| CONSOLIDATING FINANCIAL STATEMENTS |
CONSOLIDATING FINANCIAL STATEMENTS
During 2009 the Company sold and issued the 4% Convertible Notes and during 2012 sold and issued the 6% Notes and the 6-1/2% Notes (collectively the “Notes”) (see Note K – “Long-Term Obligations”). The Notes are jointly and severally guaranteed by the following wholly-owned subsidiaries of the Company (the “Wholly-owned Guarantors”): CMI Terex Corporation, Fantuzzi Noell USA, Inc., Genie Holdings, Inc., Genie Industries, Inc., Genie International, Inc., Powerscreen Holdings USA Inc., Powerscreen International LLC, Powerscreen North America Inc., Powerscreen USA, LLC, Schaeff Incorporated, Schaeff of North America, Inc., Terex Advance Mixer, Inc., Terex Aerials, Inc., Terex Financial Services, Inc., Terex South Dakota, Inc., Terex USA, LLC, Terex Utilities, Inc. and Terex Washington, Inc. Wholly-owned Guarantors are 100% owned by the Company. All of the guarantees are full and unconditional. The guarantees of the Wholly-owned Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions. No subsidiaries of the Company except the Wholly-owned Guarantors have provided a guarantee of the Notes.
The following summarized condensed consolidating financial information for the Company segregates the financial information of Terex Corporation, the Wholly-owned Guarantors and the non-guarantor subsidiaries. The results and financial position of businesses acquired are included from the dates of their respective acquisitions.
Terex Corporation consists of parent company operations. Subsidiaries of the parent company are reported on the equity basis. Wholly-owned Guarantors combine the operations of the Wholly-owned Guarantor subsidiaries. Subsidiaries of Wholly-owned Guarantors that are not themselves guarantors are reported on the equity basis. Non-guarantor subsidiaries combine the operations of subsidiaries which have not provided a guarantee of the Notes. Subsidiaries of non-guarantor subsidiaries that are guarantors are reported on the equity basis. Debt and goodwill allocated to subsidiaries are presented on a “push-down” accounting basis.
TEREX CORPORATION CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED MARCH 31, 2015 (in millions) | | | | | | | | | | | | | | | | | | | | | | Terex Corporation | | Wholly-owned Guarantors | | Non-guarantor Subsidiaries | | Intercompany Eliminations | | Consolidated | Net sales | $ | 0.8 |
| | $ | 732.7 |
| | $ | 979.7 |
| | $ | (217.6 | ) | | $ | 1,495.6 |
| Cost of goods sold | (0.2 | ) | | (625.0 | ) | | (811.4 | ) | | 217.6 |
| | (1,219.0 | ) | Gross profit | 0.6 |
| | 107.7 |
| | 168.3 |
| | — |
| | 276.6 |
| Selling, general and administrative expenses | 12.1 |
| | (71.4 | ) | | (173.1 | ) | | — |
| | (232.4 | ) | Income (loss) from operations | 12.7 |
| | 36.3 |
| | (4.8 | ) | | — |
| | 44.2 |
| Interest income | 27.1 |
| | 17.0 |
| | 1.0 |
| | (44.1 | ) | | 1.0 |
| Interest expense | (40.0 | ) | | (1.0 | ) | | (31.3 | ) | | 44.1 |
| | (28.2 | ) | Income (loss) from subsidiaries | 11.5 |
| | (1.1 | ) | | (0.4 | ) | | (10.0 | ) | | — |
| Other income (expense) – net | (16.1 | ) | | (8.6 | ) | | 17.8 |
| | — |
| | (6.9 | ) | Income (loss) from continuing operations before income taxes | (4.8 | ) | | 42.6 |
| | (17.7 | ) | | (10.0 | ) | | 10.1 |
| (Provision for) benefit from income taxes | 5.8 |
| | (8.7 | ) | | (8.7 | ) | | — |
| | (11.6 | ) | Income (loss) from continuing operations | 1.0 |
| | 33.9 |
| | (26.4 | ) | | (10.0 | ) | | (1.5 | ) | Gain (loss) on disposition of discontinued operations – net of tax | — |
| | — |
| | 3.1 |
| | — |
| | 3.1 |
| Net income (loss) | 1.0 |
| | 33.9 |
| | (23.3 | ) | | (10.0 | ) | | 1.6 |
| Net loss (income) attributable to noncontrolling interest | — |
| | — |
| | (0.6 | ) | | — |
| | (0.6 | ) | Net income (loss) attributable to Terex Corporation | $ | 1.0 |
| | $ | 33.9 |
| | $ | (23.9 | ) | | $ | (10.0 | ) | | $ | 1.0 |
| | | | | | | | | | | Comprehensive income (loss), net of tax | $ | (198.8 | ) | | $ | 33.7 |
| | $ | (161.0 | ) | | $ | 127.9 |
| | $ | (198.2 | ) | Comprehensive loss (income) attributable to noncontrolling interest | — |
| | — |
| | (0.6 | ) | | — |
| | (0.6 | ) | Comprehensive income (loss) attributable to Terex Corporation | $ | (198.8 | ) | | $ | 33.7 |
| | $ | (161.6 | ) | | $ | 127.9 |
| | $ | (198.8 | ) |
TEREX CORPORATION CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED MARCH 31, 2014 (in millions) | | | | | | | | | | | | | | | | | | | | | | Terex Corporation | | Wholly-owned Guarantors | | Non-guarantor Subsidiaries | | Intercompany Eliminations | | Consolidated | Net sales | $ | 38.8 |
| | $ | 783.8 |
| | $ | 1,120.5 |
| | $ | (288.5 | ) | | $ | 1,654.6 |
| Cost of goods sold | (36.1 | ) | | (638.4 | ) | | (935.2 | ) | | 288.5 |
| | (1,321.2 | ) | Gross profit | 2.7 |
| | 145.4 |
| | 185.3 |
| | — |
| | 333.4 |
| Selling, general and administrative expenses | — |
| | (69.8 | ) | | (188.6 | ) | | — |
| | (258.4 | ) | Income (loss) from operations | 2.7 |
| | 75.6 |
| | (3.3 | ) | | — |
| | 75.0 |
| Interest income | 31.5 |
| | 17.9 |
| | 0.9 |
| | (49.0 | ) | | 1.3 |
| Interest expense | (40.5 | ) | | (4.2 | ) | | (34.7 | ) | | 49.0 |
| | (30.4 | ) | Income (loss) from subsidiaries | 47.2 |
| | 3.7 |
| | (1.4 | ) | | (49.5 | ) | | — |
| Other income (expense) – net | (11.2 | ) | | 0.2 |
| | 8.1 |
| | — |
| | (2.9 | ) | Income (loss) from continuing operations before income taxes | 29.7 |
| | 93.2 |
| | (30.4 | ) | | (49.5 | ) | | 43.0 |
| (Provision for) benefit from income taxes | 5.4 |
| | (27.9 | ) | | 11.0 |
| | — |
| | (11.5 | ) | Income (loss) from continuing operations | 35.1 |
| | 65.3 |
| | (19.4 | ) | | (49.5 | ) | | 31.5 |
| Income (loss) from discontinued operations – net of tax | (0.1 | ) | | — |
| | 1.0 |
| | — |
| | 0.9 |
| Gain (loss) on disposition of discontinued operations – net of tax | — |
| | — |
| | 1.5 |
| | — |
| | 1.5 |
| Net income (loss) | 35.0 |
| | 65.3 |
| | (16.9 | ) | | (49.5 | ) | | 33.9 |
| Net loss (income) attributable to noncontrolling interest | — |
| | — |
| | 1.1 |
| | — |
| | 1.1 |
| Net income (loss) attributable to Terex Corporation | $ | 35.0 |
| | $ | 65.3 |
| | $ | (15.8 | ) | | $ | (49.5 | ) | | $ | 35.0 |
| | | | | | | | | | | Comprehensive income (loss), net of tax | $ | 51.5 |
| | $ | 65.8 |
| | $ | (4.4 | ) | | $ | (62.7 | ) | | $ | 50.2 |
| Comprehensive loss (income) attributable to noncontrolling interest | — |
| | — |
| | 1.3 |
| | — |
| | 1.3 |
| Comprehensive income (loss) attributable to Terex Corporation | $ | 51.5 |
| | $ | 65.8 |
| | $ | (3.1 | ) | | $ | (62.7 | ) | | $ | 51.5 |
|
TEREX CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET MARCH 31, 2015 (in millions) | | | | | | | | | | | | | | | | | | | | | | Terex Corporation | | Wholly-owned Guarantors | | Non-guarantor Subsidiaries | | Intercompany Eliminations | | Consolidated | Assets | | | | | | | | | | Current assets | | | | | | | | | | Cash and cash equivalents | $ | 13.9 |
| | $ | 2.3 |
| | $ | 335.1 |
| | $ | — |
| | $ | 351.3 |
| Trade receivables – net | 8.3 |
| | 415.7 |
| | 707.4 |
| | — |
| | 1,131.4 |
| Intercompany receivables | 74.3 |
| | 81.5 |
| | 110.5 |
| | (266.3 | ) | | — |
| Inventories | 1.3 |
| | 465.0 |
| | 1,054.4 |
| | — |
| | 1,520.7 |
| Prepaid assets | 99.9 |
| | 58.2 |
| | 112.4 |
| | — |
| | 270.5 |
| Other current assets | 58.9 |
| | 0.2 |
| | 26.5 |
| | — |
| | 85.6 |
| Total current assets | 256.6 |
| | 1,022.9 |
| | 2,346.3 |
| | (266.3 | ) | | 3,359.5 |
| Property, plant and equipment – net | 64.8 |
| | 122.3 |
| | 460.8 |
| | — |
| | 647.9 |
| Goodwill | — |
| | 170.1 |
| | 861.4 |
| | — |
| | 1,031.5 |
| Non-current intercompany receivables | 1,396.8 |
| | 2,172.7 |
| | 40.5 |
| | (3,610.0 | ) | | — |
| Investment in and advances to (from) subsidiaries | 3,716.7 |
| | 194.6 |
| | 171.7 |
| | (3,980.6 | ) | | 102.4 |
| Other assets | 41.3 |
| | 147.6 |
| | 403.9 |
| | — |
| | 592.8 |
| Total assets | $ | 5,476.2 |
| | $ | 3,830.2 |
| | $ | 4,284.6 |
| | $ | (7,856.9 | ) | | $ | 5,734.1 |
| | | | | | | | | | | Liabilities and Stockholders’ Equity | |
| | |
| | |
| | |
| | |
| Current liabilities | |
| | |
| | |
| | |
| | |
| Notes payable and current portion of long-term debt | $ | 127.3 |
| | $ | 1.3 |
| | $ | 31.6 |
| | $ | — |
| | $ | 160.2 |
| Trade accounts payable | 14.1 |
| | 269.6 |
| | 454.4 |
| | — |
| | 738.1 |
| Intercompany payables | 18.5 |
| | 93.3 |
| | 154.5 |
| | (266.3 | ) | | — |
| Accruals and other current liabilities | 97.1 |
| | 129.2 |
| | 569.0 |
| | — |
| | 795.3 |
| Total current liabilities | 257.0 |
| | 493.4 |
| | 1,209.5 |
| | (266.3 | ) | | 1,693.6 |
| Long-term debt, less current portion | 1,261.0 |
| | 2.8 |
| | 448.9 |
| | — |
| | 1,712.7 |
| Non-current intercompany payables | 2,152.7 |
| | 41.8 |
| | 1,415.5 |
| | (3,610.0 | ) | | — |
| Retirement plans and other non-current liabilities | 57.7 |
| | 28.3 |
| | 460.5 |
| | — |
| | 546.5 |
| Total stockholders’ equity | 1,747.8 |
| | 3,263.9 |
| | 750.2 |
| | (3,980.6 | ) | | 1,781.3 |
| Total liabilities and stockholders’ equity | $ | 5,476.2 |
| | $ | 3,830.2 |
| | $ | 4,284.6 |
| | $ | (7,856.9 | ) | | $ | 5,734.1 |
|
TEREX CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2014 (in millions) | | | | | | | | | | | | | | | | | | | | | | Terex Corporation | | Wholly-owned Guarantors | | Non-guarantor Subsidiaries | | Intercompany Eliminations | | Consolidated | Assets | | | | | | | | | | Current assets | | | | | | | | | | Cash and cash equivalents | $ | 99.0 |
| | $ | 1.9 |
| | $ | 377.3 |
| | $ | — |
| | $ | 478.2 |
| Trade receivables – net | 7.7 |
| | 307.4 |
| | 771.3 |
| | — |
| | 1,086.4 |
| Intercompany receivables | 55.3 |
| | 85.9 |
| | 136.3 |
| | (277.5 | ) | | — |
| Inventories | — |
| | 374.5 |
| | 1,086.4 |
| | — |
| | 1,460.9 |
| Prepaid assets | 100.8 |
| | 32.9 |
| | 114.3 |
| | — |
| | 248.0 |
| Other current assets | 65.7 |
| | 0.1 |
| | 16.9 |
| | — |
| | 82.7 |
| Total current assets | 328.5 |
| | 802.7 |
| | 2,502.5 |
| | (277.5 | ) | | 3,356.2 |
| Property, plant and equipment – net | 65.4 |
| | 117.0 |
| | 507.9 |
| | — |
| | 690.3 |
| Goodwill | — |
| | 170.1 |
| | 960.9 |
| | — |
| | 1,131.0 |
| Non-current intercompany receivables | 1,501.4 |
| | 2,059.9 |
| | 41.9 |
| | (3,603.2 | ) | | — |
| Investment in and advances to (from) subsidiaries | 3,564.2 |
| | 199.3 |
| | 152.0 |
| | (3,809.2 | ) | | 106.3 |
| Other assets | 43.8 |
| | 142.7 |
| | 457.7 |
| | — |
| | 644.2 |
| Total assets | $ | 5,503.3 |
| | $ | 3,491.7 |
| | $ | 4,622.9 |
| | $ | (7,689.9 | ) | | $ | 5,928.0 |
| | | | | | | | | | | Liabilities and Stockholders’ Equity | |
| | |
| | |
| | |
| | |
| Current liabilities | |
| | |
| | |
| | |
| | |
| Notes payable and current portion of long-term debt | $ | 125.0 |
| | $ | 2.0 |
| | $ | 25.5 |
| | $ | — |
| | $ | 152.5 |
| Trade accounts payable | 18.0 |
| | 212.6 |
| | 505.5 |
| | — |
| | 736.1 |
| Intercompany payables | 19.8 |
| | 117.8 |
| | 139.9 |
| | (277.5 | ) | | — |
| Accruals and other current liabilities | 74.6 |
| | 118.1 |
| | 561.8 |
| | — |
| | 754.5 |
| Total current liabilities | 237.4 |
| | 450.5 |
| | 1,232.7 |
| | (277.5 | ) | | 1,643.1 |
| Long-term debt, less current portion | 1,150.0 |
| | 7.6 |
| | 478.7 |
| | — |
| | 1,636.3 |
| Non-current intercompany payables | 2,047.1 |
| | 41.8 |
| | 1,514.3 |
| | (3,603.2 | ) | | — |
| Retirement plans and other non-current liabilities | 62.9 |
| | 27.2 |
| | 519.4 |
| | — |
| | 609.5 |
| Total stockholders’ equity | 2,005.9 |
| | 2,964.6 |
| | 877.8 |
| | (3,809.2 | ) | | 2,039.1 |
| Total liabilities and stockholders’ equity | $ | 5,503.3 |
| | $ | 3,491.7 |
| | $ | 4,622.9 |
| | $ | (7,689.9 | ) | | $ | 5,928.0 |
|
TEREX CORPORATION CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2015 (in millions) | | | | | | | | | | | | | | | | | | | | | | Terex Corporation | | Wholly-owned Guarantors | | Non-guarantor Subsidiaries | | Intercompany Eliminations | | Consolidated | Net cash provided by (used in) operating activities | $ | (307.5 | ) | | $ | 143.6 |
| | $ | 53.2 |
| | $ | — |
| | $ | (110.7 | ) | Cash flows from investing activities | | | | | | | | | |
| Capital expenditures | (0.2 | ) | | (12.7 | ) | | (13.3 | ) | | — |
| | (26.2 | ) | Acquisition of businesses, net of cash acquired | — |
| | (21.1 | ) | | (1.0 | ) | | — |
| | (22.1 | ) | Intercompany investing activities (1) | 161.1 |
| | — |
| | — |
| | (161.1 | ) | | — |
| Other investing activities, net | (3.5 | ) | | — |
| | 1.5 |
| | — |
| | (2.0 | ) | Net cash provided by (used in) investing activities | 157.4 |
| | (33.8 | ) | | (12.8 | ) | | (161.1 | ) | | (50.3 | ) | Cash flows from financing activities | |
| | |
| | |
| | | | |
| Repayments of debt | (114.8 | ) | | (5.5 | ) | | (6.0 | ) | | — |
| | (126.3 | ) | Proceeds from issuance of debt | 225.8 |
| | — |
| | 11.6 |
| | — |
| | 237.4 |
| Share repurchases | (40.2 | ) | | — |
| | — |
| | — |
| | (40.2 | ) | Dividends paid | (6.4 | ) | | — |
| | — |
| | — |
| | (6.4 | ) | Intercompany financing activities (1) | — |
| | (103.9 | ) | | (57.2 | ) | | 161.1 |
| | — |
| Other financing activities, net | 0.6 |
| | — |
| | (0.6 | ) | | — |
| | — |
| Net cash provided by (used in) financing activities | 65.0 |
| | (109.4 | ) | | (52.2 | ) | | 161.1 |
| | 64.5 |
| Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | (30.4 | ) | | — |
| | (30.4 | ) | Net increase (decrease) in cash and cash equivalents | (85.1 | ) | | 0.4 |
| | (42.2 | ) | | — |
| | (126.9 | ) | Cash and cash equivalents at beginning of period | 99.0 |
| | 1.9 |
| | 377.3 |
| | — |
| | 478.2 |
| Cash and cash equivalents at end of period | $ | 13.9 |
| | $ | 2.3 |
| | $ | 335.1 |
| | $ | — |
| | $ | 351.3 |
|
| | (1) | Intercompany investing and financing activities include cash pooling activity between Terex Corporation and Wholly-Owned Guarantors. |
TEREX CORPORATION CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 2014 (in millions) | | | | | | | | | | | | | | | | | | | | | | Terex Corporation | | Wholly-owned Guarantors | | Non-guarantor Subsidiaries | | Intercompany Eliminations | | Consolidated | Net cash provided by (used in) operating activities | $ | (78.9 | ) | | $ | (6.6 | ) | | $ | 110.7 |
| | $ | — |
| | $ | 25.2 |
| Cash flows from investing activities | | | | | | | | | |
| Capital expenditures | (2.2 | ) | | (5.7 | ) | | (11.1 | ) | | — |
| | (19.0 | ) | Acquisition of businesses, net of cash acquired | — |
| | — |
| | (7.4 | ) | | — |
| | (7.4 | ) | Intercompany investing activities (1) | 3.2 |
| | — |
| | — |
| | (3.2 | ) | | — |
| Other investing activities, net | — |
| | 0.1 |
| | 0.4 |
| | — |
| | 0.5 |
| Net cash provided by (used in) investing activities | 1.0 |
| | (5.6 | ) | | (18.1 | ) | | (3.2 | ) | | (25.9 | ) | Cash flows from financing activities | |
| | |
| | |
| | | | |
| Repayments of debt | (161.7 | ) | | (0.3 | ) | | (34.6 | ) | | — |
| | (196.6 | ) | Proceeds from issuance of debt | 255.0 |
| | — |
| | 17.6 |
| | — |
| | 272.6 |
| Purchase of noncontrolling interest | — |
| | — |
| | (71.3 | ) | | — |
| | (71.3 | ) | Share repurchases | (24.0 | ) | | — |
| | — |
| | — |
| | (24.0 | ) | Dividends paid | (5.5 | ) | | — |
| | — |
| | — |
| | (5.5 | ) | Intercompany financing activities (1) | — |
| | 11.8 |
| | (15.0 | ) | | 3.2 |
| | — |
| Other financing activities, net | 5.9 |
| | — |
| | 1.5 |
| | — |
| | 7.4 |
| Net cash provided by (used in) financing activities | 69.7 |
| | 11.5 |
| | (101.8 | ) | | 3.2 |
| | (17.4 | ) | Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | 0.5 |
| | — |
| | 0.5 |
| Net increase (decrease) in cash and cash equivalents | (8.2 | ) | | (0.7 | ) | | (8.7 | ) | | — |
| | (17.6 | ) | Cash and cash equivalents at beginning of period | 16.3 |
| | 3.9 |
| | 387.9 |
| | — |
| | 408.1 |
| Cash and cash equivalents at end of period | $ | 8.1 |
| | $ | 3.2 |
| | $ | 379.2 |
| | $ | — |
| | $ | 390.5 |
|
| | (1) | Intercompany investing and financing activities include cash pooling activity between Terex Corporation and Wholly-Owned Guarantors. |
|