DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE

MHPS

On January 4, 2017, the Company completed the disposition of its MHPS business to Konecranes. See Note B - “Sale of MHPS Business” for further information on the Disposition. The Disposition represented a significant strategic shift in the Company’s business away from universal, process, mobile harbor and ship-to-shore cranes that will have a major effect on the Company’s future operating results, primarily because the MHPS business represented the entirety of one of the Company’s previous reportable operating segments and comprised two of the Company’s six previous reporting units, represented a significant portion of the Company’s revenues and assets, and is therefore accounted for as a discontinued operation for all periods presented. MHPS products included universal cranes, process cranes and components, such as rope hoists, chain hoists, light crane systems, travel units and electric motors, primarily for industrial applications, and mobile harbor cranes, ship-to-shore gantry cranes, rubber tired and rail mounted gantry cranes, straddle carriers, sprinter carriers, reach stackers, container handlers, general cargo lift trucks, automated stacking cranes, automated guided vehicles and software solutions for logistics terminals.

As a result of the SAPA, the Company determined that the previously unrecognized deferred tax assets and liabilities related to the MHPS subsidiaries are more likely than not to be realized in the foreseeable future. The effective tax rate on income from discontinued operations in 2016 differs from the statutory rate, in part, due to the recognition of these deferred taxes.

Cash flows from the Company’s discontinued operations are included in the Consolidated Statements of Cash Flows.

Income (loss) from discontinued operations

The following amounts related to the discontinued operations of MHPS were derived from historical financial information and have been segregated from continuing operations and reported as discontinued operations in the Consolidated Statement of Income (Loss) (in millions):



	Year ended December 31,
	2016			2015
Net sales	$	1,398.2		$	1,521.4
Cost of sales	(1,090.3		)	(1,184.1		)
Selling, general and administrative expenses	(266.8		)	(271.1		)
Goodwill and intangible asset impairments	(3.1		)	(34.7		)
Net interest (expense)	(2.3		)	(1.4		)
Other income (expense)	(11.5		)	0.8
Income (loss) from discontinued operations before income taxes	24.2			30.9
(Provision for) benefit from income taxes	(9.9		)	(13.5		)
Income (loss) from discontinued operations – net of tax	14.3			17.4
Net loss (income) attributable to noncontrolling interest	(0.9		)	(3.3		)
Income (loss) from discontinued operations - net of tax attributable to Terex Corporation	$	13.4		$	14.1

As a result of goodwill impairment tests performed as of October 1, 2016 and 2015 for the MHPS business, the Company recorded a non-cash impairment charge of approximately $11 million during the year ended December 31, 2015. There were no goodwill impairment charges recorded during 2016.

As a result of impairment tests performed in 2016 and 2015 for indefinite-lived tradenames in the MHPS business, the Company recorded non-cash impairment charges of approximately $3 million and $23 million during the years ended December 31, 2016 and 2015, respectively.

Cranes

As part of the transformation and improvement of its Cranes segment, the Company is actively seeking a buyer for its utility hot lines tools business located in South America and, accordingly, assets and liabilities have been reported as held for sale since management made its decision in December 2016, at which time the Company recorded a non-cash impairment charge of $1.6 million to adjust net asset value to estimated fair value. During 2017, an additional non-cash impairment charge of $6.7 million was recorded to adjust net asset value to estimated fair value.

In August 2017, the Company entered into an agreement to sell its cranes manufacturing facility in Jinan, China. The sale was completed during the third quarter of 2017 and the Company recorded a gain on sale of $5.7 million in its Corporate and Other category as a component of Selling, general and administrative expenses (“SG&A”) in the Consolidated Statement of Income (Loss).

Construction

In December 2016, the Company entered into an agreement to sell its Coventry, UK-based compact construction business and recorded a non-cash impairment charge of $3.5 million to adjust the net asset value of these construction product lines to estimated fair value. The unsold assets and liabilities of the Company’s former Construction segment were reported in the Consolidated Balance Sheet as held for sale at December 31, 2016. During the year ended December 31, 2017, the Company completed the sale of Coventry, UK-based compact construction business and remaining UK-based compact construction product lines and recognized a loss of $1.2 million within SG&A in the Consolidated Statement of Income (Loss) related to the sale.

In March 2017, the Company signed a sale agreement with a buyer to sell its Indian compact construction business. The Company completed the sale during the year ended December 31, 2017 and a loss of $1.6 million was recognized within SG&A related to the sale.

The operating results for these construction product lines are reported in continuing operations, within the Corporate and Other category in our segment disclosures.

During the year ended December 31, 2016, the Company sold certain portions of its former Construction segment, including the following products: midi/mini excavators, wheeled excavators, compact wheel loaders, and components, primarily in Europe. The Company recognized a loss of $8.1 million ($5.6 million after-tax) related to sale of its components assets, of which $4.0 million was recorded in COGS and $4.1 million was recorded in SG&A in the Consolidated Statement of Income (Loss). The Company received total proceeds of approximately $60 million and recognized a gain of $7.2 million ($3.3 million after-tax) within SG&A related to sale of its midi/mini excavators, wheeled excavators, and compact wheel loader business shares and assets. During the year ended December 31, 2017, the Company recognized a gain of $5.8 million within SG&A resulting from a post-closing adjustment related to the 2016 sale of its midi/mini excavators, wheeled excavators, and compact wheel loader business in Germany.

The operating results for these construction product lines are reported in continuing operations, within the Corporate and Other category in our segment disclosures.

Assets and liabilities held for sale

Assets and liabilities held for sale consist of the Company’s former MHPS segment, portions of its Cranes segment and portions of its former Construction Segment. Such assets and liabilities are classified as held for sale upon meeting the requirements of ASC 360 - “Property, Plant and Equipment”, and are recorded at lower of carrying amount or fair value less costs to sell. Assets are no longer depreciated once classified as held for sale.

The following table provides the amounts of assets and liabilities held for sale in the Consolidated Balance Sheet (in millions):



	December 31, 2017			December 31, 2016
	Cranes			MHPS		Cranes			Construction			Total
Assets
Cash and cash equivalents	$	3.6		$	71.0	$	1.2		$	1.2		$	73.4
Trade receivables – net	2.2			243.5		3.1			24.4			271.0
Inventories	1.7			309.4		1.7			23.9			335.0
Prepaid and other current assets	0.5			49.9		0.5			3.1			53.5
Impairment reserve	(4.4		)	—		—			—			—
Current assets held for sale	$	3.6		$	673.8	$	6.5		$	52.6		$	732.9

Property, plant and equipment – net	$	0.4		$	294.2	$	0.8		$	3.2		$	298.2
Goodwill	—			573.7		—			—			573.7
Intangible assets – net	2.9			212.6		2.9			—			215.5
Impairment reserve	(3.3		)	—		(1.7		)	(3.5		)	(5.2		)
Other assets	—			86.4		1.1			1.6			89.1
Non-current assets held for sale	$	—		$	1,166.9	$	3.1		$	1.3		$	1,171.3

Liabilities
Notes payable and current portion of long-term debt	$	—		$	13.1	$	—		$	1.3		$	14.4
Trade accounts payable	0.5			132.6		0.7			23.8			157.1
Accruals and other current liabilities	1.5			267.0		6.2			9.1			282.3
Current liabilities held for sale	$	2.0		$	412.7	$	6.9		$	34.2		$	453.8

Long-term debt, less current portion	$	—		$	2.4	$	—		$	—		$	2.4
Retirement plans	0.7			235.3		0.7			0.9			236.9
Other non-current liabilities	0.3			71.7		0.4			0.7			72.8
Non-current liabilities held for sale	$	1.0		$	309.4	$	1.1		$	1.6		$	312.1

The following table provides amounts of cash and cash equivalents presented in the Consolidated Statement of Cash Flows (in millions):



	December 31, 2017		December 31, 2016		December 31, 2015
Cash and cash equivalents:
Cash and cash equivalents - continuing operations	$	626.5	$	428.5	$	371.2
Cash and cash equivalents - held for sale	3.6		73.4		95.3
Total cash and cash equivalents:	$	630.1	$	501.9	$	466.5

There were no cash and cash equivalents held for sale at December 31, 2017 which were not immediately available for use. Cash and cash equivalents held for sale at December 31, 2016 and 2015 include $14.0 million and $9.8 million, respectively, which were not immediately available for use. These consist primarily of cash balances held in escrow to secure various obligations of the Company.

The following table provides supplemental cash flow information related to discontinued operations (in millions):



	Year Ended December 31,
	2016			2015
Non-cash operating items:
Depreciation and amortization	$	22.4		$	55.8
Deferred taxes	$	15.8		$	(2.2	)
Goodwill Impairment	$	—		$	11.3
Asset Impairments	$	3.0		$	23.9
Investing activities:
Capital expenditures	$	(14.9	)	$	(22.3	)

Other



	Year Ended December 31,
	2017									2016			2015
	MHPS			Atlas			Total			Atlas			Atlas
Gain (loss) on disposition of discontinued operations	$	89.9		$	3.5		$	93.4		$	4.5		$	4.5
(Provision for) benefit from income taxes	(24.2		)	(0.5		)	(24.7		)	(1.0		)	(1.1		)
Gain (loss) on disposition of discontinued operations – net of tax	$	65.7		$	3.0		$	68.7		$	3.5		$	3.4

During the years ended December 31, 2017, 2016, and 2015 the Company recognized a gain on disposition of discontinued operations - net of tax of $68.7 million, $3.5 million and $3.4 million, respectively. During the year ended December 31, 2017, the Company recognized a gain on disposition of discontinued operations - net of tax of $65.7 million related to the sale of the MHPS business. During the years ended December 31, 2017, 2016, and 2015, the Company recorded gains (net of tax) of $3.0 million, $3.5 million and $3.4 million, respectively, from contractual earnout payments related to the sale of the Company’s Atlas heavy construction equipment and knuckle-boom cranes businesses, and from our truck and mining businesses, including settlement of certain disputes in the truck sales agreement.