SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 April 14, 2011
Via Facsimile and U.S. Mail

  Mr. Phillip C. Widman Chief Financial Officer Terex Corporation 200 Nyala Farm Road Westport, Connecticut 06880
 Re: Terex Corporation
Form 10-K for the Year Ended December 31, 2010 Filed February 18, 2011 File No.  001-10702

Dear Mr. Widman:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Mr. Phillip C. Widman
Terex Corporation April 14, 2011 Page 2
 Form 10-K for the Year Ended December 31, 2010

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 32
 – Non-GAAP Measures

 1. We note that in the disclosure of the 2009 RO IC, you refer to ‘loss before income taxes
as adjusted,’ ‘loss from operations as ad justed,’ ‘provision for (benefit from) income
taxes as adjusted,’ ‘cash and cash equivalents as adjusted,’  and stockholders’ equity as
adjusted.’  However, we do not see where you have provided the reconciliations for such
non-GAAP measures for each of the quarterly pe riods in 2009.  Please revise your future
filings to include the reconc iliation of all of the quarte rly non-GAAP measures to the
most directly comparable financial measure or  measures calculated and presented in with
US GAAP for all
 periods presented.  Refer to the guidance in Item 10(e)(1)(i)(a)-(b) of
Regulation S-K.
 2. Further to the above, we note your disclosu res regarding non-GAAP measures used by
the company, including the discussion regard ing ‘net operating profit after tax’ as it
relates to your calcula tion of ROIC.  However, it appear s that you also present other non-
GAAP measures that are similarly used in th e calculation of ROIC, including ‘loss before
income taxes as adjusted,’ ‘loss from opera tions as adjusted,’ ‘provision for (benefit
from) income taxes as adjusted,’ ‘cash and cas h equivalents as adjust ed,’ ‘adjusted debt,’
and ‘stockholders’ equity as adjusted.’  Pl ease revise future filings to more clearly
provide the narrative disclosures required by Item 10(e) of Regulation S-K for each of
these non-GAAP measures.  In this regard, it  appears from the current disclosures that
these measures are only used for purposes of  calculating ROIC.  Please revise future
filings to discuss any additional ways ma nagement utilizes the non-GAAP measures.
 Liquidity and Capital Resources, page 51

 3. We note your disclosure on page F-17 that you do not provide for foreign income and
withholding, U.S. federal, or state income  taxes or tax benefits on the undistributed
earnings or losses of your foreign subsidiaries  because such earnings are reinvested and
will continue to be reinvested indefinitely.  To the extent such amounts could be considered material to an understanding of your liquidity and capit al resources, please
revise your future filings to  disclose the amounts of the cash and investment amounts
held by your foreign subsidiaries that would not  be available for use in the United States.
Please further provide a discus sion of any known trends, demands or uncertainties as a
result of this policy that are reasonably likely to have a mate rial effect on the business as
a whole or that may be relevant to your fina ncial flexibility.  Refe r to Item 303(a)(1) of
Regulation S-K, SEC Release 33-8350, and Fi nancial Reporting C odification Section
501.03.a.

Mr. Phillip C. Widman
Terex Corporation April 14, 2011 Page 3
 Index to Consolidated Financial Statements and Financial Statement Schedule, page F-1

 Notes to Consolidated Financial Statements, page F-7

 General

 4. We note your disclosure on page 7 that you assi st customers in their rental, leasing and
acquisition of your products th rough Terex Financial Servic es.  With a view toward
enhanced disclosure in future filings, please de scribe to us in greater  detail the activities
carried out by Terex Financial Services.  Tell us whether you provide for financing on the
sale of any of your products beyond the sales- type leases disclosed and, if so, discuss
your accounting for such financing receivables.
 5. Further to the above, we note from your disclosure on page F-10 regarding sales-type
leases.  Please clarify if these sales-type  leases are arranged through Terex Financial
Services.  In addition, revise future fili ngs to provide the disclosures required by
paragraph 840-30-50-4 of the FASB A ccounting Standards Codification.
 Note D.  Discontinued Operations, page F-18

 6. We note your disclosures here related to the sale of your Mining business to Bucyrus and
that you recognized a $606 million gain, net of  tax, during the year ended December 31,
2010, related to this disposition.  We further note that Bucyrus has provided you with their calculation of the net asset value of th e Mining business, which seeks a payment of
approximately $149 million from you to Bucyrus.  Please explain to us how you considered the disputed amount of $149 m illion in your determination of the gain
recognized in connection with the sale.
 Note R.  Litigation and Contingencies, page F-43

 7. We note your disclosures here regarding vari ous legal proceedings and contingencies.
You state that you believe that the outcome of such matters will not have a material
adverse effect on your consolidated financial position.  Please revise future filings to
explain the possible effect on your financial statements as a whole, including your
consolidated statement of operations, rather  than just on your consolidated financial
position.  Refer to the guidance in 450- 20-50 of the FASB Accounting Standards
Codification.
 8. For any unrecognized contingencies whereby an  accrual has not been made because the
conditions in paragraph 450-20-25-2 of the FASB Accounting Standards Codification
have not been met or an exposure to loss ex ists in excess of the amount accrued, please
revise future filings to disclose an estimate of  the possible loss or range of loss.  Refer to
paragraph 450-20-50-4 of the FASB A ccounting Standards Codification.

Mr. Phillip C. Widman
Terex Corporation April 14, 2011 Page 4
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Tara Harkins,  Staff Accountant, at (202) 551-3639 or me at (202) 551-3643
if you have questions regarding thes e comments.  In this regard, do not hesitate to contact Martin
James, Senior Assistant Chief Accountant, at (202) 551-3671.

       S i n c e r e l y ,

        Kevin L. Vaughn
        A c c o u n t i n g  B r a n c h  C h i e f