ttc-8k_20190801.htm

Delaware	1-8649	41-0580470
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8111 Lyndale Avenue South Bloomington, Minnesota		55420
(Address of principal executive offices)		(Zip Code)

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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	TTC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

On August 1, 2019, The Toro Company (“Toro”) announced a new underground construction business strategy that includes winding down its Toro-branded large horizontal directional drill and riding trencher product categories (the “Underground Brand Transition”). The Underground Brand Transition is primarily driven by Toro’s recent acquisition of The Charles Machine Works, Inc. (“CMW”), and is intended to leverage CMW’s strength in the underground construction business to increase operational and manufacturing efficiencies, provide cost savings, and rationalize its product offerings for the underground construction business.

Toro expects to incur total pre-tax charges in connection with the Underground Brand Transition of approximately $10 million to $13 million, most of which are expected to be incurred during its third quarter ending August 2, 2019. Such pre-tax charges are primarily comprised of a one-time expense due to the write-down of inventory associated with the Toro-branded large horizontal directional drill and riding trencher product categories. Future cash expenditures for these pre-tax charges are estimated to be approximately $1.5 million to $2.5 million and will be primarily used for anticipated inventory retail support activities. Substantially all activities anticipated to be incurred in connection with the Underground Brand Transition are expected to be completed by the end of Toro’s 2020 fiscal year.

On August 1, 2019, Toro announced its new underground construction business strategy, including the Underground Brand Transition described in Item 2.05 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by Toro under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and that are subject to the safe harbor created by those sections. In addition, Toro or others on its behalf may make forward-looking statements relating to the Underground Brand Transition from time to time in oral presentations, including telephone conferences and/or web casts open to the public, in press releases or reports, on our web sites or otherwise. Statements that are not historical are forward-looking and reflect expectations and assumptions. Forward-looking statements are based on Toro’s current expectations of future events, and often can be identified in this report and elsewhere by using words such as "expect," "strive," "looking ahead," "outlook," "guidance," "forecast," "goal," "optimistic," "anticipate," "continue," "plan," "estimate," "project," "believe," "should," "could," "will," "would," "possible," "may," "likely," "intend," "can," "seek," "potential," "pro forma," or the negative thereof and similar expressions or future dates. Some of the forward-looking statements in this report include the anticipated cash expenditures and non-cash charges in connection with the Underground Brand Transition, anticipated benefits as a result of the Underground Brand Transition and the timing of events related to the Underground Brand Transition. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied. The following are some of the factors known to Toro that could cause Toro’s actual results to differ materially from what Toro has anticipated in its forward-looking statements: delays in completing the Underground Brand Transition; the failure by Toro to achieve any cost or revenue synergies expected from the Underground Brand Transition or delays in the realization thereof; business disruption during the pendency of or following the Underground Brand Transition; and unanticipated charges that may be incurred in connection with the Underground Brand Transition. For more information regarding these and other uncertainties and factors that could cause Toro’s actual results to differ materially from what it has anticipated in its forward-looking statements or otherwise could materially adversely affect its business, financial condition or operating results, see Toro’s most recently filed Annual Report on Form 10-K, Part I, Item 1A, “Risk Factors” and Quarterly Reports on Form 10-Q, Part II, Item 1A, “Risk Factors”. All forward-looking statements included in this report are expressly qualified in their entirety by the foregoing cautionary statements. Toro cautions readers not to place undue reliance on any forward-looking statement which speaks only as of the date made and to recognize that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described above, the risks described in Toro’s most recent Annual Report on Form 10-K, Part I, Item 1A, “Risk Factors” and Quarterly Reports on Form 10-Q, Part II, Item IA, “Risk Factors,” as well as others that Toro may consider immaterial or does not anticipate at this time. The foregoing risks and uncertainties are not exclusive and further information concerning Toro and its businesses, including factors that potentially could materially affect Toro’s financial results or condition, may emerge from time to time. Toro undertakes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. Toro advises you, however, to consult any further disclosures it makes on related subjects in its future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K that Toro may file with or furnish to the SEC.

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 thereunto duly authorized.

	THE TORO COMPANY
	(Registrant)


Date: August 1, 2019	By:	/s/ Timothy P. Dordell
		Timothy P. Dordell
		Vice President, Secretary and General Counsel


Exhibit No.		Description
99.1		Press Release dated August 1, 2019 issued by The Toro Company (furnished herewith).