x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
34-1531521
|
(State of Incorporation)
|
|
(IRS Employer Identification No.)
|
200 Nyala Farm Road, Westport, Connecticut
|
|
06880
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
YES
x
|
NO
o
|
|
YES
o
|
NO
x
|
|
YES
x
|
NO
o
|
|
YES
x
|
NO
o
|
Large Accelerated Filer
x
|
Accelerated Filer
o
|
Non-accelerated Filer
o
|
Smaller Reporting Company
o
|
Emerging growth company
o
|
|
|
YES
o
|
NO
x
|
•
|
our business is cyclical and weak general economic conditions affect the sales of our products and financial results;
|
•
|
our 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;
|
•
|
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;
|
•
|
our ability to successfully implement our Execute to Win strategy; and
|
•
|
other factors.
|
PAGE
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
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||
|
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|
|
|
|
||
|
|
|
PART I
|
|
ITEM 1.
|
BUSINESS
|
•
|
Aerial work platform equipment is manufactured in Redmond and Moses Lake, Washington, Rock Hill, South Carolina, Umbertide, Italy and Changzhou, China;
|
•
|
Telehandlers are manufactured in Oklahoma City, Oklahoma and Umbertide, Italy; and
|
•
|
Trailer-mounted light towers are manufactured in Rock Hill, South Carolina.
|
•
|
Rough terrain cranes are manufactured in Crespellano, Italy and Oklahoma City, Oklahoma;
|
•
|
All-terrain cranes are manufactured in Zweibrücken, Germany;
|
•
|
Truck cranes and truck-mounted cranes are manufactured in Oklahoma City, Oklahoma;
|
•
|
Tower cranes are manufactured in Fontanafredda, Italy;
|
•
|
Lattice boom crawler cranes are manufactured in Oklahoma City, Oklahoma and Zweibrücken, Germany;
|
•
|
Pick and carry cranes are manufactured in Brisbane, Australia; and
|
•
|
Utility products are manufactured in Watertown and Huron, South Dakota and Betim, Brazil.
|
•
|
Mobile crushers, mobile screens and washing systems are manufactured in Omagh and Dungannon, Northern Ireland;
|
•
|
Mobile crushers, mobile screens, base crushers, base screens, modular and wheeled crushing and screening plants, track conveyors and washing systems are manufactured in Hosur, India, primarily for the Indian market and for export in Asia, Middle East and East Africa Regions;
|
•
|
Modular, mobile and static crushing and screening equipment and base crushers are manufactured in Oklahoma City, Oklahoma;
|
•
|
Base crushers and base screens are manufactured in Subang Jaya, Malaysia;
|
•
|
Screening equipment is manufactured in Durand, Michigan;
|
•
|
Base crushers are manufactured in Coalville, England;
|
•
|
Fabrications, sub-assemblies and steel kits are manufactured in Ballymoney, Northern Ireland;
|
•
|
Wood processing, biomass and recycling equipment systems are manufactured in Newton, New Hampshire, and Dungannon, Northern Ireland.
|
•
|
Material handlers are manufactured in Bad Schönborn, Germany;
|
•
|
Concrete pavers are manufactured in Canton, South Dakota; and
|
•
|
Front discharge concrete mixer trucks are manufactured in Fort Wayne, Indiana.
|
•
|
Integrity
:
Integrity reflects honesty, ethics, transparency and accountability. We are committed to maintaining high ethical standards in all of our business dealings and we never sacrifice our integrity for profit.
|
•
|
Respect
: Respect incorporates concern for safety, health, teamwork, diversity, inclusion and performance. We treat all our team members, customers and suppliers with respect and dignity.
|
•
|
Improvement
: Improvement encompasses quality, problem-solving systems, a continuous improvement culture and collaboration. We continuously search for new and better ways of doing things, focusing on continuous improvement and the elimination of waste.
|
•
|
Servant Leadership
: Servant leadership requires service to others, humility, authenticity and leading by example. We work to serve the needs of our customers, investors and team members.
|
•
|
Courage
: Courage entails willingness to take risks, responsibility, action and empowerment. We have the courage to make a difference even when it is difficult.
|
•
|
Citizenship
:
Citizenship means social responsibility and environmental stewardship. We comply with all laws, respect all people’s values and cultures, and are good global, national and local citizens.
|
1.
|
Focus
the portfolio on businesses best positioned to generate returns above the cost of capital through the cycle.
|
2.
|
Simplify
company structure, systems and footprint to improve efficiency and enhance global competitiveness.
|
3.
|
Execute to Win
, driving process discipline, execution rigor, and accountability in core processes.
|
1.
|
Lifecycle Solutions are comprehensive solutions that include our equipment and other offerings such as financing, spare parts, technical and repair services, operator training, and technology solutions that drive Customer ROIC.
|
2.
|
Commercial Excellence is about driving process discipline and execution in our commercial operations, such as sales, pricing, marketing, and sales support.
|
3.
|
Strategic Sourcing will involve implementing a standard, Terex-wide strategic sourcing process that will help us leverage our spending, thereby achieving lower costs from suppliers.
|
1.
|
Maintain an optimal capital structure (~2.5 x average net debt to EBITDA over the cycle)
|
2.
|
Organic growth investments (product & service development, maintenance capex, geographic expansion)
|
3.
|
Restructuring investments (transformation initiatives, general & administrative cost reduction, footprint rationalization)
|
4.
|
Efficient return of capital to shareholders (dividends and share repurchases)
|
•
|
Portable material lifts are used primarily indoors in the construction, industrial and theatrical markets.
|
•
|
Portable aerial work platforms are used primarily indoors in a variety of markets to perform overhead maintenance.
|
•
|
Trailer-mounted articulating booms are used both indoors and outdoors. They provide versatile reach, and have the ability to be towed between job sites.
|
•
|
Self-propelled articulating booms are primarily used in construction and industrial applications, both indoors and outdoors. They feature lifting versatility with up, out and over position capabilities to access difficult to reach overhead areas.
|
•
|
Self-propelled telescopic booms are used outdoors in commercial and industrial construction, as well as highway and bridge maintenance projects.
|
•
|
Scissor lifts are used in indoor and outdoor applications in a variety of construction, industrial and commercial settings.
|
•
|
Rough terrain cranes move materials and equipment on rugged or uneven terrain and are often located on a single construction or work site for long periods. Rough terrain cranes cannot be driven on highways (other than in Italy) and accordingly must be transported by truck to the work site.
|
•
|
Truck cranes have two cabs and can travel rapidly from job site to job site at highway speeds. Truck cranes are often used for multiple local jobs, primarily in urban or suburban areas.
|
•
|
Truck-mounted cranes (boom trucks). We manufacture telescopic boom cranes and articulated hydraulic cranes for mounting on a commercial truck chassis. Truck-mounted cranes are used primarily in the construction and maintenance industries to lift equipment or materials to various heights. Boom trucks are generally lighter and have less lifting capacity than truck cranes, and are used for many of the same applications when lower lifting capacities are sufficient. An advantage of a boom truck is that the equipment or material to be lifted by the crane can be transported by the truck, which can travel at highway speeds. Applications include delivery of building materials and the installation of commercial air conditioners and other roof-mounted equipment, and the erection of transmission towers and substation equipment in the electrical grids.
|
•
|
All-terrain cranes are a cross between rough terrain and truck cranes, and are designed to travel across both rough terrain and highways.
|
•
|
Pick and carry cranes are designed for a wide variety of applications, including use at mine sites, large fabrication yards, building and construction sites and in machinery maintenance and installation. They combine high road speed with all-terrain capability.
|
•
|
Self-erecting tower cranes unfold from sections and can be trailer mounted; certain larger models have a telescopic tower and folding jib. These cranes can be assembled on site in a few hours. Applications include residential and small commercial construction.
|
•
|
Hammerhead tower cranes have a tower and a horizontal jib assembled from sections. The tower extends above the jib into an A-frame to which suspension cables supporting the jib are attached. These cranes are assembled on-site in one to three days depending on height, and can increase in height with the project.
|
•
|
Flat top tower cranes have a tower and a horizontal jib assembled from sections. There is no A-frame above the jib, which is self-supporting and consists of reinforced jib sections. These cranes are assembled on-site in one to two days, and can increase in height with the project.
|
•
|
Luffing jib tower cranes have a tower and an angled jib assembled from sections. There is one A-frame above the jib to which suspension cables supporting the jib are attached. Unlike other tower cranes, there is no trolley to control linear movement of the load, which is accomplished by changing the jib angle. These cranes are assembled on-site in two to three days, and can increase in height with the project.
|
•
|
Digger derricks are insulated products used to dig holes, hoist and set utility poles, as well as lift transformers and other materials at job sites near energized power lines. Auger drills are used to dig holes for utility poles or construction foundations requiring larger diameter holes in difficult soil conditions.
|
•
|
Insulated aerial devices are used to elevate workers and material to work areas at the top of utility poles near energized transmission and distribution lines and for trimming trees near energized electrical lines, as well as for miscellaneous purposes such as sign maintenance. Non-insulated aerials are used in applications where energized electrical lines are not a hazard.
|
•
|
Cable placers are used to install fiber optic, copper and strand telephone and cable lines.
|
•
|
Jaw crushers are used for crushing larger rock, primarily at the quarry face or on recycling duties. Applications include hard rock, sand and gravel and recycled materials. Cone crushers are used in secondary and tertiary applications to reduce a number of materials, including quarry rock and riverbed gravel.
|
•
|
Horizontal shaft impactors are primary and secondary crushers. They are typically applied to reduce soft to medium hard materials, as well as recycled materials. Vertical shaft impactors are secondary and tertiary crushers that reduce material utilizing various rotor configurations and are highly adaptable to any application.
|
•
|
Heavy duty inclined and horizontal screens and feeders, which are used in low to high tonnage applications and are available as either stationary or heavy-duty mobile equipment. Screens are used in all phases of plant design from handling quarried material to fine screening. Dry screening is used to process materials such as sand, gravel, quarry rock, coal, ore, construction and demolition waste, soil, compost and wood chips.
|
•
|
Feeders are used to unload materials from hoppers and bulk material storage at controlled rates. They are available for applications ranging from primary feed hoppers to fine material bin unloading. Our range includes apron feeders, grizzly feeders and pan feeders.
|
•
|
Material handlers are designed for handling logs, scrap, recycling and other bulky materials with clamshell, magnet or grapple attachments.
|
•
|
Concrete mixer trucks are machines with a large revolving drum in which cement is mixed with other materials to make concrete. We offer models with custom chassis with configurations from three to seven axles.
|
•
|
Our concrete pavers are used to finish bridges, concrete streets, highways and airport surfaces.
|
|
PERCENTAGE OF SALES
|
|||||||
PRODUCT CATEGORY
|
2017
|
|
2016
|
|
2015
|
|||
Aerial Work Products & Telehandlers
|
46
|
%
|
|
43
|
%
|
|
42
|
%
|
Mobile & Tower Cranes
|
19
|
|
|
19
|
|
|
22
|
|
Materials Processing Equipment
|
17
|
|
|
15
|
|
|
13
|
|
Specialty Equipment
|
9
|
|
|
8
|
|
|
7
|
|
Other
|
8
|
|
|
9
|
|
|
10
|
|
Compact Construction Equipment
(1)
|
1
|
|
|
6
|
|
|
6
|
|
TOTAL
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
AWP
|
$
|
763.0
|
|
|
$
|
506.1
|
|
Cranes
|
550.4
|
|
|
323.4
|
|
||
MP
|
317.7
|
|
|
215.6
|
|
||
Corporate and other
|
—
|
|
|
27.4
|
|
||
Total
|
$
|
1,631.1
|
|
|
$
|
1,072.5
|
|
•
|
trade protection measures and currency exchange controls;
|
•
|
labor unrest;
|
•
|
global and regional economic conditions;
|
•
|
political instability;
|
•
|
terrorist activities and the U.S. and international response thereto;
|
•
|
restrictions on the transfer of funds into or out of a country;
|
•
|
export duties and quotas;
|
•
|
domestic and foreign customs and tariffs;
|
•
|
current and changing regulatory environments;
|
•
|
difficulties protecting our intellectual property;
|
•
|
transportation delays and interruptions;
|
•
|
costs and difficulties in integrating, staffing and managing international operations, especially in developing markets such as China, India, Brazil and the Middle East;
|
•
|
difficulty in obtaining distribution support;
|
•
|
natural disasters; and
|
•
|
current and changing tax laws.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
BUSINESS SEGMENT
|
|
FACILITY LOCATION
|
|
BUSINESS SEGMENT
|
|
FACILITY LOCATION
|
|
|
|
|
|
|
|
Corporate/Other
|
|
Westport, Connecticut
(1)
|
|
MP
|
|
Louisville, Kentucky
|
|
|
Schaeffhausen, Switzerland
|
|
|
|
Durand, Michigan
|
AWP
|
|
Rock Hill, South Carolina
|
|
|
|
Coalville, England
|
|
|
Moses Lake, Washington
(1)
|
|
|
|
Hosur, India
|
|
|
North Bend, Washington
(1)
|
|
|
|
Subang Jaya, Malaysia
(1)
|
|
|
Redmond, Washington
(1)
|
|
|
|
Omagh, Northern Ireland
(1)
|
|
|
Changzhou, China
|
|
|
|
Dungannon, Northern Ireland
(1)
|
|
|
Umbertide, Italy
|
|
|
|
Newton, New Hampshire
|
|
|
Darra, Australia
(1)
|
|
|
|
Ballymoney, Northern Ireland
|
Cranes
|
|
Watertown, South Dakota
(1)
|
|
|
|
Canton, South Dakota
|
|
|
Huron, South Dakota
|
|
|
|
Fort Wayne, Indiana
|
|
|
Brisbane, Australia
(1)
|
|
|
|
Bad Schönborn, Germany
|
|
|
Betim, Brazil
(1) (2)
|
|
Multiple Business Segments
|
|
Southaven, Mississippi
(1)
|
|
|
Long Crendon, England
(1)
|
|
|
|
Oklahoma City, Oklahoma
|
|
|
Zweibrücken-Dinglerstrasse, Germany
(1)
|
|
|
|
|
|
|
Zweibrücken-Wallerscheid, Germany
(1)
|
|
|
|
|
|
|
Crespellano, Italy
|
|
|
|
|
|
|
Fontanafredda, Italy
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These facilities are either partially or fully leased or subleased.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURE
|
PART II
|
|
ITEM 5.
|
MARKET FOR THE REGISTRANT
’
S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||||||||||
High
|
$
|
48.90
|
|
|
$
|
45.10
|
|
|
$
|
37.90
|
|
|
$
|
33.87
|
|
|
$
|
33.17
|
|
|
$
|
25.66
|
|
|
$
|
25.57
|
|
|
$
|
25.38
|
|
Low
|
$
|
41.68
|
|
|
$
|
35.79
|
|
|
$
|
30.25
|
|
|
$
|
28.67
|
|
|
$
|
21.88
|
|
|
$
|
19.49
|
|
|
$
|
18.91
|
|
|
$
|
13.62
|
|
Dividends
|
$0.08
|
|
$0.08
|
|
$0.08
|
|
$0.08
|
|
$0.07
|
|
$0.07
|
|
$0.07
|
|
$0.07
|
|
|
Issuer Purchases of Equity Securities
|
||||||
Period
|
|
(a) Total Number of Shares Purchased
(2)
|
|
(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)
|
October 1, 2017 – October 31, 2017
|
|
186,750
|
|
$44.97
|
|
184,918
|
|
$145,261
|
November 1, 2017 – November 30, 2017
|
|
3,013,098
|
|
$44.97
|
|
3,011,884
|
|
$9,807
|
December 1, 2017 – December 31, 2017
|
|
211,544
|
|
$46.63
|
|
210,312
|
|
$—
|
Total
|
|
3,411,392
|
|
$45.08
|
|
3,407,114
|
|
$—
|
(1)
|
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. In September 2017, our Board of Directors authorized and the Company publicly announced the repurchase of up to an additional $225 million of the Company’s outstanding common shares.
|
(2)
|
Amount includes shares of common stock to satisfy requirements under its deferred compensation obligations to employees.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
AS OF OR FOR THE YEAR ENDED DECEMBER 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
SUMMARY OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
4,363.4
|
|
|
$
|
4,443.1
|
|
|
$
|
5,021.7
|
|
|
$
|
5,484.0
|
|
|
$
|
5,344.5
|
|
Income (loss) from operations
|
173.6
|
|
|
(147.8
|
)
|
|
323.7
|
|
|
400.0
|
|
|
418.6
|
|
|||||
Income (loss) from continuing operations
|
60.0
|
|
|
(193.3
|
)
|
|
128.2
|
|
|
252.0
|
|
|
222.1
|
|
|||||
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
14.3
|
|
|
17.4
|
|
|
8.9
|
|
|
(3.8
|
)
|
|||||
Gain (loss) on disposition of discontinued operations – net of tax
|
68.7
|
|
|
3.5
|
|
|
3.4
|
|
|
58.6
|
|
|
2.6
|
|
|||||
Net income (loss) attributable to common stockholders
|
128.7
|
|
|
(176.1
|
)
|
|
145.9
|
|
|
319.0
|
|
|
226.0
|
|
|||||
Per Common and Common Equivalent Share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
0.65
|
|
|
$
|
(1.79
|
)
|
|
$
|
1.20
|
|
|
$
|
2.31
|
|
|
$
|
2.04
|
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
0.13
|
|
|
0.13
|
|
|
0.06
|
|
|
(0.03
|
)
|
|||||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.74
|
|
|
0.03
|
|
|
0.03
|
|
|
0.54
|
|
|
0.02
|
|
|||||
Net income (loss) attributable to common stockholders
|
1.39
|
|
|
(1.63
|
)
|
|
1.36
|
|
|
2.91
|
|
|
2.03
|
|
|||||
Diluted attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
0.63
|
|
|
$
|
(1.79
|
)
|
|
$
|
1.17
|
|
|
$
|
2.22
|
|
|
$
|
1.94
|
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
0.13
|
|
|
0.13
|
|
|
0.06
|
|
|
(0.03
|
)
|
|||||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.73
|
|
|
0.03
|
|
|
0.03
|
|
|
0.51
|
|
|
0.02
|
|
|||||
Net income (loss) attributable to common stockholders
|
1.36
|
|
|
(1.63
|
)
|
|
1.33
|
|
|
2.79
|
|
|
1.93
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS AND LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
$
|
2,383.0
|
|
|
$
|
2,700.5
|
|
|
$
|
3,140.2
|
|
|
$
|
3,352.3
|
|
|
$
|
3,633.9
|
|
Current liabilities
|
1,035.5
|
|
|
1,407.0
|
|
|
1,458.6
|
|
|
1,643.0
|
|
|
1,724.7
|
|
|||||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
|
|
|
|
|
|
||||||||||
Net property, plant and equipment
|
$
|
311.0
|
|
|
$
|
304.6
|
|
|
$
|
371.9
|
|
|
$
|
339.7
|
|
|
$
|
373.2
|
|
Capital expenditures
|
(43.5
|
)
|
|
(58.1
|
)
|
|
(81.5
|
)
|
|
(58.3
|
)
|
|
(55.4
|
)
|
|||||
Depreciation
|
59.9
|
|
|
65.5
|
|
|
63.9
|
|
|
70.4
|
|
|
68.9
|
|
|||||
TOTAL ASSETS
|
$
|
3,462.5
|
|
|
$
|
5,006.8
|
|
|
$
|
5,616.0
|
|
|
$
|
5,903.3
|
|
|
$
|
6,511.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CAPITALIZATION
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt and notes payable (includes capital leases)
|
$
|
984.8
|
|
|
$
|
1,575.8
|
|
|
$
|
1,796.2
|
|
|
$
|
1,754.8
|
|
|
$
|
1,922.5
|
|
Total Terex Corporation Stockholders’ Equity
|
1,222.0
|
|
|
1,484.7
|
|
|
1,877.4
|
|
|
2,005.9
|
|
|
2,190.1
|
|
|||||
Dividends per share of Common Stock
|
0.32
|
|
|
0.28
|
|
|
0.24
|
|
|
0.20
|
|
|
0.05
|
|
|||||
Shares of Common Stock outstanding at year end
|
80.2
|
|
|
105.0
|
|
|
107.7
|
|
|
105.4
|
|
|
109.9
|
|
|||||
EMPLOYEES
(1)
|
10,700
|
|
|
11,300
|
|
|
13,700
|
|
|
13,400
|
|
|
13,100
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Dec ’17
|
Sep '17
|
Jun '17
|
Mar '17
|
Dec ’16
|
||||||||||
Annualized effective tax rate, as adjusted
|
26.9
|
%
|
26.9
|
%
|
26.9
|
%
|
26.9
|
%
|
|
||||||
Income (loss) from operations, as adjusted
|
$
|
44.4
|
|
$
|
70.4
|
|
$
|
79.1
|
|
$
|
12.3
|
|
|
||
Multiplied by: 1 minus annualized effective tax rate, as adjusted
|
73.1
|
%
|
73.1
|
%
|
73.1
|
%
|
73.1
|
%
|
|
||||||
NOPAT, as adjusted
|
$
|
32.5
|
|
$
|
51.5
|
|
$
|
57.8
|
|
$
|
9.0
|
|
|
||
Debt, as adjusted
|
$
|
984.8
|
|
$
|
984.9
|
|
$
|
992.0
|
|
$
|
1,242.8
|
|
$
|
1,592.6
|
|
Less: Cash and cash equivalents, as adjusted
|
(630.1
|
)
|
(595.7
|
)
|
(558.6
|
)
|
(816.4
|
)
|
(501.9
|
)
|
|||||
Debt less Cash and cash equivalents, as adjusted
|
$
|
354.7
|
|
$
|
389.2
|
|
$
|
433.4
|
|
$
|
426.4
|
|
$
|
1,090.7
|
|
Terex Corporation stockholders’ equity, as adjusted
|
$
|
1,078.3
|
|
$
|
1,193.7
|
|
$
|
1,342.6
|
|
$
|
1,527.3
|
|
$
|
1,553.1
|
|
Debt less Cash and cash equivalents plus Total Terex Corporation stockholders’ equity, as adjusted
|
$
|
1,433.0
|
|
$
|
1,582.9
|
|
$
|
1,776.0
|
|
$
|
1,953.7
|
|
$
|
2,643.8
|
|
December 31, 2017 ROIC
|
8.0
|
%
|
|
NOPAT, as adjusted (last 4 quarters)
|
$
|
150.8
|
|
Average Debt less Cash and cash equivalents plus Terex Corporation stockholders’ equity, as adjusted (5 quarters)
|
$
|
1,877.9
|
|
|
Three months ended 12/31/17
|
Three months ended 9/30/17
|
Three months ended 06/30/17
|
Three months ended 03/31/17
|
|
||||||||||
Reconciliation of income (loss) from operations:
|
|
|
|
|
|
||||||||||
Income (loss) from operations, as reported
|
$
|
39.8
|
|
$
|
64.2
|
|
$
|
75.9
|
|
$
|
(6.3
|
)
|
|
||
Adjustments:
|
|
|
|
|
|
||||||||||
Deal related
|
7.1
|
|
(0.3
|
)
|
2.5
|
|
3.6
|
|
|
||||||
Restructuring and related
|
(7.8
|
)
|
(0.8
|
)
|
(12.6
|
)
|
9.0
|
|
|
||||||
Transformation
|
9.8
|
|
9.1
|
|
17.9
|
|
8.4
|
|
|
||||||
Asset impairment
|
—
|
|
—
|
|
(1.6
|
)
|
—
|
|
|
||||||
(Income) loss from TFS
|
(4.5
|
)
|
(1.8
|
)
|
(3.0
|
)
|
(2.4
|
)
|
|
||||||
Income (loss) from operations, as adjusted
|
$
|
44.4
|
|
$
|
70.4
|
|
$
|
79.1
|
|
$
|
12.3
|
|
|
||
|
|
|
|
|
|
||||||||||
|
As of 12/31/17
|
As of 9/30/17
|
As of 06/30/17
|
As of 03/31/17
|
As of 12/31/16
|
||||||||||
Reconciliation of Cash and cash equivalents:
|
|
|
|
|
|
||||||||||
Cash and cash equivalents - continuing operations
|
$
|
626.5
|
|
$
|
592.7
|
|
$
|
555.5
|
|
$
|
813.9
|
|
$
|
428.5
|
|
Cash and cash equivalents - assets held for sale
|
3.6
|
|
3.0
|
|
3.1
|
|
2.5
|
|
73.4
|
|
|||||
Cash and cash equivalents, as adjusted
|
$
|
630.1
|
|
$
|
595.7
|
|
$
|
558.6
|
|
$
|
816.4
|
|
$
|
501.9
|
|
|
|
|
|
|
|
||||||||||
Reconciliation of Debt:
|
|
|
|
|
|
||||||||||
Debt - continuing operations
|
$
|
984.8
|
|
$
|
984.9
|
|
$
|
992.0
|
|
$
|
1,242.8
|
|
$
|
1,575.8
|
|
Debt - liabilities held for sale
|
—
|
|
—
|
|
—
|
|
—
|
|
16.8
|
|
|||||
Debt, as adjusted
|
$
|
984.8
|
|
$
|
984.9
|
|
$
|
992.0
|
|
$
|
1,242.8
|
|
$
|
1,592.6
|
|
|
|
|
|
|
|
||||||||||
Reconciliation of Terex Corporation stockholders’ equity:
|
|
|
|
|
|
||||||||||
Terex Corporation stockholders’ equity as reported
|
$
|
1,222.0
|
|
$
|
1,379.7
|
|
$
|
1,539.8
|
|
$
|
1,695.3
|
|
$
|
1,484.7
|
|
TFS Assets
|
(181.7
|
)
|
(220.5
|
)
|
(228.7
|
)
|
(236.4
|
)
|
(238.5
|
)
|
|||||
Effects of adjustments, net of tax:
|
|
|
|
|
|
||||||||||
Deal related
|
(15.3
|
)
|
(20.6
|
)
|
(18.3
|
)
|
23.9
|
|
16.8
|
|
|||||
Restructuring and related
|
(8.9
|
)
|
(3.2
|
)
|
(2.6
|
)
|
6.6
|
|
112.4
|
|
|||||
Transformation
|
33.1
|
|
25.9
|
|
19.2
|
|
6.1
|
|
7.6
|
|
|||||
Extinguishment of debt
|
38.9
|
|
38.9
|
|
38.4
|
|
33.6
|
|
—
|
|
|||||
Asset impairment
|
(1.2
|
)
|
(1.2
|
)
|
(1.2
|
)
|
—
|
|
179.8
|
|
|||||
(Income) loss from TFS
|
(8.6
|
)
|
(5.3
|
)
|
(4.0
|
)
|
(1.8
|
)
|
(9.7
|
)
|
|||||
Terex Corporation stockholders’ equity, as adjusted
|
$
|
1,078.3
|
|
$
|
1,193.7
|
|
$
|
1,342.6
|
|
$
|
1,527.3
|
|
$
|
1,553.1
|
|
|
|
|
|
|
|||||
|
Income (loss) from continuing operations before income taxes
|
(Provision for) benefit from income taxes
|
Income tax rate
|
|
|||||
Reconciliation of annualized effective tax rate:
|
|
|
|
|
|||||
Income tax rate, as reported
|
$
|
112.0
|
|
$
|
(52.0
|
)
|
46.4
|
%
|
|
Effect of adjustments:
|
|
|
|
|
|||||
Deal related
|
(20.9
|
)
|
(11.3
|
)
|
|
|
|||
Restructuring and related
|
(12.2
|
)
|
(0.5
|
)
|
|
|
|||
Transformation
|
45.2
|
|
(10.1
|
)
|
|
|
|||
Extinguishment of debt
|
53.1
|
|
(19.0
|
)
|
|
|
|||
Asset impairment
|
(1.6
|
)
|
0.6
|
|
|
|
|||
Tax related
|
—
|
|
(5.3
|
)
|
|
|
|||
2017 Federal Tax Act
|
—
|
|
50.4
|
|
|
|
|||
Annualized effective income tax rate, as adjusted
|
175.6
|
|
(47.2
|
)
|
26.9
|
%
|
|
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
4,363.4
|
|
|
—
|
|
|
$
|
4,443.1
|
|
|
—
|
|
|
(1.8
|
)%
|
Gross profit
|
$
|
816.0
|
|
|
18.7
|
%
|
|
$
|
712.4
|
|
|
16.0
|
%
|
|
14.5
|
%
|
SG&A
|
$
|
642.4
|
|
|
14.7
|
%
|
|
$
|
684.2
|
|
|
15.4
|
%
|
|
(6.1
|
)%
|
Goodwill impairment
|
$
|
—
|
|
|
—
|
%
|
|
$
|
176.0
|
|
|
4.0
|
%
|
|
*
|
|
Income (loss) from operations
|
$
|
173.6
|
|
|
4.0
|
%
|
|
$
|
(147.8
|
)
|
|
(3.3
|
)%
|
|
217.5
|
%
|
*
|
Not meaningful as a percentage
|
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
2,071.5
|
|
|
—
|
|
|
$
|
1,977.8
|
|
|
—
|
|
|
4.7
|
%
|
Income (loss) from operations
|
$
|
170.3
|
|
|
8.2
|
%
|
|
$
|
177.4
|
|
|
9.0
|
%
|
|
(4.0
|
)%
|
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
1,194.0
|
|
|
—
|
|
|
$
|
1,274.5
|
|
|
—
|
|
|
(6.3
|
)%
|
Income (loss) from operations
|
$
|
(17.8
|
)
|
|
(1.5
|
)%
|
|
$
|
(321.7
|
)
|
|
(25.2
|
)%
|
|
94.5
|
%
|
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
1,072.5
|
|
|
—
|
|
|
$
|
944.5
|
|
|
—
|
|
|
13.6
|
%
|
Income (loss) from operations
|
$
|
124.8
|
|
|
11.6
|
%
|
|
$
|
86.3
|
|
|
9.1
|
%
|
|
44.6
|
%
|
|
2017
|
|
2016
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
25.4
|
|
|
—
|
|
|
$
|
246.3
|
|
|
—
|
|
|
(89.7
|
)%
|
Income (loss) from operations
|
$
|
(103.7
|
)
|
|
*
|
|
|
$
|
(89.8
|
)
|
|
*
|
|
|
(15.5
|
)%
|
*
|
Not meaningful as a percentage
|
|
2016
|
|
2015
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
4,443.1
|
|
|
—
|
|
|
$
|
5,021.7
|
|
|
—
|
|
|
(11.5
|
)%
|
Gross profit
|
$
|
712.4
|
|
|
16.0
|
%
|
|
$
|
971.2
|
|
|
19.3
|
%
|
|
(26.6
|
)%
|
SG&A
|
$
|
684.2
|
|
|
15.4
|
%
|
|
$
|
647.5
|
|
|
12.9
|
%
|
|
5.7
|
%
|
Goodwill impairment
|
$
|
176.0
|
|
|
4.0
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
*
|
|
Income (loss) from operations
|
$
|
(147.8
|
)
|
|
(3.3
|
)%
|
|
$
|
323.7
|
|
|
6.4
|
%
|
|
(145.7
|
)%
|
|
2016
|
|
2015
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
1,977.8
|
|
|
—
|
|
|
$
|
2,246.0
|
|
|
—
|
|
|
(11.9
|
)%
|
Income (loss) from operations
|
$
|
177.4
|
|
|
9.0
|
%
|
|
$
|
270.2
|
|
|
12.0
|
%
|
|
(34.3
|
)%
|
|
2016
|
|
2015
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
1,274.5
|
|
|
—
|
|
|
$
|
1,566.5
|
|
|
—
|
|
|
(18.6
|
)%
|
Income (loss) from operations
|
$
|
(321.7
|
)
|
|
(25.2
|
)%
|
|
$
|
56.3
|
|
|
3.6
|
%
|
|
(671.4
|
)%
|
|
2016
|
|
2015
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
944.5
|
|
|
—
|
|
|
$
|
940.1
|
|
|
—
|
|
|
0.5
|
%
|
Income (loss) from operations
|
$
|
86.3
|
|
|
9.1
|
%
|
|
$
|
68.6
|
|
|
7.3
|
%
|
|
25.8
|
%
|
|
2016
|
|
2015
|
|
|
|||||||||||
|
|
|
% of
Sales
|
|
|
|
% of
Sales
|
|
% Change In Reported Amounts
|
|||||||
|
($ amounts in millions)
|
|
|
|||||||||||||
Net sales
|
$
|
246.3
|
|
|
—
|
|
|
$
|
269.1
|
|
|
—
|
|
|
(8.5
|
)%
|
Income (loss) from operations
|
$
|
(89.8
|
)
|
|
*
|
|
|
$
|
(71.4
|
)
|
|
*
|
|
|
(25.8
|
)%
|
|
Increase
|
|
Decrease
|
||||||||||||
|
Discount Rate
|
|
Expected long-
term rate of return
|
|
Discount Rate
|
|
Expected long-
term rate of return
|
||||||||
|
($ amounts in millions)
|
||||||||||||||
U. S. Plan:
|
|
|
|
|
|
|
|
||||||||
Net pension expense
|
$
|
(0.2
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
Projected benefit obligation
|
$
|
(4.2
|
)
|
|
$
|
—
|
|
|
$
|
4.4
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Non-U.S. Plans:
|
|
|
|
|
|
|
|
||||||||
Net pension expense
|
$
|
0.2
|
|
|
$
|
(0.3
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
0.3
|
|
Projected benefit obligation
|
$
|
(9.8
|
)
|
|
$
|
—
|
|
|
$
|
10.2
|
|
|
$
|
—
|
|
|
|
Year Ended
12/31/2017 |
||
Net cash provided by (used in) operating activities
|
|
153.0
|
|
|
Increase (decrease) in TFS assets
|
|
(56.8
|
)
|
|
Capital expenditures
|
|
(43.5
|
)
|
|
Free cash flow
|
|
$
|
52.7
|
|
•
|
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 12/31/17
|
|
Three months ended 12/31/16
|
||||
Net Sales
|
$
|
1,063.6
|
|
|
$
|
974.7
|
|
x
|
4
|
|
|
4
|
|
||
Trailing Three Month Annualized Net Sales
|
$
|
4,254.4
|
|
|
$
|
3,898.8
|
|
|
As of 12/31/17
|
|
As of 12/31/16
|
||||
Inventories
|
$
|
969.6
|
|
|
$
|
853.8
|
|
Trade Receivables
|
579.9
|
|
|
512.5
|
|
||
Less: Trade Accounts Payable
|
(592.4
|
)
|
|
(522.7
|
)
|
||
Less: Customer advances
|
(32.6
|
)
|
|
(33.0
|
)
|
||
Total Working Capital
|
$
|
924.5
|
|
|
$
|
810.6
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
< 1 year
|
|
1-3 years
|
|
3-5 years
|
|
> 5 years
|
||||||||||
Long-term debt obligations
|
$
|
1,345.6
|
|
|
$
|
55.3
|
|
|
$
|
111.6
|
|
|
$
|
110.7
|
|
|
$
|
1,068.0
|
|
Capital lease obligations
|
3.3
|
|
|
0.3
|
|
|
1.0
|
|
|
1.3
|
|
|
0.7
|
|
|||||
Operating lease obligations
|
153.5
|
|
|
31.1
|
|
|
45.2
|
|
|
33.8
|
|
|
43.4
|
|
|||||
Purchase obligations
(1)
|
591.0
|
|
|
587.7
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
2,093.4
|
|
|
$
|
674.4
|
|
|
$
|
161.1
|
|
|
$
|
145.8
|
|
|
$
|
1,112.1
|
|
(1)
|
Purchase obligations include non-cancellable and cancellable commitments. In many cases, cancellable commitments contain penalty provisions for cancellation.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||||||||||
Net sales
|
$
|
1,063.6
|
|
|
$
|
1,111.2
|
|
|
$
|
1,181.7
|
|
|
$
|
1,006.9
|
|
|
$
|
974.7
|
|
|
$
|
1,056.4
|
|
|
$
|
1,297.7
|
|
|
$
|
1,114.3
|
|
Gross profit
|
204.0
|
|
|
219.0
|
|
|
240.7
|
|
|
152.3
|
|
|
104.7
|
|
|
183.9
|
|
|
242.1
|
|
|
181.7
|
|
||||||||
Net income (loss) from continuing operations attributable to common stockholders
|
(31.7
|
)
|
|
56.6
|
|
|
95.4
|
|
|
(60.3
|
)
|
|
(313.9
|
)
|
|
33.3
|
|
|
109.6
|
|
|
(22.0
|
)
|
||||||||
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46.7
|
|
|
63.5
|
|
|
(44.6
|
)
|
|
(52.2
|
)
|
||||||||
Gain (loss) on disposition of discontinued operations – net of tax
|
5.0
|
|
|
2.6
|
|
|
5.4
|
|
|
55.7
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
3.4
|
|
||||||||
Net income (loss) attributable to Terex Corporation
|
(26.7
|
)
|
|
59.2
|
|
|
100.8
|
|
|
(4.6
|
)
|
|
(267.2
|
)
|
|
96.8
|
|
|
65.1
|
|
|
(70.8
|
)
|
||||||||
Per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) from continuing operations attributable to common stockholders
|
$
|
(0.38
|
)
|
|
$
|
0.64
|
|
|
$
|
0.99
|
|
|
$
|
(0.57
|
)
|
|
$
|
(2.96
|
)
|
|
$
|
0.31
|
|
|
$
|
1.01
|
|
|
$
|
(0.20
|
)
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.44
|
|
|
0.59
|
|
|
(0.41
|
)
|
|
(0.48
|
)
|
||||||||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.06
|
|
|
0.03
|
|
|
0.06
|
|
|
0.53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.03
|
|
||||||||
Net income (loss) attributable to Terex Corporation
|
(0.32
|
)
|
|
0.67
|
|
|
1.05
|
|
|
(0.04
|
)
|
|
(2.52
|
)
|
|
0.90
|
|
|
0.60
|
|
|
(0.65
|
)
|
||||||||
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) from continuing operations attributable to common stockholders
|
$
|
(0.37
|
)
|
|
$
|
0.63
|
|
|
$
|
0.98
|
|
|
$
|
(0.57
|
)
|
|
$
|
(2.96
|
)
|
|
$
|
0.31
|
|
|
$
|
1.00
|
|
|
$
|
(0.20
|
)
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.44
|
|
|
0.58
|
|
|
(0.41
|
)
|
|
(0.48
|
)
|
||||||||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.06
|
|
|
0.03
|
|
|
0.06
|
|
|
0.53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.03
|
|
||||||||
Net income (loss) attributable to Terex Corporation
|
(0.31
|
)
|
|
0.66
|
|
|
1.04
|
|
|
(0.04
|
)
|
|
(2.52
|
)
|
|
0.89
|
|
|
0.59
|
|
|
(0.65
|
)
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
PART III
|
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|
|
Weighted average exercise price of outstanding options, warrants and rights (b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
|
Equity compensation plans approved by stockholders
|
|
2,587 (1)
|
|
$65.57
|
|
2,182,443
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
—
|
|
—
|
Total
|
|
2,587
|
|
|
|
2,182,443
|
(1)
|
This does not include
3,111,057
shares of restricted stock awards and
762,953
shares held in a Rabbi Trust for a deferred compensation plan, which are also not included in the calculation of the weighted average exercise price of outstanding options, warrants and rights in column (b) of this table.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
PART IV
|
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Exhibit No.
|
Exhibit
|
2.1
|
|
|
|
2.2
|
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
3.3
|
|
|
|
3.4
|
|
|
|
3.5
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4
|
|
|
|
10.5
|
|
|
|
10.6
|
|
|
|
10.7
|
|
|
|
10.8
|
|
|
|
10.9
|
|
|
|
10.10
|
|
|
|
10.11
|
|
|
|
10.12
|
|
|
|
10.13
|
|
|
|
10.14
|
|
|
|
10.15
|
|
|
|
10.16
|
|
|
|
10.17
|
|
|
|
10.18
|
|
|
|
ITEM 16.
|
FORM 10-K SUMMARY
|
By:
|
/s/ John L. Garrison, Jr.
|
|
February 16, 2018
|
|
John L. Garrison, Jr.
|
|
|
|
President, Chief Executive
Officer and Director
|
|
|
NAME
|
TITLE
|
DATE
|
|
|
|
/s/ John L. Garrison, Jr
|
President, Chief Executive Officer
|
February 16, 2018
|
John L. Garrison, Jr.
|
and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
|
/s/ John D. Sheehan
|
Senior Vice President and Chief Financial
|
February 16, 2018
|
John D. Sheehan
|
Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Mark I. Clair
|
Vice President, Controller and Chief
|
February 16, 2018
|
Mark I. Clair
|
Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
*/s/ Paula H. J. Cholmondeley
|
Director
|
|
Paula H. J. Cholmondeley
|
|
|
|
|
|
*/s/ Don DeFosset
|
Director
|
|
Don DeFosset
|
|
|
|
|
|
*/s/ Thomas J. Hansen
|
Director
|
|
Thomas J. Hansen
|
|
|
|
|
|
*/s/ Matthew P. Hepler
|
Director
|
|
Matthew P. Hepler
|
|
|
|
|
|
*/s/ Raimund Klinkner
|
Director
|
|
Raimund Klinkner
|
|
|
|
|
|
*/s/ Andra M. Rush
|
Director
|
|
Andra M. Rush
|
|
|
|
|
|
*/s/ David A. Sachs
|
Non-Executive Chairman and Director
|
|
David A. Sachs
|
|
|
|
|
|
*/s/ Oren G. Shaffer
|
Director
|
|
Oren G. Shaffer
|
|
|
|
|
|
*/s/ David C. Wang
|
Director
|
|
David C. Wang
|
|
|
|
|
|
*/s/ Scott W. Wine
|
Director
|
|
Scott W. Wine
|
|
|
|
|
|
*By
/s/ John D. Sheehan
|
|
February 16, 2018
|
John D. Sheehan, as Attorney-in-Fact
|
|
|
Page
|
|
|
|
Year Ended
December 31, |
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
$
|
4,363.4
|
|
|
$
|
4,443.1
|
|
|
$
|
5,021.7
|
|
Cost of goods sold
|
(3,547.4
|
)
|
|
(3,730.7
|
)
|
|
(4,050.5
|
)
|
|||
Gross profit
|
816.0
|
|
|
712.4
|
|
|
971.2
|
|
|||
Selling, general and administrative expenses
|
(642.4
|
)
|
|
(684.2
|
)
|
|
(647.5
|
)
|
|||
Goodwill impairment
|
—
|
|
|
(176.0
|
)
|
|
—
|
|
|||
Income (loss) from operations
|
173.6
|
|
|
(147.8
|
)
|
|
323.7
|
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Interest income
|
6.9
|
|
|
4.3
|
|
|
3.8
|
|
|||
Interest expense
|
(67.5
|
)
|
|
(102.0
|
)
|
|
(108.1
|
)
|
|||
Loss on early extinguishment of debt
|
(52.6
|
)
|
|
(0.4
|
)
|
|
(0.1
|
)
|
|||
Other income (expense) – net
|
51.6
|
|
|
(24.8
|
)
|
|
(23.6
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
112.0
|
|
|
(270.7
|
)
|
|
195.7
|
|
|||
(Provision for) benefit from income taxes
|
(52.0
|
)
|
|
77.4
|
|
|
(67.5
|
)
|
|||
Income (loss) from continuing operations
|
60.0
|
|
|
(193.3
|
)
|
|
128.2
|
|
|||
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
14.3
|
|
|
17.4
|
|
|||
Gain (loss) on disposition of discontinued operations – net of tax
|
68.7
|
|
|
3.5
|
|
|
3.4
|
|
|||
Net income (loss)
|
128.7
|
|
|
(175.5
|
)
|
|
149.0
|
|
|||
Net loss (income) from continuing operations attributable to noncontrolling interest
|
—
|
|
|
0.3
|
|
|
0.2
|
|
|||
Net loss (income) from discontinued operations attributable to noncontrolling interest
|
—
|
|
|
(0.9
|
)
|
|
(3.3
|
)
|
|||
Net income (loss) attributable to Terex Corporation
|
$
|
128.7
|
|
|
$
|
(176.1
|
)
|
|
$
|
145.9
|
|
Amounts attributable to Terex Corporation common stockholders:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
60.0
|
|
|
$
|
(193.0
|
)
|
|
$
|
128.4
|
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
13.4
|
|
|
14.1
|
|
|||
Gain (loss) on disposition of discontinued operations – net of tax
|
68.7
|
|
|
3.5
|
|
|
3.4
|
|
|||
Net income (loss) attributable to Terex Corporation
|
$
|
128.7
|
|
|
$
|
(176.1
|
)
|
|
$
|
145.9
|
|
Basic Earnings (Loss) per Share Attributable to Terex Corporation Common Stockholders:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.65
|
|
|
$
|
(1.79
|
)
|
|
$
|
1.20
|
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
0.13
|
|
|
0.13
|
|
|||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.74
|
|
|
0.03
|
|
|
0.03
|
|
|||
Net income (loss) attributable to Terex Corporation
|
$
|
1.39
|
|
|
$
|
(1.63
|
)
|
|
$
|
1.36
|
|
Diluted Earnings (Loss) per Share Attributable to Terex Corporation Common Stockholders:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.63
|
|
|
$
|
(1.79
|
)
|
|
$
|
1.17
|
|
Income (loss) from discontinued operations – net of tax
|
—
|
|
|
0.13
|
|
|
0.13
|
|
|||
Gain (loss) on disposition of discontinued operations – net of tax
|
0.73
|
|
|
0.03
|
|
|
0.03
|
|
|||
Net income (loss) attributable to Terex Corporation
|
$
|
1.36
|
|
|
$
|
(1.63
|
)
|
|
$
|
1.33
|
|
Weighted average number of shares outstanding in per share calculation
|
|
|
|
|
|
||||||
Basic
|
92.8
|
|
|
107.9
|
|
|
107.4
|
|
|||
Diluted
|
94.9
|
|
|
107.9
|
|
|
109.6
|
|
|
|
Year Ended December 31,
|
||||||||
|
|
2017
|
2016
|
2015
|
||||||
Net income (loss)
|
|
$
|
128.7
|
|
$
|
(175.5
|
)
|
$
|
149.0
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||||
Cumulative translation adjustment, net of (provision for) benefit from taxes of $(7.5), $14.0 and $11.7, respectively
|
|
470.6
|
|
(123.0
|
)
|
(247.3
|
)
|
|||
Derivative hedging adjustment, net of (provision for) benefit from taxes of $(1.2), $1.2 and $(0.4), respectively
|
|
4.5
|
|
(4.7
|
)
|
3.0
|
|
|||
Debt and equity securities adjustment, net of (provision for) benefit from taxes of $0.0, $(0.1) and $0.1, respectively
|
|
3.7
|
|
6.9
|
|
(7.9
|
)
|
|||
Pension liability adjustment:
|
|
|
|
|
||||||
Net gain (loss), net of (provision for) benefit from taxes of $(2.8), $12.1 and $2.6, respectively
|
|
5.0
|
|
(28.3
|
)
|
11.7
|
|
|||
Amortization of actuarial (gain) loss, net of provision for (benefit from) taxes of $(2.2), $(3.1) and $(1.6), respectively
|
|
5.7
|
|
6.7
|
|
9.6
|
|
|||
Divestiture of business, net of provision for (benefit from) taxes of $(23.9), $0.0 and $0.0, respectively
|
|
55.5
|
|
—
|
|
—
|
|
|||
Foreign exchange and other effects, net of (provision for) benefit from taxes of $1.9, $(2.4) and $(1.9), respectively
|
|
(5.1
|
)
|
12.2
|
|
11.0
|
|
|||
Total pension liability adjustment
|
|
61.1
|
|
(9.4
|
)
|
32.3
|
|
|||
Other comprehensive income (loss)
|
|
539.9
|
|
(130.2
|
)
|
(219.9
|
)
|
|||
Comprehensive income (loss)
|
|
668.6
|
|
(305.7
|
)
|
(70.9
|
)
|
|||
Comprehensive loss (income) attributable to noncontrolling interest
|
|
—
|
|
(0.2
|
)
|
(3.0
|
)
|
|||
Comprehensive income (loss) attributable to Terex Corporation
|
|
$
|
668.6
|
|
$
|
(305.9
|
)
|
$
|
(73.9
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
626.5
|
|
|
$
|
428.5
|
|
Trade receivables (net of allowance of $16.2 and $16.5 at December 31, 2017 and 2016, respectively)
|
579.9
|
|
|
512.5
|
|
||
Inventories
|
969.6
|
|
|
853.8
|
|
||
Prepaid and other current assets
|
203.4
|
|
|
172.8
|
|
||
Current assets held for sale
|
3.6
|
|
|
732.9
|
|
||
Total current assets
|
2,383.0
|
|
|
2,700.5
|
|
||
Non-current assets
|
|
|
|
||||
Property, plant and equipment – net
|
311.0
|
|
|
304.6
|
|
||
Goodwill
|
273.6
|
|
|
259.7
|
|
||
Intangible assets – net
|
13.8
|
|
|
18.4
|
|
||
Other assets
|
481.1
|
|
|
552.3
|
|
||
Non-current assets held for sale
|
—
|
|
|
1,171.3
|
|
||
Total assets
|
$
|
3,462.5
|
|
|
$
|
5,006.8
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Notes payable and current portion of long-term debt
|
$
|
5.2
|
|
|
$
|
13.8
|
|
Trade accounts payable
|
592.4
|
|
|
522.7
|
|
||
Accrued compensation and benefits
|
159.6
|
|
|
125.1
|
|
||
Accrued warranties and product liability
|
44.7
|
|
|
61.2
|
|
||
Other current liabilities
|
231.6
|
|
|
230.4
|
|
||
Current liabilities held for sale
|
2.0
|
|
|
453.8
|
|
||
Total current liabilities
|
1,035.5
|
|
|
1,407.0
|
|
||
Non-current liabilities
|
|
|
|
||||
Long-term debt, less current portion
|
979.6
|
|
|
1,562.0
|
|
||
Retirement plans
|
151.3
|
|
|
153.8
|
|
||
Other non-current liabilities
|
72.6
|
|
|
50.7
|
|
||
Non-current liabilities held for sale
|
1.0
|
|
|
312.1
|
|
||
Total liabilities
|
2,240.0
|
|
|
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 December 31, 2017 and 2016, respectively
|
1.3
|
|
|
1.3
|
|
||
Additional paid-in capital
|
1,322.0
|
|
|
1,300.0
|
|
||
Retained earnings
|
1,995.9
|
|
|
1,897.9
|
|
||
Accumulated other comprehensive (loss) income
|
(239.5
|
)
|
|
(779.4
|
)
|
||
Less cost of shares of common stock in treasury – 50.2 and 24.6 shares at December 31, 2017 and 2016, respectively
|
(1,857.7
|
)
|
|
(935.1
|
)
|
||
Total Terex Corporation stockholders’ equity
|
1,222.0
|
|
|
1,484.7
|
|
||
Noncontrolling interest
|
0.5
|
|
|
36.5
|
|
||
Total stockholders’ equity
|
1,222.5
|
|
|
1,521.2
|
|
||
Total liabilities, noncontrolling interest and stockholders’ equity
|
$
|
3,462.5
|
|
|
$
|
5,006.8
|
|
|
Outstanding
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Common
Stock in
Treasury
|
|
Non-controlling
Interest
|
|
Total
|
|||||||||||||||
Balance at December 31, 2014
|
105.4
|
|
|
$
|
1.2
|
|
|
$
|
1,251.5
|
|
|
$
|
1,984.9
|
|
|
$
|
(429.8
|
)
|
|
$
|
(801.9
|
)
|
|
$
|
33.2
|
|
|
$
|
2,039.1
|
|
Net Income (Loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
145.9
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
149.0
|
|
|||||||
Other Comprehensive Income (Loss) – net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(219.8
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(219.9
|
)
|
|||||||
Issuance of Common Stock
|
4.3
|
|
|
0.1
|
|
|
25.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.9
|
|
|||||||
Compensation under Stock-based Plans – net
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
(2.2
|
)
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
0.4
|
|
|
(26.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(26.1
|
)
|
|||||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
(1.2
|
)
|
|||||||
Acquisition of Treasury Stock
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52.6
|
)
|
|
—
|
|
|
(52.6
|
)
|
|||||||
Balance at December 31, 2015
|
107.7
|
|
|
1.3
|
|
|
1,273.3
|
|
|
2,104.6
|
|
|
(649.6
|
)
|
|
(852.2
|
)
|
|
34.6
|
|
|
1,912.0
|
|
|||||||
Net Income (Loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(176.1
|
)
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
(175.5
|
)
|
|||||||
Other Comprehensive Income (Loss) – net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129.8
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
(130.2
|
)
|
|||||||
Issuance of Common Stock
|
0.8
|
|
|
—
|
|
|
22.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.1
|
|
|||||||
Compensation under Stock-based Plans – net
|
0.1
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
5.4
|
|
|||||||
Proceeds from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
2.9
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
0.6
|
|
|
(30.6
|
)
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(31.2
|
)
|
|||||||
Acquisition of Treasury Stock
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84.3
|
)
|
|
—
|
|
|
(84.3
|
)
|
|||||||
Balance at December 31, 2016
|
105.0
|
|
|
1.3
|
|
|
1,300.0
|
|
|
1,897.9
|
|
|
(779.4
|
)
|
|
(935.1
|
)
|
|
36.5
|
|
|
1,521.2
|
|
|||||||
Net Income (Loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
128.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128.7
|
|
|||||||
Other Comprehensive Income (Loss) – net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
539.9
|
|
|
—
|
|
|
—
|
|
|
539.9
|
|
|||||||
Issuance of Common Stock
|
0.8
|
|
|
—
|
|
|
21.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.0
|
|
|||||||
Compensation under Stock-based Plans – net
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
(0.4
|
)
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
3.8
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
0.8
|
|
|
(30.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.5
|
)
|
|||||||
Divestiture
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36.0
|
)
|
|
(36.0
|
)
|
|||||||
Acquisition of Treasury Stock
|
(25.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(926.6
|
)
|
|
—
|
|
|
(926.6
|
)
|
|||||||
Balance at December 31, 2017
|
80.2
|
|
|
$
|
1.3
|
|
|
$
|
1,322.0
|
|
|
$
|
1,995.9
|
|
|
$
|
(239.5
|
)
|
|
$
|
(1,857.7
|
)
|
|
$
|
0.5
|
|
|
$
|
1,222.5
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
128.7
|
|
|
$
|
(175.5
|
)
|
|
$
|
149.0
|
|
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
66.5
|
|
|
96.7
|
|
|
132.4
|
|
|||
(Gain) loss on disposition of discontinued operations
|
(68.7
|
)
|
|
(3.5
|
)
|
|
(3.4
|
)
|
|||
Deferred taxes
|
37.6
|
|
|
(137.6
|
)
|
|
(2.6
|
)
|
|||
Goodwill impairment
|
—
|
|
|
176.0
|
|
|
11.3
|
|
|||
Asset impairments
|
6.8
|
|
|
70.0
|
|
|
25.4
|
|
|||
(Gain) loss on sale of assets
|
(58.0
|
)
|
|
(5.8
|
)
|
|
(1.0
|
)
|
|||
Loss on early extinguishment of debt
|
52.6
|
|
|
0.4
|
|
|
0.1
|
|
|||
Stock-based compensation expense
|
38.5
|
|
|
37.8
|
|
|
38.5
|
|
|||
Inventory and other non-cash charges
|
34.0
|
|
|
60.2
|
|
|
32.0
|
|
|||
Changes in operating assets and liabilities (net of effects of acquisitions and divestitures):
|
|
|
|
|
|
||||||
Trade receivables
|
(0.5
|
)
|
|
33.0
|
|
|
74.1
|
|
|||
Inventories
|
(33.5
|
)
|
|
97.3
|
|
|
(90.6
|
)
|
|||
Trade accounts payable
|
25.0
|
|
|
(21.0
|
)
|
|
41.7
|
|
|||
Income taxes payable / receivable
|
(14.7
|
)
|
|
16.9
|
|
|
16.1
|
|
|||
Other assets and liabilities
|
(29.8
|
)
|
|
175.7
|
|
|
(214.0
|
)
|
|||
Foreign exchange and other operating activities, net
|
(31.5
|
)
|
|
(43.5
|
)
|
|
18.5
|
|
|||
Net cash provided by (used in) operating activities
|
153.0
|
|
|
377.1
|
|
|
227.5
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(43.5
|
)
|
|
(73.0
|
)
|
|
(103.8
|
)
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
(7.0
|
)
|
|
(71.2
|
)
|
|||
Proceeds (payments) from disposition of discontinued operations
|
775.7
|
|
|
3.5
|
|
|
(0.2
|
)
|
|||
Proceeds from sale of assets
|
803.4
|
|
|
67.2
|
|
|
3.1
|
|
|||
Other investing activities, net
|
—
|
|
|
(2.5
|
)
|
|
(0.6
|
)
|
|||
Net cash provided by (used in) investing activities
|
1,535.6
|
|
|
(11.8
|
)
|
|
(172.7
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Repayments of debt
|
(1,594.1
|
)
|
|
(1,286.3
|
)
|
|
(1,397.8
|
)
|
|||
Proceeds from issuance of debt
|
1,010.7
|
|
|
1,097.7
|
|
|
1,462.8
|
|
|||
Payment of debt extinguishment costs
|
(36.4
|
)
|
|
—
|
|
|
—
|
|
|||
Share repurchases
|
(924.9
|
)
|
|
(82.7
|
)
|
|
(50.8
|
)
|
|||
Dividends paid
|
(29.5
|
)
|
|
(30.0
|
)
|
|
(25.8
|
)
|
|||
Other financing activities, net
|
(32.3
|
)
|
|
(8.9
|
)
|
|
(17.4
|
)
|
|||
Net cash provided by (used in) financing activities
|
(1,606.5
|
)
|
|
(310.2
|
)
|
|
(29.0
|
)
|
|||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
46.1
|
|
|
(19.7
|
)
|
|
(37.5
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
128.2
|
|
|
35.4
|
|
|
(11.7
|
)
|
|||
Cash and Cash Equivalents at Beginning of Period
|
501.9
|
|
|
466.5
|
|
|
478.2
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
630.1
|
|
|
$
|
501.9
|
|
|
$
|
466.5
|
|
Balance as of December 31, 2015
|
$
|
53.0
|
|
Accruals for warranties issued during the period
|
72.4
|
|
|
Changes in estimates
|
(2.3
|
)
|
|
Settlements during the year
|
(58.1
|
)
|
|
Foreign exchange effect/other
|
(5.2
|
)
|
|
Balance as of December 31, 2016
|
59.8
|
|
|
Accruals for warranties issued during the period
|
50.1
|
|
|
Changes in estimates
|
2.5
|
|
|
Settlements during the year
|
(62.0
|
)
|
|
Foreign exchange effect/other
|
2.2
|
|
|
Balance as of December 31, 2017
|
$
|
52.6
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net Sales
|
|
|
|
|
|
||||||
AWP
|
$
|
2,071.5
|
|
|
$
|
1,977.8
|
|
|
$
|
2,246.0
|
|
Cranes
|
1,194.0
|
|
|
1,274.5
|
|
|
1,566.5
|
|
|||
MP
|
1,072.5
|
|
|
944.5
|
|
|
940.1
|
|
|||
Corporate and Other / Eliminations
|
25.4
|
|
|
246.3
|
|
|
269.1
|
|
|||
Total
|
$
|
4,363.4
|
|
|
$
|
4,443.1
|
|
|
$
|
5,021.7
|
|
Income (loss) from Operations
|
|
|
|
|
|
||||||
AWP
|
$
|
170.3
|
|
|
$
|
177.4
|
|
|
$
|
270.2
|
|
Cranes
|
(17.8
|
)
|
|
(321.7
|
)
|
|
56.3
|
|
|||
MP
|
124.8
|
|
|
86.3
|
|
|
68.6
|
|
|||
Corporate and Other / Eliminations
|
(103.7
|
)
|
|
(89.8
|
)
|
|
(71.4
|
)
|
|||
Total
|
$
|
173.6
|
|
|
$
|
(147.8
|
)
|
|
$
|
323.7
|
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
AWP
|
$
|
19.4
|
|
|
$
|
19.9
|
|
|
$
|
15.3
|
|
Cranes
|
19.2
|
|
|
21.5
|
|
|
21.0
|
|
|||
MP
|
7.3
|
|
|
6.9
|
|
|
6.9
|
|
|||
Corporate
|
20.2
|
|
|
26.0
|
|
|
33.4
|
|
|||
Total
|
$
|
66.1
|
|
|
$
|
74.3
|
|
|
$
|
76.6
|
|
Capital Expenditures
|
|
|
|
|
|
||||||
AWP
|
$
|
14.1
|
|
|
$
|
17.1
|
|
|
$
|
38.0
|
|
Cranes
|
15.2
|
|
|
13.2
|
|
|
13.8
|
|
|||
MP
|
6.3
|
|
|
7.5
|
|
|
20.7
|
|
|||
Corporate
|
7.9
|
|
|
20.3
|
|
|
9.0
|
|
|||
Total
|
$
|
43.5
|
|
|
$
|
58.1
|
|
|
$
|
81.5
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Identifiable Assets
|
|
|
|
||||
AWP
|
$
|
1,358.5
|
|
|
$
|
1,659.8
|
|
Cranes
|
1,682.1
|
|
|
1,618.0
|
|
||
MP
|
1,219.5
|
|
|
1,104.9
|
|
||
Corporate and Other / Eliminations
|
(801.2
|
)
|
|
(1,280.1
|
)
|
||
Assets held for sale
|
3.6
|
|
|
1,904.2
|
|
||
Total
|
$
|
3,462.5
|
|
|
$
|
5,006.8
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net Sales
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
2,217.2
|
|
|
$
|
2,131.4
|
|
|
$
|
2,420.1
|
|
United Kingdom
|
267.3
|
|
|
333.2
|
|
|
402.3
|
|
|||
Germany
|
182.9
|
|
|
237.1
|
|
|
243.7
|
|
|||
Other European countries
|
655.3
|
|
|
726.7
|
|
|
714.3
|
|
|||
All other
|
1,040.7
|
|
|
1,014.7
|
|
|
1,241.3
|
|
|||
Total
|
$
|
4,363.4
|
|
|
$
|
4,443.1
|
|
|
$
|
5,021.7
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Long-lived Assets
|
|
|
|
|
|
||
United States
|
$
|
178.7
|
|
|
$
|
181.1
|
|
United Kingdom
|
37.0
|
|
|
34.9
|
|
||
Germany
|
42.2
|
|
|
32.4
|
|
||
Other European countries
|
16.6
|
|
|
14.8
|
|
||
All other
|
36.5
|
|
|
41.4
|
|
||
Total
|
$
|
311.0
|
|
|
$
|
304.6
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
|
$
|
(36.3
|
)
|
|
$
|
(29.9
|
)
|
|
$
|
212.2
|
|
Foreign
|
|
148.3
|
|
|
(240.8
|
)
|
|
(16.5
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
|
$
|
112.0
|
|
|
$
|
(270.7
|
)
|
|
$
|
195.7
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
(14.5
|
)
|
|
$
|
31.5
|
|
|
$
|
49.2
|
|
State
|
|
2.0
|
|
|
6.2
|
|
|
3.1
|
|
|||
Foreign
|
|
26.8
|
|
|
38.2
|
|
|
15.6
|
|
|||
Current income tax provision (benefit)
|
|
14.3
|
|
|
75.9
|
|
|
67.9
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
37.4
|
|
|
(27.0
|
)
|
|
(3.7
|
)
|
|||
State
|
|
(0.5
|
)
|
|
(1.4
|
)
|
|
—
|
|
|||
Foreign
|
|
0.8
|
|
|
(124.9
|
)
|
|
3.3
|
|
|||
Deferred income tax (benefit) provision
|
|
37.7
|
|
|
(153.3
|
)
|
|
(0.4
|
)
|
|||
Total provision for (benefit from) income taxes
|
|
$
|
52.0
|
|
|
$
|
(77.4
|
)
|
|
$
|
67.5
|
|
|
|
2017
|
|
2016
|
||||
Property, plant and equipment
|
|
$
|
(8.8
|
)
|
|
$
|
(16.8
|
)
|
Intangibles
|
|
(5.7
|
)
|
|
(7.3
|
)
|
||
Inventories
|
|
13.9
|
|
|
18.1
|
|
||
Accrued warranties and product liability
|
|
7.8
|
|
|
15.1
|
|
||
Loss carry forwards
|
|
218.4
|
|
|
214.3
|
|
||
Retirement plans
|
|
21.5
|
|
|
32.5
|
|
||
Accrued compensation and benefits
|
|
28.9
|
|
|
40.1
|
|
||
Investments
|
|
(2.0
|
)
|
|
2.3
|
|
||
Currency translation adjustments
|
|
0.1
|
|
|
(0.6
|
)
|
||
Credit carry forwards
|
|
4.5
|
|
|
11.9
|
|
||
Other
|
|
18.5
|
|
|
20.8
|
|
||
Deferred tax assets valuation allowance
|
|
(136.4
|
)
|
|
(148.6
|
)
|
||
Net deferred tax assets (liabilities)
|
|
$
|
160.7
|
|
|
$
|
181.8
|
|
Balance as of January 1, 2015
|
$
|
78.1
|
|
Additions for current year tax positions
|
—
|
|
|
Additions for prior year tax positions
|
1.7
|
|
|
Reductions for prior year tax positions
|
(9.3
|
)
|
|
Reductions for current year tax positions
|
—
|
|
|
Reductions for expiration of statute of limitations
|
(1.1
|
)
|
|
Settlements
|
—
|
|
|
Acquired balances
|
—
|
|
|
Balance as of December 31, 2015
|
69.4
|
|
|
Additions for current year tax positions
|
—
|
|
|
Additions for prior year tax positions
|
6.3
|
|
|
Reductions for prior year tax positions
|
(3.1
|
)
|
|
Reductions for current year tax positions
|
—
|
|
|
Reductions for expiration of statute of limitations
|
(5.0
|
)
|
|
Settlements
|
(7.8
|
)
|
|
Acquired balances
|
—
|
|
|
Balance as of December 31, 2016
|
59.8
|
|
|
Additions for current year tax positions
|
—
|
|
|
Additions for prior year tax positions
|
12.3
|
|
|
Reductions for prior year tax positions
|
(29.9
|
)
|
|
Reductions for current year tax positions
|
—
|
|
|
Reductions for expiration of statute of limitations
|
(1.3
|
)
|
|
Settlements
|
(6.8
|
)
|
|
Acquired balances
|
—
|
|
|
Balance as of December 31, 2017
|
$
|
34.1
|
|
|
Year ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Net sales
|
$
|
1,398.2
|
|
|
$
|
1,521.4
|
|
Cost of sales
|
(1,090.3
|
)
|
|
(1,184.1
|
)
|
||
Selling, general and administrative expenses
|
(266.8
|
)
|
|
(271.1
|
)
|
||
Goodwill and intangible asset impairments
|
(3.1
|
)
|
|
(34.7
|
)
|
||
Net interest (expense)
|
(2.3
|
)
|
|
(1.4
|
)
|
||
Other income (expense)
|
(11.5
|
)
|
|
0.8
|
|
||
Income (loss) from discontinued operations before income taxes
|
24.2
|
|
|
30.9
|
|
||
(Provision for) benefit from income taxes
|
(9.9
|
)
|
|
(13.5
|
)
|
||
Income (loss) from discontinued operations – net of tax
|
14.3
|
|
|
17.4
|
|
||
Net loss (income) attributable to noncontrolling interest
|
(0.9
|
)
|
|
(3.3
|
)
|
||
Income (loss) from discontinued operations - net of tax attributable to Terex Corporation
|
$
|
13.4
|
|
|
$
|
14.1
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|||||||||||||
|
Cranes
|
|
MHPS
|
Cranes
|
Construction
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
3.6
|
|
|
$
|
71.0
|
|
$
|
1.2
|
|
$
|
1.2
|
|
$
|
73.4
|
|
Trade receivables – net
|
2.2
|
|
|
243.5
|
|
3.1
|
|
24.4
|
|
271.0
|
|
|||||
Inventories
|
1.7
|
|
|
309.4
|
|
1.7
|
|
23.9
|
|
335.0
|
|
|||||
Prepaid and other current assets
|
0.5
|
|
|
49.9
|
|
0.5
|
|
3.1
|
|
53.5
|
|
|||||
Impairment reserve
|
(4.4
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Current assets held for sale
|
$
|
3.6
|
|
|
$
|
673.8
|
|
$
|
6.5
|
|
$
|
52.6
|
|
$
|
732.9
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment – net
|
$
|
0.4
|
|
|
$
|
294.2
|
|
$
|
0.8
|
|
$
|
3.2
|
|
$
|
298.2
|
|
Goodwill
|
—
|
|
|
573.7
|
|
—
|
|
—
|
|
573.7
|
|
|||||
Intangible assets – net
|
2.9
|
|
|
212.6
|
|
2.9
|
|
—
|
|
215.5
|
|
|||||
Impairment reserve
|
(3.3
|
)
|
|
—
|
|
(1.7
|
)
|
(3.5
|
)
|
(5.2
|
)
|
|||||
Other assets
|
—
|
|
|
86.4
|
|
1.1
|
|
1.6
|
|
89.1
|
|
|||||
Non-current assets held for sale
|
$
|
—
|
|
|
$
|
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
|
0.5
|
|
|
132.6
|
|
0.7
|
|
23.8
|
|
157.1
|
|
|||||
Accruals and other current liabilities
|
1.5
|
|
|
267.0
|
|
6.2
|
|
9.1
|
|
282.3
|
|
|||||
Current liabilities held for sale
|
$
|
2.0
|
|
|
$
|
412.7
|
|
$
|
6.9
|
|
$
|
34.2
|
|
$
|
453.8
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, less current portion
|
$
|
—
|
|
|
$
|
2.4
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2.4
|
|
Retirement plans
|
0.7
|
|
|
235.3
|
|
0.7
|
|
0.9
|
|
236.9
|
|
|||||
Other non-current liabilities
|
0.3
|
|
|
71.7
|
|
0.4
|
|
0.7
|
|
72.8
|
|
|||||
Non-current liabilities held for sale
|
$
|
1.0
|
|
|
$
|
309.4
|
|
$
|
1.1
|
|
$
|
1.6
|
|
$
|
312.1
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Cash and cash equivalents - continuing operations
|
$
|
626.5
|
|
|
$
|
428.5
|
|
|
$
|
371.2
|
|
Cash and cash equivalents - held for sale
|
3.6
|
|
|
73.4
|
|
|
95.3
|
|
|||
Total cash and cash equivalents:
|
$
|
630.1
|
|
|
$
|
501.9
|
|
|
$
|
466.5
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Non-cash operating items:
|
|
|
|
||||
Depreciation and amortization
|
$
|
22.4
|
|
|
$
|
55.8
|
|
Deferred taxes
|
$
|
15.8
|
|
|
$
|
(2.2
|
)
|
Goodwill Impairment
|
$
|
—
|
|
|
$
|
11.3
|
|
Asset Impairments
|
$
|
3.0
|
|
|
$
|
23.9
|
|
Investing activities:
|
|
|
|
||||
Capital expenditures
|
$
|
(14.9
|
)
|
|
$
|
(22.3
|
)
|
|
Year Ended December 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
MHPS
|
Atlas
|
Total
|
|
Atlas
|
|
Atlas
|
||||||||||
Gain (loss) on disposition of discontinued operations
|
$
|
89.9
|
|
$
|
3.5
|
|
$
|
93.4
|
|
|
$
|
4.5
|
|
|
$
|
4.5
|
|
(Provision for) benefit from income taxes
|
(24.2
|
)
|
(0.5
|
)
|
(24.7
|
)
|
|
(1.0
|
)
|
|
(1.1
|
)
|
|||||
Gain (loss) on disposition of discontinued operations – net of tax
|
$
|
65.7
|
|
$
|
3.0
|
|
$
|
68.7
|
|
|
$
|
3.5
|
|
|
$
|
3.4
|
|
|
For the year ended December 31,
|
||||||||||
|
(in millions, except per share data)
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) from continuing operations attributable to Terex Corporation common stockholders
|
$
|
60.0
|
|
|
$
|
(193.0
|
)
|
|
$
|
128.4
|
|
Income (loss) from discontinued operations-net of tax
|
—
|
|
|
13.4
|
|
|
14.1
|
|
|||
Gain (loss) on disposition of discontinued operations-net of tax
|
68.7
|
|
|
3.5
|
|
|
3.4
|
|
|||
Net income (loss) attributable to Terex Corporation
|
$
|
128.7
|
|
|
$
|
(176.1
|
)
|
|
$
|
145.9
|
|
Basic shares:
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
92.8
|
|
|
107.9
|
|
|
107.4
|
|
|||
Earnings (loss) per share - basic:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.65
|
|
|
$
|
(1.79
|
)
|
|
$
|
1.20
|
|
Income (loss) from discontinued operations-net of tax
|
—
|
|
|
0.13
|
|
|
0.13
|
|
|||
Gain (loss) on disposition of discontinued operations-net of tax
|
0.74
|
|
|
0.03
|
|
|
0.03
|
|
|||
Net income (loss) attributable to Terex Corporation
|
$
|
1.39
|
|
|
$
|
(1.63
|
)
|
|
$
|
1.36
|
|
Diluted shares:
|
|
|
|
|
|
||||||
Weighted average shares outstanding - basic
|
92.8
|
|
|
107.9
|
|
|
107.4
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options, restricted stock awards and convertible notes
|
2.1
|
|
|
—
|
|
|
2.2
|
|
|||
Diluted weighted average shares outstanding
|
94.9
|
|
|
107.9
|
|
|
109.6
|
|
|||
Earnings (loss) per share - diluted:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
0.63
|
|
|
$
|
(1.79
|
)
|
|
$
|
1.17
|
|
Income (loss) from discontinued operations-net of tax
|
—
|
|
|
0.13
|
|
|
0.13
|
|
|||
Gain (loss) on disposition of discontinued operations-net of tax
|
0.73
|
|
|
0.03
|
|
|
0.03
|
|
|||
Net income (loss) attributable to Terex Corporation
|
$
|
1.36
|
|
|
$
|
(1.63
|
)
|
|
$
|
1.33
|
|
Reconciliation of amounts attributable to common stockholders:
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) from continuing operations
|
$
|
60.0
|
|
|
$
|
(193.3
|
)
|
|
$
|
128.2
|
|
Net loss (income) from continuing operations attributable to noncontrolling interest
|
—
|
|
|
0.3
|
|
|
0.2
|
|
|||
Income (loss) from continuing operations attributable to common stockholders
|
$
|
60.0
|
|
|
$
|
(193.0
|
)
|
|
$
|
128.4
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
Commercial loans
|
$
|
180.2
|
|
|
$
|
233.8
|
|
Sales-type leases
|
26.5
|
|
|
16.4
|
|
||
Total finance receivables, gross
|
206.7
|
|
|
250.2
|
|
||
Allowance for credit losses
|
(6.6
|
)
|
|
(6.3
|
)
|
||
Total finance receivables, net
|
$
|
200.1
|
|
|
$
|
243.9
|
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||||||||||
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
|
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
|
|
|
$
|
1.9
|
|
|
$
|
1.1
|
|
|
$
|
3.0
|
|
Provision for credit losses
|
|
0.2
|
|
|
0.5
|
|
|
0.7
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
—
|
|
|
4.6
|
|
|
(0.3
|
)
|
|
4.3
|
|
|||||||||
Charge offs
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
(0.8
|
)
|
|
(0.2
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Recoveries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Balance, end of period
|
|
$
|
5.7
|
|
|
$
|
0.9
|
|
|
$
|
6.6
|
|
|
$
|
5.9
|
|
|
$
|
0.4
|
|
|
$
|
6.3
|
|
|
$
|
6.5
|
|
|
$
|
0.8
|
|
|
$
|
7.3
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
|
Commercial Loans
|
|
Sales-Type Leases
|
|
Total
|
||||||||||||
Recorded investment
|
|
$
|
6.0
|
|
|
$
|
—
|
|
|
$
|
6.0
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Related allowance
|
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||||
Average recorded investment
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
|
1.7
|
|
|
0.9
|
|
|
2.6
|
|
|
|
December 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
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
2.4
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Collectively evaluated for impairment
|
|
3.3
|
|
|
0.9
|
|
|
4.2
|
|
|
4.3
|
|
|
0.4
|
|
|
4.7
|
|
||||||
Total allowance for credit losses
|
|
$
|
5.7
|
|
|
$
|
0.9
|
|
|
$
|
6.6
|
|
|
$
|
5.9
|
|
|
$
|
0.4
|
|
|
$
|
6.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Finance receivables, ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
|
$
|
6.0
|
|
|
$
|
—
|
|
|
$
|
6.0
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Collectively evaluated for impairment
|
|
174.2
|
|
|
26.5
|
|
|
200.7
|
|
|
232.2
|
|
|
16.4
|
|
|
248.6
|
|
||||||
Total finance receivables
|
|
$
|
180.2
|
|
|
$
|
26.5
|
|
|
$
|
206.7
|
|
|
$
|
233.8
|
|
|
$
|
16.4
|
|
|
$
|
250.2
|
|
|
December 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
|
$
|
174.2
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
|
$
|
6.0
|
|
|
$
|
180.2
|
|
Sales-type leases
|
26.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26.5
|
|
||||||
Total finance receivables
|
$
|
200.7
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
|
$
|
6.0
|
|
|
$
|
206.7
|
|
|
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
|
$
|
231.6
|
|
|
$
|
0.6
|
|
|
$
|
0.2
|
|
|
$
|
1.4
|
|
|
$
|
2.2
|
|
|
$
|
233.8
|
|
Sales-type leases
|
15.8
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
16.4
|
|
||||||
Total finance receivables
|
$
|
247.4
|
|
|
$
|
0.6
|
|
|
$
|
0.8
|
|
|
$
|
1.4
|
|
|
$
|
2.8
|
|
|
$
|
250.2
|
|
Rating
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Superior
|
|
$
|
3.3
|
|
|
$
|
9.6
|
|
Above Average
|
|
31.8
|
|
|
64.7
|
|
||
Average
|
|
73.1
|
|
|
111.8
|
|
||
Below Average
|
|
79.6
|
|
|
53.0
|
|
||
Sub Standard
|
|
18.9
|
|
|
11.1
|
|
||
Total
|
|
$
|
206.7
|
|
|
$
|
250.2
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Finished equipment
|
$
|
419.6
|
|
|
$
|
334.7
|
|
Replacement parts
|
163.3
|
|
|
144.9
|
|
||
Work-in-process
|
165.6
|
|
|
175.4
|
|
||
Raw materials and supplies
|
221.1
|
|
|
198.8
|
|
||
Inventories
|
$
|
969.6
|
|
|
$
|
853.8
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Property
|
$
|
43.3
|
|
|
$
|
36.4
|
|
Plant
|
144.7
|
|
|
144.3
|
|
||
Equipment
|
479.3
|
|
|
456.1
|
|
||
Property, Plant and Equipment – Gross
|
667.3
|
|
|
636.8
|
|
||
Less: Accumulated depreciation
|
(356.3
|
)
|
|
(332.2
|
)
|
||
Property, plant and equipment – net
|
$
|
311.0
|
|
|
$
|
304.6
|
|
|
AWP (1)
|
|
Cranes (1)
|
|
MP
|
|
Total
|
||||||||
Balance at December 31, 2015, gross
|
$
|
137.7
|
|
|
$
|
183.1
|
|
|
$
|
204.3
|
|
|
$
|
525.1
|
|
Accumulated impairment
|
(38.6
|
)
|
|
(4.2
|
)
|
|
(23.2
|
)
|
|
(66.0
|
)
|
||||
Balance at December 31, 2015, net
|
99.1
|
|
|
178.9
|
|
|
181.1
|
|
|
459.1
|
|
||||
Acquisitions
|
1.6
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
||||
Foreign exchange effect and other
|
(1.6
|
)
|
|
(3.8
|
)
|
|
(20.5
|
)
|
|
(25.9
|
)
|
||||
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
|
2.5
|
|
|
—
|
|
|
11.4
|
|
|
13.9
|
|
||||
Balance at December 31, 2017, gross
|
140.2
|
|
|
179.3
|
|
|
195.2
|
|
|
514.7
|
|
||||
Accumulated impairment
|
(38.6
|
)
|
|
(179.3
|
)
|
|
(23.2
|
)
|
|
(241.1
|
)
|
||||
Balance at December 31, 2017, net
|
$
|
101.6
|
|
|
$
|
—
|
|
|
$
|
172.0
|
|
|
$
|
273.6
|
|
|
|
|
December 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
|
|
$
|
18.8
|
|
|
$
|
(17.8
|
)
|
|
$
|
1.0
|
|
|
$
|
17.0
|
|
|
$
|
(15.7
|
)
|
|
$
|
1.3
|
|
Customer Relationships
|
20
|
|
33.2
|
|
|
(28.3
|
)
|
|
4.9
|
|
|
33.1
|
|
|
(25.2
|
)
|
|
7.9
|
|
||||||
Land Use Rights
|
82
|
|
4.8
|
|
|
(0.6
|
)
|
|
4.2
|
|
|
7.9
|
|
|
(0.9
|
)
|
|
7.0
|
|
||||||
Other
|
8
|
|
26.5
|
|
|
(22.8
|
)
|
|
3.7
|
|
|
25.8
|
|
|
(23.6
|
)
|
|
2.2
|
|
||||||
Total definite-lived intangible assets
|
|
|
$
|
83.3
|
|
|
$
|
(69.5
|
)
|
|
$
|
13.8
|
|
|
$
|
83.8
|
|
|
$
|
(65.4
|
)
|
|
$
|
18.4
|
|
|
For the Year Ended December 31,
|
||||||||||
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Aggregate Amortization Expense
|
$
|
2.0
|
|
|
$
|
2.9
|
|
|
$
|
3.0
|
|
2018
|
|
$
|
1.9
|
|
2019
|
|
$
|
1.7
|
|
2020
|
|
$
|
1.7
|
|
2021
|
|
$
|
1.6
|
|
2022
|
|
$
|
1.4
|
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||||||||
Asset Derivatives
|
Balance Sheet Account
|
Derivatives designated as hedges
|
Derivatives not designated as hedges
|
|
Derivatives designated as hedges
|
Derivatives not designated as hedges
|
||||||||
Foreign exchange contracts
|
Other current assets
|
$
|
5.8
|
|
$
|
0.3
|
|
|
$
|
4.2
|
|
$
|
2.6
|
|
Cross currency swap
|
Other current assets
|
0.7
|
|
—
|
|
|
—
|
|
—
|
|
||||
Debt conversion feature
|
Other assets
|
—
|
|
1.5
|
|
|
—
|
|
1.1
|
|
||||
Total asset derivatives
|
|
$
|
6.5
|
|
$
|
1.8
|
|
|
$
|
4.2
|
|
$
|
3.7
|
|
Liability Derivatives
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
Other current liabilities
|
$
|
(1.6
|
)
|
$
|
—
|
|
|
$
|
(6.8
|
)
|
$
|
(1.2
|
)
|
Cross currency swap
|
Other non-current liabilities
|
(5.3
|
)
|
—
|
|
|
—
|
|
—
|
|
||||
Total liability derivatives
|
|
$
|
(6.9
|
)
|
$
|
—
|
|
|
$
|
(6.8
|
)
|
$
|
(1.2
|
)
|
Total Derivatives
|
|
$
|
(0.4
|
)
|
$
|
1.8
|
|
|
$
|
(2.6
|
)
|
$
|
2.5
|
|
Gain (Loss) Recognized on Derivatives in AOCI, net of tax:
|
Year Ended
December 31, |
|||||||||||
Cash Flow Derivatives
|
|
2017
|
|
2016
|
|
2015
|
||||||
Foreign exchange contracts
|
|
$
|
5.4
|
|
|
$
|
(4.5
|
)
|
|
$
|
2.8
|
|
Cross currency swap
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|||
Interest rate swap
|
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
|||
Total
|
|
$
|
4.5
|
|
|
$
|
(4.7
|
)
|
|
$
|
3.0
|
|
|
|
|
|
|
|
|
||||||
Gain (Loss) Reclassified from AOCI into Income (Loss) (Effective):
|
Year Ended
December 31, |
|||||||||||
Account
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of goods sold
|
|
$
|
2.4
|
|
|
$
|
(2.0
|
)
|
|
$
|
1.6
|
|
Other income (expense) – net
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
(0.7
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
1.6
|
|
|
|
|
|
|
|
|
||||||
Gain (Loss) Recognized on Derivatives (Ineffective) in Income (Loss):
|
Year Ended
December 31, |
|||||||||||
Account
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of goods sold
|
|
$
|
2.1
|
|
|
$
|
1.0
|
|
|
$
|
2.3
|
|
Other income (expense) – net
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
Total
|
|
$
|
2.0
|
|
|
$
|
1.0
|
|
|
$
|
2.2
|
|
Gain (Loss) Recognized in Income on Derivatives not designated as hedges:
|
Year Ended
December 31, |
||||||||||
Account
|
2017
|
|
2016
|
|
2015
|
||||||
Other income (expense) – net
|
$
|
(0.7
|
)
|
|
$
|
0.9
|
|
|
$
|
(3.4
|
)
|
|
Amount incurred
during the year ended
December 31, 2017
|
|
Cumulative amount
incurred through
December 31, 2017
|
|
Total amount expected to be incurred
|
||||||
AWP
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Cranes
|
(10.0
|
)
|
|
67.0
|
|
|
67.0
|
|
|||
MP
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Corporate and Other
|
0.1
|
|
|
3.1
|
|
|
3.1
|
|
|||
Total
|
$
|
(9.7
|
)
|
|
$
|
70.6
|
|
|
$
|
70.6
|
|
|
Employee
Termination Costs
|
|
Facility
Exit Costs
|
|
Asset Disposal and Other Costs
|
|
Total
|
||||||||
Amount incurred in the year ended December 31, 2017
|
$
|
(12.5
|
)
|
|
$
|
3.3
|
|
|
$
|
(0.5
|
)
|
|
$
|
(9.7
|
)
|
Cumulative amount incurred through December 31, 2017
|
$
|
48.3
|
|
|
$
|
5.1
|
|
|
$
|
17.2
|
|
|
$
|
70.6
|
|
Total amount expected to be incurred
|
$
|
48.3
|
|
|
$
|
5.1
|
|
|
$
|
17.2
|
|
|
$
|
70.6
|
|
|
Employee
Termination Costs
|
||
Restructuring reserve at December 31, 2016
|
$
|
56.8
|
|
Restructuring reserve increase (decrease)
(1)
|
(12.9
|
)
|
|
Cash expenditures
|
(20.6
|
)
|
|
Foreign exchange
|
6.4
|
|
|
Restructuring reserve at December 31, 2017
|
$
|
29.7
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
5-5/8% Senior Notes due February 1, 2025, net of unamortized debt issuance costs of $10.4
|
$
|
589.6
|
|
|
$
|
—
|
|
6-1/2% Senior Notes due April 1, 2020, net of unamortized debt issuance costs of $2.1
|
—
|
|
|
297.9
|
|
||
6% Senior Notes due May 15, 2021, net of unamortized debt issuance costs of $7.5
|
—
|
|
|
842.5
|
|
||
2017 Credit Agreement – term debt, net of unamortized debt issuance costs of $6.1
|
389.0
|
|
|
—
|
|
||
2014 Credit Agreement – term debt, net of unamortized debt issuance costs of $7.9
|
—
|
|
|
420.7
|
|
||
Capital lease obligations
|
3.1
|
|
|
2.9
|
|
||
Other
|
3.1
|
|
|
11.8
|
|
||
Total debt
|
984.8
|
|
|
1,575.8
|
|
||
Less: Notes payable and current portion of long-term debt
|
(5.2
|
)
|
|
(13.8
|
)
|
||
Long-term debt, less current portion
|
$
|
979.6
|
|
|
$
|
1,562.0
|
|
2018
|
$
|
4.9
|
|
2019
|
4.2
|
|
|
2020
|
3.7
|
|
|
2021
|
3.7
|
|
|
2022
|
3.7
|
|
|
Thereafter
|
978.0
|
|
|
Total Debt
|
998.2
|
|
|
Less: Unamortized debt issuance costs
|
$
|
(16.5
|
)
|
Net debt
|
$
|
981.7
|
|
2017
|
Book Value
|
|
Quote
|
|
FV
|
||||||
5-5/8% Notes
|
$
|
600.0
|
|
|
$
|
1.04000
|
|
|
$
|
624
|
|
2017 Credit Agreement Term Loan (net of discount)
|
$
|
395.1
|
|
|
$
|
1.00708
|
|
|
$
|
398
|
|
2016
|
Book Value
|
|
Quote
|
|
FV
|
||||||
6-1/2% Senior Notes
|
$
|
300.0
|
|
|
$
|
1.02500
|
|
|
$
|
308
|
|
6% Senior Notes
|
$
|
850.0
|
|
|
$
|
1.02750
|
|
|
$
|
873
|
|
2014 Credit Agreement Term Loan (net of discount) – USD
|
$
|
223.5
|
|
|
$
|
1.00000
|
|
|
$
|
224
|
|
2014 Credit Agreement Term Loan (net of discount) – EUR
|
$
|
205.1
|
|
|
$
|
0.99500
|
|
|
$
|
204
|
|
|
Operating
Leases
|
||
2018
|
$
|
31.1
|
|
2019
|
25.3
|
|
|
2020
|
19.9
|
|
|
2021
|
17.7
|
|
|
2022
|
16.1
|
|
|
Thereafter
|
43.4
|
|
|
Total minimum obligations
|
$
|
153.5
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Accumulated benefit obligation at end of year
|
$
|
153.3
|
|
|
$
|
161.2
|
|
|
$
|
229.4
|
|
|
$
|
209.7
|
|
|
|
|
|
|
|
||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Benefit obligation at beginning of year
|
$
|
167.6
|
|
|
$
|
174.0
|
|
|
$
|
211.5
|
|
|
$
|
217.1
|
|
|
$
|
4.2
|
|
|
$
|
4.9
|
|
Service cost
|
0.6
|
|
|
0.6
|
|
|
3.2
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
6.4
|
|
|
7.1
|
|
|
5.0
|
|
|
6.5
|
|
|
0.1
|
|
|
0.2
|
|
||||||
Transfer to Held for Sale
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(5.5
|
)
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
0.1
|
|
|
2.5
|
|
|
1.1
|
|
|
25.9
|
|
|
(0.4
|
)
|
|
(0.6
|
)
|
||||||
Benefits paid
|
(14.3
|
)
|
|
(16.6
|
)
|
|
(7.1
|
)
|
|
(9.4
|
)
|
|
(0.5
|
)
|
|
(0.3
|
)
|
||||||
Foreign exchange effect
|
—
|
|
|
—
|
|
|
23.0
|
|
|
(26.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit obligation at end of year
|
160.4
|
|
|
167.6
|
|
|
231.6
|
|
|
211.5
|
|
|
3.4
|
|
|
4.2
|
|
||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fair value of plan assets at beginning of year
|
117.1
|
|
|
123.1
|
|
|
108.3
|
|
|
111.2
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
14.5
|
|
|
9.5
|
|
|
6.9
|
|
|
18.4
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employer contribution
|
1.2
|
|
|
1.1
|
|
|
7.5
|
|
|
6.7
|
|
|
0.5
|
|
|
0.3
|
|
||||||
Employee contribution
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(14.3
|
)
|
|
(16.6
|
)
|
|
(7.1
|
)
|
|
(9.4
|
)
|
|
(0.5
|
)
|
|
(0.3
|
)
|
||||||
Foreign exchange effect
|
—
|
|
|
—
|
|
|
10.2
|
|
|
(19.0
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at end of year
|
118.5
|
|
|
117.1
|
|
|
121.2
|
|
|
108.3
|
|
|
—
|
|
|
—
|
|
||||||
Funded status
|
$
|
(41.9
|
)
|
|
$
|
(50.5
|
)
|
|
$
|
(110.4
|
)
|
|
$
|
(103.2
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
(4.2
|
)
|
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Current liabilities
|
$
|
1.2
|
|
|
$
|
1.2
|
|
|
$
|
2.8
|
|
|
$
|
2.4
|
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
Non-current liabilities
|
40.7
|
|
|
49.3
|
|
|
107.6
|
|
|
100.8
|
|
|
3.0
|
|
|
3.7
|
|
||||||
Total liabilities
|
$
|
41.9
|
|
|
$
|
50.5
|
|
|
$
|
110.4
|
|
|
$
|
103.2
|
|
|
$
|
3.4
|
|
|
$
|
4.2
|
|
Amounts recognized in accumulated other comprehensive loss consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Actuarial net loss
|
$
|
64.8
|
|
|
$
|
75.6
|
|
|
$
|
68.2
|
|
|
$
|
148.5
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
Prior service cost
|
0.1
|
|
|
0.3
|
|
|
0.1
|
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Total amounts recognized in accumulated other comprehensive loss
|
$
|
64.9
|
|
|
$
|
75.9
|
|
|
$
|
68.3
|
|
|
$
|
146.3
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
|
Other Benefits
|
|||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|||||||||
Weighted-average assumptions as of December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
(1)
|
3.78
|
%
|
|
4.03
|
%
|
|
4.20
|
%
|
|
2.15
|
%
|
|
2.27
|
%
|
|
3.23
|
%
|
|
3.58
|
%
|
|
3.81
|
%
|
|
3.91
|
%
|
Expected return on plan assets
|
7.00
|
%
|
|
7.00
|
%
|
|
7.50
|
%
|
|
4.43
|
%
|
|
5.90
|
%
|
|
5.93
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
(1)
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
0.93
|
%
|
|
0.89
|
%
|
|
0.83
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
Components of net periodic cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
$
|
1.1
|
|
|
$
|
3.2
|
|
|
$
|
3.1
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
6.4
|
|
|
7.1
|
|
|
7.2
|
|
|
5.0
|
|
|
6.5
|
|
|
6.9
|
|
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|||||||||
Expected return on plan assets
|
(7.8
|
)
|
|
(8.3
|
)
|
|
(9.9
|
)
|
|
(5.0
|
)
|
|
(6.0
|
)
|
|
(7.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Recognition of prior service cost
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of actuarial loss
|
4.1
|
|
|
4.2
|
|
|
3.8
|
|
|
3.5
|
|
|
2.5
|
|
|
3.2
|
|
|
(1.2
|
)
|
|
—
|
|
|
0.1
|
|
|||||||||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic cost
|
$
|
3.4
|
|
|
$
|
3.8
|
|
|
$
|
2.3
|
|
|
$
|
7.8
|
|
|
$
|
5.7
|
|
|
$
|
5.7
|
|
|
$
|
(1.1
|
)
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension
Benefits
|
|
Other Benefits
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net (gain) loss
|
$
|
(6.8
|
)
|
|
$
|
1.3
|
|
|
$
|
(0.7
|
)
|
|
$
|
39.7
|
|
|
$
|
(0.3
|
)
|
|
$
|
(0.6
|
)
|
Amortization of actuarial gain (loss)
|
(4.1
|
)
|
|
(4.2
|
)
|
|
(3.5
|
)
|
|
(5.6
|
)
|
|
1.2
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Disposals
|
—
|
|
|
—
|
|
|
(79.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlements
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign exchange effect
|
—
|
|
|
—
|
|
|
7.1
|
|
|
(12.2
|
)
|
|
—
|
|
|
—
|
|
||||||
Total recognized in other comprehensive income (loss)
|
$
|
(11.0
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(78.0
|
)
|
|
$
|
19.6
|
|
|
$
|
0.9
|
|
|
$
|
(0.6
|
)
|
|
U.S. Pension
Benefits
|
|
Non-U.S. Pension
Benefits
|
|
Other
Benefits
|
||||||
Amounts expected to be recognized as components of net periodic cost for the year ending December 31, 2018:
|
|
|
|
|
|
||||||
Actuarial net loss
|
$
|
4.0
|
|
|
$
|
3.3
|
|
|
$
|
0.1
|
|
Prior service cost
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Total amount expected to be recognized as components of net periodic cost for the year ending December 31, 2018
|
$
|
4.1
|
|
|
$
|
3.3
|
|
|
$
|
0.1
|
|
|
U.S. Pension
Benefits
|
|
Non-U.S. Pension
Benefits
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Projected benefit obligation
|
$
|
160.4
|
|
|
$
|
167.6
|
|
|
$
|
231.6
|
|
|
$
|
211.5
|
|
Accumulated benefit obligation
|
$
|
153.3
|
|
|
$
|
161.2
|
|
|
$
|
229.4
|
|
|
$
|
209.7
|
|
Fair value of plan assets
|
$
|
118.5
|
|
|
$
|
117.1
|
|
|
$
|
121.2
|
|
|
$
|
108.3
|
|
|
U.S. Pension Plan
|
|
Non-U.S. Pension Plans
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
NAV
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
NAV
|
||||||||||||||||
Cash, including money market funds
|
$
|
2.5
|
|
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. equities
|
27.6
|
|
|
—
|
|
|
—
|
|
|
27.6
|
|
|
6.4
|
|
|
—
|
|
|
6.4
|
|
|
—
|
|
||||||||
Non-U.S. equities
|
8.7
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
|
24.4
|
|
|
—
|
|
|
24.4
|
|
|
—
|
|
||||||||
U.S. corporate bonds
|
55.8
|
|
|
—
|
|
|
—
|
|
|
55.8
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
||||||||
Non-U.S. corporate bonds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.3
|
|
|
—
|
|
|
19.3
|
|
|
—
|
|
||||||||
U.S. government securities
|
16.4
|
|
|
—
|
|
|
—
|
|
|
16.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Non-U.S. government securities
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
32.7
|
|
|
—
|
|
|
32.7
|
|
|
—
|
|
||||||||
Real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
||||||||
Other securities
|
6.9
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
|
31.4
|
|
|
—
|
|
|
31.4
|
|
|
—
|
|
||||||||
Total investments measured at fair value
|
$
|
118.5
|
|
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
116.0
|
|
|
$
|
121.2
|
|
|
$
|
2.9
|
|
|
$
|
118.3
|
|
|
$
|
—
|
|
|
U.S. Pension Plan
|
|
Non-U.S. Pension Plans
|
||||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
NAV
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
NAV
|
||||||||||||||||
Cash, including money market funds
|
$
|
2.5
|
|
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. equities
|
28.6
|
|
|
—
|
|
|
—
|
|
|
28.6
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
||||||||
Non-U.S. equities
|
8.7
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
|
21.2
|
|
|
—
|
|
|
21.2
|
|
|
—
|
|
||||||||
U.S. corporate bonds
|
56.4
|
|
|
—
|
|
|
—
|
|
|
56.4
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
||||||||
Non-U.S. corporate bonds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.7
|
|
|
—
|
|
|
17.7
|
|
|
—
|
|
||||||||
U.S. government securities
|
12.7
|
|
|
—
|
|
|
—
|
|
|
12.7
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
||||||||
Non-U.S. government securities
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
29.3
|
|
|
—
|
|
|
29.3
|
|
|
—
|
|
||||||||
Real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
||||||||
Other securities
|
7.9
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
27.8
|
|
|
—
|
|
|
27.8
|
|
|
—
|
|
||||||||
Total investments measured at fair value
|
$
|
117.1
|
|
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
114.6
|
|
|
$
|
108.3
|
|
|
$
|
2.1
|
|
|
$
|
106.2
|
|
|
$
|
—
|
|
Year Ending December 31,
|
|
U.S. Pension
Benefits
|
|
Non-U.S.
Pension Benefits
|
|
Other Benefits
|
||||||
2018
|
|
$
|
11.1
|
|
|
$
|
11.7
|
|
|
$
|
0.4
|
|
2019
|
|
$
|
10.9
|
|
|
$
|
7.4
|
|
|
$
|
0.4
|
|
2020
|
|
$
|
10.9
|
|
|
$
|
7.6
|
|
|
$
|
0.4
|
|
2021
|
|
$
|
10.7
|
|
|
$
|
8.2
|
|
|
$
|
0.3
|
|
2022
|
|
$
|
10.5
|
|
|
$
|
8.4
|
|
|
$
|
0.3
|
|
2023-2027
|
|
$
|
52.1
|
|
|
$
|
45.4
|
|
|
$
|
1.0
|
|
|
1-Percentage-
Point Increase
|
|
1-Percentage-
Point Decrease
|
||||
Effect on total service and interest cost components
|
$
|
—
|
|
|
$
|
—
|
|
Effect on post-retirement benefit obligation
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise Price
per Share
|
|
Weighted
Average
Remaining
Contractual
Life (in years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 31, 2016
|
|
13,059
|
|
|
$
|
65.17
|
|
|
|
|
|
|
|
Exercised
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Canceled or expired
|
|
(10,472
|
)
|
|
$
|
65.07
|
|
|
|
|
|
|
|
Outstanding at December 31, 2017
|
|
2,587
|
|
|
$
|
65.57
|
|
|
0.00
|
|
$
|
—
|
|
Exercisable at December 31, 2017
|
|
2,587
|
|
|
$
|
65.57
|
|
|
0.00
|
|
$
|
—
|
|
Vested at December 31, 2017
|
|
2,587
|
|
|
$
|
65.57
|
|
|
0.00
|
|
$
|
—
|
|
|
Grant date
|
|
Grant date
|
|
Grant date
|
|
Grant date
|
|
March 2, 2017
|
|
March 3, 2016
|
|
March 5, 2015
|
|
March 5, 2015
|
Dividend yields
|
1.01%
|
|
1.22%
|
|
0.91%
|
|
0.91%
|
Expected volatility
|
42.78%
|
|
45.59%
|
|
45.48%
|
|
37.00%
|
Risk free interest rate
|
1.55%
|
|
0.97%
|
|
0.98%
|
|
0.58%
|
Expected life (in years)
|
3
|
|
3
|
|
3
|
|
2
|
Grant date fair value per share
|
$36.48
|
|
$29.24
|
|
$28.10
|
|
$25.60
|
|
|
Restricted Stock
Awards
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Nonvested at December 31, 2016
|
|
3,531,188
|
|
|
$
|
25.42
|
|
Granted
|
|
1,542,697
|
|
|
$
|
32.54
|
|
Vested
|
|
(1,252,563
|
)
|
|
$
|
28.76
|
|
Canceled, expired or other
|
|
(710,265
|
)
|
|
$
|
21.86
|
|
Nonvested at December 31, 2017
|
|
3,111,057
|
|
|
$
|
28.68
|
|
|
|
Cumulative
Translation
Adjustment
|
|
Derivative
Hedging
Adjustment
|
|
Debt & Equity
Securities
Adjustment
|
|
Pension
Liability
Adjustment
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||
Balance at January 1, 2015
|
|
$
|
(245.5
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
1.6
|
|
|
$
|
(185.2
|
)
|
|
$
|
(429.8
|
)
|
Current year change
|
|
(247.2
|
)
|
|
3.0
|
|
|
(7.9
|
)
|
|
32.3
|
|
|
(219.8
|
)
|
|||||
Balance at December 31, 2015
|
|
(492.7
|
)
|
|
2.3
|
|
|
(6.3
|
)
|
|
(152.9
|
)
|
|
(649.6
|
)
|
|||||
Current year change
|
|
(122.6
|
)
|
|
(4.7
|
)
|
|
6.9
|
|
|
(9.4
|
)
|
|
(129.8
|
)
|
|||||
Balance at December 31, 2016
|
|
(615.3
|
)
|
|
(2.4
|
)
|
|
0.6
|
|
|
(162.3
|
)
|
|
(779.4
|
)
|
|||||
Current year change
|
|
470.6
|
|
|
4.5
|
|
|
3.7
|
|
|
61.1
|
|
|
539.9
|
|
|||||
Balance at December 31, 2017
|
|
$
|
(144.7
|
)
|
|
$
|
2.1
|
|
|
$
|
4.3
|
|
|
$
|
(101.2
|
)
|
|
$
|
(239.5
|
)
|
|
|
Cumulative
Translation
Adjustment
|
|
Derivative
Hedging
Adjustment
|
|
Debt & Equity
Securities
Adjustment
|
|
Pension
Liability
Adjustment
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||
Balance at January 1, 2015
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Current year change
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Balance at December 31, 2015
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Current year change
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Balance at December 31, 2016
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Current year change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance at December 31, 2017
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
|
Cumulative
Translation
Adjustment
|
|
Derivative
Hedging
Adjustment
|
|
Debt & Equity
Securities
Adjustment
|
|
Pension
Liability
Adjustment
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||
Balance at January 1, 2015
|
|
$
|
(244.7
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
1.6
|
|
|
$
|
(185.2
|
)
|
|
$
|
(429.0
|
)
|
Current year change
|
|
(247.3
|
)
|
|
3.0
|
|
|
(7.9
|
)
|
|
32.3
|
|
|
(219.9
|
)
|
|||||
Balance at December 31, 2015
|
|
(492.0
|
)
|
|
2.3
|
|
|
(6.3
|
)
|
|
(152.9
|
)
|
|
(648.9
|
)
|
|||||
Current year change
|
|
(123.0
|
)
|
|
(4.7
|
)
|
|
6.9
|
|
|
(9.4
|
)
|
|
(130.2
|
)
|
|||||
Balance at December 31, 2016
|
|
(615.0
|
)
|
|
(2.4
|
)
|
|
0.6
|
|
|
(162.3
|
)
|
|
(779.1
|
)
|
|||||
Current year change
|
|
470.6
|
|
|
4.5
|
|
|
3.7
|
|
|
61.1
|
|
|
539.9
|
|
|||||
Balance at December 31, 2017
|
|
$
|
(144.4
|
)
|
|
$
|
2.1
|
|
|
$
|
4.3
|
|
|
$
|
(101.2
|
)
|
|
$
|
(239.2
|
)
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
||||||||||||||||||||||||||||
|
CTA (1)
|
Derivative
Hedging
Adj.
|
Debt &
Equity
Securities
Adj.
|
Pension
Liability
Adj. (2)
|
Total
|
|
CTA
|
Derivative
Hedging
Adj.
|
Debt &
Equity
Securities
Adj.
|
Pension
Liability
Adj.
|
Total
|
||||||||||||||||||||
Beginning balance
|
$
|
(615.0
|
)
|
$
|
(2.4
|
)
|
$
|
0.6
|
|
$
|
(162.3
|
)
|
$
|
(779.1
|
)
|
|
$
|
(492.0
|
)
|
$
|
2.3
|
|
$
|
(6.3
|
)
|
$
|
(152.9
|
)
|
$
|
(648.9
|
)
|
Other comprehensive income before reclassifications
|
114.1
|
|
4.3
|
|
3.6
|
|
(0.1
|
)
|
121.9
|
|
|
(121.1
|
)
|
(5.7
|
)
|
3.9
|
|
(16.1
|
)
|
(139.0
|
)
|
||||||||||
Amounts reclassified from AOCI
|
356.5
|
|
0.2
|
|
0.1
|
|
61.2
|
|
418.0
|
|
|
(1.9
|
)
|
1.0
|
|
3.0
|
|
6.7
|
|
8.8
|
|
||||||||||
Net Other Comprehensive Income (Loss)
|
470.6
|
|
4.5
|
|
3.7
|
|
61.1
|
|
539.9
|
|
|
(123.0
|
)
|
(4.7
|
)
|
6.9
|
|
(9.4
|
)
|
(130.2
|
)
|
||||||||||
Ending balance
|
$
|
(144.4
|
)
|
$
|
2.1
|
|
$
|
4.3
|
|
$
|
(101.2
|
)
|
$
|
(239.2
|
)
|
|
$
|
(615.0
|
)
|
$
|
(2.4
|
)
|
$
|
0.6
|
|
$
|
(162.3
|
)
|
$
|
(779.1
|
)
|
|
•
|
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.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance
Beginning
of Year
|
|
Charges to
Earnings
|
|
Other (1)
|
|
Deductions (2)
|
|
Balance End
of Year
|
||||||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts - Current
|
$
|
16.5
|
|
|
$
|
0.4
|
|
|
$
|
1.0
|
|
|
$
|
(1.7
|
)
|
|
$
|
16.2
|
|
Allowance for doubtful accounts - Non-current
|
25.2
|
|
|
1.1
|
|
|
1.5
|
|
|
(4.5
|
)
|
|
23.3
|
|
|||||
Reserve for inventory
|
83.3
|
|
|
21.6
|
|
|
10.5
|
|
|
(29.6
|
)
|
|
85.8
|
|
|||||
Valuation allowances for deferred tax assets
|
148.6
|
|
|
0.2
|
|
|
(12.4
|
)
|
|
—
|
|
|
136.4
|
|
|||||
Totals
|
$
|
273.6
|
|
|
$
|
23.3
|
|
|
$
|
0.6
|
|
|
$
|
(35.8
|
)
|
|
$
|
261.7
|
|
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts - Current
|
$
|
20.4
|
|
|
$
|
5.6
|
|
|
$
|
(5.4
|
)
|
|
$
|
(4.1
|
)
|
|
$
|
16.5
|
|
Allowance for doubtful accounts - Non-current
|
27.4
|
|
|
(1.5
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
25.2
|
|
|||||
Reserve for inventory
|
76.8
|
|
|
37.0
|
|
|
(10.8
|
)
|
|
(19.7
|
)
|
|
83.3
|
|
|||||
Valuation allowances for deferred tax assets
|
215.1
|
|
|
(50.8
|
)
|
|
(15.7
|
)
|
|
—
|
|
|
148.6
|
|
|||||
Totals
|
$
|
339.7
|
|
|
$
|
(9.7
|
)
|
|
$
|
(32.3
|
)
|
|
$
|
(24.1
|
)
|
|
$
|
273.6
|
|
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts - Current
|
$
|
18.3
|
|
|
$
|
4.3
|
|
|
$
|
1.7
|
|
|
$
|
(3.9
|
)
|
|
$
|
20.4
|
|
Allowance for doubtful accounts - Non-current
|
28.6
|
|
|
3.2
|
|
|
(2.1
|
)
|
|
(2.3
|
)
|
|
27.4
|
|
|||||
Reserve for inventory
|
77.9
|
|
|
18.2
|
|
|
(6.1
|
)
|
|
(13.2
|
)
|
|
76.8
|
|
|||||
Valuation allowances for deferred tax assets
|
244.0
|
|
|
(20.6
|
)
|
|
(8.3
|
)
|
|
—
|
|
|
215.1
|
|
|||||
Totals
|
$
|
368.8
|
|
|
$
|
5.1
|
|
|
$
|
(14.8
|
)
|
|
$
|
(19.4
|
)
|
|
$
|
339.7
|
|
(1)
|
Primarily represents the impact of foreign currency exchange, business divestitures and other amounts recorded to accumulated other comprehensive income (loss).
|
(2)
|
Primarily represents the utilization of established reserves, net of recoveries.
|
Exhibit 10.21
|
[Terex Logo]
|
|
|
|
Kevin A. Barr
|
|
|
Chief Human Resources Officer
|
|
|
Office: (203) 222-5905
|
|
|
E-mail:
kevin.barr@terex.com
|
1.
|
You will be compensated at the rate of $25,000 per BI-WEEKLY pay period which annualizes to $650,000.
|
2.
|
You will be eligible to participate in the Terex Management Incentive Bonus Plan effective on your date of hire with a target set at 75% of your base salary (pro-rated for partial year participation). The eligibility for and elements of the Plan are adjusted each year by the Company and typically include formulas based on both Terex financial performance as well as individual performance. You can earn more or less than your target amount based on Terex’s financial performance and your individual performance and achievement of goals. Each year, you will be issued a copy of the Plan for that year setting forth the details, including conditions for payout, for that year. The details will be presented to you shortly after you begin employment.
|
3.
|
Subject to compliance with all applicable laws, and conditioned on the formal ratification by the Compensation Committee of the Board of Directors, you will be a participant in the Terex Corporation 2009 Omnibus Incentive Plan. Under this Plan, you will receive an initial grant of shares of Restricted Stock. In determining the number of shares the company will use a one-time valuation number of $1,600,000 whereby $1,600,000 will be divided by the closing price of Terex stock on the last business day of the month in which your employment begins to determine the appropriate number of shares. The Restricted Stock provided for you in this letter will then be issued to you on the last business day of the month during which your employment begins with the Company (the “Grant Date”). All shares vest ratably over a three (3) year period based on the Grant Date. Additional details will be presented to you shortly after you begin employment. Future eligibility, frequency, type, or amount of awards will be linked to company financial performance and individual performance and vary over time.
|
4.
|
In addition, subject to compliance with all applicable laws, and conditioned on the formal ratification of the Compensation Committee of the Board of Directors, you will be eligible for a 2017 long term incentive award in the amount of $1,950,000, which will be both time and performance based. The timing and form of this award will be consistent with the timing and form of similar 2017 long term incentive awards granted to other Terex executives. Subject to your performance and Company performance, you can anticipate that future annual long term incentive awards will be approximately three (3) times your annual base salary, with the amount, timing and form subject to the approval of the Compensation Committee of the Board of Directors.
|
5.
|
You will be eligible to participate in either the Terex Deferred Compensation Plan (“DCP”) or the ERISA Excess Plan (“EEP”) offered to senior level executives. Both the DCP and EEP Plan provide alternatives for use in deferring income taxes. There is a 25% matching contribution on eligible deferrals to the Terex Stock Fund in the DCP. There is a matching contribution of up to 5% for eligible deferrals to the EEP.
|
6.
|
You will be eligible to participate in the Terex Corporation Defined Contribution Supplemental Executive Retirement Plan which provides for an annual contribution of 10% of your annual salary and bonus earned to be deposited to the Bond Fund of the DCP. Upon hire, you will receive credit for five (5) Years of Participation, as defined in the DCP, which will be applied to the ten (10) Years of Participation requirement for vesting purposes. Additional details of this plan will be provided to you separately.
|
7.
|
The Company will provide change in control and severance protection upon commencement of your employment, which will be for twenty-four (24) months of salary, bonus, and benefits, in accordance with the provisions of the Change in Control and Severance Agreement provided to you simultaneously herewith (the “Severance Agreement” and such severance as defined therein, “Severance”).
|
8.
|
You will receive relocation reimbursement as outlined on the attachment “Relocation Expense Reimbursement.” Should you resign or be released for cause, as determined by the Company in its sole discretion, within one (1) year of relocation, you would be required to repay the Company a prorated amount of the total relocation expenses based on the number of full months of employment after relocation (e.g. if after relocation you worked for 9 months and then resigned, you would be required to repay twenty-five percent of your relocation expenses).
|
9.
|
You will be eligible for twenty working days (20) of paid vacation annually. This will be pro-rated for your first year, based on your date of hire.
|
10.
|
Following two (2) years of service and subject to the approval of the Board of Directors of Terex Corporation, you will have the ability to serve as an external member on a Board of Directors.
|
11.
|
Terex Corporation currently offers a comprehensive benefits program including medical, dental, vision, life insurance, and disability benefits, a 401 (k) plan with a Company match, and an employee stock purchase plan with a Company match. Benefits for eligible team members become effective 1
st
of the month coinciding with or following 30 days of employment unless otherwise noted. Additional details will be mailed to you under separate cover.
|
12.
|
Your employment with Terex Corporation will start on a date to be arranged but it is expected to start on or before February 27, 2017.
|
(a)
|
You agree that you will not at any time, either during your employment with Terex or thereafter, divulge to any person, firm or corporation outside of Terex Corporation, any confidential or privileged information or trade secrets received by you during the course of your employment, with regard to the financial, business operations, manufacturing methods, processes, know-how, or procedures of Terex Corporation, or any of its affiliated
|
(b)
|
You agree that you will not at any time during the period of your employment hereunder engage in any business or own or control any interest in, or act as a director, officer, team member, agent or consultant of, any firm, corporation, partnership or other entity, directly or indirectly engaged in the business being conducted by Terex Corporation, or its affiliated companies, parent or subsidiaries, or which manufactures or sells products which are in direct competition with the products sold by Terex Corporation, or its affiliated companies, parent or subsidiaries.
|
Relocation Allowance
|
Lump sum payment of $55,000, to be paid within 30 days of relocation to Westport. Paid through local Terex payroll. Taxable, not grossed-up.
|
Closing Costs – Sale of Primary Residence
|
Normal and customary closing costs, including licensed broker’s sale commission up to a maximum of 6% of the contract sale price.
|
House Hunting Trips
|
Two trips, not to exceed ten days total.
|
Closing Costs – Purchase of Primary Residence
|
Normal and customary closing costs.
|
Temporary Living Expense
|
Up to 45 days.
|
Movement of Household Goods
|
Full service includes packing and partial unpacking. Some limitations apply.
|
Storage
|
Up to 45 days.
|
Family Travel to new Location
|
Reimbursement for reasonable travel expenses, including meals and lodging, for the employee and immediate family while en route to the new location.
|
Tax Gross-up of Applicable Items
|
Relocation expenses will be grossed-up at the employee’s tax rate.
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
A.S.V. Holding, LLC
|
Minnesota
|
B-L Pegson Limited
|
United Kingdom
|
Brown Lenox & Co. Limited
|
United Kingdom
|
CBI Europe B.V.
|
Netherlands
|
Continental Biomass Holding B.V.
|
Netherlands
|
CMI Terex Corporation
|
Oklahoma
|
Fermec Holdings Ltd.
|
United Kingdom
|
Fermec International Ltd.
|
United Kingdom
|
Fermec Manufacturing Ltd.
|
United Kingdom
|
Finlay Hydrascreen (Omagh) Limited
|
N. Ireland
|
Genie Australia Wholesale Pty. Ltd.
|
Australia
|
Genie Cayman Holdings
|
Cayman Islands
|
Genie France S.A.R.L.
|
France
|
Genie Industries Iberica, S.L.
|
Spain
|
Genie Industries, B.V.
|
The Netherlands
|
Genie Industries, Inc.
|
Washington
|
Genie International Holdings, Ltd.
|
United Kingdom
|
Genie Korea Ltd.
|
Korea
|
Genie UK Limited
|
United Kingdom
|
Gen-National Insurance Co. Ltd.
|
Bermuda
|
Gru Comedil S.r.l.
|
Italy
|
Industrial Conveyors Sdn Bhd
|
Malaysia
|
J.C. Abbott & Co. Limited
|
United Kingdom
|
Jaques International Holdings Pty. Ltd.
|
Australia
|
New Terex Holdings UK Limited
|
United Kingdom
|
Pegson Group Limited
|
United Kingdom
|
Platform Service and Repair Limited
|
United Kingdom
|
Power Legend International Limited
|
Cayman Islands
|
Power Legend Industries Limited
|
British Virgin Islands
|
Powerscreen International (U.K.) Limited
|
United Kingdom
|
Powerscreen International Limited
|
United Kingdom
|
Powerscreen Limited
|
Ireland
|
Powerscreen USA LLC
|
Kentucky
|
Schaeff & Co.
|
United Kingdom
|
Schaeff Grundbesitz GmbH & Co. OHG
|
Germany
|
Schaeff Limited
|
United Kingdom
|
Schaeff Service Limited
|
United Kingdom
|
Sempurna Enterprise (Malaysia) Sdn Bhd
|
Malaysia
|
Terex Advance Mixer, Inc.
|
Delaware
|
Terex Aerials Limited
|
Ireland
|
Terex Aerials, Inc.
|
Wisconsin
|
Terex Asia
|
Mauritius
|
Terex Australia Pty. Ltd.
|
Australia
|
Terex Betim Equipamento Ltda
|
Brazil
|
Terex Canada Ltd.
|
Canada
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Terex Chile Limitada
|
Chile
|
Terex (China) Investment Co., Ltd.
|
China
|
Terex (Changzhou) Machinery Co., Ltd.
|
China
|
Terex Cranes Germany GmbH
|
Germany
|
Terex Cranes Real Estate Verwaltungs GmbH
|
Germany
|
Terex Cranes Real Estate Verwaltungs GmbH & Co. KG
|
Germany
|
Terex Cranes Spain, S.A.
|
Spain
|
Terex Cranes UK Limited
|
United Kingdom
|
Terex Distribution Limited
|
United Kingdom
|
Terex Deutschland Bau-Beteiligungen GmbH
|
Germany
|
Terex Deutschland GmbH
|
Germany
|
Terex Equipment & Machinery España S.L.U.
|
Spain
|
Terex Equipment Middle East LLC
|
United Arab Emirates
|
Terex European Holdings B.V.
|
The Netherlands
|
Terex Finance and Lease (China) Limited
|
China
|
Terex Financial Services, Inc.
|
Delaware
|
Terex Financial Services Europe Limited
|
United Kingdom
|
Terex France SA
|
France
|
Terex GB Limited
|
United Kingdom
|
Terex Germany GmbH & Co. K.G.
|
Germany
|
Terex Global GmbH
|
Switzerland
|
Terex India Private Limited
|
India
|
Terex International Financial Services Company Unlimited Company
|
N. Ireland
|
Terex Italia S.r.l.
|
Italy
|
Terex Japan K.K.
|
Japan
|
Terex Latin America Equipamentos Ltda.
|
Brazil
|
Terex Latin America, S. de R.L. de C.V.
|
Mexico
|
Terex Makina Satis Anonim Sirketi
|
Turkey
|
Terex Master Trust
|
Delaware
|
Terex Malaysia Sdn Bhd
|
Malaysia
|
Terex Middle East FZE
|
United Arab Emirates
|
Terex Netherlands Holdings B.V.
|
The Netherlands
|
Terex Operations Italy SrL
|
Italy
|
Terex Pegson Limited
|
United Kingdom
|
Terex Roadbuilding Europe N.V.
|
Belgium
|
Terex S.A. (Proprietary) Limited
|
South Africa
|
Terex Scandinavia AB
|
Sweden
|
Terex (Shanghai) Management Co., Ltd.
|
China
|
Terex Singapore Pte. Ltd.
|
Singapore
|
Terex South Dakota, Inc.
|
Delaware
|
Terex (Thailand) Limited
|
Thailand
|
Terex United Kingdom Limited
|
United Kingdom
|
Terex USA, LLC
|
Delaware
|
Terex Utilities, Inc.
|
Oregon
|
Terex Verwaltungs GmbH
|
Austria
|
Terex Washington, Inc.
|
Washington
|
Webster Schaeff & Co. 2000
|
United Kingdom
|
SIGNATURE
|
TITLE
|
DATE
|
/s/ John L. Garrison, Jr
|
President, Chief Executive Officer and Director
|
February 11, 2018
|
John L. Garrison, Jr.
|
(Principal Executive Officer)
|
|
|
|
|
/s/ John D. Sheehan
|
Senior Vice President and Chief Financial Officer
|
February 16, 2018
|
John D. Sheehan
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Mark I. Clair
|
Vice President, Controller & Chief Accounting Officer
|
February 16, 2018
|
Mark I. Clair
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ Paula H. J. Cholmondeley
|
Director
|
February 12, 2018
|
Paula H. J. Cholmondeley
|
|
|
|
|
|
/s/ Don DeFosset
|
Director
|
February 11, 2018
|
Don DeFosset
|
|
|
|
|
|
/s/ Thomas J. Hansen
|
Director
|
February 11, 2018
|
Thomas J. Hansen
|
|
|
|
|
|
/s/ Matthew P. Hepler
|
Director
|
February 12, 2018
|
Matthew P. Hepler
|
|
|
|
|
|
/s/ Raimund Klinkner
|
Director
|
February 9, 2018
|
Raimund Klinkner
|
|
|
|
|
|
/s/ Andra M. Rush
|
Director
|
February 12, 2018
|
Andra M. Rush
|
|
|
|
|
|
/s/ David A. Sachs
|
Non-Executive Chairman and Director
|
February 13, 2018
|
David A. Sachs
|
|
|
|
|
|
/s/ Oren G. Shaffer
|
Director
|
February 9, 2018
|
Oren G. Shaffer
|
|
|
|
|
|
/s/ David C. Wang
|
Director
|
February 8, 2018
|
David C. Wang
|
|
|
|
|
|
/s/ Scott W. Wine
|
Director
|
February 11, 2018
|
Scott W. Wine
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Terex Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this annual report on Form 10-K of Terex Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ John L. Garrison, Jr.
|
|
John L. Garrison, Jr.
|
|
President and Chief Executive Officer
|
|
|
|
February 16, 2018
|
|
/s/ John D. Sheehan
|
|
John D. Sheehan
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
|
|
|
February 16, 2018
|