
|
|
|
|
61,000 sq. ft.
|
|
|
Cotia, Brazil
|
|
Office, manufacturing and warehouse
|
|
|
|
|
212,000 sq. ft.
|
|
|
Shanghai, China (1)
|
|
Office, manufacturing and warehouse
|
|
|
|
|
164,000 sq. ft.
|
|
|
Banbury, England (1)
|
|
Office, manufacturing and warehouse
|
|
|
|
|
86,000 sq. ft.
|
|
|
Milan, Italy (1)
|
|
Office, manufacturing and warehouse
|
|
|
|
|
126,000 sq. ft.
|
|
|
Madrid, Spain (1)
|
|
Office, manufacturing and warehouse
|
|
|
|
|
94,000 sq. ft.
|
BUSINESS UNIT
|
|
FACILITY LOCATION
|
|
TYPE AND APPROXIMATE SIZE OF FACILITY
|
|
|
Boksburg, South Africa
|
|
Office, manufacturing and warehouse
|
|
|
|
|
478,000 sq. ft.
|
|
|
Slany, Czech Republic
|
|
Office, manufacturing and warehouse
|
|
|
|
|
216,000 sq. ft.
|
|
|
Solon, Ohio
|
|
Office, manufacturing and warehouse
|
|
|
|
|
157,000 sq. ft.
|
|
|
Chakan, India (1)
|
|
Office, manufacturing and warehouse
|
|
|
|
|
132,000 sq. ft.
|
|
|
Salzburg, Austria
|
|
Office and service
|
|
|
|
|
52,000 sq. ft
|
|
|
Dietlikon, Switzerland
|
|
Office and service
|
|
|
|
|
45,000 sq. ft
|
Materials Processing
|
|
Subang Jaya, Malaysia (1)
|
|
Manufacturing and warehouse
|
|
|
|
|
111,000 sq. ft.
|
|
|
Hosur, India
|
|
Manufacturing
|
|
|
|
|
215,000 sq. ft.
|
|
|
Durand, Michigan
|
|
Office, manufacturing and warehouse
|
|
|
|
|
114,000 sq. ft.
|
|
|
Omagh, Northern Ireland (1)
|
|
Office, manufacturing and warehouse
|
|
|
|
|
153,000 sq. ft.
|
|
|
Dungannon, Northern Ireland (1)
|
|
Office, manufacturing and warehouse
|
|
|
|
|
330,000 sq. ft.
|
|
|
Coalville, England
|
|
Office, manufacturing and warehouse
|
|
|
|
|
119,000 sq. ft.
|
|
|
Quanzhou, China
|
|
Office and manufacturing
|
|
|
|
|
19,000 sq. ft.
|
|
|
Farwell, Michigan (1)
|
|
Office and manufacturing
|
|
|
|
|
48,000 sq. ft
|
(1)
|
These facilities are either leased or subleased.
|
(2)
|
Includes approximately 54,000 sq. ft., which are leased.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
•
|
A consolidated complaint in the ERISA lawsuit was filed in the United States District Court, District of Connecticut on September 20, 2010 and is entitled In Re Terex Corp. ERISA Litigation.
|
•
|
A consolidated class action complaint for violations of securities laws in the securities lawsuit was filed in the United States District Court, District of Connecticut on November 18, 2010 and is entitled Sheet Metal Workers Local 32 Pension Fund and Ironworkers St. Louis Council Pension Fund, individually and on behalf of all others similarly situated v. Terex Corporation, et al.
|
•
|
A stockholder derivative complaint for violation of the Securities and Exchange Act of 1934, breach of fiduciary duty, waste of corporate assets and unjust enrichment was filed on April 12, 2010 in the United States District Court, District of Connecticut and is entitled Peter Derrer, derivatively on behalf of Terex Corporation v. Ronald M. DeFeo, Phillip C. Widman, Thomas J. Riordan, G. Chris Andersen, Donald P. Jacobs, David A. Sachs, William H. Fike, Donald DeFosset, Helge H. Wehmeier, Paula H.J. Cholmondeley, Oren G. Shaffer, Thomas J. Hansen, and David C. Wang, and Terex Corporation.
|
ITEM 4.
|
MINE SAFETY DISCLOSURE
|
PART II
|
|
ITEM 5.
|
MARKET FOR THE REGISTRANT
’
S COMMON EQUITY RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
2011
|
|
2010
|
||||||||||||||||||||||||||||
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||||||||||
High
|
$
|
18.51
|
|
|
$
|
29.87
|
|
|
$
|
38.43
|
|
|
$
|
38.50
|
|
|
$
|
31.35
|
|
|
$
|
23.13
|
|
|
$
|
28.71
|
|
|
$
|
23.89
|
|
Low
|
$
|
9.30
|
|
|
$
|
10.21
|
|
|
$
|
24.59
|
|
|
$
|
28.19
|
|
|
$
|
21.55
|
|
|
$
|
16.79
|
|
|
$
|
18.57
|
|
|
$
|
17.32
|
|
|
12/06
|
|
12/07
|
|
12/08
|
|
12/09
|
|
12/10
|
|
12/11
|
|
Terex Corporation
|
100.00
|
|
101.53
|
|
26.82
|
|
30.68
|
|
48.06
|
|
20.92
|
|
S&P 500
|
100.00
|
|
105.49
|
|
66.46
|
|
84.05
|
|
96.71
|
|
98.75
|
|
Old Peer Group
|
100.00
|
|
149.66
|
|
68.34
|
|
99.69
|
|
161.97
|
|
150.76
|
|
New Peer Group
|
100.00
|
|
133.53
|
|
67.64
|
|
102.18
|
|
147.01
|
|
131.46
|
|
Copyright© 2012 Standard & Poor’s, a division of The McGraw-Hill Companies Inc. All rights reserved. (www.researchdatagroup.com/S&P.htm)
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
AS OF OR FOR THE YEAR ENDED DECEMBER 31,
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
SUMMARY OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
6,504.6
|
|
|
$
|
4,418.2
|
|
|
$
|
3,858.4
|
|
|
$
|
7,958.9
|
|
|
$
|
7,568.5
|
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
(459.9
|
)
|
|
—
|
|
|||||
Income (loss) from operations
|
81.2
|
|
|
(73.8
|
)
|
|
(401.7
|
)
|
|
170.8
|
|
|
821.1
|
|
|||||
Income (loss) from continuing operations
|
34.1
|
|
|
(211.5
|
)
|
|
(406.4
|
)
|
|
(74.7
|
)
|
|
527.6
|
|
|||||
Income (loss) from discontinued operations – net of tax
|
5.8
|
|
|
(15.3
|
)
|
|
21.7
|
|
|
150.4
|
|
|
91.6
|
|
|||||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.8
|
|
|
589.3
|
|
|
(12.6
|
)
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to common stockholders
|
45.2
|
|
|
358.5
|
|
|
(398.4
|
)
|
|
71.9
|
|
|
613.9
|
|
|||||
Per Common and Common Equivalent Share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
0.35
|
|
|
$
|
(1.98
|
)
|
|
$
|
(3.97
|
)
|
|
$
|
(0.80
|
)
|
|
$
|
5.10
|
|
Income (loss) from discontinued operations – net of tax
|
0.05
|
|
|
(0.14
|
)
|
|
0.21
|
|
|
1.53
|
|
|
0.90
|
|
|||||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.01
|
|
|
5.42
|
|
|
(0.12
|
)
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to common stockholders
|
0.41
|
|
|
3.30
|
|
|
(3.88
|
)
|
|
0.73
|
|
|
6.00
|
|
|||||
Diluted attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
0.35
|
|
|
$
|
(1.98
|
)
|
|
$
|
(3.97
|
)
|
|
$
|
(0.80
|
)
|
|
$
|
4.98
|
|
Income (loss) from discontinued operations – net of tax
|
0.05
|
|
|
(0.14
|
)
|
|
0.21
|
|
|
1.53
|
|
|
0.87
|
|
|||||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.01
|
|
|
5.42
|
|
|
(0.12
|
)
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to common stockholders
|
0.41
|
|
|
3.30
|
|
|
(3.88
|
)
|
|
0.73
|
|
|
5.85
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS AND LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
4,013.5
|
|
|
$
|
3,968.9
|
|
|
$
|
3,914.6
|
|
|
$
|
4,040.9
|
|
|
$
|
4,776.9
|
|
Current liabilities
|
1,891.7
|
|
|
1,674.2
|
|
|
1,554.7
|
|
|
1,824.6
|
|
|
2,175.3
|
|
|||||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
|
|
|
|
|
|
||||||||||
Net property, plant and equipment
|
$
|
835.5
|
|
|
$
|
573.5
|
|
|
$
|
605.0
|
|
|
$
|
408.4
|
|
|
$
|
345.0
|
|
Capital expenditures
|
79.1
|
|
|
55.0
|
|
|
50.4
|
|
|
103.6
|
|
|
94.1
|
|
|||||
Depreciation
|
89.5
|
|
|
78.6
|
|
|
70.2
|
|
|
62.9
|
|
|
52.3
|
|
|||||
TOTAL ASSETS
|
$
|
7,050.7
|
|
|
$
|
5,516.4
|
|
|
$
|
5,713.8
|
|
|
$
|
5,445.4
|
|
|
$
|
6,316.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CAPITALIZATION
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt and notes payable (includes capital leases)
|
$
|
2,300.4
|
|
|
$
|
1,686.3
|
|
|
$
|
1,966.4
|
|
|
$
|
1,435.5
|
|
|
$
|
1,351.2
|
|
Total Terex Corporation Stockholders’ Equity
|
1,906.4
|
|
|
2,083.2
|
|
|
1,650.2
|
|
|
1,721.7
|
|
|
2,343.2
|
|
|||||
Dividends per share of Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares of Common Stock outstanding at year end
|
108.8
|
|
|
108.1
|
|
|
107.3
|
|
|
94.0
|
|
|
100.3
|
|
|||||
EMPLOYEES
|
22,600
|
|
|
16,300
|
|
|
15,000
|
|
|
16,500
|
|
|
17,600
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Dec ’11
|
Sep ’11
|
Jun ’11
|
Mar ’11
|
Dec ’10
|
||||||||||
Provision for (benefit from) income taxes as adjusted
|
$
|
(6.1
|
)
|
$
|
7.0
|
|
$
|
2.5
|
|
$
|
(18.8
|
)
|
|
||
Divided by: Loss before income taxes as adjusted
|
(9.5
|
)
|
(8.9
|
)
|
(23.6
|
)
|
(41.4
|
)
|
|
||||||
Effective tax rate as adjusted
|
64.2
|
%
|
(78.7
|
)%
|
(10.6
|
)%
|
45.4
|
%
|
|
||||||
Income (loss) from operations as adjusted
|
$
|
30.7
|
|
$
|
53.1
|
|
$
|
7.1
|
|
$
|
(8.2
|
)
|
|
||
Multiplied by: 1 minus Effective tax rate as adjusted
|
35.8
|
%
|
178.7
|
%
|
110.6
|
%
|
54.6
|
%
|
|
||||||
Adjusted net operating income (loss) after tax
|
$
|
11.0
|
|
$
|
94.9
|
|
$
|
7.9
|
|
$
|
(4.5
|
)
|
|
||
Debt (as defined above)
|
$
|
2,300.4
|
|
$
|
2,316.6
|
|
$
|
1,426.5
|
|
$
|
1,417.1
|
|
$
|
1,686.3
|
|
Less: Cash and cash equivalents
|
(774.1
|
)
|
(684.9
|
)
|
(702.0
|
)
|
(723.7
|
)
|
(894.2
|
)
|
|||||
Debt less Cash and cash equivalents
|
$
|
1,526.3
|
|
$
|
1,631.7
|
|
$
|
724.5
|
|
$
|
693.4
|
|
$
|
792.1
|
|
Total Terex Corporation stockholders’ equity as adjusted
|
$
|
1,781.5
|
|
$
|
1,854.4
|
|
$
|
1,999.3
|
|
$
|
1,998.6
|
|
$
|
1,907.2
|
|
Debt less Cash and cash equivalents plus Total Terex Corporation stockholders’ equity as adjusted
|
$
|
3,307.8
|
|
$
|
3,486.1
|
|
$
|
2,723.8
|
|
$
|
2,692.0
|
|
$
|
2,699.3
|
|
December 31, 2011 ROIC
|
3.7
|
%
|
|
NOPAT as adjusted (last 4 quarters)
|
$
|
109.3
|
|
Average Debt less Cash and cash equivalents plus Total Terex Corporation stockholders’ equity as adjusted (5 quarters)
|
$
|
2,981.8
|
|
Reconciliation of Income (loss) before income taxes:
|
Three months ended 12/31/11
|
Three months ended 9/30/11
|
Three months ended 06/30/11
|
Three months ended 03/31/11
|
|
||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
(9.5
|
)
|
$
|
67.3
|
|
$
|
16.5
|
|
$
|
10.2
|
|
|
||
Less: Gain realized on sale of BUCY shares
|
—
|
|
(76.2
|
)
|
(40.0
|
)
|
(51.6
|
)
|
|
||||||
Loss from discontinued operations before income taxes
|
—
|
|
—
|
|
(0.1
|
)
|
—
|
|
|
||||||
Loss before income taxes as adjusted
|
$
|
(9.5
|
)
|
$
|
(8.9
|
)
|
$
|
(23.6
|
)
|
$
|
(41.4
|
)
|
|
||
Reconciliation of income (loss) from operations:
|
|
|
|
|
|
||||||||||
Income (loss) from operations as reported
|
$
|
31.1
|
|
$
|
52.6
|
|
$
|
6.8
|
|
$
|
(9.3
|
)
|
|
||
Income (loss) from operations for TFS
|
(0.4
|
)
|
0.5
|
|
0.4
|
|
1.1
|
|
|
||||||
Loss from operations for discontinued operations
|
—
|
|
—
|
|
(0.1
|
)
|
—
|
|
|
||||||
Income (loss) from operations as adjusted
|
$
|
30.7
|
|
$
|
53.1
|
|
$
|
7.1
|
|
$
|
(8.2
|
)
|
|
||
Reconciliation of provision for (benefit from) income taxes:
|
|
|
|
|
|
||||||||||
Provision for (benefit from) income taxes as reported
|
$
|
(6.1
|
)
|
$
|
34.2
|
|
$
|
16.3
|
|
$
|
6.0
|
|
|
||
Provision for income taxes on realized gain for sale of BUCY shares
|
—
|
|
(27.2
|
)
|
(14.3
|
)
|
(18.4
|
)
|
|
||||||
Provision for (benefit from) income taxes for discontinued operations
|
—
|
|
—
|
|
0.5
|
|
(6.4
|
)
|
|
||||||
Provision for (benefit from) income taxes as adjusted
|
$
|
(6.1
|
)
|
$
|
7.0
|
|
$
|
2.5
|
|
$
|
(18.8
|
)
|
|
||
|
|
|
|
|
|
||||||||||
Reconciliation of Terex Corporation stockholders’ equity:
|
As of 12/31/11
|
As of 9/30/11
|
As of 06/30/11
|
As of 03/31/11
|
As of 12/31/10
|
||||||||||
Terex Corporation stockholders' equity as reported
|
$
|
1,906.4
|
|
$
|
1,991.7
|
|
$
|
2,178.2
|
|
$
|
2,157.9
|
|
$
|
2,083.2
|
|
TFS Assets
|
(124.6
|
)
|
(138.0
|
)
|
(127.5
|
)
|
(85.4
|
)
|
(76.2
|
)
|
|||||
Deferred loss (gain) on marketable securities
|
(0.3
|
)
|
0.7
|
|
(51.4
|
)
|
(73.9
|
)
|
(99.8
|
)
|
|||||
Terex Corporation stockholders' equity as adjusted
|
$
|
1,781.5
|
|
$
|
1,854.4
|
|
$
|
1,999.3
|
|
$
|
1,998.6
|
|
$
|
1,907.2
|
|
|
2011
|
|
2010
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
6,504.6
|
|
|
—
|
|
|
$
|
4,418.2
|
|
|
—
|
|
|
47.2
|
%
|
Gross profit
|
$
|
960.3
|
|
|
14.8
|
%
|
|
$
|
602.9
|
|
|
13.6
|
%
|
|
59.3
|
%
|
SG&A
|
$
|
879.1
|
|
|
13.5
|
%
|
|
$
|
676.7
|
|
|
15.3
|
%
|
|
29.9
|
%
|
Income (loss) from operations
|
$
|
81.2
|
|
|
1.2
|
%
|
|
$
|
(73.8
|
)
|
|
(1.7
|
)%
|
|
*
|
|
|
2011
|
|
2010
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
1,750.0
|
|
|
—
|
|
|
$
|
1,076.3
|
|
|
—
|
|
|
62.6
|
%
|
Gross profit
|
$
|
278.3
|
|
|
15.9
|
%
|
|
$
|
147.7
|
|
|
13.7
|
%
|
|
88.4
|
%
|
SG&A
|
$
|
192.0
|
|
|
11.0
|
%
|
|
$
|
144.9
|
|
|
13.5
|
%
|
|
32.5
|
%
|
Income from operations
|
$
|
86.3
|
|
|
4.9
|
%
|
|
$
|
2.8
|
|
|
0.3
|
%
|
|
*
|
|
|
2011
|
|
2010
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
1,505.6
|
|
|
—
|
|
|
$
|
1,081.2
|
|
|
—
|
|
|
39.3
|
%
|
Gross profit
|
$
|
163.1
|
|
|
10.8
|
%
|
|
$
|
91.9
|
|
|
8.5
|
%
|
|
77.5
|
%
|
SG&A
|
$
|
181.5
|
|
|
12.1
|
%
|
|
$
|
143.9
|
|
|
13.3
|
%
|
|
26.1
|
%
|
Loss from operations
|
$
|
(18.4
|
)
|
|
(1.2
|
)%
|
|
$
|
(52.0
|
)
|
|
(4.8
|
)%
|
|
*
|
|
|
2011
|
|
2010
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
1,999.7
|
|
|
—
|
|
|
$
|
1,780.6
|
|
|
—
|
|
|
12.3
|
%
|
Gross profit
|
$
|
251.2
|
|
|
12.6
|
%
|
|
$
|
268.5
|
|
|
15.1
|
%
|
|
(6.4
|
)%
|
SG&A
|
$
|
271.0
|
|
|
13.6
|
%
|
|
$
|
235.0
|
|
|
13.2
|
%
|
|
15.3
|
%
|
Income (loss) from operations
|
$
|
(19.8
|
)
|
|
(1.0
|
)%
|
|
$
|
33.5
|
|
|
1.9
|
%
|
|
(159.1
|
)%
|
*
|
Not applicable
|
**
|
All amounts reported reflect results of operations from August 16, 2011 (the date of acquisition of 81% of the shares of Demag Cranes AG) through
December 31, 2011
.
|
|
2011
|
|
2010
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
682.8
|
|
|
—
|
|
|
$
|
533.1
|
|
|
—
|
|
|
28.1
|
%
|
Gross profit
|
$
|
135.8
|
|
|
19.9
|
%
|
|
$
|
90.7
|
|
|
17.0
|
%
|
|
49.7
|
%
|
SG&A
|
$
|
76.3
|
|
|
11.2
|
%
|
|
$
|
66.2
|
|
|
12.4
|
%
|
|
15.3
|
%
|
Income from operations
|
$
|
59.5
|
|
|
8.7
|
%
|
|
$
|
24.5
|
|
|
4.6
|
%
|
|
142.9
|
%
|
|
2011
|
|
2010
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
(50.5
|
)
|
|
—
|
|
|
$
|
(53.0
|
)
|
|
—
|
|
|
4.7
|
%
|
Loss from operations
|
$
|
(7.2
|
)
|
|
14.3
|
%
|
|
$
|
(82.6
|
)
|
|
155.8
|
%
|
|
91.3
|
%
|
|
2010
|
|
2009
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
4,418.2
|
|
|
—
|
|
|
$
|
3,858.4
|
|
|
—
|
|
|
14.5
|
%
|
Gross profit
|
$
|
602.9
|
|
|
13.6
|
%
|
|
$
|
297.0
|
|
|
7.7
|
%
|
|
103.0
|
%
|
SG&A
|
$
|
676.7
|
|
|
15.3
|
%
|
|
$
|
698.7
|
|
|
18.1
|
%
|
|
(3.1
|
)%
|
Loss from operations
|
$
|
(73.8
|
)
|
|
(1.7
|
)%
|
|
$
|
(401.7
|
)
|
|
(10.4
|
)%
|
|
81.6
|
%
|
|
2010
|
|
2009
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
1,076.3
|
|
|
—
|
|
|
$
|
845.3
|
|
|
—
|
|
|
27.3
|
%
|
Gross profit
|
$
|
147.7
|
|
|
13.7
|
%
|
|
$
|
16.0
|
|
|
1.9
|
%
|
|
*
|
|
SG&A
|
$
|
144.9
|
|
|
13.5
|
%
|
|
$
|
170.7
|
|
|
20.2
|
%
|
|
(15.1
|
)%
|
Income (loss) from operations
|
$
|
2.8
|
|
|
0.3
|
%
|
|
$
|
(154.7
|
)
|
|
(18.3
|
)%
|
|
*
|
|
|
2010
|
|
2009
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
1,081.2
|
|
|
—
|
|
|
$
|
832.9
|
|
|
—
|
|
|
29.8
|
%
|
Gross profit
|
$
|
91.9
|
|
|
8.5
|
%
|
|
$
|
(58.7
|
)
|
|
(7.0
|
)%
|
|
*
|
|
SG&A
|
$
|
143.9
|
|
|
13.3
|
%
|
|
$
|
184.7
|
|
|
22.2
|
%
|
|
(22.1
|
)%
|
Loss from operations
|
$
|
(52.0
|
)
|
|
(4.8
|
)%
|
|
$
|
(243.4
|
)
|
|
(29.2
|
)%
|
|
78.6
|
%
|
|
2010
|
|
2009
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
1,780.6
|
|
|
—
|
|
|
$
|
1,890.9
|
|
|
—
|
|
|
(5.8
|
)%
|
Gross profit
|
$
|
268.5
|
|
|
15.1
|
%
|
|
$
|
319.0
|
|
|
16.9
|
%
|
|
(15.8
|
)%
|
SG&A
|
$
|
235.0
|
|
|
13.2
|
%
|
|
$
|
215.4
|
|
|
11.4
|
%
|
|
9.1
|
%
|
Income from operations
|
$
|
33.5
|
|
|
1.9
|
%
|
|
$
|
103.6
|
|
|
5.5
|
%
|
|
(67.7
|
)%
|
|
2010
|
|
2009
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
533.1
|
|
|
—
|
|
|
$
|
353.6
|
|
|
—
|
|
|
50.8
|
%
|
Gross profit
|
$
|
90.7
|
|
|
17.0
|
%
|
|
$
|
14.8
|
|
|
4.2
|
%
|
|
*
|
|
SG&A
|
$
|
66.2
|
|
|
12.4
|
%
|
|
$
|
64.1
|
|
|
18.1
|
%
|
|
3.3
|
%
|
Income (loss) from operations
|
$
|
24.5
|
|
|
4.6
|
%
|
|
$
|
(49.3
|
)
|
|
(13.9
|
)%
|
|
*
|
|
|
2010
|
|
2009
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
(53.0
|
)
|
|
—
|
|
|
$
|
(64.3
|
)
|
|
—
|
|
|
17.6
|
%
|
Income (loss) from operations
|
$
|
(82.6
|
)
|
|
155.8
|
%
|
|
$
|
(57.9
|
)
|
|
90.0
|
%
|
|
(42.7
|
)%
|
a)
|
Persuasive evidence that an arrangement exists;
|
b)
|
The price to the buyer is fixed or determinable;
|
c)
|
Collectibility is reasonably assured; and
|
d)
|
We have no significant obligations for future performance.
|
a)
|
Persuasive evidence that an arrangement exists;
|
b)
|
Delivery has occurred or services have been rendered;
|
c)
|
The price to the buyer is fixed or determinable;
|
d)
|
Collectibility is reasonably assured;
|
e)
|
We have no significant obligations for future performance; and
|
f)
|
We are not entitled to direct the disposition of the goods, cannot rescind the transaction, cannot prohibit the customer from moving, selling, or otherwise using the goods in the ordinary course of business and have no other rights of holding title that rest with a titleholder of property that is subject to a lien under the UCC.
|
a)
|
Persuasive evidence that an arrangement exists;
|
b)
|
Delivery has occurred or services have been rendered;
|
c)
|
The price to the buyer is fixed or determinable;
|
d)
|
Collectibility is reasonably assured; and
|
e)
|
The customer has given their acceptance, the time period for acceptance has elapsed or we have otherwise objectively demonstrated that the criteria specified in the acceptance provisions have been satisfied.
|
a)
|
Persuasive evidence that an arrangement exists;
|
b)
|
Delivery has occurred or services have been rendered;
|
c)
|
The price to the buyer is fixed or determinable; and
|
d)
|
Collectibility is reasonably assured.
|
|
Increase
|
|
Decrease
|
||||||||||||
|
Discount Rate
|
|
Expected long-
term rate of return
|
|
Discount Rate
|
|
Expected long-
term rate of return
|
||||||||
|
($ amounts in millions)
|
||||||||||||||
U. S. Plans:
|
|
|
|
|
|
|
|
||||||||
Net pension expense
|
$
|
0.2
|
|
|
$
|
(0.3
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
0.3
|
|
Projected benefit obligation
|
$
|
(4.6
|
)
|
|
$
|
—
|
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Non-U.S. Plans:
|
|
|
|
|
|
|
|
||||||||
Net pension expense
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Projected benefit obligation
|
$
|
(12.2
|
)
|
|
$
|
—
|
|
|
$
|
12.8
|
|
|
$
|
—
|
|
|
Three months
ended 12/31/11
|
||
Income from operations
|
$
|
31.1
|
|
Asset impairment
|
7.1
|
|
|
Plus: Depreciation and amortization
|
37.3
|
|
|
Plus: Proceeds from sale of fixed assets
|
2.6
|
|
|
Plus/minus: Cash changes in working capital
|
94.9
|
|
|
Plus/minus: Customer advances
|
11.0
|
|
|
Plus/minus: Rental/demo equipment
|
(0.5
|
)
|
|
Less: Capital expenditures
|
(15.5
|
)
|
|
Free cash flow
|
$
|
168.0
|
|
•
|
Many of our customers fund their purchases through third-party finance companies that extend credit based on the credit-worthiness of the customers and the expected residual value of our equipment. Changes either in the customers’ credit profile or used equipment values may affect the ability of customers to purchase equipment. There can be no assurance that third-party finance companies will continue to extend credit to our customers as they have in the past.
|
•
|
As our sales levels change, the absolute amount of working capital needed to support our business may change.
|
•
|
Our suppliers extend payment terms to us based on our overall credit rating. Declines in our credit rating may influence suppliers’ willingness to extend terms and in turn increase the cash requirements of our business.
|
•
|
Sales of our products are subject to general economic conditions, weather, competition and the translation effect of foreign currency exchange rate changes, and other factors that in many cases are outside our direct control. For example, during periods of economic uncertainty, our customers have delayed purchasing decisions, which has had a negative impact on cash generated from operations.
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
< 1 year
|
|
1-3 years
|
|
3-5 years
|
|
> 5 years
|
||||||||||
Long-term debt obligations
|
$
|
3,048.1
|
|
|
$
|
225.1
|
|
|
$
|
376.6
|
|
|
$
|
873.9
|
|
|
$
|
1,572.5
|
|
Capital lease obligations
|
2.2
|
|
|
1.1
|
|
|
1.0
|
|
|
0.1
|
|
|
—
|
|
|||||
Operating lease obligations
|
260.4
|
|
|
61.7
|
|
|
86.1
|
|
|
52.9
|
|
|
59.7
|
|
|||||
Purchase obligations
(1)
|
709.9
|
|
|
568.1
|
|
|
24.1
|
|
|
38.9
|
|
|
78.8
|
|
|||||
Total
|
$
|
4,020.6
|
|
|
$
|
856.0
|
|
|
$
|
487.8
|
|
|
$
|
965.8
|
|
|
$
|
1,711.0
|
|
(1)
|
Purchase obligations include non-cancellable and cancellable commitments. In many cases, cancellable commitments contain penalty provisions for cancellation.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
2011
|
|
2010
|
||||||||||||||||||||||||||||
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||||||||||
Net sales
|
$
|
1,956.6
|
|
|
$
|
1,803.6
|
|
|
$
|
1,488.2
|
|
|
$
|
1,256.2
|
|
|
$
|
1,326.6
|
|
|
$
|
1,075.8
|
|
|
$
|
1,079.9
|
|
|
$
|
935.9
|
|
Gross profit
|
302.6
|
|
|
275.6
|
|
|
214.9
|
|
|
167.2
|
|
|
185.6
|
|
|
163.9
|
|
|
155.0
|
|
|
98.5
|
|
||||||||
Net income (loss) from continuing operations attributable to common stockholders
|
(4.2
|
)
|
|
36.9
|
|
|
0.9
|
|
|
5.0
|
|
|
(32.5
|
)
|
|
(90.9
|
)
|
|
(13.1
|
)
|
|
(79.0
|
)
|
||||||||
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
6.4
|
|
|
(8.2
|
)
|
|
(3.4
|
)
|
|
(2.2
|
)
|
|
(1.5
|
)
|
||||||||
Gain (loss) on disposition of discontinued operations – net of tax
|
1.3
|
|
|
—
|
|
|
(0.8
|
)
|
|
0.3
|
|
|
(4.6
|
)
|
|
(1.5
|
)
|
|
(25.0
|
)
|
|
620.4
|
|
||||||||
Net income (loss) attributable to Terex Corporation
|
(2.9
|
)
|
|
36.9
|
|
|
(0.5
|
)
|
|
11.7
|
|
|
(45.3
|
)
|
|
(95.8
|
)
|
|
(40.3
|
)
|
|
539.9
|
|
||||||||
Per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) from continuing operations attributable to common stockholders
|
$
|
(0.04
|
)
|
|
$
|
0.34
|
|
|
$
|
0.01
|
|
|
$
|
0.05
|
|
|
$
|
(0.30
|
)
|
|
$
|
(0.84
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.73
|
)
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
0.06
|
|
|
(0.08
|
)
|
|
(0.03
|
)
|
|
(0.02
|
)
|
|
(0.01
|
)
|
||||||||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.01
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|
(0.23
|
)
|
|
5.72
|
|
||||||||
Net income (loss) attributable to Terex Corporation
|
(0.03
|
)
|
|
0.34
|
|
|
—
|
|
|
0.11
|
|
|
(0.42
|
)
|
|
(0.88
|
)
|
|
(0.37
|
)
|
|
4.98
|
|
||||||||
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) from continuing operations attributable to common stockholders
|
$
|
(0.04
|
)
|
|
$
|
0.33
|
|
|
$
|
0.01
|
|
|
$
|
0.04
|
|
|
$
|
(0.3
|
)
|
|
$
|
(0.84
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.73
|
)
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
0.06
|
|
|
(0.08
|
)
|
|
(0.03
|
)
|
|
(0.02
|
)
|
|
(0.01
|
)
|
||||||||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.01
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|
(0.23
|
)
|
|
5.72
|
|
||||||||
Net income (loss) attributable to Terex Corporation
|
(0.03
|
)
|
|
0.33
|
|
|
—
|
|
|
0.10
|
|
|
(0.42
|
)
|
|
(0.88
|
)
|
|
(0.37
|
)
|
|
4.98
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
PART III
|
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|
|
Weighted average exercise price of outstanding options, warrants and rights (b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
|
Equity compensation plans approved by stockholders
|
|
826,193 (1)
|
|
$18.89
|
|
3,461,966
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
—
|
|
—
|
Total
|
|
826,193 (1)
|
|
$18.89
|
|
3,461,966
|
(1)
|
This does not include 3,134,940 of restricted stock awards, which are also not included in the calculation of the weighted average exercise price of outstanding options, warrants and rights in column (b) of this table.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
PART IV
|
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
By:
|
/s/ Ronald M. DeFeo
|
|
February 29, 2012
|
|
Ronald M. DeFeo
|
|
|
|
Chairman, Chief Executive
Officer and Director
|
|
|
NAME
|
TITLE
|
DATE
|
|
|
|
/s/ Ronald M. DeFeo
|
Chairman, Chief Executive Officer,
|
February 29, 2012
|
Ronald M. DeFeo
|
and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Phillip C. Widman
|
Senior Vice President and Chief Financial
|
February 29, 2012
|
Phillip C. Widman
|
Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Mark I. Clair
|
Vice President, Controller and Chief
|
February 29, 2012
|
Mark I. Clair
|
Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ G. Chris Andersen
|
Lead Director
|
February 29, 2012
|
G. Chris Andersen
|
|
|
|
|
|
/s/ Paula H. J. Cholmondeley
|
Director
|
February 29, 2012
|
Paula H. J. Cholmondeley
|
|
|
|
|
|
/s/ Don DeFosset
|
Director
|
February 29, 2012
|
Don DeFosset
|
|
|
|
|
|
/s/ Thomas J. Hansen
|
Director
|
February 29, 2012
|
Thomas J. Hansen
|
|
|
|
|
|
/s/ David A. Sachs
|
Director
|
February 29, 2012
|
David A. Sachs
|
|
|
|
|
|
/s/ Oren G. Shaffer
|
Director
|
February 29, 2012
|
Oren G. Shaffer
|
|
|
|
|
|
/s/ David C. Wang
|
Director
|
February 29, 2012
|
David C. Wang
|
|
|
|
|
|
/s/ Scott W. Wine
|
Director
|
February 29, 2012
|
Scott W. Wine
|
|
|
3.1
|
Restated Certificate of Incorporation of Terex Corporation (incorporated by reference to Exhibit 3.1 of the Form S-1 Registration Statement of Terex Corporation, Registration No. 33-52297).
|
|
|
3.2
|
Certificate of Elimination with respect to the Series B Preferred Stock (incorporated by reference to Exhibit 4.3 of the Form 10-K for the year ended December 31, 1998 of Terex Corporation, Commission File No. 1-10702).
|
|
|
3.3
|
Certificate of Amendment to Certificate of Incorporation of Terex Corporation dated September 5, 1998 (incorporated by reference to Exhibit 3.3 of the Form 10-K for the year ended December 31, 1998 of Terex Corporation, Commission File No. 1-10702).
|
|
|
3.4
|
Certificate of Amendment of the Certificate of Incorporation of Terex Corporation dated July 17, 2007 (incorporated by reference to Exhibit 3.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated July 17, 2007 and filed with the Commission on July 17, 2007).
|
|
|
3.5
|
Amended and Restated Bylaws of Terex Corporation (incorporated by reference to Exhibit 3.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated December 8, 2011 and filed with the Commission on December 13, 2011).
|
|
|
4.1
|
Indenture, dated July 20, 2007, between Terex Corporation and HSBC Bank USA, National Association, as Trustee, relating to senior debt securities (incorporated by reference to Exhibit 4.1 of the Form S-3 Registration Statement of Terex Corporation, Registration No. 333-144796).
|
|
|
4.2
|
Indenture, dated July 20, 2007, between Terex Corporation and HSBC Bank USA, National Association, as Trustee, relating to subordinated debt securities (incorporated by reference to Exhibit 4.2 of the Form S-3 Registration Statement of Terex Corporation, Registration No. 333-144796).
|
|
|
4.3
|
Supplemental Indenture, dated November 13, 2007, between Terex Corporation and HSBC Bank USA, National Association relating to 8% Senior Subordinated Notes due 2017 (incorporated by reference to Exhibit 4.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated November 13, 2007 and filed with the Commission on December 14, 2007).
|
|
|
4.4
|
Supplemental Indenture, dated June 3, 2009, between Terex Corporation and HSBC Bank USA, National Association relating to 10-7/8% Senior Notes Due 2016 (incorporated by reference to Exhibit 4.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated June 3, 2009 and filed with the Commission on June 8, 2009).
|
|
|
4.5
|
Second Supplemental Indenture, dated June 3, 2009, between Terex Corporation and HSBC Bank USA, National Association relating to 4% Convertible Senior Subordinated Notes Due 2015 (incorporated by reference to Exhibit 4.2 of the Form 8-K Current Report, Commission File No. 1-10702, dated June 3, 2009 and filed with the Commission on June 8, 2009).
|
|
|
4.6
|
Supplemental Indenture, dated as of February 7, 2011, to the Supplemental Indenture dated as of June 3, 2009 to the Senior Debt Indenture dated as of July 20, 2007, with HSBC Bank USA, National Association as Trustee relating to the 10.875% Senior Notes due 2016 (incorporated by reference to Exhibit 4.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated February 7, 2011 and filed with the Commission on February 10, 2011).
|
|
|
4.7
|
Supplemental Indenture, dated as of February 7, 2011, to the Supplemental Indenture dated as of November 13, 2007 to the Subordinated Debt Indenture dated as of July 20, 2007, with HSBC Bank USA, National Association as Trustee relating to the 8% Senior Subordinated Notes due 2017 (incorporated by reference to Exhibit 4.2 of the Form 8-K Current Report, Commission File No. 1-10702, dated February 7, 2011 and filed with the Commission on February 10, 2011).
|
|
|
4.8
|
Supplemental Indenture, dated as of February 7, 2011, to the Second Supplemental Indenture dated as of June 3, 2009 to the Subordinated Debt Indenture dated as of July 20, 2007, with HSBC Bank USA, National Association as Trustee relating to the 4% Convertible Senior Subordinated Notes due 2015 (incorporated by reference to Exhibit 4.3 of the Form 8-K Current Report, Commission File No. 1-10702, dated February 7, 2011 and filed with the Commission on February 10, 2011).
|
|
|
10.1
|
Terex Corporation Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of the Form 10-Q for the quarter ended June 30, 2007 of Terex Corporation, Commission File No. 1-10702).
|
|
|
10.2
|
1996 Terex Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form S-8 Registration Statement of Terex Corporation, Registration No. 333-03983).
|
|
|
10.3
|
Amendment No. 1 to 1996 Terex Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.5 of the Form 10-K for the year ended December 31, 1999 of Terex Corporation, Commission File No. 1-10702).
|
|
|
10.4
|
Amendment No. 2 to 1996 Terex Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.6 of the Form 10-K for the year ended December 31, 1999 of Terex Corporation, Commission File No. 1-10702).
|
|
|
10.5
|
Terex Corporation Amended and Restated 2000 Incentive Plan (incorporated by reference to Exhibit 10.3 of the Form 8-K Current Report, Commission File No. 1-10702, dated October 14, 2008 and filed with the Commission on October 17, 2008).
|
|
|
10.6
|
Form of Restricted Stock Agreement under the Terex Corporation 2000 Incentive Plan between Terex Corporation and participants of the 2000 Incentive Plan (incorporated by reference to Exhibit 10.4 of the Form 8-K Current Report, Commission File No. 1-10702, dated January 1, 2005 and filed with the Commission on January 5, 2005).
|
|
|
10.7
|
Form of Option Agreement under the Terex Corporation 2000 Incentive Plan between Terex Corporation and participants of the 2000 Incentive Plan (incorporated by reference to Exhibit 10.5 of the Form 8-K Current Report, Commission File No. 1-10702, dated January 1, 2005 and filed with the Commission on January 5, 2005).
|
|
|
10.8
|
Terex Corporation Amended and Restated Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.10 of the Form 10-K for the year ended December 31, 2008 of Terex Corporation, Commission File No. 1-10702).
|
|
|
10.9
|
Summary of material terms of non-CEO 2010 performance targets (incorporated by reference to the Form 8-K Current Report, Commission File No. 1-10702, dated March 3, 2010 and filed with the Commission on March 9, 2010).
|
|
|
10.10
|
Summary of material terms of CEO 2010 performance targets (incorporated by reference to the Form 8-K Current Report, Commission File No. 1-10702, dated March 18, 2010 and filed with the Commission on March 22, 2010).
|
|
|
10.11
|
Terex Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.11 of the Form 10-Q for the quarter ended June 30, 2004 of Terex Corporation, Commission File No. 1-10702).
|
|
|
10.12
|
Amendment to the Terex Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated October 14, 2008 and filed with the Commission on October 17, 2008).
|
|
|
10.13
|
Terex Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of the Form 8-K Current Report, Commission File No. 1-10702, dated October 14, 2008 and filed with the Commission on October 17, 2008).
|
|
|
10.14
|
Amendment to the Terex Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of the Form 8-K Current Report, Commission File No. 1-10702, dated December 12, 2008 and filed with the Commission on December 16, 2008).
|
|
|
10.15
|
Summary of material terms of Terex Corporation Outside Directors' Compensation Program (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated November 23, 2010 and filed with the Commission on November 30, 2010).
|
|
|
10.16
|
Terex Corporation Amended and Restated 2009 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated May 12, 2011 and filed with the Commission on May 17, 2011).
|
|
|
10.17
|
Form of Restricted Stock Agreement (time based) under the Terex Corporation Amended and Restated 2009 Omnibus Incentive Plan between Terex Corporation and participants of the 2009 Omnibus Incentive Plan.*
|
|
|
10.18
|
Form of Restricted Stock Agreement (performance based) under the Terex Corporation Amended and Restated 2009 Omnibus Incentive Plan between Terex Corporation and participants of the 2009 Omnibus Incentive Plan.*
|
|
|
10.19
|
Amended and Restated Credit Agreement dated as of August 5, 2011, among Terex Corporation, certain of its subsidiaries, the Lenders named therein and Credit Suisse AG, as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated August 5, 2011 and filed with the Commission August 10, 2011).
|
|
|
10.20
|
Guarantee and Collateral Agreement dated as of August 11, 2011, among Terex Corporation, certain of its subsidiaries, and Credit Suisse AG, as Collateral Agent (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated August 11, 2011 and filed with the Commission August 16, 2011).
|
|
|
|
Year Ended
December 31, |
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net sales
|
$
|
6,504.6
|
|
|
$
|
4,418.2
|
|
|
$
|
3,858.4
|
|
Cost of goods sold
|
(5,544.3
|
)
|
|
(3,815.3
|
)
|
|
(3,561.4
|
)
|
|||
Gross profit
|
960.3
|
|
|
602.9
|
|
|
297.0
|
|
|||
Selling, general and administrative expenses
|
(879.1
|
)
|
|
(676.7
|
)
|
|
(698.7
|
)
|
|||
Income (loss) from operations
|
81.2
|
|
|
(73.8
|
)
|
|
(401.7
|
)
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Interest income
|
14.3
|
|
|
9.8
|
|
|
4.9
|
|
|||
Interest expense
|
(134.9
|
)
|
|
(145.4
|
)
|
|
(119.4
|
)
|
|||
Loss on early extinguishment of debt
|
(7.7
|
)
|
|
(1.4
|
)
|
|
(3.3
|
)
|
|||
Amortization of debt issuance costs
|
(8.1
|
)
|
|
(7.9
|
)
|
|
(5.0
|
)
|
|||
Other income (expense) – net
|
139.7
|
|
|
(19.6
|
)
|
|
0.7
|
|
|||
Income (loss) from continuing operations before income taxes
|
84.5
|
|
|
(238.3
|
)
|
|
(523.8
|
)
|
|||
(Provision for) benefit from income taxes
|
(50.4
|
)
|
|
26.8
|
|
|
117.4
|
|
|||
Income (loss) from continuing operations
|
34.1
|
|
|
(211.5
|
)
|
|
(406.4
|
)
|
|||
Income (loss) from discontinued operations – net of tax
|
5.8
|
|
|
(15.3
|
)
|
|
21.7
|
|
|||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.8
|
|
|
589.3
|
|
|
(12.6
|
)
|
|||
Net income (loss)
|
40.7
|
|
|
362.5
|
|
|
(397.3
|
)
|
|||
Net loss (income) attributable to noncontrolling interest
|
4.5
|
|
|
(4.0
|
)
|
|
(1.1
|
)
|
|||
Net income (loss) attributable to Terex Corporation
|
$
|
45.2
|
|
|
$
|
358.5
|
|
|
$
|
(398.4
|
)
|
Amounts attributable to Terex Corporation common stockholders:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
38.6
|
|
|
$
|
(215.5
|
)
|
|
$
|
(407.5
|
)
|
Income (loss) from discontinued operations – net of tax
|
5.8
|
|
|
(15.3
|
)
|
|
21.7
|
|
|||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.8
|
|
|
589.3
|
|
|
(12.6
|
)
|
|||
Net income (loss) attributable to Terex Corporation
|
$
|
45.2
|
|
|
$
|
358.5
|
|
|
$
|
(398.4
|
)
|
Basic Earnings (Loss) per Share Attributable to Terex Corporation Common Stockholders:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.35
|
|
|
$
|
(1.98
|
)
|
|
$
|
(3.97
|
)
|
Income (loss) from discontinued operations – net of tax
|
0.05
|
|
|
(0.14
|
)
|
|
0.21
|
|
|||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.01
|
|
|
5.42
|
|
|
(0.12
|
)
|
|||
Net income (loss) attributable to Terex Corporation
|
$
|
0.41
|
|
|
$
|
3.30
|
|
|
$
|
(3.88
|
)
|
Diluted Earnings (Loss) per Share Attributable to Terex Corporation Common Stockholders:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.35
|
|
|
$
|
(1.98
|
)
|
|
$
|
(3.97
|
)
|
Income (loss) from discontinued operations – net of tax
|
0.05
|
|
|
(0.14
|
)
|
|
0.21
|
|
|||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.01
|
|
|
5.42
|
|
|
(0.12
|
)
|
|||
Net income (loss) attributable to Terex Corporation
|
$
|
0.41
|
|
|
$
|
3.30
|
|
|
$
|
(3.88
|
)
|
Weighted average number of shares outstanding in per share calculation
|
|
|
|
|
|
||||||
Basic
|
109.5
|
|
|
108.7
|
|
|
102.6
|
|
|||
Diluted
|
110.7
|
|
|
108.7
|
|
|
102.6
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
774.1
|
|
|
$
|
894.2
|
|
Investments in marketable securities
|
3.0
|
|
|
521.4
|
|
||
Trade receivables (net of allowance of $42.5 and $46.8 at December 31, 2011 and 2010, respectively)
|
1,178.1
|
|
|
782.5
|
|
||
Inventories
|
1,758.1
|
|
|
1,448.7
|
|
||
Deferred taxes
|
81.8
|
|
|
23.4
|
|
||
Other current assets
|
218.4
|
|
|
298.7
|
|
||
Total current assets
|
4,013.5
|
|
|
3,968.9
|
|
||
Non-current assets
|
|
|
|
||||
Property, plant and equipment – net
|
835.5
|
|
|
573.5
|
|
||
Goodwill
|
1,258.8
|
|
|
492.9
|
|
||
Intangible assets – net
|
519.5
|
|
|
140.4
|
|
||
Deferred taxes
|
70.2
|
|
|
90.5
|
|
||
Other assets
|
353.2
|
|
|
250.2
|
|
||
Total assets
|
$
|
7,050.7
|
|
|
$
|
5,516.4
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Notes payable and current portion of long-term debt
|
$
|
77.0
|
|
|
$
|
346.8
|
|
Trade accounts payable
|
764.6
|
|
|
570.0
|
|
||
Accrued compensation and benefits
|
222.3
|
|
|
128.5
|
|
||
Accrued warranties and product liability
|
111.0
|
|
|
86.4
|
|
||
Customer advances
|
223.2
|
|
|
95.8
|
|
||
Income taxes payable
|
185.3
|
|
|
186.8
|
|
||
Other current liabilities
|
308.3
|
|
|
259.9
|
|
||
Total current liabilities
|
1,891.7
|
|
|
1,674.2
|
|
||
Non-current liabilities
|
|
|
|
||||
Long-term debt, less current portion
|
2,223.4
|
|
|
1,339.5
|
|
||
Retirement plans
|
344.6
|
|
|
155.0
|
|
||
Other non-current liabilities
|
406.5
|
|
|
236.3
|
|
||
Total liabilities
|
4,866.2
|
|
|
3,405.0
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ equity
|
|
|
|
||||
Common stock, $.01 par value – authorized 300.0 shares; issued 121.9 and 121.2 shares at December 31, 2011 and 2010, respectively
|
1.2
|
|
|
1.2
|
|
||
Additional paid-in capital
|
1,271.8
|
|
|
1,264.2
|
|
||
Retained earnings
|
1,361.9
|
|
|
1,316.7
|
|
||
Accumulated other comprehensive (loss) income
|
(129.4
|
)
|
|
100.4
|
|
||
Less cost of shares of common stock in treasury – 13.1 shares at December 31, 2011 and 2010
|
(599.1
|
)
|
|
(599.3
|
)
|
||
Total Terex Corporation stockholders’ equity
|
1,906.4
|
|
|
2,083.2
|
|
||
Noncontrolling interest
|
278.1
|
|
|
28.2
|
|
||
Total stockholders’ equity
|
2,184.5
|
|
|
2,111.4
|
|
||
Total liabilities and stockholders’ equity
|
$
|
7,050.7
|
|
|
$
|
5,516.4
|
|
|
Outstanding
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Common
Stock in
Treasury
|
|
Non-controlling
Interest
|
|
Total
|
|||||||||||||||
Balance at December 31, 2008
|
94.0
|
|
|
$
|
1.1
|
|
|
$
|
1,046.2
|
|
|
$
|
1,356.6
|
|
|
$
|
(82.3
|
)
|
|
$
|
(599.9
|
)
|
|
$
|
22.2
|
|
|
$
|
1,743.9
|
|
Net (Loss) Income
|
—
|
|
|
—
|
|
|
—
|
|
|
(398.4
|
)
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
(396.1
|
)
|
|||||||
Other Comprehensive Income (Loss) – net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139.6
|
|
|
—
|
|
|
—
|
|
|
139.6
|
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.7
|
)
|
|
—
|
|
|
—
|
|
|
(18.7
|
)
|
|||||||
Derivative hedging adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|||||||
Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(277.8
|
)
|
||||||||||||||
Issuance of Common Stock
|
13.3
|
|
|
0.1
|
|
|
186.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186.6
|
|
|||||||
Compensation under Stock-based Plans – net
|
—
|
|
|
—
|
|
|
(15.4
|
)
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
(14.0
|
)
|
|||||||
Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
|
9.7
|
|
|||||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|
(1.7
|
)
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|
(7.1
|
)
|
|||||||
Issuance of convertible debt – net of tax
|
—
|
|
|
—
|
|
|
35.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.0
|
|
|||||||
Acquisition of Treasury Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||||
Balance at December 31, 2009
|
107.3
|
|
|
1.2
|
|
|
1,253.5
|
|
|
958.2
|
|
|
36.0
|
|
|
(598.7
|
)
|
|
24.2
|
|
|
1,674.4
|
|
|||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
358.5
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
362.5
|
|
|||||||
Other Comprehensive Income (Loss) – net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65.9
|
)
|
|
—
|
|
|
0.1
|
|
|
(65.8
|
)
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.0
|
|
|
—
|
|
|
—
|
|
|
28.0
|
|
|||||||
Derivative hedging adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|||||||
Debt and equity security adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100.8
|
|
|
—
|
|
|
—
|
|
|
100.8
|
|
|||||||
Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
427.0
|
|
||||||||||||||
Issuance of Common Stock
|
0.8
|
|
|
—
|
|
|
27.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.5
|
|
|||||||
Compensation under Stock-based Plans – net
|
0.1
|
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
(1.9
|
)
|
|||||||
Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
|
7.5
|
|
|||||||
Divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|
(3.6
|
)
|
|||||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(13.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(13.6
|
)
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
(3.4
|
)
|
|||||||
Acquisition of Treasury Stock
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
(2.5
|
)
|
|||||||
Balance at December 31, 2010
|
108.1
|
|
|
1.2
|
|
|
1,264.2
|
|
|
1,316.7
|
|
|
100.4
|
|
|
(599.3
|
)
|
|
28.2
|
|
|
2,111.4
|
|
|||||||
Net Income (Loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
45.2
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
40.7
|
|
|||||||
Other Comprehensive Income (Loss) – net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
(105.8
|
)
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23.5
|
)
|
|
—
|
|
|
—
|
|
|
(23.5
|
)
|
|||||||
Derivative hedging adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||||
Debt and equity security adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99.9
|
)
|
|
—
|
|
|
—
|
|
|
(99.9
|
)
|
|||||||
Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(190.0
|
)
|
||||||||||||||
Issuance of Common Stock
|
0.7
|
|
|
—
|
|
|
26.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26.5
|
|
|||||||
Compensation under Stock-based Plans – net
|
0.1
|
|
|
—
|
|
|
(13.7
|
)
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
(11.1
|
)
|
|||||||
Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
258.3
|
|
|
258.3
|
|
|||||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(5.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
(6.5
|
)
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
(1.7
|
)
|
|||||||
Acquisition of Treasury Stock
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|||||||
Balance at December 31, 2011
|
108.8
|
|
|
$
|
1.2
|
|
|
$
|
1,271.8
|
|
|
$
|
1,361.9
|
|
|
$
|
(129.4
|
)
|
|
$
|
(599.1
|
)
|
|
$
|
278.1
|
|
|
$
|
2,184.5
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
OPERATING ACTIVITIES OF CONTINUING OPERATIONS
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
40.7
|
|
|
$
|
362.5
|
|
|
$
|
(397.3
|
)
|
Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities:
|
|
|
|
|
|
||||||
Discontinued operations
|
(6.6
|
)
|
|
(574.0
|
)
|
|
(9.1
|
)
|
|||
Depreciation and amortization
|
126.6
|
|
|
104.8
|
|
|
93.4
|
|
|||
Deferred taxes
|
(2.0
|
)
|
|
108.0
|
|
|
(131.9
|
)
|
|||
Gain on sale of assets
|
(173.5
|
)
|
|
(3.3
|
)
|
|
(1.9
|
)
|
|||
Stock-based compensation expense
|
23.4
|
|
|
34.9
|
|
|
31.8
|
|
|||
Other non-cash charges
|
96.4
|
|
|
101.8
|
|
|
91.5
|
|
|||
Changes in operating assets and liabilities (net of effects of acquisitions and divestitures):
|
|
|
|
|
|
||||||
Trade receivables
|
(181.2
|
)
|
|
(215.1
|
)
|
|
293.7
|
|
|||
Inventories
|
(26.1
|
)
|
|
(194.2
|
)
|
|
448.3
|
|
|||
Trade accounts payable
|
64.6
|
|
|
36.1
|
|
|
(392.8
|
)
|
|||
Income taxes payable / receivable
|
74.4
|
|
|
(143.6
|
)
|
|
(63.1
|
)
|
|||
Other assets and liabilities
|
(56.3
|
)
|
|
(213.6
|
)
|
|
(64.1
|
)
|
|||
Other operating activities, net
|
38.7
|
|
|
(14.4
|
)
|
|
60.9
|
|
|||
Net cash provided by (used in) operating activities of continuing operations
|
19.1
|
|
|
(610.1
|
)
|
|
(40.6
|
)
|
|||
INVESTING ACTIVITIES OF CONTINUING OPERATIONS
|
|
|
|
|
|
||||||
Capital expenditures
|
(79.1
|
)
|
|
(55.0
|
)
|
|
(50.4
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(1,035.2
|
)
|
|
(12.8
|
)
|
|
(9.8
|
)
|
|||
Investments in and advances to affiliates
|
—
|
|
|
(19.3
|
)
|
|
—
|
|
|||
Proceeds from disposition of discontinued operations
|
0.5
|
|
|
1,002.0
|
|
|
—
|
|
|||
Investments in derivative securities
|
(16.1
|
)
|
|
(21.1
|
)
|
|
—
|
|
|||
Proceeds from sale of assets
|
539.6
|
|
|
10.0
|
|
|
6.1
|
|
|||
Other investing activities, net
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by investing activities of continuing operations
|
(592.5
|
)
|
|
903.8
|
|
|
(54.1
|
)
|
|||
FINANCING ACTIVITIES OF CONTINUING OPERATIONS
|
|
|
|
|
|
||||||
Principal repayments of debt
|
(444.2
|
)
|
|
(365.5
|
)
|
|
(685.0
|
)
|
|||
Proceeds from issuance of debt
|
926.7
|
|
|
73.9
|
|
|
1,114.3
|
|
|||
Proceeds from issuance of common stock, net
|
—
|
|
|
—
|
|
|
156.3
|
|
|||
Payment of debt issuance costs
|
(26.6
|
)
|
|
(7.8
|
)
|
|
(17.2
|
)
|
|||
Purchase of noncontrolling interest
|
(6.3
|
)
|
|
(12.9
|
)
|
|
(1.7
|
)
|
|||
Distributions to noncontrolling interest
|
—
|
|
|
(3.4
|
)
|
|
(7.1
|
)
|
|||
Other financing activities, net
|
4.6
|
|
|
—
|
|
|
(0.8
|
)
|
|||
Net cash provided by (used in) financing activities of continuing operations
|
454.2
|
|
|
(315.7
|
)
|
|
558.8
|
|
|||
CASH FLOWS FROM DISCONTINUED OPERATIONS
|
|
|
|
|
|
|
|
||||
Net cash (used in) provided by operating activities of discontinued operations
|
—
|
|
|
(53.1
|
)
|
|
2.9
|
|
|||
Net cash provided by (used in) investing activities of discontinued operations
|
—
|
|
|
0.1
|
|
|
(7.0
|
)
|
|||
Net cash used in financing activities of discontinued operations
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||
Net cash used in discontinued operations
|
—
|
|
|
(53.0
|
)
|
|
(4.3
|
)
|
|||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
(0.9
|
)
|
|
(2.0
|
)
|
|
27.0
|
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(120.1
|
)
|
|
(77.0
|
)
|
|
486.8
|
|
|||
Cash and Cash Equivalents at Beginning of Period
|
894.2
|
|
|
971.2
|
|
|
484.4
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
774.1
|
|
|
$
|
894.2
|
|
|
$
|
971.2
|
|
Balance as of December 31, 2009
|
$
|
126.2
|
|
Accruals for warranties issued during the period
|
74.5
|
|
|
Business acquired during the period
|
—
|
|
|
Changes in estimates
|
0.1
|
|
|
Settlements during the year
|
(92.8
|
)
|
|
Foreign exchange effect/other
|
(5.0
|
)
|
|
Balance as of December 31, 2010
|
103.0
|
|
|
Accruals for warranties issued during the period
|
74.9
|
|
|
Business acquired during the period
|
24.7
|
|
|
Changes in estimates
|
11.5
|
|
|
Settlements during the year
|
(76.5
|
)
|
|
Foreign exchange effect/other
|
(3.5
|
)
|
|
Balance as of December 31, 2011
|
$
|
134.1
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net Sales
|
|
|
|
|
|
||||||
AWP
|
$
|
1,750.0
|
|
|
$
|
1,076.3
|
|
|
$
|
845.3
|
|
Construction
|
1,505.6
|
|
|
1,081.2
|
|
|
832.9
|
|
|||
Cranes
|
1,999.7
|
|
|
1,780.6
|
|
|
1,890.9
|
|
|||
MHPS
|
617.0
|
|
|
—
|
|
|
—
|
|
|||
MP
|
682.8
|
|
|
533.1
|
|
|
353.6
|
|
|||
Corporate and Other / Eliminations
|
(50.5
|
)
|
|
(53.0
|
)
|
|
(64.3
|
)
|
|||
Total
|
$
|
6,504.6
|
|
|
$
|
4,418.2
|
|
|
$
|
3,858.4
|
|
Income (loss) from Operations
|
|
|
|
|
|
||||||
AWP
|
$
|
86.3
|
|
|
$
|
2.8
|
|
|
$
|
(154.7
|
)
|
Construction
|
(18.4
|
)
|
|
(52.0
|
)
|
|
(243.4
|
)
|
|||
Cranes
|
(19.8
|
)
|
|
33.5
|
|
|
103.6
|
|
|||
MHPS
|
(19.2
|
)
|
|
—
|
|
|
—
|
|
|||
MP
|
59.5
|
|
|
24.5
|
|
|
(49.3
|
)
|
|||
Corporate and Other / Eliminations *
|
(7.2
|
)
|
|
(82.6
|
)
|
|
(57.9
|
)
|
|||
Total
|
$
|
81.2
|
|
|
$
|
(73.8
|
)
|
|
$
|
(401.7
|
)
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
AWP
|
$
|
17.7
|
|
|
$
|
18.1
|
|
|
$
|
17.9
|
|
Construction
|
25.5
|
|
|
28.4
|
|
|
29.6
|
|
|||
Cranes
|
41.4
|
|
|
37.9
|
|
|
29.0
|
|
|||
MHPS
|
21.3
|
|
|
—
|
|
|
—
|
|
|||
MP
|
5.8
|
|
|
5.7
|
|
|
5.7
|
|
|||
Corporate
|
14.9
|
|
|
14.7
|
|
|
11.2
|
|
|||
Total
|
$
|
126.6
|
|
|
$
|
104.8
|
|
|
$
|
93.4
|
|
Capital Expenditures
|
|
|
|
|
|
||||||
AWP
|
$
|
14.9
|
|
|
$
|
19.4
|
|
|
$
|
6.8
|
|
Construction
|
17.5
|
|
|
9.7
|
|
|
5.5
|
|
|||
Cranes
|
13.6
|
|
|
13.5
|
|
|
10.9
|
|
|||
MHPS
|
16.6
|
|
|
—
|
|
|
—
|
|
|||
MP
|
2.6
|
|
|
2.6
|
|
|
7.2
|
|
|||
Corporate
|
13.9
|
|
|
9.8
|
|
|
20.0
|
|
|||
Total
|
$
|
79.1
|
|
|
$
|
55.0
|
|
|
$
|
50.4
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Identifiable Assets
|
|
|
|
||||
AWP
|
$
|
1,039.5
|
|
|
$
|
837.2
|
|
Construction
|
1,232.3
|
|
|
1,186.8
|
|
||
Cranes
|
2,137.8
|
|
|
2,227.8
|
|
||
MHPS
|
2,204.0
|
|
|
—
|
|
||
MP
|
928.7
|
|
|
913.2
|
|
||
Corporate and Other / Eliminations
|
(491.6
|
)
|
|
351.4
|
|
||
Total
|
$
|
7,050.7
|
|
|
$
|
5,516.4
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net Sales
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
1,858.3
|
|
|
$
|
1,191.8
|
|
|
$
|
1,008.3
|
|
United Kingdom
|
288.6
|
|
|
203.6
|
|
|
246.9
|
|
|||
Germany
|
582.5
|
|
|
313.3
|
|
|
337.4
|
|
|||
Other European countries
|
1,320.3
|
|
|
891.3
|
|
|
937.8
|
|
|||
All other
|
2,454.9
|
|
|
1,818.2
|
|
|
1,328.0
|
|
|||
Total
|
$
|
6,504.6
|
|
|
$
|
4,418.2
|
|
|
$
|
3,858.4
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Long-lived Assets
|
|
|
|
|
|
||
United States
|
$
|
184.5
|
|
|
$
|
167.1
|
|
United Kingdom
|
36.7
|
|
|
38.8
|
|
||
Germany
|
313.3
|
|
|
127.4
|
|
||
Other European countries
|
124.2
|
|
|
114.4
|
|
||
All other
|
176.8
|
|
|
125.8
|
|
||
Total
|
$
|
835.5
|
|
|
$
|
573.5
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||
United States
|
|
$
|
159.1
|
|
|
$
|
(159.0
|
)
|
|
$
|
(316.2
|
)
|
Foreign
|
|
(74.6
|
)
|
|
(79.3
|
)
|
|
(207.6
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
|
$
|
84.5
|
|
|
$
|
(238.3
|
)
|
|
$
|
(523.8
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
22.8
|
|
|
$
|
(144.1
|
)
|
|
$
|
(3.6
|
)
|
State
|
|
1.5
|
|
|
(0.8
|
)
|
|
(0.5
|
)
|
|||
Foreign
|
|
28.1
|
|
|
10.1
|
|
|
18.6
|
|
|||
Current income tax provision (benefit)
|
|
52.4
|
|
|
(134.8
|
)
|
|
14.5
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
3.9
|
|
|
91.4
|
|
|
(97.3
|
)
|
|||
State
|
|
5.6
|
|
|
(2.3
|
)
|
|
(1.5
|
)
|
|||
Foreign
|
|
(11.5
|
)
|
|
18.9
|
|
|
(33.1
|
)
|
|||
Deferred income tax (benefit) provision
|
|
(2.0
|
)
|
|
108.0
|
|
|
(131.9
|
)
|
|||
Total provision for (benefit from) income taxes
|
|
$
|
50.4
|
|
|
$
|
(26.8
|
)
|
|
$
|
(117.4
|
)
|
|
|
2011
|
|
2010
|
||||
Property, plant and equipment
|
|
$
|
(67.7
|
)
|
|
$
|
(42.4
|
)
|
Intangibles
|
|
(152.4
|
)
|
|
(41.6
|
)
|
||
Trade receivables
|
|
9.8
|
|
|
8.0
|
|
||
Inventories
|
|
49.6
|
|
|
33.8
|
|
||
Accrued warranties and product liability
|
|
21.6
|
|
|
16.3
|
|
||
Net operating loss carry forwards
|
|
198.4
|
|
|
215.9
|
|
||
Retirement plans and other
|
|
57.0
|
|
|
38.7
|
|
||
Accrued compensation and benefits
|
|
23.7
|
|
|
23.0
|
|
||
Investments
|
|
(43.4
|
)
|
|
(67.3
|
)
|
||
Credits
|
|
26.3
|
|
|
28.3
|
|
||
Other
|
|
27.0
|
|
|
(5.4
|
)
|
||
Deferred tax assets valuation allowance
|
|
(183.3
|
)
|
|
(157.6
|
)
|
||
Net deferred tax assets (liabilities)
|
|
$
|
(33.4
|
)
|
|
$
|
49.7
|
|
Balance as of January 1, 2009
|
$
|
115.9
|
|
Additions for current year tax positions
|
33.6
|
|
|
Additions for prior year tax positions
|
148.6
|
|
|
Reductions for prior year tax positions
|
(117.1
|
)
|
|
Reductions for tax positions related to current year
|
(26.1
|
)
|
|
Reductions related to expiration of statute of limitations
|
(6.4
|
)
|
|
Settlements
|
(2.8
|
)
|
|
Acquired balances
|
5.4
|
|
|
Balance as of December 31, 2009
|
151.1
|
|
|
Additions for current year tax positions
|
3.4
|
|
|
Additions for prior year tax positions
|
20.7
|
|
|
Reductions for prior year tax positions
|
(7.0
|
)
|
|
Reductions for tax positions related to current year
|
(1.2
|
)
|
|
Reductions related to expiration of statute of limitations
|
(1.3
|
)
|
|
Settlements
|
(25.3
|
)
|
|
Acquired balances
|
1.3
|
|
|
Balance as of December 31, 2010
|
141.7
|
|
|
Additions for current year tax positions
|
0.7
|
|
|
Additions for prior year tax positions
|
15.2
|
|
|
Reductions for prior year tax positions
|
(10.5
|
)
|
|
Reductions for tax positions related to current year
|
—
|
|
|
Reductions related to expiration of statute of limitations
|
(3.3
|
)
|
|
Settlements
|
(14.8
|
)
|
|
Acquired balances
|
31.1
|
|
|
Balance as of December 31, 2011
|
$
|
160.1
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||
Tax at statutory federal income tax rate
|
|
$
|
29.6
|
|
|
$
|
(83.4
|
)
|
|
$
|
(183.3
|
)
|
State taxes (net of Federal benefit)
|
|
4.3
|
|
|
(9.0
|
)
|
|
(9.0
|
)
|
|||
Change in valuation allowance
|
|
18.1
|
|
|
35.1
|
|
|
29.4
|
|
|||
Foreign tax differential on income/losses of foreign subsidiaries
|
|
(7.1
|
)
|
|
7.6
|
|
|
17.1
|
|
|||
Non-deductible goodwill charges
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||
U.S. tax on multi-national operations
|
|
(0.1
|
)
|
|
0.2
|
|
|
24.8
|
|
|||
Change in foreign statutory rates
|
|
4.9
|
|
|
2.5
|
|
|
(3.6
|
)
|
|||
U.S. manufacturing and export incentives
|
|
(1.7
|
)
|
|
6.4
|
|
|
—
|
|
|||
Tax on foreign exchange amounts reported in accumulated other comprehensive income
|
|
—
|
|
|
15.5
|
|
|
—
|
|
|||
Other
|
|
2.4
|
|
|
(1.7
|
)
|
|
7.0
|
|
|||
Total (benefit from) provision for income taxes
|
|
$
|
50.4
|
|
|
$
|
(26.8
|
)
|
|
$
|
(117.4
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
157.7
|
|
|
$
|
1,346.6
|
|
|
|
|
|
|
|
||||||
(Loss) income from discontinued operations before income taxes
|
$
|
(0.1
|
)
|
|
$
|
(9.7
|
)
|
|
$
|
88.6
|
|
(Provision for) benefit from income taxes
|
5.9
|
|
|
(5.6
|
)
|
|
(66.9
|
)
|
|||
Income (loss) from discontinued operations – net of tax
|
$
|
5.8
|
|
|
$
|
(15.3
|
)
|
|
$
|
21.7
|
|
|
|
|
|
|
|
||||||
(Loss) gain on disposition of discontinued operations
|
$
|
(0.7
|
)
|
|
$
|
832.7
|
|
|
$
|
(19.5
|
)
|
Benefit from (provision for) income taxes
|
1.5
|
|
|
(243.4
|
)
|
|
6.9
|
|
|||
Gain (loss) on disposition of discontinued operations – net of tax
|
$
|
0.8
|
|
|
$
|
589.3
|
|
|
$
|
(12.6
|
)
|
|
2011
|
|
2010
|
|
2009
|
||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents – continuing operations
|
$
|
774.1
|
|
|
$
|
894.2
|
|
|
$
|
929.5
|
|
Cash and cash equivalents – discontinued operations
|
—
|
|
|
—
|
|
|
41.7
|
|
|||
Total cash and cash equivalents
|
$
|
774.1
|
|
|
$
|
894.2
|
|
|
$
|
971.2
|
|
|
For the year ended December 31,
|
||||||||||
|
(in millions, except per share data)
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Income (loss) from continuing operations attributable to Terex Corporation common stockholders
|
$
|
38.6
|
|
|
$
|
(215.5
|
)
|
|
$
|
(407.5
|
)
|
Income (loss) from discontinued operations-net of tax
|
5.8
|
|
|
(15.3
|
)
|
|
21.7
|
|
|||
Gain (loss) on disposition of discontinued operations-net of tax
|
0.8
|
|
|
589.3
|
|
|
(12.6
|
)
|
|||
Net income (loss) attributable to Terex Corporation
|
$
|
45.2
|
|
|
$
|
358.5
|
|
|
$
|
(398.4
|
)
|
Basic shares:
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
109.5
|
|
|
108.7
|
|
|
102.6
|
|
|||
Earnings per share - basic:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.35
|
|
|
$
|
(1.98
|
)
|
|
$
|
(3.97
|
)
|
Income (loss) from discontinued operations-net of tax
|
0.05
|
|
|
(0.14
|
)
|
|
0.21
|
|
|||
Gain (loss) on disposition of discontinued operations-net of tax
|
0.01
|
|
|
5.42
|
|
|
(0.12
|
)
|
|||
Net income (loss) attributable to Terex Corporation
|
$
|
0.41
|
|
|
$
|
3.30
|
|
|
$
|
(3.88
|
)
|
Diluted shares:
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
109.5
|
|
|
108.7
|
|
|
102.6
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options, restricted stock awards and convertible notes
|
1.2
|
|
|
—
|
|
|
—
|
|
|||
Diluted weighted average shares outstanding
|
110.7
|
|
|
108.7
|
|
|
102.6
|
|
|||
Earnings per share - diluted:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.35
|
|
|
$
|
(1.98
|
)
|
|
$
|
(3.97
|
)
|
Income (loss) from discontinued operations-net of tax
|
0.05
|
|
|
(0.14
|
)
|
|
0.21
|
|
|||
Gain on disposition of discontinued operations-net of tax
|
0.01
|
|
|
5.42
|
|
|
(0.12
|
)
|
|||
Net income (loss) attributable to Terex Corporation
|
$
|
0.41
|
|
|
$
|
3.30
|
|
|
$
|
(3.88
|
)
|
Attribution of noncontrolling interest:
|
2011
|
|
2010
|
|
2009
|
||||||
Noncontrolling interest attributable to Income (loss) from continuing operations
|
$
|
4.5
|
|
|
$
|
(4.0
|
)
|
|
$
|
(1.1
|
)
|
Noncontrolling interest attributable to Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|||
Total noncontrolling interest
|
$
|
4.5
|
|
|
$
|
(4.0
|
)
|
|
$
|
(2.3
|
)
|
|
|
|
|
|
|
||||||
Reconciliation of amounts attributable to common stockholders:
|
2011
|
|
2010
|
|
2009
|
||||||
Income (loss) from continuing operations
|
$
|
34.1
|
|
|
$
|
(211.5
|
)
|
|
$
|
(406.4
|
)
|
Noncontrolling interest attributed to income (loss) from continuing operations
|
4.5
|
|
|
(4.0
|
)
|
|
(1.1
|
)
|
|||
Income (loss) from continuing operations attributable to common stockholders
|
$
|
38.6
|
|
|
$
|
(215.5
|
)
|
|
$
|
(407.5
|
)
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Finished equipment
|
$
|
465.2
|
|
|
$
|
494.6
|
|
Replacement parts
|
217.7
|
|
|
228.9
|
|
||
Work-in-process
|
508.7
|
|
|
298.5
|
|
||
Raw materials and supplies
|
566.5
|
|
|
426.7
|
|
||
Inventories
|
$
|
1,758.1
|
|
|
$
|
1,448.7
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Property
|
$
|
123.3
|
|
|
$
|
78.4
|
|
Plant
|
426.4
|
|
|
316.8
|
|
||
Equipment
|
690.4
|
|
|
527.1
|
|
||
Property, Plant and Equipment - Gross
|
1,240.1
|
|
|
922.3
|
|
||
Less: Accumulated depreciation
|
(404.6
|
)
|
|
(348.8
|
)
|
||
Property, plant and equipment - net
|
$
|
835.5
|
|
|
$
|
573.5
|
|
Assets acquired
|
|
||
Current assets
|
$
|
603.1
|
|
Trade receivables
|
253.3
|
|
|
Property, plant and equipment
|
308.0
|
|
|
Intangible assets not subject to amortization
|
129.7
|
|
|
Intangible assets subject to amortization
|
302.3
|
|
|
Other assets
|
131.0
|
|
|
Goodwill
|
850.1
|
|
|
Total assets acquired
|
2,577.5
|
|
|
|
|
||
Liabilities assumed
|
|
||
Current liabilities, including current portion of long-term debt
|
509.0
|
|
|
Long-term debt
|
169.5
|
|
|
Postemployment benefit obligation
|
188.9
|
|
|
Other noncurrent liabilities
|
320.5
|
|
|
Total liabilities assumed
|
1,187.9
|
|
|
Net assets acquired
|
$
|
1,389.6
|
|
|
Weighted Average Life (in years)
|
|
Gross Carrying Amount
|
||
Definite-lived intangible assets:
|
|
|
|
||
Technology
|
6
|
|
$
|
39.1
|
|
Customer relationships
|
16
|
|
251.8
|
|
|
In process research and development
|
5
|
|
11.4
|
|
|
Total definite-lived intangible assets
|
|
|
$
|
302.3
|
|
|
Gross Carrying Amount
|
||
Indefinite-lived intangible assets:
|
|
||
Trade names
|
$
|
129.7
|
|
|
Year Ended
|
|||||
(in millions, except per share data)
|
December 31,
|
|||||
|
2011
|
2010
|
||||
Net sales
|
$
|
7,414.7
|
|
$
|
6,493.3
|
|
Net income attributable to Terex Corporation
|
$
|
33.6
|
|
$
|
352.0
|
|
Basic earnings per share attributable to Terex Corporation common stockholders
|
$
|
0.31
|
|
$
|
3.24
|
|
Diluted earnings per share attributable to Terex Corporation common stockholders
|
$
|
0.30
|
|
$
|
3.24
|
|
|
Aerial
Work Platforms |
|
Construction
|
|
Cranes
|
|
Materials Handling & Port Solutions
|
|
Materials
Processing |
|
Total
|
||||||||||||
Balance at December 31, 2009, gross
|
$
|
150.7
|
|
|
$
|
438.8
|
|
|
$
|
224.1
|
|
|
$
|
—
|
|
|
$
|
202.3
|
|
|
$
|
1,015.9
|
|
Accumulated impairment
|
(42.8
|
)
|
|
(438.8
|
)
|
|
—
|
|
|
—
|
|
|
(23.2
|
)
|
|
(504.8
|
)
|
||||||
Balance at December 31, 2009, net
|
107.9
|
|
|
—
|
|
|
224.1
|
|
|
—
|
|
|
179.1
|
|
|
511.1
|
|
||||||
Acquisitions
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
||||||
Foreign exchange effect and other
|
(1.1
|
)
|
|
—
|
|
|
(14.5
|
)
|
|
—
|
|
|
(5.4
|
)
|
|
(21.0
|
)
|
||||||
Balance at December 31, 2010, gross
|
149.6
|
|
|
438.8
|
|
|
212.4
|
|
|
—
|
|
|
196.9
|
|
|
997.7
|
|
||||||
Accumulated impairment
|
(42.8
|
)
|
|
(438.8
|
)
|
|
—
|
|
|
—
|
|
|
(23.2
|
)
|
|
(504.8
|
)
|
||||||
Balance at December 31, 2010, net
|
106.8
|
|
|
—
|
|
|
212.4
|
|
|
—
|
|
|
173.7
|
|
|
492.9
|
|
||||||
Acquisitions
|
6.2
|
|
|
—
|
|
|
—
|
|
|
850.1
|
|
|
1.8
|
|
|
858.1
|
|
||||||
Foreign exchange effect and other
|
(1.1
|
)
|
|
—
|
|
|
(6.4
|
)
|
|
(84.0
|
)
|
|
(0.7
|
)
|
|
(92.2
|
)
|
||||||
Balance at December 31, 2011, gross
|
154.7
|
|
|
438.8
|
|
|
206.0
|
|
|
766.1
|
|
|
198.0
|
|
|
1,763.6
|
|
||||||
Accumulated impairment
|
(42.8
|
)
|
|
(438.8
|
)
|
|
—
|
|
|
—
|
|
|
(23.2
|
)
|
|
(504.8
|
)
|
||||||
Balance at December 31, 2011, net
|
$
|
111.9
|
|
|
$
|
—
|
|
|
$
|
206.0
|
|
|
$
|
766.1
|
|
|
$
|
174.8
|
|
|
$
|
1,258.8
|
|
|
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||||||||||
|
Weighted Average Life
(in years) |
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Technology
|
9
|
|
$
|
67.9
|
|
|
$
|
17.4
|
|
|
$
|
50.5
|
|
|
$
|
33.4
|
|
|
$
|
10.2
|
|
|
$
|
23.2
|
|
Customer Relationships
|
15
|
|
365.8
|
|
|
56.0
|
|
|
309.8
|
|
|
128.7
|
|
|
41.7
|
|
|
87.0
|
|
||||||
Land Use Rights
|
45
|
|
25.9
|
|
|
3.5
|
|
|
22.4
|
|
|
22.5
|
|
|
2.6
|
|
|
19.9
|
|
||||||
Other
|
6
|
|
64.5
|
|
|
44.5
|
|
|
20.0
|
|
|
52.5
|
|
|
42.2
|
|
|
10.3
|
|
||||||
Total definite-lived intangible assets
|
|
|
$
|
524.1
|
|
|
$
|
121.4
|
|
|
$
|
402.7
|
|
|
$
|
237.1
|
|
|
$
|
96.7
|
|
|
$
|
140.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradenames
|
|
|
$
|
116.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total indefinite-lived intangible assets
|
|
|
$
|
116.8
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
||||||||||
(in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Aggregate Amortization Expense
|
$
|
28.9
|
|
|
$
|
18.3
|
|
|
$
|
16.8
|
|
2012
|
$
|
44.4
|
|
2013
|
$
|
38.8
|
|
2014
|
$
|
37.4
|
|
2015
|
$
|
37.0
|
|
2016
|
$
|
36.6
|
|
Asset Derivatives
|
Balance Sheet Account
|
December 31,
2011 |
|
December 31,
2010 |
||||
Foreign exchange contracts
|
Other current assets
|
$
|
7.1
|
|
|
$
|
2.9
|
|
Interest rate contract
|
Other assets
|
33.4
|
|
|
39.3
|
|
||
Total asset derivatives
|
|
$
|
40.5
|
|
|
$
|
42.2
|
|
Liability Derivatives
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
Other current liabilities
|
$
|
13.0
|
|
|
$
|
6.0
|
|
Interest rate contract
|
Long-term debt, less current portion
|
33.4
|
|
|
38.1
|
|
||
Total liability derivatives
|
|
$
|
46.4
|
|
|
$
|
44.1
|
|
Total Derivatives
|
|
$
|
(5.9
|
)
|
|
$
|
(1.9
|
)
|
Asset Derivatives
|
Balance Sheet Account
|
December 31,
2011 |
|
December 31,
2010 |
||||
Option derivative contracts
|
Other current assets
|
$
|
—
|
|
|
$
|
0.3
|
|
Foreign exchange contracts
|
Other current assets
|
$
|
0.7
|
|
|
$
|
—
|
|
Gain Recognized on Derivatives in Income:
|
Year Ended
December 31, |
|||||||
Fair Value Derivatives
|
Location
|
2011
|
|
2010
|
||||
Interest rate contract
|
Interest expense
|
$
|
19.3
|
|
|
$
|
19.2
|
|
|
|
|
|
|
||||
(Loss) Gain Recognized on Derivatives in OCI:
|
Year Ended
December 31, |
|||||||
Cash Flow Derivatives
|
|
2011
|
|
2010
|
||||
Foreign exchange contracts
|
|
$
|
(1.6
|
)
|
|
$
|
1.3
|
|
|
|
|
|
|
||||
Loss Reclassified from Accumulated OCI into Income (Effective):
|
Year Ended
December 31, |
|||||||
Account
|
|
2011
|
|
2010
|
||||
Cost of goods sold
|
|
$
|
(4.7
|
)
|
|
$
|
(2.9
|
)
|
Other income (expense) - net
|
(0.8
|
)
|
|
(3.5
|
)
|
|||
Total
|
|
$
|
(5.5
|
)
|
|
$
|
(6.4
|
)
|
|
|
|
|
|
||||
Gain (Loss) Recognized on Derivatives (Ineffective) in Income:
|
Year Ended
December 31, |
|||||||
Account
|
|
2011
|
|
2010
|
||||
Other income (expense) - net
|
$
|
1.5
|
|
|
$
|
(1.8
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Balance at beginning of period
|
$
|
(2.1
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(1.0
|
)
|
Additional gains (losses) - net
|
(2.3
|
)
|
|
(2.0
|
)
|
|
(15.7
|
)
|
|||
Amounts reclassified to earnings
|
0.8
|
|
|
3.5
|
|
|
13.1
|
|
|||
Balance at end of period
|
$
|
(3.6
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
(3.6
|
)
|
|
Amount incurred
during the year ended
December 31, 2011
|
|
Cumulative amount
incurred through
December 31, 2011
|
|
Total amount expected to be incurred
|
||||||
AWP
|
$
|
0.1
|
|
|
$
|
23.7
|
|
|
$
|
23.7
|
|
Construction
|
1.3
|
|
|
38.8
|
|
|
38.8
|
|
|||
Cranes
|
21.6
|
|
|
38.3
|
|
|
40.9
|
|
|||
MP
|
2.5
|
|
|
13.6
|
|
|
13.6
|
|
|||
MHPS
|
3.9
|
|
|
3.9
|
|
|
3.9
|
|
|||
Corporate and Other
|
0.1
|
|
|
6.2
|
|
|
6.2
|
|
|||
Total
|
$
|
29.5
|
|
|
$
|
124.5
|
|
|
$
|
127.1
|
|
|
Employee
Termination Costs
|
|
Facility
Exit Costs
|
|
Asset Disposal and Other Costs
|
|
Total
|
||||||||
Amount incurred in the year ended December 31, 2011
|
$
|
19.3
|
|
|
$
|
7.1
|
|
|
$
|
3.1
|
|
|
$
|
29.5
|
|
Cumulative amount incurred through December 31, 2011
|
$
|
92.2
|
|
|
$
|
17.7
|
|
|
$
|
14.6
|
|
|
$
|
124.5
|
|
Total amount expected to be incurred
|
$
|
92.2
|
|
|
$
|
20.3
|
|
|
$
|
14.6
|
|
|
$
|
127.1
|
|
|
Employee
Termination Costs
|
|
Facility
Exit Costs
|
|
Asset Disposal and Other Costs
|
|
Total
|
||||||||
Restructuring reserve at December 31, 2010
|
$
|
9.8
|
|
|
$
|
1.6
|
|
|
$
|
1.1
|
|
|
$
|
12.5
|
|
Restructuring charges
|
18.3
|
|
|
—
|
|
|
0.1
|
|
|
18.4
|
|
||||
Cash expenditures
|
(8.1
|
)
|
|
(0.4
|
)
|
|
(1.6
|
)
|
|
(10.1
|
)
|
||||
Restructuring reserve at December 31, 2011
|
$
|
20.0
|
|
|
$
|
1.2
|
|
|
$
|
(0.4
|
)
|
|
$
|
20.8
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
10-7/8% Senior Notes due June 1, 2016
|
$
|
295.5
|
|
|
$
|
294.4
|
|
4% Convertible Senior Subordinated Notes due June 1, 2015
|
137.3
|
|
|
129.2
|
|
||
7-3/8% Senior Subordinated Notes due January 15, 2014
|
—
|
|
|
297.2
|
|
||
8% Senior Subordinated Notes due November 15, 2017
|
800.0
|
|
|
800.0
|
|
||
2011 Credit Agreement - term debt
|
710.8
|
|
|
—
|
|
||
Demag Cranes AG Credit Agreement
|
173.7
|
|
|
—
|
|
||
Notes payable
|
5.4
|
|
|
14.1
|
|
||
Capital lease obligations
|
2.1
|
|
|
3.4
|
|
||
Other
|
175.6
|
|
|
148.0
|
|
||
Total debt
|
2,300.4
|
|
|
1,686.3
|
|
||
Less: Notes payable and current portion of long-term debt
|
(77.0
|
)
|
|
(346.8
|
)
|
||
Long-term debt, less current portion
|
$
|
2,223.4
|
|
|
$
|
1,339.5
|
|
Period
|
Ratio
|
||
October 1, 2011 through and including December 31, 2011
|
1.60
|
to
|
1.00
|
January 1, 2012 through and including March 31, 2012
|
2.00
|
to
|
1.00
|
Thereafter
|
2.50
|
to
|
1.00
|
Period
|
Ratio
|
||
October 1, 2011 through and including December 31, 2011
|
3.50
|
to
|
1.00
|
January 1, 2012 through and including March 31, 2012
|
3.00
|
to
|
1.00
|
April 1, 2012 through and including June 30, 2012
|
2.50
|
to
|
1.00
|
Thereafter
|
2.25
|
to
|
1.00
|
2012
|
$
|
76.0
|
|
2013
|
45.2
|
|
|
2014
|
44.8
|
|
|
2015
|
318.6
|
|
|
2016
|
304.5
|
|
|
Thereafter
|
1,509.1
|
|
|
Total
|
$
|
2,298.2
|
|
2011
|
Book Value
|
|
Quote
|
|
FV
|
||||||
8% Notes
|
$
|
800.0
|
|
|
$
|
0.96500
|
|
|
$
|
772
|
|
4% Convertible Notes (net of discount)
|
$
|
137.3
|
|
|
$
|
1.11000
|
|
|
$
|
152
|
|
10-7/8% Notes
|
$
|
295.5
|
|
|
$
|
1.10500
|
|
|
$
|
327
|
|
2011 Credit Agreement Term Loan (net of discount) - USD
|
$
|
454.7
|
|
|
$
|
1.00250
|
|
|
$
|
456
|
|
2011 Credit Agreement Term Loan (net of discount) - EUR
|
$
|
256.1
|
|
|
$
|
0.99000
|
|
|
$
|
254
|
|
2010
|
Book Value
|
|
Quote
|
|
FV
|
||||||
7-3/8% Notes
|
$
|
297.2
|
|
|
$
|
1.01250
|
|
|
$
|
301
|
|
8% Notes
|
$
|
800.0
|
|
|
$
|
1.01000
|
|
|
$
|
808
|
|
4% Convertible Notes (net of discount)
|
$
|
129.2
|
|
|
$
|
2.04063
|
|
|
$
|
264
|
|
10-7/8% Notes
|
$
|
294.4
|
|
|
$
|
1.16000
|
|
|
$
|
342
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
2012
|
$
|
1.1
|
|
|
$
|
61.7
|
|
2013
|
0.5
|
|
|
49.0
|
|
||
2014
|
0.5
|
|
|
37.1
|
|
||
2015
|
0.1
|
|
|
29.3
|
|
||
2016
|
—
|
|
|
23.6
|
|
||
Thereafter
|
—
|
|
|
59.7
|
|
||
Total minimum obligations
|
2.2
|
|
|
$
|
260.4
|
|
|
Less: amount representing interest
|
(0.1
|
)
|
|
|
|
||
Present value of net minimum obligations
|
2.1
|
|
|
|
|
||
Less: current portion
|
(1.0
|
)
|
|
|
|
||
Long-term obligations
|
$
|
1.1
|
|
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Accumulated benefit obligation at end of year
|
$
|
173.6
|
|
|
$
|
148.5
|
|
|
|
|
|
|
|
||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
159.9
|
|
|
$
|
148.8
|
|
|
$
|
10.3
|
|
|
$
|
10.1
|
|
Service cost
|
2.1
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
8.2
|
|
|
8.4
|
|
|
0.4
|
|
|
0.6
|
|
||||
Actuarial loss (gain)
|
24.7
|
|
|
10.4
|
|
|
(1.4
|
)
|
|
1.3
|
|
||||
Benefits paid
|
(9.8
|
)
|
|
(9.7
|
)
|
|
(1.3
|
)
|
|
(1.7
|
)
|
||||
Benefit obligation at end of year
|
185.1
|
|
|
159.9
|
|
|
8.0
|
|
|
10.3
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
99.3
|
|
|
94.3
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
7.1
|
|
|
11.5
|
|
|
—
|
|
|
—
|
|
||||
Employer contribution
|
14.8
|
|
|
3.2
|
|
|
1.3
|
|
|
1.7
|
|
||||
Benefits paid
|
(9.8
|
)
|
|
(9.7
|
)
|
|
(1.3
|
)
|
|
(1.7
|
)
|
||||
Fair value of plan assets at end of year
|
111.4
|
|
|
99.3
|
|
|
—
|
|
|
—
|
|
||||
Funded status
|
$
|
(73.7
|
)
|
|
$
|
(60.6
|
)
|
|
$
|
(8.0
|
)
|
|
$
|
(10.3
|
)
|
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
1.2
|
|
|
$
|
1.1
|
|
Non-current liabilities
|
73.6
|
|
|
60.5
|
|
|
6.8
|
|
|
9.2
|
|
||||
Total liabilities
|
$
|
73.7
|
|
|
$
|
60.6
|
|
|
$
|
8.0
|
|
|
$
|
10.3
|
|
Amounts recognized in accumulated other comprehensive income consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Actuarial net loss
|
$
|
91.7
|
|
|
$
|
69.1
|
|
|
$
|
2.5
|
|
|
$
|
3.9
|
|
Prior service cost
|
1.0
|
|
|
1.2
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Total amounts recognized in accumulated other comprehensive income
|
$
|
92.7
|
|
|
$
|
70.3
|
|
|
$
|
2.4
|
|
|
$
|
3.8
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
||||||
Weighted-average assumptions as of December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
4.00
|
%
|
|
5.25
|
%
|
|
5.75
|
%
|
|
4.00
|
%
|
|
5.25
|
%
|
|
5.75
|
%
|
Expected return on plan assets
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||
Components of net periodic cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
2.1
|
|
|
$
|
2.0
|
|
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Interest cost
|
8.2
|
|
|
8.4
|
|
|
8.4
|
|
|
0.4
|
|
|
0.6
|
|
|
0.6
|
|
||||||
Expected return on plan assets
|
(8.3
|
)
|
|
(7.3
|
)
|
|
(6.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
0.2
|
|
|
1.9
|
|
|
2.1
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Amortization of actuarial loss
|
3.3
|
|
|
1.7
|
|
|
1.7
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Net periodic cost
|
$
|
5.5
|
|
|
$
|
6.7
|
|
|
$
|
7.6
|
|
|
$
|
0.4
|
|
|
$
|
0.8
|
|
|
$
|
0.9
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net (gain) loss
|
$
|
25.9
|
|
|
$
|
6.2
|
|
|
$
|
(1.4
|
)
|
|
$
|
1.3
|
|
Amortization of actuarial losses
|
(3.3
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Amortization of prior service cost
|
(0.2
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Total recognized in other comprehensive income
|
$
|
22.4
|
|
|
$
|
2.6
|
|
|
$
|
(1.4
|
)
|
|
$
|
1.1
|
|
|
Pension
Benefits
|
|
Other
Benefits
|
||||
Amounts expected to be recognized as components of net periodic cost for the year ending December 31, 2012:
|
|
|
|
||||
Actuarial net loss
|
$
|
4.9
|
|
|
$
|
0.1
|
|
Prior service cost
|
0.1
|
|
|
—
|
|
||
Total amount expected to be recognized as components of net periodic cost for the year ending December 31, 2012
|
$
|
5.0
|
|
|
$
|
0.1
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||
Cash, including money market funds
|
$
|
1.4
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
Investment funds – large-cap
(1)
|
13.9
|
|
|
—
|
|
|
13.9
|
|
|||
Investment funds – mid/small-cap
(2)
|
6.1
|
|
|
—
|
|
|
6.1
|
|
|||
Investment funds – international
(3)
|
11.0
|
|
|
—
|
|
|
11.0
|
|
|||
Investment funds – equity index
(4)
|
13.9
|
|
|
—
|
|
|
13.9
|
|
|||
Investment funds – high yield bonds
(5)
|
11.3
|
|
|
—
|
|
|
11.3
|
|
|||
Investment funds – long corporate A bonds
(6)
|
26.8
|
|
|
—
|
|
|
26.8
|
|
|||
Investment funds – long duration bonds
(7)
|
27.0
|
|
|
—
|
|
|
27.0
|
|
|||
Total investments measured at fair value
|
$
|
111.4
|
|
|
$
|
1.4
|
|
|
$
|
110.0
|
|
|
Percentage of Plan Assets
at December 31,
|
|
Target Allocation
|
||||
|
2011
|
|
2010
|
|
2012
|
||
Equity Securities
|
40
|
%
|
|
43
|
%
|
|
37.5% - 42.5%
|
Fixed Income
|
60
|
%
|
|
57
|
%
|
|
57.5% - 62.0%
|
Total
|
100
|
%
|
|
100
|
%
|
|
|
Year Ending December 31,
|
Pension
Benefits
|
|
Other Benefits
|
||||
2012
|
$
|
9.9
|
|
|
$
|
1.2
|
|
2013
|
$
|
9.8
|
|
|
$
|
1.0
|
|
2014
|
$
|
9.8
|
|
|
$
|
0.9
|
|
2015
|
$
|
9.9
|
|
|
$
|
0.8
|
|
2016
|
$
|
9.8
|
|
|
$
|
0.7
|
|
2017-2021
|
$
|
58.6
|
|
|
$
|
2.3
|
|
|
1-Percentage-
Point Increase
|
|
1-Percentage-
Point Decrease
|
||||
Effect on total service and interest cost components
|
$
|
—
|
|
|
$
|
—
|
|
Effect on postretirement benefit obligation
|
$
|
0.4
|
|
|
$
|
(0.3
|
)
|
|
Pension Benefits
|
||||||
|
2011
|
|
2010
|
||||
Accumulated benefit obligation at end of year
|
$
|
388.6
|
|
|
$
|
177.9
|
|
Change in benefit obligation:
|
|
|
|
|
|
||
Benefit obligation at beginning of year
|
$
|
179.9
|
|
|
$
|
201.4
|
|
Service cost
|
4.4
|
|
|
4.9
|
|
||
Interest cost
|
12.8
|
|
|
9.0
|
|
||
Acquisitions
|
228.2
|
|
|
—
|
|
||
Actuarial (gain) loss
|
15.0
|
|
|
(11.6
|
)
|
||
Benefits paid
|
(15.3
|
)
|
|
(10.5
|
)
|
||
Curtailment
|
—
|
|
|
(3.8
|
)
|
||
Foreign exchange effect
|
(28.0
|
)
|
|
(9.5
|
)
|
||
Benefit obligation at end of year
|
397.0
|
|
|
179.9
|
|
||
Change in plan assets:
|
|
|
|
|
|
||
Fair value of plan assets at beginning of year
|
91.5
|
|
|
87.1
|
|
||
Acquisitions
|
28.2
|
|
|
—
|
|
||
Actual return on plan assets
|
7.2
|
|
|
8.2
|
|
||
Employer contribution
|
12.6
|
|
|
9.4
|
|
||
Employee contribution
|
0.2
|
|
|
0.3
|
|
||
Benefits paid
|
(15.3
|
)
|
|
(10.5
|
)
|
||
Foreign exchange effect
|
(4.7
|
)
|
|
(3.0
|
)
|
||
Fair value of plan assets at end of year
|
119.7
|
|
|
91.5
|
|
||
Funded status
|
$
|
(277.3
|
)
|
|
$
|
(88.4
|
)
|
|
Pension Benefits
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
The weighted average assumptions as of December 31:
|
|
|
|
|
|
|
|
|
Discount rate
|
4.55
|
%
|
|
5.50
|
%
|
|
5.37
|
%
|
Expected return on plan assets
|
5.59
|
%
|
|
6.00
|
%
|
|
6.00
|
%
|
Rate of compensation increase
|
1.75
|
%
|
|
1.04
|
%
|
|
4.22
|
%
|
|
Pension Benefits
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Components of net periodic cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
4.4
|
|
|
$
|
4.9
|
|
|
$
|
6.6
|
|
Interest cost
|
12.8
|
|
|
9.0
|
|
|
8.9
|
|
|||
Expected return on plan assets
|
(6.0
|
)
|
|
(5.0
|
)
|
|
(4.5
|
)
|
|||
Employee contributions
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.5
|
)
|
|||
Amortization of actuarial loss
|
0.3
|
|
|
1.4
|
|
|
1.0
|
|
|||
Net periodic cost
|
$
|
11.3
|
|
|
$
|
10.0
|
|
|
$
|
11.5
|
|
|
Pension Benefits
|
||||||
|
2011
|
|
2010
|
||||
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income:
|
|
|
|
|
|
||
Net loss (gain)
|
$
|
13.8
|
|
|
$
|
(15.5
|
)
|
Prior service cost
|
—
|
|
|
0.6
|
|
||
Amortization of actuarial losses
|
(0.3
|
)
|
|
(1.4
|
)
|
||
Curtailment
|
—
|
|
|
(3.8
|
)
|
||
Foreign exchange effect
|
(1.0
|
)
|
|
(1.7
|
)
|
||
Total recognized in other comprehensive income
|
$
|
12.5
|
|
|
$
|
(21.8
|
)
|
Amounts expected to be recognized as components of net periodic cost for the year ending
December 31, 2012:
|
|
|
|
Actuarial net loss
|
$
|
0.7
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
||||||
Cash
|
$
|
4.9
|
|
|
$
|
4.9
|
|
|
$
|
—
|
|
Investment funds – European Ex U.K. equities
(1)
|
7.7
|
|
|
—
|
|
|
7.7
|
|
|||
Investment funds – U.K. equities
(2)
|
11.6
|
|
|
—
|
|
|
11.6
|
|
|||
Investment funds – North American equities
(3)
|
9.1
|
|
|
—
|
|
|
9.1
|
|
|||
Investment funds – Other equities
(4)
|
15.5
|
|
|
—
|
|
|
15.5
|
|
|||
Investment funds –Other bonds
(5)
|
10.3
|
|
|
—
|
|
|
10.3
|
|
|||
Investment funds – U.K. long bond
(6)
|
52.8
|
|
|
—
|
|
|
52.8
|
|
|||
Investment funds – real estate
(7)
|
7.8
|
|
|
—
|
|
|
7.8
|
|
|||
Total investments measured at fair value
|
$
|
119.7
|
|
|
$
|
4.9
|
|
|
$
|
114.8
|
|
(1)
|
This class invests in stocks of European (excluding U.K.) based companies with approximately
86%
in financial, consumer, industrials, health care, basic materials, oil and gas and communications sectors and
14%
in other industries.
|
(2)
|
This class invests in stocks of U.K. based companies with approximately
88%
in financial, oil and gas, consumer, basic materials, health care and industrial sectors and
12%
in other industries.
|
(3)
|
This class invests in stocks of North American based companies with approximately
89%
in technology, financial, oil and gas, consumer, industrial and health care sectors and
11%
in other industries.
|
(4)
|
This class invests in stocks with approximately
70%
in financial, industrial, consumer, basic materials and information technology,
19%
in a diversified asset portfolio and
11%
in other industries.
|
(5)
|
This class invests in bonds with approximately
89%
in European government bonds, corporate bonds and loans backed by Swiss mortgages, and
11%
in other investments.
|
(6)
|
This class represents U.K. government securities, other sterling denominated fixed-income securities and index linked securities. Approximately
63%
is invested in U.K. government bonds with the remainder primarily in corporate bonds.
|
(7)
|
This class primarily comprises investments in a diversified range of property principally in the residential, retail, office and industrial/warehouse sectors.
|
|
Percentage of Plan Assets
at December 31,
|
|
Target Allocation
|
||||
|
2011
|
|
2010
|
|
2012
|
||
Equity Securities
|
37
|
%
|
|
48
|
%
|
|
35% - 65%
|
Fixed Income Securities
|
58
|
%
|
|
49
|
%
|
|
25% - 60%
|
Real Estate Investment Securities
|
5
|
%
|
|
3
|
%
|
|
5% - 10%
|
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise Price
per Share
|
|
Weighted
Average
Remaining
Contractual
Life (in years)
|
|
Aggregate
Intrinsic
Value
|
||||||
Outstanding at December 31, 2010
|
|
963,332
|
|
|
$
|
18.97
|
|
|
|
|
|
|
|
|
Exercised
|
|
(105,702
|
)
|
|
$
|
10.67
|
|
|
|
|
|
|
|
|
Canceled or expired
|
|
(31,437
|
)
|
|
$
|
48.83
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2011
|
|
826,193
|
|
|
$
|
18.89
|
|
|
1.91
|
|
|
$
|
2.0
|
|
Exercisable at December 31, 2011
|
|
826,193
|
|
|
$
|
18.89
|
|
|
1.91
|
|
|
$
|
2.0
|
|
Vested at December 31, 2011
|
|
826,193
|
|
|
$
|
18.89
|
|
|
1.91
|
|
|
$
|
2.0
|
|
|
|
Year Ended December 31,
|
||||
|
|
2011
|
|
2010
|
|
2009
|
Dividend yields
|
|
—%
|
|
—%
|
|
—%
|
Expected volatility
|
|
80.29%
|
|
59.04%
|
|
71.93%
|
Risk free interest rate
|
|
1.04%
|
|
3.04%
|
|
1.38%
|
Expected life (in years)
|
|
3
|
|
4
|
|
3
|
Grant date fair value per share
|
|
$41.96
|
|
$16.17 - $19.08
|
|
$5.74
|
|
|
Restricted Stock
Awards
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Nonvested at December 31, 2010
|
|
3,836,696
|
|
|
$
|
24.74
|
|
Granted
|
|
1,035,103
|
|
|
$
|
34.99
|
|
Vested
|
|
(891,095
|
)
|
|
$
|
29.52
|
|
Canceled or expired
|
|
(845,764
|
)
|
|
$
|
40.62
|
|
Nonvested at December 31, 2011
|
|
3,134,940
|
|
|
$
|
22.91
|
|
|
|
Pension
Liability
Adjustment
|
|
Cumulative
Translation
Adjustment
|
|
Derivative
Hedging
Adjustment
|
|
Debt & Equity
Securities
Adjustment
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||
Balance at January 1, 2009
|
|
$
|
(69.0
|
)
|
|
$
|
(12.3
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
—
|
|
|
$
|
(82.3
|
)
|
Current year change
|
|
(18.7
|
)
|
|
139.6
|
|
|
(2.6
|
)
|
|
—
|
|
|
118.3
|
|
|||||
Balance at December 31, 2009
|
|
(87.7
|
)
|
|
127.3
|
|
|
(3.6
|
)
|
|
—
|
|
|
36.0
|
|
|||||
Current year change
|
|
28.0
|
|
|
(65.9
|
)
|
|
1.5
|
|
|
100.8
|
|
|
64.4
|
|
|||||
Balance at December 31, 2010
|
|
(59.7
|
)
|
|
61.4
|
|
|
(2.1
|
)
|
|
100.8
|
|
|
100.4
|
|
|||||
Current year change
|
|
(23.5
|
)
|
|
(104.9
|
)
|
|
(1.5
|
)
|
|
(99.9
|
)
|
|
(229.8
|
)
|
|||||
Balance at December 31, 2011
|
|
$
|
(83.2
|
)
|
|
$
|
(43.5
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
0.9
|
|
|
$
|
(129.4
|
)
|
|
|
Pension
Liability
Adjustment
|
|
Cumulative
Translation
Adjustment
|
|
Derivative
Hedging
Adjustment
|
|
Debt & Equity
Securities
Adjustment
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||
Balance at January 1, 2009
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Current year change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2009
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Current year change
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Balance at December 31, 2010
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|||||
Current year change
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|||||
Balance at December 31, 2011
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Pension
Liability
Adjustment
|
|
Cumulative
Translation
Adjustment
|
|
Derivative
Hedging
Adjustment
|
|
Debt & Equity
Securities
Adjustment
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||
Balance at January 1, 2009
|
|
$
|
(69.0
|
)
|
|
$
|
(11.5
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
—
|
|
|
$
|
(81.5
|
)
|
Current year change
|
|
(18.7
|
)
|
|
139.6
|
|
|
(2.6
|
)
|
|
—
|
|
|
118.3
|
|
|||||
Balance at December 31, 2009
|
|
(87.7
|
)
|
|
128.1
|
|
|
(3.6
|
)
|
|
—
|
|
|
36.8
|
|
|||||
Current year change
|
|
28.0
|
|
|
(65.8
|
)
|
|
1.5
|
|
|
100.8
|
|
|
64.5
|
|
|||||
Balance at December 31, 2010
|
|
(59.7
|
)
|
|
62.3
|
|
|
(2.1
|
)
|
|
100.8
|
|
|
101.3
|
|
|||||
Current year change
|
|
(23.5
|
)
|
|
(105.8
|
)
|
|
(1.5
|
)
|
|
(99.9
|
)
|
|
(230.7
|
)
|
|||||
Balance at December 31, 2011
|
|
$
|
(83.2
|
)
|
|
$
|
(43.5
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
0.9
|
|
|
$
|
(129.4
|
)
|
•
|
A consolidated complaint in the ERISA lawsuit was filed in the United States District Court, District of Connecticut on September 20, 2010 and is entitled In Re Terex Corp. ERISA Litigation.
|
•
|
A consolidated class action complaint for violations of securities laws in the securities lawsuit was filed in the United States District Court, District of Connecticut on November 18, 2010 and is entitled Sheet Metal Workers Local 32 Pension Fund and Ironworkers St. Louis Council Pension Fund, individually and on behalf of all others similarly situated v. Terex Corporation, et al.
|
•
|
A stockholder derivative complaint for violation of the Securities and Exchange Act of 1934, breach of fiduciary duty, waste of corporate assets and unjust enrichment was filed on April 12, 2010 in the United States District Court, District of Connecticut and is entitled Peter Derrer, derivatively on behalf of Terex Corporation v. Ronald M. DeFeo, Phillip C. Widman, Thomas J. Riordan, G. Chris Andersen, Donald P. Jacobs, David A. Sachs, William H. Fike, Donald DeFosset, Helge H. Wehmeier, Paula H.J. Cholmondeley, Oren G. Shaffer, Thomas J. Hansen, and David C. Wang, and Terex Corporation.
|
|
Terex
Corporation
|
|
Wholly-owned
Guarantors
|
|
Non-guarantor
Subsidiaries
|
|
Intercompany
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
336.9
|
|
|
$
|
2,340.8
|
|
|
$
|
4,654.9
|
|
|
$
|
(828.0
|
)
|
|
$
|
6,504.6
|
|
Cost of goods sold
|
(300.8
|
)
|
|
(2,040.5
|
)
|
|
(4,031.0
|
)
|
|
828.0
|
|
|
(5,544.3
|
)
|
|||||
Gross profit
|
36.1
|
|
|
300.3
|
|
|
623.9
|
|
|
—
|
|
|
960.3
|
|
|||||
Selling, general and administrative expenses
|
(24.4
|
)
|
|
(225.7
|
)
|
|
(629.0
|
)
|
|
—
|
|
|
(879.1
|
)
|
|||||
Income (loss) from operations
|
11.7
|
|
|
74.6
|
|
|
(5.1
|
)
|
|
—
|
|
|
81.2
|
|
|||||
Interest income
|
2.8
|
|
|
0.2
|
|
|
11.3
|
|
|
—
|
|
|
14.3
|
|
|||||
Interest expense
|
(92.2
|
)
|
|
(0.1
|
)
|
|
(42.6
|
)
|
|
—
|
|
|
(134.9
|
)
|
|||||
(Loss) income from subsidiaries
|
44.6
|
|
|
—
|
|
|
—
|
|
|
(44.6
|
)
|
|
—
|
|
|||||
Loss on early extinguishment of debt
|
(7.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|||||
Other income (expense) - net
|
90.0
|
|
|
(12.9
|
)
|
|
54.5
|
|
|
—
|
|
|
131.6
|
|
|||||
Income (loss) from continuing operations before income taxes
|
49.2
|
|
|
61.8
|
|
|
18.1
|
|
|
(44.6
|
)
|
|
84.5
|
|
|||||
(Provision for) benefit from income taxes
|
(1.7
|
)
|
|
(22.2
|
)
|
|
(26.5
|
)
|
|
—
|
|
|
(50.4
|
)
|
|||||
Income (loss) from continuing operations
|
47.5
|
|
|
39.6
|
|
|
(8.4
|
)
|
|
(44.6
|
)
|
|
34.1
|
|
|||||
Income from discontinued operations - net of tax
|
—
|
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|
5.8
|
|
|||||
Loss on disposition of discontinued operations - net of tax
|
(2.3
|
)
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
0.8
|
|
|||||
Net income (loss)
|
45.2
|
|
|
39.6
|
|
|
0.5
|
|
|
(44.6
|
)
|
|
40.7
|
|
|||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
4.5
|
|
|||||
Net income (loss) attributable to Terex Corporation
|
$
|
45.2
|
|
|
$
|
39.6
|
|
|
$
|
5.0
|
|
|
$
|
(44.6
|
)
|
|
$
|
45.2
|
|
|
Terex
Corporation
|
|
Wholly-owned
Guarantors
|
|
Non-guarantor
Subsidiaries
|
|
Intercompany
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
218.9
|
|
|
$
|
1,619.5
|
|
|
$
|
3,141.1
|
|
|
$
|
(561.3
|
)
|
|
$
|
4,418.2
|
|
Cost of goods sold
|
(200.7
|
)
|
|
(1,438.3
|
)
|
|
(2,737.6
|
)
|
|
561.3
|
|
|
(3,815.3
|
)
|
|||||
Gross profit
|
18.2
|
|
|
181.2
|
|
|
403.5
|
|
|
—
|
|
|
602.9
|
|
|||||
Selling, general and administrative expenses
|
(80.7
|
)
|
|
(187.1
|
)
|
|
(408.9
|
)
|
|
—
|
|
|
(676.7
|
)
|
|||||
Loss from operations
|
(62.5
|
)
|
|
(5.9
|
)
|
|
(5.4
|
)
|
|
—
|
|
|
(73.8
|
)
|
|||||
Interest income
|
1.2
|
|
|
0.3
|
|
|
8.3
|
|
|
—
|
|
|
9.8
|
|
|||||
Interest expense
|
(111.6
|
)
|
|
(6.0
|
)
|
|
(27.8
|
)
|
|
—
|
|
|
(145.4
|
)
|
|||||
Income (loss) from subsidiaries
|
337.9
|
|
|
—
|
|
|
—
|
|
|
(337.9
|
)
|
|
—
|
|
|||||
Loss on early extinguishment of debt
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|||||
Other expense - net
|
4.2
|
|
|
0.6
|
|
|
(32.3
|
)
|
|
—
|
|
|
(27.5
|
)
|
|||||
(Loss) income from continuing operations before income taxes
|
167.8
|
|
|
(11.0
|
)
|
|
(57.2
|
)
|
|
(337.9
|
)
|
|
(238.3
|
)
|
|||||
Benefit from (provision for) income taxes
|
61.2
|
|
|
4.0
|
|
|
(38.4
|
)
|
|
—
|
|
|
26.8
|
|
|||||
(Loss) income from continuing operations
|
229.0
|
|
|
(7.0
|
)
|
|
(95.6
|
)
|
|
(337.9
|
)
|
|
(211.5
|
)
|
|||||
Loss from discontinued operations – net of tax
|
(3.5
|
)
|
|
(2.3
|
)
|
|
(9.5
|
)
|
|
—
|
|
|
(15.3
|
)
|
|||||
Gain on disposition of discontinued operations - net of tax
|
133.0
|
|
|
76.9
|
|
|
379.4
|
|
|
—
|
|
|
589.3
|
|
|||||
Net income (loss)
|
358.5
|
|
|
67.6
|
|
|
274.3
|
|
|
(337.9
|
)
|
|
362.5
|
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
|||||
Net income (loss) attributable to Terex Corporation
|
$
|
358.5
|
|
|
$
|
67.6
|
|
|
$
|
270.3
|
|
|
$
|
(337.9
|
)
|
|
$
|
358.5
|
|
|
Terex
Corporation
|
|
Wholly-owned
Guarantors
|
|
Non-guarantor
Subsidiaries
|
|
Intercompany
Eliminations
|
|
Consolidated
|
||||||||||
Net sales
|
$
|
135.8
|
|
|
$
|
1,200.1
|
|
|
$
|
2,805.9
|
|
|
$
|
(283.4
|
)
|
|
$
|
3,858.4
|
|
Cost of goods sold
|
(143.9
|
)
|
|
(1,209.3
|
)
|
|
(2,491.6
|
)
|
|
283.4
|
|
|
(3,561.4
|
)
|
|||||
Gross profit
|
(8.1
|
)
|
|
(9.2
|
)
|
|
314.3
|
|
|
—
|
|
|
297.0
|
|
|||||
Selling, general and administrative expenses
|
(63.8
|
)
|
|
(213.7
|
)
|
|
(421.2
|
)
|
|
—
|
|
|
(698.7
|
)
|
|||||
Loss from operations
|
(71.9
|
)
|
|
(222.9
|
)
|
|
(106.9
|
)
|
|
—
|
|
|
(401.7
|
)
|
|||||
Interest income
|
1.1
|
|
|
0.2
|
|
|
3.6
|
|
|
—
|
|
|
4.9
|
|
|||||
Interest expense
|
(84.6
|
)
|
|
(8.5
|
)
|
|
(26.3
|
)
|
|
—
|
|
|
(119.4
|
)
|
|||||
Income (loss) from subsidiaries
|
(274.6
|
)
|
|
—
|
|
|
—
|
|
|
274.6
|
|
|
—
|
|
|||||
Loss on early extinguishment of debt
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|||||
Other expense - net
|
1.2
|
|
|
3.8
|
|
|
(9.3
|
)
|
|
—
|
|
|
(4.3
|
)
|
|||||
(Loss) income from continuing operations before income taxes
|
(432.1
|
)
|
|
(227.4
|
)
|
|
(138.9
|
)
|
|
274.6
|
|
|
(523.8
|
)
|
|||||
Benefit from income taxes
|
61.9
|
|
|
32.3
|
|
|
23.2
|
|
|
—
|
|
|
117.4
|
|
|||||
(Loss) income from continuing operations
|
(370.2
|
)
|
|
(195.1
|
)
|
|
(115.7
|
)
|
|
274.6
|
|
|
(406.4
|
)
|
|||||
Income (loss) from discontinued operations – net of tax
|
(17.4
|
)
|
|
(2.6
|
)
|
|
41.7
|
|
|
—
|
|
|
21.7
|
|
|||||
Loss on disposition of discontinued operations - net of tax
|
(10.8
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
(12.6
|
)
|
|||||
Net (loss) income
|
(398.4
|
)
|
|
(199.5
|
)
|
|
(74.0
|
)
|
|
274.6
|
|
|
(397.3
|
)
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
(0.5
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||||
Net (loss) income attributable to Terex Corporation
|
$
|
(398.4
|
)
|
|
$
|
(200.0
|
)
|
|
$
|
(74.6
|
)
|
|
$
|
274.6
|
|
|
$
|
(398.4
|
)
|
|
Terex
Corporation
|
|
Wholly-owned
Guarantors
|
|
Non-guarantor
Subsidiaries
|
|
Intercompany
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
264.0
|
|
|
$
|
2.3
|
|
|
$
|
507.8
|
|
|
$
|
—
|
|
|
$
|
774.1
|
|
Investments in marketable securities
|
2.1
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
3.0
|
|
|||||
Trade receivables - net
|
32.0
|
|
|
229.1
|
|
|
917.0
|
|
|
—
|
|
|
1,178.1
|
|
|||||
Intercompany receivables
|
6.9
|
|
|
118.3
|
|
|
74.8
|
|
|
(200.0
|
)
|
|
—
|
|
|||||
Inventories
|
72.0
|
|
|
381.3
|
|
|
1,304.8
|
|
|
—
|
|
|
1,758.1
|
|
|||||
Other current assets
|
76.7
|
|
|
37.4
|
|
|
186.1
|
|
|
—
|
|
|
300.2
|
|
|||||
Total current assets
|
453.7
|
|
|
768.4
|
|
|
2,991.4
|
|
|
(200.0
|
)
|
|
4,013.5
|
|
|||||
Property, plant and equipment - net
|
62.8
|
|
|
109.6
|
|
|
663.1
|
|
|
—
|
|
|
835.5
|
|
|||||
Goodwill
|
—
|
|
|
149.6
|
|
|
1,109.2
|
|
|
—
|
|
|
1,258.8
|
|
|||||
Non-current intercompany receivables
|
1,272.8
|
|
|
35.0
|
|
|
40.3
|
|
|
(1,348.1
|
)
|
|
—
|
|
|||||
Investment in and advances to (from) subsidiaries
|
2,475.5
|
|
|
(833.1
|
)
|
|
4,922.3
|
|
|
(6,505.6
|
)
|
|
59.1
|
|
|||||
Other assets
|
113.5
|
|
|
186.2
|
|
|
584.1
|
|
|
—
|
|
|
883.8
|
|
|||||
Total assets
|
$
|
4,378.3
|
|
|
$
|
415.7
|
|
|
$
|
10,310.4
|
|
|
$
|
(8,053.7
|
)
|
|
$
|
7,050.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notes payable and current portion of long-term debt
|
$
|
4.6
|
|
|
$
|
0.1
|
|
|
$
|
72.3
|
|
|
$
|
—
|
|
|
$
|
77.0
|
|
Trade accounts payable
|
29.6
|
|
|
164.7
|
|
|
570.3
|
|
|
—
|
|
|
764.6
|
|
|||||
Intercompany payables
|
(42.0
|
)
|
|
49.3
|
|
|
192.7
|
|
|
(200.0
|
)
|
|
—
|
|
|||||
Accruals and other current liabilities
|
95.8
|
|
|
122.6
|
|
|
831.7
|
|
|
—
|
|
|
1,050.1
|
|
|||||
Total current liabilities
|
88.0
|
|
|
336.7
|
|
|
1,667.0
|
|
|
(200.0
|
)
|
|
1,891.7
|
|
|||||
Long-term debt, less current portion
|
1,005.5
|
|
|
1.8
|
|
|
1,216.1
|
|
|
—
|
|
|
2,223.4
|
|
|||||
Non-current intercompany payables
|
1,199.5
|
|
|
(1,154.1
|
)
|
|
1,302.7
|
|
|
(1,348.1
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
178.9
|
|
|
37.8
|
|
|
534.4
|
|
|
—
|
|
|
751.1
|
|
|||||
Total stockholders’ equity
|
1,906.4
|
|
|
1,193.5
|
|
|
5,590.2
|
|
|
(6,505.6
|
)
|
|
2,184.5
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
4,378.3
|
|
|
$
|
415.7
|
|
|
$
|
10,310.4
|
|
|
$
|
(8,053.7
|
)
|
|
$
|
7,050.7
|
|
|
Terex
Corporation
|
|
Wholly-owned
Guarantors
|
|
Non-guarantor
Subsidiaries
|
|
Intercompany
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
164.2
|
|
|
$
|
2.0
|
|
|
$
|
728.0
|
|
|
$
|
—
|
|
|
$
|
894.2
|
|
Investments in marketable securities
|
520.9
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
521.4
|
|
|||||
Trade receivables - net
|
22.9
|
|
|
208.7
|
|
|
550.9
|
|
|
—
|
|
|
782.5
|
|
|||||
Intercompany receivables
|
9.5
|
|
|
93.1
|
|
|
44.1
|
|
|
(146.7
|
)
|
|
—
|
|
|||||
Inventories
|
66.0
|
|
|
342.7
|
|
|
1,040.0
|
|
|
—
|
|
|
1,448.7
|
|
|||||
Other current assets
|
154.7
|
|
|
37.1
|
|
|
130.3
|
|
|
—
|
|
|
322.1
|
|
|||||
Total current assets
|
938.2
|
|
|
684.1
|
|
|
2,493.3
|
|
|
(146.7
|
)
|
|
3,968.9
|
|
|||||
Property, plant and equipment - net
|
54.6
|
|
|
112.5
|
|
|
406.4
|
|
|
—
|
|
|
573.5
|
|
|||||
Goodwill
|
—
|
|
|
154.1
|
|
|
338.8
|
|
|
—
|
|
|
492.9
|
|
|||||
Non-current intercompany receivables
|
709.3
|
|
|
48.6
|
|
|
39.1
|
|
|
(797.0
|
)
|
|
—
|
|
|||||
Investment in and advances to (from) subsidiaries
|
2,761.7
|
|
|
(504.3
|
)
|
|
2,721.5
|
|
|
(4,950.2
|
)
|
|
28.7
|
|
|||||
Other assets
|
69.6
|
|
|
187.3
|
|
|
195.5
|
|
|
—
|
|
|
452.4
|
|
|||||
Total assets
|
$
|
4,533.4
|
|
|
$
|
682.3
|
|
|
$
|
6,194.6
|
|
|
$
|
(5,893.9
|
)
|
|
$
|
5,516.4
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Notes payable and current portion of long-term debt
|
$
|
297.2
|
|
|
$
|
0.2
|
|
|
$
|
49.4
|
|
|
$
|
—
|
|
|
$
|
346.8
|
|
Trade accounts payable
|
24.9
|
|
|
130.3
|
|
|
414.8
|
|
|
—
|
|
|
570.0
|
|
|||||
Intercompany payables
|
43.1
|
|
|
26.5
|
|
|
77.1
|
|
|
(146.7
|
)
|
|
—
|
|
|||||
Accruals and other current liabilities
|
127.6
|
|
|
87.2
|
|
|
542.6
|
|
|
—
|
|
|
757.4
|
|
|||||
Total current liabilities
|
492.8
|
|
|
244.2
|
|
|
1,083.9
|
|
|
(146.7
|
)
|
|
1,674.2
|
|
|||||
Long-term debt, less current portion
|
879.6
|
|
|
119.3
|
|
|
340.6
|
|
|
—
|
|
|
1,339.5
|
|
|||||
Non-current intercompany payables
|
943.7
|
|
|
(928.6
|
)
|
|
781.9
|
|
|
(797.0
|
)
|
|
—
|
|
|||||
Other non-current liabilities
|
134.1
|
|
|
52.1
|
|
|
205.1
|
|
|
—
|
|
|
391.3
|
|
|||||
Total stockholders’ equity
|
2,083.2
|
|
|
1,195.3
|
|
|
3,783.1
|
|
|
(4,950.2
|
)
|
|
2,111.4
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
4,533.4
|
|
|
$
|
682.3
|
|
|
$
|
6,194.6
|
|
|
$
|
(5,893.9
|
)
|
|
$
|
5,516.4
|
|
|
Terex
Corporation
|
|
Wholly-owned
Guarantors
|
|
Non-guarantor
Subsidiaries
|
|
Intercompany
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities of continuing operations
|
$
|
(539.3
|
)
|
|
$
|
29.6
|
|
|
$
|
528.8
|
|
|
$
|
—
|
|
|
$
|
19.1
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Capital expenditures
|
(10.4
|
)
|
|
(22.5
|
)
|
|
(46.2
|
)
|
|
—
|
|
|
(79.1
|
)
|
|||||
Acquisition of business, net of cash acquired
|
—
|
|
|
(2.0
|
)
|
|
(1,033.2
|
)
|
|
—
|
|
|
(1,035.2
|
)
|
|||||
Proceeds from disposition of discontinued operations
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||||
Investments in derivative securities
|
(16.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.1
|
)
|
|||||
Proceeds from sale of assets
|
531.8
|
|
|
0.1
|
|
|
7.7
|
|
|
—
|
|
|
539.6
|
|
|||||
Other investing activities, net
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
(2.2
|
)
|
|||||
Net cash (used in) provided by investing activities of continuing operations
|
505.3
|
|
|
(24.4
|
)
|
|
(1,073.4
|
)
|
|
—
|
|
|
(592.5
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Principal repayments of debt
|
(298.8
|
)
|
|
(0.5
|
)
|
|
(144.9
|
)
|
|
—
|
|
|
(444.2
|
)
|
|||||
Proceeds from issuance of debt
|
455.5
|
|
|
1.9
|
|
|
469.3
|
|
|
—
|
|
|
926.7
|
|
|||||
Payment of debt issuance cost
|
(26.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.6
|
)
|
|||||
Purchase of noncontrolling interest
|
—
|
|
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|||||
Other financing activities, net
|
3.7
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
4.6
|
|
|||||
Net cash provided by (used in) financing activities of continuing operations
|
133.8
|
|
|
(4.9
|
)
|
|
325.3
|
|
|
—
|
|
|
454.2
|
|
|||||
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash used in operating activities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by investing activities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by financing activities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
99.8
|
|
|
0.3
|
|
|
(220.2
|
)
|
|
—
|
|
|
(120.1
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
164.2
|
|
|
2.0
|
|
|
728.0
|
|
|
—
|
|
|
894.2
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
264.0
|
|
|
$
|
2.3
|
|
|
$
|
507.8
|
|
|
$
|
—
|
|
|
$
|
774.1
|
|
|
Terex
Corporation
|
|
Wholly-owned
Guarantors
|
|
Non-guarantor
Subsidiaries
|
|
Intercompany
Eliminations
|
|
Consolidated
|
||||||||||
Net cash (used in) provided by operating activities of continuing operations
|
$
|
(471.9
|
)
|
|
$
|
65.6
|
|
|
$
|
(203.8
|
)
|
|
$
|
—
|
|
|
$
|
(610.1
|
)
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Capital expenditures
|
(8.7
|
)
|
|
(10.6
|
)
|
|
(35.7
|
)
|
|
—
|
|
|
(55.0
|
)
|
|||||
Acquisition of business
|
(12.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.8
|
)
|
|||||
Investments in and advances to affiliates
|
(14.6
|
)
|
|
—
|
|
|
(4.7
|
)
|
|
—
|
|
|
(19.3
|
)
|
|||||
Proceeds from disposition of discontinued operations
|
294.8
|
|
|
—
|
|
|
707.2
|
|
|
—
|
|
|
1,002.0
|
|
|||||
Investments in derivative securities
|
(21.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.1
|
)
|
|||||
Proceeds from sale of assets
|
2.4
|
|
|
1.4
|
|
|
6.2
|
|
|
—
|
|
|
10.0
|
|
|||||
Net cash provided by (used in) investing activities of continuing operations
|
240.0
|
|
|
(9.2
|
)
|
|
673.0
|
|
|
—
|
|
|
903.8
|
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Principal repayments of debt
|
(159.3
|
)
|
|
(51.6
|
)
|
|
(154.6
|
)
|
|
—
|
|
|
(365.5
|
)
|
|||||
Proceeds from issuance of debt
|
—
|
|
|
—
|
|
|
73.9
|
|
|
—
|
|
|
73.9
|
|
|||||
Payment of debt issuance cost
|
(6.0
|
)
|
|
(0.8
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(7.8
|
)
|
|||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(12.9
|
)
|
|
—
|
|
|
(12.9
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
(0.2
|
)
|
|
(3.2
|
)
|
|
—
|
|
|
(3.4
|
)
|
|||||
Other financing activities, net
|
1.3
|
|
|
(0.1
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash used in financing activities of continuing operations
|
(164.0
|
)
|
|
(52.7
|
)
|
|
(99.0
|
)
|
|
—
|
|
|
(315.7
|
)
|
|||||
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net cash used in operating activities of discontinued operations
|
(19.3
|
)
|
|
(2.2
|
)
|
|
(31.6
|
)
|
|
—
|
|
|
(53.1
|
)
|
|||||
Net cash provided by investing activities of discontinued operations
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||
Net cash provided by financing activities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used in discontinued operations
|
(19.3
|
)
|
|
(2.2
|
)
|
|
(31.5
|
)
|
|
—
|
|
|
(53.0
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
(415.2
|
)
|
|
1.5
|
|
|
336.7
|
|
|
—
|
|
|
(77.0
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
579.4
|
|
|
0.5
|
|
|
391.3
|
|
|
—
|
|
|
971.2
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
164.2
|
|
|
$
|
2.0
|
|
|
$
|
728.0
|
|
|
$
|
—
|
|
|
$
|
894.2
|
|
|
Terex
Corporation
|
|
Wholly-
owned
Guarantors
|
|
Non-
guarantor
Subsidiaries
|
|
Intercompany
Eliminations
|
|
Consolidated
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(35.5
|
)
|
|
$
|
(12.1
|
)
|
|
$
|
7.0
|
|
|
$
|
—
|
|
|
$
|
(40.6
|
)
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(9.8
|
)
|
|
—
|
|
|
(9.8
|
)
|
|||||
Capital expenditures
|
(11.4
|
)
|
|
(7.4
|
)
|
|
(31.6
|
)
|
|
—
|
|
|
(50.4
|
)
|
|||||
Proceeds from sale of assets
|
0.2
|
|
|
1.2
|
|
|
4.7
|
|
|
—
|
|
|
6.1
|
|
|||||
Net cash used in investing activities
|
(11.2
|
)
|
|
(6.2
|
)
|
|
(36.7
|
)
|
|
—
|
|
|
(54.1
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Principal repayments of debt
|
(527.8
|
)
|
|
(2.5
|
)
|
|
(154.7
|
)
|
|
—
|
|
|
(685.0
|
)
|
|||||
Proceeds from issuance of debt
|
1,035.5
|
|
|
—
|
|
|
78.8
|
|
|
—
|
|
|
1,114.3
|
|
|||||
Proceeds from issuance of common stock
|
156.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156.3
|
|
|||||
Payment of debt issuance costs
|
(17.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.2
|
)
|
|||||
Purchase of noncontrolling interest
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
(1.0
|
)
|
|
(6.1
|
)
|
|
—
|
|
|
(7.1
|
)
|
|||||
Other financing activities, net
|
0.6
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(0.8
|
)
|
|||||
Net cash provided by (used in) financing activities
|
647.4
|
|
|
(5.2
|
)
|
|
(83.4
|
)
|
|
—
|
|
|
558.8
|
|
|||||
Cash flows from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash (used in) provided by operating activities of discontinued operations
|
(22.6
|
)
|
|
19.2
|
|
|
6.3
|
|
|
—
|
|
|
2.9
|
|
|||||
Net cash used in investing activities of discontinued operations
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(6.4
|
)
|
|
—
|
|
|
(7.0
|
)
|
|||||
Net cash used in financing activities of discontinued operations
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||
Net cash provided by (used in) discontinued operations
|
(22.8
|
)
|
|
18.6
|
|
|
(0.1
|
)
|
|
—
|
|
|
(4.3
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
27.0
|
|
|
—
|
|
|
27.0
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
577.9
|
|
|
(4.9
|
)
|
|
(86.2
|
)
|
|
—
|
|
|
486.8
|
|
|||||
Cash and cash equivalents, beginning of period
|
1.5
|
|
|
5.4
|
|
|
477.5
|
|
|
—
|
|
|
484.4
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
579.4
|
|
|
$
|
0.5
|
|
|
$
|
391.3
|
|
|
$
|
—
|
|
|
$
|
971.2
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
Balance
Beginning
of Year
|
|
Charges to
Earnings
|
|
Other (1)
|
|
Deductions (2)
|
|
Balance End
of Year
|
||||||||||
Year ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
$
|
46.8
|
|
|
$
|
13.6
|
|
|
$
|
(9.0
|
)
|
|
$
|
(8.9
|
)
|
|
$
|
42.5
|
|
Reserve for inventory
|
106.7
|
|
|
53.4
|
|
|
(1.8
|
)
|
|
(38.2
|
)
|
|
120.1
|
|
|||||
Valuation allowances for deferred tax assets
|
157.6
|
|
|
18.1
|
|
|
7.6
|
|
|
—
|
|
|
183.3
|
|
|||||
Totals
|
$
|
311.1
|
|
|
$
|
85.1
|
|
|
$
|
(3.2
|
)
|
|
$
|
(47.1
|
)
|
|
$
|
345.9
|
|
Year ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
$
|
60.1
|
|
|
$
|
12.3
|
|
|
$
|
(9.5
|
)
|
|
$
|
(16.1
|
)
|
|
$
|
46.8
|
|
Reserve for inventory
|
110.8
|
|
|
44.6
|
|
|
(6.3
|
)
|
|
(42.4
|
)
|
|
106.7
|
|
|||||
Valuation allowances for deferred tax assets
|
134.6
|
|
|
35.1
|
|
|
(12.1
|
)
|
|
—
|
|
|
157.6
|
|
|||||
Totals
|
$
|
305.5
|
|
|
$
|
92.0
|
|
|
$
|
(27.9
|
)
|
|
$
|
(58.5
|
)
|
|
$
|
311.1
|
|
Year ended December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
$
|
58.0
|
|
|
$
|
21.4
|
|
|
$
|
(1.5
|
)
|
|
$
|
(17.8
|
)
|
|
$
|
60.1
|
|
Reserve for inventory
|
83.9
|
|
|
61.1
|
|
|
1.6
|
|
|
(35.8
|
)
|
|
110.8
|
|
|||||
Valuation allowances for deferred tax assets
|
64.1
|
|
|
21.6
|
|
|
48.9
|
|
|
—
|
|
|
134.6
|
|
|||||
Totals
|
$
|
206.0
|
|
|
$
|
104.1
|
|
|
$
|
49.0
|
|
|
$
|
(53.6
|
)
|
|
$
|
305.5
|
|
(1)
|
Primarily represents the impact of foreign currency exchange and purchase accounting adjustments for deferred tax assets.
|
(2)
|
Primarily represents the utilization of established reserves, net of recoveries.
|
Anniversary of
Date of Grant
|
Participant receives:
|
|
|
|
|
|
|
|
|
Termination Before
Anniversary of Date of Grant
|
Participant forfeits:
|
|
|
|
|
|
|
|
|
Thereafter
|
0% of the Award Shares
|
|
Year Ended December 31,
|
|||||||||||||||||||||||
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
||||||||||
EARNINGS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
84.5
|
|
|
|
$
|
(238.3
|
)
|
|
|
$
|
(523.8
|
)
|
|
|
$
|
84.0
|
|
|
|
$
|
783.2
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Undistributed (income) loss of less than 50% owned investments
|
(3.5
|
)
|
|
|
(1.3
|
)
|
|
|
(0.3
|
)
|
|
|
(2.1
|
)
|
|
|
(3.2
|
)
|
|
|||||
Fixed charges
|
171.2
|
|
|
|
173.1
|
|
|
|
148.0
|
|
|
|
124.3
|
|
|
|
88.7
|
|
|
|||||
Earnings (loss)
|
$
|
252.2
|
|
|
|
$
|
(66.5
|
)
|
|
|
$
|
(376.1
|
)
|
|
|
$
|
206.2
|
|
|
|
$
|
868.7
|
|
|
FIXED CHARGES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, including debt discount amortization
|
134.9
|
|
|
|
145.4
|
|
|
|
119.4
|
|
|
|
102.5
|
|
|
|
64.2
|
|
|
|||||
Amortization/writeoff of debt issuance costs
|
15.8
|
|
|
|
9.3
|
|
|
|
8.3
|
|
|
|
3.2
|
|
|
|
5.3
|
|
|
|||||
Portion of rental expense representative of interest factor (assumed to be 33%)
|
20.5
|
|
|
|
18.4
|
|
|
|
20.3
|
|
|
|
18.6
|
|
|
|
19.2
|
|
|
|||||
Fixed charges
|
$
|
171.2
|
|
|
|
$
|
173.1
|
|
|
|
$
|
148.0
|
|
|
|
$
|
124.3
|
|
|
|
$
|
88.7
|
|
|
RATIO OF EARNINGS TO FIXED CHARGES
|
1.5
|
|
x
|
|
—
|
|
(1)
|
|
—
|
|
(1)
|
|
1.7
|
|
x
|
|
9.8
|
|
x
|
|||||
AMOUNT OF EARNINGS DEFICIENCY FOR COVERAGE OF FIXED CHARGES
|
$
|
—
|
|
|
|
$
|
239.6
|
|
|
|
$
|
524.1
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
(1)
Less than 1.0x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Ansaldo Reggiane S.r.l.
|
Italy
|
aptus 543.GmbH
|
Germany
|
A.S.V., Inc.
|
Minnesota
|
B-L Pegson Limited
|
United Kingdom
|
Brown Lenox & Co. Limited
|
United Kingdom
|
Cliffmere Limited
|
United Kingdom
|
CMI Terex Corporation
|
Oklahoma
|
Cor 13.GmbH & Co. KG
|
Germany
|
Crane America Services, Inc.
|
Ohio
|
D.B. Holdings Ltd.
|
United Kingdom
|
DBIS (Software and Automation) Ltd.
|
United Kingdom
|
DBIS Ltd. (UK)
|
United Kingdom
|
DCC France Holdco S.A.
|
France
|
DCC HoldCo 4 (vier) GmbH
|
Germany
|
DCC HoldCo 5 (fünf) GmbH
|
Germany
|
DCC Verwaltungs 2 (zwei) GmbH
|
Germany
|
Demag Cranes & Components (India) Private Ltd.
|
India
|
Demag Cranes & Components (Middle East) FZE
|
Dubai
|
Demag Cranes & Components (Pty.) Ltd.
|
South Africa
|
Demag Cranes & Components (Shanghai) Co. Ltd.
|
China
|
Demag Cranes & Components A/S
|
Denmark
|
Demag Cranes & Components AG
|
Switzerland
|
Demag Cranes & Components Corp.
|
Ohio
|
Demag Cranes & Components GmbH
|
Germany
|
Demag Cranes & Components GmbH
|
Austria
|
Demag Cranes & Components Guarantee Ltd.
|
United Kingdom
|
Demag Cranes & Components Holdings Limited
|
Dubai
|
Demag Cranes & Components Holdings Ltd.
|
United Kingdom
|
Demag Cranes & Components Ltd.
|
United Kingdom
|
Demag Cranes & Components Ltda.
|
Brazil
|
Demag Cranes & Components Pty. Ltd.
|
Australia
|
Demag Cranes & Components S.A.S.
|
France
|
Demag Cranes & Components S.A.U.
|
Spain
|
Demag Cranes & Components S.p.A.
|
Italy
|
Demag Cranes & Components Sp. z o.o.
|
Poland
|
Demag Cranes & Components spol. s.r.o.
|
Czech Republic
|
Demag Cranes & Components Trading (Shanghai) Co. Ltd.
|
China
|
Demag Cranes & Components Unipessoal Lda.
|
Portugal
|
Demag Cranes & Components Verwaltungsgesellschaft mbH
|
Germany
|
Demag Cranes AG
|
Germany
|
Demag Mobile Cranes Gépgyártó Kft.
|
Hungary
|
Demag Mobile Cranes Spain, S.A.
|
Spain
|
Donati (Shanghai) Trading Co. Ltd.
|
China
|
Donati Ltd.
|
United Kingdom
|
Donati Sollevamenti S.r.l.
|
Italy
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Duvalpilot Equipment Outfitters, LLC
|
Florida
|
Fantuzzi Eurasia SRL
|
Italy
|
Fantuzzi France S.A.S.
|
France
|
Fantuzzi Group China Limited
|
China
|
Fantuzzi Group Shanghai Ltd
|
China
|
Fantuzzi Noell Iberia SL
|
Spain
|
Fantuzzi Noell USA, Inc.
|
Illinois
|
Fantuzzi Reggiane Australasia Pty Ltd
|
Australia
|
Fantuzzi Reggiane Djibouti SARL
|
Djibouti
|
Fermec Holdings Ltd.
|
United Kingdom
|
Fermec International Ltd.
|
United Kingdom
|
Fermec Manufacturing Ltd.
|
United Kingdom
|
Fermec North America Ltd.
|
United Kingdom
|
Fermec Trustee Ltd.
|
United Kingdom
|
Finlay Hydrascreen (Omagh) Limited
|
N. Ireland
|
Genie Australia Wholesale Pty. Ltd.
|
Australia
|
Genie Australia Pty. Ltd.
|
Australia
|
Genie Cayman Holdings
|
Cayman Islands
|
Genie Financial Services Europe Limited
|
United Kingdom
|
Genie Financial Services, Inc.
|
Washington
|
Genie France S.A.R.L.
|
France
|
Genie Germany GmbH
|
Germany
|
Genie Holdings, Inc.
|
Washington
|
Genie Industries Iberica, S.L.
|
Spain
|
Genie Industries, B.V.
|
Netherlands
|
Genie Industries, Inc.
|
Washington
|
Genie International Holdings, Ltd.
|
United Kingdom
|
Genie International, Inc.
|
Washington
|
Genie Korea Ltd.
|
Korea
|
Genie Lease Management LLC
|
Delaware
|
Genie Portfolio Management LLC
|
Delaware
|
Genie UK Limited
|
United Kingdom
|
Gen-National Insurance Co. Ltd.
|
Bermuda
|
GFS National, Inc.
|
Washington
|
Gottwald HoldCo 3 (drei) GmbH
|
Germany
|
Gottwald Port Technology GmbH
|
Germany
|
Gottwald Port Technology Netherlands B.V.
|
Netherlands
|
Gottwald Port Technology Verwaltungsgesellschaft mbH
|
Germany
|
Gru Comedil S.r.l.
|
Italy
|
IMACO Blackwood Hodge Group Limited
|
United Kingdom
|
IMACO Blackwood Hodge Limited
|
United Kingdom
|
IMACO Trading Limited
|
United Kingdom
|
Industrial Conveyor's Sdn Bhd
|
Malaysia
|
Iniziativa Sicilia SRL
|
Italy
|
International Machinery Company Limited
|
United Kingdom
|
Jaques (Singapore) Pte. Ltd.
|
Singapore
|
Jaques (Thailand) Limited
|
Thailand
|
Jaques International Holdings Pty. Ltd.
|
Australia
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Jaques International Limited
|
Hong Kong
|
Jaques International Sdn Bhd
|
Malaysia
|
Kranservice Rheinberg GmbH
|
Germany
|
LDA-III, LLC
|
Delaware
|
Loegering Mfg. Inc.
|
North Dakota
|
Luzhou Nanfang Recycling Co. Ltd.
|
China
|
Matbro (N.I.) Limited
|
N. Ireland
|
Moffett Iberica S.A.
|
Spain
|
New Terex Holdings UK Limited
|
United Kingdom
|
Noell Crane Holding GmbH
|
Germany
|
Noell Crane Systems (China) Limited
|
China
|
Noell Crane Systems GmbH
|
Germany
|
Noell Mobile Systems GmbH
|
Germany
|
Noell Reggiane France SARL
|
France
|
OOO Demag Cranes & Components Russland
|
Russia
|
Pegson Group Limited
|
United Kingdom
|
Power Legend International Limited
|
Cayman Islands
|
Power Legend Industries Limited
|
British Virgin Islands
|
Powerscreen Holdings USA Inc.
|
Delaware
|
Powerscreen International (Canada) ULC
|
Canada
|
Powerscreen International (U.K.) Limited
|
United Kingdom
|
Powerscreen International Limited
|
United Kingdom
|
Powerscreen International LLC
|
Delaware
|
Powerscreen Limited
|
Ireland
|
Powerscreen Manufacturing Limited
|
N. Ireland
|
Powerscreen North America Inc.
|
Delaware
|
Powerscreen USA LLC
|
Kentucky
|
Powerscreen USC Inc.
|
Delaware
|
PPM Cranes, Inc.
|
Delaware
|
Reggiane Cranes and Plants SPA
|
Italy
|
Ritz Equipamentos de Manutencao de Sistemas Eletricos S.A.
|
Brazil
|
Schaeff & Co.
|
United Kingdom
|
Schaeff Grundbesitz GmbH & Co. OHG
|
Germany
|
Schaeff Limited
|
United Kingdom
|
Schaeff of North America, Inc.
|
Delaware
|
Schaeff Service Limited
|
United Kingdom
|
Schaeff Incorporated
|
Iowa
|
Sempurna Enterprise (Malaysia) Sdn Bhd
|
Malaysia
|
Sichuan Changjiang Engineering Crane Co., Ltd.
|
China
|
Simplicity Material Handling, Ltd.
|
Canada
|
TBA B.V.
|
Netherlands
|
TBA Logistics and Software Private Limited, Secunderabad
|
India
|
TBA Romania S.R.L.
|
Romania
|
Terex Advance Mixer, Inc.
|
Delaware
|
Terex Aerials Limited
|
Ireland
|
Terex Aerials, Inc.
|
Wisconsin
|
Terex Asia
|
Mauritius
|
Terex Australia Pty. Ltd.
|
Australia
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Terex Brasil Participações Ltda.
|
Brazil
|
Terex (China) Investment Co., Ltd.
|
China
|
Terex (Changzhou) Machinery Co., Ltd.
|
China
|
Terex Construction France SAS
|
France
|
Terex Cranes Pty. Ltd.
|
Australia
|
Terex Cranes France SAS
|
France
|
Terex Cranes Korea Co., Ltd.
|
Korea
|
Terex Demag GmbH
|
Germany
|
Terex-Demag Limited
|
United Kingdom
|
Terex Distribution Limited
|
United Kingdom
|
Terex Deutschland GmbH
|
Germany
|
Terex Dormant Pty. Ltd.
|
Australia
|
Terex Equipment & Machinery España S.L.U.
|
Spain
|
Terex Equipment Limited
|
United Kingdom
|
Terex Equipamentos, Ltda.
|
Brazil
|
Terex Equipment Middle East LLC
|
United Arab Emirates
|
Terex Equipment Private Limited
|
India
|
Terex European Holdings B.V.
|
The Netherlands
|
Terex Fermec SA
|
France
|
Terex Finance and Lease (China) Limited
|
China
|
Terex Financial Services, Inc.
|
Delaware
|
Terex Financial Services Europe Limited
|
United Kingdom
|
Terex GB Limited
|
United Kingdom
|
Terex Germany GmbH & Co. K.G.
|
Germany
|
Terex Global GmbH
|
Switzerland
|
Terex GmbH & Co. K.G.
|
Germany
|
Terex Industrial Holding AG
|
Germany
|
Terex India Private Limited
|
India
|
Terex International Financial Services Company
|
N. Ireland
|
Terex Ireland Funding Limited
|
Ireland
|
Terex Italia S.r.l.
|
Italy
|
Terex Japan K.K.
|
Japan
|
Terex Latin América Industria E Comércio De Equipamentos Para Construção Ltda.
|
Brazil
|
Terex Latin America, S. de R.L. de C.V.
|
Mexico
|
TerexLift S.r.l.
|
Italy
|
Terex Lifting U.K. Limited
|
United Kingdom
|
Terex Port Equipment Maghreb S.a.r.l.
|
Morocco
|
Terex Middle East FZE
|
United Arab Emirates
|
Terex Netherlands Holdings B.V.
|
The Netherlands
|
Terex NFLG (Quanzhou) Mobile Processing Equipment Co., Ltd.
|
China
|
Terex Pegson Limited
|
United Kingdom
|
Terex Port Equipment Benelux
|
Belgium
|
Terex Port Equipment Southern Africa (Pty) Ltd
|
South Africa
|
Terex Port Equipment UK Limited
|
United Kingdom
|
Terex Powertrain Limited
|
United Kingdom
|
Terex Receivables, LLC
|
Delaware
|
Terex Roadbuilding Europe N.V.
|
Belgium
|
Terex Rus LLC
|
Russia
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Terex S.A. (Proprietary) Limited
|
South Africa
|
Terex (Sanhe) Engineering and Machinery Co. Ltd.
|
China
|
Terex Scandinavia AB
|
Sweden
|
Terex (Shanghai) Machinery Co., Ltd.
|
China
|
Terex Topower (Shandong) Heavy Machinery Manufacturing Co., Ltd.
|
China
|
Terex Singapore Pte. Ltd.
|
Singapore
|
Terex South Dakota, Inc.
|
Delaware
|
Terex (Tianjin) Co., Ltd.
|
China
|
Terex United Kingdom Limited
|
United Kingdom
|
Terex USA, LLC
|
Delaware
|
Terex Utilities Canada, Inc.
|
Canada
|
Terex Utilities, Inc.
|
Oregon
|
Terex Verwaltungs GmbH
|
Germany
|
Terex Washington, Inc.
|
Washington
|
Terex-RO Corporation
|
Kansas
|
Webster Schaeff & Co. 2000
|
United Kingdom
|
SIGNATURE
|
TITLE
|
DATE
|
/s/ Ronald M. DeFeo
|
Chairman, Chief Executive Officer and Director
|
February 29, 2012
|
Ronald M. DeFeo
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Phillip C. Widman
|
Senior Vice President and Chief Financial Officer
|
February 29, 2012
|
Phillip C. Widman
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Mark I. Clair
|
Vice President, Controller & Chief Accounting Officer
|
February 29, 2012
|
Mark I. Clair
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ G. Chris Andersen
|
Lead Director
|
February 29, 2012
|
G. Chris Andersen
|
|
|
|
|
|
/s/ Paula H. J. Cholmondeley
|
Director
|
February 29, 2012
|
Paula H. J. Cholmondeley
|
|
|
|
|
|
/s/ Don DeFosset
|
Director
|
February 29, 2012
|
Don DeFosset
|
|
|
|
|
|
/s/ Thomas J. Hansen
|
Director
|
February 29, 2012
|
Thomas J. Hansen
|
|
|
|
|
|
/s/ David A. Sachs
|
Director
|
February 29, 2012
|
David A. Sachs
|
|
|
|
|
|
/s/ Oren G. Shaffer
|
Director
|
February 29, 2012
|
Oren G. Shaffer
|
|
|
|
|
|
/s/ David C. Wang
|
Director
|
February 29, 2012
|
David C. Wang
|
|
|
|
|
|
/s/ Scott W. Wine
|
Director
|
February 29, 2012
|
Scott W. Wine
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Terex Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this annual report on Form 10-K of Terex Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Ronald M. DeFeo
|
|
Ronald M. DeFeo
|
|
Chairman and
|
|
Chief Executive Officer
|
|
|
|
February 29, 2012
|
|
/s/ Phillip C. Widman
|
|
Phillip C. Widman
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
|
|
|
February 29, 2012
|