BUSINESS DESCRIPTION



Terex is a global manufacturer of aerial work platforms and materials processing
machinery. We design, build and support products used in construction,
maintenance, manufacturing, energy, minerals and materials management
applications. Our products are manufactured in North and South America, Europe,
Australia and Asia and sold worldwide. We engage with customers through all
stages of the product life cycle, from initial specification and financing to
parts and service support. We manage and report our business in the following
segments: (i) Aerial Work Platforms ("AWP") and (ii) Materials Processing
("MP").

On July 31, 2019, we completed the disposition of our Demag® mobile cranes
business ("Demag") to Tadano Ltd. and certain of its subsidiaries. During 2019,
we also exited North American mobile crane product lines manufactured in our
Oklahoma City facility. As a result, we reorganized certain operations, formerly
part of our Cranes segment, to align with our new management and reporting
structure. Our utilities business has been consolidated within our AWP segment
and our pick and carry, rough terrain and tower cranes businesses have been
consolidated within our MP segment. Prior period reportable segment information
was adjusted to reflect the realignment of our operations.

Further information about our industry and reportable segments appears below and in Note B - "Business Segment Information" in the Notes to the Condensed Consolidated Financial Statements.

Non-GAAP Measures



In this document, we refer to various GAAP (U.S. generally accepted accounting
principles) and non-GAAP financial measures. These non-GAAP measures may not be
comparable to similarly titled measures disclosed by other companies. We present
non-GAAP financial measures in reporting our financial results to provide
investors with additional analytical tools which we believe are useful in
evaluating our operating results and the ongoing performance of our underlying
businesses. We do not, nor do we suggest that investors consider such non-GAAP
financial measures in isolation from, or as a substitute for, financial
information prepared in accordance with GAAP.

Non-GAAP measures we may use include translation effect of foreign currency exchange rate changes on net sales, gross profit, selling, general & administrative ("SG&A") costs and operating profit, as well as the net sales, gross profit, SG&A costs and operating profit excluding the impact of acquisitions and divestitures.



As changes in foreign currency exchange rates have a non-operating impact on our
financial results, we believe excluding effects of these changes assists in
assessment of our business results between periods. We calculate the translation
effect of foreign currency exchange rate changes by translating current period
results using rates that the comparable prior periods were translated at to
isolate the foreign exchange component of fluctuation from the operational
component. Similarly, impact of changes in our results from acquisitions and
divestitures not included in comparable prior periods may be subtracted from the
absolute change in results to allow for better comparability of results between
periods.

We calculate a non-GAAP measure of free cash flow. We define free cash flow as Net cash provided by (used in) operating activities, plus (minus) increases (decreases) in Terex Financial Services finance receivables consisting of sales-type leases and commercial loans ("TFS Assets"), less Capital expenditures, net of proceeds from sale of capital assets. We believe this measure of free cash flow provides management and investors further useful information on cash generation or use in our primary operations.



Working capital is calculated using the Condensed Consolidated Balance Sheet
amounts for Trade receivables (net of allowance) plus Inventories, less Trade
accounts payable and Customer advances. We view excessive working capital as an
inefficient use of resources, and seek to minimize the level of investment
without adversely impacting ongoing operations of the business. Trailing three
months annualized net sales is calculated using net sales for the most recent
quarter end multiplied by four. The ratio calculated by dividing working capital
by trailing three months annualized net sales is a non-GAAP measure we believe
measures our resource use efficiency.

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Non-GAAP measures we also use include Net Operating Profit After Tax ("NOPAT")
as adjusted, income (loss) from operations as adjusted, annualized effective tax
rate as adjusted, cash and cash equivalents as adjusted, Debt as adjusted and
Terex Corporation stockholders' equity as adjusted, which are used in the
calculation of our after tax return on invested capital ("ROIC") (collectively
the "Non-GAAP Measures"), which are discussed in detail below.

Overview

While the first two months of the year started in line with our expectations, during March, global economic activity including customer capital equipment purchases sharply contracted due to the COVID-19 pandemic ("COVID-19"). In response to this unprecedented situation, we swiftly implemented safety, financial and cost reduction actions.



Safety is and will remain the top priority of the Company. The Terex Way Values,
along with our commitment to safety, give us strength as we manage the impact of
COVID-19. We have taken significant measures to protect the health and safety of
our team members in accordance with recommendations from health officials. It is
a testimony to our Zero Harm safety program and our team members' efforts that
we have had only a small number of confirmed cases at Terex. Based on our
experience with our Changzhou, China facility, we have implemented proactive
measures in our sites around the world including, strict social distance
processes, health screenings and sanitation measures to keep our team members
and their families, our customers and their communities safe.

After safety, our top priority is our liquidity. As of March 31, 2020, we had
$945 million in available liquidity. We have taken numerous actions so that we
can maintain strong liquidity levels going forward. We amended our credit
agreement to provide us with additional flexibility to manage the Company during
these challenging times. It is important that all of Terex's stakeholders,
including customers, suppliers, team members and credit and equity investors
have confidence that we have the operational and financial strength to manage
successfully through this period of uncertainty. We believe our liquidity
continues to be sufficient to meet our business plans. See "Liquidity and
Capital Resources" for a detailed description of liquidity and working capital
levels, including the primary factors affecting such levels.

We have also begun a comprehensive cost reduction program to help support our
financial position. Our actions have included salary reductions (50% by the CEO,
20% by the Executive Leadership Team and 5-10% for other team members),
furloughing of team members, reductions in force, temporarily closing
facilities, implementing short work weeks, adjusting production in each of our
businesses to align with the current, reduced levels of commercial demand,
partnering with suppliers to limit the incoming supply of materials, receiving
only what is needed to support our current production schedules, reducing our
plans for capital expenditures by 35% for the remainder of 2020, utilizing tax
and other government opportunities to preserve our liquidity and deferring or
reducing other cash outlays.

Operationally, MP started the year with another solid quarter, achieving 8% operating margins, despite challenging markets. However, weakness in AWP's aerials business more than offset MP's positive operating performance.



Our AWP segment's first quarter 2020 net sales were down 30% from the prior year
period driven by continued challenging global markets. End markets in the U.S.
and Europe sharply contracted in March, despite starting the year in line with
our expectations, with a substantial portion of the year-over-year decline
occurring in March. Our Changzhou, China factory was shut down or operating at a
reduced level for most of the quarter. However, starting in March the China
business gradually started ramping up production. The Utilities market also
softened in March but not at the same rate that we experienced in the aerials
business. AWP's lower operating margin in the quarter was driven by lower sales
volume.

Our MP segment's first quarter 2020 net sales were down 23% from the prior year
period driven by cautious customer sentiment delaying capital purchases of
crushing and screening equipment, material handlers and cranes. Similar to AWP,
end markets contracted across the MP businesses in March, despite a relatively
good start to the year, with a substantial portion of the year-over-year decline
occurring in March.

We saw an increase in customer cancellations and requested delivery delays in
the second half of March in both AWP and MP. The backlog at March 31, 2020 for
AWP and MP was $717 million (a decline of 34% from the prior year period) and
$272 million (a decline of 52% from the prior year period), respectively.

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Despite the challenging month of March, our free cash flow use of approximately
$113 million for the first quarter of 2020 was a significant improvement on our
free cash flow use of approximately $257 million in the first quarter of 2019.
The year-over-year improvement in free cash flow resulted primarily from a
reduction in net working capital and a significant use of cash in discontinued
operations in 2019. At the beginning of 2020 we were under-producing to retail
demand to bring our inventories in-line and, due to the significant number of
delays and cancellations in March, we aggressively brought our production down
in the AWP segment, driving the net working capital improvement.

In the first quarter of 2020, our largest market remained North America, which
represented approximately 57% of our global sales in continuing operations. As
compared to the prior year period, our sales were down double digits in every
major geography.

As a result of COVID-19, we withdrew our 2020 financial guidance on March 25,
2020 and will not issue revised guidance due to the continuing economic
uncertainties. The full severity and duration of the related global economic
crisis is not known, but it is expected to continue to negatively impact our
operating results. See Part II, Item 1A. - "Risk Factors" for a detailed
description of the risks resulting from COVID-19.
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ROIC



ROIC and other Non-GAAP Measures (as calculated below) assist in showing how
effectively we utilize capital invested in our operations. ROIC is determined by
dividing the sum of NOPAT for each of the previous four quarters by the average
of Debt less Cash and cash equivalents plus Terex Corporation stockholders'
equity for the previous five quarters. NOPAT for each quarter is calculated by
multiplying Income (loss) from operations by one minus the annualized effective
tax rate.

In the calculation of ROIC, we adjust income (loss) from operations, annualized
effective tax rate, and Terex Corporation stockholders' equity to remove the
effects of the impact of certain transactions in order to create a measure that
is useful to understanding our operating results and the ongoing performance of
our underlying business without the impact of unusual items as shown in the
tables below. Cash and cash equivalents and Debt are adjusted to include amounts
recorded as held for sale.

Furthermore, we believe returns on capital deployed in Terex Financial Services
("TFS") do not represent our primary operations and, therefore, TFS Assets and
results from operations have been excluded from the Non-GAAP Measures. Debt is
calculated using amounts for Current portion of long-term debt plus Long-term
debt, less current portion. We calculate ROIC using the last four quarters'
adjusted NOPAT as this represents the most recent 12-month period at any given
point of determination. In order for the denominator of the ROIC ratio to
properly match the operational period reflected in the numerator, we include the
average of five quarters' ending balance sheet amounts so that the denominator
includes the average of the opening through ending balances (on a quarterly
basis) thereby providing, over the same time period as the numerator, four
quarters of average invested capital.

Terex management and Board of Directors use ROIC as one measure to assess
operational performance, including in connection with certain compensation
programs. We use ROIC as a metric because we believe it measures how effectively
we invest our capital and provides a better measure to compare ourselves to peer
companies to assist in assessing how we drive operational improvement. We
believe ROIC measures return on the amount of capital invested in our primary
businesses, excluding TFS, as opposed to another metric such as return on
stockholders' equity that only incorporates book equity, and is thus a more
accurate and descriptive measure of our performance. We also believe adding Debt
less Cash and cash equivalents to Terex Corporation stockholders' equity
provides a better comparison across similar businesses regarding total
capitalization, and ROIC highlights the level of value creation as a percentage
of capital invested. As the tables below show, our ROIC at March 31, 2020 was
12.7%.

Amounts described below are reported in millions of U.S. dollars, except for the
annualized effective tax rates. Amounts are as of and for the three months ended
for the periods referenced in the tables below.
                                                    Mar '20      Dec '19    

Sep '19 Jun' 19 Mar '19



Annualized effective tax rate, as adjusted             19.8  %      15.6  %      15.6  %      15.6  %
Income (loss) from operations as adjusted         $    (4.5)   $    35.3    $    86.2    $   127.9
Multiplied by: 1 minus annualized effective tax
rate                                                   80.2  %      84.4  %      84.4  %      84.4  %
Adjusted net operating income (loss) after tax    $    (3.6)   $    29.8    $    72.8    $   107.9
Debt as adjusted                                  $ 1,345.1    $ 1,175.7    $ 1,175.6    $ 1,351.9    $ 1,477.8
Less: Cash and cash equivalents as adjusted          (515.0)      (540.1)      (475.5)      (394.6)      (330.2)
Debt less Cash and cash equivalents as adjusted       830.1        635.6        700.1        957.3      1,147.6
Total Terex Corporation stockholders' equity as
adjusted                                              746.6        886.6        804.2        775.1        666.3
Debt less Cash and cash equivalents plus Total
Terex Corporation stockholders' equity as
adjusted                                          $ 1,576.7    $ 1,522.2    $ 1,504.3    $ 1,732.4    $ 1,813.9



                          March 31, 2020 ROIC                                       12.7  %
NOPAT as adjusted (last 4 quarters)                                      $  

206.9

Average Debt less Cash and cash equivalents plus Total Terex Corporation stockholders' equity as adjusted (5 quarters)

                            $  

1,629.9


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                                                  Three months     Three months     Three months     Three months
                                                 ended 3/31/20    ended 12/31/19   ended 9/30/19    ended 6/30/19

Reconciliation of income (loss) from
operations:
Income (loss) from operations, as reported      $      (7.1)     $      22.9      $      86.4      $     126.0
Adjustments:
Deal related                                              -                -             (0.9)            (7.0)
Restructuring and related                                 -              9.8              2.2              8.7
Transformation                                            -              3.4              2.2              4.0

Other                                                     -              0.2                -                -
(Income) loss from TFS                                  2.6             (1.0)            (3.7)            (3.8)

Income (loss) from operations as adjusted $ (4.5) $ 35.3 $ 86.2 $ 127.9



                                                 As of 3/31/20    As of 12/31/19   As of 9/30/19    As of 6/30/19    As of 3/31/19
Reconciliation of Cash and cash equivalents:
Cash and cash equivalents - continuing
operations                                      $     511.3      $     

535.1 $ 470.6 $ 367.5 $ 304.6 Cash and cash equivalents - assets held for sale

                                                    3.7              5.0              4.9             27.1               25.6

Cash and cash equivalents, as adjusted $ 515.0 $ 540.1 $ 475.5 $ 394.6 $ 330.2



Reconciliation of Debt:
Debt - continuing operations                    $   1,345.1      $   

1,175.7 $ 1,175.6 $ 1,347.7 $ 1,473.4 Debt - liabilities held for sale

                          -                -                -              4.2                4.4
Debt, as adjusted                               $   1,345.1      $   

1,175.7 $ 1,175.6 $ 1,351.9 $ 1,477.8



Reconciliation of Terex Corporation
stockholders' equity:
Terex Corporation stockholders' equity as
reported                                        $     786.2      $     

932.3 $ 866.3 $ 860.1 $ 781.8 TFS Assets

                                           (150.0)          (154.0)          (159.0)          (180.2)            (204.6)
Effects of adjustments, net of tax:
Deal related                                           75.3             75.3             75.3             75.8               83.1
Restructuring and related                              24.2             24.2             15.9             12.4                2.7
Transformation                                         14.4             14.4             11.5              9.3                4.8

Other                                                   2.3              2.3              1.3              1.7               (0.7)
(Income) loss from TFS                                 (5.8)            (7.9)            (7.1)            (4.0)              (0.8)
Terex Corporation stockholders' equity as
adjusted                                        $     746.6      $     886.6      $     804.2      $     775.1      $       666.3



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                                                  Income (loss)
                                                 from continuing   

(Provision for)


              Three Months Ended                operations before    

benefit from


                March 31, 2020                    income taxes       income taxes    Income tax rate
Reconciliation of annualized effective tax
rate:
As reported                                     $        (25.5)   $           0.8             3.1  %
Effect of adjustments:

Tax related                                                  -                4.2

As adjusted                                     $        (25.5)   $           5.0            19.8  %



                                                Income (loss) from
                                                    continuing        (Provision for)
                  Year Ended                    operations before   benefit from income
               December 31, 2019                   income taxes            taxes          Income tax rate
Reconciliation of annualized effective tax
rate:
As reported                                     $         247.5    $        (37.8)                15.3  %
Effect of adjustments:

Deal related                                               (7.5)              0.2
Restructuring and related                                  22.4              (4.7)
Transformation                                             13.7              (2.8)

Other                                                       0.6              (0.1)
Tax related                                                   -               2.0
As adjusted                                     $         276.7    $        (43.2)                15.6  %




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RESULTS OF OPERATIONS



Three Months Ended March 31, 2020 Compared with Three Months Ended March 31,
2019

Consolidated

                                                                Three Months Ended March 31,
                                                        2020                                                          2019
                                                                   % of                                    % of              % Change In
                                                                  Sales                                   Sales            Reported Amounts
                                                                  ($ amounts in millions)
Net sales                               $     833.6                     -          $ 1,136.6                    -                  (26.7) %
Gross profit                            $     136.7                  16.4  %       $   237.8                 20.9  %               (42.5) %
SG&A                                    $     143.8                  17.3  %       $   138.1                 12.2  %                 4.1  %
Income (loss) from operations           $      (7.1)                 (0.9) %       $    99.7                  8.8  %              (107.1) %



Net sales for the three months ended March 31, 2020 decreased $303.0 million
when compared to the same period in 2019.  The decrease in net sales was
primarily due to lower demand for aerial work platforms and telehandlers in our
AWP segment and cranes, material handlers and materials processing equipment in
our MP segment.

Gross profit for the three months ended March 31, 2020 decreased $101.1 million when compared to the same period in 2019. The decrease was primarily due to lower sales across both segments and overhead absorption in our AWP segment.

SG&A costs for the three months ended March 31, 2020 increased $5.7 million when compared to the same period in 2019. The increase was primarily due to a specific finance receivable reserve for one customer.



Income from operations for the three months ended March 31, 2020 decreased
$106.8 million when compared to the same period in 2019. The decrease was
primarily due to lower sales volume across both segments and overhead absorption
in our AWP segment.

Aerial Work Platforms

                                                               Three Months Ended March 31,
                                                        2020                                                         2019
                                                                    % of                                 % of              % Change In
                                                                   Sales                                 Sales           Reported Amounts
                                                                 ($ amounts in millions)
Net sales                               $      511.7                     -          $ 727.9                   -                  (29.7) %

Income from operations                  $       (5.9)                 (1.2) %       $  59.6                 8.2  %              (109.9) %


Net sales for the AWP segment for the three months ended March 31, 2020 decreased $216.2 million when compared to the same period in 2019 primarily due to lower demand for aerial work platforms and telehandlers in all major geographies as a result of expected market declines, impact of COVID-19 and timing of customer orders.



Income from operations for the three months ended March 31, 2020 decreased $65.5
million when compared to the same period in 2019. The decrease was primarily due
to lower sales volume and lower overhead absorption from a decrease in volume.

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Materials Processing

                                                               Three Months Ended March 31,
                                                        2020                                                        2019
                                                                   % of                                  % of              % Change In
                                                                   Sales                                Sales            Reported Amounts
                                                                 ($ amounts in millions)
Net sales                               $      315.6                    -          $ 410.5                    -                  (23.1) %

Income from operations                  $       25.0                  7.9  %       $  59.5                 14.5  %               (58.0) %


Net sales for the MP segment for the three months ended March 31, 2020 decreased $94.9 million when compared to the same period in 2019 primarily due to decreased demand for cranes and materials processing equipment in all major geographies and material handlers in Western Europe as a result of expected market declines and impact of COVID-19.



Income from operations for the three months ended March 31, 2020 decreased $34.5
million when compared to the same period in 2019 primarily due to lower sales
volume.

Corporate and Other / Eliminations



                                                              Three Months Ended March 31,
                                                        2020                                                        2019
                                                                   % of                                 % of              % Change In
                                                                   Sales                                Sales           Reported Amounts
                                                                 ($ amounts in millions)
Net sales                               $        6.3                    -          $  (1.8)                  -                      *
Loss from operations                    $      (26.2)                   *          $ (19.4)                  *                  (35.1) %

* - Not a meaningful percentage

Net sales include on-book financing activities of TFS and elimination of intercompany sales activity among segments. The net sales increase is primarily attributable to lower intercompany sales eliminations.



Loss from operations for the three months ended March 31, 2020 increased $6.8
million when compared to the same period in 2019. The increase in operating loss
is primarily due to a specific finance receivable reserve for one customer and
change in allocation of corporate costs.

Interest Expense, Net of Interest Income

During the three months ended March 31, 2020, our interest expense, net of interest income, was $16.8 million, or $4.5 million lower than the same period in the prior year due to a decrease in average borrowings and lower rates.

Other Income (Expense) - Net



Other income (expense) - net for the three months ended March 31, 2020 was an
expense of $1.6 million, or a $1.6 million decrease in expense, when compared to
the same period in the prior year. The decrease was due to lower foreign
exchange translation losses in the current year period and a positive
post-closing adjustment in 2020 related to the settlement of our U.S. defined
benefit pension plan in 2018, partially offset by mark-to-market losses recorded
on an equity investment in the current year period compared to gains recorded in
the prior year period.

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Income Taxes



During the three months ended March 31, 2020, we recognized income tax benefit
of $0.8 million on loss of $25.5 million, an effective tax rate of 3.1%, as
compared to income tax expense of $18.0 million on income of $75.2 million, an
effective tax rate of 23.9%, for the three months ended March 31, 2019. The
lower effective tax rate for the three months ended March 31, 2020 is primarily
due to increased U.S. tax on foreign income, recording of state valuation
allowances and deferred tax resulting from India tax legislation, partially
offset by tax benefits from geographic mix and the Corona Aid, Relief, and
Economic Security Act, when compared with the three months ended March 31, 2019.

Income (Loss) from Discontinued Operations - net of taxes



Loss from discontinued operations - net of tax for the three months ended
March 31, 2020 was $0.2 million compared to loss from discontinued operations -
net of tax of $124.4 million for the same period in the prior year, a reduction
of $124.2 million. The loss in the prior year was primarily from recognition of
a pre-tax charge of approximately $86 million ($86 million after-tax) to
write-down the mobile cranes disposal group to fair value, less costs to sell,
and the negative performance of our mobile cranes business.

Gain (Loss) on Disposition of Discontinued Operations - net of taxes

During the three months ended March 31, 2019, we recognized a gain on disposition of discontinued operations - net of tax of $0.6 million primarily related to the previous sale of our MHPS business.

LIQUIDITY AND CAPITAL RESOURCES



We are focused on generating cash and maintaining liquidity (cash and
availability under our revolving line of credit) for the efficient operation of
our business. At March 31, 2020, we had cash and cash equivalents of $515
million and undrawn availability under our revolving line of credit of $430
million, giving us total liquidity of approximately $945 million. During the
three months ended March 31, 2020, our liquidity decreased by approximately $195
million from December 31, 2019 primarily due to cash used in our operations,
share repurchases and capital expenditures.

Our main sources of funding are cash generated from operations, including cash
generated from the sale of receivables, loans from our bank credit facilities
and funds raised in capital markets. We have no significant debt maturities
until 2023 and we have increased our focus on internal cash flow generation. Our
actions to maintain liquidity in view of current conditions in the economy
include reducing costs and working capital, suspending our share repurchase
program and suspending making further dividend payments in 2020. We also amended
our revolving credit facility in April 2020. We believe the amendment provides
us with the flexibility needed to manage the Company during these challenging
times. We believe these measures, in conjunction with our actions to delay
certain capital spending projects, will provide us with adequate liquidity to
comply with our financial covenants under our bank credit facility, continue to
support internal operating initiatives and meet our operating and debt service
requirements for at least the next 12 months. See Part II, Item 1A. - "Risk
Factors" for a detailed description of the risks resulting from our debt and our
ability to generate sufficient cash flow to operate our business.

Our ability to generate cash from operations is subject to numerous factors, including the following:



•The duration and depth of the global economic weakness resulting from COVID-19.
•Many of our customers fund their purchases through third-party finance
companies that extend credit based on the credit-worthiness of customers and
expected residual value of our equipment. Changes either in customers' credit
profile or used equipment values may affect the ability of customers to purchase
equipment. There can be no assurance third-party finance companies will continue
to extend credit to our customers as they have in the past.
•As our sales change, the amount of working capital needed to support our
business may change.
•Our suppliers extend payment terms to us primarily based on our overall credit
rating. Declines in our credit rating may influence suppliers' willingness to
extend terms and in turn accelerate cash requirements of our business.
•Sales of our products are subject to general economic conditions, weather,
competition, translation effect of foreign currency exchange rate changes, and
other factors that in many cases are outside our direct control. For example,
during periods of economic uncertainty, our customers have delayed purchasing
decisions, which reduces cash generated from operations.
•Availability and utilization of other sources of liquidity such as trade
receivables sales programs.

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Typically, we have invested our cash in a combination of highly rated, liquid money market funds and in short-term bank deposits with large, highly rated banks. Our investment objective is to preserve capital and liquidity while earning a market rate of interest.



We seek to use cash held by our foreign subsidiaries to support our operations
and continued growth plans outside and inside the United States through funding
of capital expenditures, operating expenses or other similar cash needs of these
operations. Most of this cash could be used in the U.S., if necessary, without
additional tax cost. Incremental cash repatriated to the U.S. would not be
expected to result in material foreign and state tax cost. We will continue to
seek opportunities to tax-efficiently mobilize and redeploy funds.

We had free cash flow use of $112.9 million for the three months ended March 31, 2020.

The following table reconciles Net cash provided by (used in) operating activities to free cash flow (in millions):

Three Months Ended


                                                                                  3/31/2020
                   Net cash provided by (used in) operating activities       $          (88.7)
                                     Increase (decrease) in TFS assets                   (4.0)

Capital expenditures, net of proceeds from sale of capital assets (1)


            (20.2)

                                                        Free cash flow       $         (112.9)


(1) Includes $4.5 million of proceeds from sale of capital assets within Proceeds (payments) from the disposition of discontinued operations in the Condensed Consolidated Statement of Cash Flows.



Pursuant to terms of our trade accounts receivable factoring arrangements,
during the three months ended March 31, 2020, we sold, without recourse,
approximately $141 million of trade accounts receivable to enhance liquidity.
During the three months ended March 31, 2020, we also sold approximately $33
million of sales-type leases and commercial loans.

Working capital as a percent of trailing three month annualized net sales was 22.6% at March 31, 2020.



The following tables show the calculation of our working capital in continuing
operations and trailing three months annualized sales as of March 31, 2020 (in
millions):
                                              Three Months Ended
                                                  3/31/2020
Net Sales                                    $           833.6
                                           x                 4

Trailing Three Month Annualized Net Sales $ 3,334.4





                          As of 3/31/20
Inventories              $      823.0
Trade Receivables               402.0
Trade Accounts Payable         (454.9)
Customer Advances               (15.7)
Working Capital          $      754.4



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On January 31, 2017, we entered into a credit agreement (as amended, the "2017
Credit Agreement"). The 2017 Credit Agreement contains a $400 million senior
secured term loan (the "Original Term Loan"). The Original Term Loan portion of
the 2017 Credit Agreement bears interest at a rate of London Interbank Offered
Rate ("LIBOR") plus 2.00% with a 0.75% LIBOR floor. On March 7, 2019, we entered
into an Incremental Assumption Agreement and Amendment No. 3 ("Amendment No. 3")
to the 2017 Credit Agreement. Amendment No. 3 provided us with an additional
term loan (the "2019 Term Loan") under the 2017 Credit Agreement in the amount
of $200 million. The 2019 Term Loan portion of the 2017 Credit Agreement bears
interest at a rate of LIBOR plus 2.75% with a 0.75% LIBOR floor (the Original
Term Loan together with 2019 Term Loan comprise the "Term Loans" portion of the
2017 Credit Agreement). Net proceeds from the 2019 Term Loan were used to reduce
borrowings under the revolving line of credit. On April 23, 2020, we entered
into a Loan Modification Agreement and Amendment No. 4 ("Amendment No. 4") to
the 2017 Credit Agreement. The 2017 Credit Agreement contains a $600 million
revolving line of credit (the "Revolver"). The 2017 Credit Agreement allows
unlimited incremental commitments, which may be extended at the option of
existing or new lenders and can be in the form of revolving credit commitments,
term loan commitments, or a combination of both, with incremental amounts in
excess of $150 million through 2021 ($300 million thereafter) requiring the
Company to satisfy a senior secured leverage ratio contained in the 2017 Credit
Agreement. Interest rates charged under the Revolver in the 2017 Credit
Agreement are subject to adjustment based on our consolidated leverage ratio.
Amendment No. 4 extended the term of the Revolver to expire on January 31, 2023.
As a result of Amendment No. 4, during 2020, we are only subject to a minimum
liquidity covenant and then during 2021 we are subject to a maximum secured
leverage covenant that is only applicable if our borrowings under the Revolver
are greater than 30% of the total revolving credit commitments. See Note K -
"Long-Term Obligations," in our Condensed Consolidated Financial Statements for
additional information concerning the 2017 Credit Agreement and Amendment No. 4.

Borrowings under the 2017 Credit Agreement at March 31, 2020 were $584.0
million, net of discount, on our Term Loans. At March 31, 2020, the weighted
average interest rate was 3.55% on the Term Loans portion of the 2017 Credit
Agreement. We had $170.0 million outstanding on the Revolver. The weighted
average interest rate on the Revolver at March 31, 2020 was 2.55%.

We manage our interest rate risk by maintaining the ratio of fixed and floating
rate debt, including use of interest rate derivatives when appropriate. Over the
long term, we believe this mix will produce lower interest cost than a purely
fixed rate mix while reducing interest rate risk.

Our investment in TFS financial services assets was approximately $150 million,
net at March 31, 2020. We remain focused on expanding financing solutions in key
markets like the U.S., Europe and China. We also anticipate using TFS to drive
incremental sales by increasing customer financing through TFS in certain
instances.

In July 2018, our Board of Directors authorized the repurchase up to an
additional $300 million of our outstanding shares of common stock. During the
three months ended March 31, 2020, we repurchased 2.5 million shares for $54.6
million under this authorization leaving approximately $141 million available
for repurchase under this program. In the first quarter of 2020, our Board of
Directors declared a dividend of $0.12 per share, which was paid to our
shareholders. We previously announced that we have suspended further share
repurchases and dividend payments for the remainder of 2020.

Our ability to access capital markets to raise funds, through sale of equity or
debt securities, is subject to various factors, some specific to us and others
related to general economic and/or financial market conditions. These include
results of operations, projected operating results for future periods and debt
to equity leverage. Our ability to access capital markets is also subject to our
timely filing of periodic reports with the Securities and Exchange Commission
("SEC"). In addition, terms of our bank credit facilities, senior notes and
senior subordinated notes contain restrictions on our ability to make further
borrowings and to sell substantial portions of our assets.

Cash Flows



Cash used in operations for the three months ended March 31, 2020 totaled $88.7
million, compared to cash used in operations of $265.4 million for the three
months ended March 31, 2019. The decrease in cash used in operations was
primarily driven by improved working capital efficiency, partially offset by
decreased operating profitability.

Cash used in investing activities for the three months ended March 31, 2020 was
$20.2 million, compared to $10.6 million of cash used in investing activities
for the three months ended March 31, 2019. The increase in cash used in
investing activities was primarily due to capital expenditures.

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Cash provided by financing activities was $98.3 million for the three months
ended March 31, 2020, compared to $236.4 million of cash provided by financing
activities for the three months ended March 31, 2019. The decrease in cash
provided by financing activities was primarily due to lower net debt borrowings
and higher share repurchases in the current quarter.

OFF-BALANCE SHEET ARRANGEMENTS

Guarantees



Our customers, from time to time, fund the acquisition of our equipment through
third-party finance companies. In certain instances, we may provide a credit
guarantee to the finance company by which we agree to make payments to the
finance company should the customer default. Our maximum liability is generally
limited to our customer's remaining payments due to the finance company at the
time of default. In the event of a customer default, we are generally able to
recover and dispose of the equipment at a minimal loss, if any, to us.

We issue, from time to time, residual value guarantees under sales-type
leases. A residual value guarantee involves a guarantee that a piece of
equipment will have a minimum fair market value at a future date if certain
conditions are met by the customer. We are generally able to mitigate some risk
associated with these guarantees because maturity of guarantees is staggered,
which limits the amount of used equipment entering the marketplace at any one
time.

There can be no assurance our historical experience in used equipment markets
will be indicative of future results. Our ability to recover losses from our
guarantees may be affected by economic conditions in used equipment markets at
the time of loss.

See Note M - "Litigation and Contingencies" in the Notes to the Condensed Consolidated Financial Statements for further information regarding our guarantees.

CONTINGENCIES AND UNCERTAINTIES

Foreign Exchange and Interest Rate Risk



Our products are sold in over 100 countries around the world and, accordingly,
our revenues are generated in foreign currencies, while costs associated with
those revenues are only partly incurred in the same currencies. We enter into
foreign exchange contracts to manage variability of future cash flows associated
with recognized assets or liabilities or forecasted transactions due to changing
currency exchange rates.  Primary currencies to which we are exposed are the
Euro, British Pound and Australian Dollar.

We manage exposure to interest rates by incurring a mix of indebtedness bearing
interest at both floating and fixed rates at inception and maintaining the ratio
of floating and fixed rates on this mix of indebtedness using interest rate
derivatives when necessary.

See Note J - "Derivative Financial Instruments" in the Notes to the Condensed
Consolidated Financial Statements for further information about our derivatives
and Item 3 "Quantitative and Qualitative Disclosures About Market Risk" for a
discussion of the impact changes in foreign currency exchange rates and interest
rates may have on our financial performance.

Other



We are subject to a number of contingencies and uncertainties including, without
limitation, product liability claims, workers' compensation liability,
intellectual property litigation, self-insurance obligations, tax examinations,
guarantees, class action lawsuits and other matters. See Note M - "Litigation
and Contingencies" in the Notes to the Condensed Consolidated Financial
Statements for more information concerning contingencies and uncertainties,
including our proceedings involving a claim in Brazil regarding payment of ICMS
tax, penalties and related interest. We are insured for product liability,
general liability, workers' compensation, employer's liability, property damage,
intellectual property and other insurable risks required by law or contract with
retained liability to us or deductibles. Many of the exposures are unasserted or
proceedings are at a preliminary stage, and it is not presently possible to
estimate the amount or timing of any liability. However, we do not believe these
contingencies and uncertainties will, individually or in aggregate, have a
material adverse effect on our operations. For contingencies and uncertainties
other than income taxes, when it is probable a loss will be incurred and
possible to make reasonable estimates of our liability with respect to such
matters, a provision is recorded for the amount of such estimate or for the
minimum amount of a range of estimates when it is not possible to estimate the
amount within the range is most likely to occur.

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We generate hazardous and non-hazardous wastes in the normal course of our
manufacturing operations. As a result, we are subject to a wide range of
environmental laws and regulations. All of our employees are required to obey
all applicable health, safety and environmental laws and regulations and must
observe the proper safety rules and environmental practices in work situations.
These laws and regulations govern actions that may have adverse environmental
effects, such as discharges to air and water, and require compliance with
certain practices when handling and disposing of hazardous and non-hazardous
wastes. These laws and regulations would also impose liability for the costs of,
and damages resulting from, cleaning up sites, past spills, disposals and other
releases of hazardous substances, should any such events occur. We are committed
to complying with these standards and monitoring our workplaces to determine if
equipment, machinery and facilities meet specified safety standards. Each of our
manufacturing facilities is subject to an environmental audit at least once
every five years to monitor compliance and no incidents have occurred which
required us to pay material amounts to comply with such laws and regulations. We
are dedicated to ensuring that safety and health hazards are adequately
addressed through appropriate work practices, training and procedures. We are
committed to reducing lost time injuries and working towards a world-class level
of safety practices in our industry.

RECENT ACCOUNTING STANDARDS



Please refer to Note A - "Basis of Presentation" in the accompanying Condensed
Consolidated Financial Statements for a summary of recently issued accounting
standards.

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