-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FosgJroJuqihG4HK0MNoLVdlKDxPGZQYm0YKCsz1YL/sW6C9bESQ1ivhwqvKViPe 2OY6ZcNLfvKGkOvp6CtmmA== 0000097216-07-000210.txt : 20070629 0000097216-07-000210.hdr.sgml : 20070629 20070629171618 ACCESSION NUMBER: 0000097216-07-000210 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070629 DATE AS OF CHANGE: 20070629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEREX CORP CENTRAL INDEX KEY: 0000097216 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537] IRS NUMBER: 341531521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10702 FILM NUMBER: 07951966 BUSINESS ADDRESS: STREET 1: 200 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032227170 MAIL ADDRESS: STREET 1: 200 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: BLACK MAMMOTH CONSOLIDATED MINING CO DATE OF NAME CHANGE: 19671002 11-K 1 f11k06292007c.htm TEREX CORP 11-K FOR THE PERIOD 12/31/06

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE

SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

(Mark One)

 

[ X

]

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

 

SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2006

 

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:

 

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

200 Nyala Farm Road

Westport, Connecticut 06880

 

 

 

 

 

TEREX CORPORATION AND AFFILIATES'

401(k) RETIREMENT SAVINGS PLAN

 

Financial Statements

December 31, 2006

TEREX CORPORATION AND AFFILIATES'

401(k) RETIREMENT SAVINGS PLAN

 

INDEX

 

 

Page

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

4-9

 

SUPPLEMENTAL SCHEDULE*:

 

 

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

10

 

 

* Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 are omitted because they are not applicable.

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

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, 2006 and 2005, and the changes in net assets available for benefits for the year ended December 31, 2006, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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.

 

As discussed in Note 2 to the financial statements, in 2006 the Plan adopted FASB Staff Position Nos. AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans.

 

PricewaterhouseCoopers LLP

 

Stamford, Connecticut

June 28, 2007

 

 

TEREX CORPORATION AND AFFILIATES’

401(k) RETIREMENT SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31

 

 

 

 

2006

 

 

2005

 

 

 

 

 

 

ASSETS -

 

 

 

 

 

Investments:

 

 

 

 

 

Mutual Funds at fair value (see Note 3)

$

170,664,827

 

$

141,107,410

Common Stock at fair value (see Note 3)

 

89,696,962

 

 

41,595,604

Common Collective Trust at fair value (see Note 3)

 

14,042,446

 

 

3,869,800

Investments at fair value (see Note 3)

 

-

 

 

11,123,916

Participant loans

 

11,731,677

 

 

9,588,351

 

 

 

 

 

 

Total investments

 

286,135,912

 

 

207,285,081

 

 

 

 

 

 

Receivables:

 

 

 

 

 

Participants’ contributions

 

895,740

 

 

642,906

Employer’s contributions

 

192,535

 

 

249,331

 

 

 

 

 

 

Total receivables

 

1,088,275

 

 

892,237

 

 

 

 

 

 

LIABILITIES -

 

 

 

 

 

Payables:

 

 

 

 

 

Excess contributions payable to participants (see Note 8)

 

 

(66,005)

 

 

 

-

 

 

 

 

 

 

NET ASSETS REFLECTING ALL INVESTMENTS AT FAIR VALUE

 

 

287,158,182

 

 

 

208,177,318

 

 

 

 

 

 

Adjustments from fair value to contract value for fully benefit-responsive investment contracts (see Note 3)

 

 

141,136

 

 

 

40,381

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

$

287,299,318

 

$

208,217,699

 

 

 

 

See accompanying notes to financial statements.

 

 

2

TEREX CORPORATION AND AFFILIATES’

401(K) RETIREMENT SAVINGS PLAN

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2006

ADDITIONS:

 

 

Net appreciation in fair value of investments

$

55,218,183

Interest from investments

 

143,186

Dividends from investments

 

12,034,636

Interest from participant loans

 

612,794

Participant contributions

 

17,666,703

Employer contributions

 

6,517,623

Rollover contributions

 

2,601,018

Total additions

 

94,794,143

 

 

 

DEDUCTIONS:

 

 

Benefits paid to participants

 

(15,638,012)

Administrative fees

 

(74,512)

Total deductions

 

(15,712,524)

 

 

 

NET INCREASE

 

79,081,619

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR

 

208,217,699

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR

$

287,299,318

 

 

See accompanying notes to financial statements.

3

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 Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General - The Plan is a defined-contribution plan that covers certain salaried and hourly employees of Terex Corporation and its subsidiaries (“Terex” or the “Company” or the “Employer”) meeting minimum eligibility requirements. The investments of the Plan are held in a trust account by Fidelity Management Trust Company (“Fidelity”), the trustee of the Plan.

 

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 Administrative Committee is considered the Plan Administrator for purposes of ERISA.

 

During 2006, the Plan was restated to permit participants to irrevocably designate some or all of their elective contributions under the Plan as designated Roth contributions effective July 1, 2006. Designated Roth contributions are elective contributions that, unlike pre-tax elective contributions, are currently includible in gross income. The Roth contributions are made in lieu of all or a portion of the elective contribution the participant is otherwise eligible to make under the Plan.

 

Participant Eligibility - Permanent employees that are not under a collective bargaining agreement may begin participation on the first day of the month following their hiring, with the exception for employees of Terex Handlers. Effective January 1, 2005, the Plan was amended such that Terex Handlers employees’ eligibility begins after completion of sixty days of service (formerly ninety days of service). Eligibility for employees under a collective bargaining agreement (“Represented”) is as follows: Koehring Cranes, Inc. (“Koehring”) employees are eligible after they complete three months of service; Terex Reedrill (“Reedrill”) employees are eligible after completion of six months of service; Halco America (“Halco”) employees are eligible after completion of six months of service; and The American Crane Corporation, now known as Terex Cranes Wilmington, Inc. (“TCW”) and Cedarapids, Inc. (“Cedarapids”) employees are eligible to participate in the Plan on the first day of the month following their hiring.

 

Participant Contributions - Participants may contribute a maximum of 80% of their compensation to the Plan in any combination of pre-tax, Roth or post-tax contributions. The maximum pre-tax contribution permitted under Internal Revenue Service (“IRS”) regulations in 2006 and 2005 was $15,000 and $14,000, respectively. Participants age 50 and older can elect to make additional pre-tax contributions (“catch-up contributions”) up to the limits prescribed by IRS regulations. These additional catch-up contributions are not eligible for matching Employer contributions.

 

Employer Contributions – With the exception of participants at CMI Terex Corporation (“CMI”) and Represented participants, the Company matched 50% of the first 8% of base compensation that a participant contributed to the Plan. The Company matched 15% of the amount that CMI participants contribute to the Plan subject to IRS limits.

 

For Represented employees, the Employer contributions are as follows: Terex matches 50% of the first 8% of the TCW participant’s contribution; Terex matches 33.33% of the first 6% of the Reedrill and Halco participant’s contribution; Terex matches 100% of the first 4% of the Cedarapids participant’s contribution and effective March 1, 2005, matches 50% of the first 8% of the Koehring participant’s contribution to the Plan. Prior to March 1, 2005, Koehring participants received no Company match. The Company may make, in its sole discretion, supplementary contributions.

 

Company contributions are made in Terex common stock, $.01 par value per share (“Common Stock”). Effective January 1, 2007, the Company contributions of Common Stock were no longer restricted.

 

4

TEREX CORPORATION AND AFFILIATES’

401(k) RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

Previously, Company matching contributions were restricted until the first business day of the second quarter of each calendar year, at which date, all restricted Company matching contributions in Common Stock were reclassified to unrestricted, thereby allowing participants to exchange the value of Common Stock into other investment options.

 

Effective January 1, 2007, the Employer will match under a safe harbor contribution, 100% of the first 4% of the participant’s contributions, except for Represented employees, and provide immediate vesting on all safe harbor matching contributions.

 

Contribution Limits - Contributions are limited in that the sum of: a) total Employer contributions; b) total participant pre-tax contributions; c) total participant Roth contributions and d) total participant post-tax contributions, cannot exceed the lesser of: i) $44,000 or ii) 100% of the participant’s total compensation for the year. Participants are able to direct current contributions and redistribute accumulated contributions and earnings between investment funds.

 

Vesting - Participants are fully vested immediately in their voluntary contributions plus any actual earnings thereon. Participants vest in all Employer contributions after one year of eligible service.

 

Forfeitures - Non-vested Employer contributions of participants that have separated from the Company become forfeitures and are held in a separate account and may be used to reduce future Employer contributions or to pay the Plan’s administrative expenses. However, participants that return to service within five years from their separation date will be entitled to continue vesting in the Employer contributions which were previously forfeited. At December 31, 2006, forfeited non-vested accounts totaled $256,013. These accounts will be used to offset future Employer contributions or pay Plan expenses. During 2006, the forfeiture account was not used for the offset of Employer contributions or payment of plan expenses.

 

Allocation of Earnings - Each participant's account is credited with contributions and an allocation of earnings (losses) from the respective investment funds. A participant's contributions and related Employer’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 $5,000 the participant can elect to keep the investments in the Plan. Withdrawals are also permitted for financial hardship, after-tax contributions as defined in the Plan document, or upon attainment of age 59-1/2.

 

In the event the participant does not direct the distribution, the Administrative Committee is allowed to designate an individual retirement plan for a mandatory distribution greater than $1,000.

 

Participant Loans - Participants may obtain loans between $1,000 and 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.

 

2.

SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting - The accompanying financial statements have been prepared on the accrual basis.

 

Investments - Plan investments are stated at fair value based on published market prices. Shares of common/collective trusts are valued at the net asset value of shares held by the Plan at year end as reported by the trustee. Net appreciation (depreciation) in aggregate fair value of investments is comprised of all realized and unrealized gains and losses during the year.

 

5

TEREX CORPORATION AND AFFILIATES’

401(k) RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

Expenses - Fees and expenses related to administering the Plan are generally paid by Terex. Investment management fees and loan administration fees are paid by participants.

 

Payment of Benefits - Benefits are recorded when paid.

 

Transfers-in – Transfers-in are recognized at the time the assets are received by the Plan.

 

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of investment income and expenses during the reporting period. Actual results could differ from those estimates.

 

Investment Contracts - Financial Accounting Standard Board (“FASB”) FASB Staff Position (“FSP”) Nos. AAG INV-1 and SOP 94-4-1 (As Amended), “Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans,” defines the circumstances in which an investment contract is considered fully benefit-responsive and provides certain reporting and disclosure requirements for fully benefit-responsive investment contracts in defined-contribution health and welfare and pension plans.

 

Investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The plan invests in investment contracts through a common collective trust. As required by this FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

 

The financial statement presentation and disclosure provisions of this FSP are effective for financial statements issued for annual periods ending after December 15, 2006 and are required to be applied retroactively to all prior periods presented for comparative purposes. The Plan adopted the provisions of this FSP at December 31, 2006 and restated the prior year to conform to the current year’s presentation.

 

Investment Valuation and Income Recognition - The Plan’s investments are stated at fair value (see Note 3). Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year end. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Participant loans are valued at cost plus accrued interest which approximates fair value.

 

Risks and Uncertainties - The Plan provides for various investment options in investment securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.

 

 

6

TEREX CORPORATION AND AFFILIATES’

401(k) RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

3.

INVESTMENTS

 

The following presents investments that represent 5 percent or more of the Plan’s net assets.

 

 

December 31,

 

 

2006

 

 

 

2005

 

Terex Corporation Common Stock

$

89,696,962

*

 

$

41,595,604

*

Fidelity Contrafund Fund

$

**

 

 

$

10,676,269

 

Fidelity Retirement Money Market Fund

$

17,814,699

 

 

$

16,445,238

 

Fidelity Low Price Stock Fund

$

20,961,188

 

 

$

19,188,872

 

Fidelity Diversified International Fund

$

18,165,026

 

 

$

13,123,164

 

Investment Contract with Massachusetts Mutual Life

Insurance Company, #GICO 35024, matured 12/31/05

$

***

 

 

$

11,120,365

 

 

 

 

 

 

 

 

 

 

*

Nonparticipant-directed

 

**

This investment represents less than 5 percent of the Plan’s net assets at December 31, 2006.

 

***

Guaranteed Investment Contract (“GIC”) matured December 31, 2005. Value of investment at

 

December 31, 2006 was $0.

 

During 2006, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $55,218,183 as follows:

 

Mutual Funds

$

6,748,012

Common Stock

 

48,470,171

 

$

55,218,183

 

The Plan had an interest in a benefit-responsive investment contract which was valued at contract value as determined by MassMutual, the holder of the contract. This contract matured December 31, 2005. The contract value at December 31, 2005 was $11,120,365. The contract value represents contributions made under contract, plus earnings, less participant withdrawals and administrative expenses. At December 31, 2005, the fair market value of the contract was approximately $11,123,916. There were no reserves against the contract value for credit risk of the contract issuer or otherwise. Participants could ordinarily direct the withdrawal or transfer of all or a portion of the investment at contract value. The guaranteed annual interest rate was 6 percent.

The Plan has an interest in Fidelity Managed Income Portfolio Class I, a common collective trust (“CCT”). A majority of this CCT is invested in synthetic GICs which are fully benefit-responsive. As described in the Investment Contracts note, contract value is the relevant measurement attribute for synthetic GICs. Contract value, as reported to the Plan, represents the principal balances of the contracts, plus accrued interest at the stated rate, less payments received and contract charges by the insurance company. The contract value as of December 31, 2006 and 2005 was $14,183,582 and $3,913,732 respectively; the market value as of December 31, 2006 and 2005 was $14,042,446 and $3,869,800, respectively.

 

4.

NONPARTICIPANT-DIRECTED INVESTMENTS

 

The Company’s contributions to the Plan are invested solely in Common Stock (see Note 1 – Description of the Plan). Fidelity holds all Common Stock in one investment account and does not segregate Employer and participant purchased common stock activity. As a result, all Plan investments in Common Stock are considered nonparticipant-directed through December 31, 2006. Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:

 

7

TEREX CORPORATION AND AFFILIATES’

401(k) RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

 

December 31,

 

2006

 

2005

Net Assets:

 

 

 

 

 

 

 

 

 

 

 

Terex Corporation Common Stock

$

89,696,962

 

$

41,595,604

 

 

 

 

 

 

Year Ended December 31, 2006

 

 

Changes in Net Assets:

 

 

 

 

 

Contributions, including Employer and participant contributions

$

8,262,419

 

 

 

Net appreciation

 

48,470,171

 

 

 

Transfers from participant-directed investments

 

14,120,111

 

 

 

Withdrawals

 

(3,514,036)

 

 

 

Net loan activity

 

(650,050)

 

 

 

Expenses paid

 

(7,010)

 

 

 

Transfers to participant-directed investments

 

(18,516,796)

 

 

 

Forfeitures

 

(63,451)

 

 

 

 

$

48,101,358

 

 

 

 

5.

PARTY-IN-INTEREST

 

Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity also serves as a custodian and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan to Fidelity for the investment management services were $74,512 for the year ended December 31, 2006. In addition, transactions in Common Stock and Participant Loans qualify as party-in-interest transactions.

 

6.

INCOME TAX STATUS

 

On January 31, 2007, the Plan applied for a determination letter with its restated and amended document filed with the IRS including changes through January 1, 2007. On February 20, 2007, the Plan received an acknowledgement from the IRS stating it was in receipt of the Plan’s Determination Letter application indicating that it would take four to five months to process this submission. As of June 29, 2007, the Plan had not received approval. Preceding the Plan’s restatement, the Plan received a determination letter, dated May 5, 2004, in which the IRS stated that the Plan 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. However, the Plan Administrator and the Plan’s tax counsel believe that the Plan, as amended and restated, continues to be qualified and exempt from tax under Sections 401(c) and 401(k) of the IRC.

 

7.

TERMINATION OF THE PLAN

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. 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. In the event of Plan termination, participants would become 100 percent vested in their Employer contributions.

 

8

TEREX CORPORATION AND AFFILIATES’

401(k) RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

8.

EXCESS CONTRIBUTIONS PAYABLE TO PARTICIPANTS

 

The Plan is subject to certain compliance requirements of non-discrimination rules under ERISA and IRS guidelines. For the Plan year ended December 31, 2006, the Plan failed certain of these non-discrimination tests due to lower levels of contribution participation by non-highly compensated eligible Plan participants. In order to meet the compliance requirements, the Plan refunded a portion of the contributions made by highly compensated participants. The refund for 2006, paid in March 2007, totaled $66,005. The refund is recorded as “Excess contributions payable to participants” in the December 31, 2006 Statement of Net Assets Available for Benefits and included in “Benefits paid to participants” on the Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2006.

 

Beginning January 1, 2007, the Employer will match under a safe harbor contribution to prevent future non-compliance with non-discrimination rules.

 

9.

RECENT ACCOUNTING PRONOUNCEMENTS

 

In September 2006, the FASB issued Statement of Financial Accounting Standard (“SFAS”) SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective as of the beginning of the Plan’s 2008 fiscal year. The Plan is currently evaluating the impact of adopting SFAS No. 157 on its financial statements.

 

10.

RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

 

The following is a reconciliation of net increase in assets available for benefits per the financial statements to the Form 5500 at December 31, 2006:

 

Total net increase in assets available for benefits per the financial statements

$

79,081,619

Contract value in excess of fair value

 

(141,136)

Total net income per the Form 5500

$

78,940,483

 

 

 

9

TEREX CORPORATION AND AFFILIATES’

401(k) RETIREMENT SAVINGS PLAN

 

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

DECEMBER 31, 2006

 

 

(a)

(b) Identity of Issue, Borrower, Lessor or  

Similar Party

(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value

(d) Cost

(e) Current Value

 

Mutual Funds:

 

 

 

 

 

 

Baron Growth Fund

Registered Investment Company

 

 

$

3,289,937

 

Juliusbaer Int’l Equity

Registered Investment Company

 

 

 

2,060,834

 

Calamos Growth

Registered Investment Company

 

 

 

2,774,449

 

Janus Mid Cap Value Fund

Registered Investment Company

 

 

 

4,055,057

 

Pimco Real Return Bond

Registered Investment Company

 

 

 

169,560

 

LD Abbett Small Cap Value

Registered Investment Company

 

 

 

1,843,498

 

GS High Yield

Registered Investment Company

 

 

 

2,346,667

 

Spartan US Equity Index Fund

Registered Investment Company

 

 

 

3,644,932

*

Fidelity Magellan Fund

Registered Investment Company

 

 

 

7,851,982

*

Fidelity Contrafund

Registered Investment Company

 

 

 

12,605,040

*

Fidelity Equity-Income Fund

Registered Investment Company

 

 

 

12,230,071

*

Fidelity Growth Company Fund

Registered Investment Company

 

 

 

9,608,870

*

Fidelity Intermediate Bond Fund

Registered Investment Company

 

 

 

6,308,896

*

Fidelity Balanced Fund

Registered Investment Company

 

 

 

9,189,160

*

Fidelity Low Priced Stock Fund

Registered Investment Company

 

 

 

20,961,188

*

Fidelity Diversified International Fund

Registered Investment Company

 

 

 

18,165,026

*

Fidelity Dividend Growth Fund

Registered Investment Company

 

 

 

4,914,279

*

Fidelity Freedom Income Fund

Registered Investment Company

 

 

 

529,406

*

Fidelity Freedom 2000 Fund

Registered Investment Company

 

 

 

4,440,551

*

Fidelity Freedom 2010 Fund

Registered Investment Company

 

 

 

6,523,426

*

Fidelity Freedom 2020 Fund

Registered Investment Company

 

 

 

7,748,286

*

Fidelity Freedom 2030 Fund

Registered Investment Company

 

 

 

10,651,086

*

Fidelity Freedom 2040 Fund

Registered Investment Company

 

 

 

937,927

*

Fidelity Retirement Money Market Portfolio Fund

Registered Investment Company

 

 

 

17,814,699

 

 

 

 

 

 

170,664,827

 

Common Stock:

 

 

 

 

 

*

Terex Corporation

Common Stock

$

28,219,144

 

89,696,962

 

Common Collective Trust:

 

 

 

 

 

*

Fidelity Managed Income Portfolio

Common Collective Trust

 

 

 

14,042,446

 

Loans:

 

 

 

 

 

*

 

Participants’ Loans

Interest rates ranging from 4.25% to 11.0% and with maturities through 2021

 

-

 

11,731,677

 

 

Total

 

 

$

286,135,912

 

 

 

* Denotes a party-in interest to the Plan.

 

10

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Terex Corporation and Affiliates'

401(k) Retirement Savings Plan

 

 

/s/ Phillip C. Widman

Date: June 29, 2007

By: Phillip C. Widman

Senior Vice President and Chief Financial Officer

Terex Corporation

 

11

EX-23 2 exh23-1.htm EXH 23-1 CONSENT OF IND. REG. PUBLIC ACCTNG FIRM

EXHIBIT 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-00949) of Terex Corporation of our report dated June 28, 2007 relating to the financial statements of the Terex Corporation and Affiliates’ 401(k) Retirement Savings Plan, which appears in this Form 11-K.

 

 

PricewaterhouseCoopers LLP

Stamford, CT

June 28, 2007

 

 

 

12

 

 

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