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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) February 18, 2004
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TEREX CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10702 34-1531521
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
500 Post Road East, Suite 320, Westport, Connecticut 06880
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 222-7170
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events and Required FD Disclosure
Terex Corporation (the "Company" or "Terex") maintains a deferred
compensation plan (the "Plan") for participating employees that, prior to
January 1, 2004, permitted participants to transfer funds between investment
options, one of which is an option to invest in shares of Terex common stock. It
has been the practice of the Plan to purchase shares of Terex common stock on an
ongoing basis as participants contribute to the Terex common stock fund, in
order to eliminate the risk associated with fluctuations in the price of Terex
common stock.
Due to the ability of Plan participants to transfer their investments
between Plan investment options, generally accepted accounting principles
required the Company to record obligations to Plan participants invested in
Terex common stock at the fair value of the Terex common stock (without making a
corresponding adjustment for any change in value of the shares of Terex common
stock held by the Plan). The Company, after discussions with its independent
auditors, has now determined that it will amend its financial statements for the
first three fiscal quarters of 2003 to revise the accounting for the Plan to
record these obligations based on the fair value of the Terex common stock. The
impact of this accounting treatment was not significant for prior year periods.
Effective January 1, 2004, the Plan has been revised to prohibit transfers
between investment options, thereby eliminating the need for future adjustments
based on the fair value of Terex common stock. Although an accounting change is
being made, there is no resulting increase in cash impact or risk of loss to the
Company, as the Plan has already acquired sufficient shares of Terex common
stock to match investments made by Plan participants.
The Company will amend its financial statements for the first three fiscal
quarters of 2003 to reflect the proper accounting treatment for the Plan. The
amended financial statements will reflect additional after tax charges (credits)
of: $0.5 million in the first quarter; $2.7 million in the second quarter; and
($0.4) million in the third quarter of 2003. The impact of this adjustment is
presented in the table below. The Company intends to file shortly with the
Securities and Exchange Commission amended Quarterly Reports on Form 10-Q for
each of the first three fiscal quarters of 2003 to provide this information.
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2003
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Three Months Ended Nine Months Ended
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March 31 June 30 September 30 September 30
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(in millions, except per share data)
Net Income (Loss) Previously Reported $ 12.5 $ (49.1) $ 14.5 $ (22.1)
Reduced (additional) compensation expense,
net of tax (0.5) (2.7) 0.4 (2.8)
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As Restated $ 12.0 $ (51.8) $ 14.9 $ (24.9)
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Earnings (Loss) per Share Previously Reported $ 0.26 $ (1.02) $ 0.30 $ (0.46)
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As Restated $ 0.25 $ (1.09) $ 0.31 $ (0.52)
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Diluted Earnings (Loss) per Share Previously
Reported $ 0.26 $ (1.02) $ 0.29 $ (0.46)
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As Restated $ 0.24 $ (1.09) $ 0.30 $ (0.52)
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Weighted average number of shares outstanding
in per share calculated, As Restated:
Basic: 47.2 47.6 47.8 47.5
Diluted: 49.0 47.6 49.7 47.5
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: February 18, 2004
TEREX CORPORATION
By: /s/ Phillip C. Widman
Phillip C. Widman
Senior Vice President and
Chief Financial Officer
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