Attached files

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EX-32 - EXHIBIT 32 CEO AND CFO CERTFICATION - TEREX CORPtex123117ex-32.htm
EX-31.2 - EXHIBIT 31.2 CFO CERTIFICATION - TEREX CORPtex123117ex-312.htm
EX-31.1 - EXHIBIT 31.1 CEO CERTIFICATION - TEREX CORPtex123117ex-311.htm
EX-24.1 - EXHIBIT 24.1 POWER OF ATTORNEY - TEREX CORPtex123117ex-241.htm
EX-23.1 - EXHIBIT 23.1 CONSENT OF INDEPENDANT REGISTERED PUBLIC ACCOUNTING FIRM PWC - TEREX CORPtex123117ex-231.htm
EX-21.1 - EXHIBIT 21.1 SUBSIDIARIES OF TEREX CORP - TEREX CORPtex123117ex-211.htm
EX-12 - EXHIBIT 12 CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES - TEREX CORPtex123117ex-12.htm
EX-10.21 - EXHIBIT 10.21 EMPLOYMENT LETTER FROM TEREX CORP SIGNED BY JOHN SHEEHAN - TEREX CORPtex123117ex-1021.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

FOR ANNUAL AND TRANSITIONAL REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2017
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-10702
TEREX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 
34-1531521
(State of Incorporation)
 
(IRS Employer Identification No.)
200 Nyala Farm Road, Westport, Connecticut
 
06880
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (203) 222-7170
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK, $.01 PAR VALUE
(Title of Class)
NEW YORK STOCK EXCHANGE
(Name of Exchange on which Registered)
Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
YES x
NO o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act.
 
YES o
NO x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
 
YES x
NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
YES x
NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one):
Large Accelerated Filer  x
Accelerated Filer  o
Non-accelerated Filer  o  
Smaller Reporting Company  o
Emerging growth company  o
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
YES o
NO x
The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the Registrant was approximately $3,314 million based on the last sale price on June 30, 2017.

The number of shares of the Registrant’s common stock outstanding was 81.0 million as of February 12, 2018.

DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Terex Corporation Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the year covered by this Form 10-K with respect to the 2018 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.




As used in this Annual Report on Form 10-K, unless otherwise indicated, Terex Corporation, together with its consolidated subsidiaries, is referred to as “Terex,” the “Registrant,” “us,” “we,” “our” or the “Company.” This Annual Report generally speaks as of December 31, 2017, unless specifically noted otherwise.

Forward-Looking Information

Certain information in this Annual Report includes forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995) regarding future events or our future financial performance that involve certain contingencies and uncertainties, including those discussed below in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contingencies and Uncertainties.” In addition, when included in this Annual Report or in documents incorporated herein by reference, the words “may,” “expects,” “should,” “intends,” “anticipates,” “believes,” “plans,” “projects,” “estimates” and the negatives thereof and analogous or similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statement is not forward-looking. We have based these forward-looking statements on current expectations and projections about future events. These statements are not guarantees of future performance. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Such risks and uncertainties, many of which are beyond our control, include, among others:

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.

Actual events or our actual future results may differ materially from any forward-looking statement due to these and other risks, uncertainties and significant factors. The forward-looking statements contained herein speak only as of the date of this Annual Report and the forward-looking statements contained in documents incorporated herein by reference speak only as of the date of the respective documents. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained or incorporated by reference in this Annual Report to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.


2




TEREX CORPORATION AND SUBSIDIARIES
Index to Annual Report on Form 10-K
For the Year Ended December 31, 2017

PAGE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

3



PART I


ITEM 1.
BUSINESS

GENERAL

Our Company was incorporated in Delaware in October 1986 as Terex U.S.A., Inc. Since that time, we have changed significantly, and much of this change has been historically accomplished through acquisitions and managing our portfolio of companies by divestiture of non-core businesses and products. Today, Terex is a global manufacturer of aerial work platforms, cranes and materials processing machinery. We design, build and support products used in construction, maintenance, manufacturing, energy, minerals and materials management applications. Our products are manufactured in North and South America, Europe, Australia and Asia and sold worldwide. We engage with customers through all stages of the product life cycle, from initial specification and financing to parts and service support. We continue to focus on becoming an industry leading operating company.

We manage and report our business in the following segments: (i) Aerial Work Platforms (“AWP”); (ii) Cranes; and (iii) Material Processing (“MP”).

Further information about our industry and reportable segments, including geographic information, appears in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note C – “Business Segment Information” in the Notes to the Consolidated Financial Statements.

AERIAL WORK PLATFORMS

Our AWP segment designs, manufactures, services and markets aerial work platform equipment, telehandlers and light towers. Products include portable material lifts, portable aerial work platforms, trailer-mounted articulating booms, self-propelled articulating and telescopic booms, scissor lifts, telehandlers and trailer-mounted light towers as well as their related components and replacement parts. Customers use these products to construct and maintain industrial, commercial and residential buildings and facilities and for other commercial operations, as well as in a wide range of infrastructure projects. We market aerial work platform products principally under the Terex® and Genie® brand names.

AWP has the following significant manufacturing operations:

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.

We have a parts and logistics center located in North Bend, Washington for our aerial work platform equipment. Additionally, a portion of our aerial work platform parts business is conducted at a shared Terex facility in Southaven, Mississippi. Our European, Asian Pacific and Latin American parts and logistics operations are conducted through out-sourced facilities.


4



CRANES

Our Cranes segment designs, manufactures, services, refurbishes and markets mobile telescopic cranes (all terrain cranes, rough terrain cranes, truck-mounted cranes (boom trucks), truck cranes, and pick and carry cranes), lattice boom crawler cranes, tower cranes and utility equipment, as well as their related components and replacement parts. Customers use these products primarily for construction, repair and maintenance of commercial buildings, manufacturing facilities, energy related projects, construction and maintenance of utility and telecommunication lines, tree trimming, certain construction and foundation drilling applications and a wide range of infrastructure projects. We market our Cranes products principally under the Terex® and Demag® brand names.
Cranes has the following significant manufacturing operations:

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.

We also provide service and support for utility and aerial products in the U.S. through a network of service branches and field service operations. We have announced plans to exit and sell our facility in Betim, Brazil.

We have a minority interest in a Chinese company which manufactures truck cranes and truck-mounted cranes in China.

MATERIALS PROCESSING

Our MP segment designs, manufactures and markets materials processing and specialty equipment, including crushers, washing systems, screens, apron feeders, material handlers, wood processing, biomass and recycling equipment, concrete mixer trucks and concrete pavers, and their related components and replacement parts. Customers use these products in construction, infrastructure and recycling projects, in various quarrying and mining applications, as well as in landscaping and biomass production industries, material handling applications, and in building roads and bridges. We market our MP products principally under the Terex®, Powerscreen®, Fuchs®, Evoquip® and CBI® brand names and the Terex® name in conjunction with certain historic brand names.

MP has the following significant manufacturing operations:

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.

We have North American distribution centers in Louisville, Kentucky and Southaven, Mississippi and service centers in Australia, Thailand, Turkey and Malaysia.

OTHER

We may assist customers in their rental, leasing and acquisition of our products through Terex Financial Services (“TFS”). TFS uses its equipment financing experience to provide financing solutions to our customers who purchase our equipment. TFS continually evaluates the level to which it provides direct customer financing versus utilizing third party funding to meet its business objectives.

5




In the United States and on a limited basis in China, TFS originates and services financing transactions directly with end-user customers, distributors and rental companies. Most of the transactions are fixed and floating rate loans; however, TFS also provides sales-type leases, operating leases and rentals. In the normal course of business, loans and leases are sold to financial institutions with which TFS has established relationships. Globally, TFS also facilitates financing transactions directly between our customers and third party financial institutions. TFS also arranges wholesale financing for dealers and distributors who sell our equipment to end users.  These financing arrangements are third party financings between the dealer/distributor and the financial institutions with which TFS has established relationships.

TFS continually monitors used equipment values of Terex equipment in the secondary market sales channels for all of our equipment categories. This provides a basis for TFS to project future values of equipment for the underwriting of leases or loans. These secondary market sales channels are also used for re-marketing any equipment which is returned at end of lease, or is repossessed in case of a customer default. TFS uses the resale channel which maximizes proceeds and/or mitigates risk for Terex and our funding partners.

DISCONTINUED OPERATIONS

Material Handling and Port Solutions (“MHPS”)

On January 4, 2017, we completed the disposition of our MHPS business (the “Disposition”) to Konecranes Plc (“Konecranes”). The MHPS business sold constituted the entirety of one of our previous reportable operating segments and comprised two of our six previous reporting units, represented a significant portion of our revenues and assets, and is therefore accounted for as a discontinued operation for all periods presented. The Disposition represented a significant strategic shift in our business away from universal, process, mobile harbor and ship-to-shore cranes that will have a major effect on our future operating results.

See Note B – “Sale of MHPS Business” and Note E – “Discontinued Operations and Assets and Liabilities Held for Sale” in the Notes to the Consolidated Financial Statements for further information regarding the Disposition and our discontinued operations.

BUSINESS STRATEGY

Terex is a specialized manufacturer of capital equipment and related services. Our goal is to design, manufacture and market equipment and services that provide superior life-cycle return on invested capital to our customers (“Customer ROIC”). Customer ROIC is a key focus of our organization and is central to our ability to generate returns for investors.

We operate our business based on our value system, “The Terex Way.” The Terex Way values shape the culture of our Company and reflect our collective commitment to what it means to be a part of Terex. The Terex Way is based on six key values:

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.

During 2016, Terex began implementing a strategic transformation that has three principal elements:

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.


6



The “Focus” element of this strategy concentrated our business portfolio in product categories where we are among the market leaders. Where we were not among the market leaders our strategy has been to either divest those product lines or pursue a business strategy which we believe will enable us to become a market leader. Work related to this strategic theme involved review of all businesses in the portfolio from the perspectives of market attractiveness and competitive position. Several portfolio actions were taken as a result, including the sale of our former MHPS segment and sale of certain of our former Construction segment product lines. We now consider the Focus element of our strategy to be complete.

The “Simplify” element of the Terex strategy is centered on complexity reduction and cost management. Historically, Terex has grown through acquisitions and our businesses were generally operated autonomously. This resulted in a complex legal entity structure, multiple financial systems, and high organizational complexity. As part of our transformational strategy, we are addressing these issues and are implementing strategic initiatives to simplify our structure, footprint and processes. We are working to flatten and streamline the organization. We have undertaken finance initiatives that will simplify the way that we measure and manage the Company day-to-day. We are also simplifying the Company’s manufacturing footprint by reducing the number of production facilities, sharing facilities across businesses, and driving aggressive productivity improvement within the facilities we operate. We have already exited 12 facilities around the world. In total, our actions have eliminated approximately 2.6 million square feet, or 27%, of our global footprint. We have also reduced our number of legal entities by over 70 legal entities, or 40%, since the end of 2016, resulting in the fewest number of legal entities since 1999. Our smaller manufacturing footprint and simpler legal structure is expected to enable streamlined business processes and lower costs.

The third major theme of the Terex strategy is “Execute to Win” (“ETW”), which is a focus on three key management processes: Talent development, strategy development and deployment, and operational excellence. ETW represents a major change in the philosophy of our Company in terms of where and how work is done. Our goal is to become operationally excellent, balancing desire for business autonomy with the need for overall efficiency and relying on process excellence as a critical enabler of both business and company performance. We are implementing three specific near-term transformational priorities in our Execute to Win initiatives.

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.

Each of these activities is being managed as a company-wide priority, with leadership from the center and support from within Terex businesses. Implementation involves a wide-ranging set of actions that are intended to deliver step-change performance improvement. These actions appropriately balance the unique needs of specific businesses with overall potential for efficiency and for leverage on investments. Our long-term financial plan includes major contributions in these three areas as well as improved processes that will become foundational drivers for differentiating Terex in the years ahead.

Capital allocation is the final element of our overall strategy. We view capital allocation priorities (in order) as follows:

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)

During 2017, we repaid debt, net of debt issuances, of approximately $583 million and repurchased approximately $924 million of our common stock.

Execution of our strategy of Focus, Simplify and Execute to Win was announced in 2016 and we do not anticipate material deviation from this strategy over the next several years. With Focus now complete and Simplify well underway, the bulk of our effort will now be concentrated on Execute to Win and on steadily improving cash flow to enable the capital allocation priorities outlined above.


7



PRODUCTS

AERIAL WORK PLATFORMS

AERIAL WORK PLATFORMS. Aerial work platform equipment safely positions workers and materials easily and quickly to elevated work areas to enhance productivity. These products have developed as alternatives to scaffolding and ladders. We offer a variety of aerial lifts that are categorized into six product families: portable material lifts; portable aerial work platforms; trailer-mounted articulating booms; self-propelled articulating and self-propelled telescopic booms; and scissor lifts.

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.

TELEHANDLERS. Telehandlers move and place materials on residential and commercial construction sites and are used in the energy and infrastructure industries.

LIGHT TOWERS. Trailer-mounted light towers are used primarily to light work areas for construction, entertainment, emergency assistance and security during nighttime or low light applications.

CRANES

We offer a wide variety of cranes, including mobile telescopic cranes, lattice boom crawler cranes, tower cranes, and utility equipment.

MOBILE TELESCOPIC CRANES. Mobile telescopic cranes are used primarily for industrial applications, in commercial and public works construction, and in maintenance applications to lift equipment or material. We offer a complete line of mobile telescopic cranes, including rough terrain cranes, truck cranes, truck-mounted cranes (boom trucks), all terrain cranes and pick and carry cranes.

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.

LATTICE BOOM CRAWLER CRANES. Lattice boom crawler and lattice boom pedestal cranes are designed to lift material on rough terrain. The boom is made of tubular steel sections, which, together with the base unit, are transported to and erected at a construction site. Applications include infrastructure building, wind turbine erection, construction of nuclear power and petrochemical plants and heavy lifting within oil refineries and the construction industry.


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TOWER CRANES. Tower cranes are often used in urban areas where space is constrained and in long-term or very high building sites. Tower cranes lift construction material and place the material at the point of use. We produce the following types of tower cranes:

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.

UTILITY EQUIPMENT. Our utility products include digger derricks, auger drills, insulated and non-insulated aerial devices and cable placers. These products are used by electric utilities, tree care companies, telecommunications and cable companies, and the related construction industries, as well as by government organizations.

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.

SERVICES. We offer a range of services for aerial work platform and utility equipment consisting of inspections, preventative maintenance, general repairs, reconditioning, refurbishment, modernization and spare parts, as well as consultancy and training services. Our services are provided on our own products and on third-party products and related equipment.

MATERIALS PROCESSING

Materials processing equipment is used in processing aggregate materials for building applications and is also used in the quarrying, mining, demolition, recycling, landscaping and biomass production industries. Our materials processing equipment includes crushers, screens and feeders, washing systems as well as wood and biomass chippers.

We manufacture a range of jaw, impactor (both horizontal and vertical shaft) and cone crushers, as well as base crushers for integration within mobile, modular and static plants.

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.


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Our screening and feeder equipment includes:

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.

Washing system products include mobile and static wash plants incorporating separation, washing, scrubbing, dewatering and stockpiling. We manufacture mobile and stationary rinsing screens, scrubbing systems, sand screw dewaterers, bucket-wheel dewaterers, hydrocyclone plants for efficient silt extraction and a range of stockpiling conveyors. Washing systems operate in the aggregates, recycling, mining and industrial sands segments.

Wood processing biomass and recycling equipment includes grinders, chippers, compost turners, shredders, and debarking systems. This equipment is used in, among other things, the pulp and paper, wood energy, green waste/construction and demolition recycling industries.

SPECIALTY EQUIPMENT. We manufacture material handlers, concrete mixer trucks and concrete pavers.

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.

PRODUCT CATEGORY SALES

The following table lists our main product categories and their percentage of our total sales:

 
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
%
    
(1) As of December 31, 2017, we sold all of our businesses that manufactured compact construction equipment.



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BACKLOG

Our backlog for continuing operations as of December 31, 2017 and 2016 was as follows:
 
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


We define backlog as firm orders that are expected to be filled within one year, although there can be no assurance that all such backlog orders will be filled within that time. Our backlog orders represent primarily new equipment orders. Parts orders are generally filled on an as-ordered basis.

Our management views backlog as one of many indicators of the performance of our business. Because many variables can cause changes in backlog and these changes may or may not be of any significance, we consequently view backlog as an important, but not necessarily determinative, indicator of future results. High backlog can indicate a high level of future sales; however, when backlogs are high, this may also reflect a high level of production delays, which may result in future order cancellations. Low backlog may indicate less future sales; however, they may also reflect a rapid ability to fill orders.

Our overall backlog amounts at December 31, 2017 increased $558.6 million from our backlog amounts at December 31, 2016, primarily due to higher orders across all business segments, partially offset by the disposition of remaining construction equipment product lines. The positive impact of foreign exchange rate changes on 2017 backlog was approximately 8% when compared to 2016.

AWP segment backlog at December 31, 2017 increased approximately 51% from our backlog amounts at December 31, 2016. This increase from the prior year was primarily due to higher global demand for aerial equipment, particularly in North America and Western Europe, and earlier fleet ordering due to increased customer confidence. The positive impact of foreign exchange rate changes on 2017 backlog was approximately 6% when compared to 2016.

The backlog at our Cranes segment increased approximately 70% from December 31, 2016. This increase from the prior year was driven by the global cranes market starting to stabilize. North American markets are improving due to higher oil prices and a generally positive economic environment. European markets are starting to see modest growth and our new product introductions continue to be well received.  In addition, we saw an increase in investment activity in Australia throughout the year after being down for several years. The positive impact of foreign exchange rate changes on 2017 backlog was approximately 11% when compared to 2016.

Our MP segment backlog at December 31, 2017 increased approximately 47% from December 31, 2016. The increase in backlog over the prior year was primarily due to higher demand for mobile crushing and screening equipment, Fuchs material handlers, and environmental equipment partially offset by lower demand for concrete products in the U.S. The positive impact of foreign exchange rate changes on 2017 backlog was approximately 9% when compared to 2016.

The decrease in Corporate and other backlog was due to the disposition of our remaining construction equipment product lines in 2017.

DISTRIBUTION

We distribute our products through a global network of dealers, rental companies, major accounts and direct sales to customers.

AERIAL WORK PLATFORMS

Our aerial work platform, telehandler and light tower products are distributed principally through a global network of rental companies and independent distributors. We employ sales representatives who service these channel partners from offices located throughout the world.

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CRANES

We market our crane products globally, optimizing assorted channel marketing systems, including a distribution network and a direct sales force. We have direct sales, primarily to specialized crane rental companies, in certain crane markets such as Australia, the United Kingdom, Germany, Spain, Belgium, Italy, France, Scandinavia and China to offer comprehensive service and support to customers. Distribution via a distributor network is often utilized in other geographic areas, including the United States and Canada where we also sell directly to key accounts.

We sell utility equipment to the utility and municipal markets through a direct sales model in certain territories and through independent distributors in North America. Outside of North America, independent distributors sell our utility equipment directly to customers.

MATERIALS PROCESSING

We distribute our products through a global network of independent distributors, rental companies, major accounts and direct sales to customers.

RESEARCH, DEVELOPMENT AND ENGINEERING

We maintain engineering staff primarily at our manufacturing locations to conduct research, development and engineering for site-specific products. We have also established competency centers that support entire segments from single locations in certain fields such as control systems. Our businesses also assess global trends to understand future needs of our customers and help us decide which technologies to implement in future development projects. In addition, our engineering center in India supports our engineering teams worldwide through new product design, existing product design improvement and development of products for local markets. Continually monitoring our materials, manufacturing and engineering costs is essential to identify possible savings, then leverage those savings to improve our competitiveness and our customers’ return on investment. Our research, development and engineering expenses are primarily incurred to develop (i) additional applications and extensions of our existing product lines to meet customer needs and take advantage of growth opportunities, and (ii) customer responsive enhancements and continuous cost improvements of existing products.

Our engineering focus mirrors the business priorities of delivering customer responsive solutions, growing in developing markets, complying with evolving regulatory standards in our global markets and applying our lean manufacturing principles by standardizing products, rationalizing components and strategically aligning with select global suppliers. Our engineering teams in China and India represent our commitment to engineering products for developing markets. They take equipment technology from the developed markets and translate it to appropriate technology for developing markets using the experience and cultural understanding of engineering teams native to those markets.

Product change driven by regulations requiring Tier 4 emissions compliance in most of our diesel engine powered machinery has been an important part of our engineering priorities over the last several years, including in 2017, but is now largely completed. The newest emission reduction program introduced in Europe, known as Stage V, will begin to drive further engine emissions related product development in 2018. Product innovation has become a core element of our growth strategy; we have re-invigorated and increased our emphasis on creating new models and meeting the demands of our customers. Robust product development pipelines are in place, which we expect will continue to bring new, differentiated products to the market in the years ahead. We have also focused on producing more cost-effective product solutions across various segments.

We will continue our commitment to appropriate levels of research, development and engineering spending in order to meet our customer needs, uphold competitive functionality of our products and maintain regulatory compliance in all the markets that we serve.

MATERIALS

Information regarding principal materials, components and commodities and any risks associated with these items are included in Item 7A. – “Quantitative and Qualitative Disclosures about Market Risk – Commodities Risk.”


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COMPETITION

We face a competitive global manufacturing market for all of our products. We compete with other manufacturers based on many factors, particularly price, performance and product reliability. We generally operate under a best value strategy, where we attempt to offer our customers products that are designed to improve customers’ return on invested capital. However, in some instances, customers may prefer the pricing, performance or reliability aspects of a competitor’s product despite our product pricing or performance. We do not have a single competitor across all business segments. The following table shows the primary competitors for our products in the following categories:
BUSINESS SEGMENT
 
PRODUCTS
 
PRIMARY COMPETITORS
Aerial Work Platforms
 
Portable Material Lifts and Portable Aerial Work Platforms
 
Oshkosh (JLG), Vestil, Sumner and Wesco
 
 
 
 
 
 
 
Boom Lifts
 
Oshkosh (JLG), Haulotte, Linamar (Skyjack), Xtreme/Tanfield (Snorkel) and Aichi
 
 
 
 
 
 
 
Scissor Lifts
 
Oshkosh (JLG), Linamar (Skyjack), Haulotte, Manitou and Xtreme/Tanfield (Snorkel)
 
 
 
 
 
 
 
Telehandlers
 
Oshkosh (JLG, Skytrak, Caterpillar and Lull brands), JCB, CNH, Merlo and Manitou (Gehl)
 
 
 
 
 
 
 
Trailer-mounted Light Towers
 
Allmand Bros., Generac, Wacker Neuson and Doosan
 
 
 
 
 
Cranes
 
Mobile Telescopic Cranes
 
Liebherr, Manitowoc (Grove), Tadano-Faun, Link-Belt, XCMG, Kato, Zoomlion and Sany
 
 
 
 
 
 
 
Tower Cranes
 
Liebherr, Manitowoc (Potain), Comansa, Jaso, Zoomlion, XCMG and Wolffkran
 
 
 
 
 
 
 
Lattice Boom Crawler Cranes
 
Manitowoc, Link-Belt, Liebherr, Sennebogen,
Hitachi, Kobelco, XCMG, Zoomlion, Fushun and Sany
 
 
 
 
 
 
 
Lattice Boom Truck Cranes
 
Liebherr, Link Belt
 
 
 
 
 
 
 
Truck-Mounted Cranes
 
Manitowoc (National Crane), Altec and Manitex
 
 
 
 
 
 
 
Utility Equipment
 
Altec and Time Manufacturing
 
 
 
 
 
Materials Processing
 
Crushing Equipment
 
Metso, Astec Industries, Sandvik, McCloskey, Komatsu and Kleemann
 
 
 
 
 
 
 
Screening Equipment
 
Metso, Astec Industries, McCloskey, Kleemann and Sandvik
 
 
 
 
 
 
 
Washing systems
 
McLanahan, Astec Industries and CDE Global
 
 
 
 
 
 
 
Wood processing biomass and recycling
 
Vermeer, Bandit, Morbark, Astec Industries, Doppstadt, Komptech and Hammell
 
 
 
 
 
 
 
Material Handlers
 
Liebherr, Sennebogen, Linkbelt, Exodus and Caterpillar
 
 
 
 
 
 
 
Concrete Pavers
 
Gomaco, Wirtgen, Power Curbers and Guntert & Zimmerman
 
 
 
 
 
 
 
Concrete Mixer Trucks
 
Oshkosh, Kimble and Continental Manufacturing
 
 
 
 
 

MAJOR CUSTOMERS

None of our customers individually accounted for more than 10% of our consolidated net sales in 2017. In 2017, our largest customer accounted for less than 5% of our consolidated net sales and our top ten customers in the aggregate accounted for less than 20% of our consolidated net sales.

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EMPLOYEES

As of December 31, 2017, we had approximately 10,700 employees; including approximately 5,000 employees in the U.S. Approximately one percent of our employees in the U.S. are represented by labor unions. Outside of the U.S., we enter into employment contracts and collective agreements in those countries in which such relationships are mandatory or customary. The provisions of these agreements correspond in each case with the required or customary terms in the subject jurisdiction. We generally consider our relations with our employees to be good.

PATENTS, LICENSES AND TRADEMARKS

We use proprietary materials such as patents, trademarks, trade secrets and trade names in our operations and take actions to protect these rights.

We use several significant trademarks and trade names, most notably the Terex®, Genie®, Powerscreen®, Demag®, Fuchs® and CBI® trademarks. The other trademarks and trade names that we use include registered trademarks of Terex Corporation or its subsidiaries. Demag® is a registered trademark of Demag IP Holdings GmbH, which is a joint venture owned 50% by Terex and 50% by Konecranes.

We have many patents that we use in connection with our operations and most of our products contain some proprietary technology. Many of these patents and related proprietary technology are important to the production of particular products; however, overall, our patents, taken together, are not material to our business or our overall financial results.

Currently, we are engaged in various legal proceedings with respect to intellectual property rights. While the outcome of these matters cannot be predicted with certainty, we believe the outcome of such matters will not have a material adverse effect, individually or in aggregate, on our business or operating performance. For more detail, see “Item 3 – Legal Proceedings.”

SAFETY AND ENVIRONMENTAL CONSIDERATIONS

As part of The Terex Way, we are committed to providing a safe and healthy environment for our team members, and strive to provide quality products that are safe to use and operate in an environmentally conscious and respectful manner.

We generate hazardous and non-hazardous wastes in the normal course of our manufacturing operations. As a result, we are subject to a wide range of environmental laws and regulations. All of our employees are required to obey all applicable health, safety and environmental laws and regulations and must observe the proper safety rules and environmental practices in work situations. These laws and regulations govern actions that may have adverse environmental effects, such as discharges to air and water, and require compliance with certain practices when handling and disposing of hazardous and non-hazardous wastes. These laws and regulations would also impose liability for the costs of, and damages resulting from, cleaning up sites, past spills, disposals and other releases of hazardous substances, should any of such events occur. We are committed to complying with these standards and monitoring our workplaces to determine if equipment, machinery and facilities meet specified safety standards. Each of our manufacturing facilities is subject to an environmental audit at least once every five years to monitor compliance and no incidents have occurred which required us to pay material amounts to comply with such laws and regulations. We are dedicated to seeing that safety and health hazards are adequately addressed through appropriate work practices, training and procedures. For example, we continue to reduce lost time injuries in the workplace and work toward a world-class level of safety practices in our industry.

We are dedicated to product safety when designing and manufacturing our equipment. Our equipment is designed to meet all applicable laws, regulations and industry standards for use in their markets. We continually incorporate safety improvements in our products. We maintain an internal product safety team that is dedicated to improving safety and investigating and resolving any product safety issues that may arise.

The use and operation of our equipment in an environmentally conscious manner is an important priority for us. We are aware of global discussions regarding climate change and the impact of greenhouse gas emissions on global warming. We are increasing our production of products that have lower greenhouse gas emissions in response to both regulatory initiatives and anticipated market demand trends. For example, starting in 2010, one of our most significant design priorities was to include Tier 4 emission compliant diesel engines in our machinery which continued to be a priority in 2017, but is now largely completed. The newest emission reduction program introduced in Europe, known as Stage V, will now begin to drive further engine emissions related product development in 2018. Our segments also offer products that use plug-in electric hybrid technology to save fuel, reduce emissions and reduce noise in residential areas.


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Increasing laws and regulations dealing with the environmental aspects of the products we manufacture can result in significant expenditures in designing and manufacturing new forms of equipment that satisfy such new laws and regulations. Compliance with laws and regulations regarding safety and the environment has required, and will continue to require, us to make expenditures. We currently do not expect that these expenditures will have a material adverse effect on our business or results of operations.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS, GEOGRAPHIC AREAS AND EXPORT SALES

Information regarding foreign and domestic operations, export sales and segment information is included in Note C – “Business Segment Information” in the Notes to the Consolidated Financial Statements.

SEASONAL FACTORS

Terex is a globally diverse company, supporting multiple end uses.  Seasonality is a factor in some businesses, where annual purchasing patterns are impacted by the seasonality of downstream project spending.  Specifically, our businesses can experience stronger demand during the second quarter, as customers in the northern hemisphere make investments in time for the annual construction season (April to October). We expect a normal historical sales pattern in 2018.

WORKING CAPITAL

Our businesses are working capital intensive and require funding to purchase production and replacement parts inventories, capital expenditures to repair, replace and upgrade existing facilities, as well as funding to finance receivables from customers and dealers. We have debt service requirements, including semi-annual interest payments on our outstanding notes and quarterly interest payments on our bank credit facility. We believe cash generated from operations, together with availability under our bank credit facility and cash on hand, provide us with adequate liquidity to meet our operating and debt service requirements. See Item 1A “Risk Factors” for a detailed description of the risks resulting from our debt and our ability to generate sufficient cash flow to operate our business. We will continue to pursue cash generation opportunities, including reducing costs and working capital, reviewing alternatives for under-utilized assets, and selectively investing in our businesses to promote growth opportunities.

AVAILABLE INFORMATION

We maintain a website at www.terex.com. We make available on our website under “Investor Relations” – “Financial Reporting”, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such material with the SEC. References to our website in this report are provided as a convenience, and the information on our website is not, and shall not be deemed to be a part of this report or incorporated into any other filings we make with the SEC. The public may read and copy any materials the Company has filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330.  The SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. In addition, we make available on our website under “Investor Relations” – “Governance”, free of charge, our Audit Committee Charter, Compensation Committee Charter, Governance and Nominating Committee Charter, Corporate Governance Guidelines and Code of Ethics and Conduct. In addition, the foregoing information is available in print, without charge, to any stockholder who requests these materials from us.



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ITEM 1A.    RISK FACTORS

You should carefully consider the following risks, together with the cautionary statement under the caption “Forward-Looking Information” above and the other information included in this report. The risks described below are not the only ones we face. Additional risks that are currently unknown to us or that we currently consider immaterial may also impair our business or adversely affect our financial condition or results of operations. If any of the following risks actually occurs, our business, financial condition or results of operation could be adversely affected.

Our business is affected by the cyclical nature of markets we serve.

Demand for our products tends to be cyclical and is affected by the general strength of the economies in which we sell our products, prevailing interest rates, residential and non-residential construction spending, capital expenditure allocations of our customers and other factors. While we are expecting to experience sales growth in 2018, we cannot provide any assurance the global economic weakness of the recent past will not recur. Uncertainty related to the withdrawal of the United Kingdom (“U.K.”) from the European Union (“E.U.”) could also negatively impact the global economy, particularly many important European economies. Given the lack of comparable precedent, it is unclear what financial, trade and legal implications the withdrawal of the U.K. from the E.U. would have and how such withdrawal would affect us. If the global economy weakens, it may cause customers to continue to forego or postpone new purchases in favor of reducing their existing fleets or refurbishing or repairing existing machinery.

Our sales depend in part upon our customers’ replacement or repair cycles, which are impacted in part by historical purchase levels. In addition, if our customers are not successful in generating sufficient revenue or are precluded from securing financing, they may not be able to pay, or may delay payment of, accounts receivable owed to us. If the economic recovery progresses more slowly than our market expectations or the global economic weakness of the recent past were to recur, then there could be an adverse effect on our net sales, financial condition, profitability and/or cash flow and could result in the need for us to record impairments.

We have a significant amount of debt outstanding and must comply with restrictive covenants in our debt agreements.

Our total debt at December 31, 2017 was approximately $1.0 billion. Our credit agreement and other debt agreements contain financial and restrictive covenants that may limit our ability to, among other things, borrow additional funds or take advantage of business opportunities. While we are currently in compliance with the financial covenants, increases in our debt, increases in our interest expense or decreases in our earnings could cause us to fail to comply with these financial covenants. Failing to comply with such covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all our indebtedness or otherwise have a material adverse effect on our financial position, results of operations and debt service capability.

Our level of debt and the financial and restrictive covenants contained in our credit agreement could have important consequences on our financial position and results of operations, including increasing our vulnerability to increases in interest rates because debt under our credit agreement bears interest at variable rates.

We may be unable to generate sufficient cash flow to service our debt obligations.

Servicing our debt requires a significant amount of cash. Our ability to generate sufficient cash depends on numerous factors beyond our control and our business may not generate sufficient cash flow from operating activities. Our ability to make payments on, and refinance, our debt and fund planned capital expenditures will depend on our ability to generate cash in the future. To some extent, this is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Lower sales, or uncollectible receivables, generally will reduce our cash flow.

We cannot assure our business will generate sufficient cash flow from operations, or future borrowings will be available to us under our credit facility or otherwise, in an amount sufficient to fund our liquidity needs.

If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.


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Our access to capital markets and borrowing capacity could be limited in certain circumstances.

Our access to capital markets to raise funds through the sale of equity or debt securities is subject to various factors, including general economic and/or financial market conditions. Significant changes in market liquidity conditions could impact access to funding and associated funding costs, which could reduce our earnings and cash flows. If our consolidated cash flow coverage ratio is less than 2.0 to 1.0, we are subject to significant restrictions on the amount of indebtedness we can incur. Although our cash flow coverage ratio was greater than 2.0 to 1.0 at the end of 2017, there can be no assurance this will continue to occur.

Our access to debt financing at competitive risk-based interest rates is partly a function of our credit ratings. A downgrade to our credit ratings could increase our interest rates, could limit our access to public debt markets, could limit the institutions willing to provide us credit facilities, and could make any future credit facilities or credit facility amendments more costly and/or difficult to obtain.

Although we believe the banks participating in our credit facility have adequate capital and resources, we can provide no assurance that all of these banks will continue to operate as a going concern in the future. If any of the banks in our lending group were to fail or be unwilling to renew our credit facility at or prior to its expiration, it is possible that the borrowing capacity under our current or any future credit facility would be reduced. If the availability under our credit facility was reduced significantly, we could be required to obtain capital from alternate sources to finance our capital needs. Our options for addressing such capital constraints would include, but not be limited to (i) obtaining commitments from the remaining banks in the lending group or from new banks to fund increased amounts under the terms of our credit facility, or (ii) accessing the public capital markets. If it becomes necessary to access additional capital, it is possible that any such alternatives in the current market could be on terms less favorable than under our existing credit facility terms, which could have a negative impact on our consolidated financial position, results of operations or cash flows.

Our business is sensitive to government spending.

Many of our customers depend substantially on government funding of highway construction, maintenance and other infrastructure projects. In addition, we sell products to governments and government agencies in the U.S. and other nations. Policies of governments attempting to address local deficit or structural economic issues could have a material impact on our customers and markets. Any decrease or delay in government funding of highway construction and maintenance, other infrastructure projects and overall government spending could cause our revenues and profits to decrease.

We operate in a highly competitive industry.

Our industry is highly competitive. To compete successfully, our products must excel in terms of quality, reliability, productivity, price, features, ease of use, safety and comfort, and we must provide excellent customer service. The greater financial resources of certain of our competitors may put us at a competitive disadvantage. Low-cost competition from China and other developing markets could also result in decreased demand for our products. If competition in our industry intensifies or if our current competitors lower their prices for competing products, we may lose sales or be required to lower the prices we charge for our products. If we are unable to provide continued technological improvements in our equipment that meet our customers’ expectations, or the industry’s expectations, the demand for our equipment could be substantially adversely affected. Our ability to match new product offerings to diverse global customers’ anticipated preferences for different types and sizes of equipment and various equipment features and functionality, at affordable prices, is critical to our success. This requires a thorough understanding of our existing and potential customers on a global basis, particularly in developing markets, including Brazil, China and India. Failure to compete effectively with our competitors could result in lower revenues from our products and services, lower gross margins or cause us to lose market share.

We rely on key management.

We rely on the management and leadership skills of our senior management team, particularly those of the Chief Executive Officer. The loss of the services of key employees or senior officers, or the inability to identify, hire and retain other highly qualified personnel in the future, could adversely affect the quality and profitability of our business operations.


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Some of our customers rely on financing with third parties to purchase our products.

We rely on sales of our products to generate cash from operations. Significant portions of our sales are financed by third party finance companies on behalf of our customers. The availability of financing by third parties is affected by general economic conditions, credit worthiness of our customers and estimated residual value of our equipment. Deterioration in credit quality of our customers or estimated residual value of our equipment could negatively impact the ability of our customers to obtain resources they need to purchase our equipment. There can be no assurance third party finance companies will continue to extend credit to our customers.

Some of our customers have been unable to obtain the credit they need to buy our equipment. As a result, some of our customers may need to cancel existing orders. Given the lack of liquidity, our customers may be compelled to sell their equipment at less than fair value to raise cash, which could have a negative impact on residual values of our equipment. These economic conditions could have a material adverse effect on demand for our products and on our financial condition and operating results.

We provide financing and credit support for some of our customers.

We assist customers in their rental, leasing and acquisition of our products through TFS. We provide financing for some of our customers, primarily in the U.S., to acquire and use our equipment through loans, sales-type leases, and operating leases. TFS enters into these financing agreements with the intent either to hold the financing until maturity or to sell the financing to a third party within a short time period. Until such financing obligations are satisfied through either customer payments or a third party sale, we retain the risks associated with such customer financing. Our results could be adversely affected if such customers default on their contractual obligations to us, if residual values of such equipment on these transactions decline below original estimated values or we are unable to sell the financing receivable to a third party.

As described above, our customers, from time to time, may fund acquisition of our equipment through third-party finance companies. In certain instances, we may provide credit guarantees or residual value guarantees. With these guarantees, we must assess the probability of losses or non-performance in ways similar to the evaluation of accounts receivable, including consideration of a customer’s payment history, leverage, availability of third party financing, political and currency exchange risks, and other factors. Many of these factors, including assessment of a customer’s ability to pay, are influenced by economic and market factors that cannot be predicted with certainty. We establish reserves based upon our analysis of the current quality and financial position of our customers, past payment experience and collateral values. In circumstances where we believe it is probable that a specific customer will have difficulty meeting its financial obligations, a specific reserve is recorded to recognize a liability for a guarantee we expect to pay, taking into account any amounts that we would anticipate realizing if we are forced to repossess the equipment that supports the customer’s financial obligations to us. During periods of economic weakness, collateral underlying our guarantees of indebtedness of customers or receivables can decline sharply, thereby increasing our exposure to losses. In the future, we may incur losses in excess of our recorded reserves if the financial condition of our customers were to deteriorate further or the full amount of any anticipated proceeds from the sale of the collateral supporting our customers’ financial obligations is not realized. Historically, losses related to guarantees have been immaterial; however, there can be no assurance that our historical experience with respect to guarantees will be indicative of future results.

We may experience losses in excess of our recorded reserves for trade receivables.

As of December 31, 2017, we had trade receivables of $579.9 million. We evaluate the collectability of open accounts, finance receivables and note receivables based on a combination of factors and establish reserves based on our estimates of probable losses. In circumstances where we believe it is probable that a specific customer will have difficulty meeting its financial obligations, a specific reserve is recorded to reduce the net recognized receivable to the amount we expect to recover. We also establish additional reserves based upon our analysis of the quality of the current receivables, the current financial position of our customers and past collections experience. An unexpected change in customer financial condition or future economic uncertainty could result in additional requirements for specific reserves, which could have a negative impact on our consolidated financial position.


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We are dependent upon third-party suppliers, making us vulnerable to supply shortages and price increases.

We obtain materials and manufactured components from third-party suppliers. In the absence of labor strikes or other unusual circumstances, substantially all materials and components are normally available from multiple suppliers. However, certain of our businesses receive materials and components from a single source supplier, although alternative suppliers of such materials are generally available. Delays in our suppliers’ abilities, especially any sole suppliers for a particular business, to provide us with necessary materials and components may delay production at a number of our manufacturing locations, or may require us to seek alternative supply sources. Delays in obtaining supplies may result from a number of factors affecting our suppliers, including capacity constraints, labor disputes, suppliers’ impaired financial condition, suppliers’ allocations to other purchasers, weather emergencies or acts of war or terrorism. Any delay in receiving supplies could impair our ability to deliver products to our customers and, accordingly, could have a material adverse effect on our business, results of operations and financial condition.

Principal materials and components used in our various manufacturing processes include steel, castings, engines, tires, hydraulics, cylinders, drive trains, electric controls and motors, and a variety of other commodities and fabricated or manufactured items. Extreme movements in the cost of these materials and components may affect our financial performance. If we are not able to recover increased raw material or component costs from our customers, our margins could be adversely affected.

In addition, we purchase material and services from our suppliers on terms extended based on our overall credit rating. Deterioration in our credit rating may impact suppliers’ willingness to extend terms and in turn increase the cash requirements of our business.

We are subject to currency fluctuations.

Our products are sold in over 100 countries around the world. The reporting currency for our consolidated financial statements is the U.S. dollar. Certain of our assets, liabilities, expenses, revenues and earnings are denominated in other countries’ currencies, including the Euro, British Pound and Australian dollar. Those assets, liabilities, expenses, revenues and earnings are translated into U.S. dollars at the applicable exchange rates to prepare our consolidated financial statements. Therefore, increases or decreases in exchange rates between the U.S. dollar and those other currencies affect the value of those items as reflected in our consolidated financial statements, even if their value remains unchanged in their original currency. Due to the continued volatility of foreign currency exchange rates to the U.S. dollar, fluctuations in currency exchange rates may have an impact on the accuracy of our financial guidance. Such fluctuations in foreign currency rates relative to the U.S. dollar may cause our actual results to differ materially from those anticipated in our guidance and have a material adverse effect on our business or results of operations. We note that the upcoming withdrawal of the U.K. from the E.U. may negatively impact the value of the British Pound as compared to the U.S. dollar and other currencies as the U.K. negotiates and executes its exit from the E.U., which is scheduled to occur in 2019.

We may buy protecting or offsetting positions (known as “hedges”) in certain currencies to reduce the risk of an adverse currency exchange movement. We have not engaged in any speculative hedging activities. Although we partially hedge our revenues and costs, currency fluctuations may impact our financial performance in the future.

We are exposed to political, economic and other risks that arise from operating a multinational business.

Our operations are subject to a number of potential risks. Such risks principally include:

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.

19




In addition, many of the nations in which we operate have developing legal and economic systems adding greater uncertainty to our operations in those countries than would be expected in North America and Western Europe. These factors may have an adverse effect on our international operations in the future.

We must comply with all applicable laws, including the Foreign Corrupt Practices Act (“FCPA”) and other laws that prohibit engaging in corruption for the purpose of obtaining or retaining business. These anti-corruption laws prohibit companies and their intermediaries from making improper payments or providing anything of value to improperly influence government officials or private individuals for the purpose of obtaining or retaining a business advantage regardless of whether those practices are legal or culturally expected in a particular jurisdiction. Our global activities and distribution model are subject to risk of corruption by our employees and in addition, our sales agents, distributors, dealers and other third parties that transact Terex business particularly because these parties are generally not subject to our control. We have an internal policy that expressly prohibits engaging in any commercial bribery and public corruption, including facilitation payments. We conduct corruption risk assessments, we have implemented training programs for our employees with respect to the Company’s prohibition against public corruption and commercial bribery, and we perform reputational due diligence on certain third parties that transact Terex business. In addition, we conduct transaction testing to assess compliance with our internal anti-corruption policy and procedures. However, we cannot assure you that our policies, procedures and programs always will protect us from reckless or criminal acts committed by our employees or third parties that transact Terex business. We have a zero tolerance policy for violations of anti-corruption laws and our anti-corruption policy. In the event we believe or have reason to believe our employees, agents, representatives, dealers or distributors or other third parties that transact Terex business have or may have violated our anti-corruption policy or applicable anti-corruption laws, we investigate or have outside counsel investigate relevant facts and circumstances. Although we have a compliance program in place designed to reduce the likelihood of potential violations of such laws, violations of anti-corruption laws could result in significant fines, criminal sanctions against us or our employees, prohibitions on the conduct of our business including our business with the U.S. government, an adverse effect on our reputation, business and results of operations and financial condition and a violation of our injunction or cease and desist order with the SEC. See Risk Factor entitled, “We must comply with an injunction and related obligations imposed by the SEC.”

We continue to focus on operational improvement in developing markets such as China, India, Brazil and the Middle East. These efforts will require us to hire, train and retain qualified personnel in countries where language, cultural or regulatory barriers may exist. Any significant difficulties in continuing to improve or expand our operations in developing markets may divert management’s attention from our existing operations and require a greater level of resources than we plan to commit.

Expansion into developing markets may require modification of products to meet local requirements or preferences.  Modification to the design of our products to meet local requirements and preferences may take longer or be more costly than we anticipate and could have a material adverse effect on our ability to achieve international sales growth.

A material disruption to one of our significant manufacturing plants could adversely affect our ability to generate revenue.

We produce most of our machines for each product type at one manufacturing facility. If operations at a significant facility were disrupted as a result of equipment failures, natural disasters, work stoppages, power outages or other reasons, our business, financial conditions and results of operations could be adversely affected. Interruptions in production could increase costs and delay delivery of units in production. Production capacity limits could cause us to reduce or delay sales efforts until production capacity is available.

We may be adversely impacted by work stoppages and other labor matters.

As of December 31, 2017, we employed approximately 10,700 people worldwide in our continuing operations businesses. While we have no reason to believe that we will be impacted by work stoppages or other labor matters, we cannot assure that future issues with our team members or labor unions will be resolved favorably or that we will not encounter future strikes, further unionization efforts or other types of conflicts with labor unions or our team members. Any of these factors may have an adverse effect on us or may limit our flexibility in dealing with our workforce.


20



Compliance with environmental regulations could be costly and require us to make significant expenditures.

We generate hazardous and nonhazardous wastes in the normal course of our manufacturing operations. As a result, we are subject to a wide range of environmental laws and regulations. These laws and regulations govern actions that may have adverse environmental effects and require compliance with certain practices when handling and disposing of hazardous and nonhazardous wastes. Some environmental laws impose strict, retroactive and joint and several liability for the remediation of the release of hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Failure to comply with environmental laws could expose us to substantial fines or penalties and to civil and criminal liability. These liabilities, sanctions, damages and remediation efforts related to any non-compliance with such laws and regulations could have a material adverse effect on our business or results of operations. No such incidents have occurred which required us to pay material amounts to comply with such laws and regulations.

In addition, increasing laws and regulations dealing with environmental aspects of the products we manufacture can result in significant expenditures in designing and manufacturing new forms of equipment that satisfy such new laws and regulations. In particular, climate change is receiving increasing attention worldwide. Many scientists, legislators and others attribute climate change to increased levels of greenhouse gases, including carbon dioxide, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. While additional regulation of emissions in the future appears likely, it is too early to predict how new regulations would ultimately affect our business, operations or financial results, although government policies limiting greenhouse gas emissions of our products will likely require increased compliance expenditures on our part.

We are nearing the end of our transition to Tier 4 power systems and are now planning for the implementation of European Stage V engine emissions. While plans are in place to comply with the phase-in of European Stage V regulations, we are dependent on our engine suppliers to continue to timely deliver engines which meet applicable emissions regulations. A failure to timely receive appropriate engines from our suppliers could result in our being placed in uncompetitive positions or without finished product when needed. Compliance with environmental laws and regulations has required, and will continue to require, us to make expenditures, however we do not expect these expenditures to have a material adverse effect on our business or results of operations.

We face litigation and product liability claims, class action lawsuits and other liabilities.

In our lines of business, numerous suits have been filed alleging damages for accidents that have occurred during use or operation of our products. We are self-insured, up to certain limits, for these product liability exposures, as well as for certain exposures related to general, workers’ compensation and automobile liability. We obtain insurance coverage for catastrophic losses as well as those risks where insurance is required by law or contract. We do not believe that the outcome of such matters will have a material adverse effect on our consolidated financial position; however, any significant liabilities not covered by insurance could have an adverse effect on our financial condition.

We are the subject of a securities class action lawsuit and a stockholder derivative lawsuit. These lawsuits generally cover the time period from February 2008 to February 2009 and allege, among other things, that certain of our SEC filings and other public statements contained false and misleading statements which resulted in damages to the Company, the plaintiffs and the members of the purported class when they purchased our securities and that there were breaches of fiduciary duties. We believe that the allegations in the suits are without merit, and Terex, its directors and the named executives will vigorously defend against them. We believe that we have acted, and continue to act, in compliance with federal securities laws and Delaware law with respect to these matters. However, the outcome of the lawsuits cannot be predicted and, if determined adversely, could ultimately result in us incurring significant liabilities.

In connection with the Company’s purchase of Demag Cranes AG (“DCAG”) in 2011, certain former shareholders of DCAG initiated appraisal proceedings relating to (i) a domination and profit loss transfer agreement between DCAG and Terex Germany GmbH & Co. KG (the “DPLA Proceeding”) and (ii) the squeeze out of the former DCAG shareholders (the “Squeeze out Proceeding”) alleging that the Company did not pay fair value for the shares of DCAG. These proceedings were initiated in the Regional Court of Düsseldorf on April 24, 2012 and January 26, 2014, respectively. The Company believes it did pay fair value for the shares of DCAG and that no further payment from the Company to any former shareholders of DCAG is required. The initial court ruling in the DPLA Proceeding was in favor of the Company and against the claimants (i.e., no increase in compensation was owed to the former shareholders). However, the court did rule that the costs of the proceedings, including legal costs for both parties, would need to be borne by Terex. This initial court ruling in the DPLA Proceeding is being appealed by both parties (claimants as to results, Terex as to costs). The Squeeze out Proceeding is still in the relatively early stages. While the Company believes the position of the former shareholders of DCAG is without merit and is vigorously opposing it, no assurance can be given as to the final resolution of these disputes or that the Company will not ultimately be required to make an additional payment as a result of such disputes, which amount could be material.


21



We must comply with an injunction and related obligations imposed by the SEC.

We and our directors, officers and employees are required to comply at all times with the terms of a settlement with the SEC that includes an injunction barring us from committing or aiding and abetting any future violations of the anti-fraud, books and records, reporting and internal control provisions of the federal securities laws and related SEC rules. In addition, regarding a separate and unrelated SEC matter, we consented to the entry of an administrative cease and desist order prohibiting future violations of certain provisions of the federal securities laws. As a result, if we commit or aid or abet any future violations of the anti-fraud, books and records, reporting and internal control provisions of the federal securities laws and related SEC rules, we are likely to suffer severe penalties, financial and otherwise, that could have a material negative impact on our business and results of operations.

We may be adversely affected by disruption in, or breach in security of, our information technology systems.

We rely on information technology systems, some of which are managed by third parties, to process, transmit and store electronic information (including sensitive data such as confidential business information and personally identifiable data relating to employees, customers and other business partners), and to manage or support a variety of critical business processes and activities. As technology continues to evolve, we anticipate that we will collect and store even more data in the future and that our systems will increasingly use remote communication. These systems may be damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, employee error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate. A failure of or breach in information technology security could expose us and our customers, distributors and suppliers to risks of misuse of information or systems, the compromise of confidential information, manipulation and destruction of data, defective products, production downtimes and operations disruptions. In addition, such breaches in security could result in litigation, regulatory action and potential liability, as well as the costs and operational consequences of implementing further data protection measures, each of which could have a material adverse effect on our business or results of operations.

The timing and amount of benefits from the Company’s Execute to Win initiatives may not be as expected and the Company’s financial results could be adversely impacted.

We are in the process of implementing our Focus, Simplify and Execute to Win initiatives as part of our strategy to deliver long-term growth and earnings to our shareholders. The Execute to Win component of this strategy has three priority areas: Lifecycle Solutions, Commercial Excellence and Strategic Sourcing. We are making significant investments in each of these priority areas. However, we cannot provide any assurance that we will be able to realize the anticipated benefits of these initiatives. Although Execute to Win is expected to improve future operating margins and revenue growth, if the Company is unable to achieve expected benefits from one or more of these three initiatives or is unable to complete these initiatives without material disruption to our businesses, the timing and amount of benefits may not be as expected and could adversely impact the Company’s competitive position, financial condition, profitability and/or cash flows.


ITEM 1B.
UNRESOLVED STAFF COMMENTS

Not applicable.

22



ITEM 2.
PROPERTIES

As of December 31, 2017, our principal manufacturing, warehouse, service and office facilities comprised a total of approximately 7 million square feet of space worldwide. The following table outlines the principal manufacturing, warehouse, service and office facilities owned or leased (as indicated below) by the Company and its subsidiaries in relation to our continuing businesses:
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.
(2) Plans have been announced to exit the business associated with this facility.

We also have numerous owned or leased locations for new machine and parts sales and distribution and rebuilding of components located worldwide.

We believe the properties listed above are suitable and adequate for our use. From time to time, we may determine that certain of our properties exceed our requirements. Such properties may be sold, leased or utilized in another manner.

ITEM 3.
LEGAL PROCEEDINGS

General

We are involved in various legal proceedings, including product liability, general liability, workers’ compensation liability, employment, commercial and intellectual property litigation, which have arisen in the normal course of operations. We are insured for product liability, general liability, workers’ compensation, employer’s liability, property damage and other insurable risk required by law or contract with retained liability to us or deductibles. We believe the outcome of such matters, individually and in aggregate, will not have a material adverse effect on our consolidated financial position. However, outcomes of lawsuits cannot be predicted and, if determined adversely, could ultimately result in us incurring significant liabilities which could have a material adverse effect on our results of operations.

For information concerning litigation and other contingencies and uncertainties, including our securities class action and stockholder derivative lawsuits as well as proceedings involving certain former shareholders of Demag Cranes AG, see Note R – “Litigation and Contingencies,” in the Notes to the Consolidated Financial Statements.

ITEM 4.
MINE SAFETY DISCLOSURE

Not applicable.


23



PART II


ITEM 5.
MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock, par value $.01 per share (“Common Stock”) is traded on the New York Stock Exchange (“NYSE”) under the symbol “TEX.” The high and low quarterly stock prices for our Common Stock on the NYSE Composite Tape (for the last two completed years) are as follows:
 
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

Certain of our debt agreements contain restrictions as to the payment of cash dividends to stockholders. In addition, Delaware law limits payment of dividends. In the first quarter of 2018, the Company’s Board of Directors declared a dividend of $0.10 per share to be paid on March 19, 2018 to all stockholders of record as of the close of business on March 9, 2018. Any additional payments of dividends will depend upon our financial condition, capital requirements and earnings, as well as other factors that the Board of Directors may deem relevant.

As of February 12, 2018, there were 659 stockholders of record of our Common Stock.

Performance Graph

The following stock performance graph is intended to show our stock performance compared with that of comparable companies. The stock performance graph shows the change in market value of $100 invested in our Common Stock, the Standard & Poor’s 500 Stock Index and the Peer Group (as defined below) for the period commencing December 31, 2012 through December 31, 2017. The cumulative total stockholder return assumes dividends are reinvested. The stockholder return shown on the graph below is not indicative of future performance. The companies in the Peer Group are weighted by market capitalization.

The Peer Group consists of the following companies that are in our same industry, of comparable revenue size to us and/or other manufacturing companies: AGCO Corporation, Carlisle Companies Inc., Crane Company, Dana Incorporated, Dover Corporation, Flowserve Corporation, Hubbell Inc., Lennox International Inc., The Manitowoc Company, Inc., Meritor Inc., Navistar International Corporation, Oshkosh Corporation, Pentair Ltd., Rockwell Automation, Inc., Roper Technologies Inc., Timken Company, Trinity Industries Inc. and Westinghouse Air Brake Technologies Corporation.


24



a2017cumreturncharta01.jpg
 
12/12

12/13

12/14

12/15

12/16

12/17

Terex Corporation
100.00

149.57

99.86

66.88

115.54

178.24

S&P 500
100.00

132.39

150.51

152.59

170.84

208.14

Peer Group
100.00

145.94

142.36

127.83

159.28

209.65

Copyright© 2018 Standard & Poor's, a division of S&P Global. All rights reserved.



25




Purchases of Equity Securities

The following table provides information about our purchases during the quarter ended December 31, 2017 of our common stock that is registered by us pursuant to the Exchange Act.
 
 
Issuer Purchases of Equity Securities
Period
 
(a) Total Number of Shares Purchased (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.

  

26



ITEM 6.
SELECTED FINANCIAL DATA

FIVE-YEAR SELECTED FINANCIAL DATA

The following table summarizes our selected financial data and should be read in conjunction with the more detailed Consolidated Financial Statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations. This selected financial data includes comparative income statement data whose presentation has been retrospectively adjusted for the effects of discontinued operations. All periods are presented on a consistent basis.

(in millions, except per share amounts and employees)
 
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

For more information on items that affect comparability among the years, see Note E - “Discontinued Operations and Assets and Liabilities Held for Sale”, Note K - “Goodwill and Intangible Assets, Net”, Note M - “Restructuring and Other Charges” and Note N - “Long-Term Obligations” in the Notes to the Consolidated Financial Statements.

(1) Excludes approximately 6,800, 6,700, 7,000, and 7,400 MHPS employees in years 2016, 2015, 2014, and 2013, respectively. 

27



ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BUSINESS DESCRIPTION

Terex is a global manufacturer of aerial work platforms, cranes and materials processing machinery. We design, build and support products used in construction, maintenance, manufacturing, energy, minerals and materials management applications. Our products are manufactured in North and South America, Europe, Australia and Asia and sold worldwide. We engage with customers through all stages of the product life cycle, from initial specification and financing to parts and service support. We manage and report our business in the following segments: (i) AWP; (ii) Cranes; and (iii) MP. Please refer to Note C - “Business Segment Information” in the accompanying Consolidated Financial Statements for further information about our reportable segments.

Non-GAAP Measures

In this document, we refer to various GAAP (U.S. generally accepted accounting principles) and non-GAAP financial measures. These non-GAAP measures may not be comparable to similarly titled measures disclosed by other companies. We present non-GAAP financial measures in reporting our financial results to provide investors with additional analytical tools which we believe are useful in evaluating our operating results and the ongoing performance of our underlying businesses. We do not, nor do we suggest that investors consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Non-GAAP measures we may use include translation effect of foreign currency exchange rate changes on net sales, gross profit, selling, general & administrative (“SG&A”) costs and operating profit, as well as the net sales, gross profit, SG&A costs and operating profit excluding the impact of acquisitions.

As changes in foreign currency exchange rates have a non-operating impact on our financial results, we believe excluding effects of these changes assists in assessment of our business results between periods. We calculate the translation effect of foreign currency exchange rate changes by translating current period results at rates that the comparable prior periods were translated at to isolate the foreign exchange component of the fluctuation from the operational component. Similarly, the impact of changes in our results from acquisitions that were not included in comparable prior periods may be subtracted from the absolute change in results to allow for better comparability of results between periods.

We calculate a non-GAAP measure of free cash flow. We define free cash flow as Net cash provided by (used in) operating activities, plus (minus) increases (decreases) in Terex Financial Services (“TFS”) assets, less Capital expenditures. We believe that this measure of free cash flow provides management and investors further useful information on cash generation or use in our primary operations.

We discuss forward looking information related to expected earnings per share (“EPS”) excluding restructuring charges and other items. Our 2018 outlook for earnings per share is a non-GAAP financial measure because it excludes items such as restructuring and other related charges, transformation costs, the impact of the release of tax valuation allowances, gains and losses on divestitures and other unusual items such as the impact of H.R. 1 “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018” (formerly known as “Tax Cuts and Jobs Act” and is referred to as the “2017 Federal Tax Act”). The Company is not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the Company is unable to predict with a reasonable degree of certainty the exact timing and impact of such items. The unavailable information could have a significant impact on the Company’s full-year 2018 GAAP financial results. Adjusted EPS provides guidance to investors about our EPS expectations excluding restructuring and other charges that we do not believe are reflective of our ongoing operations.

Working capital is calculated using the Consolidated Balance Sheet amounts for Trade receivables (net of allowance) plus Inventories (net of allowance), less Trade accounts payable and Customer advances. We view excessive working capital as an inefficient use of resources, and seek to minimize the level of investment without adversely impacting the ongoing operations of the business. Trailing three months annualized net sales is calculated using the net sales for the most recent quarter end multiplied by four. The ratio calculated by dividing working capital by trailing three months annualized net sales is a non-GAAP measure that we believe measures our resource use efficiency.


28



Non-GAAP measures we also use include Net Operating Profit After Tax (“NOPAT”) as adjusted, income (loss) from operations as adjusted, annualized effective tax rate as adjusted, cash and cash equivalents as adjusted, debt as adjusted and Terex Corporation stockholders’ equity as adjusted, which are used in the calculation of our after tax return on invested capital (“ROIC”) (collectively the “Non-GAAP Measures”), which are discussed in detail below.

Overview

Focus, Simplify and Execute to Win are the three pillars of our business strategy and we made meaningful progress on our strategic priorities throughout the year. We completed the first pillar of our strategy in 2017, focusing the portfolio on our core three segments. Going forward, our strategy deployment efforts will be concentrated on simplifying the Company and implementing our “Execute to Win” business system.

In 2017, we exited 12 manufacturing facilities, reducing our global footprint by approximately 27%. Many of these actions were central to the Cranes restructuring plan and its significant operating improvement. See Note M - “Restructuring and Other Charges” in our Consolidated Financial Statements for more information on restructuring actions in our Cranes segment. The Finance and IT teams will be at the forefront of our administrative simplification efforts in 2018. There are several major projects underway to simplify our account structure, improve processes and enhance performance measurement systems across our Company.

Our “Execute to Win” business system has three priority areas: Lifecycle Solutions, Commercial Excellence and Strategic Sourcing. Under Lifecycle Solutions, our global parts initiatives are progressing as we have teams focused on specific operational improvements to improve service levels to our customers. Our 2018 focus will be on building our global parts organization and developing a longer term telematics strategy. Our Commercial Excellence initiative continues to make progress as we enhanced performance management tools, improved process discipline in sales pipeline and account management and strengthened our commercial leadership. On Strategic Sourcing, we established the global organization in 2017 and launched the first of successive waves to leverage our global purchasing scale. We will be selecting suppliers and begin implementation throughout 2018.

Our full year 2017 financial results demonstrate the significant improvement across the Company as all three segments finished the year strong. AWP sales increased year-over-year, and importantly, its operating margins improved in the second half of the year as well. Our Cranes segment’s profitability improved year-over-year, realizing benefits from its restructuring program. Our MP segment had another strong year, growing sales and operating margin. We see positive momentum in our backlog (firm orders expected to be filled within one year) for our segments, which was up 56% year-over-year, excluding Corporate and Other. This is the fourth consecutive quarter of backlog growth in each of our business segments.

Our AWP segment’s full year 2017 results included better than expected net sales and improved operating margins in the second half of the year, although increased commodity prices, mostly for steel, was a headwind. As we enter 2018, we believe that the replacement cycle trough is waning and we are entering a period of growth. There is accelerating momentum in the global aerials market as worldwide product demand is increasing and rental customers are seeing continued improvement in utilization and rental rates. This can be seen in AWP’s backlog, which is up 51% on a year-over-year basis. We expect margins to improve in 2018, driven by improved product pricing and manufacturing productivity, although the price of steel is a potential headwind we continue to monitor.

Our Cranes segment made significant progress in 2017 as profitability improved year-over-year despite net sales declining. The global crane market remained challenging, but we are seeing signs of stabilization and we saw growth in markets for our tower cranes and utilities products. Entering 2018, we are expecting our first year of sales growth after seven consecutive years of declining sales. We believe there will be pockets of market growth aided by higher oil prices, lower used equipment inventory and general economic growth. We also anticipate new product launches will drive our sales higher in 2018. We are optimistic about Cranes backlog, which grew 70% year-over year. Importantly, profitability is also expected to improve in 2018.

Our MP segment had an excellent finish to another strong year, with its operating profit improving on increased net sales. Growth was driven by our crushing and screening, scrap material handling and environmental product lines. Crushing and screening remained stable in North America, with growth across Europe, Asia and Australia. Our material handling business continued to grow, benefiting from improvements to our commercial capabilities and an improving market outlook. As we enter 2018, we expect global demand for crushing and screening equipment to continue to grow, driven by aggregate consumption. We also expect stronger demand for our material handling equipment and our broad line of environmental products. We are encouraged by our backlog for the segment, which is up 47% compared to the prior year and expect to expand our margins as well in 2018, although the strengthening of the British Pound is a potential headwind.


29



Geographically, our largest market remains North America, which represents approximately 53% of our global sales in continuing operations. Our sales grew in North America, Eastern Europe/Middle East/Africa and Asia/Pacific on a year-over-year basis. However, our Western European sales were generally stable and Latin American sales were down.

In 2017, we delivered on our commitment to follow our disciplined capital allocation strategy. We improved our balance sheet, reduced our interest expense and rates and returned $924 million to shareholders through share repurchases. See Part II, Item 5 “Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” for further information on our share repurchases. We are committed to following the same disciplined capital allocation strategy in 2018. As a result, our Board of Directors recently authorized the repurchase of up to an additional $325 million of Terex stock. Our Board of Directors also approved raising our quarterly dividend by 25% to $0.10 per share.

We believe our liquidity continues to be sufficient to meet our business plans. See “Liquidity and Capital Resources” for a detailed description of liquidity and working capital levels, including the primary factors affecting such levels.

By implementing our strategy and strengthening the Company, we are well positioned for what we expect to be an improving global market environment in 2018. We expect to increase revenue and improve operating margins in every business segment. We expect 2018 earnings per share (“EPS”) to be between $2.35 and $2.65, excluding restructuring and other unusual items on net sales of approximately $4.8 billion. Our EPS guidance excludes any benefit associated with the additional share repurchase authorization and includes an approximately 400 basis point reduction in our effective tax rate, driven principally by changes to the U.S. tax code. See Note D - “Income Taxes” for a detailed description of the impact of changes to the U.S. tax code on our Company.

ROIC

ROIC and Non-GAAP Measures (as calculated below) assist in showing how effectively we utilize capital invested in our operations. ROIC is determined by dividing the sum of NOPAT for each of the previous four quarters by the average of Debt less Cash and cash equivalents plus Terex Corporation stockholders’ equity for the previous five quarters. NOPAT for each quarter is calculated by multiplying Income (loss) from operations as adjusted by one minus the annualized effective tax rate.

In the calculation of ROIC, we adjust income (loss) from operations, annualized effective tax rate, cash and cash equivalents, debt and Terex Corporation stockholders’ equity to remove the effects of the impact of certain transactions in order to create a measure that is useful to understanding our operating results and the ongoing performance of our underlying business without the impact of unusual items as shown in the tables below. Furthermore, we believe returns on capital deployed in TFS do not represent our primary operations and, therefore, TFS assets and results from operations have been excluded from the Non-GAAP Measures. Debt is calculated using amounts for Notes payable and current portion of long-term debt plus Long-term debt, less current portion. We calculate ROIC using the last four quarters’ adjusted NOPAT as this represents the most recent 12-month period at any given point of determination. In order for the denominator of the ROIC ratio to properly match the operational period reflected in the numerator, we include the average of five quarters’ ending balance sheet amounts so that the denominator includes the average of the opening through ending balances (on a quarterly basis) thereby providing, over the same time period as the numerator, four quarters of average invested capital.

Terex management and Board of Directors use ROIC as one measure to assess operational performance, including in connection with certain compensation programs. We use ROIC as a metric because we believe it measures how effectively we invest our capital and provides a better measure to compare ourselves to peer companies to assist in assessing how we drive operational improvement. We believe ROIC measures return on the amount of capital invested in our primary businesses, excluding TFS, as opposed to another metric such as return on stockholders’ equity that only incorporates book equity, and is thus a more accurate and descriptive measure of our performance. We also believe adding Debt less Cash and cash equivalents to Terex Corporation stockholders’ equity, as adjusted provides a better comparison across similar businesses regarding total capitalization, and ROIC highlights the level of value creation as a percentage of capital invested. As the tables below show, our ROIC for the year ended December 31, 2017 was 8.0%.


30



Amounts described below are reported in millions of U.S. dollars, except for the annualized effective tax rate. Amounts are as of and for the three months ended for the periods referenced in the tables below.
 
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


31




 
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


32



 
 
 
 
 
 
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
%
 

Sale of MHPS Business

See Item 1, Business, and Note B – “Sale of MHPS Business” in the Notes to the Consolidated Financial Statements for further information regarding the sale of our former MHPS segment to Konecranes, which was completed on January 4, 2017.


33



RESULTS OF OPERATIONS

2017 COMPARED WITH 2016

Consolidated
 
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

Net sales for the year ended December 31, 2017 decreased $79.7 million when compared to 2016. The decline in net sales was primarily due to disposition of remaining construction equipment product lines and lower net sales in certain Cranes product lines. These declines were partially offset by higher demand for equipment in our MP and AWP segments.

Gross profit for the year ended December 31, 2017 increased $103.6 million when compared to 2016. The increase was primarily due to higher sales volume in our MP and AWP segments, reduced restructuring and warranty charges in our Cranes segment and improved factory utilization in our AWP segment. The increase was partially offset by changes in customer mix and commodity price increases (primarily steel) in AWP, lower sales volume in Cranes and divestiture of certain construction product lines in Corporate.

SG&A costs for the year ended December 31, 2017 decreased $41.8 million when compared to 2016. The decrease was primarily due to reduced costs associated with the divestiture of certain construction product lines in Corporate and severance in Cranes, partially offset by greater investment in our transformation initiatives in 2017 and higher accruals for team member incentive compensation due to improved Company performance in 2017.

In the year ended December 31, 2016, we recorded a non-cash impairment charge of approximately $176 million to write down the value of goodwill due to deteriorating market conditions in our Cranes segment.

Income from operations increased by $321.4 million for the year ended December 31, 2017 when compared to 2016. The increase was primarily due to year-over-year operating improvement in our Cranes segment mostly due to charges taken in 2016 that did not recur in 2017, reductions to severance accruals and warranty costs and structural cost savings as well as higher sales volume in our MP segment, partially offset by lower operating performance in our AWP segment, mostly due to changes in customer mix and increased commodity prices (primarily steel related).

Aerial Work Platforms
 
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
)%

Net sales for the AWP segment for the year ended December 31, 2017 increased $93.7 million when compared to 2016, primarily due to higher demand for aerial equipment in North America and Western Europe, particularly with respect to booms and telehandlers.

Income from operations for the year ended December 31, 2017 decreased $7.1 million when compared to 2016. The decrease was primarily due to increased commodity prices (primarily steel related) and changes in customer mix, partially offset by improved factory utilization and increased sales volume.


34



Cranes
 
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
 %

Net sales for the Cranes segment for the year ended December 31, 2017 decreased by $80.5 million when compared to 2016, as global crane markets, although stabilizing, were adversely impacted in 2017 by low oil, gas and commodity prices, reduced demand for large crawler and rough terrain cranes in the wind energy market in Germany and production constraints at our Oklahoma City facility. This was partially offset by the positive impact of foreign exchange rate changes, particularly in Europe, of approximately $16 million.

Loss from operations for the year ended December 31, 2017 decreased by $303.9 million when compared to 2016. The year-over-year improvement was primarily driven by charges taken in 2016 that did not recur in 2017 which included an approximately $176 million goodwill impairment charge, approximately $92 million for severance and restructuring charges, approximately $20 million for asset impairment charges in Europe, Asia and the U.S. and approximately $17 million of charges for increased warranty and inventory reserves. Year-over-year improvement was also due to reductions to severance accruals established in the fourth quarter of the prior year as production volumes are expected to exceed earlier forecasts, requiring us to maintain a higher headcount, reduced warranty costs and structural cost savings. The improvement was partially offset by lower sales volume, primarily large crawler and rough terrain cranes, and increased commodity prices.

See Note K - “Goodwill and Intangible Assets, Net” in the accompanying Consolidated Financial Statements for more information about the goodwill impairment charge recognized in 2016.

Materials Processing
 
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
%

Net sales for the MP segment increased by $128.0 million for the year ended December 31, 2017 when compared to 2016, primarily due to higher demand for mobile crushing and screening equipment, Fuchs material handlers, and environmental equipment, partially offset by the negative impact of foreign exchange rate changes, particularly in Europe, of approximately $7 million.

Income from operations for the year ended December 31, 2017 increased $38.5 million when compared to 2016, primarily from the effect of increased sales volume, partially offset by higher operating expenses and the negative impact of foreign exchange activity of approximately $4 million.


35



Corporate and Other/Eliminations
 
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

Net sales amounts include sales in various construction product lines and on-book financing of TFS, as well as elimination of intercompany sales activity among segments. Net sales decreased by $220.9 million for the year ended December 31, 2017 when compared to 2016, primarily attributable to approximately $293 million related to the disposition of remaining construction equipment product lines and lower intercompany sales eliminations, partially offset by increased government sales of approximately $42 million.

Loss from operations increased $13.9 million for the year ended December 31, 2017 when compared to 2016, primarily attributable to greater investment in our transformation initiatives and higher accruals for team member incentive compensation, partially offset by gains on the sale of certain construction product line assets and operating losses from divested construction product lines incurred in the prior year.

Interest Expense, Net of Interest Income

During the year ended December 31, 2017, our interest expense, net of interest income, was $60.6 million, or $37.1 million lower than the prior year due to lower borrowings at lower interest rates.

Loss on Early Extinguishment of Debt

During the year ended December 31, 2017, we recorded a loss on early extinguishment of debt of $52.6 million related to the termination of our 2014 Credit Agreement, the retirement of our 6% Notes (as defined below) and 6-1/2% Notes (as defined below) and an amendment related to the 2017 Credit Agreement which lowered the interest rate on the Company’s senior secured term loan by 0.25%, all as further described in Note N - “Long-Term Obligations”.

Other Income (Expense) — Net

Other income (expense) – net for the year ended December 31, 2017 was income of $51.6 million, a $76.4 million increase in income when compared to the same period in the prior year. As described in Note B - “Sale of MHPS Business”, we sold all Konecranes shares received in connection with sale of MHPS. During the year ended December 31, 2017, we recorded a net gain from the sale of shares of $42.0 million, including $41.6 million attributable to foreign exchange rate changes, and recorded related dividend income of $13.5 million. Additionally, increased income in the current year period is attributable to merger-related costs incurred and asset impairments taken in the prior year, partially offset by increased losses from foreign currency exchange in the current year.

Income Taxes

During the year ended December 31, 2017, we recognized an income tax expense of $52.0 million on income of $112.0 million, an effective tax rate of 46.4%, as compared to an income tax benefit of $77.4 million on a loss of $270.7 million, an effective tax rate of 28.6%, for the year ended December 31, 2016. The higher effective tax rate for the year ended December 31, 2017 was primarily due to tax expense associated with the 2017 Federal Tax Act partially offset by favorable jurisdictional mix.


36



On December 22, 2017, the 2017 Federal Tax Act was enacted, which includes significant changes to existing U.S. tax laws that impact our Company, most notably, a reduction of the U.S. corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017, a one-time mandatory tax (“Transition Tax”) on accumulated earnings and profits (“E&P”) of our foreign subsidiaries that have not been subject to U.S. tax, and accelerated depreciation on certain assets placed into service after September 27, 2017 and through December 31, 2022. We have calculated our reasonable estimate of the impact from the 2017 Federal Tax Act in our year-end income tax provision in accordance with our understanding of the 2017 Federal Tax Act and guidance available as of the date of this filing. As a result, we recorded $50.4 million of provisional tax expense in the fourth quarter of 2017 (i.e., enactment period of the 2017 Federal Tax Act) consisting of $29.8 million related to the Transition Tax and $20.6 million from the remeasurement of the Company’s net deferred tax assets in the U.S. based on the new, lower 21% corporate income tax rate. See Note D - “Income Taxes,” in our Consolidated Financial Statements.

Income (Loss) from Discontinued Operations

Income from discontinued operations for the year ended December 31, 2016 of $14.3 million was related to our MHPS business which was sold on January 4, 2017.

Gain (Loss) on Disposition of Discontinued Operations

During the year ended December 31, 2017, we recognized a gain on disposition of discontinued operations - net of tax of $65.7 million related to the sale of our MHPS business and $3.0 million due to contractual earnout payments related to the sale of our Atlas heavy construction equipment and knuckle-boom cranes businesses (“Atlas”). During the year ended December 31, 2016, we recognized a gain on disposition of discontinued operations - net of tax of $3.5 million, related primarily to Atlas contractual earnout payments.



37



2016 COMPARED WITH 2015

Consolidated
 
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
)%
*    Not meaningful as a percentage

Net sales for the year ended December 31, 2016 decreased $578.6 million when compared to 2015. The decline in net sales was driven by lower net sales in Cranes, AWP and in certain construction product lines in Corporate. Changes in foreign exchange rates negatively impacted consolidated net sales by approximately 2%, or $80 million. These declines were partially offset by net sales improvement in our MP segment.

Gross profit for the year ended December 31, 2016 decreased $258.8 million when compared to 2015. The decrease was primarily due to declines in gross profit in our Cranes and AWP segments, mostly due to lower sales volume and pricing reductions and approximately $70 million in severance expense in these two segments. We also recognized approximately $25 million of increased expense associated with inventory and warranty reserves, primarily in Cranes and AWP. Changes in foreign exchange rates negatively impacted gross profit in all segments, except Cranes. These decreases were partially offset by improved gross profit in our MP segment due to improved sales volumes and manufacturing cost improvements.

SG&A costs for the year ended December 31, 2016 increased $36.7 million when compared to 2015. The majority of the increase in SG&A costs was due to approximately $42 million of asset impairment charges in Corporate and Cranes, and approximately $33 million of severance costs in Cranes, AWP and Corporate, partially offset by general and administrative cost reductions across our business from actions taken in 2016 and positive impact of changes in foreign currency exchange rates.

Due to deteriorating market conditions in our Cranes segment, we recorded a non-cash impairment charge of approximately $176 million to write down the value of goodwill, which was recorded in the operating results of our Cranes segment in the year ended December 31, 2016.

Income from operations decreased by $471.5 million for the year ended December 31, 2016 when compared to 2015. The decrease was primarily due to the Cranes segment goodwill impairment charge, lower operating performance in the AWP and Cranes segments, for the reasons noted above, and severance and asset impairment charges in Cranes and Corporate.


38



Aerial Work Platforms
 
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
)%

Net sales for the AWP segment for the year ended December 31, 2016 decreased $268.2 million when compared to 2015. Net sales decreased approximately $220 million due to volume declines primarily in North America and South America and pricing declines driven by market conditions and competition. The volume decline reflected softer aerial and telehandler sales primarily in North America, partially offset by stronger aerial volumes internationally. Approximately $26 million of the decline was due to declines in refurbishment service activity and approximately $22 million was due to negative impact of foreign exchange rate changes.

Income from operations for the year ended December 31, 2016 decreased $92.8 million when compared to 2015. The decrease was primarily due to sales volume declines, unfavorable pricing and severance expense, partially offset by better product mix, lower manufacturing costs and lower operating expenses, including selling, general and administrative expenses.

Cranes
 
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
)%

Net sales for the Cranes segment for the year ended December 31, 2016 decreased by $292.0 million when compared to 2015, as the global Cranes market remained challenging for nearly all products and regions. The North American market remained weak as low oil, gas and commodity prices continued to impact sales of mobile cranes. The European market was hurt by changes in subsidies in the wind power market in Germany, resulting in fewer large crawler crane sales. Latin American, Australian and other commodity driven markets were also weak in 2016.

Loss from operations for the year ended December 31, 2016 was $321.7 million compared to income from operations of $56.3 million for the same period in 2015. The decrease in operating performance was driven by an approximately $176 million goodwill impairment charge, approximately $82 million from sales volume declines and product mix noted above, approximately $92 million for severance and restructuring charges and approximately $20 million for asset impairment charges in Europe, Asia and the U.S, primarily associated with manufacturing facility closures to transfer production between facilities to improve labor efficiency and reduce overhead costs, and approximately $17 million of charges for increased warranty and inventory reserves. This decrease was partially offset by approximately $10 million of general and administrative expense reductions compared to the prior year period.

See Note K - “Goodwill and Intangible Assets, Net” in the accompanying Consolidated Financial Statements for more information about the goodwill impairment charge recognized in 2016.


39



Materials Processing
 
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
%

Net sales for the MP segment increased by $4.4 million for the year ended December 31, 2016 when compared to 2015. Net sales increased approximately $37 million due to the effect of an acquisition, increased volumes and favorable pricing, partially offset by approximately $33 million of negative impact of foreign exchange rate changes. Concrete equipment sales were up significantly compared to last year, crushing and screening equipment sales were slightly improved from the prior year, while mining-related and scrap handling equipment sales were weaker compared to last year.

Income from operations for the year ended December 31, 2016 increased $17.7 million when compared to 2015. The increase was driven primarily by increased sales volumes and favorable pricing, the effect of a supplier settlement and operating cost improvements, partially offset by negative impact of foreign exchange rate changes and an acquisition.


Corporate and Other/Eliminations
 
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
)%
*             Not meaningful as a percentage

Net sales decreased by $22.8 million for the year ended December 31, 2016 when compared to 2015. The net sales amounts include sales in various construction product lines and on-book financing of TFS, as well as elimination of intercompany sales activity among segments. The net sales decrease is primarily attributable to product line divestitures and unfavorable foreign currency exchange rate changes in our construction product lines.

Loss from operations increased $18.4 million for the year ended December 31, 2016 compared to 2015, primarily due to approximately $22 million of asset impairment charges and approximately $4 million for severance expense, partially offset by general and administrative cost reductions and the positive impact of changes in foreign currency exchange rates.

Interest Expense, Net of Interest Income

During the year ended December 31, 2016, our interest expense, net of interest income, was $97.7 million, or $6.6 million lower than the prior year. The reduction resulted primarily from the settlement of the 4% Convertible Notes on June 1, 2015 and lower debt balances in the current year when compared to the prior year.

Other Income (Expense) — Net

Other income (expense) — net for the year ended December 31, 2016 was expense of $24.8 million, an increase of $1.2 million when compared to expense of $23.6 million in the prior year.  During 2016, we recognized approximately $25 million for impairments related to certain investments and approximately $20 million of merger and deal-related costs, partially offset by approximately $19 million of foreign currency exchange gains. The 2015 expense was driven primarily by approximately $15 million of merger and deal-related costs and approximately $6 million of foreign currency exchange losses.


40



Income Taxes

During the year ended December 31, 2016, we recognized an income tax benefit of $77.4 million on a loss of $270.7 million, an effective tax rate of 28.6%, as compared to an income tax expense of $67.5 million on income of $195.7 million, an effective tax rate of 34.5%, for the year ended December 31, 2015. The lower effective tax rate for the year ended December 31, 2016 was primarily due to changes caused by the Disposition in expectations concerning the indefinite reinvestment of foreign earnings and nondeductible goodwill impairment in our Cranes segment, partially offset by tax benefits from valuation allowance releases and prior year net operating loss carryforwards.

Income (Loss) from Discontinued Operations

Income from discontinued operations for the year ended December 31, 2016 decreased by approximately $3 million when compared to the prior year primarily as a result of declining operating performance of our MHPS business.

Gain (Loss) on Disposition of Discontinued Operations

During the year ended December 31, 2016, we recognized a gain on disposition of discontinued operations - net of tax of $3.5 million related to the sale of our Atlas heavy construction equipment and knuckle-boom cranes businesses, due to contractual earnout payments, and from our truck business. During the year ended December 31, 2015 we recognized a gain on disposition of discontinued operations - net of tax of $3.4 million due primarily to a gain of $2.8 million related to the sale of our Atlas heavy construction equipment and knuckle-boom cranes businesses based on contractual earnout payments from the purchaser, partially offset by a loss of $1.3 million related to sale of our truck business, including settlement of certain disputes in the asset sale agreement.



41



CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Changes in estimates and assumptions used by management could have significant impacts on our financial results. Actual results could differ from those estimates.

We believe the following are among our most significant accounting policies which are important in determining the reporting of transactions and events and which utilize estimates about the effect of matters that are inherently uncertain and therefore are based on management judgment. Please refer to Note A – “Basis of Presentation” in the accompanying Consolidated Financial Statements for a complete listing of our accounting policies.

Inventories – In valuing inventory, we are required to make assumptions regarding level of reserves required to value potentially obsolete or over-valued items at the lower of cost or net realizable value (“NRV”). These assumptions require us to analyze the aging of and forecasted demand for our inventory, forecast future product sales prices, pricing trends and margins, and to make judgments and estimates regarding obsolete or excess inventory. Future product sales prices, pricing trends and margins are based on the best available information at that time including actual orders received, negotiations with our customers for future orders, including their plans for expenditures, and market trends for similar products. Our judgments and estimates for excess or obsolete inventory are based on analysis of actual and forecasted usage. Valuation of used equipment taken in trade from customers requires us to use the best information available to determine the value of the equipment to potential customers. This value is subject to change based on numerous conditions. Inventory reserves are established taking into account age, frequency of use, or sale, and in the case of repair parts, installed base of machines. While calculations are made involving these factors, significant management judgment regarding expectations for future events is involved. Future events that could significantly influence our judgment and related estimates include general economic conditions in markets where our products are sold, new equipment price fluctuations, actions of our competitors, including introduction of new products and technological advances, as well as new products and design changes we introduce. We make adjustments to our inventory reserve based on identification of specific situations and increase our inventory reserves accordingly. As further changes in future economic or industry conditions occur, we will revise estimates used to calculate our inventory reserves.

If actual conditions are less favorable than those we have projected, we will increase our reserves for lower of cost or NRV, excess and obsolete inventory accordingly. Any increase in our reserves will adversely impact our results of operations. Establishment of a reserve for lower of cost or NRV, excess and obsolete inventory establishes a new cost basis in the inventory. Such reserves are not reduced until the product is sold.

Accounts Receivable – We are required to judge our ability to collect accounts receivable from our customers. Valuation of receivables includes evaluating customer payment histories, customer leverage, availability of third-party financing, political and foreign exchange risks and other factors. Many of these factors, including assessment of a customer’s ability to pay, are influenced by economic and market factors that cannot be predicted with certainty. Given current economic conditions, there can be no assurance our historical accounts receivable collection experience will be indicative of future results.

Guarantees – We have issued guarantees to financial institutions related to customer financing of equipment purchases by our customers. We must assess the probability of losses or non-performance in ways similar to the evaluation of accounts receivable, including consideration of a customer’s payment history, leverage, availability of third party financing, political and exchange risks, and other factors. Many of these factors, including the assessment of a customer’s ability to pay, are influenced by economic and market factors that cannot be predicted with certainty.

Our customers, from time to time, fund the acquisition of our equipment through third-party finance companies. In certain instances, we may provide a credit guarantee to the finance company by which we agree to make payments to the finance company should the customer default. Our maximum liability is generally limited to our customer’s remaining payments due to the finance company at the time of default. In the event of a customer default, we are generally able to recover and dispose of the equipment at a minimum loss, if any, to us.

We issue, from time to time, residual value guarantees under sales-type leases. A residual value guarantee involves a guarantee that a piece of equipment will have a minimum fair market value at a future date if certain conditions are met by the customer. We are generally able to mitigate some risk associated with these guarantees because maturity of guarantees is staggered, which limits the amount of used equipment entering the marketplace at any one time.


42



We record a liability for the estimated fair value of guarantees issued pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 460, “Guarantees” (“ASC 460”). We recognize a loss under a guarantee when our obligation to make payment under the guarantee is probable and the amount of the loss can be estimated. A loss would be recognized if our payment obligation under the guarantee exceeds the value we could expect to recover to offset such payment, primarily through the sale of the equipment underlying the guarantee.

There can be no assurance our historical experience in used equipment markets will be indicative of future results. Our ability to recover losses from our guarantees may be affected by economic conditions in used equipment markets at the time of loss. See Note R – “Litigation and Contingencies” in the Notes to the Consolidated Financial Statements for further information regarding our guarantees.

Revenue Recognition – We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed and determinable and collection is probable. Product is considered delivered to the customer once it has been shipped and risk of loss has been transferred. The majority of our revenue is recognized at the time of shipment. Certain of our businesses account for sales discounts and allowances based on sales volumes. These items primarily relate to sales volume incentives and special pricing allowances. This requires us to estimate at the time of sale the amounts that should not be recorded as revenue as these amounts are not expected to be collected from customers. We principally rely on historical experience, specific customer agreements, and anticipated future trends to estimate these amounts at the time of shipment.

Goodwill – Goodwill, representing the difference between total purchase price and fair value of assets (tangible and intangible) and liabilities at the date of acquisition, is reviewed for impairment annually, and more frequently as circumstances warrant, and written down only in the period in which the recorded value of such assets and liabilities exceeds fair value.  We selected October 1 as the date for our required annual impairment test.

Goodwill is tested for impairment at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which discrete financial information with similar economic characteristics is available and operating results are regularly reviewed by our chief operating decision maker. We have three reportable operating segments: AWP, Cranes and MP. All operating segments are comprised of one reporting unit. Only AWP and MP goodwill is tested for impairment as Cranes goodwill was fully impaired in 2016.

We may elect to perform a qualitative analysis for our reporting units to determine whether it is more likely than not the fair value of the reporting unit is greater than its carrying value. If the qualitative analysis indicates that it is more likely than not the fair value of a reporting unit is less than its carrying amount or if we elect not to perform a qualitative analysis, we perform a quantitative analysis to determine whether a goodwill impairment exists.

The quantitative goodwill impairment analysis is a two-step process. The first step used to identify potential impairment involves comparing each reporting unit’s estimated fair value to its carrying value, including goodwill. We use an income approach, along with other relevant market information, derived from a discounted cash flow model to estimate fair value of our reporting units. The aggregate fair value of our reporting units is compared to our market capitalization on the valuation date to assess its reasonableness. Initial recognition of goodwill, as well as the annual review of carrying value of goodwill, requires that we develop estimates of future business performance. These estimates are used to derive expected cash flows and include assumptions regarding future sales levels and the level of working capital needed to support a given business. We rely on data developed by business segment management as well as macroeconomic data in making these calculations. The discounted cash flow model also includes a determination of our weighted average cost of capital by reporting unit. Cost of capital is based on assumptions about interest rates as well as a risk-adjusted rate of return required by our equity investors. Changes in these estimates can impact present value of expected cash flows used in determining fair value of a given business.

The second step of the process involves calculation of an implied fair value of goodwill for each reporting unit for which step one indicated impairment. Implied fair value of goodwill is determined by measuring the excess of estimated fair value of the reporting unit over estimated fair values of individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination. If implied fair value of goodwill exceeds carrying value of goodwill assigned to the reporting unit, there is no impairment. If carrying value of goodwill assigned to a reporting unit exceeds implied fair value of goodwill, an impairment loss is recorded for the excess. An impairment loss cannot exceed carrying value of goodwill assigned to a reporting unit and subsequent reversal of goodwill impairment losses is not permitted. See Note K – “Goodwill and Intangible Assets, Net” and Note E – “Discontinued Operations and Assets and Liabilities Held for Sale” in the Notes to the Consolidated Financial Statements for further information.


43



Impairment of Long-Lived Assets – Our policy is to assess the realizability of our long-lived assets, including definite-lived intangible assets, and to evaluate such assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets (or group of assets) may not be recoverable. Impairment is determined to exist if estimated future undiscounted cash flows are less than carrying value. If an impairment is indicated, assets are written down to their fair value, which is typically determined by a discounted cash flow analysis. Future cash flow projections include assumptions regarding future sales levels and the level of working capital needed to support the assets. We use data developed by business segment management as well as macroeconomic data in making these calculations. There are no assurances that future cash flow assumptions will be achieved. The amount of any impairment then recognized would be calculated as the difference between estimated fair value and carrying value of the asset.

Accrued Warranties – We record accruals for unasserted warranty claims based on our claim experience. Warranty costs are accrued at the time revenue is recognized. However, adjustments to the initial warranty accrual are recorded if actual claims experience indicates adjustments are necessary. These warranty costs are based upon management’s assessment of past claims and current experience. However, actual claims could be higher or lower than amounts estimated, as the amount and value of warranty claims are subject to variation as a result of many factors that cannot be predicted with certainty, including production quality issues, performance of new products, models and technology, changes in weather conditions for product operation, different uses for products and other similar factors.

Accrued Product Liability – We record accruals for product liability claims when deemed probable and estimable based on facts and circumstances and our prior claims experience. Accruals for product liability claims are valued based upon our prior claims experience, including consideration of the jurisdiction, circumstances of the accident, type of loss or injury, identity of plaintiff, other potential responsible parties, analysis of outside legal counsel, analysis of internal product liability counsel and the experience of our product safety team. Actual product liability costs could be different due to a number of variables such as the decisions of juries or judges.

Defined Benefit Plans – Pension benefits represent financial obligations that will be ultimately settled in the future with employees who meet eligibility requirements. As of December 31, 2017, we maintained one qualified defined benefit pension plan and one nonqualified plan covering certain U.S. employees. Benefits covering salaried employees are based primarily on years of service and employees’ qualifying compensation during final years of employment. Benefits covering bargaining unit employees are based primarily on years of service and a flat dollar amount per year of service. Participation in the qualified plan is frozen and participants are only credited with post-freeze service for purposes of determining vesting and retirement eligibility. It is our policy, generally, to fund the qualified U.S. plan based on requirements of the Employee Retirement Income Security Act of 1974. See Note P – “Retirement Plans and Other Benefits” in the Notes to the Consolidated Financial Statements. The nonqualified plan provides retirement benefits to certain senior executives of the Company and is unfunded. Generally, the nonqualified plan provides a benefit based on average total compensation earned over a participant’s final five years of employment and years of service reduced by benefits earned under any Company retirement program, excluding salary deferrals and matching contributions. In addition, benefits are reduced by Social Security Primary Insurance Amounts attributable to Company contributions. Participation in the nonqualified plan is frozen; however, eligible participants are credited with post-freeze service for purposes of determining vesting and the amount of benefits.

We maintain defined benefit plans in France, Germany, India, Switzerland and the United Kingdom (“U.K.”) for some of our subsidiaries. The plans in France, Germany and India are unfunded plans. The plan in the U.K. is frozen. Participation in the German plans is frozen; however, eligible participants are credited with post-freeze service for purposes of determining vesting and the amount of benefits. For our operations in Italy there are mandatory termination indemnity plans providing a benefit payable upon termination of employment in substantially all cases of termination. We record this obligation based on the mandated requirements. The measure of the current obligation is not dependent on the employees’ future service and therefore is measured at current value.

Plan assets consist primarily of common stocks, bonds and short-term cash equivalent funds. For the U.S. plan, approximately 31% of the assets are in equity securities and 69% are in fixed income securities. For non-U.S. funded plans, approximately 25% of the assets are in equity securities, 72% are in fixed income securities and 3% are in real estate investment securities. These allocations are reviewed periodically and updated to meet the long-term goals of the plans.


44



Determination of defined benefit pension and post-retirement plan obligations and their associated expenses requires use of actuarial valuations to estimate the benefits employees earn while working, as well as the present value of those benefits. We use the services of independent actuaries to assist with these calculations. Inherent in these valuations are economic assumptions, including expected returns on plan assets, discount rates at which liabilities may be settled, rates of increase of health care costs, rates of future compensation increases as well as employee demographic assumptions such as retirement patterns, mortality and turnover. The actuarial assumptions used may differ materially from actual results due to changing market and economic conditions, higher or lower turnover rates, or longer or shorter life spans of participants. In 2014, the Society of Actuaries (the “Society”) issued the RP-2014 mortality tables and improvement scale MP-2014. In 2015, 2016 and again in 2017, the Society issued improvement scales MP-2015, MP-2016 and MP-2017, respectively. The improvement scales are intended to improve the accuracy of the RP-2014 mortality tables and provide the best mortality estimates available for calculating expense and projected benefit obligations. Terex adopted the MP-2014 mortality tables when they were issued and has also adopted each improvement scale for its U.S. pension plans when they have become available. Actual results that differ from the actuarial assumptions used are recorded as unrecognized gains and losses. Unrecognized gains and losses that exceed 10% of the greater of the plan’s projected benefit obligations or the market-related value of assets are amortized to earnings over the shorter of the estimated future service period of the plan participants or the period until any anticipated final plan settlements. The assumptions used in the actuarial models are evaluated periodically and are updated to reflect experience. We believe the assumptions used in the actuarial calculations are reasonable and are within accepted practices in each of the respective geographic locations in which we operate.

Expected long-term rates of return on pension plan assets were 7.00% for the U.S. plan, 4.50% for the U.K. plan and 2.00% for the Swiss plan at December 31, 2017. Our strategy with regard to the investments in the pension plans is to earn a rate of return sufficient to match or exceed the long-term growth of pension liabilities. The expected rate of return of plan assets represents an estimate of long-term returns on the investment portfolio. These rates are determined annually by management based on a weighted average of current and historical market trends, historical portfolio performance and the portfolio mix of investments. The expected long-term rate of return on plan assets at December 31 is used to measure the earnings effects for the subsequent year. The difference between the expected return and the actual return on plan assets affects the calculated value of plan assets and, ultimately, future pension expense (income).

The discount rates for pension plan liabilities were 3.78% for the U.S. plan and 0.70% to 10.71% with a weighted average of 2.15% for non-U.S. plans at December 31, 2017. The discount rate enables us to estimate the present value of expected future cash flows on the measurement date. The rate used reflects a rate of return on high-quality fixed income investments that match the duration of expected benefit payments at the December 31 measurement date. The discount rate at December 31 is used to measure the year-end benefit obligations and the earnings effects on the subsequent year. Typically, a higher discount rate decreases the present value of benefit obligations.

Our U.S. pension plan is frozen so there is no expected rate of compensation increase; however, our nonqualified Supplemental Executive Retirement Plan has an expected rate of compensation increase of 3.75%. Our U.K. pension plan is frozen so there is no expected rate of compensation increase; however, other Non-US plans’ expected rates of compensation increases were 1.00% to 10.00% with a weighted average for all Non-U.S. plans of 0.93% at December 31, 2017. These estimated annual compensation increases are determined by management every year and are based on historical trends and market indices.

We have recorded the underfunded status on our balance sheet as a liability and the unrecognized prior service costs and actuarial gains (losses) as an adjustment to Stockholders’ equity on the Consolidated Balance Sheet. The net decrease in the liability and funded status of $2.2 million was due to earnings on our pension assets partially offset by the negative effect of changes in foreign exchange rates and changes in assumptions from the previous year, primarily decreases in discount rates.

Actual results in any given year will often differ from actuarial assumptions because of demographic, economic and other factors. Market value of plan assets can change significantly in a relatively short period of time. Additionally, the measurement of plan benefit obligations is sensitive to changes in interest rates. As a result, if the equity market declines and/or interest rates decrease, the plans’ estimated benefit obligations could increase, causing an increase in liabilities and a reduction in Stockholders’ Equity.

We expect any future obligations under our plans that are not currently funded will be funded from future cash flows from operations. If our contributions are insufficient to adequately fund the plans to cover our future obligations, or if the performance of assets in our plans does not meet expectations, or if our assumptions are modified, contributions could be higher than expected, which would reduce cash available for our business. Changes in U.S. or foreign laws governing these plans could require additional contributions. In addition, changes in generally accepted accounting principles in the U.S. could require recording additional liabilities and costs related to these plans.


45



Assumptions used in computing our net pension expense and projected benefit obligation have a significant effect on the amounts reported. A 25 basis point change in each assumption below would have the following effects upon net pension expense and projected benefit obligation, respectively, as of and for the year ended December 31, 2017:

 
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

 
$


Income Taxes – We estimate income taxes based on enacted tax laws in the various jurisdictions where we conduct business. We recognize deferred income tax assets and liabilities, which represent future tax benefits or obligations of our legal entities. These deferred income tax balances arise from temporary differences due to divergent treatment of certain items for accounting and income tax purposes.

We evaluate our deferred tax assets each period to ensure that estimated future taxable income will be sufficient in character, amount and timing to result in the use of our deferred tax assets. “Character” refers to the type (ordinary income versus capital gain) as well as the source (foreign vs. domestic) of the income we generate. “Timing” refers to the period in which future income is expected to be generated. Timing is important because, in certain jurisdictions, net operating losses (“NOLs”) and other tax attributes expire if not used within an established statutory time frame. Based on these evaluations, we have determined that it is more likely than not that expected future earnings will be sufficient to use most of our deferred tax assets.

We do not provide for income taxes or tax benefits on differences between financial reporting basis and tax basis of our non-U.S. subsidiaries where such differences are reinvested and, in our opinion, will continue to be indefinitely reinvested. If earnings of foreign subsidiaries are not considered indefinitely reinvested, deferred U.S. income taxes, foreign income taxes, and foreign withholding taxes may have to be provided. We do not record deferred income taxes on the temporary difference between the book and tax basis in domestic subsidiaries where permissible. At this time, determination of the unrecognized deferred tax liabilities for temporary differences related to our investment in non-U.S. subsidiaries is not practicable. 

Judgments and estimates are required to determine tax expense and deferred tax valuation allowances and in assessing uncertain tax positions. Tax returns are subject to audit and local taxing authorities could challenge tax-filing positions we take. Our practice is to file income tax returns that conform to requirements of each jurisdiction and to record provisions for tax liabilities, including interest and penalties, in accordance with ASC 740, “Income Taxes.” Given the continued changes and complexity in worldwide tax laws, coupled with our geographic scope and size there may be greater exposure to uncertain tax positions. Given the subjective nature of applicable tax laws, results of an audit of some of our tax returns could have a significant impact on our financial statements.

On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP when a SEC registrant does not have the necessary information available, compiled, analyzed, or reviewed in sufficient detail to complete the accounting for certain income tax effects from the 2017 Federal Tax Act. In accordance with SAB 118, we have made a reasonable estimate of the effects on our existing U.S. deferred tax balances and the one-time mandatory Transition Tax. We also determined that we were not able to make a reasonable estimate of state and foreign income and withholding tax that may be due on the actual repatriation of earnings that have been taxed for federal tax purposes. Additional work is necessary to produce more detailed analyses as well as evaluate potential correlative adjustments. Any subsequent adjustment to these amounts will be recorded to tax expense when the analysis is complete. See Note D - “Income Taxes,” in our Consolidated Financial Statements.



46



RECENT ACCOUNTING PRONOUNCEMENTS

Please refer to Note A – “Basis of Presentation” in the accompanying Consolidated Financial Statements for a summary of recently issued accounting pronouncements.

LIQUIDITY AND CAPITAL RESOURCES

We are focused on generating cash and maintaining liquidity (cash and availability under our revolving credit facility) for the efficient operation of our business.  We had cash and cash equivalents, including cash and cash equivalents recorded as Current assets held for sale, of $630.1 million at December 31, 2017. We had undrawn availability under our revolving credit facility of $450.0 million, giving us total liquidity of $1,080.1 million. In January 2017, we reduced the size of our revolving credit facility by $150 million, which was a key driver in the change in our liquidity at December 31, 2017 decreasing by approximately $22 million as compared to December 31, 2016. During the year ended December 31, 2017, we generated approximately $835 million in cash due to the sale of our MHPS business, approximately $770 million in cash from the sales of our Konecranes shares and approximately $153 million in net cash provided by operating activities. During the year ended December 31, 2017, we used our liquidity to repay debt, net of debt issuances, of approximately $583 million and repurchase approximately $924 million of our common stock.

Typically, we have invested our cash in a combination of highly rated, liquid money market funds and in short-term bank deposits with large, highly rated banks. Our investment objective is to preserve capital and liquidity while earning a market rate of interest.

We seek to use cash held by our foreign subsidiaries to support our operations and continued growth plans outside the United States through funding of capital expenditures, operating expenses or other similar cash needs of these operations. Most of this cash could be used in the U.S., if necessary. Cash repatriated to the U.S. could be subject to incremental local taxation.

As a result of the 2017 Federal Tax Act, we have changed our indefinite reinvestment assertion related to foreign earnings that have been taxed in the U.S. and now consider these earnings no longer indefinitely reinvested. We expect to repatriate cash in excess of that which is indefinitely reinvested when not required by our non-U.S. subsidiaries to the U.S. and continue to plan to indefinitely reinvest amounts in excess of earnings taxed in the U.S. See Note D - “Income Taxes,” in our Consolidated Financial Statements. There are no trends, demands or uncertainties as a result of the Company’s cash re-investment policy that are reasonably likely to have a material effect on us as a whole or that may be relevant to our financial flexibility.

Consistent with our expectations, we generated cash from operations during the year ended December 31, 2017. Generating cash from operations depends primarily on our ability to earn net income through the sales of our products and to manage our investment in working capital. We generated $52.7 million in free cash flow for the year ended December 31, 2017. This was primarily due to improved profitability on our business and working capital efficiency. We are expecting to generate approximately $100 million of free cash flow in 2018. This guidance includes spending roughly $46 million on transformation and building an additional $40 million of AWP inventories in the second half of 2018 to be prepared for 2019, but excludes approximately $20 million to purchase our principal Northern Ireland based crushing and screening manufacturing facilities.

The following table reconciles Net cash provided by (used in) operating activities to free cash flow (in millions):
 
 
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


Our main sources of funding are cash generated from operations, including cash generated from the sale of receivables, loans from our bank credit facilities, and funds raised in capital markets. Pursuant to terms of our trade accounts receivable factoring arrangements, during the year ended December 31, 2017, we sold, without recourse, approximately $631 million of trade accounts receivable to improve our liquidity. During the year ended December 31, 2017, we also sold approximately $267 million of sales-type leases and commercial loans.


47



We believe cash generated from operations, including cash generated from the sale of receivables, together with access to our bank credit facilities and cash on hand, provide adequate liquidity to continue to support internal operating initiatives and meet our operating and debt service requirements for at least the next 12 months. See Item 1A “Risk Factors” for a detailed description of the risks resulting from our debt and our ability to generate sufficient cash flow to operate our business.

Our ability to generate cash from operations is subject to numerous factors, including the following:

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.

Working capital as a percent of trailing three month annualized net sales was 21.7% at December 31, 2017 compared to 20.8% at December 31, 2016 demonstrating our continued efficient use of resources.

The following tables show the calculation of our working capital in continuing operations and trailing three months annualized sales as of December 31, 2017 and December 31, 2016 (in millions):
 
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
$