Current Report Filing (8-k)
August 10 2020 - 08:40AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
August 7, 2020
TEREX CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware |
1-10702 |
34-1531521 |
(State or Other Jurisdiction |
(Commission |
(IRS Employer |
of Incorporation) |
File Number) |
Identification No.) |
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200 Nyala Farm Road |
Westport |
Connecticut |
06880 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant's telephone number, including area code
(203) 222-7170
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NOT APPLICABLE |
(Former Name or Former Address, if Changed Since Last
Report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock ($0.01 par value) |
TEX |
New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2). |
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Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 8.01. Other Events.
Terex Corporation (the "Company") is filing this Current Report on
Form 8-K (the "Form 8-K") to update the historical financial
information included in the Company's Annual Report on Form 10-K
for the year ended December 31, 2019 (the "2019 Form 10-K") to
reflect a change in segment reporting. As previously disclosed in
the Quarterly Report on Form 10-Q for the period ended March 31,
2020 (as filed with the Securities and Exchange Commission ("SEC”)
on May 1, 2020), effective January 1, 2020, the Company’s rough
terrain and tower cranes operations, formerly reported as part of
Corporate and Other / Eliminations in the 2019 Form 10-K, were
consolidated within the Materials Processing segment to align with
its new management and reporting structure. This Form 8-K will
permit the Company to incorporate the recast financial statements
by reference, or otherwise, in future SEC filings. The information
in this Form 8-K is not an amendment to the 2019 Form 10-K or a
restatement of the financial statements included
therein.
The Company has recast the following portions of the 2019 Form 10-K
to reflect the change in segment reporting
retrospectively:
•Part
1. Item 1 Business
•Part
1. Item 2 Properties
•Part
II. Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations
•Part
IV. Item 15(a)(1) and (2) Financial Statements and Financial
Statement Schedules
No items in the 2019 Form 10-K other than those identified above
are being updated by this filing. Information in the 2019 Form 10-K
is generally stated as of December 31, 2019 and this filing does
not reflect any subsequent information or events other than the
change in segment reporting noted in the first paragraph of this
Item 8.01. Without limiting the foregoing, this filing does not
purport to update Management’s Discussion and Analysis of Financial
Condition and Results of Operations contained in the 2019 Form 10-K
for any information, uncertainties, transactions, risks, events or
trends occurring, or known to management, other than the events
described above. More current information is contained in the
Company’s Quarterly Report on Form 10-Q for the period ended June
30, 2020 (the “Form 10-Q”) and other filings with the SEC. This
Current Report on Form 8-K should be read in conjunction with the
2019 Form 10-K, the Form 10-Q and any other documents the Company
has filed with the SEC subsequent to February 14, 2020 (the “Other
Documents”). The Form 10-Q and the Other Documents contain
information regarding events, developments and updates to certain
expectations of the Company that have occurred since the filing of
the 2019 Form 10-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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23.1 |
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99.1 |
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Part I. Item 1 Business
Part I. Item 2 Properties
Part II. Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations Part IV. Item 15(a)(1) and (2)
Financial Statements and Financial Statement Schedules
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101.INS |
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XBRL Instance Document - the instance document does not appear in
the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document. |
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101.SCH |
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XBRL Taxonomy Extension Schema Document** |
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101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document** |
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document** |
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101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document** |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase
Document** |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
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* Exhibit filed with this documents.
** Exhibit furnished with this documents.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
August 7, 2020
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TEREX CORPORATION |
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By: /s/ John D. Sheehan |
John D. Sheehan |
Senior Vice President and Chief Financial Officer |
Terex (NYSE:TEX)
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