Ronald M. DeFeo - Chairman & Chief Executive Officer Kevin P. Bradley - Chief Financial Officer & Senior Vice President Timothy A. Ford - President, Terex Cranes Stoyan Filipov - President-Material Handling & Port Solutions Matthew Fearon - President-Terex Aerial Work Platforms.

David M. Raso - Evercore ISI Andrew E. Buscaglia - Credit Suisse Securities (USA) LLC (Broker) Jerry David Revich - Goldman Sachs & Co. Vladimir B. Bystricky - Barclays Capital, Inc. Ann P. Duignan - JPMorgan Securities LLC Andrew M.

Casey - Wells Fargo Securities LLC Ted Grace - Susquehanna Financial Group LLLP Chad Dillard - Deutsche Bank Securities, Inc. Eli S. Lustgarten - Longbow Securities Mig Dobre - Robert W. Baird & Co., Inc. (Broker) Joe J. O'Dea - Vertical Research Partners LLC Daniel B. Politzer - RBC Capital Markets LLC Philip Volpicelli - Deutsche Bank Securities, Inc.

Michael Shlisky - Global Hunter Securities.

Good morning. My name is Melissa, and I will be your conference operator today. At this time, I would like to welcome everyone to the Terex Corporation Fourth Quarter 2014 Financial Results Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. Thank you.

I would now like to turn the conference over to Mr. DeFeo. Please go ahead..

Thank you, Melissa, and good morning, ladies and gentlemen. We appreciate your interest today in Terex.

And on the call with me is Kevin Bradley, our Senior Vice President and Chief Financial Officer; and Kevin O'Reilly, Vice President of Operational Finance; Tom Gelston, Vice President of Investor Relations; and several of our leadership team members including our business segment presidents.

As usual, a replay of this call will be archived on the Terex website www.terex.com under Audio Archives in the Investor Relations section. I will begin with some overall commentary and highlights.

Kevin will follow with a more detailed financial report and I'll return to provide some additional comments on where we're headed and summarize before we open it up to your questions. We will be following the presentation that accompanied the earnings release and is available on our website.

I would like to request that you ask one question and a follow-up in order to give everyone a chance to participate. Let me direct your attention now to page two, which is the forward-looking statement and non-GAAP measures explanation.

We encourage you to read this as well as all other items in our disclosures because information we'll be discussing today does include forward-looking material. So now let me begin. Turning to page 3. 2014 had many positive developments and a number of challenges as well.

Operationally, our Material Handling & Port Solutions business improved profitability by $54 million as they executed the ongoing integration plan delivered on the large port automation projects and launched some newly designed products as anticipated.

Our Construction business returned to profitability and today is a more focused business following the divesture of our Off-Highway Truck business and 51% of ASV. These transactions together delivered cash benefits in excess of $275 million to Terex.

In addition, our cash flow performance in the year was very good, delivering $329 million or $2.88 a share in free cash flow. We partially used this to repurchase 5.3 million shares during the year, with just under 70% of this done in the fourth quarter. We did this while reducing our leverage to 2.1 times EBITDA.

Lastly, our return on invested capital improved 310 basis points to 11.2%. We believe Terex, even in a challenging environment, continues to strengthen. On page 4, we highlight some of the challenges we faced. End markets for our equipment in general were unpredictable, if not, declining.

This was especially true with our Cranes and Materials Processing segments. Our Aerial Work Platform business conversely had improved sales, but the combination of manufacturing inefficiencies, rising material costs and the startup cost of Oklahoma City muted the margin performance.

Companywide, the recent sharp move in oil prices has caused uncertainty for some of our customers especially in the fourth quarter. Lastly, we saw significant move in currency exchange rates also in the final weeks of 2014. On page 5, we highlight the net sales and operating profit bridges for both the fourth quarter and the full-year periods.

While Q4 sales were fairly similar on a year-over-year basis, currency did negatively pressure the Cranes and Material Handling and Port Solutions segments enough to hide slight growth on a constant currency basis. The largest change in our fourth quarter results was the lower profitability of the AWP segment.

We did expect below year-ago performance as AWP focused on cash generation in the fourth quarter of 2014, whereas in 2013 Q4, we built inventory preparing for 2014 growth. Other factors were higher steel costs and the product mix shifting towards telehandlers versus a higher mix of booms in the year-ago quarter.

Some of this was influenced by Tier 4 engine conversions in both periods. For the full year, AWP and MHPS posted sales growth rates of 11% and 5% respectively. Cranes finished the year down 7%. Mobile Crane customers continued to be hesitant to place orders for fleet in the face of uncertain market conditions.

Incremental profitability for our Construction and MHPS segments were very strong as both reflected the ongoing effort to streamline operations and remove overhead costs. AWP results were disappointing as less profit was made on more sales.

As I mentioned on the last slide, staffing decisions, input costs, product mix and startup expense for our facility all contributed to that result. On page 6, we've presented our geographic footprint. This is for your information. You'll see that our largest market remains North America, which showed a slight 3% growth for the year.

Our most improved market was Western Europe which was up 28% for the year and now accounts for 31% of our net sales. The balance of our markets were negative, resulting in a decline in sales from the Rest of the World to 28% of total sales, down from 34% the prior year.

In the fourth quarter, however, we saw a slight improvement in Latin America and the Middle East, which seems to point to a more stable environment for these areas in 2015. I'd like to now turn it over to Kevin who will walk through the detailed financial results in the quarter.

Kevin?.

The $0.26 charge for restructuring actions taken in our MHPS business. In addition to lowering costs, the restructuring action will delayer and simplify the organization.

The $0.17 adjustment for portfolio management primarily represents a loss on the sale of our Australian Material Handling business, which more than offset the gain we recorded on the sale of ASV.

The $0.36 adjustment for net tax impact was a tax benefit triggered by the ASV transaction, partially offset by a valuation allowance recorded in the period. Lastly, $0.52 was reported related to discontinued operations in 2014, which includes the gain on sale of our Off-Highway Truck business.

Page 8 bridges the $342 million increase in liquidity for the year to approximately $1.1 billion. Free cash flow was $329 million, well above our previous guidance. Improvement in working capital reflects some early results from our accounts receivable and accounts payable improvement initiatives.

We repurchased roughly 5.3 million shares of stock during 2014. This combined with our dividend, our dividend represented $192 million usage of cash during the year. We also used $171 million to repay debt and other debt-related expenses during 2014. This includes revolver repayments and maturing debt in Italy.

Portfolio activities resulted in a net benefit of $214 million, generated from the sale of our Off-Highway Truck business and the ASV joint venture formation. During the year, we refinanced our senior credit facility, which lowered our borrowing costs and added $100 million in revolver borrowing capacity.

On page 9, you will find graphs of key financial metrics over the last three years. As I've previously mentioned, our working capital performance has continued to progress as a percentage of sales from 24.8% to 22.5% in 2014. Approximately 45% of this improvement, however, was driven by foreign exchange.

Our free cash flow was $329 million, a solid increase from the 2013 results. And our ROIC for 2014 was 11.2%, a 310 basis point improvement from last year. Continued focused on improved capital efficiency and tax rate as well as the targeted use of cash to de-lever Terex are the main reasons for the improved ROIC performance.

Page 10 covers key capital structure and coverage ratios. Our debt-to-total capital was reduced to 46.7%, continuing the trend to de-lever Terex since our acquisition of Demag Cranes AG back in 2011. As a result of the deleveraging and the new senior debt facility, with its lower interest rate, we covered – our coverage ratio expanded to 5.6 times.

Our net debt to EBITDA ratio improved to 2.1 times. The lower ratio reflects good progress in a relatively flat operating environment. We remain focused on our debt structure and would expect to see net debt to EBITDA ratio continue to trend lower. With that, let me turn it back to Ron..

drive improvement in those activities we can control. And with that, we are on track. AWP did have a challenging year in terms of profit margin. We think we've addressed much of these causes in 2014 and feel most of them are behind us. The market dynamics of currency and the volatility in oil pricing does create a headwind for us in 2015.

Financial efficiency opportunities remain, however, through the company. It will be, as we concentrate on working capital, tax, interest expense and share count improvement opportunities. We're working all these aspects and expect to unlock value from these in 2015 and beyond. We expect modestly weaker markets and significant currency volatility.

But like 2014, we think we can make meaningful improvements during this period that will position us for better days when and if they arrive. Thank you.

And Melissa, could you open the line up for questions?.

Your first question comes from David Raso with Evercore ISI..

I appreciate the color on the cadence for total sales. But can you take us through a little bit on organic sales, how you see the year progressing? I'm just trying to square up – you have the orders up around 13% at the end of last year. But the full year sales guidance is for organic down 2% to 3%.

I'm just trying to square up how we see that play out. Obviously, I'm thinking of the oil impact as a little more of a lag. So, maybe if you can help frame just organically, how you see the sales growth for the year playing out, because the earnings seem to be a little more back half loaded than normal.

So I'm just trying to make sure I understand the cadence..

Okay, David. Without trying to give a complete reconciliation, I'll try to give some, what I think, is overall perspective that's going on here.

In the – relative to Aerial Work Platforms, which I think is one of the drivers of our cadence, while we definitely have highly encouraging orders from the main rental companies and generally feel that the overall markets are pretty positive, we also know that these rental companies are more likely to want less equipment earlier and more equipment during the height of the season, which will cause a modest change in the cadence of that AWP business.

Also, if you do a comparison year-over-year, most of us, including our customers at this point in time a year ago were expecting an even stronger AWP business.

So our effort to build equipment earlier to get more inventory into the system so that we could capitalize on what our customers were telling us was a pretty damn strong market drove our year-ago performance, allowed our customers to want to take equipment earlier.

And this year, I think they're much more balanced on their views, including some concerns that they already have seen from the oil and gas environment. So fundamentally, the equipment we're selling today continues to be replacement driven equipment.

We're not expecting a lot of growth from non-residential construction improvements because we're not seeing it. But that impacts – that overall comment impacts our AWP business.

It's not a very different picture in a certain sense from our Crane business in that the North American business, we'd like to see and the Australian business, we'd like to see improve, but those are pretty weak. We have seen some growth in some other parts of the world, but nothing that I would say would substantially offset that comment.

So if you net all these out across our segments, including a recognition that the MHPS business tends to be somewhat back-half loaded, it causes us to be more cautious in our first half outlook, but not that different from this past year. But I think the tendency will be to be a bit more cautious.

There's one offset that I would say and that is some of Steve's businesses look like we could have a little bit stronger order entry earlier in the year for some of the port business and some others, but that's really more a commentary on how we see the market than when our actual revenue will be realized..

Yeah, I'm just trying to think about the guidance is $0.20 lower year-over-year. And if I heard your first quarter EPS comment correctly, I already lose about $0.10, $0.11 of that $0.20 year-over-year in the first quarter.

So I'm just trying to make sure as the year plays out, I'm just trying to think about the EPS risk in the back half of the year, but it sounds like what you're saying, Steve's business, AWPs, maybe a little later in the year this year than last year. Do the restructuring savings accelerate as the year goes on, I'm just trying to....

Yeah, yes, yes..

...make sure we don't set up $0.17 in the first quarter and then we're kind of in a hole....

Yeah, they do..

...the rest of the year again in 2015?.

The restructuring savings definitely accelerate in the second half of the year and into 2016. Some of the charges we took to end this past year will not really benefit us until mid to late part of 2015..

All right. I'll pass it on. Thank you very much..

Okay..

Your next question comes from Jamie Cook with Credit Suisse..

Hi, guys. This is Andrew Buscaglia on behalf of Jamie. Can you guys talk a little bit more about your orders so far in January and February? I think things were pretty impressive sequentially for AWPs and Cranes.

But can you give just a little more color so far, what you've seen now that we're halfway through February?.

No, we generally won't comment on orders in the middle of a quarter. The best commentary you'll get from me on that topic is the overall outlook and sense that I provided on the marketplace. And frankly, the reason for that is you never really know where you are until the quarter is over.

And so, I've seen over my 22-plus-years big swings between month one and month three of quarters. And so, I don't think it's really appropriate to try and give you that sense..

Got it. That's all right. Can you, I guess, going back to Cranes then, I mean things seemed a little bit surprisingly better sequentially. And you talked about Utilities, Cranes being stronger.

Can you give us a little more commentary specifically what you're seeing in the other crane products?.

Tim, you want to comment on that?.

Sure. Andrew, thank you for the question. Let me give you an overall picture of the segment. So, Cranes – the Crane Products business is about 70% of the overall revenue. So, the Utilities and Services pieces, which are the remaining 30%, are important, but in the grand scheme of things, not the real driver.

The Crane Products business saw, I would say, improved – significantly improved order intake in the fourth quarter over a pretty meager third quarter. Utilities and Services continue to strengthen. The utility market is actually quite strong right now. And our Services business got progressively better each month and each quarter through the year.

So I'm pretty encouraged about the outlook for our Utilities and Services business. And as Ron indicated in his opening comments, some of the areas that we need to continue to pay attention to in the Cranes business are going to be the impact of oil and some of the other foreign exchange effects. So overall, I think it's a pretty balanced view.

I think Services and Utilities are strong and we'll have to wait and see how Cranes unfolds..

All right. Thanks, guys..

Okay..

Your next question comes from Jerry Revich with Goldman Sachs..

Good morning..

Good morning, Jerry..

I'm wondering if you can just talk about your order trends for your European business over the course of the quarter, and particularly touch on whether you're seeing any early signs of benefit for the MHPS business in particular from the weak currency..

Again, we think the currency opportunities – the currency presents some headwinds overall, but also presents some opportunities. I think it is far too early to try and categorize or calculate the opportunities. So I think I don't want to give any kind of mid-quarter commentary about order trends for any of our segments at this point..

Can you touch on it from a fourth quarter perspective, Ron?.

Okay. Fourth quarter really had little to no impact from currency. I think, Jerry, if you want to ask what our Material Handling team is seeing, Material Handling and Port Solutions team is seeing, I'll turn it over to Steve to see if he can provide some commentary there..

Yeah, thanks, Ron. Yeah. Jerry, I mean your question was specific to Europe. So, I think on the MH business fairly flat in the fourth quarter and some markets are down, but there is some momentum in places like Spain, we're seeing some orders coming in. France was a little bit down, Germany was flat, Scandinavia was up a little bit.

On the Port Solutions business, actually Europe was up quite a bit and that's promising a lot of investment in the Benelux, in the UK. So from a Western European perspective, I think MH flat and some momentum in the Port business..

Okay. Thank you. And then just a follow-up on Aerial Platforms. I'm wondering if you could talk about your expectations for pricing net of material costs and net of FX in 2015, obviously a lot of moving pieces with the new engines and I think some transactional headwinds.

I'm wondering if you could just update us on proportion of European content or U.S. content that's sold in Europe for the Aerials business at this point..

Hey, Jerry, that's a complicated question. A lot of moving pieces there, but I'll turn it over to Matt to kind of give you some perspective..

Yeah. You covered a lot of different things there. The – starting with pricing, the pricing environment as a whole has been relatively stable, but we're expecting to get margin improvement through initiatives, not through pricing in 2015. There are some non-U.S. manufacturers, who are using currency to their advantage, as you would expect.

And then as far as the content and what we have produced in Europe versus the U.S., we are primarily manufacturing in the U.S., even through the European market.

Although we do manufacture in the UK, all of our electric sizzlers for the European market, we also manufacture in Italy our articulated booms and we bring telehandlers from there to the U.S. (36:24) so that will help us from a foreign exchange standpoint.

We also have expanded in China, which now makes 11 of our different models and that will also help us for the entire Southeast Asia region.

When you start peeling it into content, we do have European content, when you start to look at the engines that we use, some of the big bearings and gear boxes that we use and we are going right at those suppliers right away to help offset some of the impact of the currency. So you had a lot packed into that question.

But margins are our primary focus in 2015, and things that we can control which you brought up in the question, that's where we'll be putting all our efforts..

Good. Thank you very much..

Your next question comes from Andrew Kaplowitz with Barclays..

Good morning guys. This is Vlad Bystricky on for Andy..

Hey..

So, talking about your initiatives, can you talk a little more on the $50 million improvement you expect for next year.

Can you talk about which initiatives you see as having the most impact on your level of confidence in achieving that $50 million next year?.

Well, it's this year, just to be clear. And why don't – instead of giving you the precise dollar amounts, let me just give you my sense of where we are on some of these initiatives. If you look at the AWP category, we have $69 million identified there, $30 million of which is in productivity and head count.

We're going to make a lot of progress in the productivity and head count and in the supply chain area this year. Part of that is simply being more efficient in deploying our labor and productivity percentages in a very disciplined way. 2014, we anticipated a stronger market, it didn't materialize, we had excess cost.

So the delta is going to be pretty meaningful one year to the next there. In the Cranes area, we're going to make progress here, but some of the design and product issues really will bleed more over to 2016. But we'll have real progress in the productivity and the supply chain areas in the Crane arena.

In Material Handling and Port Solutions, good solid progress here. I'd say about a third of that overall is going to come from a cross section of these. We've already announced the closure of the Luisenthal factory. The product and design simplification initiatives are underway, so I think pretty good progress there.

Materials Processing, new products in the supply chain, the new products are probably mostly 2016, although we're implementing them today, but the real benefits come next year. Supply chain is probably much sooner than that.

Construction probably, a good portion of those new products will come in 2016, although I did mention a couple of new products we're introducing right now that we think are new to our range and will make a difference. And in the corporate, very little of those corporate savings will happen in 2015, most of those will be 2016 related..

That's very helpful. And then maybe just a quick question on inventory. So inventory came down nicely in the quarter.

Given your sales outlook, should we see inventory as a source of cash in 2015 again or is there something else – is there anything else we should think about?.

Yes, we would expect inventory to contribute modestly to working capital reduction in 2015..

Right. Thanks..

Your next question comes from Ann Duignan with JPMorgan..

This is Ann (40:55)..

Hello, Ann..

Hi. My question is a little bit more philosophical, Ron. Just curious you spent $170 million buying back 5.3 million shares, that implies about $32 per share versus your current share price of about $25.

I'm just curious, given the lack of visibility around your end markets and the volatility that we see around your stock price, why pursue share repurchases at all? Why not do special dividends?.

It is a philosophical question, Ann. And of course you know there's no right answer to this. Providing some returns to our shareholders of the cash we generate I think is appropriate given some of the uncertainties that we see in our businesses and the difficulties of actually deploying that cash in accretive acquisitions.

So we're not just at the acquisition challenges from a purchase price point of view, but actually the risk associated with making an acquisition at this point in time.

The reason why 70% of the share repurchase took place in the fourth quarter was because we had a program in place that was much more gradual earlier on when our share price was substantially higher. And so I think we did a fair job to get the average down to $32.

But in reality, we got pretty good pricing relative to our share repurchase plan in the latter part of the year. We think it's prudent to have a share repurchase plan in place with our shares trading where they are. Obviously, I'm not going to try and articulate where I think the right price point is for buying our shares.

But I do think being in the market regularly with a share repurchase plan is a good use of our capital when our stock is trading the way it is. And it's hard for us to predict the turn of our end markets. We know our end markets eventually will get better, but we are really no longer trying to handicap when that turning point is.

So with that reality, using your cash on a regular basis where the stock is currently trading seems to make sense to us..

Okay. That's helpful, Ron. I appreciate the color.

Secondly, can you just talk a little about the impact of the labor disputes on the West Coast? If that's having any impact on your port automation orders? Have you seen any cancellations, any delays in orders, et cetera?.

I'm going to turn that over to Matt. I would say the one thing I'd caution here is that we have any customers listening, I'm sure we'll be able to be competitive with any deliveries. But we don't want to lose any business as a result of this, but I'll turn it over to Matt..

Yeah. And Ron's turning it over to me because the majority of AWP manufacturing is in Washington State. And we've been experiencing slowdowns at the ports for our inbound materials and our outbound shipment. It's been – because it's a slowdown and not a strike, it's been very sporadic about receiving components.

The teams have done a great job of managing it to limit the disruption, but it has been a disruption. We've had to airship a lot of components in. We've had to change routings of ships to go around to come in to other ports.

The visibility on when we're going to receive things has always been kind of – it's been hand-to-mouth since about the middle of November. And then most recently, this past weekend, they actually shut down for four days. And the good news is that they finally have put in the – the federal government has stepped in and they are starting to take action.

So, we're hoping that that gets behind us. But to-date, we've been able to manage it without a significant financial impact. But the longer it goes, the harder it is to manage. So, it's something we're keeping a close eye on. We're working with our representatives and we're hoping that we get through that here in the next few weeks..

And we have pretty close relationships with the Port of Long Beach because in Steve's business, they're the tip of the spear so to speak on the automation initiative. And they're providing us with some good perspective. And they're very much dedicated to finishing the job with automation. So, it's a pretty critical change that's underway..

Okay. Thank you. I'll get back in line. I appreciate the color..

Thanks, Ann..

Your next question comes from Andy Casey with Wells Fargo Securities..

Hey, everybody..

Hi, Andy..

A little different question on inventory as a source of cash. In Q4, you generated, I think, almost $138 million in cash benefit from inventory. Was there anything one-time in that change? I'm just really trying to understand how to frame the impact of efficiency improvements on future cash flow..

Yeah. In December, Andy, currency did impact our levels. So, that was a fairly significant contributor within the quarter. But it wasn't all that. Obviously, the MHPS business, actually most of our businesses had very strong late quarter December deliveries, which we had telegraphed.

So it was good execution to get the inventory out, combined with the drop in the euro that contributed to that..

Okay, thank you. And then I guess back to the cadence question that couple people have asked. The Q1 guidance midpoint of around $0.17, could you give more color behind the biggest drivers of the anticipated year-to-year decline? I know we're focused really on the short term.

But are the major drivers the slow start for AWP and currency headwinds and AWP gets better through the year? I'm just trying to understand the cadence a little bit more..

Sure. The main driver is AWP performance on a year-over-year basis. That comparison, as deliveries will be a little bit more into the second quarter and perhaps a little bit later in the year. And the margin rate obviously was held down a little bit, given our production levels. So that is probably the principal change from one year to the next..

Okay, thank you very much..

Your next question comes from Ted Grace with Susquehanna..

Hi. Ron, I was hoping to zero in on some comments you made on Latin America and the Middle East. I think you indicated that things feel like they've started to stabilize.

And I was just wondering if that was in the context of revenue or orders or both?.

Really in the context of both. I think our sense is that they've hit kind of the bottom. We don't expect a lot of upside short-term, but we don't expect a lot more downside at this point in time. Both the Middle East and Latin America have been good contributors to Terex's net sales and order intake.

But for the most part of 2014, we were on a pretty good decline level. We think we've kind of hit the bottom there for those markets for the most part..

And as it pertains to the Middle East, would Cranes have the greatest exposure of the five segments?.

Yes..

Okay..

Tim, you want to comment on that?.

Yeah, no. The Middle East is an important market for Cranes. I would say that's driven principally by two countries primarily, Saudi Arabia and the UAE. I was in the Middle East in the fourth quarter. And I would say the attitude there is generally optimistic even in spite of the overall oil price decline.

In fact, if you talk to people in Saudi Arabia, the real influence on volume opportunities in 2015 and 2016 isn't necessarily petrochem-related, it's infrastructure-related. Saudi Arabia is building 11 football stadiums and a metro system in Riyadh, and that's going to demand a lot of cranes. So there's opportunity there. It's not happening today.

It's more kind of a late 2015, 2016 kind of thing, but clearly, there is continued opportunity in the Middle East..

That's super-helpful. The next question was for Steve. Steve, can you just talk about kind of the project pipeline for automation? My recollection is, you guys may have framed kind of like a half dozen or so global opportunities on the short-term radar screen that might be let between 4Q of 2014 and through 2015.

But could you just maybe update us on what that – the broader pipeline looks like for automation projects?.

Steve?.

Sure, Ted. Yeah. Sure, Ted. So, as I mentioned, there's probably a dozen projects that we're staying pretty close to in the next – should come out in the next two years. And some of those have been postponed.

But what I would say is we've got clear line of – now to probably two or three projects that are going to open up tenders pretty soon and we're getting ready for that, and obviously we're going to bid it to win it. But it's going to be competitive. So, I think it still looks positive. That pipeline is still there. Some things moved around a little bit.

But at this point, I don't see anything really coming off of – off the rails. And actually, our Software business has increased quite a bit. And that's – will lead into a lot of these project developments and stimulations and things.

So, if you look at that piece of the business, I think we're going to push up to close to $30 million of Software revenue, which is probably double what it was the year before. So, that's kind of showing some positive trends. But a couple are up and coming I think pretty soon..

Okay. And the last one, if I could squeeze it in for Kevin.

Kevin, can you just talk about the impact of FX on profits in the fourth quarter? And then what the kind of embedded profit impact on the $2 to $2.30 of EPS is in 2015? Just how to think about how you are expecting FX to impact profit this current year?.

Right. Let me start with 2015. We're looking at – as we said, $0.15 to $0.20, but that includes the ASV transaction, but currency is the vast majority of that impact year-over-year that's in our guidance..

Yeah, so vast majority of that..

Yeah..

Okay. That's super-helpful..

In the fourth quarter, it was relatively small impact. I don't have the exact amount, but the way things fell off largely towards the end of the year and we used kind of the prior month's ending currency for the period, it didn't have a major impact in the fourth quarter..

Okay. Well, best of luck this quarter. Best of luck this year, guys..

Thank you..

Your next question comes from Vishal Shah with Deutsche Bank..

Chad Dillard on for Vishal. Thanks for taking my question.

Could you provide a little bit more color on your AWP outlook in terms of what to think about for a regional basis?.

Matt?.

Yeah. From a regional perspective, we – I'll start with overall that we're expecting 2015 to be another good year. Our focus is going to be on margin improvement and the things that we can control, like productivity and delivering the backlog that we have secured.

We recognize that there may be some headwinds from oil and gas and the strong dollar, but we have initiatives in place that we believe will offset those headwinds. There's certainly some uncertainty out there, but there are also many opportunities for AWP to drive improvements. For now, we have orders and our inventory is where we want it.

And we're focused on what we control. So I would sum it up by saying North America, there's a little bit of caution because of oil and gas, although a lot of our backlog is for the large North American rental companies. The Europe market is very good. It continues to be good. And the backlog that we have there is high also.

And if you look at the growth that we had in 2014, the strongest percentage growth that we had was in Asia-Pacific and China. So the only place that we've been down and we expect to stay down is in Latin America.

So although it's a little bit muted here in North America as people shake though what's going to happen with the oil and gas, that's the reason that we're taking our revenue and saying that it's going to be down mid-single digits. The rest of the world is looking good..

And what's the body language of the independent rental companies? Are you seeing them coming back or are they going to be holding off – and this is particularly for North America?.

Yeah, the independents, they're following the same trend as in the past, looking at Q4 of 2014. The North American percentage of independent sales was almost identical to the fourth quarter of 2013. So they're still there and an important part of the market. I'd lump them in with everybody else.

Everybody is kind of cautious about what's going to happen, but there's a lot of these independents that are not tied to oil and gas. They're in niche markets and they're feeling pretty good. So independents, there hasn't been a major shift..

Got it.

And just lastly, how much of your buyback is baked into your EPS guide for 2015?.

Nothing..

Okay. Thank you..

Your next question comes from Eli Lustgarten from Longbow Securities..

Morning, everyone. You were implying almost a $500 million FX hit in sales.

Can you give us some of – what the assumptions of currency are in there because I'm not sure how you're doing that with euro and pound are the big ones, and to get some idea of how you're looking at that?.

Basically it's currency rates in effect the end of January..

Okay. So you....

And it's over $500 million. Well over $500 million..

Your next question comes from Mig Dobre with Robert Baird..

Oh, I'm sorry, Eli, but....

Okay, good morning gentlemen. Just going back to Aerial Work Platforms, I appreciate the net sales guidance. But maybe can you provide us with a little bit of color as to how you're thinking about orders for the full year? You had 45% growth in 2014. ConExpo in 1Q, you had the telehandler pre-buy in 4Q.

Is it possible to see further growth in orders in 2015 or if we're talking about a potential decline, how do you sort of gauge the magnitude of that at this point?.

Okay. Mig, it's an interesting question as to when orders come in and when they don't in the Aerial Work Platform business because we've seen two different orientations within 18 months, one where rental companies did a big pre-buy. We also saw them not do a pre-buy. And I think that drives the overall level of backlog that we have.

At this stage, we're pretty positive about the level of backlog that we have. But we're also pretty cautious about the fact that many of the rental companies were telling us that – and I'll speak for Matt here a little bit – that at this stage, this is a replacement-driven kind of planning horizon, not a lot of growth.

And as we get deeper into the year, the oil and gas provides a little bit of a headwind. And we may actually see a little bit of a pause in terms of the amount of orders that – and then the amount of business they want to have in the Aerials category.

But we don't think it's the kind of pause that causes you to fall off a cliff because this is good solid fleet management. The flip side of this is, we haven't seen any growth capital of consequence related to non-residential construction. So normally in a cycle, you see non-residential construction provide the energy for growth capital.

It's not there at this stage. So overall, I think our guidance is a reflection of how we see order patterns coming in. We're not going to get order patterns – big order patterns and look to see mid-single-digits declines in revenue..

Okay. I appreciate the color. Then my follow-up is in Crane. My best guess right now is that your guidance implies a very slight decline in organic growth for the full year. And I guess I'm wondering how to square that with your comments on energy and with prior comments that energy has been a pretty big driver of demand for Crane..

Yeah. I would answer this quite simple simply. I think there's two – there are two effects going on here. One is the impact of oil and gas. And secondly is FX. FX is going to have a negative drag on overall revenue. So when I look at the volume pieces of this, I'm not overly concerned.

In fact when I look at the demand we have (1:01:06) anticipated for 2015, it's reasonably consistent with where we've been over the past 12 months to 18 months. We've got two big areas of concern. One is, Australia continues to be down and that's a very important and very profitable market for us.

And the second area of concern is what's going on with oil and gas. So we'll pay attention to those two areas, and then we'll have to play in the effect of foreign exchange..

Yeah, but that's my point.

If oil and gas is a headwind, why would we see relatively stable just slight organic growth – organic decline in 2015, why not more especially in the back half?.

Keep in mind, as I said earlier, the Crane business makes up 70% of the segment, but Utilities and Services makes up the remaining 30%. And the Utilities and Services business have a pretty strong outlook for 2015. So, I think when you kind of balance those against one another, that's where we end up..

Thank you..

Your next question comes from Joe O'Dea with Vertical Research Partners..

Hi, good morning. First, just on AWPs and production and the adjustments that you've made to build rates over the past couple of quarters.

Are you now in a position with – given your outlook, you feel like you're sort of in a level load kind of situation for production or is it more a factor given the strength in the backlog that you would be ratcheting that up over the course of the year?.

I think we'll be more in balance as we enter the second quarter. So we made the adjustments in the third quarter, fourth quarter, first quarter. And we'll be more back-end balanced in the second quarter in total.

Nevertheless, I think depending upon order rates, we may have a little bit of scarcity of product if the order rates are strong, but we're not planning on that at this stage..

Okay. Thank you. And then just on the Cranes margin outlook, a strong fourth quarter to end the year with an outlook that is kind of flat year-over-year.

So, could you just talk about the kind of mix element to the Cranes margin, maybe why some of that sequential progress in 4Q doesn't carry over a little bit more year-over-year lift into 2015?.

Yup. The – I think if you look at the overall mix impact for Cranes, as I just mentioned, the Australian business is important to us. That continues to decline. And we frankly don't see any upside opportunity there. The second, I would say, most important product category for us is our North American rough terrain business.

And that market was down mid-teens in 2014. And our expectation is that it'll continue to be around the same level in 2015. So, we're looking ahead and making improvements upon the product lines that Ron mentioned earlier, the all-terrain category.

But that's historically been one of our lower margin businesses and it's one that's actually growing and improving. So, we've got to get the cost out of those products to maintain and improve our margins. And that's one of the areas we're focused on pretty intently.

The lattice boom crawler market is a better category for us, but that seems to be a little less bullish in 2015 than it was in 2014..

Okay. Thank you..

Your next question comes from Seth Webber with RBC..

Hey, this is actually Daniel Politzer on for Seth. Just going back to Europe, a couple questions. On AWP, the commentary we've seen coming out of the rentals and a couple industry associations suggest low single digits growth, somewhere in that range.

So, I was wondering if you could kind of just reconcile that with what you're seeing in terms of the order strength. And then I guess the second question would be in Europe also.

And within MHPS, what are you guys seeing in the material handler side? It's just – historically it's tracked capacity utilization, industrial production which seemed to be doing well. So, I guess looking for some color there as well..

So Matt can speak..

Okay. As far as Europe goes, the last two years, we've seen double-digit growth, strong double-digit growth. And when you take a look at the backlog that we've received for Europe year-to-date, it indicates that it's going to continue to grow a little bit above what you've indicated.

We also have to consider the headwinds that we have related to FX that will curb that a little bit. But the European fleet is older and they're at a point where they need to replace the fleet, especially the large rental companies. So, we continue to think that Europe is on an improvement path and that's the way that our plan is for 2015..

Steve?.

Yeah. I guess, Daniel, from the MH side, yeah, industrial utilization, capacity utilization is, it's not bad. It's in the high 70%s. So that's good news and then it actually shows in our Services business. Our Services business is up single digits over prior year. But the equipment business is still, I'd say, in a flattish type market.

So as I mentioned, earlier on the call, I'd say going forward, I think Europe is just – there's a lot of puts and takes. Southern Europe is very slow, Germany is not bad, France is down a little bit. So our general outlook for industrial cranes is flattish in Western Europe..

Okay. And just a quick follow-up on MHPS for margins. It looks like it sustained in 2015 versus 2014.

So, is that really coming from Service? Are there any specific categories there that supports that?.

No, I think, obviously, the restructuring is paying off through both businesses. Not a lot of mix differences I'd say between either businesses. So no real mix effect. Parts and Services, as I said, is up single digits, so that's not going to be a big change factor.

But we've kind of committed that we're going to see flattish type revenues, but we're going to continue to improve our operating profit in both MH and PS businesses..

All right. Thanks a lot..

Your next question comes from Philip Volpicelli from Deutsche Bank..

Good morning. I was hoping you could talk a little bit about the Dueco acquisition that you just completed.

What exactly do you plan to do with that operation? Will you be just servicing equipment or will you be actually leasing equipment to customers?.

Yeah. Good question, Phillip. Dueco is one of our longest standing distributor partners. We'll be using the operation there for both manufacturing as well as expanding our footprint nationally on our Services business..

But it is not our intention to compete with our customers on our rental fleet..

Understood. Great. Thank you very much..

Your next question comes from Mike Shlisky from Global Hunter..

Good morning, guys.

I was curious, is there a certain oil price that you've assumed in your guidance today that's kind of baked in? And if we were to see, let's say, a 25% increase in the price of oil or a decline of that magnitude, give us kind of a feel for how much that might change either your top line or your earnings outlook?.

Yeah. You know, Mike, there is not a specific oil price that we would assume in our guidance because what happens is it's a confidence factor that drives our customers' attitude. And it varies quite differently between our product categories. Oil fell off precipitously.

And when oil falls off precipitously, it raises the eyebrows of capital goods buyers, first in the Crane business, but certainly also in the AWP business and related businesses. And it's not because there's a huge drop in actual equipment being used, but it's because people get concerned that there may be something more there.

And so any products that can be postponed, they postpone the acquisition of that equipment. I believe the reciprocal will be true as oil prices go back up. But frankly, I don't see oil prices going back up anytime soon. So, we're going to have to let this adjust, then demand will be adjusted.

Our customers will realize that they can make money with the oil prices the way they are. In my view, global GDP or U.S. GDP actually may respond because remember, two-thirds of the economy is consumer. So, consumer has more money in their pocket because of lower gas prices. So, net-net, a short-term drag on our business.

But we've got to get the economies, the global GDPs, the U.S. GDP growing a little bit faster for our business to be healthier long-term..

Got it. Got it. And just a quick follow-up here on your oil and gas business. You're mentioning that a lot of headwinds you're seeing have been mainly on upstream type projects.

And what we've been hearing clearly is midstream and downstream margins doing quite so poorly right now given what's been booked up there by some of the major construction companies and some of the major MLPs.

Can you give us a kind of sense for how much of your upstream rental business on either Aerials or even on Cranes? Is there threshold (1:12:08) that can be transferred over by the fleets from upstream to midstream or downstream projects? Or if they do see some pretty solid downstream business here, does that kind of require entirely new equipment?.

All of our products could go downstream as well as upstream. And it's just a matter of adapting to the products. So, I don't think there's one rule of thumb that we could apply..

Okay. Thanks, guys..

Your next question comes from David Raso with Evercore ISI..

Yeah. Apologize, one modeling question here. The share count for 2015 being above the fourth quarter.

Share count, is that related to the converts at all or how should we think about, just share creep on comp?.

Good question, David..

Yeah. Thanks, David. It's a combination of an assumption on a little bit more delusion from the convert between now and their expiration on June 1 of this year as well as stock comp..

Okay. Great. And then quick, Matt, if you want to give us a little color on the backlog in Aerials.

When you look at the backlog up 137% year-over-year at December 31, can you give us a little color on North American backlog year-over-year? And then within that, just curious, is it more the larger booms, is it the scissors, 40-footers? I'm just trying to get a feel from mix with that sort of organic up, I guess, implied mid single, low single for North America for the year..

Yeah. It's – the backlog, it is heavy with the North American large rental companies. Most of the deliveries start in late March through July, August. The mix inside there is what I would call a traditional mix for Genie as far as booms, scissors and telehandlers. We've looked at it and it's nothing surprising in there.

What – part of what we saw in fourth quarter, we referenced the telehandler, the run on telehandlers because they convert to Tier 4 in second quarter. So the first quarter, I would expect a little bit heavy in telehandlers as we move through the rest of the year because we have visibility on that backlog, it's more of a traditional mix..

That's helpful. I appreciate it. Thank you..

All right, David. Thank you..

There are no further questions at this time..

All right. Well, we appreciate everybody staying with this call for this length of time. Thank you for your interest in Terex today. Our team is available for follow up and thank you..

This concludes today's conference call. You may now disconnect..