x
|
QUARTERLY 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
(State of Incorporation)
|
|
34-1531521
(IRS Employer Identification No.)
|
YES
|
x
|
|
NO
|
o
|
YES
|
x
|
|
NO
|
o
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
|
|
YES
|
o
|
|
NO
|
x
|
The Exhibit Index begins on page
52
.
|
•
|
our business is cyclical and weak general economic conditions affect the sales of our products and financial results;
|
•
|
our need to comply with restrictive covenants contained in our debt agreements;
|
•
|
our ability to generate sufficient cash flow to service our debt obligations and operate our business;
|
•
|
our ability to access the capital markets to raise funds and provide liquidity;
|
•
|
our business is sensitive to government spending;
|
•
|
our business is highly competitive and is affected by our cost structure, pricing, product initiatives and other actions taken by competitors;
|
•
|
our retention of key management personnel;
|
•
|
the financial condition of suppliers and customers, and their continued access to capital;
|
•
|
our providing financing and credit support for some of our customers;
|
•
|
we may experience losses in excess of recorded reserves;
|
•
|
the carrying value of our goodwill could become impaired;
|
•
|
our ability to obtain parts and components from suppliers on a timely basis at competitive prices;
|
•
|
our business is global and subject to changes in exchange rates between currencies, commodity price changes, regional economic conditions and trade restrictions;
|
•
|
our operations are subject to a number of potential risks that arise from operating a multinational business, including compliance with changing regulatory environments, the Foreign Corrupt Practices Act and other similar laws, and political instability;
|
•
|
a material disruption to one of our significant facilities;
|
•
|
possible work stoppages and other labor matters;
|
•
|
compliance with changing laws and regulations, particularly environmental and tax laws and regulations;
|
•
|
litigation, product liability claims, intellectual property claims, class action lawsuits and other liabilities;
|
•
|
our ability to comply with an injunction and related obligations imposed by the United States Securities and Exchange Commission (“SEC”);
|
•
|
disruption or breach in our information technology systems; and
|
•
|
other factors.
|
|
|
Page No.
|
|
|
|
|
|
|
|
TEREX CORPORATION AND SUBSIDIARIES
|
|
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
PART I.
|
FINANCIAL INFORMATION
|
ITEM 1.
|
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net sales
|
$
|
1,006.9
|
|
|
$
|
1,114.3
|
|
Cost of goods sold
|
(854.6
|
)
|
|
(932.6
|
)
|
||
Gross profit
|
152.3
|
|
|
181.7
|
|
||
Selling, general and administrative expenses
|
(158.6
|
)
|
|
(170.4
|
)
|
||
Income (loss) from operations
|
(6.3
|
)
|
|
11.3
|
|
||
Other income (expense)
|
|
|
|
||||
Interest income
|
1.8
|
|
|
1.2
|
|
||
Interest expense
|
(21.4
|
)
|
|
(24.7
|
)
|
||
Loss on early extinguishment of debt
|
(45.4
|
)
|
|
—
|
|
||
Other income (expense) – net
|
(17.3
|
)
|
|
(5.9
|
)
|
||
Income (loss) from continuing operations before income taxes
|
(88.6
|
)
|
|
(18.1
|
)
|
||
(Provision for) benefit from income taxes
|
28.3
|
|
|
(3.9
|
)
|
||
Income (loss) from continuing operations
|
(60.3
|
)
|
|
(22.0
|
)
|
||
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
(52.4
|
)
|
||
Gain (loss) on disposition of discontinued operations – net of tax
|
55.7
|
|
|
3.4
|
|
||
Net income (loss)
|
(4.6
|
)
|
|
(71.0
|
)
|
||
Net loss (income) from discontinued operations attributable to noncontrolling interest
|
—
|
|
|
0.2
|
|
||
Net income (loss) attributable to Terex Corporation
|
$
|
(4.6
|
)
|
|
$
|
(70.8
|
)
|
Amounts attributable to Terex Corporation Common Stockholders:
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
(60.3
|
)
|
|
$
|
(22.0
|
)
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
(52.2
|
)
|
||
Gain (loss) on disposition of discontinued operations – net of tax
|
55.7
|
|
|
3.4
|
|
||
Net income (loss) attributable to Terex Corporation
|
$
|
(4.6
|
)
|
|
$
|
(70.8
|
)
|
Basic Earnings (Loss) per Share Attributable to Terex Corporation Common Stockholders:
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
(0.57
|
)
|
|
$
|
(0.20
|
)
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
(0.48
|
)
|
||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.53
|
|
|
0.03
|
|
||
Net income (loss) attributable to Terex Corporation
|
$
|
(0.04
|
)
|
|
$
|
(0.65
|
)
|
Diluted Earnings (Loss) per Share Attributable to Terex Corporation Common Stockholders:
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
(0.57
|
)
|
|
$
|
(0.20
|
)
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
(0.48
|
)
|
||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.53
|
|
|
0.03
|
|
||
Net income (loss) attributable to Terex Corporation
|
$
|
(0.04
|
)
|
|
$
|
(0.65
|
)
|
Weighted average number of shares outstanding in per share calculation
|
|
|
|
||||
Basic
|
105.2
|
|
|
108.8
|
|
||
Diluted
|
105.2
|
|
|
108.8
|
|
||
|
|
|
|
||||
Comprehensive income (loss)
|
$
|
423.5
|
|
|
$
|
(12.6
|
)
|
Comprehensive loss (income) attributable to noncontrolling interest
|
—
|
|
|
0.1
|
|
||
Comprehensive income (loss) attributable to Terex Corporation
|
$
|
423.5
|
|
|
$
|
(12.5
|
)
|
|
|
|
|
||||
Dividends declared per common share
|
$
|
0.08
|
|
|
$
|
0.07
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
813.9
|
|
|
$
|
428.5
|
|
Trade receivables (net of allowance of $16.1 and $16.5 at March 31, 2017 and December 31, 2016, respectively)
|
651.0
|
|
|
512.5
|
|
||
Inventories
|
909.2
|
|
|
853.8
|
|
||
Prepaid and other current assets
|
195.8
|
|
|
172.8
|
|
||
Current assets held for sale
|
27.8
|
|
|
732.9
|
|
||
Total current assets
|
2,597.7
|
|
|
2,700.5
|
|
||
Non-current assets
|
|
|
|
|
|||
Property, plant and equipment – net
|
302.7
|
|
|
304.6
|
|
||
Goodwill
|
262.1
|
|
|
259.7
|
|
||
Intangible assets – net
|
18.0
|
|
|
18.4
|
|
||
Investment carried at fair value
|
431.0
|
|
|
—
|
|
||
Other assets
|
549.2
|
|
|
552.3
|
|
||
Non-current assets held for sale
|
2.4
|
|
|
1,171.3
|
|
||
Total assets
|
$
|
4,163.1
|
|
|
$
|
5,006.8
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
|
|
||
Notes payable and current portion of long-term debt
|
$
|
263.2
|
|
|
$
|
13.8
|
|
Trade accounts payable
|
548.9
|
|
|
522.7
|
|
||
Accrued compensation and benefits
|
121.8
|
|
|
125.1
|
|
||
Accrued warranties and product liability
|
60.7
|
|
|
61.2
|
|
||
Other current liabilities
|
266.7
|
|
|
230.4
|
|
||
Current liabilities held for sale
|
16.4
|
|
|
453.8
|
|
||
Total current liabilities
|
1,277.7
|
|
|
1,407.0
|
|
||
Non-current liabilities
|
|
|
|
|
|||
Long-term debt, less current portion
|
979.6
|
|
|
1,562.0
|
|
||
Retirement plans
|
153.5
|
|
|
153.8
|
|
||
Other non-current liabilities
|
54.0
|
|
|
50.7
|
|
||
Non-current liabilities held for sale
|
2.6
|
|
|
312.1
|
|
||
Total liabilities
|
2,467.4
|
|
|
3,485.6
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ equity
|
|
|
|
|
|
||
Common stock, $.01 par value – authorized 300.0 shares; issued 130.3 and 129.6 shares at March 31, 2017 and December 31, 2016, respectively
|
1.3
|
|
|
1.3
|
|
||
Additional paid-in capital
|
1,293.5
|
|
|
1,300.0
|
|
||
Retained earnings
|
1,884.5
|
|
|
1,897.9
|
|
||
Accumulated other comprehensive income (loss)
|
(351.3
|
)
|
|
(779.4
|
)
|
||
Less cost of shares of common stock in treasury – 31.0 and 24.6 shares at March 31, 2017 and December 31, 2016, respectively
|
(1,132.7
|
)
|
|
(935.1
|
)
|
||
Total Terex Corporation stockholders’ equity
|
1,695.3
|
|
|
1,484.7
|
|
||
Noncontrolling interest
|
0.4
|
|
|
36.5
|
|
||
Total stockholders’ equity
|
1,695.7
|
|
|
1,521.2
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,163.1
|
|
|
$
|
5,006.8
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Operating Activities
|
|
|
|
||||
Net income (loss)
|
$
|
(4.6
|
)
|
|
$
|
(71.0
|
)
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
16.3
|
|
|
29.9
|
|
||
(Gain) loss on disposition of discontinued operations
|
(55.7
|
)
|
|
(3.4
|
)
|
||
Deferred taxes
|
(24.9
|
)
|
|
(4.5
|
)
|
||
(Gain) loss on sale of assets
|
4.7
|
|
|
—
|
|
||
Loss on early extinguishment of debt
|
13.1
|
|
|
—
|
|
||
Stock-based compensation expense
|
9.7
|
|
|
8.7
|
|
||
Other non-cash charges
|
13.0
|
|
|
19.8
|
|
||
Changes in operating assets and liabilities (net of effects of acquisitions and divestitures):
|
|
|
|
|
|
||
Trade receivables
|
(130.7
|
)
|
|
(57.7
|
)
|
||
Inventories
|
(39.4
|
)
|
|
(93.3
|
)
|
||
Trade accounts payable
|
24.9
|
|
|
4.2
|
|
||
Income taxes payable / receivable
|
(6.2
|
)
|
|
5.0
|
|
||
Other assets and liabilities
|
(13.7
|
)
|
|
60.5
|
|
||
Other operating activities, net
|
(2.6
|
)
|
|
(18.9
|
)
|
||
Net cash provided by (used in) operating activities
|
(196.1
|
)
|
|
(120.7
|
)
|
||
Investing Activities
|
|
|
|
|
|
||
Capital expenditures
|
(10.6
|
)
|
|
(22.2
|
)
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(3.2
|
)
|
||
Proceeds (payments) from disposition of discontinued operations
|
764.3
|
|
|
—
|
|
||
Proceeds from sale of assets
|
294.6
|
|
|
2.0
|
|
||
Other investing activities, net
|
—
|
|
|
(2.5
|
)
|
||
Net cash provided by (used in) investing activities
|
1,048.3
|
|
|
(25.9
|
)
|
||
Financing Activities
|
|
|
|
|
|
||
Repayments of debt
|
(1,329.5
|
)
|
|
(166.1
|
)
|
||
Proceeds from issuance of debt
|
999.0
|
|
|
177.0
|
|
||
Share repurchases
|
(178.2
|
)
|
|
—
|
|
||
Dividends paid
|
(8.3
|
)
|
|
(7.6
|
)
|
||
Other financing activities, net
|
(27.7
|
)
|
|
(9.1
|
)
|
||
Net cash provided by (used in) financing activities
|
(544.7
|
)
|
|
(5.8
|
)
|
||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
7.0
|
|
|
9.5
|
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
314.5
|
|
|
(142.9
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
501.9
|
|
|
466.5
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
816.4
|
|
|
$
|
323.6
|
|
|
Three Months Ended
|
||
|
March 31, 2017
|
||
Balance at beginning of period
|
$
|
59.8
|
|
Accruals for warranties issued during the period
|
14.0
|
|
|
Changes in estimates
|
0.5
|
|
|
Settlements during the period
|
(15.2
|
)
|
|
Foreign exchange effect/other
|
0.7
|
|
|
Balance at end of period
|
$
|
59.8
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net Sales
|
|
|
|
||||
AWP
|
$
|
472.4
|
|
|
$
|
520.7
|
|
Cranes
|
263.9
|
|
|
307.3
|
|
||
MP
|
249.1
|
|
|
223.8
|
|
||
Corporate and Other / Eliminations
|
21.5
|
|
|
62.5
|
|
||
Total
|
$
|
1,006.9
|
|
|
$
|
1,114.3
|
|
Income (loss) from Operations
|
|
|
|
||||
AWP
|
$
|
21.7
|
|
|
$
|
38.1
|
|
Cranes
|
(32.8
|
)
|
|
(16.6
|
)
|
||
MP
|
25.5
|
|
|
15.8
|
|
||
Corporate and Other / Eliminations
|
(20.7
|
)
|
|
(26.0
|
)
|
||
Total
|
$
|
(6.3
|
)
|
|
$
|
11.3
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Identifiable Assets
|
|
|
|
||||
AWP
(1)
|
$
|
1,315.8
|
|
|
$
|
1,659.8
|
|
Cranes
|
1,631.0
|
|
|
1,618.0
|
|
||
MP
|
1,176.9
|
|
|
1,104.9
|
|
||
Corporate and Other / Eliminations
(2)
|
9.2
|
|
|
(1,280.1
|
)
|
||
Assets held for sale
|
30.2
|
|
|
1,904.2
|
|
||
Total
|
$
|
4,163.1
|
|
|
$
|
5,006.8
|
|
|
Three Months Ended
|
||
|
March 31,
|
||
|
2016
|
||
Net sales
|
$
|
312.6
|
|
Cost of sales
|
(270.8
|
)
|
|
Selling, general and administrative expenses
|
(94.8
|
)
|
|
Net interest (expense)
|
(0.4
|
)
|
|
Other income (expense)
|
2.1
|
|
|
Income (loss) from discontinued operations before income taxes
|
(51.3
|
)
|
|
(Provision for) benefit from income taxes
|
(1.1
|
)
|
|
Income (loss) from discontinued operations – net of tax
|
(52.4
|
)
|
|
Net loss (income) attributable to noncontrolling interest
|
0.2
|
|
|
Income (loss) from discontinued operations – net of tax attributable to Terex Corporation
|
$
|
(52.2
|
)
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
|||||||||||||||||||
|
Cranes
|
Construction
|
Total
|
|
MHPS
|
Cranes
|
Construction
|
Total
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
$
|
1.6
|
|
$
|
0.9
|
|
$
|
2.5
|
|
|
$
|
71.0
|
|
$
|
1.2
|
|
$
|
1.2
|
|
$
|
73.4
|
|
Trade receivables – net
|
2.8
|
|
10.0
|
|
12.8
|
|
|
243.5
|
|
3.1
|
|
24.4
|
|
271.0
|
|
|||||||
Inventories
|
1.9
|
|
10.1
|
|
12.0
|
|
|
309.4
|
|
1.7
|
|
23.9
|
|
335.0
|
|
|||||||
Prepaid and other current assets
|
0.5
|
|
2.2
|
|
2.7
|
|
|
49.9
|
|
0.5
|
|
3.1
|
|
53.5
|
|
|||||||
Impairment reserve
|
—
|
|
(2.2
|
)
|
(2.2
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Current assets held for sale
|
$
|
6.8
|
|
$
|
21.0
|
|
$
|
27.8
|
|
|
$
|
673.8
|
|
$
|
6.5
|
|
$
|
52.6
|
|
$
|
732.9
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Property, plant and equipment – net
|
$
|
0.7
|
|
$
|
1.0
|
|
$
|
1.7
|
|
|
$
|
294.2
|
|
$
|
0.8
|
|
$
|
3.2
|
|
$
|
298.2
|
|
Goodwill
|
—
|
|
—
|
|
—
|
|
|
573.7
|
|
—
|
|
—
|
|
573.7
|
|
|||||||
Intangible assets
|
3.0
|
|
—
|
|
3.0
|
|
|
212.6
|
|
2.9
|
|
—
|
|
215.5
|
|
|||||||
Impairment reserve
|
(2.9
|
)
|
(1.9
|
)
|
(4.8
|
)
|
|
—
|
|
(1.7
|
)
|
(3.5
|
)
|
(5.2
|
)
|
|||||||
Other assets
|
1.1
|
|
1.4
|
|
2.5
|
|
|
86.4
|
|
1.1
|
|
1.6
|
|
89.1
|
|
|||||||
Non-current assets held for sale
|
$
|
1.9
|
|
$
|
0.5
|
|
$
|
2.4
|
|
|
$
|
1,166.9
|
|
$
|
3.1
|
|
$
|
1.3
|
|
$
|
1,171.3
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Notes payable and current portion of long-term debt
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
13.1
|
|
$
|
—
|
|
$
|
1.3
|
|
$
|
14.4
|
|
Trade accounts payable
|
0.8
|
|
5.8
|
|
6.6
|
|
|
132.6
|
|
0.7
|
|
23.8
|
|
157.1
|
|
|||||||
Accruals and other current liabilities
|
5.0
|
|
4.8
|
|
9.8
|
|
|
267.0
|
|
6.2
|
|
9.1
|
|
282.3
|
|
|||||||
Current liabilities held for sale
|
$
|
5.8
|
|
$
|
10.6
|
|
$
|
16.4
|
|
|
$
|
412.7
|
|
$
|
6.9
|
|
$
|
34.2
|
|
$
|
453.8
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Long-term debt, less current portion
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
2.4
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2.4
|
|
Retirement plans and other non-current liabilities
|
0.7
|
|
1.0
|
|
1.7
|
|
|
235.3
|
|
0.7
|
|
0.9
|
|
236.9
|
|
|||||||
Other non-current liabilities
|
0.4
|
|
0.5
|
|
0.9
|
|
|
71.7
|
|
0.4
|
|
0.7
|
|
72.8
|
|
|||||||
Non-current liabilities held for sale
|
$
|
1.1
|
|
$
|
1.5
|
|
$
|
2.6
|
|
|
$
|
309.4
|
|
$
|
1.1
|
|
$
|
1.6
|
|
$
|
312.1
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Cash and cash equivalents:
|
|
|
|
||||
Cash and cash equivalents - continuing operations
|
$
|
813.9
|
|
|
$
|
428.5
|
|
Cash and cash equivalents - held for sale
|
2.5
|
|
|
73.4
|
|
||
Total cash and cash equivalents:
|
$
|
816.4
|
|
|
$
|
501.9
|
|
|
|
|
|
|
March 31,
|
||
|
2016
|
||
Non-cash operating items:
|
|
||
Depreciation and amortization
|
$
|
13.3
|
|
Deferred taxes
|
$
|
0.1
|
|
Investing activities:
|
|
||
Capital expenditures
|
$
|
3.8
|
|
|
|
|
Three Months Ended
|
||||||||||||
|
March 31,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
MHPS
|
Atlas
|
Total
|
|
Total
|
||||||||
|
|
|
|
|
|
||||||||
Gain (loss) on disposition of discontinued operations
|
$
|
79.5
|
|
$
|
3.5
|
|
$
|
83.0
|
|
|
$
|
4.5
|
|
(Provision for) benefit from income taxes
|
(26.8
|
)
|
(0.5
|
)
|
(27.3
|
)
|
|
(1.1
|
)
|
||||
Gain (loss) on disposition of discontinued operations – net of tax
|
$
|
52.7
|
|
$
|
3.0
|
|
$
|
55.7
|
|
|
$
|
3.4
|
|
|
|
|
|
|
|
(in millions, except per share data)
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Income (loss) from continuing operations attributable to Terex Corporation Common Stockholders
|
$
|
(60.3
|
)
|
|
$
|
(22.0
|
)
|
Income (loss) from discontinued operations–net of tax
|
—
|
|
|
(52.2
|
)
|
||
Gain (loss) on disposition of discontinued operations–net of tax
|
55.7
|
|
|
3.4
|
|
||
Net income (loss) attributable to Terex Corporation
|
$
|
(4.6
|
)
|
|
$
|
(70.8
|
)
|
Basic shares:
|
|
|
|
||||
Weighted average shares outstanding
|
105.2
|
|
|
108.8
|
|
||
Earnings (loss) per share – basic:
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
(0.57
|
)
|
|
$
|
(0.20
|
)
|
Income (loss) from discontinued operations–net of tax
|
—
|
|
|
(0.48
|
)
|
||
Gain (loss) on disposition of discontinued operations–net of tax
|
0.53
|
|
|
0.03
|
|
||
Net income (loss) attributable to Terex Corporation
|
$
|
(0.04
|
)
|
|
$
|
(0.65
|
)
|
Diluted shares:
|
|
|
|
||||
Weighted average shares outstanding - basic
|
105.2
|
|
|
108.8
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Stock options and restricted stock awards
|
—
|
|
|
—
|
|
||
Diluted weighted average shares outstanding
|
105.2
|
|
|
108.8
|
|
||
Earnings (loss) per share – diluted:
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
(0.57
|
)
|
|
$
|
(0.20
|
)
|
Income (loss) from discontinued operations–net of tax
|
—
|
|
|
(0.48
|
)
|
||
Gain (loss) on disposition of discontinued operations–net of tax
|
0.53
|
|
|
0.03
|
|
||
Net income (loss) attributable to Terex Corporation
|
$
|
(0.04
|
)
|
|
$
|
(0.65
|
)
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Commercial loans
|
$
|
223.8
|
|
|
$
|
226.4
|
|
Sales-type leases
|
16.6
|
|
|
16.4
|
|
||
Total finance receivables, gross
|
240.4
|
|
|
242.8
|
|
||
Allowance for credit losses
|
(6.0
|
)
|
|
(6.3
|
)
|
||
Total finance receivables, net
|
$
|
234.4
|
|
|
$
|
236.5
|
|
|
|
|
|
Three Months Ended
March 31, 2017 |
|
Three Months Ended
March 31, 2016 |
||||||||||||||||||||
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
||||||||||||
Balance, beginning of period
|
|
$
|
5.9
|
|
|
0.4
|
|
|
$
|
6.3
|
|
|
$
|
6.5
|
|
|
$
|
0.8
|
|
|
$
|
7.3
|
|
|
Provision for credit losses
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
0.3
|
|
|
0.2
|
|
||||||
Charge offs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recoveries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance, end of period
|
|
$
|
5.6
|
|
|
$
|
0.4
|
|
|
$
|
6.0
|
|
|
$
|
6.4
|
|
|
$
|
1.1
|
|
|
$
|
7.5
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
||||||||||||
Recorded investment
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
2.4
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Related allowance
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||||
Average recorded investment
|
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|
1.7
|
|
|
0.9
|
|
|
2.6
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
Allowance for credit losses, ending balance:
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
||||||||||||
Individually evaluated for impairment
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Collectively evaluated for impairment
|
|
4.1
|
|
|
0.4
|
|
|
4.5
|
|
|
4.3
|
|
|
0.4
|
|
|
4.7
|
|
||||||
Total allowance for credit losses
|
|
$
|
5.6
|
|
|
$
|
0.4
|
|
|
$
|
6.0
|
|
|
$
|
5.9
|
|
|
$
|
0.4
|
|
|
$
|
6.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Finance receivables, ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
2.4
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Collectively evaluated for impairment
|
|
221.4
|
|
|
16.6
|
|
|
238.0
|
|
|
224.8
|
|
|
16.4
|
|
|
241.2
|
|
||||||
Total finance receivables
|
|
$
|
223.8
|
|
|
$
|
16.6
|
|
|
$
|
240.4
|
|
|
$
|
226.4
|
|
|
$
|
16.4
|
|
|
$
|
242.8
|
|
|
March 31, 2017
|
||||||||||||||||||||||
|
Current
|
|
31-60 days past due
|
|
61-90 days past due
|
|
Greater than 90 days past due
|
|
Total past due
|
|
Total Finance Receivables
|
||||||||||||
Commercial loans
|
$
|
216.8
|
|
|
$
|
5.1
|
|
|
$
|
0.2
|
|
|
$
|
1.7
|
|
|
$
|
7.0
|
|
|
$
|
223.8
|
|
Sales-type leases
|
16.0
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
|
16.6
|
|
||||||
Total finance receivables
|
$
|
232.8
|
|
|
$
|
5.1
|
|
|
$
|
0.2
|
|
|
$
|
2.3
|
|
|
$
|
7.6
|
|
|
$
|
240.4
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Current
|
|
31-60 days past due
|
|
61-90 days past due
|
|
Greater than 90 days past due
|
|
Total past due
|
|
Total Finance Receivables
|
||||||||||||
Commercial loans
|
$
|
224.2
|
|
|
$
|
0.6
|
|
|
$
|
0.2
|
|
|
$
|
1.4
|
|
|
$
|
2.2
|
|
|
$
|
226.4
|
|
Sales-type leases
|
15.8
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
16.4
|
|
||||||
Total finance receivables
|
$
|
240.0
|
|
|
$
|
0.6
|
|
|
$
|
0.8
|
|
|
$
|
1.4
|
|
|
$
|
2.8
|
|
|
$
|
242.8
|
|
Rating
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Superior
|
|
$
|
9.1
|
|
|
$
|
9.6
|
|
Above Average
|
|
62.5
|
|
|
64.7
|
|
||
Average
|
|
102.3
|
|
|
111.3
|
|
||
Below Average
|
|
61.5
|
|
|
53.0
|
|
||
Sub Standard
|
|
5.0
|
|
|
4.2
|
|
||
Total
|
|
$
|
240.4
|
|
|
$
|
242.8
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Finished equipment
|
$
|
373.9
|
|
|
$
|
334.7
|
|
Replacement parts
|
143.7
|
|
|
144.9
|
|
||
Work-in-process
|
184.8
|
|
|
175.4
|
|
||
Raw materials and supplies
|
206.8
|
|
|
198.8
|
|
||
Inventories
|
$
|
909.2
|
|
|
$
|
853.8
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Property
|
$
|
39.2
|
|
|
$
|
36.4
|
|
Plant
|
147.4
|
|
|
144.3
|
|
||
Equipment
|
454.1
|
|
|
456.1
|
|
||
Property, plant and equipment – gross
|
640.7
|
|
|
636.8
|
|
||
Less: Accumulated depreciation
|
(338.0
|
)
|
|
(332.2
|
)
|
||
Property, plant and equipment – net
|
$
|
302.7
|
|
|
$
|
304.6
|
|
|
AWP
|
|
Cranes
|
|
MP
|
|
Total
|
||||||||
Balance at December 31, 2016, gross
|
$
|
137.7
|
|
|
$
|
179.3
|
|
|
$
|
183.8
|
|
|
$
|
500.8
|
|
Accumulated impairment
|
(38.6
|
)
|
|
(179.3
|
)
|
|
(23.2
|
)
|
|
(241.1
|
)
|
||||
Balance at December 31, 2016, net
|
99.1
|
|
|
—
|
|
|
160.6
|
|
|
259.7
|
|
||||
Foreign exchange effect and other
|
0.5
|
|
|
—
|
|
|
1.9
|
|
|
2.4
|
|
||||
Balance at March 31, 2017, gross
|
138.2
|
|
|
179.3
|
|
|
185.7
|
|
|
503.2
|
|
||||
Accumulated impairment
|
(38.6
|
)
|
|
(179.3
|
)
|
|
(23.2
|
)
|
|
(241.1
|
)
|
||||
Balance at March 31, 2017, net
|
$
|
99.6
|
|
|
$
|
—
|
|
|
$
|
162.5
|
|
|
$
|
262.1
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
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
|
7
|
|
$
|
16.8
|
|
|
$
|
(15.6
|
)
|
|
$
|
1.2
|
|
|
$
|
17.0
|
|
|
$
|
(15.7
|
)
|
|
$
|
1.3
|
|
Customer Relationships
|
20
|
|
32.8
|
|
|
(25.6
|
)
|
|
7.2
|
|
|
33.1
|
|
|
(25.2
|
)
|
|
7.9
|
|
||||||
Land Use Rights
|
68
|
|
8.1
|
|
|
(1.0
|
)
|
|
7.1
|
|
|
7.9
|
|
|
(0.9
|
)
|
|
7.0
|
|
||||||
Other
|
8
|
|
26.2
|
|
|
(23.7
|
)
|
|
2.5
|
|
|
25.8
|
|
|
(23.6
|
)
|
|
2.2
|
|
||||||
Total definite-lived intangible assets
|
|
|
$
|
83.9
|
|
|
$
|
(65.9
|
)
|
|
$
|
18.0
|
|
|
$
|
83.8
|
|
|
$
|
(65.4
|
)
|
|
$
|
18.4
|
|
|
Three Months Ended
March 31, |
||||||
(in millions)
|
2017
|
|
2016
|
||||
Aggregate Amortization Expense
|
$
|
0.5
|
|
|
$
|
0.7
|
|
2017
|
$
|
2.0
|
|
2018
|
$
|
1.8
|
|
2019
|
$
|
1.7
|
|
2020
|
$
|
1.7
|
|
2021
|
$
|
1.6
|
|
Asset Derivatives
|
Balance Sheet Account
|
March 31,
2017 |
|
December 31,
2016 |
||||
Foreign exchange contracts
|
Other current assets
|
$
|
2.1
|
|
|
$
|
4.2
|
|
Total asset derivatives
|
|
2.1
|
|
|
4.2
|
|
||
Liability Derivatives
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
Other current liabilities
|
(3.0
|
)
|
|
(6.8
|
)
|
||
Total liability derivatives
|
|
(3.0
|
)
|
|
(6.8
|
)
|
||
Total Derivatives
|
|
$
|
(0.9
|
)
|
|
$
|
(2.6
|
)
|
Asset Derivatives
|
Balance Sheet Account
|
March 31,
2017 |
|
December 31,
2016 |
||||
Foreign exchange contracts
|
Other current assets
|
$
|
1.1
|
|
|
$
|
2.6
|
|
Debt conversion feature
|
Other assets
|
0.8
|
|
|
1.1
|
|
||
Total asset derivatives
|
|
1.9
|
|
|
3.7
|
|
||
Liability Derivatives
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
Other current liabilities
|
(0.3
|
)
|
|
(1.2
|
)
|
||
Total liability derivatives
|
|
(0.3
|
)
|
|
(1.2
|
)
|
||
Total Derivatives
|
|
$
|
1.6
|
|
|
$
|
2.5
|
|
Gain (Loss) Recognized in AOCI on Derivatives:
|
Three Months Ended
March 31, |
|||||||
Cash Flow Derivatives
|
|
2017
|
|
2016
|
||||
Foreign exchange contracts
|
|
$
|
1.1
|
|
|
$
|
(3.1
|
)
|
Interest rate swap
|
|
—
|
|
|
(0.5
|
)
|
||
Total
|
|
$
|
1.1
|
|
|
$
|
(3.6
|
)
|
Gain (Loss) Reclassified from AOCI into Income (Effective):
|
Three Months Ended
March 31, |
|||||||
Account
|
|
2017
|
|
2016
|
||||
Cost of goods sold
|
|
$
|
(2.0
|
)
|
|
$
|
1.3
|
|
Gain (Loss) Recognized in Income on Derivatives (Ineffective):
|
Three Months Ended
March 31, |
|||||||
Account
|
|
2017
|
|
2016
|
||||
Cost of goods sold
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
Other income (expense) – net
|
|
0.2
|
|
|
(0.1
|
)
|
||
Total
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Balance at beginning of period
|
$
|
(2.4
|
)
|
|
$
|
2.3
|
|
Additional gains (losses) – net
|
(0.6
|
)
|
|
(2.4
|
)
|
||
Amounts reclassified to earnings
|
1.7
|
|
|
(1.2
|
)
|
||
Balance at end of period
|
$
|
(1.3
|
)
|
|
$
|
(1.3
|
)
|
|
Amount incurred
during the
three months ended
March 31, 2017
|
|
Cumulative amount
incurred through
March 31, 2017
|
|
Total amount expected to be incurred
|
||||||
AWP
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Cranes
|
—
|
|
|
77.0
|
|
|
78.9
|
|
|||
Corp & Other
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|||
Total
|
$
|
—
|
|
|
$
|
78.9
|
|
|
$
|
80.8
|
|
|
Employee
Termination Costs
|
|
Facility
Exit Costs
|
|
Asset Disposal and Other Costs
|
|
Total
|
||||||||
Amount incurred during the three months ended March 31, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cumulative amount incurred through March 31, 2017
|
$
|
59.7
|
|
|
$
|
1.7
|
|
|
$
|
17.5
|
|
|
$
|
78.9
|
|
Total amount expected to be incurred
|
$
|
60.4
|
|
|
$
|
2.5
|
|
|
$
|
17.9
|
|
|
$
|
80.8
|
|
|
Employee
Termination Costs
|
|
Total
|
||||
Restructuring reserve at December 31, 2016
|
$
|
56.8
|
|
|
$
|
56.8
|
|
Restructuring reserve increase (decrease)
|
(0.2
|
)
|
|
(0.2
|
)
|
||
Cash expenditures
|
(3.9
|
)
|
|
(3.9
|
)
|
||
Foreign exchange
|
0.8
|
|
|
0.8
|
|
||
Restructuring reserve at March 31, 2017
|
$
|
53.5
|
|
|
$
|
53.5
|
|
|
Book Value
|
|
Quote
|
|
FV
|
||||||
5-5/8% Notes
|
$
|
600.0
|
|
|
$
|
1.00750
|
|
|
$
|
605
|
|
6-1/2% Notes
|
$
|
254.2
|
|
|
$
|
1.01625
|
|
|
$
|
258
|
|
2017 Credit Agreement Term Loan (net of discount)
|
$
|
397.8
|
|
|
$
|
1.00375
|
|
|
$
|
399
|
|
|
Three Months Ended
March 31, |
||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||
|
U.S. Pension
|
|
Non-U.S. Pension
|
|
Other
|
|
U.S. Pension
|
|
Non-U.S. Pension
|
|
Other
|
||||||||||||
Components of net periodic cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
0.2
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
Interest cost
|
1.7
|
|
|
1.2
|
|
|
—
|
|
|
1.8
|
|
|
1.7
|
|
|
0.1
|
|
||||||
Expected return on plan assets
|
(2.0
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
(2.1
|
)
|
|
(1.6
|
)
|
|
—
|
|
||||||
Amortization of actuarial loss
|
1.1
|
|
|
0.8
|
|
|
—
|
|
|
1.0
|
|
|
0.6
|
|
|
—
|
|
||||||
Net periodic cost
|
$
|
1.0
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
1.4
|
|
|
$
|
0.1
|
|
•
|
A consolidated class action complaint for violations of securities laws 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.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net income (loss)
|
$
|
(4.6
|
)
|
|
$
|
(71.0
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|||
Cumulative translation adjustment (“CTA”), net of (provision for) benefit from taxes of $(4.5) and $0.3, respectively
|
371.0
|
|
|
61.9
|
|
||
Derivative hedging adjustment, net of (provision for) benefit from taxes of $(0.7) and $0.3, respectively
|
1.1
|
|
|
(3.6
|
)
|
||
Debt and equity securities adjustment, net of (provision for) benefit from taxes of $0.0 and $0.0, respectively
|
0.1
|
|
|
(0.4
|
)
|
||
Pension liability adjustment:
|
|
|
|
||||
Amortization of actuarial (gain) loss, net of provision for (benefit from) taxes of $(0.6) and $(0.5), respectively
|
1.3
|
|
|
1.9
|
|
||
Divestiture of business, net of provision for (benefit from) taxes of $(23.9) and $0.0
|
55.4
|
|
|
—
|
|
||
Foreign exchange and other effects, net of (provision for) benefit from taxes of $0.3 and $1.2, respectively
|
(0.8
|
)
|
|
(1.4
|
)
|
||
Total pension liability adjustment
|
55.9
|
|
|
0.5
|
|
||
Other comprehensive income (loss)
|
428.1
|
|
|
58.4
|
|
||
Comprehensive income (loss)
|
423.5
|
|
|
(12.6
|
)
|
||
Comprehensive loss (income) attributable to noncontrolling interest
|
—
|
|
|
0.1
|
|
||
Comprehensive income (loss) attributable to Terex Corporation
|
$
|
423.5
|
|
|
$
|
(12.5
|
)
|
|
Three months ended March 31, 2017
|
|
Three months ended March 31, 2016
|
||||||||||||||||||||||||||||
|
CTA (1)
|
Deriv. Hedging Adj.
|
Debt & Equity Securities Adj.
|
Pension Liability Adj. (2)
|
Total
|
|
CTA
|
Deriv. Hedging Adj.
|
Debt & Equity Securities Adj.
|
Pension Liability Adj.
|
Total
|
||||||||||||||||||||
Beginning balance
|
$
|
(615.3
|
)
|
$
|
(2.4
|
)
|
$
|
0.6
|
|
$
|
(162.3
|
)
|
$
|
(779.4
|
)
|
|
$
|
(492.7
|
)
|
$
|
2.3
|
|
$
|
(6.3
|
)
|
$
|
(152.9
|
)
|
$
|
(649.6
|
)
|
Other comprehensive income (loss) before reclassifications
|
18.9
|
|
(0.6
|
)
|
—
|
|
(0.8
|
)
|
17.5
|
|
|
61.9
|
|
(2.4
|
)
|
(0.4
|
)
|
(1.4
|
)
|
57.7
|
|
||||||||||
Amounts reclassified from AOCI
|
352.1
|
|
1.7
|
|
0.1
|
|
56.7
|
|
410.6
|
|
|
—
|
|
(1.2
|
)
|
—
|
|
1.9
|
|
0.7
|
|
||||||||||
Net other comprehensive Income (Loss)
|
371.0
|
|
1.1
|
|
0.1
|
|
55.9
|
|
428.1
|
|
|
61.9
|
|
(3.6
|
)
|
(0.4
|
)
|
0.5
|
|
58.4
|
|
||||||||||
Ending balance
|
$
|
(244.3
|
)
|
$
|
(1.3
|
)
|
$
|
0.7
|
|
$
|
(106.4
|
)
|
$
|
(351.3
|
)
|
|
$
|
(430.8
|
)
|
$
|
(1.3
|
)
|
$
|
(6.7
|
)
|
$
|
(152.4
|
)
|
$
|
(591.2
|
)
|
|
|
Grant date
|
|
|
March 2, 2017
|
|
Dividend yields
|
1.01
|
%
|
Expected volatility
|
42.78
|
%
|
Risk free interest rate
|
1.55
|
%
|
Expected life (in years)
|
3
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
March 31, 2017 ROIC
|
0.4
|
%
|
|
NOPAT as adjusted (last 4 quarters)
|
$
|
9.7
|
|
Average Debt less Cash and cash equivalents plus Total Terex Corporation stockholders’ equity as adjusted (5 quarters)
|
$
|
2,620.2
|
|
|
Three months ended 3/31/17
|
Three months ended 12/31/16
|
Three months ended 9/30/16
|
Three months ended 6/30/16
|
|
||||||||||
Reconciliation of income (loss) from operations:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from operations
|
$
|
(6.3
|
)
|
$
|
(272.1
|
)
|
$
|
39.6
|
|
$
|
73.4
|
|
|
||
Income (loss) from discontinued operations
|
—
|
|
50.8
|
|
79.5
|
|
(39.3
|
)
|
|
||||||
Pretax gain on sale of MHPS
|
79.5
|
|
—
|
|
—
|
|
—
|
|
|
||||||
Konecranes dividend income
|
13.5
|
|
—
|
|
—
|
|
—
|
|
|
||||||
Loss on sale of Konecranes stock
|
(13.2
|
)
|
—
|
|
—
|
|
—
|
|
|
||||||
(Income) loss from operations for TFS
|
(2.4
|
)
|
(6.7
|
)
|
(0.2
|
)
|
(3.3
|
)
|
|
||||||
Income (loss) from operations as adjusted
|
$
|
71.1
|
|
$
|
(228.0
|
)
|
$
|
118.9
|
|
$
|
30.8
|
|
|
||
|
|
|
|
|
|
||||||||||
|
As of 3/31/17
|
As of 12/31/16
|
As of 9/30/16
|
As of 6/30/16
|
As of 3/31/16
|
||||||||||
Reconciliation of Cash and cash equivalents:
|
|
|
|
|
|
||||||||||
Cash and cash equivalents from continuing operations
|
$
|
813.9
|
|
$
|
428.5
|
|
$
|
248.8
|
|
$
|
200.8
|
|
$
|
216.2
|
|
Cash and cash equivalents in assets held for sale
|
2.5
|
|
73.4
|
|
94.9
|
|
97.3
|
|
107.4
|
|
|||||
Cash and cash equivalents as adjusted
|
$
|
816.4
|
|
$
|
501.9
|
|
$
|
343.7
|
|
$
|
298.1
|
|
$
|
323.6
|
|
|
|
|
|
|
|
||||||||||
Reconciliation of Debt:
|
|
|
|
|
|
||||||||||
Debt from continuing operations
|
$
|
1,242.8
|
|
$
|
1,575.8
|
|
$
|
1,663.5
|
|
$
|
1,686.3
|
|
$
|
1,809.1
|
|
Debt included in liabilities held for sale
|
—
|
|
16.8
|
|
24.5
|
|
22.7
|
|
21.8
|
|
|||||
Debt as adjusted
|
$
|
1,242.8
|
|
$
|
1,592.6
|
|
$
|
1,688.0
|
|
$
|
1,709.0
|
|
$
|
1,830.9
|
|
|
|
|
|
|
|
||||||||||
Reconciliation of Terex Corporation stockholders’ equity:
|
|
|
|
|
|
||||||||||
Terex Corporation stockholders’ equity as reported
|
$
|
1,695.3
|
|
$
|
1,484.7
|
|
$
|
1,877.7
|
|
$
|
1,856.1
|
|
$
|
1,855.1
|
|
TFS Assets
|
(236.4
|
)
|
(238.5
|
)
|
(289.6
|
)
|
(328.9
|
)
|
(354.1
|
)
|
|||||
Terex Corporation stockholders’ equity as adjusted
|
$
|
1,458.9
|
|
$
|
1,246.2
|
|
$
|
1,588.1
|
|
$
|
1,527.2
|
|
$
|
1,501.0
|
|
|
Three Months Ended March 31,
|
|
|
|||||||||||||
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In
Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
1,006.9
|
|
|
—
|
|
|
$
|
1,114.3
|
|
|
—
|
|
|
(9.6
|
)%
|
Gross profit
|
$
|
152.3
|
|
|
15.1
|
%
|
|
$
|
181.7
|
|
|
16.3
|
%
|
|
(16.2
|
)%
|
SG&A
|
$
|
158.6
|
|
|
15.8
|
%
|
|
$
|
170.4
|
|
|
15.3
|
%
|
|
(6.9
|
)%
|
Income (loss) from operations
|
$
|
(6.3
|
)
|
|
(0.6
|
)%
|
|
$
|
11.3
|
|
|
1.0
|
%
|
|
(155.8
|
)%
|
|
Three Months Ended March 31,
|
|
|
|||||||||||||
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In
Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
472.4
|
|
|
—
|
|
|
$
|
520.7
|
|
|
—
|
|
|
(9.3
|
)%
|
Income from operations
|
$
|
21.7
|
|
|
4.6
|
%
|
|
$
|
38.1
|
|
|
7.3
|
%
|
|
(43.0
|
)%
|
|
Three Months Ended March 31,
|
|
|
|||||||||||||
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In
Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
263.9
|
|
|
—
|
|
|
$
|
307.3
|
|
|
—
|
|
|
(14.1
|
)%
|
Loss from operations
|
$
|
(32.8
|
)
|
|
(12.4
|
)%
|
|
$
|
(16.6
|
)
|
|
(5.4
|
)%
|
|
(97.6
|
)%
|
|
Three Months Ended March 31,
|
|
|
|||||||||||||
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In
Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
249.1
|
|
|
—
|
|
|
$
|
223.8
|
|
|
—
|
|
|
11.3
|
%
|
Income from operations
|
$
|
25.5
|
|
|
10.2
|
%
|
|
$
|
15.8
|
|
|
7.1
|
%
|
|
61.4
|
%
|
|
Three Months Ended
3/31/2017 |
||
Net cash provided by (used in) operating activities
|
$
|
(196.1
|
)
|
Increase (decrease) in TFS assets
|
(2.1
|
)
|
|
Capital expenditures
|
(10.6
|
)
|
|
Free cash flow
|
$
|
(208.8
|
)
|
•
|
Many of our customers fund their purchases through third-party finance companies that extend credit based on the credit-worthiness of customers and expected residual value of our equipment. Changes either in customers’ credit profile or used equipment values may affect the ability of customers to purchase equipment. There can be no assurance third-party finance companies will continue to extend credit to our customers as they have in the past.
|
•
|
As our sales change, the amount of working capital needed to support our business may change.
|
•
|
Our suppliers extend payment terms to us primarily based on our overall credit rating. Declines in our credit rating may influence suppliers’ willingness to extend terms and in turn increase cash requirements of our business.
|
•
|
Sales of our products are subject to general economic conditions, weather, competition, 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 reduces cash generated from operations.
|
•
|
Availability and utilization of other sources of liquidity such as trade receivables sales programs.
|
|
Three Months Ended
3/31/2017 |
||
Net Sales
|
$
|
1,006.9
|
|
x
|
4
|
|
|
Trailing Three Month Annualized Net Sales
|
$
|
4,027.6
|
|
|
As of 3/31/17
|
||
Inventories
|
$
|
909.2
|
|
Trade Receivables
|
651.0
|
|
|
Trade Accounts Payable
|
(548.9
|
)
|
|
Customer Advances
|
(38.7
|
)
|
|
Total Working Capital
|
$
|
972.6
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Changes in Internal Control Over Financial Reporting
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
(a)
|
Not applicable
|
(b)
|
Not applicable
|
(c)
|
The following table provides information about our purchases during the quarter ended
March 31, 2017
of our common stock that is registered by us pursuant to the Exchange Act.
|
|
|
Issuer Purchases of Equity Securities
|
||||||
Period
|
|
(a) Total Number of Shares Purchased
|
|
(b) Average Price Paid per Share
|
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
(d) Approximate Dollar Value of Shares that May Yet be Purchased
Under the Plans or Programs (in thousands)
(1)
|
January 1, 2017 - January 31, 2017
|
|
—
|
|
$—
|
|
—
|
|
$68,729
|
February 1, 2017 - February 28, 2017
|
|
872,931
|
|
$30.66
|
|
872,931
|
|
$391,963
|
March 1, 2017 - March 31, 2017
|
|
5,675,799 (2)
|
|
$30.73
|
|
5,669,099
|
|
$217,755
|
Total
|
|
6,548,730
|
|
$30.72
|
|
6,542,030
|
|
$217,755
|
(1)
|
In February 2015, our Board of Directors authorized and the Company publicly announced the repurchase of up to $200 million of the Company’s outstanding common shares. In February 2017, our Board of Directors authorized and the Company publicly announced the repurchase of up to an additional $350 million of the Company’s outstanding common shares.
|
(2)
|
Amount includes shares of common stock purchased to satisfy requirements under the Company’s deferred compensation obligations to employees.
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Date:
|
May 3, 2017
|
/s/ John D. Sheehan
|
|
|
John D. Sheehan
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date:
|
May 3, 2017
|
/s/ Mark I. Clair
|
|
|
Mark I. Clair
|
|
|
Vice President, Controller and
|
|
|
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
2.1
|
Stock and Asset Purchase Agreement between Terex Corporation and Konecranes Plc (incorporated by reference to Exhibit 2.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated May 16, 2016 and filed with the Commission on May 19, 2016).
|
|
|
2.2
|
Amendment No. 1 to the Stock and Asset Purchase Agreement between Terex Corporation and Konecranes Plc (incorporated by reference to Exhibit 2.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated June 21, 2016 and filed with the Commission on June 24, 2016).
|
|
|
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, 1997 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 October 15, 2015 and filed with the Commission on October 19, 2015).
|
|
|
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
|
Indenture, dated as of January 31, 2017, among Terex Corporation, the Guarantors and HSBC Bank USA, National Association as Trustee relating to 5.625% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated January 31, 2017 and filed with the Commission on February 2, 2017).
|
|
|
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
|
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). ***
|
|
|
10.3
|
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). ***
|
|
|
10.4
|
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). ***
|
|
|
10.5
|
Terex Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of the Form 8-K Current Report, Commission File No. 1-10702, dated May 9, 2013 and filed with the Commission on May, 14, 2013). ***
|
|
|
10.6
|
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 9, 2013 and filed with the Commission on May, 14, 2013). ***
|
|
|
10.7
|
Form of Restricted Stock Agreement (time based granted prior to 2017) under the Terex Corporation Amended and Restated 2009 Omnibus Incentive Plan between Terex Corporation and participants of the 2009 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.17 of the Form 10-K for the year ended December 31, 2011). ***
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document. *
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document. *
|
|
|
*
|
Exhibit filed with this document.
|
**
|
Exhibit furnished with this document.
|
***
|
Denotes a management contract or compensatory plan or arrangement.
|
|
|
Anniversary of
Date of Grant
|
Participant receives:
|
|
|
|
|
|
|
|
|
Termination Before
Anniversary of Date of Grant
|
Participant forfeits:
|
|
|
|
|
|
|
|
|
Thereafter
|
0% of the Award Shares
|
GENIE HOLDINGS, INC.
|
|
by
|
|
|
/s/ Eric I Cohen
|
|
Name: Eric I Cohen
|
|
Title: Vice President
|
|
Address: 18340 N.E. 76th Street, P.O. Box 97030, Redmond, WA 98073
|
|
Legal Name: Genie Holdings, Inc.
|
|
Jurisdiction of Formation: Washington
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent
|
|
by
|
|
|
/s/William O'Daly
|
|
Name: William O’Daly
|
|
Title: Authorized Signatory
|
by
|
|
|
/s/Kelly Heimrich
|
|
Name: Kelly Heimrich
|
|
Title: Authorized Signatory
|
|
Three Months Ended
March 31, |
|
||||||
|
2017
|
|
2016
|
|
||||
Earnings:
|
|
|
|
|
||||
Income (loss) from continuing operations before income taxes
|
$
|
(88.6
|
)
|
|
$
|
(18.1
|
)
|
|
Adjustments:
|
|
|
|
|
||||
Undistributed (income) loss of less than 50% owned investments
|
1.1
|
|
|
0.4
|
|
|
||
Fixed charges
|
70.2
|
|
|
28.5
|
|
|
||
Earnings (loss)
|
$
|
(17.3
|
)
|
|
$
|
10.8
|
|
|
Fixed charges:
|
|
|
|
|
||||
Interest expense, including debt discount amortization
|
$
|
20.2
|
|
|
$
|
23.3
|
|
|
Amortization/writeoff of debt issuance costs
|
46.6
|
|
|
1.4
|
|
|
||
Portion of rental expense representative of interest factor (assumed to be 33%)
|
3.4
|
|
|
3.8
|
|
|
||
Fixed charges
|
$
|
70.2
|
|
|
$
|
28.5
|
|
|
Ratio of earnings to fixed charges
|
—
|
|
(1)
|
—
|
|
(1)
|
||
Amount of earnings deficiency for coverage of fixed charges
|
$
|
87.5
|
|
|
$
|
17.7
|
|
|
(1)
Less than 1.0x
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 quarterly report on Form 10-Q 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/ John L. Garrison, Jr.
|
|
John L. Garrison, Jr.
|
|
President and
|
|
Chief Executive Officer
|
|
|
|
May 3, 2017
|
|
/s/ John D. Sheehan
|
|
John D. Sheehan
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
|
|
|
May 3, 2017
|