CONSOLIDATING FINANCIAL STATEMENTS | CONSOLIDATING FINANCIAL STATEMENTS During 2012, the Company sold and issued the 6% Notes and the 6-1/2% Notes (collectively the “Notes”) (see Note M – “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, 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 SEPTEMBER 30, 2015 (in millions) Terex Corporation Wholly-owned Guarantors Non-guarantor Subsidiaries Intercompany Eliminations Consolidated Net sales $ 2.8 $ 768.0 $ 1,104.1 $ (233.6 ) $ 1,641.3 Cost of goods sold (2.4 ) (616.2 ) (919.7 ) 233.6 (1,304.7 ) Gross profit 0.4 151.8 184.4 — 336.6 Selling, general and administrative expenses 3.0 (68.0 ) (159.7 ) — (224.7 ) Income (loss) from operations 3.4 83.8 24.7 — 111.9 Interest income 25.5 17.3 0.6 (42.3 ) 1.1 Interest expense (36.7 ) (1.8 ) (28.5 ) 42.3 (24.7 ) Income (loss) from subsidiaries 68.9 4.0 0.1 (73.0 ) — Other income (expense) – net (25.4 ) 2.7 11.3 — (11.4 ) Income (loss) from continuing operations before income taxes 35.7 106.0 8.2 (73.0 ) 76.9 (Provision for) benefit from income taxes 8.5 (32.6 ) (6.7 ) — (30.8 ) Income (loss) from continuing operations 44.2 73.4 1.5 (73.0 ) 46.1 Gain (loss) on disposition of discontinued operations – net of tax (0.6 ) — (0.6 ) — (1.2 ) Net income (loss) 43.6 73.4 0.9 (73.0 ) 44.9 Net loss (income) attributable to noncontrolling interest — — (1.3 ) — (1.3 ) Net income (loss) attributable to Terex Corporation $ 43.6 $ 73.4 $ (0.4 ) $ (73.0 ) $ 43.6 Comprehensive income (loss), net of tax $ (27.8 ) $ 73.1 $ (39.0 ) $ (32.9 ) $ (26.6 ) Comprehensive loss (income) attributable to noncontrolling interest — — (1.2 ) — (1.2 ) Comprehensive income (loss) attributable to Terex Corporation $ (27.8 ) $ 73.1 $ (40.2 ) $ (32.9 ) $ (27.8 ) TEREX CORPORATION CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) NINE MONTHS ENDED SEPTEMBER 30, 2015 (in millions) Terex Corporation Wholly-owned Guarantors Non-guarantor Subsidiaries Intercompany Eliminations Consolidated Net sales $ 8.3 $ 2,412.5 $ 3,258.8 $ (714.2 ) $ 4,965.4 Cost of goods sold (6.5 ) (1,972.7 ) (2,703.0 ) 714.2 (3,968.0 ) Gross profit 1.8 439.8 555.8 — 997.4 Selling, general and administrative expenses 16.9 (207.8 ) (502.1 ) — (693.0 ) Income (loss) from operations 18.7 232.0 53.7 — 304.4 Interest income 78.2 51.5 1.7 (128.3 ) 3.1 Interest expense (115.3 ) (4.4 ) (88.5 ) 128.3 (79.9 ) Income (loss) from subsidiaries 187.1 3.2 0.7 (191.0 ) — Other income (expense) – net (63.5 ) (1.1 ) 43.3 — (21.3 ) Income (loss) from continuing operations before income taxes 105.2 281.2 10.9 (191.0 ) 206.3 (Provision for) benefit from income taxes 24.8 (80.3 ) (19.9 ) — (75.4 ) Income (loss) from continuing operations 130.0 200.9 (9.0 ) (191.0 ) 130.9 Gain (loss) on disposition of discontinued operations – net of tax (0.6 ) — 2.1 — 1.5 Net income (loss) 129.4 200.9 (6.9 ) (191.0 ) 132.4 Net loss (income) attributable to noncontrolling interest — — (3.0 ) — (3.0 ) Net income (loss) attributable to Terex Corporation $ 129.4 $ 200.9 $ (9.9 ) $ (191.0 ) $ 129.4 Comprehensive income (loss), net of tax $ (60.9 ) $ 200.7 $ (170.0 ) $ (27.8 ) $ (58.0 ) Comprehensive loss (income) attributable to noncontrolling interest — — (2.9 ) — (2.9 ) Comprehensive income (loss) attributable to Terex Corporation $ (60.9 ) $ 200.7 $ (172.9 ) $ (27.8 ) $ (60.9 ) TEREX CORPORATION CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) THREE MONTHS ENDED SEPTEMBER 30, 2014 (in millions) Terex Corporation Wholly-owned Guarantors Non-guarantor Subsidiaries Intercompany Eliminations Consolidated Net sales $ 0.5 $ 814.0 $ 1,214.4 $ (219.1 ) $ 1,809.8 Cost of goods sold (0.4 ) (675.1 ) (996.1 ) 219.1 (1,452.5 ) Gross profit 0.1 138.9 218.3 — 357.3 Selling, general and administrative expenses 0.7 (64.0 ) (177.2 ) — (240.5 ) Income (loss) from operations 0.8 74.9 41.1 — 116.8 Interest income 33.4 18.5 1.6 (51.2 ) 2.3 Interest expense (41.4 ) (4.0 ) (34.6 ) 51.2 (28.8 ) Loss on early extinguishment of debt (1.5 ) — (1.1 ) — (2.6 ) Income (loss) from subsidiaries 73.3 1.4 0.1 (74.8 ) — Other income (expense) – net (11.9 ) (4.3 ) 14.9 — (1.3 ) Income (loss) from continuing operations before income taxes 52.7 86.5 22.0 (74.8 ) 86.4 (Provision for) benefit from income taxes 6.7 (25.3 ) (9.1 ) — (27.7 ) Income (loss) from continuing operations 59.4 61.2 12.9 (74.8 ) 58.7 Income (loss) from discontinued operations – net of tax — — — — — Gain (loss) on disposition of discontinued operations – net of tax 4.8 — 0.7 — 5.5 Net income (loss) 64.2 61.2 13.6 (74.8 ) 64.2 Net loss (income) attributable to noncontrolling interest — — — — — Net income (loss) attributable to Terex Corporation $ 64.2 $ 61.2 $ 13.6 $ (74.8 ) $ 64.2 Comprehensive income (loss), net of tax $ (106.6 ) $ 60.9 $ (110.5 ) $ 49.6 $ (106.6 ) Comprehensive loss (income) attributable to noncontrolling interest — — — — — Comprehensive income (loss) attributable to Terex Corporation $ (106.6 ) $ 60.9 $ (110.5 ) $ 49.6 $ (106.6 ) TEREX CORPORATION CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) NINE MONTHS ENDED SEPTEMBER 30, 2014 (in millions) Terex Corporation Wholly-owned Guarantors Non-guarantor Subsidiaries Intercompany Eliminations Consolidated Net sales $ 40.4 $ 2,616.4 $ 3,655.8 $ (793.1 ) $ 5,519.5 Cost of goods sold (37.4 ) (2,134.4 ) (3,026.3 ) 793.1 (4,405.0 ) Gross profit 3.0 482.0 629.5 — 1,114.5 Selling, general and administrative expenses (4.2 ) (198.0 ) (559.6 ) — (761.8 ) Income (loss) from operations (1.2 ) 284.0 69.9 — 352.7 Interest income 97.2 55.1 3.3 (150.8 ) 4.8 Interest expense (124.2 ) (12.5 ) (105.0 ) 150.8 (90.9 ) Loss on early extinguishment of debt (1.5 ) — (1.1 ) — (2.6 ) Income (loss) from subsidiaries 273.0 5.5 (1.6 ) (276.9 ) — Other income (expense) – net (34.9 ) (1.8 ) 30.5 — (6.2 ) Income (loss) from continuing operations before income taxes 208.4 330.3 (4.0 ) (276.9 ) 257.8 (Provision for) benefit from income taxes 22.7 (99.4 ) (2.5 ) — (79.2 ) Income (loss) from continuing operations 231.1 230.9 (6.5 ) (276.9 ) 178.6 Income (loss) from discontinued operations – net of tax 0.6 — 0.8 — 1.4 Gain (loss) on disposition of discontinued operations – net of tax 7.3 — 51.2 — 58.5 Net income (loss) 239.0 230.9 45.5 (276.9 ) 238.5 Net loss (income) attributable to noncontrolling interest — — 0.5 — 0.5 Net income (loss) attributable to Terex Corporation $ 239.0 $ 230.9 $ 46.0 $ (276.9 ) $ 239.0 Comprehensive income (loss), net of tax $ 109.7 $ 231.3 $ (66.2 ) $ (166.0 ) $ 108.8 Comprehensive loss (income) attributable to noncontrolling interest — — 0.9 — 0.9 Comprehensive income (loss) attributable to Terex Corporation $ 109.7 $ 231.3 $ (65.3 ) $ (166.0 ) $ 109.7 TEREX CORPORATION CONDENSED CONSOLIDATING BALANCE SHEET SEPTEMBER 30, 2015 (in millions) Terex Corporation Wholly-owned Guarantors Non-guarantor Subsidiaries Intercompany Eliminations Consolidated Assets Current assets Cash and cash equivalents $ 8.6 $ 4.2 $ 288.3 $ — $ 301.1 Trade receivables – net 9.4 344.2 829.8 — 1,183.4 Intercompany receivables 79.8 77.9 36.8 (194.5 ) — Inventories — 481.2 1,064.4 — 1,545.6 Prepaid assets 36.2 44.2 159.5 — 239.9 Other current assets 58.6 0.1 20.5 — 79.2 Total current assets 192.6 951.8 2,399.3 (194.5 ) 3,349.2 Property, plant and equipment – net 60.1 135.6 477.1 — 672.8 Goodwill — 180.1 874.3 — 1,054.4 Non-current intercompany receivables 1,413.8 2,414.6 0.9 (3,829.3 ) — Investment in and advances to (from) subsidiaries 3,913.5 195.0 188.5 (4,194.6 ) 102.4 Other assets 38.9 107.9 553.3 — 700.1 Total assets $ 5,618.9 $ 3,985.0 $ 4,493.4 $ (8,218.4 ) $ 5,878.9 Liabilities and Stockholders’ Equity Current liabilities Notes payable and current portion of long-term debt $ — $ 1.4 $ 82.0 $ — $ 83.4 Trade accounts payable 12.4 245.3 482.7 — 740.4 Intercompany payables 3.6 33.5 157.4 (194.5 ) — Accruals and other current liabilities 89.3 138.0 541.3 — 768.6 Total current liabilities 105.3 418.2 1,263.4 (194.5 ) 1,592.4 Long-term debt, less current portion 1,222.3 2.1 589.8 — 1,814.2 Non-current intercompany payables 2,345.1 22.4 1,461.8 (3,829.3 ) — Retirement plans and other non-current liabilities 56.3 28.8 461.5 — 546.6 Total stockholders’ equity 1,889.9 3,513.5 716.9 (4,194.6 ) 1,925.7 Total liabilities and stockholders’ equity $ 5,618.9 $ 3,985.0 $ 4,493.4 $ (8,218.4 ) $ 5,878.9 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 NINE MONTHS ENDED SEPTEMBER 30, 2015 (in millions) Terex Corporation Wholly-owned Guarantors Non-guarantor Subsidiaries Intercompany Eliminations Consolidated Net cash provided by (used in) operating activities $ (413.2 ) $ 423.9 $ 109.3 $ (176.6 ) $ (56.6 ) Cash flows from investing activities Capital expenditures (1.6 ) (31.1 ) (40.7 ) — (73.4 ) Proceeds (payments) from disposition of discontinued operations (3.4 ) — 3.2 — (0.2 ) Acquisition of businesses, net of cash acquired — (52.1 ) (19.2 ) — (71.3 ) Intercompany investing activities (1) 454.5 — (188.9 ) (265.6 ) — Other investing activities, net (1.0 ) 0.1 19.0 (17.3 ) 0.8 Net cash provided by (used in) investing activities 448.5 (83.1 ) (226.6 ) (282.9 ) (144.1 ) Cash flows from financing activities Repayments of debt (983.6 ) (6.2 ) (39.6 ) — (1,029.4 ) Proceeds from issuance of debt 927.0 — 226.6 — 1,153.6 Share repurchases (50.4 ) — — — (50.4 ) Dividends paid (19.3 ) — — — (19.3 ) Intercompany financing activities (1) — (332.3 ) (127.2 ) 459.5 — Other financing activities, net 0.6 — (1.9 ) — (1.3 ) Net cash provided by (used in) financing activities (125.7 ) (338.5 ) 57.9 459.5 53.2 Effect of exchange rate changes on cash and cash equivalents — — (29.6 ) — (29.6 ) Net increase (decrease) in cash and cash equivalents (90.4 ) 2.3 (89.0 ) — (177.1 ) Cash and cash equivalents at beginning of period 99.0 1.9 377.3 — 478.2 Cash and cash equivalents at end of period $ 8.6 $ 4.2 $ 288.3 $ — $ 301.1 (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 NINE MONTHS ENDED SEPTEMBER 30, 2014 (in millions) Terex Corporation Wholly-owned Guarantors Non-guarantor Subsidiaries Intercompany Eliminations Consolidated Net cash provided by (used in) operating activities $ (189.3 ) $ 175.2 $ 130.7 $ — $ 116.6 Cash flows from investing activities Capital expenditures (4.1 ) (21.7 ) (32.8 ) — (58.6 ) Acquisition of businesses, net of cash acquired — — (7.4 ) — (7.4 ) Proceeds from disposition of discontinued operations 31.3 — 130.9 — 162.2 Intercompany investing activities (1) 212.6 — — (212.6 ) — Other investing activities, net — 2.2 0.8 — 3.0 Net cash provided by (used in) investing activities 239.8 (19.5 ) 91.5 (212.6 ) 99.2 Cash flows from financing activities Repayments of debt (752.0 ) (1.1 ) (766.8 ) — (1,519.9 ) Proceeds from issuance of debt 794.2 7.3 610.2 — 1,411.7 Purchase of noncontrolling interest — — (73.4 ) — (73.4 ) Share repurchases (61.5 ) — — — (61.5 ) Dividends paid (16.5 ) — — — (16.5 ) Intercompany financing activities (1) — (163.6 ) (49.0 ) 212.6 — Other financing activities, net 2.1 — (4.1 ) — (2.0 ) Net cash provided by (used in) financing activities (33.7 ) (157.4 ) (283.1 ) 212.6 (261.6 ) Effect of exchange rate changes on cash and cash equivalents — — (17.8 ) — (17.8 ) Net increase (decrease) in cash and cash equivalents 16.8 (1.7 ) (78.7 ) — (63.6 ) Cash and cash equivalents at beginning of period 16.3 3.9 387.9 — 408.1 Cash and cash equivalents at end of period $ 33.1 $ 2.2 $ 309.2 $ — $ 344.5 (1) Intercompany investing and financing activities include cash pooling activity between Terex Corporation and Wholly-Owned Guarantors. |