Form 11-K - Salaried - 12/31/00
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission file number ____________________
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
The Terex Corporation and Affiliates' 401(k) Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Terex Corporation
500 Post Road East, Suite 320
Westport, Connecticut 06880
TEREX CORPORATION AND AFFILIATES'
401(k) RETIREMENT SAVINGS PLAN
Financial Statements
December 31, 2000
TEREX CORPORATION AND AFFILIATES'
401(k) RETIREMENT SAVINGS PLAN
INDEX
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Page
REPORT OF INDEPENDENT ACCOUNTANTS...........................................1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits....................2
Statement of Changes in Net Assets Available for Benefits..........3
Notes to Financial Statements....................................4-7
SUPPLEMENTAL SCHEDULE
Schedule of Assets (Held at End of Year)...........................8
Report of Independent Accountants
To the Participants and Administrative Committee of the
Terex Corporation and Affiliates'
401(k) Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Terex Corporation and Affiliates' 401(k) Retirement Savings Plan (the
"Plan") at December 31, 2000 and 1999, and the changes in net assets available
for benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PricewaterhouseCoopers LLP
Stamford, Connecticut
June 28, 2001
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TEREX CORPORATION AND AFFILIATES'
401(K) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31
--------------------------------------------------------------------------------
2000 1999
----------------- -----------------
ASSETS:
Plan interest in Terex Corporation
401(k) Retirement Savings Plan
Master Trust..................... $ 51,261,267 $ ---
Investments.......................... 301,062 51,834,676
------------------------------------
51,562,329 51,834,676
------------------------------------
Receivables:
Employee contributions........... 234,223 236,474
Employer contributions........... 99,657 85,741
----------------- -----------------
Total receivables........... 333,880 322,215
----------------- -----------------
LIABILITIES:
Accounts payable................. 35,449 ---
----------------- -----------------
NET ASSETS AVAILABLE FOR BENEFITS.... $ 51,860,760 $ 52,156,891
================= =================
See accompanying notes to financial statements.
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TEREX CORPORATION AND AFFILIATES'
401(K) RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2000
--------------------------------------------------------------------------------
ADDITIONS:
Plan interest in Terex Corporation
401(k) Retirement Savings Plan Master Trust............. $ (1,473,421)
Net depreciation in fair value of investments............ (1,486,255)
Investment income........................................ 32,113
Employee contributions................................... 5,163,423
Employer contributions................................... 2,071,981
Rollover contributions................................... 1,907,516
Transfer from other plans................................ 594,114
------------------
Total additions..................................... 6,809,471
------------------
DEDUCTIONS:
Withdrawals.............................................. 7,087,570
Administrative fees...................................... 18,032
------------------
Total deductions.................................... 7,105,602
------------------
NET DECREASE........................................ (296,131)
NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR....... 52,156,891
------------------
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR............. $ 51,860,760
==================
See accompanying notes to financial statements.
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TEREX CORPORATION AND AFFILIATES'
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Terex Corporation and Affiliates' 401(k)
Retirement Saving Plan (the "Plan') provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General - The Plan is a defined contribution plan that covers certain
salaried and non-union hourly employees of Terex Corporation and its
subsidiaries ("Terex" or the "Company") meeting minimum eligibility
requirements. Certain officers of Terex serve as trustees of the Plan (the
"Trustees'). The investments of the Plan are held by Fidelity Management
Trust Company ("Fidelity") and the Principal Financial Group ("Principal').
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA').
An Administrative Committee, consisting of at least three members appointed
by the Company's Board of Directors, administers the benefit structure of
the Plan. The Company is considered the Plan Administrator for purposes of
ERISA.
On July 27, 1999, the Company completed the acquisition of Simplicity
Engineering, Inc. ("Simplicity'). The employees of Simplicity became
eligible for participation in the Plan on January 1, 2000. Assets valued at
$315,581 were transferred into the Plan from the Simplicity Plan in
December of 2000.
On September 27, 1999, the Company completed the acquisition of Re-Tech.
The employees of Re-Tech became eligible for participation in the Plan on
January 1, 2000. Assets valued at $278,533 were transferred into the Plan
from the Re-Tech plan in December of 2000.
Participant Eligibility - Permanent employees may begin participation on
the first day of the month following their hiring.
Participant Contributions - Participants may contribute a maximum of 20% of
their compensation to the Plan in any combination of pre-tax or post-tax
earnings. The maximum pre-tax contribution permitted under the Internal
Revenue Service regulations in 2000 was $10,500. There is no limit to
post-tax contributions. Participants are able to direct current
contributions and redistribute accumulated contributions and earnings
between investment funds.
Employer Contributions - The Company contributes 50% of the first 8% of
base compensation that a participant contributes to the Plan. The matching
Company contribution is invested directly in Terex common stock.
Vesting - Participants are immediately fully vested in their voluntary
contributions plus any actual earnings thereon. Participants vest in the
employer contribution after one year of eligible service.
Forfeitures - Non-vested employer contributions of employees that have
separated from the Company become forfeitures and are held in a separate
account and shall be used to reduce future employer contributions. However,
employees that return to service within five years from their separation
date will be entitled to continue vesting on the employer contributions
which were previously forfeited. The balance in the forfeiture account at
December 31, 2000 was $38,433.
Allocation of Earnings - Each participant's account is credited with
contributions and an allocation of earnings from the respective investment
funds. A participant's contributions are used to purchase shares in the
various investment funds. The value of and the earnings credited to a
participant's account are based on the proportionate number of shares owned
by the participant and the fair value of the investment on the valuation
date.
Payment of Benefits - Upon retirement, disability or death, the entire
balance of the participant's account becomes payable to the participant or
designated beneficiary. Upon any other termination of employment, the
participant receives the vested portion of his/her account; however, if the
vested portion of the participant's account is greater than $3,500 he/she
can elect to keep the investments in the Plan.
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TEREX CORPORATION AND AFFILIATES'
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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Withdrawals are also permitted for financial hardship, as defined in the
Plan, or upon attainment of age 59-1/2.
Participant Loans - Participants may obtain loans in an amount up to the
lesser of $50,000 or 50% of the vested portion of their account balance,
subject to the discretion of the Plan Administrator and certain other
restrictions. Terms of all loans are established by the Plan Administrator.
Change in Investment Manager - On February 1, 2000, the Plan changed the
investment manager of the Plan to Fidelity from Massachusetts Mutual Life
Insurance Company ("MassMutual").
Additionally, certain participants maintain retirement accounts in
Guaranteed Investment Contracts ("GICs") maturing through December 31, 2001
held by Principal, the former custodian of an acquired business. No
additional employee or employer contributions are allowed to be made to the
investments at Principal, nor are participants allowed to obtain loans
against these accounts.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The accompanying financial statements have been
prepared on the accrual basis.
Investments - Plan investments in mutual funds, common stock and
participant loans are stated at fair value based on published market prices
or other independent sources. The GICs are stated at contract value which
approximates fair value. Net appreciation (depreciation) in aggregate fair
value of investments is comprised of all realized and unrealized gains and
losses during the year.
Expenses - Fees and expenses related to administering the Plan are
generally paid by Terex.
Withdrawals - Withdrawals are recognized at the time of distribution to the
participant.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
3. INVESTMENTS
Effective February 1, 2000, investments of the Plan are held and managed by
Fidelity. The following presents the investments that represent 5 percent
of more of the Plan's net assets as of December 31, 2000 and 1999.
December 31
-------------------------------
2000 1999
--------------- --------------
Plan's interest in the Terex Corporation 401(k
Retirement Savings Plan Master Trust $ 51,261,267 $ -
Terex Corporation Common Stock * - 4,435,658
MassMutual Group Annuity Contract Fixed Fund - 8,602,247
MassMutual Value Equity Fund - 4,689,982
MassMutual Destiny Aggressive Fund - 4,308,535
MassMutual DestinyAll Equity Fund - 5,193,694
MassMutual International Equity Fund - 4,515,306
MassMutual Growth Fund - 5,623,743
* Nonparticipant-directed
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TEREX CORPORATION AND AFFILIATES'
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
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During 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value by $1,486,255 as follows:
Mutual Funds $ 735,175
Common Stock 751,080
-----------------
$ 1,486,255
=================
4. INVESTMENT IN MASTER TRUST
Beginning February 1, 2000, the Plan's assets are held in a trust account
at Fidelity and consist of an interest in the Terex Corporation 401(k)
Retirement Savings Plan Master Trust (the "Master Trust'). The Master Trust
was established to permit the commingling of the trust assets for similar
employee benefit plans sponsored by the Company. The Plan has an
approximate 89.4% interest in the net assets available for plan benefits of
the Master Trust at December 31, 2000.
Net earnings of the Master Trust are allocated daily by Fidelity to each
participant account balance. Net earnings include interest income, dividend
income and net appreciation (depreciation) of investments. Contributions,
benefit payments and expenses are made on a specific identification basis.
The following table presents the fair values of investments for the Master
Trust at December 31, 2000:
Mutual funds.................................. $ 40,077,234
Terex Corporation Common Stock................ 5,678,833
Participant loans............................. 3,292,876
Insurance contract............................ 8,309,783
--------------------
$ 57,358,726
====================
Net appreciation (depreciation), dividends and interest for the Master
Trust for the eleven months ended December 31, 2000 are as follows:
Net appreciation (depreciation) of investments:
Mutual Funds.................................. $ (4,698,915)
Terex Corporation Common Stock................ (842,622)
Dividends........................................ 3,153,285
Interest......................................... 230,664
GIC interest..................................... 514,388
--------------------
$ (1,643,200)
====================
The Master Trust has an interest in a benefit- responsive investment
contract which is valued at contract value as determined by MassMutual, the
holder of the contract. The contract value at December 31, 2000 was
$8,309,783. The contract value represents contributions made under
contract, plus earnings, less participant withdrawals and administrative
expenses. Participants may ordinarily direct the withdrawal or transfer of
all or a portion of the investment at contract value. The guaranteed annual
interest rate is 6 percent.
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TEREX CORPORATION AND AFFILIATES'
401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
5. NONPARTICIPANT-DIRECTED INVESTMENTS
The Company's contributions to the Plan are invested solely in Terex
Corporation Common Stock. Fidelity holds all Terex common stock in one
investment account and does not segregate employer and employee purchased
common stock activity. As a result, all Plan investments in Terex common
stock are considered nonparticipant-directed. Information about the net
assets and the significant components of the changes in net assets relating
to the nonparticipant-directed investments is as follows:
December 31,
--------------------------------
2000 1999
-------------- --------------
Net Assets:
Terex Corporation Common Stock....... $ 4,910,172 $ 4,435,658
Year Ended
December 31, 2000
-----------------
Changes in Net Assets:
Contributions........................ $ 2,847,127
Investment income and gain/loss...... (1,907,427)
Benefits paid to participants........ (267,529)
Net loan activity.................... 5,664
Expenses paid........................ (774)
Transfer to participant-directed
investments......................... (195,078)
Forfeitures.......................... (7,469)
--------------
$ 474,514
==============
6. PARTY-IN-INTEREST
Certain Plan investments are shares of mutual funds and are managed by
Fidelity. Fidelity also serves as a custodian and, therefore, these
transactions qualify as party-in-interest transactions. Fees paid by the
Plan for the investment management services amounts to $17,391, for the
year ended December 31, 2000.
7. INCOME TAX STATUS
The Plan received a determination letter, dated July 31, 1995, that it met
the qualification requirements of Sections 401(c) and 401(k) of the
Internal Revenue Code (the "IRC') and that the Plan is exempt from federal
income taxation. Subsequently, the Plan has been amended. The Plan
Administrator believes that the Plan, as amended, continues to be qualified
and exempt from tax under Sections 401(c) and 401(k) of the IRC.
8. TERMINATION OF THE PLAN
The Company believes that the Plan will continue without interruption but
reserves the right to discontinue the Plan. In the event that such
discontinuance results in the complete or partial termination of the Plan,
the balance in each participant's account will be distributed as directed
by the Trustees.
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TEREX CORPORATION AND AFFILIATES'
401(K) RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2000
--------------------------------------------------------------------------------
Fair Value /
Description Contract Value
--------------------------------------------------------- ------------------
MUTUAL FUNDS:
Fidelity Growth Company Fund............................. $ 137,160
Fidelity Growth and Income Fund.......................... 46,475
Fidelity Magellan Fund................................... 28,781
Fidelity Balanced Fund................................... 13,559
------------------
Total Mutual Funds.................................. 225,975
INVESTMENT CONTRACTS:
Principal Guaranteed Investments Contracts........... 75,087
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TOTAL ASSETS HELD FOR INVESTMENT PURPOSES $ 301,062
==================
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
The Terex Corporation and Affiliates'
401(k) Retirement Savings Plan
/s/ Joseph F. Apuzzo
______________________________________
Date: June 29, 2001 By: Joseph F. Apuzzo
Chief Financial Officer
Terex Corporation
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