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
55
.
|
•
|
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.
|
|
|
|
Financial Statements
|
||
|
|
|
|
TEREX CORPORATION AND SUBSIDIARIES
|
|
|
|
|
|
||
|
||
|
||
|
|
|
|
|
|
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|
|
PART I.
|
FINANCIAL INFORMATION
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
$
|
1,181.7
|
|
|
$
|
1,297.7
|
|
|
$
|
2,188.6
|
|
|
$
|
2,412.0
|
|
Cost of goods sold
|
(941.0
|
)
|
|
(1,055.6
|
)
|
|
(1,795.6
|
)
|
|
(1,988.2
|
)
|
||||
Gross profit
|
240.7
|
|
|
242.1
|
|
|
393.0
|
|
|
423.8
|
|
||||
Selling, general and administrative expenses
|
(164.8
|
)
|
|
(168.7
|
)
|
|
(323.4
|
)
|
|
(339.1
|
)
|
||||
Income (loss) from operations
|
75.9
|
|
|
73.4
|
|
|
69.6
|
|
|
84.7
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
1.5
|
|
|
1.1
|
|
|
3.3
|
|
|
2.3
|
|
||||
Interest expense
|
(15.1
|
)
|
|
(25.5
|
)
|
|
(36.5
|
)
|
|
(50.2
|
)
|
||||
Loss on early extinguishment of debt
|
(6.5
|
)
|
|
(0.4
|
)
|
|
(51.9
|
)
|
|
(0.4
|
)
|
||||
Other income (expense) – net
|
62.7
|
|
|
(6.1
|
)
|
|
45.4
|
|
|
(12.0
|
)
|
||||
Income (loss) from continuing operations before income taxes
|
118.5
|
|
|
42.5
|
|
|
29.9
|
|
|
24.4
|
|
||||
(Provision for) benefit from income taxes
|
(23.1
|
)
|
|
67.1
|
|
|
5.2
|
|
|
63.2
|
|
||||
Income (loss) from continuing operations
|
95.4
|
|
|
109.6
|
|
|
35.1
|
|
|
87.6
|
|
||||
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
(45.1
|
)
|
|
—
|
|
|
(97.5
|
)
|
||||
Gain (loss) on disposition of discontinued operations – net of tax
|
5.4
|
|
|
0.1
|
|
|
61.1
|
|
|
3.5
|
|
||||
Net income (loss)
|
100.8
|
|
|
64.6
|
|
|
96.2
|
|
|
(6.4
|
)
|
||||
Net loss (income) from discontinued operations attributable to noncontrolling interest
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.7
|
|
||||
Net income (loss) attributable to Terex Corporation
|
$
|
100.8
|
|
|
$
|
65.1
|
|
|
$
|
96.2
|
|
|
$
|
(5.7
|
)
|
Amounts attributable to Terex Corporation Common Stockholders:
|
|
|
|
|
|
|
|
|
|||||||
Income (loss) from continuing operations
|
$
|
95.4
|
|
|
$
|
109.6
|
|
|
$
|
35.1
|
|
|
$
|
87.6
|
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
(44.6
|
)
|
|
—
|
|
|
(96.8
|
)
|
||||
Gain (loss) on disposition of discontinued operations – net of tax
|
5.4
|
|
|
0.1
|
|
|
61.1
|
|
|
3.5
|
|
||||
Net income (loss) attributable to Terex Corporation
|
$
|
100.8
|
|
|
$
|
65.1
|
|
|
$
|
96.2
|
|
|
$
|
(5.7
|
)
|
Basic Earnings (Loss) per Share Attributable to Terex Corporation Common Stockholders:
|
|
|
|
|
|
|
|
|
|||||||
Income (loss) from continuing operations
|
$
|
0.99
|
|
|
$
|
1.01
|
|
|
$
|
0.35
|
|
|
$
|
0.81
|
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
(0.41
|
)
|
|
—
|
|
|
(0.89
|
)
|
||||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.06
|
|
|
—
|
|
|
0.61
|
|
|
0.03
|
|
||||
Net income (loss) attributable to Terex Corporation
|
$
|
1.05
|
|
|
$
|
0.60
|
|
|
$
|
0.96
|
|
|
$
|
(0.05
|
)
|
Diluted Earnings (Loss) per Share Attributable to Terex Corporation Common Stockholders:
|
|
|
|
|
|
|
|
|
|||||||
Income (loss) from continuing operations
|
$
|
0.98
|
|
|
$
|
1.00
|
|
|
$
|
0.34
|
|
|
$
|
0.80
|
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
(0.41
|
)
|
|
—
|
|
|
(0.88
|
)
|
||||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.06
|
|
|
—
|
|
|
0.60
|
|
|
0.03
|
|
||||
Net income (loss) attributable to Terex Corporation
|
$
|
1.04
|
|
|
$
|
0.59
|
|
|
$
|
0.94
|
|
|
$
|
(0.05
|
)
|
Weighted average number of shares outstanding in per share calculation
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
95.7
|
|
|
109.2
|
|
|
100.4
|
|
|
109.0
|
|
||||
Diluted
|
97.1
|
|
|
109.6
|
|
|
102.2
|
|
|
109.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income (loss)
|
$
|
158.5
|
|
|
$
|
(0.5
|
)
|
|
$
|
582.0
|
|
|
$
|
(13.1
|
)
|
Comprehensive loss (income) attributable to noncontrolling interest
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.9
|
|
||||
Comprehensive income (loss) attributable to Terex Corporation
|
$
|
158.5
|
|
|
$
|
0.3
|
|
|
$
|
582.0
|
|
|
$
|
(12.2
|
)
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.08
|
|
|
$
|
0.07
|
|
|
$
|
0.16
|
|
|
$
|
0.14
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
555.5
|
|
|
$
|
428.5
|
|
Trade receivables (net of allowance of $15.4 and $16.5 at June 30, 2017 and December 31, 2016, respectively)
|
726.6
|
|
|
512.5
|
|
||
Inventories
|
912.5
|
|
|
853.8
|
|
||
Prepaid and other current assets
|
201.0
|
|
|
172.8
|
|
||
Current assets held for sale
|
8.0
|
|
|
732.9
|
|
||
Total current assets
|
2,403.6
|
|
|
2,700.5
|
|
||
Non-current assets
|
|
|
|
|
|||
Property, plant and equipment – net
|
303.7
|
|
|
304.6
|
|
||
Goodwill
|
267.9
|
|
|
259.7
|
|
||
Intangible assets – net
|
17.6
|
|
|
18.4
|
|
||
Investment carried at fair value
|
218.0
|
|
|
—
|
|
||
Other assets
|
548.8
|
|
|
552.3
|
|
||
Non-current assets held for sale
|
0.4
|
|
|
1,171.3
|
|
||
Total assets
|
$
|
3,760.0
|
|
|
$
|
5,006.8
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
|
|
||
Notes payable and current portion of long-term debt
|
$
|
11.7
|
|
|
$
|
13.8
|
|
Trade accounts payable
|
563.2
|
|
|
522.7
|
|
||
Accrued compensation and benefits
|
128.3
|
|
|
125.1
|
|
||
Accrued warranties and product liability
|
58.8
|
|
|
61.2
|
|
||
Other current liabilities
|
255.2
|
|
|
230.4
|
|
||
Current liabilities held for sale
|
3.5
|
|
|
453.8
|
|
||
Total current liabilities
|
1,020.7
|
|
|
1,407.0
|
|
||
Non-current liabilities
|
|
|
|
|
|||
Long-term debt, less current portion
|
980.3
|
|
|
1,562.0
|
|
||
Retirement plans
|
158.3
|
|
|
153.8
|
|
||
Other non-current liabilities
|
59.4
|
|
|
50.7
|
|
||
Non-current liabilities held for sale
|
1.1
|
|
|
312.1
|
|
||
Total liabilities
|
2,219.8
|
|
|
3,485.6
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ equity
|
|
|
|
|
|
||
Common stock, $.01 par value – authorized 300.0 shares; issued 130.4 and 129.6 shares at June 30, 2017 and December 31, 2016, respectively
|
1.3
|
|
|
1.3
|
|
||
Additional paid-in capital
|
1,304.6
|
|
|
1,300.0
|
|
||
Retained earnings
|
1,977.6
|
|
|
1,897.9
|
|
||
Accumulated other comprehensive income (loss)
|
(293.6
|
)
|
|
(779.4
|
)
|
||
Less cost of shares of common stock in treasury – 40.5 and 24.6 shares at June 30, 2017 and December 31, 2016, respectively
|
(1,450.1
|
)
|
|
(935.1
|
)
|
||
Total Terex Corporation stockholders’ equity
|
1,539.8
|
|
|
1,484.7
|
|
||
Noncontrolling interest
|
0.4
|
|
|
36.5
|
|
||
Total stockholders’ equity
|
1,540.2
|
|
|
1,521.2
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,760.0
|
|
|
$
|
5,006.8
|
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
Operating Activities
|
|
|
|
||||
Net income (loss)
|
$
|
96.2
|
|
|
$
|
(6.4
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
31.3
|
|
|
57.7
|
|
||
(Gain) loss on disposition of discontinued operations
|
(61.1
|
)
|
|
(3.5
|
)
|
||
Deferred taxes
|
(14.9
|
)
|
|
(82.4
|
)
|
||
Asset impairments
|
—
|
|
|
59.7
|
|
||
(Gain) loss on sale of assets
|
(5.0
|
)
|
|
(0.2
|
)
|
||
Loss on early extinguishment of debt
|
15.4
|
|
|
0.4
|
|
||
Stock-based compensation expense
|
20.2
|
|
|
18.7
|
|
||
Other non-cash charges
|
19.1
|
|
|
39.9
|
|
||
Changes in operating assets and liabilities (net of effects of acquisitions and divestitures):
|
|
|
|
|
|
||
Trade receivables
|
(181.4
|
)
|
|
(123.0
|
)
|
||
Inventories
|
(8.3
|
)
|
|
(91.0
|
)
|
||
Trade accounts payable
|
18.1
|
|
|
(7.3
|
)
|
||
Income taxes payable / receivable
|
0.3
|
|
|
11.2
|
|
||
Other assets and liabilities
|
(70.3
|
)
|
|
157.9
|
|
||
Foreign exchange and other operating activities, net
|
(18.5
|
)
|
|
(38.1
|
)
|
||
Net cash provided by (used in) operating activities
|
(158.9
|
)
|
|
(6.4
|
)
|
||
Investing Activities
|
|
|
|
|
|
||
Capital expenditures
|
(17.6
|
)
|
|
(44.1
|
)
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(3.2
|
)
|
||
Proceeds (payments) from disposition of discontinued operations
|
768.0
|
|
|
3.5
|
|
||
Proceeds from sale of assets
|
578.7
|
|
|
—
|
|
||
Other investing activities, net
|
—
|
|
|
(0.1
|
)
|
||
Net cash provided by (used in) investing activities
|
1,329.1
|
|
|
(43.9
|
)
|
||
Financing Activities
|
|
|
|
|
|
||
Repayments of debt
|
(1,585.0
|
)
|
|
(681.5
|
)
|
||
Proceeds from issuance of debt
|
999.0
|
|
|
585.1
|
|
||
Share repurchases
|
(506.8
|
)
|
|
(1.0
|
)
|
||
Dividends paid
|
(15.7
|
)
|
|
(15.2
|
)
|
||
Other financing activities, net
|
(30.2
|
)
|
|
(10.0
|
)
|
||
Net cash provided by (used in) financing activities
|
(1,138.7
|
)
|
|
(122.6
|
)
|
||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
25.2
|
|
|
4.5
|
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
56.7
|
|
|
(168.4
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
501.9
|
|
|
466.5
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
558.6
|
|
|
$
|
298.1
|
|
|
Six Months Ended
|
||
|
June 30, 2017
|
||
Balance at beginning of period
|
$
|
59.8
|
|
Accruals for warranties issued during the period
|
28.1
|
|
|
Changes in estimates
|
0.4
|
|
|
Settlements during the period
|
(31.3
|
)
|
|
Foreign exchange effect/other
|
2.0
|
|
|
Balance at end of period
|
$
|
59.0
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net Sales
|
|
|
|
|
|
|
|
||||||||
AWP
|
$
|
593.0
|
|
|
$
|
593.7
|
|
|
$
|
1,065.4
|
|
|
$
|
1,114.4
|
|
Cranes
|
303.8
|
|
|
357.4
|
|
|
567.7
|
|
|
664.7
|
|
||||
MP
|
280.5
|
|
|
256.2
|
|
|
529.6
|
|
|
480.0
|
|
||||
Corporate and Other / Eliminations
|
4.4
|
|
|
90.4
|
|
|
25.9
|
|
|
152.9
|
|
||||
Total
|
$
|
1,181.7
|
|
|
$
|
1,297.7
|
|
|
$
|
2,188.6
|
|
|
$
|
2,412.0
|
|
Income (loss) from Operations
|
|
|
|
|
|
|
|
|
|||||||
AWP
|
$
|
60.8
|
|
|
$
|
72.5
|
|
|
$
|
82.5
|
|
|
$
|
110.6
|
|
Cranes
|
14.5
|
|
|
(12.8
|
)
|
|
(18.3
|
)
|
|
(29.4
|
)
|
||||
MP
|
35.4
|
|
|
28.6
|
|
|
60.9
|
|
|
44.4
|
|
||||
Corporate and Other / Eliminations
|
(34.8
|
)
|
|
(14.9
|
)
|
|
(55.5
|
)
|
|
(40.9
|
)
|
||||
Total
|
$
|
75.9
|
|
|
$
|
73.4
|
|
|
$
|
69.6
|
|
|
$
|
84.7
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Identifiable Assets
|
|
|
|
||||
AWP
(1)
|
$
|
1,395.1
|
|
|
$
|
1,659.8
|
|
Cranes
|
1,687.6
|
|
|
1,618.0
|
|
||
MP
|
1,215.3
|
|
|
1,104.9
|
|
||
Corporate and Other / Eliminations
(2)
|
(546.4
|
)
|
|
(1,280.1
|
)
|
||
Assets held for sale
|
8.4
|
|
|
1,904.2
|
|
||
Total
|
$
|
3,760.0
|
|
|
$
|
5,006.8
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
June 30,
|
|
June 30,
|
||||
|
2016
|
|
2016
|
||||
Net sales
|
$
|
322.1
|
|
|
$
|
634.7
|
|
Cost of sales
|
(242.1
|
)
|
|
(512.9
|
)
|
||
Selling, general and administrative expenses
|
(63.7
|
)
|
|
(158.5
|
)
|
||
Impairment of MHPS disposal group
|
(55.6
|
)
|
|
(55.6
|
)
|
||
Net interest (expense)
|
(0.2
|
)
|
|
(0.6
|
)
|
||
Other income (expense)
|
0.1
|
|
|
2.2
|
|
||
Income (loss) from discontinued operations before income taxes
|
(39.4
|
)
|
|
(90.7
|
)
|
||
(Provision for) benefit from income taxes
|
(5.7
|
)
|
|
(6.8
|
)
|
||
Income (loss) from discontinued operations – net of tax
|
(45.1
|
)
|
|
(97.5
|
)
|
||
Net loss (income) attributable to noncontrolling interest
|
0.5
|
|
|
0.7
|
|
||
Income (loss) from discontinued operations – net of tax attributable to Terex Corporation
|
$
|
(44.6
|
)
|
|
$
|
(96.8
|
)
|
|
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
|||||||||||||
|
Cranes
|
|
MHPS
|
Cranes
|
Construction
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
3.1
|
|
|
$
|
71.0
|
|
$
|
1.2
|
|
$
|
1.2
|
|
$
|
73.4
|
|
Trade receivables – net
|
2.6
|
|
|
243.5
|
|
3.1
|
|
24.4
|
|
271.0
|
|
|||||
Inventories
|
2.2
|
|
|
309.4
|
|
1.7
|
|
23.9
|
|
335.0
|
|
|||||
Prepaid and other current assets
|
0.1
|
|
|
49.9
|
|
0.5
|
|
3.1
|
|
53.5
|
|
|||||
Current assets held for sale
|
$
|
8.0
|
|
|
$
|
673.8
|
|
$
|
6.5
|
|
$
|
52.6
|
|
$
|
732.9
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment – net
|
$
|
0.6
|
|
|
$
|
294.2
|
|
$
|
0.8
|
|
$
|
3.2
|
|
$
|
298.2
|
|
Goodwill
|
—
|
|
|
573.7
|
|
—
|
|
—
|
|
573.7
|
|
|||||
Intangible assets
|
2.9
|
|
|
212.6
|
|
2.9
|
|
—
|
|
215.5
|
|
|||||
Impairment reserve
|
(3.1
|
)
|
|
—
|
|
(1.7
|
)
|
(3.5
|
)
|
(5.2
|
)
|
|||||
Other assets
|
—
|
|
|
86.4
|
|
1.1
|
|
1.6
|
|
89.1
|
|
|||||
Non-current assets held for sale
|
$
|
0.4
|
|
|
$
|
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
|
|
|
132.6
|
|
0.7
|
|
23.8
|
|
157.1
|
|
|||||
Accruals and other current liabilities
|
2.7
|
|
|
267.0
|
|
6.2
|
|
9.1
|
|
282.3
|
|
|||||
Current liabilities held for sale
|
$
|
3.5
|
|
|
$
|
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
|
|
|
235.3
|
|
0.7
|
|
0.9
|
|
236.9
|
|
|||||
Other non-current liabilities
|
0.4
|
|
|
71.7
|
|
0.4
|
|
0.7
|
|
72.8
|
|
|||||
Non-current liabilities held for sale
|
$
|
1.1
|
|
|
$
|
309.4
|
|
$
|
1.1
|
|
$
|
1.6
|
|
$
|
312.1
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Cash and cash equivalents:
|
|
|
|
||||
Cash and cash equivalents - continuing operations
|
$
|
555.5
|
|
|
$
|
428.5
|
|
Cash and cash equivalents - held for sale
|
3.1
|
|
|
73.4
|
|
||
Total cash and cash equivalents:
|
$
|
558.6
|
|
|
$
|
501.9
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
June 30,
|
|
June 30,
|
||||
|
2016
|
|
2016
|
||||
Non-cash operating items:
|
|
|
|
||||
Depreciation and amortization
|
$
|
9.1
|
|
|
$
|
22.4
|
|
Asset Impairments
|
$
|
55.6
|
|
|
$
|
55.6
|
|
Deferred taxes
|
$
|
4.4
|
|
|
$
|
4.3
|
|
Investing activities:
|
|
|
|
||||
Capital expenditures
|
$
|
4.7
|
|
|
$
|
8.5
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
MHPS
|
Atlas
|
Total
|
|
Total
|
|
MHPS
|
Atlas
|
Total
|
|
Total
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Gain (loss) on disposition of discontinued operations
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
79.5
|
|
$
|
3.5
|
|
$
|
83.0
|
|
|
$
|
4.6
|
|
(Provision for) benefit from income taxes
|
5.4
|
|
—
|
|
5.4
|
|
|
—
|
|
|
(21.4
|
)
|
(0.5
|
)
|
(21.9
|
)
|
|
(1.1
|
)
|
||||||||
Gain (loss) on disposition of discontinued operations – net of tax
|
$
|
5.4
|
|
$
|
—
|
|
$
|
5.4
|
|
|
$
|
0.1
|
|
|
$
|
58.1
|
|
$
|
3.0
|
|
$
|
61.1
|
|
|
$
|
3.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions, except per share data)
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income (loss) from continuing operations attributable to Terex Corporation Common Stockholders
|
$
|
95.4
|
|
|
$
|
109.6
|
|
|
$
|
35.1
|
|
|
$
|
87.6
|
|
Income (loss) from discontinued operations–net of tax
|
—
|
|
|
(44.6
|
)
|
|
—
|
|
|
(96.8
|
)
|
||||
Gain (loss) on disposition of discontinued operations–net of tax
|
5.4
|
|
|
0.1
|
|
|
61.1
|
|
|
3.5
|
|
||||
Net income (loss) attributable to Terex Corporation
|
$
|
100.8
|
|
|
$
|
65.1
|
|
|
$
|
96.2
|
|
|
$
|
(5.7
|
)
|
Basic shares:
|
|
|
|
|
|
|
|
|
|||||||
Weighted average shares outstanding
|
95.7
|
|
|
109.2
|
|
|
100.4
|
|
|
109.0
|
|
||||
Earnings (loss) per share – basic:
|
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.99
|
|
|
$
|
1.01
|
|
|
$
|
0.35
|
|
|
$
|
0.81
|
|
Income (loss) from discontinued operations–net of tax
|
—
|
|
|
(0.41
|
)
|
|
—
|
|
|
(0.89
|
)
|
||||
Gain (loss) on disposition of discontinued operations–net of tax
|
0.06
|
|
|
—
|
|
|
0.61
|
|
|
0.03
|
|
||||
Net income (loss) attributable to Terex Corporation
|
$
|
1.05
|
|
|
$
|
0.60
|
|
|
$
|
0.96
|
|
|
$
|
(0.05
|
)
|
Diluted shares:
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding - basic
|
95.7
|
|
|
109.2
|
|
|
100.4
|
|
|
109.0
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
||||||
Stock options and restricted stock awards
|
1.4
|
|
|
0.4
|
|
|
1.8
|
|
|
0.6
|
|
||||
Diluted weighted average shares outstanding
|
97.1
|
|
|
109.6
|
|
|
102.2
|
|
|
109.6
|
|
||||
Earnings (loss) per share – diluted:
|
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.98
|
|
|
$
|
1.00
|
|
|
$
|
0.34
|
|
|
$
|
0.80
|
|
Income (loss) from discontinued operations–net of tax
|
—
|
|
|
(0.41
|
)
|
|
—
|
|
|
(0.88
|
)
|
||||
Gain (loss) on disposition of discontinued operations–net of tax
|
0.06
|
|
|
—
|
|
|
0.60
|
|
|
0.03
|
|
||||
Net income (loss) attributable to Terex Corporation
|
$
|
1.04
|
|
|
$
|
0.59
|
|
|
$
|
0.94
|
|
|
$
|
(0.05
|
)
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Commercial loans
|
$
|
216.0
|
|
|
$
|
226.4
|
|
Sales-type leases
|
16.3
|
|
|
16.4
|
|
||
Total finance receivables, gross
|
232.3
|
|
|
242.8
|
|
||
Allowance for credit losses
|
(6.3
|
)
|
|
(6.3
|
)
|
||
Total finance receivables, net
|
$
|
226.0
|
|
|
$
|
236.5
|
|
|
|
Three Months Ended
June 30, 2017 |
|
Three Months Ended
June 30, 2016 |
||||||||||||||||||||
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
||||||||||||
Balance, beginning of period
|
|
$
|
5.6
|
|
|
$
|
0.4
|
|
|
$
|
6.0
|
|
|
$
|
6.4
|
|
|
$
|
1.1
|
|
|
$
|
7.5
|
|
Provision for credit losses
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
0.5
|
|
|
(0.6
|
)
|
|
(0.1
|
)
|
||||||
Charge offs
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recoveries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance, end of period
|
|
$
|
5.9
|
|
|
$
|
0.4
|
|
|
$
|
6.3
|
|
|
$
|
6.9
|
|
|
$
|
0.5
|
|
|
$
|
7.4
|
|
|
|
Six Months Ended
June 30, 2017 |
|
Six Months Ended
June 30, 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
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.4
|
|
|
(0.3
|
)
|
|
0.1
|
|
||||||
Charge offs
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recoveries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance, end of period
|
|
$
|
5.9
|
|
|
$
|
0.4
|
|
|
$
|
6.3
|
|
|
$
|
6.9
|
|
|
$
|
0.5
|
|
|
$
|
7.4
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
||||||||||||
Recorded investment
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Related allowance
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||||
Average recorded investment
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|
1.7
|
|
|
0.9
|
|
|
2.6
|
|
|
|
June 30, 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
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Collectively evaluated for impairment
|
|
4.3
|
|
|
0.4
|
|
|
4.7
|
|
|
4.3
|
|
|
0.4
|
|
|
4.7
|
|
||||||
Total allowance for credit losses
|
|
$
|
5.9
|
|
|
$
|
0.4
|
|
|
$
|
6.3
|
|
|
$
|
5.9
|
|
|
$
|
0.4
|
|
|
$
|
6.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Finance receivables, ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Collectively evaluated for impairment
|
|
213.1
|
|
|
16.3
|
|
|
229.4
|
|
|
224.8
|
|
|
16.4
|
|
|
241.2
|
|
||||||
Total finance receivables
|
|
$
|
216.0
|
|
|
$
|
16.3
|
|
|
$
|
232.3
|
|
|
$
|
226.4
|
|
|
$
|
16.4
|
|
|
$
|
242.8
|
|
|
June 30, 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
|
$
|
210.4
|
|
|
$
|
1.4
|
|
|
$
|
0.1
|
|
|
$
|
4.1
|
|
|
$
|
5.6
|
|
|
$
|
216.0
|
|
Sales-type leases
|
15.8
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
|
16.3
|
|
||||||
Total finance receivables
|
$
|
226.2
|
|
|
$
|
1.4
|
|
|
$
|
0.1
|
|
|
$
|
4.6
|
|
|
$
|
6.1
|
|
|
$
|
232.3
|
|
|
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
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Superior
|
|
$
|
7.8
|
|
|
$
|
9.6
|
|
Above Average
|
|
55.0
|
|
|
64.7
|
|
||
Average
|
|
96.3
|
|
|
111.3
|
|
||
Below Average
|
|
68.6
|
|
|
53.0
|
|
||
Sub Standard
|
|
4.6
|
|
|
4.2
|
|
||
Total
|
|
$
|
232.3
|
|
|
$
|
242.8
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Finished equipment
|
$
|
349.0
|
|
|
$
|
334.7
|
|
Replacement parts
|
153.9
|
|
|
144.9
|
|
||
Work-in-process
|
189.9
|
|
|
175.4
|
|
||
Raw materials and supplies
|
219.7
|
|
|
198.8
|
|
||
Inventories
|
$
|
912.5
|
|
|
$
|
853.8
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Property
|
$
|
41.1
|
|
|
$
|
36.4
|
|
Plant
|
151.4
|
|
|
144.3
|
|
||
Equipment
|
467.5
|
|
|
456.1
|
|
||
Property, plant and equipment – gross
|
660.0
|
|
|
636.8
|
|
||
Less: Accumulated depreciation
|
(356.3
|
)
|
|
(332.2
|
)
|
||
Property, plant and equipment – net
|
$
|
303.7
|
|
|
$
|
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
|
1.6
|
|
|
—
|
|
|
6.6
|
|
|
8.2
|
|
||||
Balance at June 30, 2017, gross
|
139.3
|
|
|
179.3
|
|
|
190.4
|
|
|
509.0
|
|
||||
Accumulated impairment
|
(38.6
|
)
|
|
(179.3
|
)
|
|
(23.2
|
)
|
|
(241.1
|
)
|
||||
Balance at June 30, 2017, net
|
$
|
100.7
|
|
|
$
|
—
|
|
|
$
|
167.2
|
|
|
$
|
267.9
|
|
|
|
|
June 30, 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
|
|
$
|
18.0
|
|
|
$
|
(16.8
|
)
|
|
$
|
1.2
|
|
|
$
|
17.0
|
|
|
$
|
(15.7
|
)
|
|
$
|
1.3
|
|
Customer Relationships
|
20
|
|
33.5
|
|
|
(26.6
|
)
|
|
6.9
|
|
|
33.1
|
|
|
(25.2
|
)
|
|
7.9
|
|
||||||
Land Use Rights
|
68
|
|
8.2
|
|
|
(1.0
|
)
|
|
7.2
|
|
|
7.9
|
|
|
(0.9
|
)
|
|
7.0
|
|
||||||
Other
|
8
|
|
26.4
|
|
|
(24.1
|
)
|
|
2.3
|
|
|
25.8
|
|
|
(23.6
|
)
|
|
2.2
|
|
||||||
Total definite-lived intangible assets
|
|
|
$
|
86.1
|
|
|
$
|
(68.5
|
)
|
|
$
|
17.6
|
|
|
$
|
83.8
|
|
|
$
|
(65.4
|
)
|
|
$
|
18.4
|
|
2017
|
$
|
2.0
|
|
2018
|
$
|
1.8
|
|
2019
|
$
|
1.7
|
|
2020
|
$
|
1.7
|
|
2021
|
$
|
1.6
|
|
Asset Derivatives
|
Balance Sheet Account
|
June 30,
2017 |
|
December 31,
2016 |
||||
Foreign exchange contracts
|
Other current assets
|
$
|
5.3
|
|
|
$
|
4.2
|
|
Total asset derivatives
|
|
$
|
5.3
|
|
|
$
|
4.2
|
|
Liability Derivatives
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
Other current liabilities
|
$
|
(1.3
|
)
|
|
$
|
(6.8
|
)
|
Cross currency swap
|
Other non-current liabilities
|
(0.7
|
)
|
|
—
|
|
||
Total liability derivatives
|
|
(2.0
|
)
|
|
(6.8
|
)
|
||
Total Derivatives
|
|
$
|
3.3
|
|
|
$
|
(2.6
|
)
|
Asset Derivatives
|
Balance Sheet Account
|
June 30,
2017 |
|
December 31,
2016 |
||||
Foreign exchange contracts
|
Other current assets
|
$
|
0.1
|
|
|
$
|
2.6
|
|
Debt conversion feature
|
Other assets
|
0.9
|
|
|
1.1
|
|
||
Total asset derivatives
|
|
1.0
|
|
|
3.7
|
|
||
Liability Derivatives
|
|
|
|
|
|
|
||
Foreign exchange contracts
|
Other current liabilities
|
(0.9
|
)
|
|
(1.2
|
)
|
||
Total liability derivatives
|
|
(0.9
|
)
|
|
(1.2
|
)
|
||
Total Derivatives
|
|
$
|
0.1
|
|
|
$
|
2.5
|
|
Gain (Loss) Recognized on Derivatives in AOCI, net of tax:
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|||||||||||||
Cash Flow Derivatives
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign exchange contracts
|
|
$
|
4.4
|
|
|
$
|
(1.5
|
)
|
|
$
|
5.5
|
|
|
$
|
(4.6
|
)
|
Interest rate swap
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
(0.2
|
)
|
||||
Total
|
|
$
|
4.4
|
|
|
$
|
(1.2
|
)
|
|
$
|
5.5
|
|
|
$
|
(4.8
|
)
|
Gain (Loss) Reclassified from AOCI into Income (Effective):
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|||||||||||||
Account
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of goods sold
|
|
$
|
(0.8
|
)
|
|
$
|
—
|
|
|
$
|
(2.8
|
)
|
|
$
|
1.3
|
|
Other income (expense) – net
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|||||
Total
|
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
|
$
|
(3.5
|
)
|
|
$
|
1.3
|
|
Gain (Loss) Recognized on Derivatives (Ineffective) in Income :
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|||||||||||||
Account
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of goods sold
|
|
$
|
0.4
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
$
|
0.9
|
|
Other income (expense) – net
|
|
(0.3
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
||||
Total
|
|
$
|
0.1
|
|
|
$
|
0.9
|
|
|
$
|
0.7
|
|
|
$
|
0.9
|
|
Gain (Loss) Recognized in Income on Derivatives not designated as hedges:
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
Account
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Other income (expense) – net
|
$
|
(1.5
|
)
|
|
$
|
(7.5
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
(9.8
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Balance at beginning of period
|
$
|
(1.3
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(2.4
|
)
|
|
$
|
2.3
|
|
Additional gains (losses) – net
|
3.4
|
|
|
(1.1
|
)
|
|
2.8
|
|
|
(3.5
|
)
|
||||
Amounts reclassified to earnings
|
1.0
|
|
|
(0.1
|
)
|
|
2.7
|
|
|
(1.3
|
)
|
||||
Balance at end of period
|
$
|
3.1
|
|
|
$
|
(2.5
|
)
|
|
$
|
3.1
|
|
|
$
|
(2.5
|
)
|
|
Amount incurred
during the
six months ended
June 30, 2017
|
|
Cumulative amount
incurred through
June 30, 2017
|
|
Total amount expected to be incurred
|
||||||
AWP
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.4
|
|
Cranes
|
0.6
|
|
|
77.6
|
|
|
79.5
|
|
|||
MP
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Corp & Other
|
(0.3
|
)
|
|
2.6
|
|
|
2.8
|
|
|||
Total
|
$
|
0.4
|
|
|
$
|
80.6
|
|
|
$
|
82.8
|
|
|
Employee
Termination Costs
|
|
Facility
Exit Costs
|
|
Asset Disposal and Other Costs
|
|
Total
|
||||||||
Amount incurred during the six months ended June 30, 2017
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
Cumulative amount incurred through June 30, 2017
|
$
|
60.8
|
|
|
$
|
2.1
|
|
|
$
|
17.7
|
|
|
$
|
80.6
|
|
Total amount expected to be incurred
|
$
|
62.2
|
|
|
$
|
2.4
|
|
|
$
|
18.2
|
|
|
$
|
82.8
|
|
|
Employee
Termination Costs
|
|
Total
|
||||
Restructuring reserve at December 31, 2016
|
$
|
56.8
|
|
|
$
|
56.8
|
|
Restructuring reserve increase (decrease)
|
(0.3
|
)
|
|
(0.3
|
)
|
||
Cash expenditures
|
(8.9
|
)
|
|
(8.9
|
)
|
||
Foreign exchange
|
4.3
|
|
|
4.3
|
|
||
Restructuring reserve at June 30, 2017
|
$
|
51.9
|
|
|
$
|
51.9
|
|
|
Book Value
|
|
Quote
|
|
FV
|
||||||
5-5/8% Notes
|
$
|
600.0
|
|
|
$
|
1.02500
|
|
|
$
|
615
|
|
2017 Credit Agreement Term Loan (net of discount)
|
$
|
396.9
|
|
|
$
|
1.00125
|
|
|
$
|
397
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||||||||||||
|
U.S. Pension
|
|
Non-U.S. Pension
|
|
Other
|
|
U.S. Pension
|
|
Non-U.S. Pension
|
|
Other
|
|
U.S. Pension
|
|
Non-U.S. Pension
|
|
Other
|
|
U.S. Pension
|
|
Non-U.S. Pension
|
|
Other
|
||||||||||||||||||||||||
Components of net periodic cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Service cost
|
$
|
0.1
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
Interest cost
|
1.5
|
|
|
1.3
|
|
|
0.1
|
|
|
1.7
|
|
|
1.6
|
|
|
—
|
|
|
3.2
|
|
|
2.5
|
|
|
0.1
|
|
|
3.5
|
|
|
3.3
|
|
|
0.1
|
|
||||||||||||
Expected return on plan assets
|
(1.9
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
(2.0
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
(3.9
|
)
|
|
(2.4
|
)
|
|
—
|
|
|
(4.1
|
)
|
|
(3.2
|
)
|
|
—
|
|
||||||||||||
Amortization of actuarial loss
|
1.2
|
|
|
0.8
|
|
|
—
|
|
|
1.1
|
|
|
0.7
|
|
|
—
|
|
|
2.3
|
|
|
1.6
|
|
|
—
|
|
|
2.1
|
|
|
1.3
|
|
|
—
|
|
||||||||||||
Net periodic cost
|
$
|
0.9
|
|
|
$
|
1.6
|
|
|
$
|
0.1
|
|
|
$
|
1.1
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
3.1
|
|
|
$
|
0.1
|
|
|
$
|
2.1
|
|
|
$
|
2.8
|
|
|
$
|
0.1
|
|
|
|
Three Months Ended
June 30, 2017 |
|
Three Months Ended
June 30, 2016 |
||||||||||||||||||||||||||||
|
CTA
|
Deriv. Hedging Adj.
|
Debt & Equity Securities Adj.
|
Pension Liability Adj.
|
Total
|
|
CTA
|
Deriv. Hedging Adj.
|
Debt & Equity Securities Adj.
|
Pension Liability Adj.
|
Total
|
||||||||||||||||||||
Beginning balance
|
$
|
(244.3
|
)
|
$
|
(1.3
|
)
|
$
|
0.7
|
|
$
|
(106.4
|
)
|
$
|
(351.3
|
)
|
|
$
|
(430.8
|
)
|
$
|
(1.3
|
)
|
$
|
(6.7
|
)
|
$
|
(152.4
|
)
|
$
|
(591.2
|
)
|
Other comprehensive income (loss) before reclassifications
|
49.1
|
|
3.4
|
|
0.6
|
|
(2.7
|
)
|
50.4
|
|
|
(72.4
|
)
|
(1.1
|
)
|
2.7
|
|
4.4
|
|
(66.4
|
)
|
||||||||||
Amounts reclassified from AOCI
|
4.9
|
|
1.0
|
|
—
|
|
1.4
|
|
7.3
|
|
|
—
|
|
(0.1
|
)
|
—
|
|
1.4
|
|
1.3
|
|
||||||||||
Net other comprehensive Income (Loss)
|
54.0
|
|
4.4
|
|
0.6
|
|
(1.3
|
)
|
57.7
|
|
|
(72.4
|
)
|
(1.2
|
)
|
2.7
|
|
5.8
|
|
(65.1
|
)
|
||||||||||
Ending balance
|
$
|
(190.3
|
)
|
$
|
3.1
|
|
$
|
1.3
|
|
$
|
(107.7
|
)
|
$
|
(293.6
|
)
|
|
$
|
(503.2
|
)
|
$
|
(2.5
|
)
|
$
|
(4.0
|
)
|
$
|
(146.6
|
)
|
$
|
(656.3
|
)
|
|
Six Months Ended
June 30, 2017 |
|
Six Months Ended
June 30, 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
|
68.0
|
|
2.8
|
|
0.6
|
|
(3.5
|
)
|
67.9
|
|
|
(10.5
|
)
|
(3.5
|
)
|
2.3
|
|
3.0
|
|
(8.7
|
)
|
||||||||||
Amounts reclassified from AOCI
|
357.0
|
|
2.7
|
|
0.1
|
|
58.1
|
|
417.9
|
|
|
—
|
|
(1.3
|
)
|
—
|
|
3.3
|
|
2.0
|
|
||||||||||
Net Other Comprehensive Income (Loss)
|
425.0
|
|
5.5
|
|
0.7
|
|
54.6
|
|
485.8
|
|
|
(10.5
|
)
|
(4.8
|
)
|
2.3
|
|
6.3
|
|
(6.7
|
)
|
||||||||||
Ending balance
|
$
|
(190.3
|
)
|
$
|
3.1
|
|
$
|
1.3
|
|
$
|
(107.7
|
)
|
$
|
(293.6
|
)
|
|
$
|
(503.2
|
)
|
$
|
(2.5
|
)
|
$
|
(4.0
|
)
|
$
|
(146.6
|
)
|
$
|
(656.3
|
)
|
|
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
|
June 30, 2017 ROIC
|
2.4
|
%
|
|
NOPAT as adjusted (last 4 quarters)
|
$
|
56.6
|
|
Average Debt less Cash and cash equivalents plus Total Terex Corporation stockholders’ equity as adjusted (5 quarters)
|
$
|
2,367.4
|
|
|
Three months ended 6/30/17
|
Three months ended 3/31/17
|
Three months ended 12/31/16
|
Three months ended 9/30/16
|
|
||||||||||
Reconciliation of income (loss) from operations:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from operations
|
$
|
75.9
|
|
$
|
(6.3
|
)
|
$
|
(272.1
|
)
|
$
|
39.6
|
|
|
||
Income (loss) from discontinued operations
|
—
|
|
—
|
|
50.8
|
|
79.5
|
|
|
||||||
Pretax gain on sale of MHPS
|
—
|
|
79.5
|
|
—
|
|
—
|
|
|
||||||
Konecranes dividend income
|
—
|
|
13.5
|
|
—
|
|
—
|
|
|
||||||
Gain (loss) on sale of Konecranes stock
|
7.6
|
|
(13.2
|
)
|
—
|
|
—
|
|
|
||||||
(Income) loss from operations for TFS
|
(3.0
|
)
|
(2.4
|
)
|
(6.7
|
)
|
(0.2
|
)
|
|
||||||
Income (loss) from operations as adjusted
|
$
|
80.5
|
|
$
|
71.1
|
|
$
|
(228.0
|
)
|
$
|
118.9
|
|
|
||
|
|
|
|
|
|
||||||||||
|
As of 6/30/17
|
As of 3/31/17
|
As of 12/31/16
|
As of 9/30/16
|
As of 6/30/16
|
||||||||||
Reconciliation of Cash and cash equivalents:
|
|
|
|
|
|
||||||||||
Cash and cash equivalents from continuing operations
|
$
|
555.5
|
|
$
|
813.9
|
|
$
|
428.5
|
|
$
|
248.8
|
|
$
|
200.8
|
|
Cash and cash equivalents in assets held for sale
|
3.1
|
|
2.5
|
|
73.4
|
|
94.9
|
|
97.3
|
|
|||||
Cash and cash equivalents as adjusted
|
$
|
558.6
|
|
$
|
816.4
|
|
$
|
501.9
|
|
$
|
343.7
|
|
$
|
298.1
|
|
|
|
|
|
|
|
||||||||||
Reconciliation of Debt:
|
|
|
|
|
|
||||||||||
Debt from continuing operations
|
$
|
992.0
|
|
$
|
1,242.8
|
|
$
|
1,575.8
|
|
$
|
1,663.5
|
|
$
|
1,686.3
|
|
Debt included in liabilities held for sale
|
—
|
|
—
|
|
16.8
|
|
24.5
|
|
22.7
|
|
|||||
Debt as adjusted
|
$
|
992.0
|
|
$
|
1,242.8
|
|
$
|
1,592.6
|
|
$
|
1,688.0
|
|
$
|
1,709.0
|
|
|
|
|
|
|
|
||||||||||
Reconciliation of Terex Corporation stockholders’ equity:
|
|
|
|
|
|
||||||||||
Terex Corporation stockholders’ equity as reported
|
$
|
1,539.8
|
|
$
|
1,695.3
|
|
$
|
1,484.7
|
|
$
|
1,877.7
|
|
$
|
1,856.1
|
|
TFS Assets
|
(228.7
|
)
|
(236.4
|
)
|
(238.5
|
)
|
(289.6
|
)
|
(328.9
|
)
|
|||||
Terex Corporation stockholders’ equity as adjusted
|
$
|
1,311.1
|
|
$
|
1,458.9
|
|
$
|
1,246.2
|
|
$
|
1,588.1
|
|
$
|
1,527.2
|
|
|
Three Months Ended June 30,
|
|
|
|||||||||||||
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In
Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
1,181.7
|
|
|
—
|
|
|
$
|
1,297.7
|
|
|
—
|
|
|
(8.9
|
)%
|
Gross profit
|
$
|
240.7
|
|
|
20.4
|
%
|
|
$
|
242.1
|
|
|
18.7
|
%
|
|
(0.6
|
)%
|
SG&A
|
$
|
164.8
|
|
|
13.9
|
%
|
|
$
|
168.7
|
|
|
13.0
|
%
|
|
(2.3
|
)%
|
Income (loss) from operations
|
$
|
75.9
|
|
|
6.4
|
%
|
|
$
|
73.4
|
|
|
5.7
|
%
|
|
3.4
|
%
|
|
Three Months Ended June 30,
|
|
|
|||||||||||||
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In
Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
593.0
|
|
|
—
|
|
|
$
|
593.7
|
|
|
—
|
|
|
(0.1
|
)%
|
Income from operations
|
$
|
60.8
|
|
|
10.3
|
%
|
|
$
|
72.5
|
|
|
12.2
|
%
|
|
(16.1
|
)%
|
|
Three Months Ended June 30,
|
|
|
|||||||||||||
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In
Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
303.8
|
|
|
—
|
|
|
$
|
357.4
|
|
|
—
|
|
|
(15.0
|
)%
|
Income (loss) from operations
|
$
|
14.5
|
|
|
4.8
|
%
|
|
$
|
(12.8
|
)
|
|
(3.6
|
)%
|
|
213.3
|
%
|
|
Three Months Ended June 30,
|
|
|
|||||||||||||
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In
Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
280.5
|
|
|
—
|
|
|
$
|
256.2
|
|
|
—
|
|
|
9.5
|
%
|
Income from operations
|
$
|
35.4
|
|
|
12.6
|
%
|
|
$
|
28.6
|
|
|
11.2
|
%
|
|
23.8
|
%
|
|
Six Months Ended June 30,
|
|
|
|||||||||||||
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In
Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
2,188.6
|
|
|
—
|
|
|
$
|
2,412.0
|
|
|
—
|
|
|
(9.3
|
)%
|
Gross profit
|
$
|
393.0
|
|
|
18.0
|
%
|
|
$
|
423.8
|
|
|
17.6
|
%
|
|
(7.3
|
)%
|
SG&A
|
$
|
323.4
|
|
|
14.8
|
%
|
|
$
|
339.1
|
|
|
14.1
|
%
|
|
(4.6
|
)%
|
Income (loss) from operations
|
$
|
69.6
|
|
|
3.2
|
%
|
|
$
|
84.7
|
|
|
3.5
|
%
|
|
(17.8
|
)%
|
|
Six Months Ended June 30,
|
|
|
|||||||||||||
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In
Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
1,065.4
|
|
|
—
|
|
|
$
|
1,114.4
|
|
|
—
|
|
|
(4.4
|
)%
|
Income from operations
|
$
|
82.5
|
|
|
7.7
|
%
|
|
$
|
110.6
|
|
|
9.9
|
%
|
|
(25.4
|
)%
|
|
Six Months Ended June 30,
|
|
|
|||||||||||||
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In
Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
567.7
|
|
|
—
|
|
|
$
|
664.7
|
|
|
—
|
|
|
(14.6
|
)%
|
Loss from operations
|
$
|
(18.3
|
)
|
|
(3.2
|
)%
|
|
$
|
(29.4
|
)
|
|
(4.4
|
)%
|
|
37.8
|
%
|
|
Six Months Ended June 30,
|
|
|
|||||||||||||
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In
Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
529.6
|
|
|
—
|
|
|
$
|
480.0
|
|
|
—
|
|
|
10.3
|
%
|
Income from operations
|
$
|
60.9
|
|
|
11.5
|
%
|
|
$
|
44.4
|
|
|
9.3
|
%
|
|
37.2
|
%
|
|
|
Three Months Ended
6/30/2017 |
|
Six Months Ended
6/30/2017 |
||||
Net cash provided by (used in) operating activities
|
|
$
|
37.2
|
|
|
$
|
(158.9
|
)
|
Increase (decrease) in TFS assets
|
|
(7.7
|
)
|
|
(9.8
|
)
|
||
Capital expenditures
|
|
(7.0
|
)
|
|
(17.6
|
)
|
||
Free cash flow
|
|
$
|
22.5
|
|
|
$
|
(186.3
|
)
|
•
|
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
6/30/2017 |
||
Net Sales
|
$
|
1,181.7
|
|
x
|
4
|
|
|
Trailing Three Month Annualized Net Sales
|
$
|
4,726.8
|
|
|
As of 6/30/17
|
||
Inventories
|
$
|
912.5
|
|
Trade Receivables
|
726.6
|
|
|
Trade Accounts Payable
|
(563.2
|
)
|
|
Customer Advances
|
(35.7
|
)
|
|
Total Working Capital
|
$
|
1,040.2
|
|
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
June 30, 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)
|
April 1, 2017 - April 30, 2017
|
|
2,916,045
|
|
$32.75
|
|
2,916,045
|
|
$122,251
|
May 1, 2017 - May 31, 2017
|
|
4,006,500
|
|
$33.14
|
|
4,006,500
|
|
$269,471
|
June 1, 2017 - June 30, 2017
|
|
2,493,254 (2)
|
|
$35.27
|
|
2,477,427
|
|
$182,124
|
Total
|
|
9,415,799
|
|
$33.58
|
|
9,399,972
|
|
$182,124
|
(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. In May 2017, our Board of Directors authorized and the Company publicly announced the repurchase of up to an additional $280 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:
|
August 2, 2017
|
/s/ John D. Sheehan
|
|
|
John D. Sheehan
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date:
|
August 2, 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 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated May 11, 2017 and filed with the Commission on May 15, 2017). ***
|
|
|
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.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document. *
|
|
|
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.
|
|
|
1.
|
Defined Terms
. The definitions of capitalized terms used in this Agreement are provided in Section 18 hereof.
|
2.
|
Term of Agreement
.
|
2.1.
|
(a) This Agreement shall be for an initial term of one year commencing on the date hereof. This Agreement shall automatically renew for an additional term of one year commencing on the first anniversary of the date hereof and for succeeding additional terms each of one year on each succeeding anniversary thereof until and unless either party sends written notice of non-renewal to the other party at least six months prior to a renewal date; provided, however, that if a Change in Control shall occur during the initial or renewed term of this Agreement, then this Agreement shall remain in effect until the third anniversary of the date of the Change in Control.
|
3.
|
Section 409A
.
|
3.1.
|
Notwithstanding anything to the contrary contained herein, in the event that the Executive is deemed to be a Key Employee, distribution of any amounts that constitute “deferred compensation” payable to a Key Employee on account of
termination of employment
,
shall not be made before six months after the Date of Termination or the Key Employee’s death, if earlier (the “Six Month Limitation”). At the end of such six-month period, payments that would have been made but for the Six Month Limitation shall be paid in a lump sum, without interest, on the first day of the seventh month following the Key Employee’s Date of Termination. Notwithstanding the Six Month Limitation, if any amounts of “deferred compensation” payable to a Key Employee due to his “separation from service” constitute “separation pay only upon an involuntary separation from service” within the meaning of Section 409A of the Code (“Separation Pay”), then all or a portion of such Separation Pay, up to two times the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the
termination of employment occurs, whether paid under this Agreement or otherwise, may be paid to the Key Employee during the six-month period following the Date of Termination. To the extent that any payments of Separation Pay above the Six Month Limitation constitute insurance premiums (other than medical)
or similar payments
or Other Benefits, the Key Employee shall pay such amounts during such six month period and the Company shall
|
3.2.
|
The parties hereto intend that this Agreement shall be in compliance with Section 409A of the Code and this Agreement shall be interpreted consistent therewith. Notwithstanding the foregoing, the Company shall not be liable for any taxes, penalties, interest or other costs that may arise under Section 409A or otherwise.
|
3.3.
|
In the event that payments are made under Sections 4 and 5 of this Agreement and such payments would not satisfy the requirements under Section 409A (a)(2)(A)(v) of the Code, then all payments made under Sections 4 and 5 of this Agreement shall be treated as payments made as a result of a separation from service within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code each payment shall be treated as a separate payment.
|
4.
|
Change in Control
. If the Executive's employment shall be terminated within six (6) months of a Change in Control in anticipation of such Change in Control or within twenty-four (24) months following a Change in Control, unless such termination is (i) by the Company for Cause, (ii) by reason of the Executive’s death or Permanent Disability, or (iii) by the Executive without Good Reason, the Company shall pay to the Executive an amount equal to the sum of (a) the Executive’s annual salary in effect at the time written notice of termination is given; (b) the Executive’s last paid annual bonus for a calendar year preceding the calendar year in which the Date of Termination occurs, provided that if the Executive has been employed by the Company for less than one year on the Date of Termination and has not yet received a bonus for the prior calendar year, then the Executive will be entitled to $300,000; and (c) the product of (i) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (ii) the annual bonus for the calendar year preceding the Date of Termination that has most recently been paid to the Executive (the sum of the amounts described in clauses (a), (b) and (c) shall be hereinafter referred to as the “
Severance
”). Subject to the Six Month Limitation, the Company shall pay to the Executive any Severance in a cash lump sum payment simultaneously with the termination of the Executive’s employment following any Change in Control. In addition, simultaneously with the termination of the Executive’s employment following any Change in Control, (x) all unvested stock options, stock grants and other long-term awards previously awarded to the Executive shall immediately and unconditionally vest and the Executive shall have the right to exercise any stock options held by him in accordance with their terms but to the extent any option would expire by its terms within six (6) months following the Date of Termination, then the Executive may exercise said option until the earliest of (i) six (6) months following the Date of Termination, (ii) ten (10) years following the date of grant or (iii) the end of the original term of the option grant had the Executive continued employment with the Company; and (y) any accrued and unpaid vacation pay through the Date of Termination shall be paid in a lump sum within 30 days following the Date of Termination. The Executive shall be entitled to continuing coverage by the Company under the life, disability, accident and health insurance programs for employees (and their spouses and dependents) of the Company generally and under any supplemental programs covering executives of the Company, as from time to time in effect, for the twelve
|
5.
|
Termination without Cause or For Good Reason
. In the event the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason, at any time, and, provided no Change in Control shall have occurred, the Company shall pay the Executive, in cash, aggregate severance payments equal to (a) his then base salary for up to twelve (12) months from the Date of Termination and (b) the product of (i) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (ii) the annual bonus for the calendar year preceding the Date of Termination that has most recently been paid to the Executive. The Company shall pay to the Executive any severance payments due hereunder in twelve (12) equal monthly payments on the first day of each month following such termination. In addition, (a) the Executive shall have the right to exercise any stock options, long-term incentive awards or other similar awards held by him in accordance with the relevant plan documents or grant letter; provided, however, that to the extent any option or award would expire by its terms within six (6) months following the date of termination, then the Executive may exercise said option or award until the earliest of (i) six (6) months following the Date of Termination or (ii) ten (10) years following the date of grant or (iii) the end of the original term of the option grant had the Executive continued employment with the Company; and (b) the Company shall provide the Executive with continuing coverage under the life, disability, accident and health insurance programs for employees of the Company generally and under any supplemental programs covering executives of the Company, as from time to time in effect, for the twelve (12) month period from such termination or until the Executive becomes eligible for substantially similar coverage under the employee plans of a new employer, whichever occurs earlier, provided that Executive’s right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be deemed satisfied by the coverage provided in this clause (b). The Executive shall also be entitled to a continuation of all other benefits and reimbursements in effect at the time of termination for the twelve (12) month period following such termination or until the Executive becomes eligible for substantially similar benefits from a new employer,
whichever is earlier. In addition, all stock options, restricted stock and other long-term awards held by Executive on the date of termination under any of the Company’s long-term incentive plans that would vest or become exercisable within the twelve (12) months following such termination of employment
|
6.
|
Payment for Past Service
. If the Executive’s employment is terminated without Cause or by the Executive for Good Reason, the Company shall pay the Executive (a) an annual bonus, in respect of the year prior to the year in which the Executive’s employment terminates, earned (determined without the application of negative discretion by the Company’s Compensation Committee or reference by the Company’s Compensation Committee to performance or any act or omission occurring, or any state of facts existing, subsequent to the year with respect to which said bonus was earned) but not yet paid to him as of the Date of Termination, payable at the same time bonuses are paid for the year prior to the year in which the Executive’s employment terminates; (b) any accrued vacation pay, to the extent not theretofore paid to the Executive; and (c) any other amounts earned by the Executive prior to the Date of Termination but not previously paid. Such amounts under (b) and (c) above shall be paid on or before the fifteenth (15th) day of the third (3rd) month following the close of the calendar year in which such termination occurred.
|
7.
|
Noncompete and Confidentiality
.
|
8.
|
Outplacement Services
. In the event of the termination of the Executive’s employment after a Change in Control, Without Cause or for Good Reason as provided for in Sections 4 or 6 hereof, the Company agrees, at its sole cost and expense, to provide the Executive with reasonable outplacement services for a period of at least twelve (12) months following the Date of Termination; provided that the outplacement services will not be provided beyond the last day of the second year following the year in which the Date of Termination occurs. The Company and the Executive shall use their good faith efforts to locate a provider and determine the scope of outplacement services which is reasonably acceptable to both parties taking into account the status of the Executive as a senior executive officer.
|
9.
|
Legal Expenses
. The Company agrees to pay all reasonable out-of-pocket costs and expenses, including all reasonable attorneys’ fees and disbursements, actually incurred by the Executive in collecting or enforcing payments to which he is ultimately determined to be entitled (whether by agreement among the parties, court order or otherwise) pursuant to this Agreement in accordance with its terms; provided, however, that the Executive submit a request for reimbursement no later than thirty (30) days following the end of the calendar year in which the expenses are incurred and reimbursement must be made within forty-five (45) days thereafter,
|
10.
|
Notice of Termination
. Any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written notice from one party hereto to the other party hereto in accordance with Section 13 hereof. For purposes of this Agreement, a notice of termination shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment.
|
11.
|
No Other Compensation; Employee at Will
. Except as provided in Sections 4, 5, 6, 8 and 9 hereof, no amount or benefit shall be payable to the Executive under this Agreement or otherwise except as required by law. This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive is and shall remain “an employee at will” and shall not have any right to be retained in the employ of the Company.
|
12.
|
Successors; Binding Agreement
.
|
12.1.
|
In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder if the Executive were to terminate the Executive's employment for Good Reason after a Change in Control, except that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.
|
12.2.
|
This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate.
|
13.
|
Notices
. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered
|
14.
|
Miscellaneous
. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Connecticut without regard to the principles of conflicts of law which might otherwise apply. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. In the event that either party hereto shall institute proceedings for the enforcement of this Agreement, the succeeding party shall be entitled to recover the reasonable fees and expenses incurred by such succeeding party in connection therewith, including reasonable attorneys fees.
|
15.
|
Partial Validity
. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
|
16.
|
Counterparts
. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
|
17.
|
Mitigation
. The Company agrees that if the Executive’s employment with the Company terminates, Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to him due under this Agreement. Further, the amount of any payment shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.
|
18.
|
Definitions
. For purposes of this Agreement, the following terms shall have the meanings indicated below:
|
19.
|
Tax Withholding
. The Company shall have the right to deduct from all payments made under this Agreement any federal, state or local taxes required by law to be withheld with respect to such payments.
|
20.
|
“Best Net” Provision
. In connection with the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, at the Executive’s direction, the Company will provide for the “Best Net” for the Executive so that the Executive’s aggregate severance payments and benefits would be reduced to $1.00 less than that amount which would trigger the Section 4999 excise tax if such reduction would result in such Executive receiving a greater after-tax benefit than he would receive if the full severance benefits were paid (i.e., the aggregate severance payments and benefits that the Executive receives will be either the full amount of severance payments and benefits or an amount of severance payments and benefits reduced to the extent necessary so that the Executive incurs no excise tax, whichever results in the Executive receiving the greater amount, taking into account applicable federal, state and local income, employment and other applicable taxes, as well as the excise tax).
|
2.
|
Term of Agreement
.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||
Earnings:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations before income taxes
|
$
|
118.5
|
|
|
$
|
42.5
|
|
|
$
|
29.9
|
|
|
$
|
24.4
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Undistributed (income) loss of less than 50% owned investments
|
(0.4
|
)
|
|
—
|
|
|
0.7
|
|
|
0.4
|
|
|
||||
Fixed charges
|
24.7
|
|
|
29.6
|
|
|
94.9
|
|
|
58.1
|
|
|
||||
Earnings (loss)
|
$
|
142.8
|
|
|
$
|
72.1
|
|
|
$
|
125.5
|
|
|
$
|
82.9
|
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, including debt discount amortization
|
14.0
|
|
|
24.2
|
|
|
$
|
34.2
|
|
|
$
|
47.5
|
|
|
||
Amortization/writeoff of debt issuance costs
|
7.6
|
|
|
1.7
|
|
|
54.2
|
|
|
3.1
|
|
|
||||
Portion of rental expense representative of interest factor (assumed to be 33%)
|
3.1
|
|
|
3.7
|
|
|
6.5
|
|
|
7.5
|
|
|
||||
Fixed charges
|
$
|
24.7
|
|
|
$
|
29.6
|
|
|
$
|
94.9
|
|
|
$
|
58.1
|
|
|
Ratio of earnings to fixed charges
|
5.8
|
|
|
2.4
|
|
|
1.3
|
|
|
1.4
|
|
|
||||
Amount of earnings deficiency for coverage of fixed charges
|
$
|
—
|
|
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$
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$
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$
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1.
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I have reviewed this quarterly report on Form 10-Q of Terex Corporation;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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1.
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I have reviewed this quarterly report on Form 10-Q of Terex Corporation;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ John L. Garrison, Jr.
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John L. Garrison, Jr.
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President and
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Chief Executive Officer
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August 2, 2017
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/s/ John D. Sheehan
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John D. Sheehan
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Senior Vice President and
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Chief Financial Officer
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August 2, 2017
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