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, 2001
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:
CMI Corporation Employees' Tax Savings Thrift 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
CMI Corporation Employees' Tax Savings Thrift Plan
Report on Audit of Financial Statements
December 31, 2001 and 2000
CMI Corporation Employees'
Tax Savings Thrift Plan
Index to Financial Statements and Schedule
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Page
Report of Independent Accountants 1
Statements of Net Assets Available for Plan Benefits at
December 31, 2001 and 2000 2
Statement of Changes in Net Assets Available for Plan Benefits
For the Year ended December 31, 2001 3
Notes to Financial Statements 4
Supplemental Schedule:
Schedule H, Line 4i: - Schedule of Assets (Held at End of Year) 8
Report of Independent Accountants
To the Participants and Administrator of
CMI Corporation Employees' Tax Savings Thrift 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 CMI Corporation Employees' Tax Savings Thrift Plan (the "Plan") at December
31, 2001 and 2000, and the changes in net assets available for benefits for the
year ended December 31, 2001 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 LLC
Tulsa, Oklahoma
June 26, 2002
CMI Corporation Employees'
Tax Savings Thrift Plan
Statements of Net Assets Available for Plan Benefits
December 31, 2001 and 2000
--------------------------------------------------------------------------------
2001 2000
Investments at fair value:
Mutual funds $ 15,697,491 $ 16,261,949
Common stock of CMI Corporation - 669,288
Common stock of Terex Corporation 1,014,126 -
Loans to participants 1,216,459 1,391,212
------------- -------------
Total investments 17,928,076 18,322,449
Receivables:
Contributions due from participants
and other receivables 22,724 66,672
-------------- -------------
Total assets 17,950,800 18,389,121
Payables:
Administrative expenses (13,667) -
-------------- -------------
Net assets available for plan benefits $ 17,937,133 $ 18,389,121
============== =============
The accompanying notes are an integral part of the consolidated financial
statements.
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CMI Corporation Employees'
Tax Savings Thrift Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 2001
--------------------------------------------------------------------------------
Additions to net assets attributed to:
Investment income
Net depreciation in fair value of investments $ (997,004)
Dividends and interest 431,547
------------
(565,457)
------------
Contributions:
Participant 1,828,207
Employer 277,486
------------
2,105,693
------------
Total additions 1,540,236
------------
Deductions from net assets attributed to:
Benefits paid to participants 1,932,736
Administrative expenses 59,488
------------
Total deductions 1,992,224
------------
Net decrease (451,988)
Net assets available for benefits:
Beginning of year 18,389,121
------------
End of year $ 17,937,133
============
The accompanying notes are an integral part of the consolidated financial
statements.
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CMI Corporation Employees'
Tax Savings Thrift Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
1. Description of the Plan
The following description of the Plan is provided for general
information purposes only. Participants should refer to the Plan
Agreement for a complete description of the provisions of the Plan.
General
The CMI Corporation Employees' Tax Savings Thrift Plan (the "Plan"), a
defined contribution plan, is available to any employee who was a
participant of the CMI Employees' Retirement Plan at the date of
termination of that plan or any full-time employee on the Plan's entry
dates, which are the first day of January and July, following the
employee's employment commencement date. Employees covered by a
collective bargaining agreement other than the Load King collective
bargaining agreement are excluded from participation in the Plan. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
Participant Accounts
A separate account is maintained for each participant. In addition to
participant contributions, each participant's account may be credited
with CMI Corporation's (the "Employer" or "Company") matching and
profit-sharing contributions. Investment income and expense is
allocated to each participant by investment fund based on that
participant's share of the Plan's total fund investment. The benefit
to which a participant is entitled is the benefit that can be provided
from the vested portion of the participant's account.
Contributions
Participants may contribute to the Plan through payroll deductions from
1% to 17% of their compensation on a pre-tax basis, subject to various
limits established in the Internal Revenue Code. Employer contributions
are based on a percentage of employee contribution amounts and were
determined prior to the end of each plan year at the discretion of the
Retirement Committee of the Board of Directors of CMI Corporation.
Employer contributions may be made under two options; matching
contributions and profit sharing contributions. The employer matched
15% of each participant's contribution in 2001. No contributions were
made under the profit sharing option during 2001. Employer
contributions, under either option, are not required for any plan year
and are limited to the maximum amount established in the Internal
Revenue Code.
Vesting
Participants are immediately vested in their contributions plus
earnings thereon. Employer contributions and earnings thereon are
immediately vested for participants who entered the Plan prior to April
1, 1995. Vesting of employer contributions (matching and
profit-sharing) and earnings thereon for participants entering the Plan
subsequent to April 1, 1995 are based on years of continuous service.
Vesting of employer matching and profit-sharing contributions begins
after three years of credited service with full vesting occurring after
seven years of credited service.
Investment Options
Participants can direct contributions into a Company common stock fund
account maintained by Bank of Oklahoma and certain mutual funds as
listed in the supplemental schedule. Participants can also transfer
investments among these investment options.
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CMI Corporation Employees'
Tax Savings Thrift Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
Benefit Payments and Distributions
Upon retirement at normal retirement age, disability as defined by the
Plan or death of a participant, the participant or designated
beneficiary is fully vested with respect to the entire amount allocated
to the participant's account. Participants or the designated
beneficiary may elect to receive distributions in a lump-sum or
substantially equal payments in monthly, quarterly, semi-annual or
annual installments including interest thereon. For termination of
services due to other reasons, participants may receive the value of
the vested interest in their account as a lump-sum distribution.
Loans to Participants
Participants may borrow against the vested portion of their account
balances subject to certain limitations, as defined by the Plan. Loans
bear interest at a fixed rate of prime plus 1% and are subject to other
terms as described in the Plan. Loan repayment periods generally range
from 1 to 5 years with certain exceptions.
Forfeitures
Forfeitures of Employer contributions are first used to reduce the
Plan's ordinary and necessary administrative expenses for the plan year
and then to reduce Employer contributions. Forfeitures of nonvested
amounts for the year ended December 31, 2001 were $49,623.
Plan Termination
CMI Corporation may terminate or amend the Plan at any time, subject to
provisions set forth in ERISA and the Internal Revenue Code. In the
event of Plan termination or permanent discontinuance of employer
contributions, participants will become 100% vested in their accounts
as of the effective date of complete termination of the Plan or
permanent discontinuance of employer contributions. The assets of the
Plan shall not be paid to the Employer at any time, except that, after
the satisfaction of all liabilities under the Plan, any assets
remaining may be paid to the Employer, unless otherwise provided by
law.
2. Summary of Significant Accounting Policies
Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting.
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 and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of additions to and deductions from net assets during
the reporting period. Actual results could differ from those estimates.
Investment Valuation
Stock fund investments are valued at fair market value as determined by
the Bank of Oklahoma (the "Trustee") based on quoted market values of
the underlying assets at December 31. Mutual fund investments are
valued at net asset value based on fair market at December 31 as
determined by the respective mutual fund company. The cost of
- 5 -
CMI Corporation Employees'
Tax Savings Thrift Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
securities sold is based on the average cost of all such securities
held at the time of sale. Investments in registered investment
companies traded on a national securities exchange are valued at the
latest reported sales price on the last business day of the period. If
no sale has taken place, the securities are valued at the last bid
price. If no bid price has been reported, or if no exchange quotation
is available, the securities are valued at the quotation obtained from
a reputable broker. Interest income is recorded when earned and
dividend income is recorded on the ex-dividend date. Investment
transactions are recorded on a trade-date basis. The loans to
participants are valued at cost, which approximates fair value.
Investment securities are exposed to various risks, such as interest
rate, market, and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term could
materially affect the amounts reported in the Statement of Net Assets
Available for Benefits.
Payment of Benefits
Benefits are recorded when paid. As of December 31, 2001 and 2000 net
assets available for benefits included approximately $0 and $24,000,
respectively, for distribution to participants who elected to withdraw
plan benefits that were not distributed prior to the respective plan
year end.
Administrative Expenses
All investment related costs and costs incurred related to maintaining
Plan records are paid by the Plan.
3. Investments
The following presents investments that represent 5 percent or more of
the Plan's net assets at December 31, 2001 and 2000:
2001 2000
Fidelity Advisor:
U.S. Treasury Fund $ 3,262,272 $ 2,361,676
High Yield Fund 954,502 973,799
Intermediate Bond Fund 935,895 904,495
Balanced Fund 1,075,495 1,287,287
Equity Income Fund 3,083,101 3,207,592
Growth Opportunity Fund 3,514,658 4,522,438
Terex Corporation Stock Fund 1,014,126 -
CMI Corporation Stock Fund - 669,288
Loans to participants 1,216,459 1,391,212
All other investments less than 5% 2,871,568 3,004,662
-------------- -------------
Total $ 17,928,076 $ 18,322,449
============== =============
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CMI Corporation Employees'
Tax Savings Thrift Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
During 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated (depreciated) in value as follows:
Mutual funds $ (1,541,349)
Common stock 544,345
---------------
$ (997,004)
===============
4. Tax Status
The Plan obtained its latest determination letter on October 28, 1992,
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the plan administrator and the Plan's
tax counsel believe that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal
Revenue Code.
5. Transactions with Parties-In-Interest
During the year ended December 31, 2001, the Plan bought, sold and held
units of participation in separate accounts maintained by the Bank of
Oklahoma, the Plan trustee. These transactions, as well as loans to
participants, are allowable party-in-interest transactions under
Section 408(b)(8) of the ERISA regulations.
6. Acquisition by Terex Corporation
On October 1, 2001, CMI Corporation was acquired by Terex Corporation
of Westport, CT. As a result of the acquisition, all CMI Corporation
common stock under this plan was exchanged for Terex Corporation common
shares. No gain or loss was recorded as a result of the acquisition and
all subsequent purchases and sales in the Plan's Company stock
investment account are to be transacted in Terex Corporation common
shares.
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CMI Corporation Employees'
Tax Savings Thrift Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
--------------------------------------------------------------------------------
Description of
Investment
Identity of Maturity Date, Including
Party-in Issue, Borrower, Rate of Interest,
-Interest Lessor, or Collateral,
Identification Similar and Par or Number of Fair
Party Maturity Value Shares Cost Value
Fidelity Advisor U.S. Treasury Fund Mutual Fund 3,262,272 $ 3,262,272 $ 3,262,272
Fidelity Advisor High Yield Fund Mutual Fund 114,038 1,223,734 954,502
Fidelity Advisor Intermediate Bond Fund Mutual Fund 87,222 926,260 935,895
Federated Growth Strategies Fund Mutual Fund 24,484 923,527 626,538
Fidelity Advisor Growth Opportunity Fund Mutual Fund 122,206 4,571,163 3,514,658
Fidelity Advisor Balanced Fund Mutual Fund 69,253 1,185,046 1,075,495
Fidelity Advisor Equity Income Fund Mutual Fund 127,033 3,135,954 3,083,101
Fidelity Advisor Global Resources Fund Mutual Fund 22,173 542,659 519,303
Fidelity Advisor Overseas Fund Mutual Fund 24,070 462,789 332,888
Vanguard 500 Index Fund Mutual Fund 5,993 731,941 634,637
Vanguard Growth Index Fund Mutual Fund 28,709 985,721 758,202
* Terex Corporation Common stock 57,818 922,369 1,014,126
* Various Plan participants Loans to participants
(Interest rates 6.00% to 10.50%
Maturity dates January 2002
to October 2008) - 1,216,459
------------ -------------
$ 18,873,435 $ 17,928,076
============ =============
- 8 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrator has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
CMI Corporation Employees'
Tax Savings Thrift Plan
/s/ Mark T. Cohen
------------------------------------
Date: June 28, 2002 By: Mark T. Cohen
Controller
Terex Corporation
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