SEC Company Response from TEREX CORP (TEX) (CIK 0000097216) (TEX) — Jun 30, 2016
TEREX CORP (TEX) (CIK 0000097216)
Date: June 30, 2016 · CIK: 0000097216 · Accession: 0000097216-16-000366
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-10702
Referenced dates: June 22, 2016
Letter
Securities and Exchange Commission Office of Electronics and Machinery 100 F Street, NE Washington, DC 20549 Re: Terex Corporation (“Terex” or the “Company”) Form 10-K for the Year Ended December 31, 2015 Filed February 22, 2016; Form 8-K filed April 26, 2016 File No. 001-10702
Dear Mr. James:
I have received a copy of your letter dated June 22, 2016, conveying the comments of the staff of the Securities and Exchange Commission (the “Commission”) on the above-referenced filing. Your requests and comments are reproduced below in italics and immediately followed by our responses.
Form 8-K filed April 26, 2016
Exhibit 99.1
SEC REQUEST OR COMMENT NO. 1:
We note that you present a non-GAAP measure titled “as adjusted basis loss from continuing operations” but you have not provided the required reconciliations to the most directly comparable GAAP measure as well as the other disclosures required by Item 10(e)(1)(i) of Regulation S-K. Please confirm that in future filings you will revise your presentations of non-GAAP measures to comply fully with that guidance.
TEREX CORPORATION’S RESPONSE:
Terex hereby confirms that in its applicable future filings, the Company will provide the required reconciliations to the most directly comparable GAAP measure as well as the other disclosures required by Item 10(e)(1)(i) of Regulation S-K.
By way of example, in future filings the tabular presentation included on page 7 of Exhibit 99.1 of the Form 8-K filed with the Commission on April 26, 2016 would appear in the following format:
Terex Corporation 200 Nyala Farm Road Westport, CT 06880 USA TEL +1 203 222 7170 FAX +1 203 222 7976 www.terex.com
Martin James
Securities and Exchange Commission
June 30, 2016
Page 2 of 2
Q1 2016 As Reported
Merger Related **
Restructuring & Related **
Q1 2016 As Adjusted
Income (loss) from Continuing Operations
($74.2)
$8.9
$59.7
($5.6)
Earnings (loss) per share *
($0.68)
$0.08
$0.55
($0.05)
* Based on diluted weighted average shares outstanding of 108.8M
** After-tax amounts are calculated using a jurisdictional blended tax rate
ACKNOWLEDGEMENT:
Terex acknowledges that: (a) it is responsible for the adequacy and accuracy of the disclosure in its filings; (b) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to Terex’s filings; and (c) Terex may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
* * *
Thank you for the opportunity to respond to your comments. If we can be of any further assistance with respect to this matter, please do not hesitate to contact me.
Very truly yours,
/s/ Eric I Cohen
Show Raw Text
CORRESP 1 filename1.htm Document Eric I Cohen Senior Vice President, Secretary and General Counsel Telephone: (203) 222-5950 E-mail: eric.cohen@terex.com June 30, 2016 Martin James Securities and Exchange Commission Senior Assistant Chief Accountant Office of Electronics and Machinery 100 F Street, NE Washington, DC 20549 Re: Terex Corporation (“Terex” or the “Company”) Form 10-K for the Year Ended December 31, 2015 Filed February 22, 2016; Form 8-K filed April 26, 2016 File No. 001-10702 Dear Mr. James: I have received a copy of your letter dated June 22, 2016, conveying the comments of the staff of the Securities and Exchange Commission (the “Commission”) on the above-referenced filing. Your requests and comments are reproduced below in italics and immediately followed by our responses. Form 8-K filed April 26, 2016 Exhibit 99.1 SEC REQUEST OR COMMENT NO. 1: We note that you present a non-GAAP measure titled “as adjusted basis loss from continuing operations” but you have not provided the required reconciliations to the most directly comparable GAAP measure as well as the other disclosures required by Item 10(e)(1)(i) of Regulation S-K. Please confirm that in future filings you will revise your presentations of non-GAAP measures to comply fully with that guidance. TEREX CORPORATION’S RESPONSE: Terex hereby confirms that in its applicable future filings, the Company will provide the required reconciliations to the most directly comparable GAAP measure as well as the other disclosures required by Item 10(e)(1)(i) of Regulation S-K. By way of example, in future filings the tabular presentation included on page 7 of Exhibit 99.1 of the Form 8-K filed with the Commission on April 26, 2016 would appear in the following format: Terex Corporation 200 Nyala Farm Road Westport, CT 06880 USA TEL +1 203 222 7170 FAX +1 203 222 7976 www.terex.com Martin James Securities and Exchange Commission June 30, 2016 Page 2 of 2 Q1 2016 As Reported Merger Related ** Restructuring & Related ** Q1 2016 As Adjusted Income (loss) from Continuing Operations ($74.2) $8.9 $59.7 ($5.6) Earnings (loss) per share * ($0.68) $0.08 $0.55 ($0.05) * Based on diluted weighted average shares outstanding of 108.8M ** After-tax amounts are calculated using a jurisdictional blended tax rate ACKNOWLEDGEMENT: Terex acknowledges that: (a) it is responsible for the adequacy and accuracy of the disclosure in its filings; (b) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to Terex’s filings; and (c) Terex may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. * * * Thank you for the opportunity to respond to your comments. If we can be of any further assistance with respect to this matter, please do not hesitate to contact me. Very truly yours, /s/ Eric I Cohen Eric I Cohen cc: Kevin P. Bradley Terex Corporation 200 Nyala Farm Road Westport, CT 06880 USA TEL +1 203 222 7170 FAX +1 203 222 7976 www.terex.com