Thomas Gelston - Vice President-Investor Relations John L. Garrison - President & Chief Executive Officer Kevin P. Bradley - Chief Financial Officer & Senior Vice President.

Cleveland D. Rueckert - UBS Securities LLC Jamie L. Cook - Credit Suisse Securities (USA) LLC (Broker) Jerry Revich - Goldman Sachs & Co. Michael David Shlisky - Seaport Global Securities LLC David Raso - Evercore ISI Andrew M. Casey - Wells Fargo Securities LLC Robert Wertheimer - Barclays Capital, Inc. Ken H. Newman - KeyBanc Capital Markets, Inc.

Mig Dobre - Robert W. Baird & Co., Inc. (Broker) Seth Weber - RBC Capital Markets LLC Yilma Abebe - JPMorgan Securities LLC.

Good morning. My name is Nan, and I will be your conference operator today. At this time, I would like to welcome everyone to the Terex Corporation Second Quarter Financial Results Conference 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 it over to Tom Gelston. Please go ahead, sir..

Thank you, Nan. Good morning, everyone, and thank you for joining us for today's second quarter 2016 financial results conference call. Participating on today's call are John Garrison, President and Chief Executive Officer, and Kevin Bradley, Senior Vice President and Chief Financial Officer.

As Nan mentioned, following the prepared remarks we will conduct a question-and-answer session. Last evening we released our second quarter 2016 results, a copy of which is available on our website at terex.com.

Today's call is being webcast and is accompanied by a slide presentation, which includes a reconciliation of GAAP to non-GAAP financial measures that we will use during this call, and is also available on our website. All per-share amounts in the presentation are on a fully diluted basis.

We will post a replay of this call on the Terex website under Audio Archives on the Investor Relations section. Let me direct your attention to slide two, which is our forward-looking statement and explanation of non-GAAP financial measures.

We encourage you to read this as well as other items in our disclosures, because the information we will be discussing today does include forward-looking material. And with that, please turn to slide three, and I'll turn it over to you, John..

the 25% equity interest, the Konecranes dividend, and the proceeds from the sale that will strengthen Terex's balance sheet. These benefits will be realized after we complete the sale. With that, let me turn it over to Kevin..

moving our concrete businesses from construction into material processing; the elimination of construction as a segment and moving the remainder of that business into corporate and other; and reporting MHPS as discontinued operations.

Under the previous reporting structure, MHPS would have absorbed $8.5 million of corporate costs in the quarter, which will remain in continuing operations. We will take action to further reduce our cost base and substantially offset that amount after the completion of the sale. Let's turn to slide 11, and I'll review our guidance.

Including MHPS through the first six months, we performed in line with our expectations. Under our previous reporting structure, we would have maintained our original EPS guidance of $1.30 to $1.60. This excludes the impact of restructuring and other unusual items.

The removal of MHPS earnings from continuing operations and the overhang of the unabsorbed corporate management costs have an impact of approximately $0.45. As a result, our new guidance range is $0.85 to $1.15. This excludes the impact of restructuring and other unusual items.

We maintain our outlook for free cash flow of $200 million to $250 million for the full year. Slide 12 provides an update of our full-year segment outlook. Our original estimate was for AWP sales to decline by approximately 15%. We maintain that view. Margins for this business are now estimated at 8.5% to 9.5%.

This is driven by increased market challenges. We continue to estimate Crane sales to be down approximately 15%, consistent with the first six months. A combination of market and pricing dynamics, product mix, and execution issues are putting further pressure on margins for Cranes.

Including our concrete business, we now see improved margins on flat revenue from the Material Processing segment. We expect operating losses from Corporate and Other to improve by approximately $10 million, driven primarily by cost reduction activities.

The net result of these updates is full-year continuing operations sales of between $4.3 billion and $4.5 billion, on operating margins between 5.25% and 6.25%. With that, let me turn it back to John..

Thanks Kevin. I'll provide an overview of our segment performance, starting with AWP. Sales in the quarter were in line with our forecast, down around 14% from last year. The decline was driven by North America and South America. We partially offset the decline with higher sales in Europe and Asia-Pacific.

Lower volume, foreign exchange, and global pricing dynamics, partially offset by SG&A and material reductions, led to the year-over-year margin decline. Looking ahead at the balance of 2016, we expect to generate sales consistent with our original guidance.

Global pricing dynamics, geographical mix, and production reductions are causing some margin compression. While the market conditions are challenging, especially in North and South America, we are encouraged by the continued traction that our new, innovative products are gaining in the market, notably our Z-60 DC, FX-150 and the GTH-1256 models.

From a broader perspective, the most influential market dynamic impacting our AWP business is the North American replacement cycle. AWP products generally have an 8-year average replacement cycle. The market declined in late 2008 and stayed very low into 2010, when it started to rebound.

We are seeing the implications of that decline in our backlog and our sales. With lower demand for replacement machines, we expect this trend to continue through 2017. We model and work closely with our customers to understand what they see in the market and what they are planning.

In general, our North American customers have been cautious this year, reducing their purchases to support improvement in utilization and rental rates. Their focus on rates, utilization and the replacement cycle will determine the rate of decline in 2017.

We will continue to work with our customers over the third and fourth quarters to develop a clearer picture of demand for the remainder of this year and for 2017. Moving to our Cranes business. Overall, the segment improved compared to Q1, but was well off its prior year performance and well below what we expect from our global Cranes business.

Our mobile Cranes business is a turnaround situation. We are taking action, with the relocation of our North American manufacturing and the relaunch of our Demag line of crawler and all-terrain cranes, but more is needed and there's more to come. This business will be a consistent and important contributor to our company.

As we anticipated, demand for utilities products in North America was slower than last year. We saw margin compression driven by product mix, and under-absorption in the factory as we reduced production levels. We continue to pursue opportunities outside our traditional North American market.

A great example is, we won an order for 500 units from a major Chinese customer in the quarter. Turning to our Materials Process business. MP executed well. The segment grew by 2.6% year-on-year, and improved profitability.

The historical MP business, driven by the Powerscreen and Finlay lines of mobile crushing and screening equipment, was flat with margins consistent with last year. We are seeing some strength in aggregates but the mining market remains weak.

Our cost reduction actions, both SG&A and building materials, helped offset pricing pressure in these product lines. As Kevin mentioned, we moved our concrete business into MP, and that is reflected in the performance. Concrete sales and profits were up sharply over last year.

A significant headwind for the MP segment is a soft market for Fuchs machines, driven by scrap metal prices. The team is focused on expanding our distribution and moving into other material handling applications.

Kieran and his team continue to address their manufacturing footprint with the closure of the Farwell, Michigan facility in the first quarter and the closure of our Austrian facility this quarter. In summary, in a challenging market we are maintaining our full-year guidance while executing our new strategy.

We have taken action to focus our portfolio and simplify our company. We are on track to close the MHPS and German Compact Construction business sales and we're taking action to improve our cost structure. Finally, the building blocks of our Execute to Win business system are in place to consistently deliver on our commitments.

With that, let me turn it back over to Tom..

Thanks, John. As a reminder, during the question-and-answer session we ask for you to limit your questions to one and a follow-up to ensure we have time to get to everyone's question. And with that, I'd like to open it up for questions..

Thank you..

Nan, could you take care of the queue?.

Thank you. Your first question comes from the line of Steven Fisher with UBS..

Hi, thanks for taking the question. This is Cleve Rueckert on for Steve. Just looking at the MHPS sale, could you give us some more details on what benefits are that aren't included in guidance? And it seems like there should be a tailwind from equity earnings going into 2017.

And then I think initially the thought was to use the cash for a buyback, but it seems like maybe now debt reduction is more of the focus? Any clarity would be appreciated..

Thanks, Cleve. In terms of – as we talk about MHPS, it is a major step forward in our strategy to focus and simplify our portfolio. As we indicated, we are on track to close in early 2017, and it will be an accretive transaction.

As I indicated in my remarks, we're not showing any of the upside of the 25% equity position in Konecranes or the dividends or the stock appreciation of the ownership interest. And in terms of capital allocation, that's a great question.

And as we execute the strategy to focus the portfolio and simplify our company, as a result of continuing operations, cash from continuing operations and the sale of the MHPS and compact business, we'll have about $1 billion of cash.

And we're working with our Board and our lenders and advisors to determine the optimal capital structure for the new Terex. Clearly, capital allocation is a critical driver in shareholder value creation.

So how are we thinking about deploying the cash? First, organic growth – growing through investments in our products and services and CapEx required to do that. Second, restructuring. As we announced this quarter, significant restructuring activities. There is more to come, as we rationalize our footprint and take cost out of the business.

So we believe we need to fund that. And, finally, efficient return of capital to shareholders through share buybacks. And so we do have an existing program that has $150 million outstanding, and we're continuing to execute on that.

And as we get closer and finalize the optimal capital structure, we'll indicate what the share buyback will be and the amount of the share buyback. So we're not prepared at this time to talk about the amount. But we will as we get closer and closer and close the sale and put in place our optimal capital structure..

Okay, thank you. So it seems like buyback is still the priority..

Yes. The use of cash is as I explained, funding organic growth, restructuring and then returning capital efficiently to shareholders through buyback mechanisms..

Okay. And then just a quick follow-up.

At this point, does it make sense to add the right business to leverage the cost base? I mean, just thinking about the portfolio, are you happy with the portfolio now or does it still make sense to be looking for something new?.

In terms of where we are from our portfolio, I think we like the three major segments we're in. AWP in the Aerial Work Platforms business, our cranes, mobile lifting business, there are cranes and utilities, and our MP in material processing.

So we like those three primary segments and industries that we're in, and again, our focus is maximizing returns to shareholders, and right now share buybacks are going to be a critical part of that.

In terms of acquisitions, our philosophy on acquisitions is more bolt-on acquisitions within these three segments to add product lines or reach in geographic areas that we're not currently in. So that's how we are thinking about the use of capital..

Thank you very much. I appreciate it..

Your next question comes from the line of Jamie Cook with Credit Suisse..

Hi, good morning. I guess my first question relates to the Aerial business. You mentioned that there's a higher probability that 2017 is down, similar to what your competition has said.

So I guess my concern is, as we exit the year in Aerials with sort of mid-to-high single digit margins, how much of a headwind is the – how concerned should we be about the negative price or the deteriorating pricing environment and material cost potential headwind as we look to 2017? And I guess my other question is, what can you do to try to offset that? And then my second question is more strategic with regards to Cranes.

Aerials and Materials Processing is putting up okay profitability in this type of environment, but Cranes continues to underperform. So based on the restructuring, what do you think an acceptable sort of normalized margin is for Crane and over what time period will you give yourself to fix that business? Thank you..

Thanks, Jamie. There is a lot going on there. So let me start, and I may have Kevin jump in with me on the AWP side. Clearly the replacement cycle, especially in North America, is driving our outlook. As I said, we'll work with our customers to understand what the volume will be.

It is a difficult pricing environment, and we will compete aggressively but we're also going to compete intelligently. And I think the best way in these capital-good business to compete, and in our pricing environment, is to ensure that we're not oversupplying the marketplace.

So we're laser focused on ensuring that we're trying to match supply and demand. And so that's our focus. Given that supply outlook, that requires us, in this case, to – AWP, to remove some production and remove some cost out of the business.

So Matt and the team are focused on driving pricing discipline, ensuring that we're not oversupplying the marketplace, and then putting a cost structure in place for the revenue base that we have. And they're hard at work at that and will continue to do that as we go forward.

But again, the pricing discipline is important across all of our segments, and it starts with not oversupplying the market. So that's what we're focused on, on there. Again, AWP is – it really is a great business and a great franchise. The long-term trends are going to be good. We just got to get through this replacement cycle.

And as we get through this replacement cycle, we'll see the market rebound, both from the volume and the margin standpoint. In the meantime, we've got to be aggressive managing our cost structure as we see the lower volumes. So that....

Is that going to be....

Go ahead, I'm sorry, Jamie..

Is your goal to be able to produce in line with retail demand as we shift to 2017?.

That's correct..

Okay. Thank you. And then, sorry, last on the Crane business? Just so....

Cranes, it fundamentally can and will be a good business. It has been historically; it's in a challenging pass right now. If you look at the business, it does have the scale and the market position to be successful. And frankly, the way we define success is the ability to out-earn the cost of capital through the cycle.

Not currently doing that, but we believe we can do that over time. Again, manufacturing footprint sized, too much, so we had to take action with the Waverly plant closure.

We'll look at other opportunities in our Crane segment to restructure out some of the capacity to ensure that we're in a position to have a cost structure that matches the demand environment. It does take time.

Part of the new effort – and again, what's encouraging, as you see here, as we brought new products out under the Demag line, customers are willing to – they want an alternative in the marketplace.

And so as we develop our new products and bring new products into the marketplace, we believe that's going to help to drive revenue and market position as a result of that. So we're going to continue to invest in the product lines on our all-terrain and crawler cranes.

And then finally, the crawler crane business, it's episodic in the sense that some of these machines are quite large. There is opportunity; the pipeline is fairly robust as we look at opportunities over the course of the second half of the year. And it will be important that we bring home some of these large crawler cranes in the quarter.

So, overall, as I said, the mobile part of the business is a turnaround. We're focused on turning around from a manufacturing and product development standpoint. And we believe it can be turned around so that it's a consistent performer for Terex and our customers..

Okay. Thanks. I'll get back in queue..

Your next question comes from the line of Jerry Revich with Goldman Sachs..

Good morning, everyone..

Morning, Jerry..

John, can you flesh out the point that you made in your prepared remarks about taking down the cost structure, now that you're operating the company in three segments versus growth by M&A previously? What kind of savings should we be thinking about? And just to clarify, the $8.5 million corporate charge that we saw out of MHPS in the quarter, how quickly can we expect that to be substantially gone, if and once you complete the divestiture?.

Thanks, Jerry. In terms of the restructuring actions – and I'll have Kevin kind of walk us through the timing of that, as we go forward. When we announced the MHPS sale, at the time we talked about it being accretive and we talked about a $12 million kind of SG&A cost savings.

Really, that was the variable part of the overhead, if you will, that was specifically associated with some of the MH&PS business. When you look at our corporate overhead structure, it's clear that that's not enough.

And so we're going to be attacking, as we get through the sale of both those businesses, our underlying corporate overhead expense, the incremental $34 million. And so that will be a target. In terms of timing, it will not occur in 2016. We'll put the plans in place through 2017 and see some of it flow in 2017 through 2018.

But fundamentally, as we have a tighter portfolio and a simpler business, we have to adjust our cost structure to that portfolio and to that business.

Kevin, do you want to walk him through a little bit on the timing of the actions we're taking and when we can expect to see results?.

Sure, John. So the $60 million, as John called out, about half of that is for continuing operations. We should get – so about $30 million in continuing operations. We should get about 75% of that in positive impact in 2016 and the full impact in 2017.

What we called out in terms of cost reductions for Q2, which is a savings of about $16.5 million, we will not see much of that at all in 2016, but we do think we can get about half of that in 2017. A lot of that is not in the US, so it's a little bit more structurally difficult to get at, but we should get about half of it next year.

That is separate and distinct from when John talks about getting after the corporate overhang from the MHPS sale. So that $8.5 million in the quarter, which is about $34 million for the full year, we've said we're going to substantially offset all of that.

That will take a little bit of time, but we should be able to get a meaningful percentage of that leaving 2017. We will give more clarity as we get closer to the sale and play out our plans to attack that cost base..

Okay.

And then, on the Cranes business, can you talk about with the manufacturing footprint actions that you've done here on the mobile side, how much margin expansion should we be thinking about in the business run rate 2017 versus 2016? And I guess how much progress towards the longer-term cost of capital targets do you expect the business to make in 2017?.

Thanks, Jerry. Obviously, we're not in a position to give guidance into 2017, but as we look at the restructuring of the manufacturing facilities and taking out the fixed cost, with the plants in the United States we'll get some of that savings sooner than we would in plant closings in other parts of the world.

So we'd expect to see the Waverley margin improvement in our 2017 results, but again, in terms of providing guidance for 2017, we're not in a position to do that right now.

Kevin, do you want to comment?.

Yes. Just to quantify, though, the second-quarter actions for cranes should have an annualized benefit of over $10 million, to give you some rough quantification, with a decent percentage of that should be accessible in 2017. I would think that more than half in 2017..

Thank you..

And your next question comes from the line of Mike Shlisky with Seaport Global..

Good morning, guys..

Hello, Mike..

In your effort to focus on a tighter portfolio of businesses, are there any plans to trim the sort of product lines or the number of products or number of miles offered in your current Cranes and – Cranes, MP and Aerial segments? Or is that going to stay as they are today with the exact same models going forward?.

Thanks, Mike. As we look at the overall portfolio, again, the focused portfolio with the MHPS sale and the German Compact Construction business, there are other smaller businesses within the portfolio that we are looking at.

And really the lens that we're looking at is, do they have scale in the industries they compete, and do they have a market position or do we believe they can create a market position? If they do, then we'll keep them in the portfolio; if we don't believe that can occur, that asset may have better value with somebody else and we would look to prune that asset.

In terms of the ongoing strategy within our AWP, Cranes and MP, we just completed our strategy reviews, and as part of their product development plans they do look to prune certain product lines, certain product offerings, as they look to match what does the customer need and how can we produce that in a cost-effective manner? So from an ongoing strategy execution standpoint, a critical element of that strategy is the product plans, and the product plans will be adding products and deleting products from the product portfolio as we go forward.

And that's an ongoing effort, and we look at that continually over time in terms of the product offering that we bring in those three segments..

Okay, great. I just wanted to ask a quick housekeeping question on the tax guidance, it seems a little bit lower than last quarter's tax outlook.

Is the tax rate outlook just strictly because of MHPS being moved to disc ops, or Kevin you've had some – you mentioned in the past efforts to kind of get your tax rate down in general? Is it part of that instead?.

Yeah. Yeah. Thanks for the question. So, yeah, our guidance was 30% to 32%. So 31% at the midpoint; now we're saying 27%. What's really happening is moving MHPS into disc ops. If you look at the earnings profile of the company up to this point, we've experienced a lot of losses not benefited negative impact.

Candidly, a fair amount of that activity was generated by MHPS businesses. So with the income profile going forward under continuing ops, we expect a positive going forward in terms of less losses not benefited. We're also accelerating our global trading model impact, which is another positive.

So we think structurally going forward, a tax rate in the kind of mid to high 20%s is something that should be sustainable for Terex..

Okay, excellent. Thank you very much guys..

Your next question comes from the line of David Raso with Evercore ISI..

Hi. Good morning..

Hi, David..

A quick question on Cranes, first. I see that second half sales are basically similar to the first half in the guidance, but the EBIT goes up over $42 million, $43 million sequentially.

Can you help flesh that out? Exactly how do we bridge that wide a gap on similar revenues, for EBIT?.

Yes. Thank you David. The bridge really is three things. And it's about a third, a third, a third. In the first half, we had warranty and product issues that impacted our margins by about 200 basis points. We also had under-absorption – capitalized under-absorption coming over from 2015.

And we had some under-absorption, as I mentioned in my opening comments, on our utilities segment, and we believe that's going to rebound with production in the second half. And finally, we had mix issues.

We're going to have a better mix in the second half than we had in the first half – higher percentage of our utilities business, some larger cranes where we earn a better overall profit margin.

So those three factors, roughly a third, a third, a third, for each, contribute to the first half EBIT performance transitioning to the second half EBIT performance..

Yeah. I guess, the swing was larger than I would have thought. Your dealers are mentioning with Waverly shutting down, you increased some production and you built some inventory, to kind of bridge the gap, the timeframe from Waverly down and OKC starts up.

So I would have thought the second quarter would have had a little overhead benefit, and maybe a little less so when Oklahoma first starts up. That's why I was just curious the overhead absorption swing is going to be that positive, first half to second half.

Is there any way I should not be thinking of it that way? Again, I just figured – again, I just heard you built up some inventory before Waverly shut down, which is logical, given it's going to be down for a little while before Oklahoma starts up..

Yeah. We did, David. But again, the overhang from the capitalized absorption at the end of 2015 was really the bigger driver. We got a minor bump, if you will, in absorption in Waverly prior to closing it down. But again, it was operating at such a low capacity level as it was, because again on the Cranes side, the U.S.

market for rough terrain boom trucks is very low. I mean, it's at the level that we experienced in the 2009 time period. So it was operating underutilized. We got a little bit of bump because we increased some inventory to carry us over until we start production, but it was very modest, David..

And my last question, all else equal, the EPS is $0.45 lower due to the – out of continuing ops, those two businesses. But of course, that doesn't include all the benefits that come from those proceeds. But you also now have some stranded operating cost that you hope to get down. I mean, there's a lot of moving parts in this question.

But the simple question would be, how do you view the dilutive, accretive, neutral impact from MHPS and the German Construction business going away for 2017?.

Yeah. Kevin, do you want to take that? And then I'll....

I mean, I know you have to speculate on what Konecranes' earnings are for your 25% stake. I mean, there's a lot in there. But just given the corporate stranded costs, just so we at least get your base case, accretive, dilutive, neutral to 2017, these divestitures..

Okay. So, Dave, I'll come back on the $0.45 first, right? So it's pretty simple math. We were expecting mid 30s operating profit, and instead we're getting a drag of the corporate overhang of about $34 million. So that tax effect is roughly what gives us the $0.45 impact from the deal.

In terms of the transaction, we've said it should be accretive, it will be accretive. To the extent that we get at more and more of that corporate overhang, when we called out the transaction, we had given a number of about $12 million of that $34 million going away.

Obviously as we've looked at it more structurally from a cost perspective, now we're saying substantially also. The deal was mathematically slightly accretive at taking out $12 million of the $34 million; obviously, going after all of it should improve that math..

And the German Construction business, I mean, rough math I run on it is at least another nickel or so accretive.

Is that a fair...?.

That business is slightly over – and by the way, we're going to be posting the re-segmentation math later today for everyone on the call. It will be on our website. So you'll be able to see that exactly, but – for 2015 and 2016. That business, slightly over $100 million, was a pretty negative drag, negative margins, high teens to 20, so, yes..

I appreciate it. Thank you..

Thank you, David..

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

Thanks lot. Good morning, everyone..

Good morning, Andy..

A question on your unchanged cash flow expectations, pretty much implies $260 million to $310 million in the back half.

First, how should we look at that? Does that include MHPS cash, and are you looking for more working capital benefit than the original structure?.

Okay, so yes, it does include MHPS. MHPS is in for cash until we don't have it, and it's a combination of everything. We're pretty confident of getting into that range.

There was a little bit of additional drag from the restructuring that we've got to get through, but we think there's opportunity obviously from generating income, but there's still opportunity on the balance sheet that we are getting after. So we're still confident in our range of $200 million to $250 million, including MHPS cash flow..

Okay, thanks, Kevin.

And then as a follow-up to that, do you have any different priority for that cash inflow than what you've already discussed in response to the $1 billion proceeds of the two deals?.

I think that's – when John mentioned the roughly $1 billion, we're including proceeds from the sale as well as free cash flow that we generate between now and year end.

There is a seasonality to the business so not all the free cash flow we would generate between June and December is immediately available, because we do tend to consume cash, as you know, in Q1. But that $1 billon is a rough estimate of how much we think we have in excess of operating needs at the end of the year..

Okay. And then last one, you talked about the $60 million benefit that you expect from the charges.

Is there any future kind of bucket of opportunity that we could look at from actions not yet taken?.

Future benefit? I'm not certain I'm clear on that..

For the -the comment about more to come?.

Yeah. This is John. Again, as we continue to look at our portfolio and look at our manufacturing footprint, our distribution footprint, we'll continue to evaluate if there's opportunities to reduce our cost structure without disrupting our ability to meet the market need.

So I don't want to comment specifically about any opportunities right now, other than to say there's a pretty intense focus on looking at our manufacturing footprint, distribution footprint, to ensure that we've got a cost structure that enables us to out-earn our cost of capital through the cycle..

Okay. Thank you very much..

Your next question comes from the line of Robert Wertheimer with Barclays Capital..

Hi, good morning..

Hi, Rob..

So could you quantify, if any, the expected future cost increase from rising steel and other materials? And do you think that there is pricing available in the market to offset that, or would you need to offset it with cost?.

In terms of steel, we had a good year, year-over-year with steel in terms of our steel contracts from 2015 to 2016. We, like other players, did see a modest little bounce or bump, I'd call it, in the first part of 2016, but that does not look sustainable long-term. So we may have a very minor headwind for a short period of time in terms of steel.

So overall, comparison of 2015 to 2016, steel has been a tailwind, has been beneficial, with a modest bump here in the middle of the year. I will say that most of our steel contracts do have lagged impact and they're based on indices.

So we do lag in the neighborhood of 90 plus or minus days, in terms of when we see it in our actual POs that we place and receive. Overall, one of the areas of focus is driving material costs down.

And so the team is working hard at each one of the operations around the world to leverage our materials spend and to drive costs out of the operations through material and material spend.

So it is an important area of focus for us, and it's something that we've got to be laser-focused on to help offset, as you mentioned, the challenging pricing dynamics in the globe today. So we need it to help offset the pricing that we're seeing around the world..

Okay. That's helpful. Thank you. And apologies if I'm being obtuse here, but if I understand it right, in the old guidance, corporate and other was a $50 million to $60 million loss – this is slide 12 – and the new guidance is to $40 million to $50 million. I think you put, presumably, lossmaking business in there.

So what makes the corporate and other narrow?.

So, yes, with the construction coming in there – and I just want to make sure we're clear – although the German Compact business is held for sale, it's not in discontinued operations. So the negative impact is in there, and it is in corporate, and it will be until the deal closes.

The remainder of the construction business that came into corporate and other is about a breakeven business. And that includes backhaul loaders and site dumpers and a few compact construction-related products. So that's kind of it.

The other things that are incorporated in other are financial services business, which is fairly small; government programs and some other miscellaneous items. But that's really what's making up corporate and other right now, is the rest of the compact construction and a couple other small businesses from corporate..

And then, therefore, it's just straight cost saves, the reason for the operating loss from corporate and other? Or am I misunderstanding?.

Yeah, that's right. It's getting cost savings from within the segment that came in, as well as the cost savings benefit of allocations. I want to make sure we're also clear that the MHPS corporate management fee – that $8.5 million that's not absorbed – is also a negative drag in the quarter, and will be for Q3 and Q4 as well, until we close the deal.

So that $8.5 million is in corporate..

In corporate. Okay. Thank you..

And your next question comes from the line of Steve Barger with KeyBanc..

Hey, good morning. It's Ken Newman on for Steve. I wanted to go back to a comment you made about pricing in AWP. You said that the best way to compete is to ensure that you're not oversupplying market.

I'm just curious, are you seeing that your competitors in that space acting rational as it pertains to pricing action? And if not, how do you deal with it?.

Competitive pricing dynamics are very important. I can't comment on competitors' behavior one way or the other. But I can say that our job is to make sure that we're focused on the marketplace and balancing supply and demand. We also, as I said in my opening comments, we're a capital goods business.

So from strategically, pricing really is the upfront – from a customer's perspective is the upfront cost. It's the cost to operate and it's the value of the used equipment at the end of the cycle. So we need to make sure that in our pricing activities, we are not disrupting that balance, if you will, from our customers.

So we're going to compete aggressively but prudently in these difficult times. Your delegation of authority gets a lot tighter. You reduce less authority down to the sales team, you hold that tighter up – higher up in the organization to make sure that if you do have to reduce pricing, it is for a good strategic reason.

And so those are the steps that we've taken as we go forward. But, again, supply-demand balance is very, very important in capital goods, and we're going to focus on making sure we're not oversupplying in the marketplace..

Okay. I guess, staying with AWP, it looks like if I look at 1Q 2015, decrementals got as high as, call it, 50%.

Just given the headwinds that you're seeing in the market today as it relates to rental rate, utilization, and in combination with the restructuring actions you have in place today, is there any reason to think that decrementals could get back to those levels, call it, over the next 12 months to 18 months, if the market stays as soft as it is today?.

Yes. So there is pressure in the back half, given the volume drop, which is the primary driver. We don't see decrementals getting to 50%. That's part of the discipline we've got to bring to the business. And I think Matt and the team are focused on costs to keep our decrementals at a reasonable level as we get through the rest of this replacement cycle.

So no, we're not seeing 50% as a go-forward number..

So, thanks..

Your next question comes from the line of Mig Dobre with Robert W. Baird..

Yes, good morning. Thanks for taking my questions. Maybe we can go back to Cranes. And I know several folks kind of tried to ask this question, but I'm trying to think maybe longer term about this business.

Can you help us frame where volumes are, say, versus the prior peak, and how you're thinking maybe two to three years out in terms of do you expect some kind of recovery? What is your base case for demand going forward? And what are you doing with your footprint as a result, maybe your plans versus where you were at the prior peak?.

Well, let me answer the question – thanks, Mig, for the question. Let me answer it backwards. In terms of the footprint, obviously the Waverley plant closure was an example of rationalizing our manufacturing footprint. We'll be looking at other opportunities to consolidate manufacturing of our Cranes business.

In terms of the market, the North American market, especially on rough terrain cranes and the boom truck products, is really at levels that we saw in the 2008 and 2009 timeframe. So it is clearly at a trough in the cycle.

There is an overhang of rough terrain cranes that was in the oil and gas sector, and so that overhanging has to work through the system. I would also say that's a similar comment in the Middle East for us on rough terrain cranes, in terms of the focus on the oil and gas.

As construction remains relatively stable in North America and starts to pick up in Europe, we did see an increase in sales in Europe in the first half of the year, and we're seeing some orders in the second half of the year for our all-terrain cranes. In terms of where we are from a peak standpoint, we're significantly below the previous peaks.

And when I say significant, in many cases it's 50% or more below previous peaks in the cycle.

So again, North America, Middle East – and the other areas that we're seeing dramatic falloff in our Cranes business, and we talked about it a little bit on the last earnings call, was our business down in Australia, our Pick & Carry business, a great business, but that market virtually has gone to zero in the market from a couple hundred million dollars.

So as commodities recover, oil and gas stabilizes – I don't know at what price it's going to stabilize at, but if it stabilizes – that's going to help to drive the demand cycle back in Cranes. But in terms of area of where we are, in several markets around the world we're at the 2009-type levels.

And so over the course of time, the next couple of years, we believe – I don't think it's going to be a rapid snap-back, might even stretch your imagination. But as things firm up, we could expect to see growth in the Crane side of our business..

And I guess I'm just trying to clarify here if it's fair for us to expect in the next, call it, six to nine months, some sort of a path or plan to be laid out with some detail around what's going to happen with margin, footprint, etcetera, here in what you're describing as a pretty modest demand recovery environment?.

Yes. So that is absolutely fair. And as we get to later in the year and get to the, much closer to the sales of the MHPS business, we will be looking to schedule an analyst day where we will walk through in greater clarity the steps that we're taking and what we believe it will end up being as we go forward.

Because obviously there's a significant amount of change in this quarter, and we need to get the analyst community up to speed with the actions that we're taking. So we can anticipate doing that later in the year, as we get closer to the MHPS sale..

Sure.

And then my follow-up on MHPS, can you sort of remind us here what some of the milestones that we should be watching for, in terms of how the closing process is going to be happening here?.

Yes. In terms of the MHPS sale, really what's going on now are the antitrust filings in the EU. Phase 1 was filed a couple of weeks back. We anticipate to hear back from the EU authorities here by August 8. The process is ongoing in the United States for antitrust and SIPHIA (52:46). So that process continues.

The shareholder vote for Konecranes will be in mid-September. There's not a shareholder vote required for Terex, but there is for Konecranes. That will occur in mid-September, and again, driving towards an early 2017 close of the transaction..

Thank you..

Your next question comes from the line of Seth Weber with RBC Capital Markets..

Hey. Good morning, everybody..

Morning, Seth..

I'm just trying to reconcile something. I mean, it looks like your AWP orders were actually pretty decent here in the quarter.

So I'm trying to just piece together the relatively good orders versus your more cautious outlook – or not cautious, but kind of your commentary about the outlook? I mean, maybe can you give us a little color where the orders are coming from? Is there something from a mix perspective, booms versus telehandlers or something that may be weighing on the margin as well? I mean, just anything that you can help us out with these two different data points?.

Yeah. Thanks, Seth. In terms of – as we look at it, I think, the backlog is a good indicator of what we see the second half being, with the backlog being off about 22%. In terms of the orders and sales, what we're seeing is North America and Latin America – Latin America is off significantly, with Brazil being off. So North America is off.

Latin America is off. Europe, we're actually seeing some good growth, and we saw some decent growth in the Asia-Pacific market. So we expect that to continue in the second half of the year. As you know, it's a very seasonal business, so the back half of the year is traditionally much lower than the first half of the year.

And again, the team is managing the orders closely, in constant contact with customers to understand where customers are in terms of their order placement.

And then adjusting the production to those demand forecasts, the S&OP process, Matt and team have had to accelerate that, if you will, to do it more consistently given the dynamics in the marketplace. So that's why we see the second half being what it is.

We think the backlog is a good indicator, and again the North American market's our biggest market, and it's down. And South America is completely down. And Europe and Asia-Pacific are not enough to offset it, so that's basically as we see it from a global perspective..

Okay, that's helpful.

And can you – is there anything from a mix perspective on booms versus telehandlers that we should think about as maybe not being helpful to margin going forward, in addition to the general pricing environment? Or is mixed pretty standard?.

I think right now I'd say mix is pretty standard. I think we've said in the past, booms – kind of goes booms, scissors, and telehandlers. In my comments I did speak to geographical mix.

And with sales being up in Europe pretty considerably and doing a really good job in Europe, we don't enjoy the same level of profitability for FX reasons and other reasons in Europe that we do in North America. So the geographical mix is also weighing on – is a headwind to our overall margins..

Sure. Okay. If I could ask a follow-up on the Crane business, the mobile cranes in particular, do you feel like that you've lost share? The sounds we got are that there's been some foreign competitors that have taken some share in the mobile crane business in particular.

I mean, so is that – does something else have to happen there in order for that business to get better for Terex, or is that share just lost permanently here? Can that business get better, I guess, in a slow growth environment, because you've lost some share?.

Yes, we do believe the competitive position of the business can improve. We have not done a great deal on our product development efforts, and we allowed some of our products to become stale, if you will. And Ken and the team have attacked that with some new product introductions and product upgrades.

When we're in the market with a Demag brand and the Terex brand with updated products, our customers are interested in buying those products. And so we do believe, yes, there has been share erosion. That's never a good thing.

But we do believe that we can gain some of that share back with the right products, the right service offerings, and the right competitive position from a pricing standpoint. So that's what we're focused on as a team..

Okay. Thanks very much, guys. Very helpful..

In the interest of time, please limit your questions to one. Your next question comes from the line of N.T. Sutherland with Vance Bank (57:49)..

I have a question on MHPS. I can see you reported operating profit of $48 million negative.

Now my question is, how much of this figure is due to one-off kind of costs?.

Yeah. Kevin, will take that..

Yeah. So thanks for the question. So we're showing an MHPS loss of $39 million. What's really driving that is an impairment. We took a write-down in the period because of the sale, the transaction on net assets of $55.6 million.

We actually had a small operating profit in the period, but there's a lot of noise going on because of the DiscOps accounting that's required. So all-in, operationally the business was about a small operating profit, versus the $39 million negative that you're seeing in the financials..

And your last question comes from the line of Yilma Abebe with JPMorgan..

Thank you. In response to a prior question on the $1 billion of excess cash expect on the Konecranes transaction, I didn't hear if debt reduction is part of your plans.

Perhaps you can remind us if you expect to pay down any debt, and if so how much?.

Yeah. Thank you. And just to clarify, that would be in my comments when I said the optimal capital structure. So in that analysis of what is the optimal capital structure, obviously the debt and equity piece will be the critical determinant. So we are looking at different structures for the business going forward, and as part of that.

Obviously, the debt will be a significant contributor to that capital structure. So we're in the process of defining that optimal structure as we go forward..

But to be clear, though, debt reduction is part of that plan, correct?.

Yes. As we've said, debt reduction will be part of that plan. The level of debt reduction, the level of share buybacks are all what we're working on between now and the close..

Okay, great. Thank you very much..

This concludes our Q&A session for today. I would now like to turn it back over to John Garrison for any closing remarks..

Thank you for your interest in Terex. As you can see, there's a tremendous amount going on as we transform and position the company for the future. We understand in this quarter there's a lot of complexity in terms of the changes to our reporting financial statements.

So please reach out to Tom and the team with your questions so that, if there is any confusion, we can get the confusion resolved. Again, we understand, a tremendous amount of change in the quarter. And so there is – we're sure there's lots of questions. And so please reach out to Tom. Tom will address your questions.

And again, thank you for showing your interest in Terex..

Ladies and gentlemen, this does conclude Terex Corporation's second quarter financial results conference call..