Terex Corporation December 21, 2009 Forward Looking Statements The - - PowerPoint PPT Presentation
Terex Corporation December 21, 2009 Forward Looking Statements The - - PowerPoint PPT Presentation
Terex Corporation December 21, 2009 Forward Looking Statements The following presentation contains forward-looking information based on the current expectations of Terex Corporation. Because forward-looking statements involve risks and
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Forward Looking Statements
The following presentation contains forward-looking information based on the current expectations of Terex
- Corporation. Because forward-looking statements involve risks and uncertainties, actual results could differ
- materially. Such risks and uncertainties, many of which are beyond the control of Terex, include among
- thers: Our business is cyclical and weak general economic conditions, particularly in the key industries we
serve, may affect the sales of our products and financial results; uncertainties regarding the duration or severity of the current global economic downturn and disruptions in the financial markets; our ability to access the capital markets to raise funds and provide liquidity; our business is sensitive to fluctuations in government spending; our business is very competitive and may be affected by our cost structure, pricing, product initiatives and actions taken by competitors; a material disruption to one of our significant facilities;
- ur retention of key management personnel; the financial condition of suppliers and customers, and their
continued access to capital; our ability to obtain parts and components from suppliers on a timely basis at competitive prices; our ability to timely manufacture and deliver products to customers; the need to generate sufficient cash flow to service our debt obligations and comply with restrictive covenants contained in our debt agreements; our business is global and subject to changes in exchange rates between currencies, as well as international politics, particularly in developing markets; the effects of changes in laws and regulations; possible work stoppages and other labor matters; compliance with applicable environmental laws and regulations; litigation and product liability claims and other liabilities; an investigation by the Department of Justice; our implementation of a global enterprise system and its performance; and other factors, risks and uncertainties that are more specifically set forth in our public filings with the Security and Exchange Commission. Actual events or the actual future results of Terex may differ materially from any forward-looking statement due to these and other risks, uncertainties and significant factors. The forward-looking statements speak only as of the date of this presentation. Terex expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement included in this presentation to reflect any changes in expectations with regard thereto or any changes in events, conditions, or circumstances on which any such statement is based.
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Transaction Overview
Transaction
- Divestiture of Terex’s Mining Business
Buyer
- Bucyrus International, Inc.
Offer
- $1,300,000,000
Consideration
- 100% Cash
- Fully-underwritten commitments
Anticipated Closing
- Mid Q1 2010, subject to regulatory filing and approval
Product Range Included
- Hydraulic Mining Shovels,
- Electric Drive Mining Trucks,
- Tracked and Rotary Blasthole Drills,
- Highwall Miner, and
- the related parts and service businesses, including the Company-owned
distribution locations
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Transaction Rationale Customers Benefit Team-members Benefit Shareholders Benefit
Growth will be accelerated, both for those team members in the Mining business as well as those who will continue to be a part of Terex Creates a premier mining equipment manufacturer with global sales and service capabilities Fair value received, and the capital will be re-deployed
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$9,138 $3,849 8.5% 11.3% 10.9% 12.4% 14.9%
22.6%
91.5% 88.7% 89.1% 87.6% 85.1%
77.4%
$9,890 $5,238 $7,824 $6,368
04A 05A 06A 07A 08A 09 YTD
Mining in Context of Terex’s Financial Profile
(US$ in millions)
Net Sales
Mining Terex (Excluding Mining)
Through 2004A-2008A, on average, Mining has accounted for 12% and 14%
- f consolidated Net Sales and Operating Profit, respectively
Operating Profit
$244 $390 $727 $961 $863 23.0% 12.1% 12.7% 13.3% 7.8%
NM
77.0% 87.9% 87.3% 86.7% 92.2%
NM
2004 2005 2006 2007 2008 2009-YTD
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Mining in Context of Terex’s Financial Profile
(US$ in millions)
Working Capital Mining Terex (Excluding Mining)
Through 2004A-2008A, on average, Mining has accounted for approximately 20% of Terex’s working capital investment, as compared with 12% and 14% of consolidated Net Sales and Operating Profit, respectively
$1,917 $2,071 22.2% 20.6% 20.1% 18.6% 18.9% 15.9% 77.8% 79.4% 79.9% 81.4% 81.1% 84.1% $1,140 $1,418 $1,069 $2,218
2004 2005 2006 2007 2009 2009-YTD
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Balanced Portfolio with Significant Scale
Aerial Work Platforms 24% Construction 21% Cranes 30% Materials Processing and Mining 25%
2008, less Mining
Aerial Work Platforms 28% Construction 25% Cranes 35% Materials Processing 12%
Net Sales: $8.4 billion Net Sales: $9.9 billion
2008
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Net Sales
($’s in billions)
Note: “Yesterday” – 2005-2008 “Today” – 2009 “Tomorrow” – 2010-2013
BUSINESS SEGMENT "YESTERDAY" "TODAY" "TOMORROW" * AWP $1.1 - $2.6 $0.85 $1.0 - $2.0 CONSTRUCTION $1.7 - $2.4 $0.95 $1.1 - $1.8 CRANES $1.1 - $2.9 $1.80 $2.2 - $3.6 MATERIALS PROC. $0.4 - $1.0 $0.40 $0.6 - $1.1 TOTAL TEREX $4.3 - $8.7 $4.0 $4.9 - $8.5 * Terex Port Equipment included in Cranes "Tomorrow" category
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Operating Margin
($’s in billions)
- Double the net sales by 2013
- 12% OP margin level
attainable
- Acquisitions would be
incremental
- 20% CAGR
- Consistent with levels
achieved in the past
- 20% ROIC hurdle would
improve financial results EPS of $6.00 possible with no acquisitions
BUSINESS SEGMENT "YESTERDAY" "TODAY" "TOMORROW" * AWP 9% - 18% (13%) 0% - 15% CONSTRUCTION (4%) - 5% (24%) (2%) - 8% CRANES 3% - 14% 5% 4% - 13% MATERIALS PROC. 10% - 13% (10%) 2% - 13% TOTAL TEREX 3% - 11% (8%) 0% - 12% * Terex Port Equipment included in Cranes "Tomorrow" category
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The Reshaping of Terex
We will re-focus Terex Corporation on becoming a leading manufacturer of Machinery and Industrial Products
- To be a company of highly successful product niches
- To build on our leading positions in specialty machinery like AWPs, Crushing and
Screening, Cranes, and Compact Construction Equipment
- Targeted acquisitions
- 20% after-tax ROIC (Year 2 of acquisition and beyond)
- #1 or #2 market position in niche machinery and industrial products
We reiterate our Company’s mission, purpose and vision:
- To be #1 or #2 in any of our businesses, measured by the customer in responsiveness
- To have the highest returns on invested capital compared with our competition.
- To be the preferred place to work in our industry
We will set out to execute on a set of financial objectives:
- Double our business in 2013, achieve at least a 12% operating margin, with an after-
tax ROIC level of 20%
This transformation will be built upon a foundation of market winning franchises and new investment opportunities
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Capital Structure Considerations
Use of Proceeds
- Asset sale covenant broadly requires the
reinvestment of proceeds or the repayment
- f debt
- Repayment of debt applied in descending
- rder of priority
- Senior Notes require 2.0x consolidated
cash flow coverage to be able to pay down junior obligations (carveout for 7 3/8% notes)
- Payment of notes is required to comply
with the asset sale test if proceeds remain after 360 days
- Reinvestment period of 300 days in bank;
360 days in notes
- Bank facility permits $200mm of acquisitions
each 12 month period from June 2009-June 2010 and June 2010-June 2011
Remaining Proceeds
Reinvest (within 300 days) Pay Down Term Loan Senior Notes Sub Notes
Sale of Terex Mining Use of Proceeds
Potential Outcomes
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Summary
The Best is Yet To Come!
- Terex is repositioning itself to be a leading manufacturer
- f machinery and industrial products in niche product
categories
- Focus on internal growth, building on our leading