Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019March 31, 2020

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-31371

Oshkosh Corporation

(Exact name of registrant as specified in its charter)

 

Wisconsin

 

39-0520270

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

P.O. Box 2566

Oshkosh, Wisconsin

 

54903-2566

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (920) 235-9151502-3009

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

OSK Common Stock $0.01 par value

 

OSK

 

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes   No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).       Yes   No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

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.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes   No

As of July 25, 2019, 68,395,243April 22, 2020, 68,070,705 shares of the registrant’s Common Stock were outstanding.

 


Table of Contents

OSHKOSH CORPORATION

FORM 10-Q INDEX

FOR THE QUARTER ENDED June 30, 2019MARCH 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

Page

 

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

 

 

ITEM 1.

 

FINANCIAL STATEMENTS (UNAUDITED)

 

1

 

 

 

 

 

 

 

Condensed Consolidated Statements of Income for the Three Months and NineSix Months Ended June 30,March 31, 2020 and 2019 and 2018

 

1

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income for the Three Months and NineSix Months Ended June 30,March 31, 2020 and 2019 and 2018

 

2

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets at June 30, 2019March 31, 2020 and September 30, 20182019

 

3

 

 

 

 

 

 

 

Condensed Consolidated Statements of Shareholders’ Equity for the Three Months and NineSix Months Ended June 30,March 31, 2020 and 2019 and 2018

 

4

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the NineSix Months Ended June 30,March 31, 2020 and 2019 and 2018

 

6

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

7

 

 

 

 

 

ITEM 2.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

3029

 

 

 

 

 

ITEM 3.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

4041

 

 

 

 

 

ITEM 4.

 

CONTROLS AND PROCEDURES

 

4041

 

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

 

ITEM 1.

 

LEGAL PROCEEDINGS

 

4142

 

 

 

 

 

ITEM 1A.

 

RISK FACTORS

 

4142

 

 

 

 

 

ITEM 2.

 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

4143

 

 

 

 

 

ITEM 4.

 

MINE SAFETY DISCLOSURES

 

4144

 

 

 

 

 

ITEM 6.

 

EXHIBITS

 

4244

 

 

 

 

 

SIGNATURES

 

4345

 

 

 

 


Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts; unaudited)

 

 

Three Months Ended

June 30,

 

 

Nine Months Ended

June 30,

 

 

Three Months Ended

March 31,

 

 

Six Months Ended

March 31,

 

 

2019

 

 

As adjusted

2018

 

 

2019

 

 

As adjusted

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net sales

 

$

2,392.7

 

 

$

2,175.8

 

 

$

6,186.3

 

 

$

5,648.5

 

 

$

1,796.7

 

 

$

1,990.2

 

 

$

3,491.8

 

 

$

3,793.6

 

Cost of sales

 

 

1,958.8

 

 

 

1,772.1

 

 

 

5,066.2

 

 

 

4,665.8

 

 

 

1,504.3

 

 

 

1,632.3

 

 

 

2,909.9

 

 

 

3,107.4

 

Gross income

 

 

433.9

 

 

 

403.7

 

 

 

1,120.1

 

 

 

982.7

 

 

 

292.4

 

 

 

357.9

 

 

 

581.9

 

 

 

686.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

166.9

 

 

 

171.2

 

 

 

498.5

 

 

 

499.5

 

 

 

157.4

 

 

 

173.0

 

 

 

330.8

 

 

 

331.6

 

Amortization of purchased intangibles

 

 

9.2

 

 

 

9.3

 

 

 

27.7

 

 

 

29.1

 

 

 

1.4

 

 

 

9.3

 

 

 

8.4

 

 

 

18.5

 

Total operating expenses

 

 

176.1

 

 

 

180.5

 

 

 

526.2

 

 

 

528.6

 

 

 

158.8

 

 

 

182.3

 

 

 

339.2

 

 

 

350.1

 

Operating income

 

 

257.8

 

 

 

223.2

 

 

 

593.9

 

 

 

454.1

 

 

 

133.6

 

 

 

175.6

 

 

 

242.7

 

 

 

336.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(13.8

)

 

 

(25.4

)

 

 

(41.2

)

 

 

(56.9

)

 

 

(22.3

)

 

 

(13.7

)

 

 

(35.4

)

 

 

(27.4

)

Interest income

 

 

1.6

 

 

 

1.9

 

 

 

5.8

 

 

 

11.7

 

 

 

1.6

 

 

 

2.0

 

 

 

2.9

 

 

 

4.2

 

Miscellaneous, net

 

 

0.3

 

 

 

(2.6

)

 

 

0.3

 

 

 

(4.1

)

 

 

(5.8

)

 

 

1.2

 

 

 

(6.2

)

 

 

 

Income before income taxes and earnings (losses) of unconsolidated affiliates

 

 

245.9

 

 

 

197.1

 

 

 

558.8

 

 

 

404.8

 

 

 

107.1

 

 

 

165.1

 

 

 

204.0

 

 

 

312.9

 

Provision for income taxes

 

 

53.7

 

 

 

44.6

 

 

 

129.6

 

 

 

85.5

 

 

 

38.3

 

 

 

36.2

 

 

 

59.0

 

 

 

75.9

 

Income before earnings (losses) of unconsolidated affiliates

 

 

192.2

 

 

 

152.5

 

 

 

429.2

 

 

 

319.3

 

 

 

68.8

 

 

 

128.9

 

 

 

145.0

 

 

 

237.0

 

Equity in earnings (losses) of unconsolidated affiliates

 

 

(0.3

)

 

 

0.9

 

 

 

0.2

 

 

 

1.3

 

 

 

(0.2

)

 

 

(0.4

)

 

 

(0.7

)

 

 

0.5

 

Net income

 

$

191.9

 

 

$

153.4

 

 

$

429.4

 

 

$

320.6

 

 

$

68.6

 

 

$

128.5

 

 

$

144.3

 

 

$

237.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

2.74

 

 

$

2.08

 

 

$

6.11

 

 

$

4.31

 

 

$

1.00

 

 

$

1.84

 

 

$

2.12

 

 

$

3.37

 

Diluted

 

 

2.72

 

 

 

2.05

 

 

 

6.05

 

 

 

4.25

 

 

 

0.99

 

 

 

1.82

 

 

 

2.09

 

 

 

3.33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share on Common Stock

 

$

0.27

 

 

$

0.24

 

 

$

0.81

 

 

$

0.72

 

 

$

0.30

 

 

$

0.27

 

 

$

0.60

 

 

$

0.54

 

 

The accompanying notes are an integral part of these financial statements

1


Table of Contents

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions; unaudited)

 

 

Three Months Ended

June 30,

 

 

Nine Months Ended

June 30,

 

 

Three Months Ended

March 31,

 

 

Six Months Ended

March 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income

 

$

191.9

 

 

$

153.4

 

 

$

429.4

 

 

$

320.6

 

 

$

68.6

 

 

$

128.5

 

 

$

144.3

 

 

$

237.5

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee pension and postretirement benefits

 

 

 

 

 

0.6

 

 

 

(3.8

)

 

 

1.6

 

 

 

0.7

 

 

 

(3.8

)

 

 

1.4

 

 

 

(3.8

)

Currency translation adjustments

 

 

4.2

 

 

 

(35.4

)

 

 

(11.5

)

 

 

(16.8

)

 

 

(28.4

)

 

 

(6.9

)

 

 

(8.9

)

 

 

(15.7

)

Change in fair value of derivative instruments

 

 

 

 

 

0.2

 

 

 

(0.2

)

 

 

0.5

 

 

 

0.7

 

 

 

(0.2

)

 

 

0.2

 

 

 

(0.2

)

Total other comprehensive income (loss), net of tax

 

 

4.2

 

 

 

(34.6

)

 

 

(15.5

)

 

 

(14.7

)

 

 

(27.0

)

 

 

(10.9

)

 

 

(7.3

)

 

 

(19.7

)

Comprehensive income

 

$

196.1

 

 

$

118.8

 

 

$

413.9

 

 

$

305.9

 

 

$

41.6

 

 

$

117.6

 

 

$

137.0

 

 

$

217.8

 

 

The accompanying notes are an integral part of these financial statements

2


Table of Contents

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share and per share amounts; unaudited)

 

 

June 30,

2019

 

 

September 30,

2018

 

 

March 31,

2020

 

 

September 30,

2019

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

152.2

 

 

$

454.6

 

 

$

403.9

 

 

$

448.4

 

Receivables, net

 

 

1,263.9

 

 

 

1,286.2

 

 

 

873.8

 

 

 

1,082.3

 

Unbilled receivables, net

 

 

501.1

 

 

 

235.4

 

 

 

506.1

 

 

 

549.5

 

Inventories, net

 

 

1,361.4

 

 

 

1,227.7

 

 

 

1,655.9

 

 

 

1,249.2

 

Other current assets

 

 

82.6

 

 

 

66.0

 

 

 

93.9

 

 

 

78.9

 

Total current assets

 

 

3,361.2

 

 

 

3,269.9

 

 

 

3,533.6

 

 

 

3,408.3

 

Property, plant and equipment, net

 

 

515.5

 

 

 

481.1

 

 

 

551.7

 

 

 

573.6

 

Goodwill

 

 

1,003.7

 

 

 

1,007.9

 

 

 

995.9

 

 

 

995.7

 

Purchased intangible assets, net

 

 

441.6

 

 

 

469.4

 

 

 

423.9

 

 

 

432.3

 

Other long-term assets

 

 

124.4

 

 

 

65.9

 

 

 

356.8

 

 

 

156.4

 

Total assets

 

$

5,446.4

 

 

$

5,294.2

 

 

$

5,861.9

 

 

$

5,566.3

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving credit facilities and current maturities of long-term debt

 

$

 

 

$

 

Revolving credit facilities

 

$

4.9

 

 

$

 

Accounts payable

 

 

753.1

 

 

 

776.9

 

 

 

726.1

 

 

 

795.5

 

Customer advances

 

 

434.6

 

 

 

444.9

 

 

 

593.0

 

 

 

382.0

 

Payroll-related obligations

 

 

166.0

 

 

 

192.5

 

 

 

121.9

 

 

 

183.6

 

Income taxes payable

 

 

27.0

 

 

 

73.5

 

Other current liabilities

 

 

333.8

 

 

 

275.8

 

 

 

332.1

 

 

 

307.3

 

Total current liabilities

 

 

1,687.5

 

 

 

1,690.1

 

 

 

1,805.0

 

 

 

1,741.9

 

Long-term debt, less current maturities

 

 

818.7

 

 

 

818.0

 

 

 

817.4

 

 

 

819.0

 

Other long-term liabilities

 

 

343.3

 

 

 

272.6

 

 

 

550.5

 

 

 

405.6

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock ($0.01 par value; 2,000,000 shares authorized; none issued and outstanding)

 

 

 

 

 

 

Preferred Stock ($0.01 par value; 2,000,000 shares authorized;

NaN issued and outstanding)

 

 

 

 

 

 

Common Stock ($0.01 par value; 300,000,000 shares authorized; 75,101,465 shares issued)

 

 

0.7

 

 

 

0.7

 

 

 

0.7

 

 

 

0.7

 

Additional paid-in capital

 

 

802.4

 

 

 

814.8

 

 

 

795.0

 

 

 

808.5

 

Retained earnings

 

 

2,373.4

 

 

 

2,007.9

 

 

 

2,608.4

 

 

 

2,505.0

 

Accumulated other comprehensive loss

 

 

(131.4

)

 

 

(106.8

)

 

 

(208.9

)

 

 

(201.6

)

Common Stock in treasury, at cost (6,312,317 and 2,730,707 shares, respectively)

 

 

(448.2

)

 

 

(203.1

)

Common Stock in treasury, at cost (7,030,760 and 7,114,349 shares, respectively)

 

 

(506.2

)

 

 

(512.8

)

Total shareholders’ equity

 

 

2,596.9

 

 

 

2,513.5

 

 

 

2,689.0

 

 

 

2,599.8

 

Total liabilities and shareholders’ equity

 

$

5,446.4

 

 

$

5,294.2

 

 

$

5,861.9

 

 

$

5,566.3

 

 

The accompanying notes are an integral part of these financial statements

3


Table of Contents

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERSEQUITY

(In millions, except per share amounts; unaudited)

 

 

Three Months Ended June 30, 2019

 

 

Three Months Ended March 31, 2020

 

 

Common

Stock

 

 

Additional

Paid-In

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Common

Stock in

Treasury,

at Cost

 

 

Total

 

 

Common

Stock

 

 

Additional

Paid-In

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Common

Stock in

Treasury,

at Cost

 

 

Total

 

Balance at March 31, 2019

 

$

0.7

 

 

$

798.1

 

 

$

2,200.3

 

 

$

(135.6

)

 

$

(363.8

)

 

$

2,499.7

 

Balance at December 31, 2019

 

$

0.7

 

 

$

794.1

 

 

$

2,560.3

 

 

$

(181.9

)

 

$

(492.1

)

 

$

2,681.1

 

Net income

 

 

 

 

 

 

 

 

191.9

 

 

 

 

 

 

 

 

 

191.9

 

 

 

 

 

 

 

 

 

68.6

 

 

 

 

 

 

 

 

 

68.6

 

Employee pension and postretirement benefits, net of tax of $0.2

 

 

 

 

 

 

 

 

 

 

 

0.7

 

 

 

 

 

 

0.7

 

Currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

4.2

 

 

 

 

 

 

4.2

 

 

 

 

 

 

 

 

 

 

 

 

(28.4

)

 

 

 

 

 

(28.4

)

Cash dividends ($0.27 per share)

 

 

 

 

 

 

 

 

(18.8

)

 

 

 

 

 

 

 

 

(18.8

)

Cash dividends ($0.30 per share)

 

 

 

 

 

 

 

 

(20.5

)

 

 

 

 

 

 

 

 

(20.5

)

Repurchases of Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(88.9

)

 

 

(88.9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(31.4

)

 

 

(31.4

)

Exercise of stock options

 

 

 

 

 

(2.2

)

 

 

 

 

 

 

 

 

4.3

 

 

 

2.1

 

 

 

 

 

 

(4.8

)

 

 

 

 

 

 

 

 

13.6

 

 

 

8.8

 

Stock-based compensation expense

 

 

 

 

 

6.6

 

 

 

 

 

 

 

 

 

 

 

 

6.6

 

 

 

 

 

 

8.3

 

 

 

 

 

 

 

 

 

 

 

 

8.3

 

Payment of stock-based restricted and performance shares

 

 

 

 

 

(0.1

)

 

 

 

 

 

 

 

 

0.1

 

 

 

 

 

 

 

 

 

(0.3

)

 

 

 

 

 

 

 

 

0.3

 

 

 

 

Shares tendered for taxes on stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.1

 

 

 

0.1

 

Balance at June 30, 2019

 

$

0.7

 

 

$

802.4

 

 

$

2,373.4

 

 

$

(131.4

)

 

$

(448.2

)

 

$

2,596.9

 

Other

 

 

 

 

 

(2.3

)

 

 

 

 

 

0.7

 

 

 

3.4

 

 

 

1.8

 

Balance at March 31, 2020

 

$

0.7

 

 

$

795.0

 

 

$

2,608.4

 

 

$

(208.9

)

 

$

(506.2

)

 

$

2,689.0

 

 

 

Three Months Ended June 30, 2018

 

 

Three Months Ended March 31, 2019

 

 

Common

Stock

 

 

Additional

Paid-In

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Common

Stock in

Treasury,

at Cost

 

 

Total

 

 

Common

Stock

 

 

Additional

Paid-In

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Common

Stock in

Treasury,

at Cost

 

 

Total

 

Balance at March 31, 2018

 

$

0.9

 

 

$

804.3

 

 

$

2,531.1

 

 

$

(105.1

)

 

$

(881.6

)

 

$

2,349.6

 

Balance at December 31, 2018

 

$

0.7

 

 

$

797.6

 

 

$

2,090.8

 

 

$

(124.7

)

 

$

(353.2

)

 

$

2,411.2

 

Net income

 

 

 

 

 

 

 

 

153.4

 

 

 

 

 

 

 

 

 

153.4

 

 

 

 

 

 

 

 

 

128.5

 

 

 

 

 

 

 

 

 

128.5

 

Employee pension and postretirement benefits, net of tax of $0.2

 

 

 

 

 

 

 

 

 

 

 

0.6

 

 

 

 

 

 

0.6

 

Employee pension and postretirement benefits, net of tax of $0.9

 

 

 

 

 

 

 

 

 

 

 

(3.8

)

 

 

 

 

 

(3.8

)

Currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

(35.4

)

 

 

 

 

 

(35.4

)

 

 

 

 

 

 

 

 

 

 

 

(6.9

)

 

 

 

 

 

(6.9

)

Cash dividends ($0.24 per share)

 

 

 

 

 

 

 

 

(17.7

)

 

 

 

 

 

 

 

 

(17.7

)

Cash dividends ($0.27 per share)

 

 

 

 

 

 

 

 

(19.0

)

 

 

 

 

 

 

 

 

(19.0

)

Repurchases of Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(38.1

)

 

 

(38.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(25.0

)

 

 

(25.0

)

Exercise of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.7

 

 

 

0.7

 

 

 

 

 

 

(5.6

)

 

 

 

 

 

 

 

 

12.5

 

 

 

6.9

 

Stock-based compensation expense

 

 

 

 

 

7.1

 

 

 

 

 

 

 

 

 

 

 

 

7.1

 

 

 

 

 

 

7.4

 

 

 

 

 

 

 

 

 

 

 

 

7.4

 

Payment of stock-based restricted and performance shares

 

 

 

 

 

(0.9

)

 

 

 

 

 

 

 

 

0.9

 

 

 

 

Shares tendered for taxes on stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.4

)

 

 

(0.4

)

Other

 

 

 

 

 

 

 

 

 

 

 

0.2

 

 

 

 

 

 

0.2

 

 

 

 

 

 

(0.4

)

 

 

 

 

 

(0.2

)

 

 

1.4

 

 

 

0.8

 

Balance at June 30, 2018

 

$

0.9

 

 

$

811.4

 

 

$

2,666.8

 

 

$

(139.7

)

 

$

(919.0

)

 

$

2,420.4

 

Balance at March 31, 2019

 

$

0.7

 

 

$

798.1

 

 

$

2,200.3

 

 

$

(135.6

)

 

$

(363.8

)

 

$

2,499.7

 

 

The accompanying notes are an integral part of these financial statements


4


Table of Contents

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERSEQUITY

(In millions, except per share amounts; unaudited)

 

 

 

Nine Months Ended June 30, 2019

 

 

 

Common

Stock

 

 

Additional

Paid-In

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Common

Stock in

Treasury,

at Cost

 

 

Total

 

Balance at September 30, 2018

 

$

0.7

 

 

$

814.8

 

 

$

2,007.9

 

 

$

(106.8

)

 

$

(203.1

)

 

$

2,513.5

 

Effect of adopting new Accounting Standard Updates (ASU):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue recognition (ASU 2014-09)

 

 

 

 

 

 

 

 

(60.4

)

 

 

 

 

 

 

 

 

(60.4

)

Tax accounting for intra-entity asset transfers (ASU 2016-16)

 

 

 

 

 

 

 

 

44.5

 

 

 

 

 

 

 

 

 

44.5

 

Tax impact of U.S. tax reform on Accumulated Other Comprehensive Income (ASU 2018-02)

 

 

 

 

 

 

 

 

9.1

 

 

 

(9.1

)

 

 

 

 

 

 

Balance at October 1, 2018

 

 

0.7

 

 

 

814.8

 

 

 

2,001.1

 

 

 

(115.9

)

 

 

(203.1

)

 

 

2,497.6

 

Net income

 

 

 

 

 

 

 

 

429.4

 

 

 

 

 

 

 

 

 

429.4

 

Employee pension and postretirement benefits, net of tax of $1.1

 

 

 

 

 

 

 

 

 

 

 

(3.8

)

 

 

 

 

 

(3.8

)

Currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

(11.5

)

 

 

 

 

 

(11.5

)

Cash dividends ($0.81 per share)

 

 

 

 

 

 

 

 

(57.1

)

 

 

 

 

 

 

 

 

(57.1

)

Repurchases of Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(283.9

)

 

 

(283.9

)

Exercise of stock options

 

 

 

 

 

(9.6

)

 

 

 

 

 

 

 

 

20.3

 

 

 

10.7

 

Stock-based compensation expense

 

 

 

 

 

21.9

 

 

 

 

 

 

 

 

 

 

 

 

21.9

 

Payment of stock-based restricted and performance shares

 

 

 

 

 

(24.3

)

 

 

 

 

 

 

 

 

24.3

 

 

 

 

Shares tendered for taxes on stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7.2

)

 

 

(7.2

)

Other

 

 

 

 

 

(0.4

)

 

 

 

 

 

(0.2

)

 

 

1.4

 

 

 

0.8

 

Balance at June 30, 2019

 

$

0.7

 

 

$

802.4

 

 

$

2,373.4

 

 

$

(131.4

)

 

$

(448.2

)

 

$

2,596.9

 

 

 

Six Months Ended March 31, 2020

 

 

 

Common

Stock

 

 

Additional

Paid-In

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Common

Stock in

Treasury,

at Cost

 

 

Total

 

Balance at September 30, 2019

 

$

0.7

 

 

$

808.5

 

 

$

2,505.0

 

 

$

(201.6

)

 

$

(512.8

)

 

$

2,599.8

 

Net income

 

 

 

 

 

 

 

 

144.3

 

 

 

 

 

 

 

 

 

144.3

 

Employee pension and postretirement benefits, net of tax of $0.4

 

 

 

 

 

 

 

 

 

 

 

1.4

 

 

 

 

 

 

1.4

 

Currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

(8.9

)

 

 

 

 

 

(8.9

)

Cash dividends ($0.60 per share)

 

 

 

 

 

 

 

 

(40.9

)

 

 

 

 

 

 

 

 

(40.9

)

Repurchases of Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(40.8

)

 

 

(40.8

)

Exercise of stock options

 

 

 

 

 

(10.7

)

 

 

 

 

 

 

 

 

34.3

 

 

 

23.6

 

Stock-based compensation expense

 

 

 

 

 

17.7

 

 

 

 

 

 

 

 

 

 

 

 

17.7

 

Payment of stock-based restricted and performance shares

 

 

 

 

 

(18.2

)

 

 

 

 

 

 

 

 

18.2

 

 

 

 

Shares tendered for taxes on stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8.5

)

 

 

(8.5

)

Other

 

 

 

 

 

(2.3

)

 

 

 

 

 

0.2

 

 

 

3.4

 

 

 

1.3

 

Balance at March 31, 2020

 

$

0.7

 

 

$

795.0

 

 

$

2,608.4

 

 

$

(208.9

)

 

$

(506.2

)

 

$

2,689.0

 

 

 

Nine Months Ended June 30, 2018

 

 

Six Months Ended March 31, 2019

 

 

Common

Stock

 

 

Additional

Paid-In

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Common

Stock in

Treasury,

at Cost

 

 

Total

 

 

Common

Stock

 

 

Additional

Paid-In

Capital

 

 

Retained

Earnings

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Common

Stock in

Treasury,

at Cost

 

 

Total

 

Balance at September 30, 2017

 

$

0.9

 

 

$

802.2

 

 

$

2,399.8

 

 

$

(125.0

)

 

$

(770.5

)

 

$

2,307.4

 

Balance at September 30, 2018

 

$

0.7

 

 

$

814.8

 

 

$

2,007.9

 

 

$

(106.8

)

 

$

(203.1

)

 

$

2,513.5

 

Effect of adopting new Accounting Standard Updates (ASU):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue recognition (ASU 2014-09)

 

 

 

 

 

 

 

 

(60.4

)

 

 

 

 

 

 

 

 

(60.4

)

Tax accounting for intra-entity asset transfers (ASU 2016-16)

 

 

 

 

 

 

 

 

44.5

 

 

 

 

 

 

 

 

 

44.5

 

Tax impact of U.S. tax reform on Accumulated Other Comprehensive Income (ASU 2018-02)

 

 

 

 

 

 

 

 

9.1

 

 

 

(9.1

)

 

 

 

 

 

 

Balance at October 1, 2018

 

 

0.7

 

 

 

814.8

 

 

 

2,001.1

 

 

 

(115.9

)

 

 

(203.1

)

 

 

2,497.6

 

Net income

 

 

 

 

 

 

 

 

320.6

 

 

 

 

 

 

 

 

 

320.6

 

 

 

 

 

 

 

 

 

237.5

 

 

 

 

 

 

 

 

 

237.5

 

Employee pension and postretirement benefits, net of tax of $0.6

 

 

 

 

 

 

 

 

 

 

 

1.6

 

 

 

 

 

 

1.6

 

Employee pension and postretirement benefits, net of tax of $1.0

 

 

 

 

 

 

 

 

 

 

 

(3.8

)

 

 

 

 

 

(3.8

)

Currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

(16.8

)

 

 

 

 

 

(16.8

)

 

 

 

 

 

 

 

 

 

 

 

(15.7

)

 

 

 

 

 

(15.7

)

Cash dividends ($0.72 per share)

 

 

 

 

 

 

 

 

(53.6

)

 

 

 

 

 

 

 

 

(53.6

)

Cash dividends ($0.54 per share)

 

 

 

 

 

 

 

 

(38.3

)

 

 

 

 

 

 

 

 

(38.3

)

Repurchases of Common Stock

 

 

 

 

 

��

 

 

 

 

 

 

 

 

 

(166.8

)

 

 

(166.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(195.0

)

 

 

(195.0

)

Exercise of stock options

 

 

 

 

 

(3.1

)

 

 

 

 

 

 

 

 

16.3

 

 

 

13.2

 

 

 

 

 

 

(7.4

)

 

 

 

 

 

 

 

 

16.0

 

 

 

8.6

 

Stock-based compensation expense

 

 

 

 

 

20.9

 

 

 

 

 

 

 

 

 

 

 

 

20.9

 

 

 

 

 

 

15.3

 

 

 

 

 

 

 

 

 

 

 

 

15.3

 

Payment of stock-based restricted and performance shares

 

 

 

 

 

(8.9

)

 

 

 

 

 

 

 

 

8.9

 

 

 

 

 

 

 

 

 

(24.2

)

 

 

 

 

 

 

 

 

24.2

 

 

 

 

Shares tendered for taxes on stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7.5

)

 

 

(7.5

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7.3

)

 

 

(7.3

)

Other

 

 

 

 

 

0.3

 

 

 

 

 

 

0.5

 

 

 

0.6

 

 

 

1.4

 

 

 

 

 

 

(0.4

)

 

 

 

 

 

(0.2

)

 

 

1.4

 

 

 

0.8

 

Balance at June, 2018

 

$

0.9

 

 

$

811.4

 

 

$

2,666.8

 

 

$

(139.7

)

 

$

(919.0

)

 

$

2,420.4

 

Balance at March 31, 2019

 

$

0.7

 

 

$

798.1

 

 

$

2,200.3

 

 

$

(135.6

)

 

$

(363.8

)

 

$

2,499.7

 

 

The accompanying notes are an integral part of these financial statements

5


Table of Contents

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions; unaudited)

 

 

Nine Months Ended

June 30,

 

 

Six Months Ended

March 31,

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

429.4

 

 

$

320.6

 

 

$

144.3

 

 

$

237.5

 

Depreciation and amortization

 

 

85.8

 

 

 

91.1

 

 

 

50.6

 

 

 

57.1

 

Stock-based compensation expense

 

 

21.9

 

 

 

20.9

 

 

 

17.7

 

 

 

15.3

 

Deferred income taxes

 

 

19.4

 

 

 

(7.6

)

 

 

11.4

 

 

 

3.4

 

Gain on sale of assets

 

 

(2.9

)

 

 

(0.3

)

(Gain) loss on sale of assets

 

 

(9.9

)

 

 

0.7

 

Foreign currency transaction (gains) losses

 

 

0.2

 

 

 

(0.3

)

 

 

(1.5

)

 

 

1.7

 

Debt extinguishment costs

 

 

 

 

 

9.9

 

Debt extinguishment expense

 

 

8.5

 

 

 

 

Other non-cash adjustments

 

 

(0.2

)

 

 

2.5

 

 

 

0.9

 

 

 

(0.5

)

Changes in operating assets and liabilities

 

 

(447.8

)

 

 

(216.6

)

 

 

(157.2

)

 

 

(162.2

)

Net cash provided by operating activities

 

 

105.8

 

 

 

220.2

 

 

 

64.8

 

 

 

153.0

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(69.5

)

 

 

(56.0

)

 

 

(57.5

)

 

 

(50.6

)

Additions to equipment held for rental

 

 

(22.2

)

 

 

(3.5

)

 

 

(10.9

)

 

 

(12.2

)

Proceeds from sale of equipment held for rental

 

 

9.3

 

 

 

4.8

 

 

 

32.5

 

 

 

6.6

 

Other investing activities

 

 

10.9

 

 

 

(0.6

)

 

 

(1.2

)

 

 

(0.1

)

Net cash used by investing activities

 

 

(71.5

)

 

 

(55.3

)

 

 

(37.1

)

 

 

(56.3

)

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of debt (original maturities greater than three months)

 

 

 

 

 

639.4

 

 

 

303.9

 

 

 

 

Repayments of debt (original maturities greater than three months)

 

 

 

 

 

(653.8

)

 

 

(300.0

)

 

 

 

Debt issuance costs

 

 

 

 

 

(12.9

)

Debt extinguishment and issuance costs

 

 

(9.6

)

 

 

 

Repurchases of Common Stock

 

 

(291.1

)

 

 

(174.3

)

 

 

(49.3

)

 

 

(202.3

)

Dividends paid

 

 

(57.1

)

 

 

(53.6

)

 

 

(40.9

)

 

 

(38.3

)

Proceeds from exercise of stock options

 

 

10.7

 

 

 

13.2

 

 

 

23.6

 

 

 

8.6

 

Other financing activities

 

 

(0.8

)

 

 

 

Net cash used by financing activities

 

 

(337.5

)

 

 

(242.0

)

 

 

(73.1

)

 

 

(232.0

)

Effect of exchange rate changes on cash

 

 

0.8

 

 

 

2.0

 

 

 

0.9

 

 

 

2.6

 

Decrease in cash and cash equivalents

 

 

(302.4

)

 

 

(75.1

)

 

 

(44.5

)

 

 

(132.7

)

Cash and cash equivalents at beginning of period

 

 

454.6

 

 

 

447.0

 

 

 

448.4

 

 

 

454.6

 

Cash and cash equivalents at end of period

 

$

152.2

 

 

$

371.9

 

 

$

403.9

 

 

$

321.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

42.8

 

 

$

48.8

 

 

$

34.0

 

 

$

28.3

 

Cash paid for income taxes

 

 

115.1

 

 

 

47.5

 

 

 

94.5

 

 

 

47.5

 

Cash paid for operating lease liabilities

 

 

28.3

 

 

 

 

Operating right-of-use assets obtained

 

 

27.5

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

 

6


Table of Contents

 

 

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.

Basis of Presentation

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (which include normal recurring adjustments, unless otherwise noted) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. These Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of Oshkosh Corporation for the year ended September 30, 2018.2019. The interim results are not necessarily indicative of results for the full year. “Oshkosh” refers to Oshkosh Corporation not including its subsidiaries and “the Company” refers to Oshkosh Corporation and its subsidiaries. Certain reclassifications have been made to the fiscal 2018 financial statements to conform to the fiscal 2019 presentation. “Cost and profits not billed”, which were previously presented in “Receivables, net”, are now presented as “Unbilled receivables, net” within the Company’s September 30, 2018 balance sheet to improve the comparability between the periods.

 

2.

New Accounting Standards

In May 2014,February 2016, the Financial Accounting Standards Board (FASB) issued new revenue recognition guidance (Accounting Standard Codification (ASC) 606)ASU 2016-02, Leases (Topic 842), which requires lessees to provide a single, comprehensive revenue recognition model for all contractsreflect most leases on their balance sheet as lease liabilities with customers, Accounting Standard Update (ASU) 2014-09, Revenuecorresponding right-of-use (“ROU”) assets, while leaving presentation of lease expense in the statement of income largely unchanged. ROU assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from Contracts with Customers (Topic 606). This guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard supersedes all existing U.S. GAAP guidance on revenue recognition and is expected to require the use of more judgment and result in additional disclosures.

lease. The Company adopted the new guidance on October 1, 20182019 following the modified retrospective method of transition. The Company applied the new guidance to contracts that were not completed at the date of initial adoption, resulting in a reduction of retained earnings by $60.4 million, after-tax, at that date. For contracts that were modified prior to October 1, 2018, the Company considered the aggregate impact of all modifications that occurred prior to the effective date of the standard for purposes of identifying performance obligations, determining transaction price and allocating transaction price to performance obligations. Prior period comparative information was not recast to reflect the impact of the new guidance and therefore continues to be reported under the accounting guidance in effect during those periods.periods (Accounting Standards Codification (ASC) 840).

UnderThe new standard provided a number of optional practical expedients for transition. The Company elected to adopt the new guidance,standard using the majoritypackage of the Company’s contracts with the U.S. government follow an over time model that uses the cost-to-cost method to measure performance. Previouslypractical expedients, which allowed the Company had recognized revenue from these contracts on the percentage of completion method using either the cost-to-cost or the units-complete method.not to reassess prior conclusions about lease identification, lease classification and initial direct costs. In addition, the new guidance changesprovides practical expedients for an entity’s ongoing lessee accounting. The Company has elected not to separate payments for lease components from payments for non-lease components for any classes of assets. The Company has elected the definitionshort-term lease recognition exemption for all leases that qualify, which means ROU assets and lease liabilities are not recognized for leases with an initial term of twelve months or less.

The most significant quantitative effect of adoption relates to the recognition of ROU assets and lease liabilities on the balance sheet for operating leases. The adoption did not have a contract, resulting in the Company no longer considering unexercised government options in the measurement of completion and profitability. The new guidance is expected to result in additional volatility inmaterial impact on the Company’s earnings based upon the dateresults of receipt of contract orders.

In the fire & emergency segment, the point in time at which “control transfers” to the customer differs from when the Company no longer maintains “risk of loss”, which under the new guidance delays the point in time at which the Company will recognize revenue on contracts for which the end user, rather than the Company’s dealer, is the Company’s customer. In the commercial segment, the Company builds certain units on chassis owned by the end customer. Revenue related to these arrangements moved from a “point in time” revenue recognition model to an “over time” model that is measured using the cost-to-cost method of percentage-of-completion as the Company is enhancing a customer asset. In addition, under the new guidance, the Company defers revenue, including the estimated profit, for service warranties instead of recording a liability for estimated costs.

See Note 3 of the Notes to Condensed Consolidated Financial Statements for additional information regarding the Company’s revenue recognition method under the new revenue guidance.operations or cash flows.

7


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

The cumulative effect of initially applying the new revenue recognitionleasing guidance to the Company’s Condensed Consolidated Financial Statements as of October 1, 2018 was as follows (in millions):

 

 

Balance as of

September 30,

2018

 

 

Cumulative

Impact from

Adopting New

Revenue

Standard

 

 

Balance as of

October 1,

2018

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Receivables, net

 

$

1,286.2

 

 

$

(13.5

)

 

$

1,272.7

 

Unbilled receivables, net

 

 

235.4

 

 

 

74.3

 

 

 

309.7

 

Inventories, net

 

 

1,227.7

 

 

 

(75.9

)

 

 

1,151.8

 

Other current assets

 

 

66.0

 

 

 

0.3

 

 

 

66.3

 

Total current assets

 

 

3,269.9

 

 

 

(14.8

)

 

 

3,255.1

 

Other long-term assets

 

 

65.9

 

 

 

18.7

 

 

 

84.6

 

Total assets

 

 

5,294.2

 

 

 

3.9

 

 

 

5,298.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

Customer advances

 

$

444.9

 

 

$

27.2

 

 

$

472.1

 

Other current liabilities

 

 

275.8

 

 

 

6.4

 

 

 

282.2

 

Total current liabilities

 

 

1,690.1

 

 

 

33.6

 

 

 

1,723.7

 

Other long-term liabilities

 

 

272.6

 

 

 

30.7

 

 

 

303.3

 

Retained earnings

 

 

2,007.9

 

 

 

(60.4

)

 

 

1,947.5

 

Total shareholders’ equity

 

 

2,513.5

 

 

 

(60.4

)

 

 

2,453.1

 

Total liabilities and shareholders’ equity

 

 

5,294.2

 

 

 

3.9

 

 

 

5,298.1

 

The impact from adopting the new revenue recognition guidance on the Company’s Condensed Consolidated Financial Statements as of and for the three and nine months ended June 30, 2019 was as follows (in millions):


 

 

Three Months Ended June 30, 2019

 

 

 

As Reported

 

 

Previous

Accounting

Guidance

 

 

Impact of New

Revenue

Recognition

Standard

 

Condensed Consolidated Statement of Income

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

2,392.7

 

 

$

2,366.5

 

 

$

26.2

 

Cost of sales

 

 

1,958.8

 

 

 

1,920.4

 

 

 

38.4

 

Gross income

 

$

433.9

 

 

$

446.1

 

 

$

(12.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

257.8

 

 

$

270.0

 

 

$

(12.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes and earnings (losses) of unconsolidated affiliates

 

$

245.9

 

 

$

258.1

 

 

$

(12.2

)

Provision for income taxes

 

 

53.7

 

 

 

56.9

 

 

 

(3.2

)

Income before earnings (losses) of unconsolidated affiliates

 

 

192.2

 

 

 

201.2

 

 

 

(9.0

)

Equity in earnings (losses) of unconsolidated affiliates

 

 

(0.3

)

 

 

(0.3

)

 

 

 

Net income

 

$

191.9

 

 

$

200.9

 

 

$

(9.0

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

2.74

 

 

$

2.87

 

 

$

(0.13

)

Diluted

 

 

2.72

 

 

 

2.85

 

 

 

(0.13

)

 

 

Balance as of September 30, 2019

 

 

Cumulative

Impact from

Adopting New

Lease

Standard

 

 

Balance as of October 1,

2019

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Other current assets

 

$

78.9

 

 

$

(0.5

)

 

$

78.4

 

Total current assets

 

 

3,408.3

 

 

 

(0.5

)

 

 

3,407.8

 

Other long-term assets

 

 

156.4

 

 

 

179.5

 

 

 

335.9

 

Total assets

 

 

5,566.3

 

 

 

179.0

 

 

 

5,745.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

Other current liabilities

 

$

307.3

 

 

$

46.4

 

 

$

353.7

 

Total current liabilities

 

 

1,741.9

 

 

 

46.4

 

 

 

1,788.3

 

Other long-term liabilities

 

 

405.6

 

 

 

132.6

 

 

 

538.2

 

Total liabilities and shareholders' equity

 

 

5,566.3

 

 

 

179.0

 

 

 

5,745.3

 

8


TableSee Note 12 of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

Nine Months Ended June 30, 2019

 

 

 

As Reported

 

 

Previous

Accounting

Guidance

 

 

Impact of New

Revenue

Recognition

Standard

 

Condensed Consolidated Statement of Income

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

6,186.3

 

 

$

6,106.5

 

 

$

79.8

 

Cost of sales

 

 

5,066.2

 

 

 

5,006.2

 

 

 

60.0

 

Gross income

 

$

1,120.1

 

 

$

1,100.3

 

 

$

19.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

593.9

 

 

$

574.1

 

 

$

19.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes and earnings (losses) of unconsolidated affiliates

 

$

558.8

 

 

$

539.0

 

 

$

19.8

 

Provision for income taxes

 

 

129.6

 

 

 

125.2

 

 

 

4.4

 

Income before earnings (losses) of unconsolidated affiliates

 

 

429.2

 

 

 

413.8

 

 

 

15.4

 

Equity in earnings (losses) of unconsolidated affiliates

 

 

0.2

 

 

 

0.2

 

 

 

 

Net income

 

$

429.4

 

 

$

414.0

 

 

$

15.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

6.11

 

 

$

5.89

 

 

$

0.22

 

Diluted

 

 

6.05

 

 

 

5.83

 

 

 

0.22

 

 

 

June 30, 2019

 

 

 

As Reported

 

 

Previous

Accounting

Guidance

 

 

Impact of New

Revenue

Recognition

Standard

 

Condensed Consolidated Balance Sheet

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Receivables, net

 

$

1,263.9

 

 

$

1,271.1

 

 

$

(7.2

)

Unbilled receivables, net

 

 

501.1

 

 

 

403.1

 

 

 

98.0

 

Inventories, net

 

 

1,361.4

 

 

 

1,452.2

 

 

 

(90.8

)

Other current assets

 

 

82.6

 

 

 

82.7

 

 

 

(0.1

)

Total current assets

 

 

3,361.2

 

 

 

3,361.3

 

 

 

(0.1

)

Other long-term assets

 

 

124.4

 

 

 

110.1

 

 

 

14.3

 

Total assets

 

 

5,446.4

 

 

 

5,432.2

 

 

 

14.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

Customer advances

 

$

434.6

 

 

$

437.7

 

 

$

(3.1

)

Other current liabilities

 

 

333.8

 

 

 

311.9

 

 

 

21.9

 

Total current liabilities

 

 

1,687.5

 

 

 

1,668.7

 

 

 

18.8

 

Other long-term liabilities

 

 

343.3

 

 

 

302.9

 

 

 

40.4

 

Retained earnings

 

 

2,373.4

 

 

 

2,418.4

 

 

 

(45.0

)

Total shareholders’ equity

 

 

2,596.9

 

 

 

2,641.9

 

 

 

(45.0

)

Total liabilities and shareholders’ equity

 

 

5,446.4

 

 

 

5,432.2

 

 

 

14.2

 

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory. The standard requires that an entity recognize the income tax consequences of an intra-entity transfer of an asset when the transfer occurs as opposedNotes to when the asset is transferred to an outside party. The standard does not apply to intra-entity transfers of inventory. The Company adopted ASU 2016-16 on October 1, 2018 following the modified retrospective approach through a cumulative effect adjustment, which resulted in an increase to retained earnings of $44.5 million.

In March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The standard requires that an entity report the service cost component of net periodic pension and postretirement cost in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The remaining components of net benefit costs are required to be presented in the income statement separately from the service component and outside a subtotal of income from operations. The amendment further allows only the service cost component of net periodic pension and postretirement costs to be eligible for

9


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

capitalization, when applicable. The Company adopted ASU 2017-07 on October 1, 2018. The impact of this standard was a reclassification of $0.8 million and $2.0 million of other components of net periodic pension cost to “Miscellaneous, net” on the Condensed Consolidated Statement of IncomeFinancial Statements for additional information regarding the three and nine months ended June 30, 2018, respectively. The Company utilized a practical expedient included in the ASU which allowed the Company to use amounts previously disclosed in its Employee Benefit Plans footnoteCompany’s accounting for the prior period as the estimation basis for applying the required retrospective presentation requirements.

In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The standard allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the U.S. Tax Cuts and Jobs Act enacted in the United States in December 2017 (the “Tax Reform Act”), thereby eliminating the resulting stranded tax effect. The Company adopted ASU 2018-02 on October 1, 2018. The Company increased retained earnings by $9.1 million upon adoption of ASU 2018-02 to eliminate the tax effects stranded in accumulated other comprehensive income resulting from the Tax Reform Act.leases.

Standards not yet adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), and has since issued amendments to this standard, which requires lessees to reflect most leases on their balance sheet as lease liabilities with corresponding right-of-use assets, while leaving presentation of lease expense in the statement of income largely unchanged. The standard also eliminates the real-estate specific provisions that exist under current U.S. GAAP and modifies the classification criteria and accounting lessors must apply to sales-type and direct financing leases. Entities have the option to adopt the new guidance using a modified retrospective approach through a cumulative effect adjustment to retained earnings applied either to the beginning of the earliest period presented or the beginning of the period of adoption. In addition, the new guidance provides for certain practical expedients. The Company will be required to adopt ASU 2016-02 and related amendments to the standard as of October 1, 2019.

The Company is currently evaluating its lease landscape to assess the effect of the new guidance on the Company’s consolidated financial statements. It is also focused on designing new processes, controls and a system solution to support the Company’s implementation and compliance with the requirements of the new standard. The Company plans to adopt the new guidance effective October 1, 2019 using a modified retrospective approach through a cumulative effect adjustment to retained earnings as of the beginning of the period of adoption.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The standard requires a change in the measurement approach for credit losses on financial assets measured on an amortized cost basis from an incurred loss method to an expected loss method, thereby eliminating the requirement that a credit loss be considered probable to impact the valuation of a financial asset measured on an amortized cost basis. The standard requires the measurement of expected credit losses to be based on relevant information about past events, including historical experience, current conditions, and a reasonable and supportable forecast that affects the collectability of the related financial asset. The Company will be required to adopt ASU 2016-13 as of October 1, 2020. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2016-13 on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. The standard simplifies the measurement of goodwill impairment by eliminating the requirement that an entity compute the implied fair value of goodwill based on the fair values of its assets and liabilities to measure impairment. Instead, goodwill impairment will be measured as the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The standard also clarifies the treatment of the income tax effect of tax deductible goodwill when measuring goodwill impairment loss. The Company will be required to adopt ASU 2017-04 as of October 1, 2020. Early adoption is permitted. The Company is currently evaluatingdoes not expect the impactadoption of ASU 2017-04 will have a material impact on the Company’s consolidated financial statements.

3.

Revenue Recognition

RevenueIn August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is recognized when control ofa service contract with the goodsrequirements for capitalizing implementation costs incurred to develop or services promised under a contract are transferred to the customer either at a point in time (e.g., upon delivery) or over time (e.g., as the Company performs under the contract) in an amount that reflects the consideration to which the Company expects to be entitled in exchange for the goods or services.obtain internal-use software. The Company accounts forwill be required to adopt ASU 2018-15 as of October 1, 2020. The Company intends to adopt the standard on a contract when it has approvalprospective basis and commitment from both parties,does not expect the rights and payment termsadoption of ASU 2018-15 will have a material impact on the parties are identified, the contract has commercial substance and collectability of consideration is probable. If collectability is not probable, the sale is deferred until collection becomes probable or payment is received.Company’s consolidated financial statements.

10

8


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Contracts are reviewed to determine whether there is one or multiple performance obligations. A performance obligation is a promise to transfer a distinct good or service to a customer and representsIn December 2019, the unit ofFASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. The standard simplifies the accounting for revenue recognition. For contracts with multiple performance obligations,income taxes by removing certain exceptions to the expected consideration (e.g.,general principles in ASC 740 such as recognizing deferred taxes for equity investments, the transaction price) is allocatedincremental approach to each performance obligation identifiedperforming intraperiod tax allocation and calculating income taxes in interim periods. The standard also simplifies accounting for income taxes under U.S. GAAP by clarifying and amending existing guidance, including the recognition of deferred taxes for goodwill, the allocation of taxes to members of a consolidated group and requiring that an entity reflect the effect of enacted changes in tax laws or rates in the contract based onannual effective tax rate computation in the relative standalone selling price of each performance obligation, which is determinable based on observable standalone selling prices or is estimated using an expected cost plus a margin approach. Revenue is then recognized forinterim period that includes the transaction price allocated to the performance obligation when control of the promised goods or services underlying the performance obligation is transferred. When the amount of consideration allocated to a performance obligation through this process differs from the invoiced amount, it results in a contract asset or liability. The identification of performance obligations within a contract requires significant judgment.

The following is a description of the primary activities from which the Company generates revenue.

Access equipment, Fire & emergency and Commercial segments revenue

enactment date. The Company derives revenue in the access equipment, fire & emergency and commercial segments (non-defense segments) through the salewill be required to adopt ASU 2019-12 as of machinery, vehicles and related aftermarket parts and services. Customers include distributors and end-users. Contracts with customers generally exist upon the approval of a quote and/or purchase order by the Company and customer. Each contractOctober 1, 2021. Early adoption is also assessed at inception to determine whether it is necessary to combine the contract with other contracts.

permitted. The Company’s non-defense segments offer various customer incentives within contracts, such as sales and marketing rebates, volume discounts and interest subsidies, some of which are variable and therefore must be estimated by the Company. Transaction prices may also be impacted by rights of return, primarily within the aftermarket parts business, which requires the Company to record a liability and asset representing its rights and obligations in the event a return occurs. The estimated return liability is based on historical experience rates.

Revenue for performance obligations consisting of machinery, vehicle and after-market parts (together, “product”) is recognized when the customer obtains control of the product, which typically occurs at a point in time, based on the shipping terms within the contract. In the commercial segment, concrete mixer and refuse collection products are sold on both Company owned chassis and customer owned chassis. When performing work on a customer owned chassis, revenue is recognized over time based on the cost-to-cost method, as the Company is enhancing a customer owned asset.

All non-defense segments offer aftermarket services related to their respective products such as repair, refurbishment and maintenance (together, “services”). The Company generally recognizes revenue on service performance obligations over time usingcurrently evaluating the method that results in the most faithful depictionimpact of transfer of control to the customer. Non-defense segments also offer extended warranty coverage as an option on most products. The Company considers extended warranties to be service-type warranties and therefore a performance obligation. Service-type warranties differ from the Company’s standard, or assurance-type warranties, as they are generally separately priced and negotiated as part of the contract and/or provide additional coverage beyond what the customer or customer group that purchases the product would receive under an assurance-type warranty. The Company has concluded that its extended warranties are stand-ready obligations to perform and therefore recognizes revenue ratably over the coverage period. The Company also provides a standard warranty on its products and services at no additional cost to its customers in most instances. See Note 13 of the Notes to Condensed Consolidated Financial Statements for further discussion on product assurance warranties.

Defense segment revenue

The majority of the Company’s defense segment net sales are derived through long-term contracts with the U.S. government to design, develop, manufacture or modify defense products. These contracts, which also include those under the U.S. Government-sponsored Foreign Military Sales (FMS) program, accounted for approximately 90% of defense segment revenue in fiscal 2018. Contracts with defense segment customers are generally fixed-price or cost-reimbursement type contracts. Under fixed-price contracts, the price paid to the Company is generally not adjusted to reflect the Company’s actual costs except for costs incurred as a result of contract modifications. Certain fixed-price contracts include an incentive component under which the price paid to the Company is subject to adjustment based on the actual costs incurred. Under cost-reimbursement contracts, the price paid to the Company is determined based on the allowable costs incurred to perform plus a fee. The fee component of cost-reimbursement contracts can be fixed based on negotiations at contract inception or can vary based on performance against target costs established at the time of contract inception. The Company also designs, develops, manufactures or modifies defense products for international customers through Direct Commercial Sale contracts. The defense segment supports its products through the sale of aftermarket parts and services. Aftermarket contracts can range from long-term supply agreements to ad hoc purchase orders for replacement parts.

11


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company evaluates the promised goods and services within defense segment contracts at inception to identify performance obligations. The goods and services in defense segment contracts are typically not distinct from one another as they are generally customized and have complex inter-relationships and the Company is responsible for overall management of the contract. As a result, defense segment contracts are typically accounted for as a single performance obligation. The defense segment provides standard warranties for its products for periods that typically range from one to two years. These assurance-type warranties typically cannot be purchased separately and do not meet the criteria to be considered a performance obligation. See Note 13 of the Notes to Condensed Consolidated Financial Statements for further discussion on product assurance warranties.

The Company determines the transaction price for each contract at inception based on the consideration that it expects to receive for the goods and services promised under the contract. This determination is made based2019-12 on the Company’s current rights, excluding the impact of any subsequent contract modifications (including unexercised options) until they become legally enforceable. Contract modifications frequently occur within the defense segment. The Company evaluates each modification to identify changes that impact price or scope of its contracts, which are then assessed to determine if the modification should be accounted for as an adjustment to an existing contract or as a separate contract. Contract modifications within the defense segment are generally accounted for as a cumulative effect adjustment to existing contracts as they are not distinct from the goods and services within the existing contract.consolidated financial statements.

For defense segment contracts that include a variable component of the sale price, the Company estimates variable consideration. Variable consideration is included within the contract’s transaction price to the extent it is probable that a significant reversal of revenue will not occur. The Company evaluates its estimates of variable consideration on an ongoing basis and any adjustments are accounted for as changes in estimates in the period identified. Common forms of variable consideration within defense segment contracts include cost reimbursement contracts that contain incentives, customer reimbursement rights and regulatory or customer negotiated penalties tied to contract performance.

The Company recognizes revenue on defense segment contracts as performance obligations are satisfied and control of the underlying goods and services is transferred to the customer. In making this evaluation, the defense segment considers contract terms, payment terms and whether there is an alternative future use for the good or service. Through this process the Company has concluded that substantially all of the defense segment’s performance obligations, including a majority of performance obligations for aftermarket goods and services, transfer to the customer continuously during the contract term and therefore revenue is recognized over time. For U.S. government and FMS program contracts, this determination is supported by the inclusion of clauses within contracts that allow the customer to terminate a contract at its convenience. When the clause is present, the Company is entitled to compensation for the work performed through the date of notification at a price that reflects actual costs plus a reasonable margin in exchange for transferring its work in process to the customer. For contracts that do not contain termination for convenience provisions, the Company is generally able to support the continuous transfer of control determination as a result of the customized nature of its goods and services and contractual rights.

3.

Revenue Recognition

The defense segment recognizes revenue on its performance obligations that are satisfied over time by measuring progress using the cost-to-cost method of percentage-of-completion because it best depicts the transfer of control to the customer. Under the cost-to-cost method of percentage-of-completion, the defense segment measures progress based on the ratio of costs incurred to date to total estimated costs for the performance obligation. The Company recognizes changes in estimated sales or costs and the resulting profit or loss on a cumulative basis. Cumulative estimate-at-completion (EAC) adjustments represent the cumulative effect of the changes on prior periods. If a loss is expected on a performance obligation, the complete estimated loss is recorded in the period in which the loss is identified. For contracts with only aftermarket parts performance obligations, revenue is recognized at the time the parts are physically committed to the order or based on shipping terms depending on whether the contracts contain a termination for convenience clause. For performance obligations consisting solely of services, revenue is recognized either by using the cost-to-cost method of percentage-of-completion method or as the Company has the right to bill the customer in instances that billing rights approximates timing of transfer of control to the customer.

There is significant judgment involved in estimating sales and costs within the defense segment. Each contract is evaluated at contract inception to identify risks and estimate revenue and costs. In performing this evaluation, the defense segment considers risks of contract performance such as technical requirements, schedule, duration and key contract dependencies. These considerations are then factored into the Company’s estimated revenue and costs. Preliminary contract estimates are subject to change throughout the duration of the contract as additional information becomes available that impacts risks and estimated revenue and costs. In addition, as contract modifications (e.g., new orders) are received, the additional units are factored into the overall contract estimate of costs and transaction price.

Contract adjustments resulted in increases within the defense segment decreased net sales, operating income, net income and diluted earningsas follows (in millions, except for per share by $0.4 million, $10.5 million, $8.2 million and $0.12 per share, respectively, during the three months ended June 30, 2019. Contract adjustments in the defense segment increased net sales, operating income, net income and diluted earnings per share by $55.7 million, $37.6 million, $28.9 million and $0.41 per share, respectively, during the nine months ended June 30, 2019.amounts):

 

 

Three Months Ended

March 31,

 

 

Six Months Ended

March 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net sales

 

$

15.6

 

 

$

18.0

 

 

$

24.8

 

 

$

49.6

 

Operating income

 

 

10.6

 

 

 

11.3

 

 

 

14.6

 

 

 

41.6

 

Net income

 

 

7.6

 

 

 

8.7

 

 

 

10.4

 

 

 

31.9

 

Diluted earnings per share

 

$

0.11

 

 

$

0.13

 

 

$

0.15

 

 

$

0.45

 


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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Disaggregation of Revenue

The table below presents consolidated net sales disaggregated by segment and timing of revenue recognition (in millions):

 

 

Three Months Ended March 31, 2020

 

 

 

Access

equipment

 

 

Defense

 

 

Fire &

emergency

 

 

Commercial

 

 

Corporate and

intersegment

eliminations

 

 

Total

 

Point in time

 

$

670.8

 

 

$

0.4

 

 

$

242.9

 

 

$

118.1

 

 

$

(4.3

)

 

$

1,027.9

 

Over time

 

 

22.2

 

 

 

614.6

 

 

 

12.7

 

 

 

118.6

 

 

 

0.7

 

 

 

768.8

 

 

 

$

693.0

 

 

$

615.0

 

 

$

255.6

 

 

$

236.7

 

 

$

(3.6

)

 

$

1,796.7

 

 

 

Three Months Ended June 30, 2019

 

 

Three Months Ended March 31, 2019

 

 

Access

equipment

 

 

Defense

 

 

Fire &

emergency

 

 

Commercial

 

 

Corporate and

Intersegment

Eliminations

 

 

Total

 

 

Access

equipment

 

 

Defense

 

 

Fire &

emergency

 

 

Commercial

 

 

Corporate and

intersegment

eliminations

 

 

Total

 

Point in time

 

$

1,231.1

 

 

$

0.5

 

 

$

319.9

 

 

$

176.5

 

 

$

(4.6

)

 

$

1,723.4

 

 

$

968.9

 

 

$

1.4

 

 

$

274.3

 

 

$

148.1

 

 

$

(5.2

)

 

$

1,387.5

 

Over time

 

 

18.0

 

 

 

510.6

 

 

 

21.1

 

 

 

119.6

 

 

 

 

 

 

669.3

 

 

 

18.7

 

 

 

485.3

 

 

 

8.9

 

 

 

89.8

 

 

 

 

 

 

602.7

 

 

$

1,249.1

 

 

$

511.1

 

 

$

341.0

 

 

$

296.1

 

 

$

(4.6

)

 

$

2,392.7

 

 

$

987.6

 

 

$

486.7

 

 

$

283.2

 

 

$

237.9

 

 

$

(5.2

)

 

$

1,990.2

 

 

 

 

Six Months Ended March 31, 2020

 

 

 

Access

equipment

 

 

Defense

 

 

Fire &

emergency

 

 

Commercial

 

 

Corporate and

intersegment

eliminations

 

 

Total

 

Point in time

 

$

1,366.1

 

 

$

0.9

 

 

$

494.9

 

 

$

237.5

 

 

$

(7.4

)

 

$

2,092.0

 

Over time

 

 

44.8

 

 

 

1,107.2

 

 

 

23.1

 

 

 

223.4

 

 

 

1.3

 

 

 

1,399.8

 

 

 

$

1,410.9

 

 

$

1,108.1

 

 

$

518.0

 

 

$

460.9

 

 

$

(6.1

)

 

$

3,491.8

 

 

 

Nine Months Ended June 30, 2019

 

 

Six Months Ended March 31, 2019

 

 

Access

equipment

 

 

Defense

 

 

Fire &

emergency

 

 

Commercial

 

 

Corporate and

Intersegment

Eliminations

 

 

Total

 

 

Access

equipment

 

 

Defense

 

 

Fire &

emergency

 

 

Commercial

 

 

Corporate and

intersegment

eliminations

 

 

Total

 

Point in time

 

$

3,007.8

 

 

$

2.2

 

 

$

885.1

 

 

$

445.8

 

 

$

(14.7

)

 

$

4,326.2

 

 

$

1,776.7

 

 

$

1.7

 

 

$

565.2

 

 

$

269.3

 

 

$

(10.1

)

 

$

2,602.8

 

Over time

 

 

55.4

 

 

 

1,459.7

 

 

 

34.6

 

 

 

310.4

 

 

 

 

 

 

1,860.1

 

 

 

37.4

 

 

 

949.1

 

 

 

13.5

 

 

 

190.8

 

 

 

 

 

 

1,190.8

 

 

$

3,063.2

 

 

$

1,461.9

 

 

$

919.7

 

 

$

756.2

 

 

$

(14.7

)

 

$

6,186.3

 

 

$

1,814.1

 

 

$

950.8

 

 

$

578.7

 

 

$

460.1

 

 

$

(10.1

)

 

$

3,793.6

 

 

See Note 1920 of the Notes to Condensed Consolidated Financial Statements for further disaggregated sales information.

Contract Assets and Contract Liabilities

The Company is generally entitled to bill its customers upon satisfaction of its performance obligations, with the exception of its long-term contracts in the defense segment which typically allow for billing upon acceptance of the finished good, advance payments from customers primarily within the fire & emergency segment and extended warranties that are usually billed in advance of the warranty coverage period. Customer payment is usually received shortly after billing and payment terms generally do not exceed one year. With the exception of the fire & emergency segment, the Company’s contracts typically do not contain a significant financing component. In the fire & emergency segment, customers earn interest on customer advances at a rate determined in a separate financing transaction between the fire & emergency segment and the customer at contract inception. Interest due on customer advances of $3.9$4.0 million and $11.2$7.2 million was recorded in “Interest expense” in the Condensed Consolidated Statements of Income for the three and ninesix months ended June 30, 2019, respectively. Interest due on customer advances of $4.7March 31, 2020, respectively, and $3.7 million and $14.1$7.3 million was recorded in “Interest expense” in the Condensed Consolidated Statements of Income for the three and ninesix months ended June 30, 2018,March 31, 2019, respectively.

10


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The timing of billing does not always match the timing of revenue recognition. In instances where a customer pays consideration in advance or when the Company is entitled to bill a customer in advance of recognizing the related revenue, the Company records a contract liability within “Customer advances”, “Other current liabilities” or “Other long-term liabilities” in the Condensed Consolidated Balance Sheet. Total contract liabilities were $564.0$701.0 million as of June 30, 2019,March 31, 2020, of which $434.6$593.0 million, $79.6$56.7 million and $49.8$51.3 million was included in “Customer advances”, “Other current liabilities” and “Other long-term liabilities”, respectively. Total contract liabilities were $594.4$512.5 million as of October 1, 2018,September 30, 2019, of which $472.1$382.0 million, $75.0$78.2 million and $47.3$52.3 million was included in “Customer advances”, “Other current liabilities” and “Other long-term liabilities”, respectively. The Company reduces contract liabilities when revenue is recognized. The Company recognized $248.1$117.7 million and $721.5$290.6 million of revenue that was recorded as a contract liability as of the beginning of the period during the three and ninesix months ended June 30, 2019, respectively.March 31, 2020. The Company recognized $237.4 million and $473.4 million of revenue that was recorded as a contract liability as of the beginning of the period during the three and six months ended March 31, 2019.

In instances where the Company recognizes revenue prior to having an unconditional right to payment, the Company records a contract asset within “Unbilled receivables, net” in the Condensed Consolidated Balance Sheet. The Company reduces contract assets when the Company has an unconditional right to payment. The Company periodically assesses its contract assets for impairment.

Contract assets and liabilities are determined on a net basis for each contract. The Company did not record any impairment losses on contracts from customers during the three and ninesix months ended June 30, 2019.March 31, 2020 and 2019, respectively. See Note 8 of the Notes to Condensed Consolidated Financial Statements for additional information on the Company’s receivable balances.

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Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company offers a variety of service-type warranties, including optionally priced extended warranty programs. Outstanding balances related to service-type warranties are included within contract liabilities disclosed above. Revenue related to service warranties is deferred until after the expiration of the standard warranty period. The revenue is then recognized in income over the term of the extended warranty period in proportion to the costs that are expected to be incurred. Changes in the Company’s service-type warranties were as follows (in millions):

 

 

Nine Months Ended

June 30,

 

 

Six Months Ended

March 31,

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

Balance at beginning of period

 

$

30.7

 

 

$

30.8

 

 

$

68.2

 

 

$

30.7

 

Adoption of ASC 606

 

 

35.7

 

 

 

 

 

 

 

 

 

35.7

 

Deferred revenue for new service warranties

 

 

21.0

 

 

 

9.1

 

 

 

11.8

 

 

 

12.8

 

Amortization of deferred revenue

 

 

(18.8

)

 

 

(7.3

)

 

 

(14.2

)

 

 

(12.5

)

Changes in liability for pre-existing warranties, net

 

 

 

 

 

0.4

 

 

 

 

 

 

0.1

 

Foreign currency translation

 

 

(0.2

)

 

 

(0.3

)

 

 

0.1

 

 

 

(0.3

)

Balance at end of period

 

$

68.4

 

 

$

32.7

 

 

$

65.9

 

 

$

66.5

 

 

Classification of service-type warranties in the Condensed Consolidated Balance Sheets consisted of the following (in millions):

 

 

March 31,

 

 

September 30,

 

 

 

2020

 

 

2019

 

Other current liabilities

 

$

26.4

 

 

$

27.8

 

Other long-term liabilities

 

 

39.5

 

 

 

40.4

 

 

 

$

65.9

 

 

$

68.2

 


11


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Remaining Performance Obligations

As of June 30, 2019,March 31, 2020, the Company had unsatisfied performance obligations for contracts with an original duration greater than one year totaling $4.02$4.96 billion, of which $916.1 million$1.87 billion is expected to be satisfied and revenue recognized in the remaining threesix months of fiscal 2019, $2.562020, $2.71 billion is expected to be satisfied and revenue recognized in fiscal 20202021 and $545.1$380.1 million is expected to be satisfied and revenue recognized beyond fiscal 2020. The Company has elected the practical expedient to not disclose unsatisfied performance obligations with an original contract duration of one year or less.2021.

Practical Expedients and Policy Elections

The Company has elected to apply the following practical expedients and accounting policy elections when determining revenue from contracts with customers and capitalization of related costs:

Shipping and handling costs incurred after control of the related product has transferred to the customer are considered costs to fulfill the related promise and are included in “Cost of Sales” in the Condensed Consolidated Statement of Income when incurred or when the related product revenue is recognized, whichever is earlier.

Except for the fire & emergency segment, the Company has elected to not adjust revenue for the effects of a significant finance component when the timing difference between receipt of payment and recognition of revenue is less than one year.

Sales and similar taxes that are collected from customers are excluded from the transaction price.

The Company has elected to expense incremental costs to obtain a contract when the amortization period of the related asset is expected to be less than one year.

 

4.

Stock-Based Compensation

In February 2017, the Company’s shareholders approved the 2017 Incentive Stock and Awards Plan (the “2017 Stock Plan”). The 2017 Stock Plan replaced the 2009 Incentive Stock and Awards Plan (as amended, the “2009 Stock Plan”). While no new awards will be granted under the 2009 Stock Plan, or its predecessor, the 2004 Incentive Stock and Awards Plan, awards previously made under these two plansthat plan that were outstanding as of the approval date of the 2017 Stock Plan will remain outstanding and continue to be governed by the provisions of the respective stock plan under which they were issued.that plan. At June 30, 2019,March 31, 2020, the Company had reserved 6,849,7615,810,640 shares of Common Stock available for issuance to provide for the exercise of outstanding stock options and the issuance of Common Stock under incentive compensation awards, including awards issued prior to the effective date of the 2017 Stock Plan.

The Company recognizes stock-based compensation expense over the requisite service period for vesting of an award, or to an employee’s eligible retirement date, if earlier and applicable. Total stock-based compensation expense, including cash-based liability awards, for the three and ninesix months ended June 30, 2019March 31, 2020 was $7.3$7.2 million ($5.96.4 million net of tax) and $23.2$17.9 million ($19.115.7 million net of tax), respectively. Total stock-based compensation expense, including cash-based liability awards, for the three and ninesix months ended June 30, 2018March 31, 2019 was $6.7$8.3 million ($5.36.7 million net of tax) and $20.9$15.9 million ($16.313.2 million net of tax), respectively.

14


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5.

Employee Benefit Plans

Components of net periodic pension benefit cost were as follows (in millions):

 

 

Three Months Ended

June 30,

 

 

Nine Months Ended

June 30,

 

 

Three Months Ended

March 31,

 

 

Six Months Ended

March 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

3.0

 

 

$

3.1

 

 

$

9.0

 

 

$

9.3

 

 

$

2.6

 

 

$

2.4

 

 

$

5.1

 

 

$

4.8

 

Interest cost

 

 

4.6

 

 

 

4.5

 

 

 

14.0

 

 

 

13.5

 

 

 

4.3

 

 

 

4.7

 

 

 

8.6

 

 

 

9.4

 

Expected return on plan assets

 

 

(4.9

)

 

 

(5.0

)

 

 

(14.9

)

 

 

(15.1

)

 

 

(5.2

)

 

 

(5.0

)

 

 

(10.3

)

 

 

(10.0

)

Amortization of prior service cost

 

 

0.4

 

 

 

0.5

 

 

 

1.3

 

 

 

1.4

 

Amortization of prior service cost (benefit)

 

 

0.4

 

 

 

0.5

 

 

 

0.8

 

 

 

0.9

 

Curtailment

 

 

 

 

 

 

 

 

1.2

 

 

 

 

 

 

 

 

 

1.2

 

 

 

 

 

 

1.2

 

Amortization of net actuarial loss

 

 

 

 

 

0.5

 

 

 

0.1

 

 

 

1.4

 

Amortization of net actuarial loss (gain)

 

 

0.8

 

 

 

0.1

 

 

 

1.6

 

 

 

0.1

 

Expenses paid

 

 

1.0

 

 

 

0.6

 

 

 

2.0

 

 

 

1.2

 

Net periodic benefit cost

 

$

3.1

 

 

$

3.6

 

 

$

10.7

 

 

$

10.5

 

 

$

3.9

 

 

$

4.5

 

 

$

7.8

 

 

$

7.6

 

 

Components of net periodic other post-employment benefit cost were as follows (in millions):

 

 

Three Months Ended

June 30,

 

 

Nine Months Ended

June 30,

 

 

Three Months Ended

March 31,

 

 

Six Months Ended

March 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Components of net periodic benefit cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

0.8

 

 

$

0.9

 

 

$

2.3

 

 

$

2.7

 

 

$

0.8

 

 

$

0.7

 

 

$

1.7

 

 

$

1.5

 

Interest cost

 

 

0.5

 

 

 

0.5

 

 

 

1.5

 

 

 

1.4

 

 

 

0.4

 

 

 

0.5

 

 

 

0.8

 

 

 

1.0

 

Amortization of prior service benefit

 

 

(0.4

)

 

 

(0.2

)

 

 

(1.1

)

 

 

(0.7

)

Amortization of net actuarial gain

 

 

(0.1

)

 

 

 

 

 

(0.2

)

 

 

0.1

 

Amortization of prior service cost (benefit)

 

 

(0.3

)

 

 

(0.3

)

 

 

(0.5

)

 

 

(0.7

)

Amortization of net actuarial loss (gain)

 

 

 

 

 

 

 

 

(0.1

)

 

 

(0.1

)

Net periodic benefit cost

 

$

0.8

 

 

$

1.2

 

 

$

2.5

 

 

$

3.5

 

 

$

0.9

 

 

$

0.9

 

 

$

1.9

 

 

$

1.7

 

12


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Components of net periodic benefit cost other than service cost“Service cost” and “Expenses paid” are included in “Miscellaneous, net” in the Condensed Consolidated Statements of Income. Administrative expense for the three and six months ended March 31, 2019, which was previously included in “Service cost”, is now reported in “Expenses paid” to improve the comparability between the periods.

 

6.

Income Taxes

The Company recorded income tax expense of $53.7$38.3 million for the three months ended June 30, 2019,March 31, 2020, or 21.8%35.8% of pre-tax income, compared to $44.6$36.2 million, or 22.6%21.9% of pre-tax income, for the three months ended June 30, 2018. As a result of the Tax Reform Act, results for the three months ended June 30, 2019 were subject to a federal income tax rate of 21% versus the 24.5% blended rate applicable to results for the three months ended June 30, 2018.March 31, 2019. Results for the three months ended June 30,March 31, 2020 were unfavorably impacted by $11.1 million of net discrete tax charges, including an $11.4 million charge related to a valuation allowance recorded against certain foreign net deferred tax assets in Europe and a $1.2 million benefit related to employee stock-based compensation payments. Results for the three months ended March 31, 2019 were favorably impacted by $1.2$0.2 million of net discrete tax benefits, including a $0.4$1.5 million benefit related to the fiscal 2018 federal provision-to-return adjustment,receiving tax incentives in a $0.4 million benefit for the expiration of foreign tax statutes of limitationsjurisdiction and a $0.3$1.3 million benefit related to employee share-based payments. Results for the three months ended June 30, 2018 were favorably impacted by $2.9 million of net discrete tax benefits, including a $4.2 million tax benefit related to state tax matters, a $2.2 million net tax benefit related to adjustments to provisional amounts recorded for the Tax Reform Act, and a $0.6 million tax benefit due to a provision-to-return adjustment on the Company’s 2017 federal income tax return, offset in part by a $4.0 million tax charge related to remeasuring deferred tax assets and liabilities in response to a corporate tax rate change in a foreign provision-to-return adjustment.jurisdiction.

The Company recorded income tax expense of $129.6$59.0 million for the ninesix months ended June 30, 2019,March 31, 2020, or 23.2%28.9% of pre-tax income, compared to $85.5$75.9 million, or 21.1%24.3% of pre-tax income, for the ninesix months ended June 30, 2018. Due to the Tax Reform Act, results for the nine months ended June 30, 2019 were subject to a federal income tax rate of 21% versus the 24.5% blended rate applicable to results for the nine months ended June 30, 2018.March 31, 2019. Results for the ninesix months ended June 30, 2019March 31, 2020 were unfavorably impacted by $5.9$10.0 million of net discrete tax charges, including $4.6an $11.4 million charge related to a valuation allowance recorded against certain foreign net deferred tax assets in Europe and a $2.7 million benefit related to employee stock-based compensation payments. Results for the six months ended March 31, 2019 were unfavorably impacted by $7.1 million of net discrete tax charges, including $6.2 million of tax charges related to uncertain tax position reserves, a $1.5 million tax benefit related to receiving tax incentives in a foreign jurisdiction, a $1.3 million charge related to remeasuring deferred tax assets and liabilities in response to a corporate tax rate change in a foreign jurisdiction a $1.4 million tax benefit related to employee share-based payments and a $1.9$0.8 million charge related to adjustments to the repatriation tax required under the U.S. Tax ReformCuts and Jobs Act. Results for the nine months ended June 30, 2018 were favorably impacted by net discrete tax benefits of $14.3 million, including $4.5 million of tax benefits related to employee share-based payments, a $8.7 million net tax benefit related to the Tax Reform Act and a $4.3 million tax benefit related to state tax matters, offset in part by a $4.0 million tax charge related to a foreign provision-to-return adjustment.

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On December 22, 2017, the Tax Reform Act was signed into law by President Trump. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018, while also repealing the deduction for domestic production activities, implementing a territorial tax system, imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries (the “Transition Tax”), and creating new taxes on certain foreign-sourced earnings. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted. The U.S. Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 118, which provided guidance on how to account for the effects of the Tax Reform Act under ASC 740, Income Taxes. SAB No. 118 enabled companies to record a provisional amount for the effects for the Tax Reform Act based on a reasonable estimate, subject to adjustment during a measurement period of up to one year.

The Company recorded a tax benefit of $30.2 million during fiscal 2018 as a result of the remeasurement of deferred tax assets and liabilities required as a result of the Tax Reform Act, which completed the Company’s remeasurement of deferred taxes under the Tax Reform Act. To-date, the Company has recorded net total expense of $19.9 million with respect to the Transition Tax.

The Company’s liability for gross unrecognized tax benefits, excluding related interest and penalties, was $88.3$106.5 million and $33.7$97.3 million as of June 30, 2019March 31, 2020 and September 30, 2018,2019, respectively. Included in the Company’s June 30, 2019 liability for gross unrecognized tax benefits are $5.0 million of reserves related to the Transition Tax liability and a $50.0 million reserve recorded with respect to a temporary deferred position that the Company anticipates taking on its fiscal year 2019 federal income tax return. As of June 30, 2019,March 31, 2020, net unrecognized tax benefits, excluding interest and penalties, of $23.9$21.7 million would affect the Company’s net income if recognized.

The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits in the “Provision for income taxes” in the Condensed Consolidated Statements of Income. During the ninesix months ended June 30,March 31, 2020 and 2019, and 2018, the Company recognized ana benefit of $0.7 million and expense of $0.6 million and benefit of $1.3 million, respectively, related to interest and penalties. At June 30, 2019,March 31, 2020, the Company had accruals for the payment of interest and penalties of $5.8$5.1 million. During the next twelve months, it is reasonably possible that federal, state and foreign tax audit resolutions could reduce net unrecognized tax benefits by approximately $7.0$7.3 million because the Company’s tax positions are sustained on audit, the Company agrees to their disallowance or the statutes of limitations close.

7.

Earnings Per Share

The reconciliation of basic weighted-average shares outstanding to diluted weighted-average shares outstanding was as follows:

 

 

Three Months Ended

June 30,

 

 

Nine Months Ended

June 30,

 

 

Three Months Ended

March 31,

 

 

Six Months Ended

March 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Basic weighted-average common shares outstanding

 

 

69,578,310

 

 

 

73,768,372

 

 

 

70,367,061

 

 

 

74,379,512

 

 

 

68,281,213

 

 

 

70,042,761

 

 

 

68,189,216

 

 

 

70,761,437

 

Dilutive stock options and other equity-based compensation awards

 

 

800,981

 

 

 

892,146

 

 

 

717,450

 

 

 

1,015,863

 

 

 

590,811

 

 

 

714,033

 

 

 

717,059

 

 

 

675,685

 

Diluted weighted-average common shares outstanding

 

 

70,379,291

 

 

 

74,660,518

 

 

 

71,084,511

 

 

 

75,395,375

 

 

 

68,872,024

 

 

 

70,756,794

 

 

 

68,906,275

 

 

 

71,437,122

 

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Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Options not included in the computation of diluted earnings per share attributable to common shareholders because they would have been anti-dilutive were as follows:

 

 

 

Three Months Ended

June 30,

 

 

Nine Months Ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Stock options

 

 

237,265

 

 

 

248,975

 

 

 

596,351

 

 

 

254,883

 

 

 

Three Months Ended

March 31,

 

 

Six Months Ended

March 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Stock options

 

 

511,881

 

 

 

608,698

 

 

 

514,069

 

 

 

775,894

 

8.

Receivables

Receivables consisted of the following (in millions):

 

 

March 31,

2020

 

 

September 30,

2019

 

Trade receivables - U.S. government

 

$

129.9

 

 

$

61.8

 

Trade receivables - other

 

 

717.2

 

 

 

997.7

 

Finance receivables

 

 

45.2

 

 

 

13.1

 

Notes receivable

 

 

 

 

 

0.4

 

Other receivables

 

 

31.9

 

 

 

32.0

 

 

 

 

924.2

 

 

 

1,105.0

 

Less allowance for doubtful accounts

 

 

(13.0

)

 

 

(11.3

)

 

 

$

911.2

 

 

$

1,093.7

 

 

Classification of receivables in the Condensed Consolidated Balance Sheets consisted of the following (in millions):

16

 

 

March 31,

2020

 

 

September 30,

2019

 

Current receivables

 

$

873.8

 

 

$

1,082.3

 

Long-term receivables

 

 

37.4

 

 

 

11.4

 

 

 

$

911.2

 

 

$

1,093.7

 

Changes in the Company’s allowance for doubtful accounts by type of receivable were as follows (in millions):

 

 

Three Months Ended March 31, 2020

 

 

Three Months Ended March 31, 2019

 

 

 

Finance Receivables

 

 

Notes

Receivable

 

 

Trade and

Other Receivables

 

 

Total

 

 

Finance Receivables

 

 

Notes

Receivable

 

 

Trade and

Other Receivables

 

 

Total

 

Allowance at beginning of period

 

$

2.0

 

 

$

0.4

 

 

$

7.3

 

 

$

9.7

 

 

$

2.7

 

 

$

 

 

$

7.8

 

 

$

10.5

 

Provision for doubtful accounts, net of recoveries

 

 

1.1

 

 

 

 

 

 

2.8

 

 

 

3.9

 

 

 

(0.3

)

 

 

 

 

 

1.1

 

 

 

0.8

 

Charge-off of accounts

 

 

 

 

 

(0.4

)

 

 

(0.2

)

 

 

(0.6

)

 

 

 

 

 

 

 

 

(0.1

)

 

 

(0.1

)

Allowance at end of period

 

$

3.1

 

 

$

 

 

$

9.9

 

 

$

13.0

 

 

$

2.4

 

 

$

 

 

$

8.8

 

 

$

11.2

 

 

 

Six Months Ended March 31, 2020

 

 

Six Months Ended March 31, 2019

 

 

 

Finance Receivables

 

 

Notes

Receivable

 

 

Trade and

Other Receivables

 

 

Total

 

 

Finance Receivables

 

 

Notes

Receivable

 

 

Trade and

Other Receivables

 

 

Total

 

Allowance at beginning of period

 

$

2.2

 

 

$

0.4

 

 

$

8.7

 

 

$

11.3

 

 

$

2.8

 

 

$

 

 

$

7.1

 

 

$

9.9

 

Provision for doubtful accounts, net of recoveries

 

 

0.9

 

 

 

 

 

 

1.4

 

 

 

2.3

 

 

 

(0.4

)

 

 

 

 

 

1.8

 

 

 

1.4

 

Charge-off of accounts

 

 

 

 

 

(0.4

)

 

 

(0.2

)

 

 

(0.6

)

 

 

 

 

 

 

 

 

(0.1

)

 

 

(0.1

)

Allowance at end of period

 

$

3.1

 

 

$

 

 

$

9.9

 

 

$

13.0

 

 

$

2.4

 

 

$

 

 

$

8.8

 

 

$

11.2

 

14


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

8.

Receivables

Receivables consisted of the following (in millions):

 

 

June 30,

2019

 

 

September 30,

2018

 

Trade receivables - U.S. government

 

$

88.8

 

 

$

156.3

 

Trade receivables - other

 

 

1,146.2

 

 

 

1,089.4

 

Finance receivables

 

 

12.4

 

 

 

11.7

 

Notes receivable

 

 

0.5

 

 

 

1.4

 

Other receivables

 

 

38.2

 

 

 

48.6

 

 

 

 

1,286.1

 

 

 

1,307.4

 

Less allowance for doubtful accounts

 

 

(11.5

)

 

 

(9.9

)

 

 

$

1,274.6

 

 

$

1,297.5

 

Classification of receivables in the Condensed Consolidated Balance Sheets consisted of the following (in millions):

 

 

June 30,

2019

 

 

September 30,

2018

 

Current receivables

 

$

1,263.9

 

 

$

1,286.2

 

Long-term receivables

 

 

10.7

 

 

 

11.3

 

 

 

$

1,274.6

 

 

$

1,297.5

 

Finance and notes receivable accrual status consisted of the following (in millions):

 

 

Finance Receivables

 

 

Notes Receivable

 

 

 

June 30,

2019

 

 

September 30,

2018

 

 

June 30,

2019

 

 

September 30,

2018

 

Receivables on nonaccrual status

 

$

2.6

 

 

$

10.2

 

 

$

 

 

$

 

Receivables past due 90 days or more and still accruing

 

 

 

 

 

 

 

 

 

 

 

 

Receivables subject to general reserves

 

 

9.3

 

 

 

1.5

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

 

(0.1

)

 

 

 

 

 

 

 

 

 

Receivables subject to specific reserves

 

 

3.1

 

 

 

10.2

 

 

 

0.5

 

 

 

1.4

 

Allowance for doubtful accounts

 

 

(2.2

)

 

 

(2.8

)

 

 

 

 

 

 

Finance Receivables: Finance receivables represent sales-type leases resulting from the sale of the Company’s products and the purchase of finance receivables from lenders pursuant to customer defaults under program agreements with finance companies. As of June 30, 2019, approximately 78% of the outstanding finance receivables balance was due from four parties. Finance receivables originated by the Company generally include a residual value component. Residual values are determined based on the expectation that the underlying equipment will have a minimum fair market value at the end of the lease term. This residual value accrues to the Company at the end of the lease. The Company uses its experience and knowledge as an original equipment manufacturer and participant in end markets for the related products along with third-party studies to estimate residual values. The Company monitors these values for impairment on a periodic basis and reflects any resulting reductions in value in current earnings.

Delinquency is the primary indicator of credit quality of finance receivables. The Company maintains a general allowance for finance receivables considered doubtful of future collection based upon historical experience. Additional allowances are established based upon the Company’s perception of the quality of the finance receivables, including the length of time the receivables are past due, past experience of collectability and underlying economic conditions. In circumstances where the Company believes collectability is no longer reasonably assured, a specific allowance is recorded to reduce the net recognized receivable to the amount reasonably expected to be collected. Finance receivables are written off if management determines that the specific borrower does not have the ability to repay the loan amounts due in full. The terms of the finance agreements generally give the Company the ability to take possession of the underlying collateral. The Company may incur losses in excess of recorded allowances if the financial condition of its customers were to deteriorate or the full amount of any anticipated proceeds from the sale of the collateral supporting its customers’ financial obligations is not realized.

17


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Notes Receivable: Notes receivable include amounts related to refinancing of trade accounts and finance receivables. The Company routinely evaluates the creditworthiness of its customers and establishes reserves where the Company believes collectability is no longer reasonably assured. Certain notes receivable are collateralized by a security interest in the underlying assets and/or other assets owned by the debtor. The Company may incur losses in excess of recorded allowances if the financial condition of its customers were to deteriorate or the full amount of any anticipated proceeds from the sale of the collateral supporting its customers’ financial obligations is not realized.

Quality of Finance and Notes Receivable: The Company does not accrue interest income on finance and notes receivable in circumstances where the Company believes collectability is no longer reasonably assured. Any cash payments received on nonaccrual finance and notes receivable are applied first to the principal balances. The Company does not resume accrual of interest income until the customer has shown that it is capable of meeting its financial obligations by making timely payments over a sustained period of time. The Company determines past due or delinquency status based upon the due date of the receivable.

Receivables subject to specific reserves also include loans that the Company has modified in troubled debt restructurings as a concession to customers experiencing financial difficulty. To minimize the economic loss, the Company may modify certain finance and notes receivable. Modifications generally consist of restructured payment terms and time frames in which no payments are required. Losses on troubled debt restructurings were not significant during the three and nine months ended June 30, 2019 and 2018.

Changes in the Company’s allowance for doubtful accounts by type of receivable were as follows (in millions):

 

 

Three Months Ended June 30, 2019

 

 

Three Months Ended June 30, 2018

 

 

 

Finance

 

 

Notes

 

 

Trade

and

Other

 

 

Total

 

 

Finance

 

 

Notes

 

 

Trade

and

Other

 

 

Total

 

Allowance at beginning of period

 

$

2.4

 

 

$

 

 

$

8.8

 

 

$

11.2

 

 

$

1.7

 

 

$

3.8

 

 

$

7.4

 

 

$

12.9

 

Provision for doubtful accounts, net of recoveries

 

 

(0.1

)

 

 

 

 

 

0.5

 

 

 

0.4

 

 

 

0.2

 

 

 

0.2

 

 

 

(0.4

)

 

 

 

Charge-off of accounts

 

 

 

 

 

 

 

 

(0.1

)

 

 

(0.1

)

 

 

 

 

 

(3.7

)

 

 

(0.1

)

 

 

(3.8

)

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.3

)

 

 

(0.1

)

 

 

(0.4

)

Allowance at end of period

 

$

2.3

 

 

$

 

 

$

9.2

 

 

$

11.5

 

 

$

1.9

 

 

$

 

 

$

6.8

 

 

$

8.7

 

 

 

Nine Months Ended June 30, 2019

 

 

Nine Months Ended June 30, 2018

 

 

 

Finance

 

 

Notes

 

 

Trade

and

Other

 

 

Total

 

 

Finance

 

 

Notes

 

 

Trade

and

Other

 

 

Total

 

Allowance at beginning of period

 

$

2.8

 

 

$

 

 

$

7.1

 

 

$

9.9

 

 

$

1.5

 

 

$

10.0

 

 

$

6.8

 

 

$

18.3

 

Provision for doubtful accounts, net of recoveries

 

 

(0.5

)

 

 

 

 

 

2.3

 

 

 

1.8

 

 

 

0.4

 

 

 

(8.3

)

 

 

0.4

 

 

 

(7.5

)

Charge-off of accounts

 

 

 

 

 

 

 

 

(0.2

)

 

 

(0.2

)

 

 

 

 

 

(1.7

)

 

 

(0.3

)

 

 

(2.0

)

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.1

)

 

 

(0.1

)

Allowance at end of period

 

$

2.3

 

 

$

 

 

$

9.2

 

 

$

11.5

 

 

$

1.9

 

 

$

 

 

$

6.8

 

 

$

8.7

 

9.

Inventories

Inventories consisted of the following (in millions):

 

 

June 30,

2019

 

 

September 30,

2018

 

 

March 31,

2020

 

 

September 30,

2019

 

Raw materials

 

$

735.3

 

 

$

639.2

 

 

$

724.6

 

 

$

676.0

 

Partially finished products

 

 

275.0

 

 

 

354.3

 

 

 

330.5

 

 

 

244.2

 

Finished products

 

 

454.4

 

 

 

330.2

 

 

 

708.0

 

 

 

433.0

 

Inventories at FIFO cost

 

 

1,464.7

 

 

 

1,323.7

 

 

 

1,763.1

 

 

 

1,353.2

 

Less: Excess of FIFO cost over LIFO cost

 

 

(103.3

)

 

 

(96.0

)

 

 

(107.2

)

 

 

(104.0

)

 

$

1,361.4

 

 

$

1,227.7

 

 

$

1,655.9

 

 

$

1,249.2

 

Due to the adoption of ASC 606, certain contracts in the defense and commercial segments are now recognized on the cost-to-cost method of percentage-of-completion. “Partially finished products” under these contracts are now recognized as “Unbilled receivables, net” on the Company’s Condensed Consolidated Balance Sheets.

18


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

10.

Property, Plant and Equipment

Property, plant and equipment consisted of the following (in millions):

 

 

June 30,

2019

 

 

September 30,

2018

 

 

March 31,

2020

 

 

September 30,

2019

 

Land and land improvements

 

$

54.8

 

 

$

54.2

 

 

$

62.8

 

 

$

55.8

 

Buildings

 

 

310.4

 

 

 

297.6

 

 

 

363.5

 

 

 

325.8

 

Machinery and equipment

 

 

682.0

 

 

 

673.0

 

 

 

718.7

 

 

 

701.0

 

Software and related costs

 

 

176.5

 

 

 

164.4

 

 

 

165.8

 

 

 

181.2

 

Equipment on operating lease to others

 

 

37.5

 

 

 

22.1

 

 

 

20.0

 

 

 

39.5

 

Construction in progress

 

 

39.8

 

 

 

11.4

 

 

 

25.6

 

 

 

57.6

 

 

 

1,301.0

 

 

 

1,222.7

 

 

 

1,356.4

 

 

 

1,360.9

 

Less accumulated depreciation

 

 

(785.5

)

 

 

(741.6

)

 

 

(804.7

)

 

 

(787.3

)

 

$

515.5

 

 

$

481.1

 

 

$

551.7

 

 

$

573.6

 

 

Depreciation expense was $19.1$20.4 million and $20.0$18.7 million for the three months ended June 30,March 31, 2020 and 2019, and 2018, respectively. Depreciation expense was $56.9$40.7 million and $60.0$37.8 million for the ninesix months ended June 30,March 31, 2020 and 2019, and 2018, respectively. Capitalized interest was insignificant for all reported periods.

Equipment on operating lease to others represents the cost of equipment shipped to customers for whom the Company has guaranteed the residual value and equipment on short-term leases. These transactions are accounted for as operating leases with the related assets capitalized and depreciated over their estimated economic lives of five to ten years. Cost less accumulated depreciation for equipment on operating lease at June 30, 2019March 31, 2020 and September 30, 20182019 was $30.3$17.9 million and $17.2$31.3 million, respectively.

11.Goodwill and Purchased Intangible Assets

Goodwill and Purchased Intangible Assets

Goodwill and other indefinite-lived intangible assets are not amortized but are reviewed for impairment annually or more frequently if potential interim indicators exist that could result in impairment. The Company performs its annual impairment test in the fourth quarter of its fiscal year.

15


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents changes in goodwill during the ninesix months ended June 30, 2019March 31, 2020 (in millions):


 

 

Access

equipment

 

 

Fire &

emergency

 

 

Commercial

 

 

Total

 

Net goodwill at September 30, 2018

 

$

880.9

 

 

$

106.1

 

 

$

20.9

 

 

$

1,007.9

 

Foreign currency translation

 

 

(4.1

)

 

 

 

 

 

(0.1

)

 

 

(4.2

)

Net goodwill at June 30, 2019

 

$

876.8

 

 

$

106.1

 

 

$

20.8

 

 

$

1,003.7

 

 

 

Access

equipment

 

 

Fire &

emergency

 

 

Commercial

 

 

Total

 

Net goodwill at September 30, 2019

 

$

868.8

 

 

$

106.1

 

 

$

20.8

 

 

$

995.7

 

Foreign currency translation

 

 

0.3

 

 

 

 

 

 

(0.1

)

 

 

0.2

 

Net goodwill at March 31, 2020

 

$

869.1

 

 

$

106.1

 

 

$

20.7

 

 

$

995.9

 

 

The following table presents details of the Company’s goodwill allocated to the reportable segments (in millions):

 

 

June 30, 2019

 

 

September 30, 2018

 

 

March 31, 2020

 

 

September 30, 2019

 

 

Gross

 

 

Accumulated

Impairment

 

 

Net

 

 

Gross

 

 

Accumulated

Impairment

 

 

Net

 

 

Gross

 

 

Accumulated

Impairment

 

 

Net

 

 

Gross

 

 

Accumulated

Impairment

 

 

Net

 

Access equipment

 

$

1,808.9

 

 

$

(932.1

)

 

$

876.8

 

 

$

1,813.0

 

 

$

(932.1

)

 

$

880.9

 

 

$

1,801.2

 

 

$

(932.1

)

 

$

869.1

 

 

$

1,800.9

 

 

$

(932.1

)

 

$

868.8

 

Fire & emergency

 

 

108.1

 

 

 

(2.0

)

 

 

106.1

 

 

 

108.1

 

 

 

(2.0

)

 

 

106.1

 

 

 

108.1

 

 

 

(2.0

)

 

 

106.1

 

 

 

108.1

 

 

 

(2.0

)

 

 

106.1

 

Commercial

 

 

196.7

 

 

 

(175.9

)

 

 

20.8

 

 

 

196.8

 

 

 

(175.9

)

 

 

20.9

 

 

 

196.6

 

 

 

(175.9

)

 

 

20.7

 

 

 

196.7

 

 

 

(175.9

)

 

 

20.8

 

 

$

2,113.7

 

 

$

(1,110.0

)

 

$

1,003.7

 

 

$

2,117.9

 

 

$

(1,110.0

)

 

$

1,007.9

 

 

$

2,105.9

 

 

$

(1,110.0

)

 

$

995.9

 

 

$

2,105.7

 

 

$

(1,110.0

)

 

$

995.7

 

 

19Details of the Company’s total purchased intangible assets are as follows (in millions):

 

 

March 31, 2020

 

 

 

Weighted-

Average

Life (in years)

 

 

Gross

 

 

Accumulated

Amortization

 

 

Net

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution network

 

 

39.1

 

 

$

55.4

 

 

$

(33.1

)

 

$

22.3

 

Technology-related

 

 

11.9

 

 

 

104.7

 

 

 

(102.9

)

 

 

1.8

 

Customer relationships

 

 

12.8

 

 

 

554.8

 

 

 

(544.0

)

 

 

10.8

 

Other

 

 

16.1

 

 

 

16.4

 

 

 

(15.0

)

 

 

1.4

 

 

 

 

14.7

 

 

 

731.3

 

 

 

(695.0

)

 

 

36.3

 

Non-amortizable trade names

 

 

 

 

 

 

387.6

 

 

 

 

 

 

387.6

 

 

 

 

 

 

 

$

1,118.9

 

 

$

(695.0

)

 

$

423.9

 

 

 

September 30, 2019

 

 

 

Weighted-

Average

Life (in years)

 

Gross

 

 

Accumulated

Amortization

 

 

Net

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution network

 

39.1

 

$

55.4

 

 

$

(32.3

)

 

$

23.1

 

Technology-related

 

11.9

 

 

104.7

 

 

 

(102.6

)

 

 

2.1

 

Customer relationships

 

12.8

 

 

554.8

 

 

 

(536.8

)

 

 

18.0

 

Other

 

16.1

 

 

16.3

 

 

 

(14.9

)

 

 

1.4

 

 

 

14.7

 

 

731.2

 

 

 

(686.6

)

 

 

44.6

 

Non-amortizable trade names

 

 

 

 

387.7

 

 

 

 

 

 

387.7

 

 

 

 

 

$

1,118.9

 

 

$

(686.6

)

 

$

432.3

 

The estimated future amortization expense of purchased intangible assets for the remainder of fiscal 2020 and the five years succeeding September 30, 2020 are as follows: 2020 (remaining six months) - $2.7 million; 2021 - $5.3 million; 2022 - $4.9 million; 2023 - $3.5 million; 2024 - $1.7 million; and 2025 - $1.5 million.

16


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Details

12.

Leases

The Company leases certain real estate, information technology equipment, warehouse equipment, vehicles and other equipment almost exclusively through operating leases. The Company determines whether an arrangement contains a lease at inception. A lease liability and corresponding ROU asset are recognized for qualifying leased assets based on the present value of fixed and certain index based lease payments at lease commencement. Variable payments, which are generally determined based on the usage rate of the underlying asset, are excluded from the present value of lease payments and are recognized in the period in which the payment is made. To determine the present value of lease payments, the Company uses the stated interest rate in the lease, when available, or more commonly a secured incremental borrowing rate that reflects risk, term and economic environment in which the lease is denominated. The incremental borrowing rate is determined using a portfolio approach based on the current rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company has elected not to separate payments for lease components from payments for non-lease components in contracts that contain both components. Lease agreements may include options to extend or terminate the lease. Those options that are reasonably certain of exercise at lease commencement have been included in the term of the lease used to recognize the ROU assets and lease liabilities. The lease term of the Company’s total purchased intangiblereal estate and equipment leases extend up to 29 years and 16 years, respectively. The Company has elected not to recognize ROU assets or lease liabilities for leases with a term of twelve months or less. Expense is recognized on a straight-line basis over the lease term for operating leases. The Company’s finance leases are not significant.

The components of lease costs were as follows (in millions):

 

 

Three Months Ended

March 31, 2020

 

 

Six Months Ended

March 31, 2020

 

Operating lease cost

 

$

15.0

 

 

$

28.8

 

Variable lease cost

 

 

4.7

 

 

 

8.5

 

Short-term lease cost

 

 

0.7

 

 

 

1.8

 

Supplemental information related to operating leases was as follows (in millions):

 

 

Balance Sheet Classification

 

March 31,

2020

 

Operating leases

 

 

 

 

 

 

Lease ROU assets

 

Other long-term assets

 

$

177.3

 

Current lease liabilities

 

Other current liabilities

 

 

48.9

 

Long-term lease liabilities

 

Other long-term liabilities

 

 

131.2

 

 

 

 

 

 

 

 

Weighted average remaining lease term

 

 

 

6 years

 

 

 

 

 

 

 

 

Weighted average discount rates

 

 

 

 

3.0

%


17


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The table below presents the ROU asset balance for operating leases disaggregated by segment and type of lease (in millions):

 

 

March 31, 2020

 

 

 

Access equipment

 

 

Defense

 

 

Fire &

emergency

 

 

Commercial

 

 

Corporate and

intersegment

eliminations

 

 

Total

 

Real estate leases

 

$

76.1

 

 

$

29.8

 

 

$

7.7

 

 

$

20.2

 

 

$

8.5

 

 

$

142.3

 

Equipment leases

 

 

9.0

 

 

 

5.4

 

 

 

2.9

 

 

 

2.7

 

 

 

15.0

 

 

 

35.0

 

 

 

$

85.1

 

 

$

35.2

 

 

$

10.6

 

 

$

22.9

 

 

$

23.5

 

 

$

177.3

 

Maturities of operating lease liabilities at March 31, 2020 and minimum payments for operating leases (under ASC 842) having initial or remaining non-cancelable terms in excess of one year were as follows (in millions):

Amounts due in

 

 

 

 

Remaining six months of 2020

 

$

27.2

 

2021

 

 

46.5

 

2022

 

 

33.1

 

2023

 

 

24.8

 

2024

 

 

16.6

 

2025

 

 

12.5

 

Thereafter

 

 

35.3

 

Total lease payments

 

 

196.0

 

Less: imputed interest

 

 

(15.9

)

Present value of lease liability

 

$

180.1

 

At September 30, 2019, future minimum operating lease payments (under ASC 840) were as follows (in millions):

 

 

 

June 30, 2019

 

 

 

Weighted-

Average

Life (in years)

 

Gross

 

 

Accumulated

Amortization

 

 

Net

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution network

 

39.1

 

$

55.4

 

 

$

(32.0

)

 

$

23.4

 

Technology-related

 

11.9

 

 

104.7

 

 

 

(102.4

)

 

 

2.3

 

Customer relationships

 

12.8

 

 

554.8

 

 

 

(528.1

)

 

 

26.7

 

Other

 

16.2

 

 

16.4

 

 

 

(14.9

)

 

 

1.5

 

 

 

14.7

 

 

731.3

 

 

 

(677.4

)

 

 

53.9

 

Non-amortizable trade names

 

 

 

 

387.7

 

 

 

 

 

 

387.7

 

 

 

 

 

$

1,119.0

 

 

$

(677.4

)

 

$

441.6

 

 

 

September 30, 2018

 

 

 

Weighted-

Average

Life (in years)

 

Gross

 

 

Accumulated

Amortization

 

 

Net

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution network

 

39.1

 

$

55.4

 

 

$

(30.9

)

 

$

24.5

 

Technology-related

 

11.9

 

 

104.7

 

 

 

(101.8

)

 

 

2.9

 

Customer relationships

 

12.8

 

 

555.0

 

 

 

(502.3

)

 

 

52.7

 

Other

 

16.2

 

 

16.4

 

 

 

(14.8

)

 

 

1.6

 

 

 

14.7

 

 

731.5

 

 

 

(649.8

)

 

 

81.7

 

Non-amortizable trade names

 

 

 

 

387.7

 

 

 

 

 

 

387.7

 

 

 

 

 

$

1,119.2

 

 

$

(649.8

)

 

$

469.4

 

Amounts due in

 

 

 

 

2020

 

$

34.0

 

2021

 

 

26.7

 

2022

 

 

15.9

 

2023

 

 

11.3

 

2024

 

 

7.1

 

Thereafter

 

 

11.7

 

 

The estimated future amortization expense of purchased intangible assets for the remainder of fiscal 2019 and the five years succeeding September 30, 2019 are as follows: 2019 (remaining three months) - $9.2 million; 2020 - $11.0 million; 2021 - $5.3 million; 2022 - $4.9 million; 2023 - $3.5 million; and 2024 - $1.7 million.

13.12.

Credit Agreements

The Company was obligated under the following debt instruments (in millions):

 

 

June 30, 2019

 

 

March 31, 2020

 

 

Principal

 

 

Debt Issuance Costs

 

 

Debt, Net

 

 

Principal

 

 

Debt Issuance Costs

 

 

Debt, Net

 

Senior Term Loan

 

$

275.0

 

 

$

(0.7

)

 

$

274.3

 

 

$

225.0

 

 

$

(0.4

)

 

$

224.6

 

5.375% Senior Notes due March 2025

 

 

250.0

 

 

 

(2.1

)

 

 

247.9

 

4.600% Senior Notes due May 2028

 

 

300.0

 

 

 

(3.5

)

 

 

296.5

 

 

 

300.0

 

 

 

(3.2

)

 

 

296.8

 

3.100% Senior Notes due March 2030

 

 

300.0

 

 

 

(4.0

)

 

 

296.0

 

 

$

825.0

 

 

$

(6.3

)

 

$

818.7

 

 

$

825.0

 

 

$

(7.6

)

 

$

817.4

 

 

 

 

 

 

 

 

 

 

 

 

 

Other short-term debt

 

 

 

 

 

 

 

 

 

$

4.9

 

18


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

September 30, 2018

 

 

September 30, 2019

 

 

Principal

 

 

Debt Issuance Costs

 

 

Debt, Net

 

 

Principal

 

 

Debt Issuance Costs

 

 

Debt, Net

 

Senior Term Loan

 

$

275.0

 

 

$

(0.8

)

 

$

274.2

 

 

$

275.0

 

 

$

(0.6

)

 

$

274.4

 

5.375% Senior Notes due March 2025

 

 

250.0

 

 

 

(2.4

)

 

 

247.6

 

 

 

250.0

 

 

 

(2.0

)

 

 

248.0

 

4.600% Senior Notes due May 2028

 

 

300.0

 

 

 

(3.8

)

 

 

296.2

 

 

 

300.0

 

 

 

(3.4

)

 

 

296.6

 

 

$

825.0

 

 

$

(7.0

)

 

$

818.0

 

 

$

825.0

 

 

$

(6.0

)

 

$

819.0

 

 

On April 3, 2018, the Company entered into a Second Amended and Restated Credit Agreement with various lenders (the “Credit Agreement”). The Credit Agreement provides for (i) an unsecured revolving credit facility (the “Revolving Credit Facility”) that matures in April 2023 with an initial maximum aggregate amount of availability of $850 million and (ii) an unsecured $325 million term loan (the “Term Loan”) due in quarterly principal installments of $4.1 million commencing September 30, 2019 with a balloon payment of $264.1 million due at maturity in April 2023. During fiscal 2018, theThe Company has prepaid all required quarterly principal installments and $39.1 million of the balloon payment on the Term Loan through June 2022. Loan.

At June 30, 2019,March 31, 2020, outstanding letters of credit of $65.8$62.2 million reduced available capacity under the Revolving Credit Facility to $784.2$787.8 million.

20


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Under the Credit Agreement, the Company is obligated to pay (i) an unused commitment fee ranging from 0.125% to 0.275% per annum of the average daily unused portion of the aggregate revolving credit commitments under the Credit Agreement and (ii) a fee ranging from 0.563% to 1.75% per annum of the maximum amount available to be drawn for each letter of credit issued and outstanding under the Credit Agreement.

Borrowings under the Credit Agreement bear interest at a variable rate equal to (i) LIBOR plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied, or (ii) for dollar-denominated loans only, the base rate (which is the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate plus 0.50% or (c) the sum of 1% plus one-month LIBOR) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied. At June 30, 2019,March 31, 2020, the interest spread on the Revolving Credit Facility and Term Loan was 125 basis points. The weighted-average interest rate on borrowings outstanding under the Term Loan at June 30, 2019March 31, 2020 was 3.65%2.24%.

The Credit Agreement contains various restrictions and covenants, including requirements that the Company maintain certain financial ratios at prescribed levels and restrictions, subject to certain exceptions, on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, incur additional indebtedness, and dispose of assets and consummate acquisitions.substantially all assets.

The Credit Agreement contains the following financial covenants:

 

Leverage Ratio: A maximum leverage ratio (defined as, with certain adjustments, the ratio of the Company’s consolidated indebtedness to consolidated net income before interest, taxes, depreciation, amortization, non-cash charges and certain other items (EBITDA)) as of the last day of any fiscal quarter of 3.75 to 1.00.

 

Interest Coverage Ratio: A minimum interest coverage ratio (defined as, with certain adjustments, the ratio of the Company’s consolidated EBITDA to the Company’s consolidated cash interest expense) as of the last day of any fiscal quarter of 2.50 to 1.00.

With certain exceptions, the Credit Agreement limits the ability of the Company to pay dividends and other distributions, including repurchases of shares of its Common Stock. However, so long as no event of default exists under the Credit Agreement or would result from such payment, the Company may pay dividends and other distributions after April 3, 2018, in an aggregate amount not exceeding the sum of:

i.

$1.46 billion;

ii.

50% of the consolidated net income of the Company and its subsidiaries (or if such consolidated net income is a deficit, minus 100% of such deficit), accrued on a cumulative basis during the period beginning on April 3, 2018 and ending on the last day of the fiscal quarter immediately preceding the date of the applicable proposed dividend or distribution; and

iii.

100% of the aggregate net proceeds received by the Company subsequent to April 3, 2018 either as a contribution to its common equity capital or from the issuance and sale of its Common Stock.

The Company was in compliance with the financial covenants contained in the Credit Agreement as of June 30, 2019.March 31, 2020.


19


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In March 2015, the Company issued $250.0 million of 5.375% unsecured senior notes due March 1, 2025 (the “2025 Senior Notes”). The proceeds of the note issuance were used to repay existing outstanding notes of the Company. OnIn May 17, 2018, the Company issued $300.0 million of 4.600% unsecured senior notes due May 15, 2028 (the “2028 Senior Notes”). The Company used the net proceeds from the sale of the 2028 Senior Notes to repay certain outstanding notes of the Company and to pre-pay $49.2 million of quarterly principal installment payments under the Term Loan. On February 26, 2020, the Company issued $300.0 million of 3.100% unsecured senior notes due March 1, 2030 (the “2030 Senior Notes”) at a discount of $1.2 million. The Company used a portion of the net proceeds from the sale of the 2030 Senior Notes to redeem all of the outstanding 2025 Senior Notes. The Company used the remaining net proceeds to pre-pay all outstanding future quarterly principal installments, as well as pay down a portion of the balloon payment due at maturity on the Term Loan. The Company recognized approximately $8.5 million of expense associated with the Senior Notes transaction, comprised of unamortized debt issuance costs and call premium costs on the 2025 Senior Notes. Expenses related to the transaction are included in interest expense. Additionally, approximately $2.9 million of debt issuance costs were capitalized to long-term debt in connection with the transaction. The 2028 Senior Notes and the 20282030 Senior Notes were issued pursuant to separate indenturesan indenture (the “Indentures”“Indenture”) between the Company and a trustee. The Indentures containIndenture contains customary affirmative and negative covenants. The Company has the option to redeem the 2025 Senior Notes for a premium after March 1, 2020. The Company has the option to redeem the 2028 and 2030 Senior Notes at any time for a premium.

In September 2019, the Company entered into a 220.0 million Chinese renminbi uncommitted line of credit to provide short-term finance support to operations in China. There was 35.0 million Chinese renminbi ($4.9 million) outstanding on the uncommitted line of credit at March 31, 2020. The line of credit carries a variable interest rate that is set by the lender, which was 3.5% at March 31, 2020.

The fair value of the long-term debt is estimated based upon Level 2 inputs to reflect market rate of the Company’s debt. At June 30, 2019,March 31, 2020, the fair value of the 20252028 Senior Notes and the 20282030 Senior Notes was estimated to be $259$288 million ($257322 million at September 30, 2018)2019) and $315$295 million, ($299 million at September 30, 2018), respectively. The fair value of the Term Loan approximated book value at both June 30, 2019March 31, 2020 and September 30, 2018.2019. See Note 1819 of the Notes to Condensed Consolidated Financial Statements for the definition of a Level 2 input.

 

21


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

13.14.

Warranties

The Company’s products generally carry explicit warranties that extend from six months to five years, based on terms that are generally accepted in the marketplace. Selected components (such as engines, transmissions, tires, etc.) included in the Company’s end products may include manufacturers’ warranties. These manufacturers’ warranties are generally passed on to the end customer of the Company’s products, and the customer would generally deal directly with the component manufacturer.

Provisions for estimated warranty and other related costs are recorded at the time of sale and are periodically adjusted to reflect actual experience. Certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation. At times, warranty issues arise that are beyond the scope of the Company’s historical experience. It is reasonably possible that additional warranty and other related claims could arise from disputes or other matters in excess of amounts accrued; however, the Company does not expect that any such amounts, while not determinable, would have a material effect on the Company’s consolidated financial condition, results of operations or cash flows.

Changes in the Company’s assurance-type warranty liability were as follows (in millions):

 

 

Nine Months Ended

June 30,

 

 

Six Months Ended

March 31,

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

Balance at beginning of period

 

$

75.3

 

 

$

68.0

 

 

$

65.1

 

 

$

75.3

 

Adoption of ASC 606

 

 

(14.4

)

 

 

 

 

 

 

 

 

(14.3

)

Warranty provisions

 

 

37.5

 

 

 

41.7

 

 

 

21.0

 

 

 

21.2

 

Settlements made

 

 

(37.5

)

 

 

(36.7

)

 

 

(26.1

)

 

 

(22.8

)

Changes in liability for pre-existing warranties, net

 

 

1.2

 

 

 

(0.6

)

 

 

5.2

 

 

 

(0.3

)

Foreign currency translation

 

 

(0.2

)

 

 

 

 

 

 

 

 

(0.2

)

Balance at end of period

 

$

61.9

 

 

$

72.4

 

 

$

65.2

 

 

$

58.9

 

 

20


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Due to the adoption of ASC 606, the Company determined that certain warranties previously classified as assurance-type warranties are service-type warranties. The liabilities associated with service-type warranties are disclosed in Note 3 of the Notes to Condensed Consolidated Financial Statements.

 

14.15.

Guarantee Arrangements

Customers of the Company, from time to time, may fund purchases of the Company’s equipment through third-party finance companies. In certain instances, the Company may be requested to provide support for these arrangements through credit or residual value guarantees, by which the Company agrees to make payments to the finance companies in certain circumstances as further described below.

Credit Guarantees: The Company is party to multiple agreements whereby at June 30, 2019March 31, 2020 the Company guaranteed an aggregate of $704.0$775.5 million in indebtedness of customers. The Company estimated that its maximum loss exposure under these contracts at June 30, 2019March 31, 2020 was $139.9$152.5 million. Terms of these guarantees coincide with the financing arranged by the customer and generally do not exceed five years. Under the terms of these agreements and upon the occurrence of certain events, the Company generally has the ability to, among other things, take possession of the underlying collateral. If the financial condition of the customers were to deteriorate and result in their inability to make payments, then loss provisions in excess of amounts provided for at inception may be required. Given the Company’s position as original equipment manufacturer and its knowledge of end markets, the Company, when called upon to fulfill a guarantee, generally has been able to liquidate the financed equipment at a minimal loss, if any, to the Company. While the Company does not expect to experience losses under these agreements that are materially in excess of the amounts reserved, it cannot provide any assurance that the financial condition of the third parties will not deteriorate resulting in the third parties’ inability to meet their obligations. In the event that this occurs, the Company cannot guarantee that the collateral underlying the agreements will be sufficient to avoid losses materially in excess of the amounts reserved. Any losses under these guarantees would generally be mitigated by the value of any underlying collateral, including financed equipment. During periods of economic weakness, collateral values generally decline and can contribute to higher exposure to losses.

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Residual Value Guarantees: The Company is party to multiple agreements whereby at June 30, 2019March 31, 2020 the Company guaranteed to support an aggregate of $102.9$92.3 million of customer equipment value. The Company estimated that its maximum loss exposure under these contracts at June 30, 2019March 31, 2020 was $10.8$12.1 million. Terms of these guarantees coincide with the financing arranged by the customer and generally do not exceed five years. Under the terms of these agreements, the Company guarantees that a piece of equipment will have a minimum residual value at a future date. If the counterparty is not able to recover the agreed upon residual value through sale, or alternative disposition, the Company is responsible for a portion of the shortfall. The Company is generally able to mitigate a portion of the risk associated with these guarantees by staggering the maturity terms of the guarantees, diversification of the portfolio and leveraging knowledge gained through the Company’s own experience in the used equipment markets. There can be no assurance the Company’s historical experience in used equipment markets will be indicative of future results. The Company’s ability to recover losses experienced from its guarantees may be affected by economic conditions in used equipment markets at the time of loss. During periods of economic weakness, residual values generally decline and can contribute to higher exposure to losses.

Changes in the Company’s guarantee liabilities were as follows (in millions):

 

 

Three Months Ended

June 30,

 

 

Nine Months Ended

June 30,

 

 

Three Months Ended

March 31,

 

 

Six Months Ended

March 31,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Balance at beginning of period

 

$

12.9

 

 

$

9.1

 

 

$

10.4

 

 

$

9.1

 

 

$

16.0

 

 

$

10.1

 

 

$

15.8

 

 

$

10.4

 

Provision for new credit guarantees

 

 

2.3

 

 

 

2.5

 

 

 

6.7

 

 

 

4.2

 

 

 

1.7

 

 

 

3.1

 

 

 

3.2

 

 

 

4.4

 

Changes for pre-existing guarantees, net

 

 

(0.1

)

 

 

(0.1

)

 

 

 

 

 

(0.7

)

 

 

1.4

 

 

 

1.0

 

 

 

1.4

 

 

 

0.1

 

Amortization of previous guarantees

 

 

(1.0

)

 

 

(1.6

)

 

 

(3.0

)

 

 

(2.8

)

 

 

(2.8

)

 

 

(1.3

)

 

 

(4.2

)

 

 

(2.0

)

Foreign currency translation

 

 

 

 

 

(0.2

)

 

 

 

 

 

(0.1

)

 

 

(0.1

)

 

 

 

 

 

 

 

 

 

Balance at end of period

 

$

14.1

 

 

$

9.7

 

 

$

14.1

 

 

$

9.7

 

 

$

16.2

 

 

$

12.9

 

 

$

16.2

 

 

$

12.9

 

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Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

15.16.

Contingencies, Significant Estimates and Concentrations

Personal Injury Actions and Other - Product and general liability claims are made against the Company from time to time in the ordinary course of business. The Company is generally self-insured for future claims up to $5.0  million per claim. Accordingly, a reserve is maintained for the estimated costs of such claims. At June 30, 2019March 31, 2020 and September 30, 2018,2019, the estimated net liabilities for product and general liability claims totaled $35.9$40.0 million and $36.0$36.2 million, respectively. There is inherent uncertainty as to the eventual resolution of unsettled claims. Management, however, believes that any losses in excess of established reserves will not have a material effect on the Company’s financial condition, results of operations or cash flows.

Market Risks - The Company was contingently liable under bid, performance and specialty bonds totaling $579.3$795.2 million and $599.2$552.2 million at June 30, 2019March 31, 2020 and September 30, 2018,2019, respectively. Open standby letters of credit issued by the Company’s banks in favor of third parties totaled $65.8$66.4 million and $91.1$63.7 million at June 30, 2019March 31, 2020 and September 30, 2018,2019, respectively.

Other Matters - The Company is subject to environmental matters and legal proceedings and claims, including patent, antitrust, product liability, breach of contract, warranty and state dealership regulation compliance proceedings, that arise in the ordinary course of business. Although the final results of all such matters and claims cannot be predicted with certainty, management believes that the ultimate resolution of all such matters and claims will not have a material effect on the Company’s financial condition, results of operations or cash flows. Actual results could vary, among other things, due to the uncertainties involved in litigation.

Major contracts for military systems are performed over extended periods of time and are subject to changes in scope of work and delivery schedules. Pricing negotiations on changes and settlement of claims often extend over prolonged periods of time. The Company’s ultimate profitability on such contracts may depend on the eventual outcome of an equitable settlement of contractual issues with the Company’s customers.

23


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On February 24, 2019, one of the Company’s manufacturing facilities in Dodge Center, Minnesota, suffered a partial roof collapse as a result of heavy snow accumulation. The Company has worked to find alternative sources for production activities that were impacted as a result of the collapse. The Company has insurance coverage for the repair or replacement of assets that suffered damage or loss, and the Company is working closely with its insurance carriers and claims adjusters to ascertain the full amount of insurance recoveries due as a result of the damage and loss. The Company’s insurance policies also provide business interruption coverage, including lost profits, and the reimbursement of other expenses and costs that have been incurred relating to the damages and losses suffered. The Company incurred expenses of $3.3 million for the three and nine months ended June 30, 2019, respectively, related to physical damages, which included the write-off of the damaged plant, equipment and inventory, wages paid to employees while the facility was closed and professional fees to secure and maintain the facility. The Company estimates the replacement cost associated with damaged property, plant and equipment will be approximately $10 million. Proceeds of $10 million have been received from the insurer as of the end of the third quarter of fiscal 2019 to cover losses related to the incident, including lost profits, resulting in an advance payment of $6.3 million as of June 30, 2019.

 

16.17.

ShareholdersEquity

In August 2015, the Company’s Board of Directors approved a stock repurchase authorization for which there was as of May 7, 2019 a remaining authority to repurchase 1,362,821 shares of Common Stock. On May 7, 2019, the Company’s Board of Directors increased the Company’s Common Stock repurchase authorization by 8,637,179 shares to 10,000,000 shares as of that date. The Company repurchased 4,043,627550,853 shares of its Common Stock under this authorization during the ninesix months ended June 30, 2019March 31, 2020 at a cost of $283.9$40.8 million. The Company repurchased 2,110,3072,876,713 shares of Common Stock under this authorization during the ninesix months ended June 30, 2018March 31, 2019 at a cost of $166.8$195.0 million. TheAs of March 31, 2020, the Company had repurchased 1,166,9142,540,672 shares under this authorization, during the three months ended June 30, 2019, resulting in remaining authority to repurchase 8,833,0867,459,328 shares of Common Stock as of June 30, 2019. The Company is restricted by its Credit Agreement from repurchasing shares in certain situations. See Note 12 of the Notes to Condensed Consolidated Financial Statements for information regarding these restrictions.Stock.

 

17.18.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component were as follows (in millions):

 

 

Three Months Ended June 30, 2019

 

 

Three Months Ended March 31, 2020

 

 

Employee

Pension and

Postretirement

Benefits,

Net of Tax

 

 

Cumulative

Translation

Adjustments

 

 

Derivative

Instruments

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Employee Pension

and

Postretirement

Benefits, Net of Tax

 

 

Cumulative

Translation

Adjustments

 

 

Derivative

Instruments,

Net of Tax

 

 

Accumulated Other

Comprehensive

Income (Loss)

 

Balance at beginning of period

 

$

(23.8

)

 

$

(111.9

)

 

$

0.1

 

 

$

(135.6

)

 

$

(68.7

)

 

$

(113.0

)

 

$

(0.2

)

 

$

(181.9

)

Other comprehensive income (loss) before reclassifications

 

 

 

 

 

4.2

 

 

 

 

 

 

4.2

 

 

 

 

 

 

(28.4

)

 

 

0.7

 

 

 

(27.7

)

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.7

 

 

 

 

 

 

 

 

 

0.7

 

Net current period other comprehensive income (loss)

 

 

 

 

 

4.2

 

 

 

 

 

 

4.2

 

 

 

0.7

 

 

 

(28.4

)

 

 

0.7

 

 

 

(27.0

)

Balance at end of period

 

$

(23.8

)

 

$

(107.7

)

 

$

0.1

 

 

$

(131.4

)

 

$

(68.0

)

 

$

(141.4

)

 

$

0.5

 

 

$

(208.9

)

 

 

Three Months Ended June 30, 2018

 

 

 

Employee

Pension and

Postretirement

Benefits,

Net of Tax

 

 

Cumulative

Translation

Adjustments

 

 

Derivative

Instruments

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

Balance at beginning of period

 

$

(45.2

)

 

$

(60.0

)

 

$

0.1

 

 

$

(105.1

)

Other comprehensive income (loss) before reclassifications

 

 

 

 

 

(35.4

)

 

 

0.2

 

 

 

(35.2

)

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

0.6

 

 

 

 

 

 

 

 

 

0.6

 

Net current period other comprehensive income (loss)

 

 

0.6

 

 

 

(35.4

)

 

 

0.2

 

 

 

(34.6

)

Balance at end of period

 

$

(44.6

)

 

$

(95.4

)

 

$

0.3

 

 

$

(139.7

)

2422


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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

 

Nine Months Ended June 30, 2019

 

 

Three Months Ended March 31, 2019

 

 

Employee

Pension and

Postretirement

Benefits,

Net of Tax

 

 

Cumulative

Translation

Adjustments

 

 

Derivative

Instruments

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Employee Pension

and

Postretirement

Benefits, Net of Tax

 

 

Cumulative

Translation

Adjustments

 

 

Derivative

Instruments,

Net of Tax

 

 

Accumulated Other

Comprehensive

Income (Loss)

 

Balance at September 30, 2018

 

$

(10.9

)

 

$

(96.2

)

 

$

0.3

 

 

$

(106.8

)

Tax impact of U.S. tax reform on Accumulated Other Comprehensive Income (ASU 2018-02)

 

 

(9.1

)

 

 

 

 

 

 

 

 

(9.1

)

Balance at October 1, 2018

 

 

(20.0

)

 

 

(96.2

)

 

 

0.3

 

 

 

(115.9

)

Balance at beginning of period

 

$

(20.0

)

 

$

(105.0

)

 

$

0.3

 

 

$

(124.7

)

Other comprehensive income (loss) before reclassifications

 

 

(3.9

)

 

 

(11.5

)

 

 

(0.2

)

 

 

(15.6

)

 

 

(3.9

)

 

 

(6.9

)

 

 

(0.2

)

 

 

(11.0

)

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

0.1

 

 

 

 

 

 

 

 

 

0.1

 

 

 

0.1

 

 

 

 

 

 

 

 

 

0.1

 

Net current period other comprehensive income (loss)

 

 

(3.8

)

 

 

(11.5

)

 

 

(0.2

)

 

 

(15.5

)

 

 

(3.8

)

 

 

(6.9

)

 

 

(0.2

)

 

 

(10.9

)

Balance at end of period

 

$

(23.8

)

 

$

(107.7

)

 

$

0.1

 

 

$

(131.4

)

 

$

(23.8

)

 

$

(111.9

)

 

$

0.1

 

 

$

(135.6

)

 

 

Nine Months Ended June 30, 2018

 

 

Six Months Ended March 31, 2020

 

 

Employee

Pension and

Postretirement

Benefits,

Net of Tax

 

 

Cumulative

Translation

Adjustments

 

 

Derivative

Instruments

 

 

Accumulated

Other

Comprehensive

Income (Loss)

 

 

Employee Pension

and

Postretirement

Benefits, Net of Tax

 

 

Cumulative

Translation

Adjustments

 

 

Derivative

Instruments,

Net of Tax

 

 

Accumulated Other

Comprehensive

Income (Loss)

 

Balance at beginning of period

 

$

(46.2

)

 

$

(78.6

)

 

$

(0.2

)

 

$

(125.0

)

 

$

(69.4

)

 

$

(132.5

)

 

$

0.3

 

 

$

(201.6

)

Other comprehensive income (loss) before reclassifications

 

 

 

 

 

(16.8

)

 

 

0.5

 

 

 

(16.3

)

 

 

 

 

 

(8.9

)

 

 

0.2

 

 

 

(8.7

)

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

1.6

 

 

 

 

 

 

 

 

 

1.6

 

 

 

1.4

 

 

 

 

 

 

 

 

 

1.4

 

Net current period other comprehensive income (loss)

 

 

1.6

 

 

 

(16.8

)

 

 

0.5

 

 

 

(14.7

)

 

 

1.4

 

 

 

(8.9

)

 

 

0.2

 

 

 

(7.3

)

Balance at end of period

 

$

(44.6

)

 

$

(95.4

)

 

$

0.3

 

 

$

(139.7

)

 

$

(68.0

)

 

$

(141.4

)

 

$

0.5

 

 

$

(208.9

)

 

 

Six Months Ended March 31, 2019

 

 

 

Employee Pension

and

Postretirement

Benefits, Net of Tax

 

 

Cumulative

Translation

Adjustments

 

 

Derivative

Instruments,

Net of Tax

 

 

Accumulated Other

Comprehensive

Income (Loss)

 

Balance at September 30, 2018

 

$

(10.9

)

 

$

(96.2

)

 

$

0.3

 

 

$

(106.8

)

Tax impact of U.S. tax reform on Accumulated Other

Comprehensive Income (ASU 2018-02)

 

 

(9.1

)

 

 

 

 

 

 

 

 

(9.1

)

Balance at beginning of period

 

 

(20.0

)

 

 

(96.2

)

 

 

0.3

 

 

 

(115.9

)

Other comprehensive income (loss) before reclassifications

 

 

(3.9

)

 

 

(15.7

)

 

 

(0.2

)

 

 

(19.8

)

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

0.1

 

 

 

 

 

 

 

 

 

0.1

 

Net current period other comprehensive income (loss)

 

 

(3.8

)

 

 

(15.7

)

 

 

(0.2

)

 

 

(19.7

)

Balance at end of period

 

$

(23.8

)

 

$

(111.9

)

 

$

0.1

 

 

$

(135.6

)

23


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

The effects of the reclassifications out of Accumulated other comprehensive income (loss) on the Condensed Consolidated Statements of Income were as follows (in millions):

 

 

Classification of

income (expense)

 

Three Months Ended

June 30,

 

 

Nine Months Ended

June 30,

 

 

Classification of

income (expense)

 

Three Months Ended

March 31,

 

 

Six Months Ended

March 31,

 

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Amortization of employee pension and postretirement benefits items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service costs

 

Miscellaneous, net

 

$

 

 

$

0.3

 

 

$

0.2

 

 

$

0.7

 

 

Miscellaneous, net

 

$

0.1

 

 

$

0.2

 

 

$

0.3

 

 

$

0.2

 

Actuarial (gains) losses

 

Miscellaneous, net

 

 

(0.1

)

 

 

0.5

 

 

 

(0.1

)

 

 

1.5

 

 

Miscellaneous, net

 

 

0.8

 

 

 

0.1

 

 

 

1.5

 

 

 

 

Total before tax

 

 

 

 

(0.1

)

 

 

0.8

 

 

 

0.1

 

 

 

2.2

 

 

 

 

 

0.9

 

 

 

0.3

 

 

 

1.8

 

 

 

0.2

 

Tax provision (benefit)

 

 

 

 

0.1

 

 

 

(0.2

)

 

 

 

 

 

(0.6

)

 

 

 

 

(0.2

)

 

 

(0.2

)

 

 

(0.4

)

 

 

(0.1

)

Net of tax

 

 

 

$

 

 

$

0.6

 

 

$

0.1

 

 

$

1.6

 

 

 

 

$

0.7

 

 

$

0.1

 

 

$

1.4

 

 

$

0.1

 

 

18.19.

Fair Value Measurement

FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date. FASB ASC Topic 820 requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment.


25


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The three levels are defined as follows:

 

 

Level 1:

Unadjusted quoted prices in active markets for identical assets or liabilities.

 

Level 2:

Observable inputs other than quoted prices in active markets for identical assets or liabilities, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

 

Level 3:

Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

There were no transfers of assets between levels during the three and ninesix months ended June 30, 2019.March 31, 2020.

The fair values of the Company’s financial assets and liabilities were as follows (in millions):

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SERP plan assets (a)

 

$

21.8

 

 

$

 

 

$

 

 

$

21.8

 

 

$

18.7

 

 

$

 

 

$

 

 

$

18.7

 

Foreign currency exchange derivatives (b)

 

 

 

 

 

0.4

 

 

 

 

 

 

0.4

 

 

 

 

 

 

1.2

 

 

 

 

 

 

1.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange derivatives (b)

 

$

 

 

$

0.2

 

 

$

 

 

$

0.2

 

 

$

 

 

$

0.8

 

 

$

 

 

$

0.8

 

24


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SERP plan assets (a)

 

$

22.1

 

 

$

 

 

$

 

 

$

22.1

 

 

$

21.4

 

 

$

 

 

$

 

 

$

21.4

 

Foreign currency exchange derivatives (b)

 

 

 

 

 

0.8

 

 

 

 

 

 

0.8

 

 

 

 

 

 

0.8

 

 

 

 

 

 

0.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange derivatives (b)

 

$

 

 

$

0.2

 

 

$

 

 

$

0.2

 

 

$

 

 

$

0.4

 

 

$

 

 

$

0.4

 

 

(a)

Represents investments held in a rabbi trust for the Company’s non-qualified supplemental executive retirement plan (SERP). The fair values of these investments are determined using a market approach. Investments include mutual funds for which quoted prices in active markets are available. The Company records changes in the fair value of investments in “Miscellaneous, net” in the Condensed Consolidated Statements of Income.

 

(b)

Based on observable market transactions of forward currency prices.

 

19.20.

Business Segment Information

The Company is organized into four4 reportable segments based on the internal organization used by the President and Chief Executive Officer for making operating decisions and measuring performance and based on the similarity of customers served, common management, common use of facilities and economic results attained.

In accordance with FASB ASC Topic 280, Segment Reporting, for purposes of business segment performance measurement, the Company does not allocate to individual business segments costs or items that are of a non-operating nature or organizational or functional expenses of a corporate nature. The caption “Corporate” includes corporate office expenses, share-basedstock-based compensation, costs of certain business initiatives and shared services or operations benefiting multiple segments, and results of insignificant operations. Identifiable assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, certain property, plant and equipment, and certain other assets pertaining to corporate activities. Intersegment sales generally include amounts invoiced by a segment for work performed for another segment. Amounts are based on actual work performed and agreed-upon pricing, which is intended to be reflective of the contribution made by the supplying business segment.

2625


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Selected financial information concerning the Company’s reportable segments and product lines is as follows (in millions):

 

 

Three Months Ended June 30,

 

 

Three Months Ended March 31,

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

External

Customers

 

 

Inter-

segment

 

 

Net

Sales

 

 

External

Customers

 

 

Inter-

segment

 

 

Net

Sales

 

 

External

Customers

 

 

Inter-

segment

 

 

Net

Sales

 

 

External

Customers

 

 

Inter-

segment

 

 

Net

Sales

 

Access equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerial work platforms

 

$

664.2

 

 

$

 

 

$

664.2

 

 

$

650.8

 

 

$

 

 

$

650.8

 

 

$

273.7

 

 

$

 

 

$

273.7

 

 

$

463.5

 

 

$

 

 

$

463.5

 

Telehandlers

 

 

358.9

 

 

 

 

 

 

358.9

 

 

 

300.2

 

 

 

 

 

 

300.2

 

 

 

217.6

 

 

 

 

 

 

217.6

 

 

 

319.5

 

 

 

 

 

 

319.5

 

Other

 

 

226.0

 

 

 

 

 

 

226.0

 

 

 

209.1

 

 

 

 

 

 

209.1

 

 

 

201.7

 

 

 

 

 

 

201.7

 

 

 

204.6

 

 

 

 

 

 

204.6

 

Total access equipment

 

 

1,249.1

 

 

 

 

 

 

1,249.1

 

 

 

1,160.1

 

 

 

 

 

 

1,160.1

 

 

 

693.0

 

 

 

 

 

 

693.0

 

 

 

987.6

 

 

 

 

 

 

987.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Defense

 

 

510.6

 

 

 

0.5

 

 

 

511.1

 

 

 

442.2

 

 

 

0.4

 

 

 

442.6

 

 

 

614.6

 

 

 

0.4

 

 

 

615.0

 

 

 

486.2

 

 

 

0.5

 

 

 

486.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fire & emergency

 

 

336.9

 

 

 

4.1

 

 

 

341.0

 

 

 

280.2

 

 

 

3.6

 

 

 

283.8

 

 

 

253.4

 

 

 

2.2

 

 

 

255.6

 

 

 

279.0

 

 

 

4.2

 

 

 

283.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Concrete placement

 

 

136.4

 

 

 

 

 

 

136.4

 

 

 

145.4

 

 

 

 

 

 

145.4

 

 

 

89.7

 

 

 

 

 

 

89.7

 

 

 

115.3

 

 

 

 

 

 

115.3

 

Refuse collection

 

 

125.5

 

 

 

 

 

 

125.5

 

 

 

116.3

 

 

 

 

 

 

116.3

 

 

 

115.2

 

 

 

 

 

 

115.2

 

 

 

92.0

 

 

 

 

 

 

92.0

 

Other

 

 

33.7

 

 

 

0.5

 

 

 

34.2

 

 

 

31.4

 

 

 

2.1

 

 

 

33.5

 

 

 

30.1

 

 

 

1.7

 

 

 

31.8

 

 

 

29.8

 

 

 

0.8

 

 

 

30.6

 

Total commercial

 

 

295.6

 

 

 

0.5

 

 

 

296.1

 

 

 

293.1

 

 

 

2.1

 

 

 

295.2

 

 

 

235.0

 

 

 

1.7

 

 

 

236.7

 

 

 

237.1

 

 

 

0.8

 

 

 

237.9

 

Corporate and intersegment eliminations

 

 

0.5

 

 

 

(5.1

)

 

 

(4.6

)

 

 

0.2

 

 

 

(6.1

)

 

 

(5.9

)

 

 

0.7

 

 

 

(4.3

)

 

 

(3.6

)

 

 

0.3

 

 

 

(5.5

)

 

 

(5.2

)

Consolidated

 

$

2,392.7

 

 

$

 

 

$

2,392.7

 

 

$

2,175.8

 

 

$

 

 

$

2,175.8

 

 

$

1,796.7

 

 

$

 

 

$

1,796.7

 

 

$

1,990.2

 

 

$

 

 

$

1,990.2

 

 

 

Nine Months Ended June 30,

 

 

Six Months Ended March 31,

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

External

Customers

 

 

Inter-

segment

 

 

Net

Sales

 

 

External

Customers

 

 

Inter-

segment

 

 

Net

Sales

 

 

External

Customers

 

 

Inter-

segment

 

 

Net

Sales

 

 

External

Customers

 

 

Inter-

segment

 

 

Net

Sales

 

Access equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerial work platforms

 

$

1,465.4

 

 

$

 

 

$

1,465.4

 

 

$

1,461.5

 

 

$

 

 

$

1,461.5

 

 

$

579.7

 

 

$

 

 

$

579.7

 

 

$

801.2

 

 

$

 

 

$

801.2

 

Telehandlers

 

 

947.9

 

 

 

 

 

 

947.9

 

 

 

664.6

 

 

 

 

 

 

664.6

 

 

 

419.0

 

 

 

 

 

 

419.0

 

 

 

589.0

 

 

 

 

 

 

589.0

 

Other

 

 

649.9

 

 

 

 

 

 

649.9

 

 

 

590.1

 

 

 

 

 

 

590.1

 

 

 

412.2

 

 

 

 

 

 

412.2

 

 

 

423.9

 

 

 

 

 

 

423.9

 

Total access equipment

 

 

3,063.2

 

 

 

 

 

 

3,063.2

 

 

 

2,716.2

 

 

 

 

 

 

2,716.2

 

 

 

1,410.9

 

 

 

 

 

 

1,410.9

 

 

 

1,814.1

 

 

 

 

 

 

1,814.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Defense

 

 

1,460.6

 

 

 

1.3

 

 

 

1,461.9

 

 

 

1,363.2

 

 

 

1.1

 

 

 

1,364.3

 

 

 

1,107.2

 

 

 

0.9

 

 

 

1,108.1

 

 

 

950.0

 

 

 

0.8

 

 

 

950.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fire & emergency

 

 

907.1

 

 

 

12.6

 

 

 

919.7

 

 

 

774.2

 

 

 

11.8

 

 

 

786.0

 

 

 

513.4

 

 

 

4.6

 

 

 

518.0

 

 

 

570.2

 

 

 

8.5

 

 

 

578.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Concrete placement

 

 

333.4

 

 

 

 

 

 

333.4

 

 

 

371.5

 

 

 

 

 

 

371.5

 

 

 

165.4

 

 

 

 

 

 

165.4

 

 

 

197.0

 

 

 

 

 

 

197.0

 

Refuse collection

 

 

326.7

 

 

 

 

 

 

326.7

 

 

 

335.3

 

 

 

 

 

 

335.3

 

 

 

231.1

 

 

 

 

 

 

231.1

 

 

 

201.2

 

 

 

 

 

 

201.2

 

Other

 

 

94.2

 

 

 

1.9

 

 

 

96.1

 

 

 

87.5

 

 

 

6.2

 

 

 

93.7

 

 

 

62.4

 

 

 

2.0

 

 

 

64.4

 

 

 

60.5

 

 

 

1.4

 

 

 

61.9

 

Total commercial

 

 

754.3

 

 

 

1.9

 

 

 

756.2

 

 

 

794.3

 

 

 

6.2

 

 

 

800.5

 

 

 

458.9

 

 

 

2.0

 

 

 

460.9

 

 

 

458.7

 

 

 

1.4

 

 

 

460.1

 

Corporate and intersegment eliminations

 

 

1.1

 

 

 

(15.8

)

 

 

(14.7

)

 

 

0.6

 

 

 

(19.1

)

 

 

(18.5

)

 

 

1.4

 

 

 

(7.5

)

 

 

(6.1

)

 

 

0.6

 

 

 

(10.7

)

 

 

(10.1

)

Consolidated

 

$

6,186.3

 

 

$

 

 

$

6,186.3

 

 

$

5,648.5

 

 

$

 

 

$

5,648.5

 

 

$

3,491.8

 

 

$

 

 

$

3,491.8

 

 

$

3,793.6

 

 

$

 

 

$

3,793.6

 

26


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

Three Months Ended

March 31,

 

 

Six Months Ended

March 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Access equipment

 

$

70.8

 

 

$

119.8

 

 

$

139.8

 

 

$

186.2

 

Defense

 

 

58.2

 

 

 

52.2

 

 

 

89.1

 

 

 

123.3

 

Fire & emergency

 

 

20.5

 

 

 

36.6

 

 

 

51.5

 

 

 

76.5

 

Commercial

 

 

8.1

 

 

 

7.8

 

 

 

25.9

 

 

 

26.5

 

Corporate

 

 

(24.0

)

 

 

(40.8

)

 

 

(63.6

)

 

 

(76.4

)

Consolidated

 

 

133.6

 

 

 

175.6

 

 

 

242.7

 

 

 

336.1

 

Interest expense, net of interest income

 

 

(20.7

)

 

 

(11.7

)

 

 

(32.5

)

 

 

(23.2

)

Miscellaneous other (expense) income

 

 

(5.8

)

 

 

1.2

 

 

 

(6.2

)

 

 

 

Income before income taxes and earnings (losses) of unconsolidated affiliates

 

$

107.1

 

 

$

165.1

 

 

$

204.0

 

 

$

312.9

 

 

 

March 31,

2020

 

 

September 30,

2019

 

Identifiable assets:

 

 

 

 

 

 

 

 

Access equipment:

 

 

 

 

 

 

 

 

U.S.

 

$

2,320.1

 

 

$

2,317.2

 

Europe, Africa and Middle East

 

 

383.6

 

 

 

403.4

 

Rest of the World (b)

 

 

344.4

 

 

 

252.6

 

Total access equipment

 

 

3,048.1

 

 

 

2,973.2

 

Defense:

 

 

 

 

 

 

 

 

U.S.

 

 

1,015.4

 

 

 

883.0

 

Rest of the World

 

 

6.0

 

 

 

6.7

 

Total defense

 

 

1,021.4

 

 

 

889.7

 

Fire & emergency - U.S.

 

 

610.3

 

 

 

587.9

 

Commercial:

 

 

 

 

 

 

 

 

U.S.

 

 

436.9

 

 

 

383.6

 

Rest of the World

 

 

40.8

 

 

 

48.9

 

Total commercial

 

 

477.7

 

 

 

432.5

 

Corporate:

 

 

 

 

 

 

 

 

U.S. (a)

 

 

704.4

 

 

 

597.6

 

Rest of the World (b)

 

 

 

 

 

85.4

 

Total corporate

 

 

704.4

 

 

 

683.0

 

Consolidated

 

$

5,861.9

 

 

$

5,566.3

 

(a)

Primarily includes cash and short-term investments and the Company’s new global headquarters.

(b)

Control of a shared manufacturing facility in Mexico transferred to the access equipment segment effective October 1, 2019.

27


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

 

Three Months Ended

June 30,

 

 

Nine Months Ended

June 30,

 

 

 

2019

 

 

As adjusted

2018

 

 

2019

 

 

As adjusted

2018

 

Operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Access equipment

 

$

189.9

 

 

$

149.3

 

 

$

376.1

 

 

$

260.6

 

Defense

 

 

29.5

 

 

 

48.2

 

 

 

152.8

 

 

 

162.4

 

Fire & emergency

 

 

50.7

 

 

 

36.5

 

 

 

127.2

 

 

 

97.8

 

Commercial

 

 

21.5

 

 

 

25.1

 

 

 

48.0

 

 

 

49.8

 

Corporate

 

 

(33.8

)

 

 

(35.9

)

 

 

(110.2

)

 

 

(116.5

)

Consolidated

 

 

257.8

 

 

 

223.2

 

 

 

593.9

 

 

 

454.1

 

Interest expense, net of interest income

 

 

(12.2

)

 

 

(23.5

)

 

 

(35.4

)

 

 

(45.2

)

Miscellaneous income (expense), net

 

 

0.3

 

 

 

(2.6

)

 

 

0.3

 

 

 

(4.1

)

Income before income taxes and earnings (losses) of unconsolidated affiliates

 

$

245.9

 

 

$

197.1

 

 

$

558.8

 

 

$

404.8

 

 

 

June 30,

2019

 

 

September 30,

2018

 

Identifiable assets:

 

 

 

 

 

 

 

 

Access equipment:

 

 

 

 

 

 

 

 

U.S.

 

$

2,405.4

 

 

$

2,207.2

 

Europe, Africa and Middle East

 

 

412.9

 

 

 

406.6

 

Rest of the World

 

 

267.5

 

 

 

215.2

 

Total access equipment

 

 

3,085.8

 

 

 

2,829.0

 

Defense:

 

 

 

 

 

 

 

 

U.S.

 

 

918.4

 

 

 

824.2

 

Rest of the World

 

 

6.1

 

 

 

5.1

 

Total defense

 

 

924.5

 

 

 

829.3

 

Fire & emergency - U.S.

 

 

570.3

 

 

 

564.9

 

Commercial:

 

 

 

 

 

 

 

 

U.S.

 

 

411.5

 

 

 

364.3

 

Rest of the World

 

 

52.0

 

 

 

45.4

 

Total commercial

 

 

463.5

 

 

 

409.7

 

Corporate:

 

 

 

 

 

 

 

 

U.S. (a)

 

 

290.9

 

 

 

548.6

 

Rest of the World (b)

 

 

111.4

 

 

 

112.7

 

Total corporate

 

 

402.3

 

 

 

661.3

 

Consolidated

 

$

5,446.4

 

 

$

5,294.2

 

(a)

Primarily includes cash and short-term investments.

(b)

Primarily includes a corporate-led manufacturing facility that supports multiple operating segments.

The following table presents net sales by geographic region based on product shipment destination (in millions):

 

 

 

Three Months Ended June 30, 2019

 

 

 

Access

equipment

 

 

Defense

 

 

Fire &

emergency

 

 

Commercial

 

 

Eliminations

 

 

Total

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

981.2

 

 

$

488.7

 

 

$

310.2

 

 

$

290.9

 

 

$

(4.6

)

 

$

2,066.4

 

Europe, Africa and Middle East

 

 

161.0

 

 

 

22.1

 

 

 

10.9

 

 

 

0.9

 

 

 

 

 

 

194.9

 

Rest of the World

 

 

106.9

 

 

 

0.3

 

 

 

19.9

 

 

 

4.3

 

 

 

 

 

 

131.4

 

 

 

$

1,249.1

 

 

$

511.1

 

 

$

341.0

 

 

$

296.1

 

 

$

(4.6

)

 

$

2,392.7

 

28


Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Three Months Ended June 30, 2018

 

 

Three Months Ended March 31, 2020

 

 

Access

equipment

 

 

Defense

 

 

Fire &

emergency

 

 

Commercial

 

 

Eliminations

 

 

Total

 

 

Access

equipment

 

 

Defense

 

 

Fire &

emergency

 

 

Commercial

 

 

Eliminations

 

 

Total

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

885.1

 

 

$

408.1

 

 

$

268.6

 

 

$

281.6

 

 

$

(5.9

)

 

$

1,837.5

 

 

$

553.9

 

 

$

596.0

 

 

$

247.6

 

 

$

234.0

 

 

$

(3.6

)

 

$

1,627.9

 

Europe, Africa and Middle East

 

 

188.5

 

 

 

33.7

 

 

 

2.2

 

 

 

0.6

 

 

 

 

 

 

225.0

 

 

 

84.7

 

 

 

17.7

 

 

 

0.3

 

 

 

0.6

 

 

 

 

 

 

103.3

 

Rest of the World

 

 

86.5

 

 

 

0.8

 

 

 

13.0

 

 

 

13.0

 

 

 

 

 

 

113.3

 

 

 

54.4

 

 

 

1.3

 

 

 

7.7

 

 

 

2.1

 

 

 

 

 

 

65.5

 

 

$

1,160.1

 

 

$

442.6

 

 

$

283.8

 

 

$

295.2

 

 

$

(5.9

)

 

$

2,175.8

 

 

$

693.0

 

 

$

615.0

 

 

$

255.6

 

 

$

236.7

 

 

$

(3.6

)

 

$

1,796.7

 

 

 

Nine Months Ended June 30, 2019

 

 

Three Months Ended March 31, 2019

 

 

Access

equipment

 

 

Defense

 

 

Fire &

emergency

 

 

Commercial

 

 

Eliminations

 

 

Total

 

 

Access

equipment

 

 

Defense

 

 

Fire &

emergency

 

 

Commercial

 

 

Eliminations

 

 

Total

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

2,351.4

 

 

$

1,402.5

 

 

$

857.2

 

 

$

738.6

 

 

$

(14.7

)

 

$

5,335.0

 

 

$

724.0

 

 

$

465.6

 

 

$

274.0

 

 

$

230.1

 

 

$

(5.3

)

 

$

1,688.4

 

Europe, Africa and Middle East

 

 

437.9

 

 

 

59.0

 

 

 

22.8

 

 

 

3.1

 

 

 

 

 

 

522.8

 

 

 

163.2

 

 

 

21.0

 

 

 

0.9

 

 

 

0.3

 

 

 

 

 

 

185.4

 

Rest of the World

 

 

273.9

 

 

 

0.4

 

 

 

39.7

 

 

 

14.5

 

 

 

 

 

 

328.5

 

 

 

100.4

 

 

 

0.1

 

 

 

8.3

 

 

 

7.5

 

 

 

0.1

 

 

 

116.4

 

 

$

3,063.2

 

 

$

1,461.9

 

 

$

919.7

 

 

$

756.2

 

 

$

(14.7

)

 

$

6,186.3

 

 

$

987.6

 

 

$

486.7

 

 

$

283.2

 

 

$

237.9

 

 

$

(5.2

)

 

$

1,990.2

 

 

 

Nine Months Ended June 30, 2018

 

 

Six Months Ended March 31, 2020

 

 

Access

equipment

 

 

Defense

 

 

Fire &

emergency

 

 

Commercial

 

 

Eliminations

 

 

Total

 

 

Access

equipment

 

 

Defense

 

 

Fire &

emergency

 

 

Commercial

 

 

Eliminations

 

 

Total

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

2,056.6

 

 

$

1,188.8

 

 

$

744.1

 

 

$

771.3

 

 

$

(18.6

)

 

$

4,742.2

 

 

$

1,101.0

 

 

$

1,081.5

 

 

$

491.5

 

 

$

452.8

 

 

$

(6.1

)

 

$

3,120.7

 

Europe, Africa and Middle East

 

 

451.7

 

 

 

174.6

 

 

 

3.4

 

 

 

1.2

 

 

 

 

 

 

630.9

 

 

 

158.9

 

 

 

23.8

 

 

 

0.7

 

 

 

0.9

 

 

 

 

 

 

184.3

 

Rest of the World

 

 

207.9

 

 

 

0.9

 

 

 

38.5

 

 

 

28.0

 

 

 

0.1

 

 

 

275.4

 

 

 

151.0

 

 

 

2.8

 

 

 

25.8

 

 

 

7.2

 

 

 

 

 

 

186.8

 

 

$

2,716.2

 

 

$

1,364.3

 

 

$

786.0

 

 

$

800.5

 

 

$

(18.5

)

 

$

5,648.5

 

 

$

1,410.9

 

 

$

1,108.1

 

 

$

518.0

 

 

$

460.9

 

 

$

(6.1

)

 

$

3,491.8

 

 

 

Six Months Ended March 31, 2019

 

 

 

Access

equipment

 

 

Defense

 

 

Fire &

emergency

 

 

Commercial

 

 

Eliminations

 

 

Total

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

$

1,370.2

 

 

$

913.8

 

 

$

547.0

 

 

$

447.7

 

 

$

(10.1

)

 

$

3,268.6

 

Europe, Africa and Middle East

 

 

276.9

 

 

 

36.9

 

 

 

11.9

 

 

 

2.2

 

 

 

 

 

 

327.9

 

Rest of the World

 

 

167.0

 

 

 

0.1

 

 

 

19.8

 

 

 

10.2

 

 

 

 

 

 

197.1

 

 

 

$

1,814.1

 

 

$

950.8

 

 

$

578.7

 

 

$

460.1

 

 

$

(10.1

)

 

$

3,793.6

 

 

 

2928


Table of Contents

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement About Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10-Q contain statements that Oshkosh Corporation (the “Company”) believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q, including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, including those under the caption “Executive Overview” are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the overall impact of the COVID-19 pandemic on the Company’s business, results of operations and financial condition, including the ultimate geographic spread of the COVID-19 pandemic; the duration and severity of the COVID-19 pandemic; actions that may be taken by governmental authorities to address or otherwise mitigate the impact of the COVID-19 pandemic; the potential negative impacts of the COVID-19 pandemic on global economies and the Company’s customers and suppliers; the cyclical nature of the Company’s access equipment, commercial and fire & emergency markets, which are particularly impacted by the strength of U.S. and European economies and construction seasons; the Company’s ability to increase prices or impose surcharges to raise margins or to offset higher input costs, including increased commodity, raw material, labor and freight costs; the Company’s estimates of access equipment demand which, among other factors, is influenced by customer historical buying patterns and rental company fleet replacement strategies; the strength of the U.S. dollar and its impact on Company exports, translation of foreign sales and the cost of purchased materials; the expected level and timing of U.S. Department of Defense (DoD) and international defense customer procurement of products and services and acceptance of and funding or payments for such products and services; the Company’s ability to predict the level and timing of orders for indefinite delivery/indefinite quantity contracts with the U.S. federal government; risks related to reductions in government expenditures in light of U.S. defense budget pressures sequestration and an uncertain DoD tactical wheeled vehicle strategy; the impact of any DoD solicitation for competition for future contracts to produce military vehicles; risks related to facilities expansion, consolidation and alignment, including the amounts of related costs and charges and that anticipated cost savings may not be achieved; projected adoption rates of work at height machinery in emerging markets; the impact of severe weather, or natural disasters or pandemics that may affect the Company, its suppliers or its customers; performance issues with key suppliers or subcontractors; risks related to the collectability of receivables, particularly for those businesses with exposure to construction markets; the cost of any warranty campaigns related to the Company’s products; risks associated with international operations and sales, including compliance with the Foreign Corrupt Practices Act; risks that an escalatinga trade war and related tariffs could reduce the competitiveness of the Company’s products; the Company’s ability to comply with complex laws and regulations applicable to U.S. government contractors; cybersecurity risks and costs of defending against, mitigating and responding to data security threats and breaches; the Company’s ability to successfully identify, complete and integrate acquisitions and to realize the anticipated benefits associated with the same; and risks related to the Company’s ability to successfully execute on its strategic road map and meet its long-term financial goals. Additional information concerning these and other factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s U.S. Securities and Exchange Commission (SEC) filings, including, but not limited to, the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2019April 29, 2020 and Item 1A. of Part II of this Quarterly Report on Form 10-Q.

All forward-looking statements, including those under the caption “Executive Overview,” speak only as of the date the Company files this Quarterly Report on Form 10-Q with the SEC. The Company assumes no obligation, and disclaims any obligation, to update information contained in this Quarterly Report on Form 10-Q. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.

All references herein to earnings per share refer to earning per share assuming dilution.

29


Table of Contents

General

Major products manufactured and marketed by each of the Company’s business segments are as follows:

Access equipment — aerial work platforms and telehandlers used in a wide variety of construction, industrial, institutional and general maintenance applications to position workers and materials at elevated heights, as well as carriers and wreckers. Access equipment customers include equipment rental companies, construction contractors, manufacturing companies, home improvement centers and towing companies in the U.S. and abroad.

Defense — tactical trucks, trailers and supply parts and services sold to the U.S. military and to other militaries around the world.

30


Table of Contents

Fire & emergency — custom and commercial firefighting vehicles and equipment, aircraft rescue and firefightingARFF vehicles, snow removal vehicles, simulators and other emergency vehicles primarily sold to fire departments, airports and other governmental units, and broadcast vehicles sold to broadcasters and TV stations in the U.S. and abroad.

Commercial — concrete mixers, refuse collection vehicles, portable and stationary concrete batch plants and vehicle components sold to ready-mix companies and commercial and municipal waste haulers in the Americas and other international markets and field service vehicles and truck-mounted cranes sold to mining, construction and other companies in the U.S. and abroad.

Executive Overview

The Company reported diluted earnings per share of $2.72$0.99 in the thirdsecond quarter of fiscal 2019, which significantly exceeded diluted2020, down from earnings per share of $2.05$1.82 in the thirdsecond quarter of fiscal 2018. Revenue, operating income and earnings per share were all up more than 10% compared to2019. Results for the thirdsecond quarter of fiscal 2018. Results for the third quarter2020 included an after-tax charge of fiscal 2018 included $5.2 million, or $0.07 per share, of after-tax charges and operating inefficiencies associated with restructuring actions in the access equipment segment, $7.7$6.5 million, or $0.10 per share, of after-tax debt extinguishment costs incurred in connectionassociated with the refinancing of the Company’s senior notes and credit agreement as wella valuation allowance on deferred tax assets in Europe of $11.4 million, or $0.16 per share. The Company’s second quarter fiscal 2020 performance was significantly impacted by the COVID-19 pandemic that drove reduced demand for access equipment and prevented customers from inspecting and accepting units in the fire & emergency segment. The second quarter of fiscal 2020 benefited by $0.03 per share compared to the second quarter of fiscal 2019 as a $2.2result of share repurchases, including $31.4 million of share repurchases in the second quarter of fiscal 2020.

Consolidated net sales in the second quarter of fiscal 2020 decreased $193.5 million, or $0.02 per share, tax benefit related9.7%, to adjustments$1.80 billion compared to provisional amounts recorded for tax reform in the United States. Improvedsecond quarter of fiscal 2019 primarily due to lower access equipment and fire & emergency segment operating results more than overcame the impact of lowersales, offset in part by higher defense segment results.sales. The thirdCOVID-19 pandemic negatively impacted sales in both the access equipment and fire & emergency segments.

Consolidated operating income decreased $42.0 million to $133.6 million, or 7.4% of sales, in the second quarter of fiscal 2019 also benefited by $0.18 per share2020 compared to $175.6 million, or 8.8% of sales, in the thirdsecond quarter of fiscal 2018 as2019. The decrease in consolidated operating income was primarily due to lower consolidated sales volume and an adverse product mix, offset in part by lower incentive compensation accruals and lower intangible asset amortization.

The COVID-19 pandemic has caused many challenges, but the Company is better positioned to navigate through a result of share repurchases.crisis like the COVID-19 pandemic than ever before. The Company repurchased $89 million of Common Stockhas a strong balance sheet and liquidity, strong backlogs in the third quarter of fiscal 2019, bringing repurchases for the first nine months of fiscal 2019 to nearly $284 million, over 80% of its $350 million target for fiscal 2019 share repurchases.

Consolidated net sales in the third quarter of fiscal 2019 increased $216.9 million, or 10.0%, to $2.39 billion compared to the third quarter of fiscal 2018. The access equipment, defense and fire & emergency segments all experiencedand it has a significant increase in sales in the third quarter of fiscal 2019 comparedstrong People First culture driven to persevere through adversity. The Company responded quickly to the third quarter of fiscal 2018. Sales inCOVID-19 pandemic and have already developed a robust return to work plan. The Company’s first priority has been, and continues to be, keeping its team members safe and to help reduce the third quarter of fiscal 2019 also benefited from the adoptionspread of the new revenue recognition standard. Consolidated sales forvirus. The Company is balancing that safety-focused approach with the third quarter of fiscal 2019 withoutCompany’s responsibility to its customers as the adoptionCompany supplies them with essential products and services that operate in many critical industries. All of the new revenue recognition standard would have been $2.37 billion, an increase of $190.7 million, or 8.8%, comparedCompany’s product and services are considered essential under applicable government orders relating to the third quarterCOVID-19 pandemic allowing the Company to continue operations.


30


Table of Contents

The Company has analyzed many scenarios as it strives to balance team member safety and protection, while maintaining operations to serve its customers. The Company’s office team members remain productive and are working remotely. For those team members required to be on site to produce the Company’s mission-critical products, the Company has implemented recommendations of the Center for Disease Control and Prevention to promote social distancing and increased cleaning frequency to help keep its workplaces safe.

Coming into fiscal 2018.

Access equipment segment orders in2020, the third quarter of fiscal 2019 did moderate amid mixed economic indicators and adverse weather in the U.S. Customers in theCompany expected lower access equipment segment remain upbeat about their businesses, but after growing their fleets over the past several years, the Company believes that access equipment customerssales in North America and Europe may not be as aggressive withrental company customers were slowing down their equipment purchases in fiscal 2020.

Consolidated operating income increased $34.6 millioncapital expenditures after two years of strong fleet growth, but the impact of the COVID-19 pandemic was a surprise to $257.8 million, or 10.8% of sales, inus all. The impact to the third quarter of fiscal 2019 compared to $223.2 million, or 10.3% of sales, in the third quarter of fiscal 2018. The increase in consolidated operating income was primarily a result of improved access equipment and fire & emergency results, offset in part by lower defense segment results. Third quarter fiscal 2018 results included $6.9 million of charges and operating inefficiencies associated with restructuring actionsbusiness environment is being felt most intensively in the access equipment segment. Consolidated operating income forThe impact was first felt in China as the thirdCompany’s factory was part of the shutdown that the Chinese government mandated in February 2020 to stop the spread of the virus. With the entire country essentially shut down, sales in China largely stopped. The shutdown eventually ended, and the Company’s Tianjin facility began to ramp up again. Subsequent to the end of the quarter, the Tianjin factory was back up and running at pre-COVID-19 levels. The Company expects a strong second half of fiscal 2019 without2020 for access equipment segment’s sales in China.

As COVID-19 began to spread globally in the adoptionback half of the new revenue recognition standard wouldsecond quarter, and many countries and states issued “shelter-in-place” restrictions, some customers began to push out and cancel orders. The Company’s North American customers have been $270.0 million, or 11.4%reviewing their operational requirements and market metrics, and they have kept the Company well informed of sales.

their product demand requirements. However, the situation is fluid, and the access equipment segment has been required to adjust its production schedule and cost structure. The access equipment segment’s North American operations and supply chains are also experiencing disruptions as some suppliers have temporarily ceased production. As a result of the Company’s continued strong executionslowing customer demand, as well as production and improved margin expectations,supply chain constraints, the Company increased its fiscal 2019 earnings per share estimate range from $7.40 to $7.70 to a range of $7.80 to $8.00 on estimated operating income of $760 million to $775 million and estimated consolidated sales of $8.30 billion. The revised estimate range includes an approximate $0.10 per share charge related to adjustments to the reserve related to a repatriation tax on deemed repatriated earnings of foreign subsidiaries (the “Transition Tax”) under the U.S. Tax Cuts and Jobs Act enacted in December 2017 (the “Tax Reform Act”). Excluding the adjustment to the Transition Tax liability, the Company increased its fiscal 2019 adjusted earnings per share estimate range to a range of $7.90 to $8.10.

The Company now expects access equipment segment fiscal 2019 sales to be approximately $4.05 billion, the high end of the Company’s most recent estimated range. The revised access equipment segment sales estimate range represents an estimated 7% increasesegment’s plants in North America instituted shutdowns from fiscal 2018 sales. The Company increased its fiscal 2019 operating income margin estimate range forMarch 30 through April 27. In addition, the access equipment segment fromplans two-week shutdowns monthly through July 2020 to further align production levels with customer demand.

As demand for the defense segment’s product has been unaffected by the COVID-19 pandemic, it provides a rangesolid foundation for the Company. During the quarter, the Company received large orders for both the Joint Light Tactical Vehicle (JLTV) and the Family of 11.75%Heavy Tactical Vehicle (FHTV) programs that positively impacted the Company’s quarterly performance and increased the Company’s backlog. The defense segment’s backlog is the largest it has been in the last eight years at $3.4billion, including nearly $2 billion that the Company expects to 12.0%deliver in fiscal 2021.

While defense segment demand has remained strong, it still faces production challenges due to COVID-19 related supply chain disruptions and workforce availability. The defense segment has successfully navigated through numerous supplier shutdowns by re-sourcing critical components, and it has addressed workforce issues with social distancing and increased cleaning frequency to enable continued production. However, it is possible these factors could cause a shutdown of defense segment production in the coming months.

Fire trucks remain critical assets to first responders battling the COVID-19 pandemic on the frontlines. The fire truck orders that Pierce received in the second quarter represented the largest quarterly order amount in the Company’s history, leading to a range of 12.0% to 12.25%. The increase reflects the expectation of continued strong operational performance in the fourth quarter of fiscal 2019.

The Company continues to expect defense segment fiscal 2019 sales to be approximately $2.0 billion with operating income margin in the range of 9.5% to 9.75%.

The Company now expects fire & emergency segment fiscal 2019 sales to be approximately $1.25 billion, compared to the Company’s most recent expectation of approximately $1.225 billion, due to the timing of international sales. The Company increased its fiscal 2019 operating income margin estimate rangerecord backlog for the fire & emergency segment fromof more than $1.3 billion at the end of the quarter. Despite strong demand, the COVID-19 pandemic is impacting the fire & emergency segment in several ways: supply chain disruptions, workforce availability and delayed customer delivery inspections.

Like the Company’s other segments, operations in the commercial segment have remained open since these products are considered essential. COVID-19, however, is impacting the mixer product line orders as construction sites in some states face temporary shutdowns and customers look to push out deliveries. There have been some order pushouts in the refuse collection vehicle and IMT product lines as well. Similar to the Company’s other segments, the commercial segment has supply chain challenges as many suppliers limit their production or shut down due to “shelter-in-place” requirements. The Company has generally been successful in mitigating these challenges to date, but it is possible that a rangeparts shortage could limit production temporarily in the coming months.

With near term demand and supply chain challenges facing the Company’s businesses, the Company is focused on managing the Company’s cost structure and preserving liquidity. The Company’s balance sheet remains strong, with available liquidity of 13.50% to 13.75% toapproximately $1.2 billion consisting of cash of approximately $400 million and availability under the Company’s revolving line of credit of approximately $800 million. To maintain that strong liquidity, the Company paused its share repurchase program during the quarter. The Company has also implemented salary reductions, furloughs and other cost

31


Table of Contents

reduction actions across the Company that target pre-tax cost reductions of $80 million to $100 million for the second half of fiscal 2020. While the Company paused share repurchases, the Company’s Board of Directors approved a quarterly dividend payment of $0.30 per share.

approximately 14.0%As a result of the evolving impact of the COVID-19 pandemic, including the impact on the Company’s customers, suppliers, and the Company’s production facilities, the Company withdrew fiscal 2020 financial expectations on March 23, 2020. Many of these uncertainties remain, so the Company is not in a position to provide updated expectations for fiscal 2020 at this time.

The Company believes that the third quarter of fiscal 2020 will be the Company’s most challenging quarter for all segments, which will impact sales, operating income and earnings per share. The Company’s access equipment and commercial segments face uncertain customer demand, and all segments face a risk of supplier shortages of critical components and workforce availability challenges as a result of expected higher sales and continued improved operational performance in the fourth quarter of fiscal 2019.

The Company continues to expect commercial segment fiscal 2019 sales to be approximately $1.025 billion with operating income margin in the range of 5.75% to 6.0%.

The Company expects fiscal 2019 corporate expense to be in a range of $150 million to $155 million. The Company also refined its estimate of the effective tax rate to approximately 22.5% and reduced the assumed share count by 400,000 to 70.6 million shares. The revised effective tax rate estimate includes a charge related to adjustments to the Transition Tax liability. Excluding the adjustments to the Transition Tax liability, the Company’s adjusted effective tax rate is estimated to be approximately 21.5%.COVID-19 pandemic.

Results of Operations

Analysis of Consolidated Net Sales

The following table presents net sales by business segment (in millions):

 

Third Quarter Fiscal

 

 

First Nine Months Fiscal

 

 

Second Quarter Fiscal

 

 

First Six Months Fiscal

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Access equipment

 

$

1,249.1

 

 

$

1,160.1

 

 

$

3,063.2

 

 

$

2,716.2

 

 

$

693.0

 

 

$

987.6

 

 

$

1,410.9

 

 

$

1,814.1

 

Defense

 

 

511.1

 

 

 

442.6

 

 

 

1,461.9

 

 

 

1,364.3

 

 

 

615.0

 

 

 

486.7

 

 

 

1,108.1

 

 

 

950.8

 

Fire & emergency

 

 

341.0

 

 

 

283.8

 

 

 

919.7

 

 

 

786.0

 

 

 

255.6

 

 

 

283.2

 

 

 

518.0

 

 

 

578.7

 

Commercial

 

 

296.1

 

 

 

295.2

 

 

 

756.2

 

 

 

800.5

 

 

 

236.7

 

 

 

237.9

 

 

 

460.9

 

 

 

460.1

 

Intersegment eliminations and other

 

 

(4.6

)

 

 

(5.9

)

 

 

(14.7

)

 

 

(18.5

)

 

 

(3.6

)

 

 

(5.2

)

 

 

(6.1

)

 

 

(10.1

)

 

$

2,392.7

 

 

$

2,175.8

 

 

$

6,186.3

 

 

$

5,648.5

 

 

$

1,796.7

 

 

$

1,990.2

 

 

$

3,491.8

 

 

$

3,793.6

 

ThirdSecond Quarter Fiscal 20192020 Compared to 20192018

Consolidated net sales in the thirdsecond quarter of fiscal 2020 decreased $193.5 million, or 9.7%, compared to the second quarter of fiscal 2019 increased $216.9 million, or 10.0%, compared to the third quarteras a result of fiscal 2018 due to highersignificantly lower sales in all segments.the access equipment segment and lower fire & emergency segment sales, offset in part by higher defense segment sales.

Access equipment segment net sales in the thirdsecond quarter of fiscal 2019 increased $89.02020 decreased $294.6 million, or 7.7%29.8%, compared to the thirdsecond quarter of fiscal 2018.2019. The increasedecrease in sales was due to increased sales volumelower market demand, due in large part to the global economic shutdown as a result of the COVID-19 pandemic and, higher pricing to cover material cost escalation. Sales grew in all regions, except EAME, in the third quartera lesser extent, rental company customers slowing down their capital expenditures after two years of fiscal 2019.strong fleet growth.

Defense segment net sales in the thirdsecond quarter of fiscal 20192020 increased $68.5$128.3 million, or 15.5%26.4%, compared to the thirdsecond quarter of fiscal 2018. The increase in sales was2019 due to the continued ramp up of JLTV program sales to the U.S. government, under the Joint Light Tactical Vehicle (JLTV) program, offset in part by changes associated with the application of the new revenue recognition standard. Defense segment sales for the third quarter of fiscal 2019 without the adoption of the new revenue recognition standard would have been $521.5 million, an increase of 17.8% compared to the third quarter of fiscal 2018.lower FHTV program sales.

Fire & emergency segment net sales in the thirdsecond quarter of fiscal 2020 decreased $27.6 million, or 9.7%, compared to the second quarter of fiscal 2019 increased $57.2 million, or 20.2%, compareddue to delayed deliveries resulting from a supplier quality issue and travel restrictions related to the third quarter of fiscal 2018 as a result of changes associated with the application of the new revenue recognition standard, higher fire apparatus sales volume ($21 million)COVID-19 pandemic that prevented customers from inspecting and improved pricing. Fire & emergency segment sales for the third quarter of fiscal 2019 without the adoption of the new revenue recognition standard would have been $312.9 million, an increase of 10.3% compared to the third quarter of fiscal 2018.accepting vehicles.

Commercial segment net sales in the thirdsecond quarter of fiscal 2020 decreased $1.2 million, or 0.5%, compared to the second quarter of fiscal 2019 increased $0.9 million, or 0.3%, comparedon lower front-discharge concrete mixer volume due to the third quarterramp-up of fiscal 2018. The impact associated with the applicationproduction of thea new revenue recognition standard, higher package sales ($8 million) and improved pricing weremodel, offset in large part by lower shipment volume ($22 million), partially as a result of production disruptions associated with a partial roof collapsehigher refuse collection vehicles sales. Refuse collection vehicles sales in the second quarter of fiscal 2019. Commercial segment sales for the third quarter of fiscal 2019 without the adoption of the new revenue recognition standard would have been $286.4 million,prior year were negatively impacted by a decrease of 3.0% compared to the third quarter of fiscal 2018.

FirstNineMonths of Fiscal2019Compared to2018

Consolidated net sales increased $537.8 million, or 9.5%, to $6.19 billion in the first nine months of fiscal 2019 compared to the first nine months of fiscal 2018partial roof collapse due to higher access equipment, fire & emergency and defense segment sales, offset in part by lower commercial segment sales.extreme snow accumulation at the segment’s primary refuse collection vehicle manufacturing facility.

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Table of Contents

First Six Months of Fiscal 2020 Compared to 2019

Consolidated net sales decreased $301.8 million, or 8.0%, to $3.49 billion in the first six months of fiscal 2020 compared to the first six months of fiscal 2019 as a result of significantly lower sales in the access equipment segment and lower fire & emergency segment sales, offset in part by higher defense segment sales.

Access equipment segment net sales increased $347.0decreased $403.2 million, or 12.8%22.2%, to $3.06$1.41 billion in the first ninesix months of fiscal 20192020 compared to the first ninesix months of fiscal 2018. 2019. The increasedecrease in sales was led by a significant increase in telehandler sales volumedue to rental company customers in North America ($248 million), reflecting continued favorable business conditionsslowing down their capital expenditures after two years of strong fleet growth and improved production rateslower demand following the global economic shutdown as a result of the access equipment segment was completing the move of North American telehandler production in fiscal 2018. Higher pricing to cover material cost escalation also contributed to the increase in sales.COVID-19 pandemic.

Defense segment net sales increased $97.6$157.3 million, or 7.2%16.5%, to $1.46$1.11 billion in the first ninesix months of fiscal 2020 compared to the first six months of fiscal 2019 compared to the first nine months of fiscal 2018. The increase in sales was primarily due to the continued ramp up of JLTV program sales to the U.S. government, under the JLTV program, offset in part by changes associated with the application of the new revenue recognition standard and the absence of international Mine Resistant Ambush Protected-All Terrain Vehicle (M-ATV)lower FHTV program sales. Defense segment sales for the first nine months of fiscal 2019 without the adoption of the new revenue recognition standard would have been $1.44 billion, an increase of 5.8% compared to the first nine months of fiscal 2018.

Fire & emergency segment net sales increased $133.7decreased $60.7 million, or 17.0%10.5%, to $919.7$518.0 million in the first ninesix months of fiscal 2020 compared to the first six months of fiscal 2019 compareddue to favorable sales timing in the prior year period, delayed deliveries resulting from a supplier quality issue and travel restrictions related to the first nine months of fiscal 2018 as a result of higher fire apparatus sales volume ($54 million), changes associated with the application of the new revenue recognition standardCOVID-19 pandemic that prevented customers from inspecting and improved pricing. Fire & emergency segment sales for the first nine months of fiscal 2019 without the adoption of the new revenue recognition standard would have been $867.7 million, an increase of 10.4% compared to the first nine months of fiscal 2018.accepting vehicles.

Commercial segment net sales decreased $44.3increased $0.8 million, or 5.5%0.2%, to $756.2$460.9 million in the first ninesix months of fiscal 2020 compared to the first six months of 2019 on higher refuse collection vehicles sales, offset in large part by lower front-discharge concrete mixer volume due to the ramp-up of production of a new model. Refuse collection vehicles sales in the first six months of fiscal 2019 compared towere negatively impacted by the first nine months of fiscal 2018 on lower concrete mixer and refuse collection vehicle volumes as severe winter weather, including a partial roof collapse as a result of extreme snow accumulation, negatively impacted production at one of its manufacturing facilities in the second and third quarters of fiscalFebruary 2019. Commercial segment sales for the first nine months of fiscal 2019 without the adoption of the new revenue recognition standard would have been $746.4 million, a decrease of 6.8% compared to the first nine months of fiscal 2018.

Analysis of Consolidated Cost of Sales

The following table presents cost of sales by business segment (in millions):

 

Third Quarter Fiscal

 

 

First Nine Months Fiscal

 

 

Second Quarter Fiscal

 

 

First Six Months Fiscal

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Cost of sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Access equipment

 

$

990.1

 

 

$

936.9

 

 

$

2,480.6

 

 

$

2,248.0

 

 

$

563.6

 

 

$

795.0

 

 

$

1,146.3

 

 

$

1,490.5

 

Defense

 

 

455.0

 

 

 

368.5

 

 

 

1,234.5

 

 

 

1,132.5

 

 

 

529.3

 

 

 

410.0

 

 

 

964.7

 

 

 

779.5

 

Fire & emergency

 

 

267.1

 

 

 

223.4

 

 

 

725.8

 

 

 

621.5

 

 

 

212.3

 

 

 

224.4

 

 

 

419.3

 

 

 

458.7

 

Commercial

 

 

251.0

 

 

 

247.2

 

 

 

637.9

 

 

 

676.8

 

 

 

202.2

 

 

 

205.6

 

 

 

384.5

 

 

 

386.9

 

Intersegment eliminations and other

 

 

(4.4

)

 

 

(3.9

)

 

 

(12.6

)

 

 

(13.0

)

 

 

(3.1

)

 

 

(2.7

)

 

 

(4.9

)

 

 

(8.2

)

 

$

1,958.8

 

 

$

1,772.1

 

 

$

5,066.2

 

 

$

4,665.8

 

 

$

1,504.3

 

 

$

1,632.3

 

 

$

2,909.9

 

 

$

3,107.4

 

ThirdSecond Quarter Fiscal 20192020 Compared to 20192018

Consolidated cost of sales in the thirdsecond quarter of fiscal 20192020 was $1.96$1.50 billion, or 81.9%83.7% of sales, compared to $1.77$1.63 billion, or 81.4%82.0% of sales, in the thirdsecond quarter of fiscal 2018.2019. The 50170 basis point increase in cost of sales as a percentage of sales was primarily due to adverse product mix.

Access equipment segment cost of sales in the second quarter of fiscal 2020 was $563.6 million, or 81.3% of sales, compared to $795.0 million, or 80.5% of sales, in the second quarter of fiscal 2019. The 80 basis point increase in cost of sales as a percentage of sales was largely due to adverse absorption as a result of a planned slowdown in production (210 basis points), offset in part by lower incentive compensation accruals (120 basis points).

Defense segment cost of sales in the second quarter of fiscal 2020 was $529.3 million, or 86.1% of sales, compared to $410.0 million, or 84.2% of sales, in the second quarter of fiscal 2019. The 190 basis point increase in cost of sales as a percentage of sales was the result of unfavorable product mix due to the lower FHTV sales and higher material costs (190JLTV sales.

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Table of Contents

Fire & emergency segment cost of sales in the second quarter of fiscal 2020 was $212.3 million, or 83.1% of sales, compared to $224.4 million, or 79.2% of sales, in the second quarter of fiscal 2019. The 390 basis point increase in cost of sales as a percentage of sales was primarily attributable to adverse product mix (470 basis points), manufacturing inefficiencies (140 basis points) and the impact associated with the application of the new revenue recognition standardhigher engineering costs on lower sales (80 basis points), offset in part by improved pricing (230(330 basis points).

Commercial segment cost of sales in the second quarter of fiscal 2020 was $202.2 million, or 85.4% of sales, compared to $205.6 million, or 86.4% of sales, in the second quarter of fiscal 2019. The 100 basis point decrease in cost of sales as a percentage of sales was primarily attributable to a weather-related production disruption in the second quarter of the prior year (280 basis points) offset in part by higher litigation costs (180 basis points).

First Six Months of Fiscal 2020 Compared to 2019

Consolidated cost of sales was $2.91 billion, or 83.3% of sales, in the first six months of fiscal 2020 compared to $3.11 billion, or 81.9% of sales, in the first six months of fiscal 2019. The 140 basis point increase in cost of sales as a percentage of sales was due to adverse product mix (110 basis points), larger cumulative catch-up adjustments on contracts in the defense segment in the prior year first quarter, primarily as a result of the dollar amount of orders received in that quarter (60 basis points) and higher new product development spending (50 basis points), offset in part by improved price/cost dynamics (140 basis points).

Access equipment segment cost of sales was $1.15 billion, or 81.2% of sales, in the third quarterfirst six months of fiscal 20192020 compared to $1.49 billion, or 82.2% of sales, in the first six months of fiscal 2019. The 100 basis point decrease in cost of sales as a percentage of sales was $990.1due to improved price/cost dynamics (190 basis points), favorable product mix (50 basis points) and lower incentive compensation accruals (50 basis points), offset in part by unfavorable absorption (110 basis points) and flat engineering costs on lower sales (70 basis points).

Defense segment cost of sales was $964.7 million, or 87.1% of sales, in the first six months of fiscal 2020 compared to $779.5 million, or 82.0% of sales, in the first six months of fiscal 2019. The 510 basis point increase in cost of sales as a percentage of sales was attributable to larger cumulative catch-up adjustments on contracts in the prior year first quarter, primarily as a result of the dollar amount of orders received in that quarter (200 basis points), unfavorable product mix due to the lower FHTV sales and higher JLTV sales (200 basis points), a favorable resolution of contract compliance matters in the defense segment in the first six months of the prior year (60 basis points) and higher new product development spending (40 basis points).

Fire & emergency segment cost of sales was $419.3 million, or 80.9% of sales, in the first six months of fiscal 2020 compared to $458.7 million, or 79.3% of sales, comparedin the first six months of fiscal 2019. The 160 basis point increase in cost of sales as a percentage of sales was primarily attributable to $936.9adverse product mix (300 basis points), manufacturing inefficiencies (90 basis points) and higher engineering costs on lower sales (60 basis points), offset in part by improved pricing (330 basis points).

Commercial segment cost of sales was $384.5 million, or 80.8%83.4% of sales, in the third quarterfirst six months of fiscal 2018.2020 compared to $386.9 million, or 84.1% of sales, in the first six months of fiscal 2019. The 15070 basis point decrease in cost of sales as a percentage of sales was largely due to improved pricing (280 basis points), lower freight costs (70 basis points), manufacturing efficiencies (60absorption (170 basis points) and the absence of charges and operating inefficiencies related to restructuring actions (50improved price/cost dynamics (150 basis points), offset in part by higher materiallitigation costs (310(90 basis points), higher new product development costs (70 basis points) and higher warranty costs (70 basis points).

Defense segment cost of sales in the third quarter of fiscal 2019 was $455.0 million, or 89.0% of sales, compared to $368.5 million, or 83.3% of sales, in the third quarter of fiscal 2018. The 570 basis point increase in cost of sales as a percentage of sales was primarily attributable to the application of the new revenue recognition standard (310 basis points), including the acceleration of changes in contract estimates, unfavorable product mix (200 basis points) and costs related to the start-up of a manufacturing facility in Tennessee (120 basis points).

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Table of Contents

Fire & emergency segment cost of sales in the third quarter of fiscal 2019 was $267.1 million, or 78.3% of sales, compared to $223.4 million, or 78.7% of sales, in the third quarter of fiscal 2018. The 40 basis point decrease in cost of sales as a percentage of sales was primarily attributable to improved pricing (240 basis points) and lower engineering costs (100 basis points), offset in part by higher material costs (200 basis points) and adverse product mix (110 basis points).

Commercial segment cost of sales in the third quarter of fiscal 2019 was $251.0 million, or 84.8% of sales, compared to $247.2 million, or 83.7% of sales, in the third quarter of fiscal 2018. The 110 basis point increase in cost of sales as a percentage of sales was primarily attributable to lost sales and increased costs incurred in association with the weather-related partial roof collapse at one of its manufacturing facilities in the second quarter of fiscal 2019.

Intersegment eliminations and other includes intercompany profit on inter-segment sales not yet sold to third party customers.

FirstNine Months of Fiscal2019Compared to2018

Consolidated cost of sales was $5.07 billion, or 81.9% of sales, in the first nine months of fiscal 2019 compared to $4.67 billion, or 82.6% of sales, in the first nine months of fiscal 2018. The 70 basis point decrease in cost of sales as a percentage of sales was due to improved pricing (200 basis points) and the absence of charges and operating inefficiencies related to restructuring actions in the access equipment and commercial segments (50 basis points), offset in part by higher material costs (180 basis points).

Access equipment segment cost of sales was $2.48 billion, or 81.0% of sales, in the first nine months of fiscal 2019 compared to $2.25 billion, or 82.8% of sales, in the first nine months of fiscal 2018. The 180 basis point decrease in cost of sales as a percentage of sales was largely due to improved pricing (260 basis points), the absence of charges and operating inefficiencies related to restructuring actions (100 basis points) and lower freight costs (40 basis points), offset in part by higher material and labor costs (250 basis points).

Defense segment cost of sales was $1.23 billion, or 84.4% of sales, in the first nine months of fiscal 2019 compared to $1.13 billion, or 83.0% of sales, in the first nine months of fiscal 2018. The 140 basis point increase in cost of sales as a percentage of sales was attributable to adverse product mix (180 basis points), offset in part by the application of the new revenue recognition standard (40 basis points).

Fire & emergency segment cost of sales was $725.8 million, or 78.9% of sales, in the first nine months of fiscal 2019 compared to $621.5 million, or 79.1% of sales, in the first nine months of fiscal 2018. Improved pricing was mostly offset by higher material costs.

Commercial segment cost of sales was $637.9 million, or 84.4% of sales, in the first nine months of fiscal 2019 compared to $676.8 million, or 84.5% of sales, in the first nine months of fiscal 2018.

Intersegment eliminations and other includes intercompany profit on inter-segment sales not yet sold to third party customers.

Analysis of Consolidated Operating Income (Loss)

The following table presents operating income (loss) by business segment (in millions):

 

Third Quarter Fiscal

 

 

First Nine Months Fiscal

 

 

Second Quarter Fiscal

 

 

First Six Months Fiscal

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Access equipment

 

$

189.9

 

 

$

149.3

 

 

$

376.1

 

 

$

260.6

 

 

$

70.8

 

 

$

119.8

 

 

$

139.8

 

 

$

186.2

 

Defense

 

 

29.5

 

 

 

48.2

 

 

 

152.8

 

 

 

162.4

 

 

 

58.2

 

 

 

52.2

 

 

 

89.1

 

 

 

123.3

 

Fire & emergency

 

 

50.7

 

 

 

36.5

 

 

 

127.2

 

 

 

97.8

 

 

 

20.5

 

 

 

36.6

 

 

 

51.5

 

 

 

76.5

 

Commercial

 

 

21.5

 

 

 

25.1

 

 

 

48.0

 

 

 

49.8

 

 

 

8.1

 

 

 

7.8

 

 

 

25.9

 

 

 

26.5

 

Corporate

 

 

(33.8

)

 

 

(35.9

)

 

 

(110.2

)

 

 

(116.5

)

 

 

(24.0

)

 

 

(40.8

)

 

 

(63.6

)

 

 

(76.4

)

 

$

257.8

 

 

$

223.2

 

 

$

593.9

 

 

$

454.1

 

 

$

133.6

 

 

$

175.6

 

 

$

242.7

 

 

$

336.1

 

ThirdSecond Quarter Fiscal 20192020 Compared to 20192018

Consolidated operating income in the thirdsecond quarter of fiscal 2019 increased 15.5%2020 decreased 23.9% to $257.8$133.6 million, or 10.8%7.4% of sales, compared to $223.2$175.6 million, or 10.3%8.8% of sales, in the thirdsecond quarter of fiscal 2018.2019. The increasedecrease in consolidated operating income was primarily a resultdue to the impact of improved access equipmentlower gross margin associated with lower sales volume ($48 million) and fire & emergency segment results,an adverse product mix ($28 million), offset in part by lower defense segment results. Consolidated operating income for the third quarter of 2019 without the adoption of the new revenue recognition standard would have been $270.0 million, or 11.4% of sales.

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Table of Contents

incentive compensation accruals ($28 million) and lower intangible asset amortization ($8 million).

Access equipment segment operating income in the thirdsecond quarter of fiscal 2019 increased 27.2%2020 decreased 40.9% to $189.9$70.8 million, or 15.2%10.2% of sales, compared to $149.3$119.8 million, or 12.1% of sales, in the second quarter of fiscal 2019. The decrease in operating income was primarily due to the impact of lower gross margin associated with lower sales volume ($75 million) and adverse absorption as a result of a planned slowdown in production ($7 million), offset in part by lower incentive compensation accruals ($17 million), lower intangible asset amortization ($8 million) and favorable product mix ($4 million).

Defense segment operating income in the second quarter of fiscal 2020 increased 11.5% to $58.2 million, or 9.5% of sales, compared to $52.2 million, or 10.7% of sales, in the second quarter of fiscal 2019. The increase in operating income was due to the higher gross margin associated with higher sales volume ($24 million), offset in part by adverse product mix ($10 million), higher warranty expense ($3 million) and higher new product development investments ($3 million). Changes in estimates on contracts accounted for under the cost-to-cost method increased defense segment operating income by $10.6 million and $11.3 million in the second quarter of fiscal 2020 and 2019, respectively. These changes were primarily a result of adding new orders received during the respective quarters to the estimate at completion calculations.

Fire & emergency segment operating income in the second quarter of fiscal 2020 decreased 44.0% to $20.5 million, or 8.0% of sales, compared to $36.6 million, or 12.9% of sales, in the thirdsecond quarter of fiscal 2018.2019. The decrease in operating income was largely a result of adverse product mix ($12 million), lower gross margin associated with lower sales volume ($10 million) and manufacturing inefficiencies ($3 million), offset in part by improved pricing ($11 million).

Commercial segment operating income in the second quarter of fiscal 2020 increased 3.8% to $8.1 million, or 3.4% of sales, compared to $7.8 million, or 3.3% of sales, in the second quarter of fiscal 2019. The increase in operating income was primarily due to improved pricing, the higher gross margin associated with higher sales volumeabsence of the weather-related production disruptions experienced in the prior year quarter ($14 million), improved manufacturing efficiencies ($10 million) and a gain on the sale of a building ($27 million), offset in part by higher materiallitigation costs ($4 million) and labor costs.start-up costs related to the launch of a new concrete mixer model.

Defense segmentCorporate operating incomecosts decreased $16.8 million to $24.0 million in the thirdsecond quarter of fiscal 2019 decreased 38.8% to $29.5 million, or 5.8% of sales,2020 compared to $48.2$40.8 million or 10.9% of sales, in the third quarter of fiscal 2018. The decrease in operating income was due to the application of the new revenue recognition standard ($18 million), including higher costs on various contracts, costs to start up the manufacturing facility in Tennessee ($5 million) and adverse product mix ($10 million), offset in part by the impact of higher sales volume ($12 million). Defense segment operating income for the third quarter of fiscal 2019 without the adoption of the new revenue recognition standard would have been $47.3 million, or 9.1% of sales.

Fire & emergency segment operating income in the third quarter of fiscal 2019 increased 38.9% to $50.7 million, or 14.9% of sales, compared to $36.5 million, or 12.9% of sales, in the third quarter of fiscal 2018. The increase in operating income was primarily attributable to higher gross margin from higher sales volume ($13 million) and improved pricing, offset in part by higher material costs ($7 million). Fire & emergency segment operating income for the third quarter of fiscal 2019 without the adoption of the new revenue recognition standard would have been $46.4 million, or 14.8% of sales.

Commercial segment operating income in the third quarter of fiscal 2019 decreased 14.3% to $21.5 million, or 7.3% of sales, compared to $25.1 million, or 8.5% of sales, in the third quarter of fiscal 2018. The decrease in operating income was largely due to the business disruption caused by the weather-related partial roof collapse at one of its manufacturing facilities in the second quarter of fiscal 2019, warranty campaign costsprimarily as a result of lower management incentive compensation expense ($7 million), lower new product development spending ($2 million) and higher research and development spend.a decrease in post-retirement liabilities ($2 million).

Corporate operating costs decreased $2.1 million to $33.8 million in the third quarter

35


Table of fiscal 2019 compared to $35.9 million in the third quarter of fiscal 2018, mainly driven by lower research and development spend.Contents

Consolidated selling, general and administrative expenses decreased 2.5%9.0% to $166.9$157.4 million, or 7.0%8.8% of sales, in the thirdsecond quarter of fiscal 20192020 compared to $171.2$173.0 million, or 7.9%8.7% of sales, in the thirdsecond quarter of fiscal 2018.2019. The decrease in consolidated selling, general and administrative expenses was generally a result of a gain on sale of a buildinglower incentive compensation expense ($218 million) and lower consulting costs ($1 million).

FirstNine Six Months of Fiscal 20192020 Compared to 20192018

Consolidated operating income in the first ninesix months of fiscal 2019 increased 30.8%2020 decreased 27.8% to $593.9$242.7 million, or 9.6%7.0% of sales, compared to $454.1$336.1 million, or 8.0%8.9% of sales, in the first ninesix months of fiscal 2018.2019. The increasedecrease in operating income was primarily due to the impact of lower gross margin associated with lower sales volume ($72 million); adverse product mix ($41 million); larger cumulative catch-up adjustments on contracts in the defense segment in the first six months of the prior year, primarily as a result of the impactrelative size of improved pricingorders received in the two periods ($15828 million),; higher gross margin associated with aselling, general and administrative costs ($14 million); and higher consolidated sales volumenew product development spending ($96 million) and the absence of restructuring-related charges ($3312 million), offset in part by higher material costsimproved price/cost dynamics ($9860 million). The first nine months of fiscal 2018 also included a benefit of $8.9 million related to the collection of receivables that had previously been fully reserved, lower incentive compensation accruals ($24 million) and a benefit of $7.7 million related to the recognition of deferred margin upon the receipt of cash from a customer.lower intangible asset amortization ($10 million).

Access equipment segment operating income in the first ninesix months of fiscal 2019 increased 44.3%2020 decreased 24.9% to $376.1$139.8 million, or 12.3%9.9% of sales, compared to $260.6$186.2 million, or 9.6%10.3% of sales, in the first ninesix months of fiscal 2018.2019. The increasedecrease in operating income was primarily due to improved pricing, higherlower gross margin associated with higherlower sales volume ($67 million), the absence of restructuring-related expenses ($28 million) and lower freight costs ($10101 million), offset in part by higher materialimproved price/cost dynamics ($31 million), lower incentive compensation accruals ($16 million), and labor costs. The first nine months of fiscal 2018 also included a benefit of $8.9 million related to the collection of receivables that had previously been fully reserved and a benefit of $7.7 million related to the recognition of deferred margin upon the receipt of cash from a customer.lower intangible asset amortization ($10 million).

Defense segment operating income in the first ninesix months of fiscal 20192020 decreased 5.9%27.7% to $152.8$89.1 million, or 10.5%8.0% of sales, compared to $162.4$123.3 million, or 11.9%13.0% of sales, in the first ninesix months of fiscal 2018.2019. The decrease in operating income was primarily a result of larger cumulative catch-up adjustments on contract margins in the first six months of the prior year ($27 million), adverse product mix ($2522 million), higher new product development spending ($8 million), higher selling, general and administrative costs ($7 million) and costs to start upa favorable resolution of contract compliance matters in the manufacturing facility in Tennesseefirst six months of the prior year ($136 million), offset in part by higher gross margin associated with higher sales volume and changes associated with($39 million). Changes in estimates on contracts accounted for under the application of the new revenue recognition standard ($9 million). Defensecost-to-cost method increased defense segment operating income forby $14.6 million and $41.6 million in the first ninesix months of fiscal 2020 and 2019, withoutrespectively. These changes were primarily a result of adding new orders received during the adoption ofrespective periods to the new revenue recognition standard would have been $144.0 million, or 10.0% of sales. The full year impact of the new revenue recognition standard is expected to be immaterial to defense segment operating income.estimate at completion calculations.

Fire & emergency segment operating income in the first ninesix months of fiscal 2019 increased 30.1%2020 decreased 32.7% to $127.2$51.5 million, or 13.8%9.9% of sales, compared to $97.8$76.5 million, or 12.4%13.2% of sales, in the first ninesix months of fiscal 2018.2019. The increasedecrease in operating income was largely a result of improved pricing and higherlower gross margin attributable toassociated with lower sales volume ($22 million), adverse product mix ($16 million), higher sales volume,selling, general and administrative expenses ($5 million) and manufacturing inefficiencies ($5 million), offset in part by higher material costs. Fire & emergency segment operating income for the first nine months of fiscal 2019 without the adoption of the new revenue recognition standard would have been $118.6 million, or 13.7% of sales.

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improved price/cost dynamics ($23 million).

Commercial segment operating income in the first ninesix months of fiscal 20192020 decreased 3.6%2.3% to $48.0$25.9 million, or 6.3%5.6% of sales, compared to $49.8$26.5 million, or 6.2%5.8% of sales, in the first ninesix months of fiscal 2018.2019. The decrease in operating income was primarily a result of the impact of the business disruption caused by the weather-related partial roof collapse at one of its manufacturing facilities in the second quarter of fiscal 2019,due to higher new product development spending ($3 million), higher selling, general and administrative expenses ($3 million) and higher warranty costs ($3 million), offset in part by the absence of restructuring-related costs. The commercial segment incurred $4.3 million of restructuring charges in the first nine months of fiscal 2018.improved price/cost dynamics ($12 million).

Corporate operating costs in the first ninesix months of fiscal 20192020 decreased $6.3$12.8 million to $110.2$63.6 million compared to the first ninesix months of fiscal 2018. The decrease in corporate operating costs was2019, primarily due to lower research and development spending andas a result of lower management incentive compensation expense.expense ($6 million) and lower medical costs ($4 million).

Consolidated selling, general and administrative expenses decreased 0.2%slightly to $498.5$330.8 million, or 8.1%9.5% of sales, in the first ninesix months of fiscal 20192020 compared to $499.5$331.6 million, or 8.8%8.7% of sales, in the first ninesix months of fiscal 2018.2019. The decrease in consolidated selling, general and administrative expenses was generally a result of lower management incentive compensation expense ($16 million), largely offset by higher software maintenance costs ($5 million), higher professional services costs ($7 million) and higher stock-based compensation expense ($2 million).

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Analysis of Non-Operating Income Statement Items

ThirdSecond Quarter Fiscal 20192020 Compared to 20192018

Interest expense net of interest income decreased $11.3increased $9.0 million to $12.2$20.7 million in the thirdsecond quarter of fiscal 20192020 compared to $23.5$11.7 million in the thirdsecond quarter of fiscal 2018. Fiscal 2018 third2019. The second quarter resultsof fiscal 2020 included $9.9$8.5 million of debt extinguishment costs incurred in connection with the refinancing of the Company’s senior notes and credit agreement.notes.

Other miscellaneous incomeexpense of $0.3$5.8 million in the thirdsecond quarter of fiscal 2020 and miscellaneous income of $1.2 million in the second quarter of fiscal 2019 and other miscellaneous expense of $2.6 million in the third quarter of fiscal 2018 primarily related to gains and losses on investments held in a rabbi trust, net foreign currency transaction gains and losses, investment gains and losses on a rabbi trust and non-service related costs of the Company’s pension plans.

The Company recorded income tax expense in the thirdsecond quarter of fiscal 20192020 of $53.7$38.3 million, or 21.8%35.8% of pre-tax income, compared to $44.6$36.2 million, or 22.6%21.9% of pre-tax income, in the thirdsecond quarter of fiscal 2018.2019. Results for the second quarter of fiscal 2020 were adversely impacted by tax valuation reserves of $11.4 million recorded against certain foreign net deferred tax assets in Europe. The decreaseCompany is also not benefiting current fiscal year losses related to this entity, resulting in an increase to the Company’soverall effective income tax rate was primarily due to the Tax Reform Act. The Company had a blended federal statutory income tax rate of 24.5% in fiscal 2018 versus 21.0% in fiscal 2019. The Company recorded $1.2 million and $2.9 million of discrete tax benefits in the third quarter of fiscal 2019 and 2018, respectively.rate.

Equity in losses of unconsolidated affiliates of $0.3$0.2 million in the thirdsecond quarter of fiscal 20192020 and equity in earnings of $0.9$0.4 million in the thirdsecond quarter of fiscal 20182019 primarily represented the Company’s equity interest in a commercial entity in Mexico and a joint venture in Europe.Mexico.

FirstNine Six Months of Fiscal 20192020 Compared to 20192018

Interest expense net of interest income decreased $9.8increased $9.3 million to $35.4$32.5 million in the first ninesix months of fiscal 20192020 compared to the first ninesix months of fiscal 2018.2019. The decrease was driven by $9.9second quarter of fiscal 2020 included $8.5 million of debt extinguishment costs incurred in connection with the refinancing of the Company’s senior notes and credit agreement in the third quarter of fiscal 2018 and lower interest costs as the result of refinancing the Company’s debt, offset in part by the receipt of interest in the second quarter of fiscal 2018 from a customer that had been on non-accrual status.notes.

Other miscellaneous incomeexpense of $0.3$6.2 million in the first ninesix months of fiscal 2019 and other miscellaneous expense $4.1 million in the first nine months of fiscal 20182020 primarily related to gains and losses on investments held in a rabbi trust, net foreign currency transaction gains and losses, investment gains and losses on a rabbi trust and non-service related costs of the Company’s pension plans.

The Company recorded income tax expense in the first ninesix months of fiscal 20192020 of $129.6$59.0 million, or 23.2%28.9% of pre-tax income, compared to $85.5$75.9 million, or 21.1%24.3% of pre-tax income, in the first ninesix months of fiscal 2018.2019. Results for the first ninesix months of fiscal 2020 were adversely impacted by tax valuation reserves of $11.4 million recorded against certain foreign net deferred tax assets in Europe. Results for the first six months of fiscal 2019 were adversely impacted by discrete tax charges of $5.9$7.3 million, including $5.0$6.2 million of charges for uncertain tax position reserves related to the Transition Tax liability. Resultsliability for the first nine months of fiscal 2018 were favorably impacted by discrete tax benefits of $14.3 million, primarily due to favorable share-based compensation tax benefits of $4.5 million and a $8.7 million net tax benefit related to the Tax Reform Act.

On December 22, 2017, the Tax Reform Act was signed into law by President Trump. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018, repealing the deduction for domestic production activities, implementing a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. As a resultsubsidiaries associated with the U.S. Tax Cuts and Jobs Act.

Equity in losses of the Tax Reform Act, the Company recorded a tax benefitunconsolidated affiliates of $30.2$0.7 million as a result of the remeasurement of deferred tax assets and liabilities and a tax charge of $21.5 million due to the Transition Tax in the first ninesix months of fiscal 2018.

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Equity2020 and equity in earnings of unconsolidated affiliates of $0.2$0.5 million in the first ninesix months of fiscal 2019 and $1.3 million in the first nine months of 2018 primarily represented the Company’s equity interest in a commercial entity in Mexico and a joint venture in Europe.

Mexico.

Liquidity and Capital Resources

The Company generates significant capital resources from operating activities, which is the expected primary source of funding. OtherThe Company expects cash flow from operations to be positive in fiscal 2020. In addition to cash generated from operations, the Company had other sources of liquidity are available at March 31, 2020, including $403.9 million of cash and cash equivalents and $787.8 million of unused available capacity under the Revolving Credit Facility (as defined in “Liquidity”) and available cash and cash equivalents. At June 30, 2019, the Company had cash and cash equivalents of $152.2 million and $784.2 of unused available capacity under the Revolving Credit Facility.. Borrowings under the Revolving Credit Facility could, as discussed below, be limited by the financial covenants contained in the Credit Agreement (as defined in “Liquidity”).


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These sources of liquidity are needed to fund the Company’s working capital requirements, capital expenditures, dividends, share repurchases, debt service requirements and acquisitions. The Company expects to meet its fiscal 2019 U.S. funding needs without repatriating undistributed profits that are indefinitely reinvested outside the United States.

The Company expects to generate approximately $485 million of cash flow from operations in fiscal 2019. The Company expects that during fiscal 2019 approximately $175 million of cash will be utilized for capital spending needs. The Company is targeting $350 million of the cash generated in fiscal 2019 to be utilized for share repurchases, including repurchases completed inDuring the first ninesix months of fiscal 2019. On May 7, 2019, the Company’s Board of Directors increased the Company’s Common Stock repurchase authorization by 8,637,179 shares to 10,000,000 shares. The Company repurchased 1,166,914 shares under this authorization during the three months ended June 30, 2019, resulting in remaining authority to repurchase 8,833,086 shares of Common Stock as of June 30, 2019. The Company expects to have sufficient liquidity to finance its operations over the next twelve months.

Financial Condition atJune 30, 2019

The Company’s capitalization was as follows (in millions):

 

 

June 30,

2019

 

 

September 30,

2018

 

Cash and cash equivalents

 

$

152.2

 

 

$

454.6

 

Total debt

 

 

818.7

 

 

 

818.0

 

Total shareholders’ equity

 

 

2,596.9

 

 

 

2,513.5

 

Total capitalization (debt plus equity)

 

 

3,415.6

 

 

 

3,331.5

 

Debt to total capitalization

 

 

24.0

%

 

 

24.6

%

The Company’s ratio of debt to total capitalization of 24.0% at June 30, 2019 remained within its targeted range.

During the first nine months of fiscal 2019,2020, the Company repurchased 4,043,627550,853 shares of its Common Stock under a repurchase authorization approved by the Company’s Board of Directors at a cost of $283.9$40.8 million. In March 2020, the Company paused its share repurchases to preserve liquidity in response to the COVID-19 pandemic. The Company maintains a long-term strategy of returning approximately 50% of its free cash flow (defined as “cash flows from operations” less “additions to property, plant and equipment” less “additions to equipment held for rental” plus “proceeds from sale of property, plant and equipment” plus “proceeds from sale of equipment held for rental”) to shareholders in the form of dividends and share repurchases. As of June 30, 2019,March 31, 2020, the Company had approximately 8.87.5 million shares of Common Stock remaining under the repurchase authorization. The Company expects to utilize approximately $110 million of cash during fiscal 2020 for capital spending needs, down from previous expectations of $150 million as the Company has deferred noncritical projects in response to the COVID-19 pandemic.

The Company continues to expect to have sufficient liquidity to finance its operations over the next twelve months.

Financial Condition atMarch 31, 2020

The Company’s capitalization was as follows (in millions):

 

 

March 31,

2020

 

 

September 30,

2019

 

Cash and cash equivalents

 

$

403.9

 

 

$

448.4

 

Total debt

 

 

822.3

 

 

 

819.0

 

Total shareholders’ equity

 

 

2,689.0

 

 

 

2,599.8

 

Total capitalization (debt plus equity)

 

 

3,511.3

 

 

 

3,418.8

 

Debt to total capitalization

 

 

23.4

%

 

 

24.0

%

The Company’s ratio of debt to total capitalization of 23.4% at March 31, 2020 remained within its targeted range.

Consolidated days sales outstanding (defined as “Trade Receivables” at quarter end divided by “Net Sales” for the most recent quarter multiplied by 90 days) wasincreased from 63 days at both September 30, 2018 and June 30, 2019.2019 to 67 days at March 31, 2020 primarily due to the timing of sales within the quarter. Days sales outstanding for segments other than the defense segment decreasedincreased from 5352 days at September 30, 20182019 to 5257 days at June 30, 2019.March 31, 2020. Consolidated inventory turns (defined as “Cost of Sales” on an annualized basis, divided by the average “Inventory” at the past five quarter end periods) decreased from 5.15.2 times at September 30, 20182019 to 4.94.0 times at June 30, 2019March 31, 2020 as a result of higher inventory levels in the access equipment segment stemming from the sudden decrease in advancecustomer demand late in the quarter as a result of anticipated ANSI standard changes in December 2019.the COVID-19 pandemic.

Cash Flows

Operating Cash Flows

Operating activities generated $105.8provided $64.8 million of cash in the first ninesix months of fiscal 20192020 compared to $220.2$153.0 million in the first ninesix months of fiscal 2018.2019. The decrease in cash provided by operating cash flowactivities in the first ninesix months of fiscal 20192020 as compared to the first ninesix months of fiscal 20182020 was primarily due to the timing of inventory receipts in the access equipment segment, offset in part by higherlower consolidated net income. Production levels in fiscal 2019 in the access equipment segment have been more evenly balanced throughout the year. While inventory build in the access equipment segment was higher than the first nine months of fiscal 2018, the inventory was received more evenly throughout the quarters and, as a result, the segment did not experience a corresponding increase in the accounts payable at June 30.

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Investing Cash Flows

Investing activities used cash of $71.5$37.1 million in the first ninesix months of fiscal 2020 compared to $56.3 million in the first six months of fiscal 2019 compared to $55.3 millionas a customer in the access equipment segment purchased a large amount of equipment that such customer was previously renting in the first nine monthsquarter of fiscal 2018.2020. Through March 31, 2020, the Company had utilized $57.5 million for capital expenditures. The Company anticipates that it will spend $175$110 million on capital expenditures in fiscal 2019. The higher than typical capital spending for the Company reflects the construction of the Company’s new global headquarters in Oshkosh, Wisconsin.

2020.

Financing Cash Flows

Financing activities used cash of $337.5$73.1 million in the first ninesix months of fiscal 20192020 compared to $242.0$232.0 million in the first ninesix months of fiscal 2018.2019. The increasedecrease in cash utilized for financing activities was due to an increasea decrease in Common Stock repurchases

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under the repurchase authorization approved by the Company’s Board of Directors. In the first ninesix months of fiscal 2019,2020, the Company repurchased 4,043,627550,853 shares of its Common Stock at an aggregate cost of $283.9$40.8 million. In the first ninesix months of fiscal 2018,2019, the Company repurchased 2,110,3072,876,713 shares of its Common Stock at an aggregate cost of $166.8$195.0 million.

Liquidity

Senior Credit Agreement

In April 2018, the Company entered into a Second Amended and Restated Credit Agreement with various lenders (the “Credit Agreement”). The Credit Agreement provides for (i) an unsecured revolving credit facility (the “Revolving Credit Facility”) that matures in April 2023 with an initial maximum aggregate amount of availability of $850 million and (ii) an unsecured $325 million term loan (the “Term Loan”) due in quarterly principal installments of $4.1 million commencing as of September 30, 2019 with a balloon payment of $264.1 million due at maturity in April 2023. As of March 31, 2020, all required quarterly principal installments and $39.1 million of the balloon payment on the Term Loan have been prepaid. At June 30, 2019,March 31, 2020, outstanding letters of credit of $65.8$62.2 million reduced available capacity under the Revolving Credit Facility to $784.2. See Note 12 of the Notes to Condensed Consolidated Financial Statements for additional information regarding the Credit Agreement.$787.8 million.

Under the Credit Agreement, the Company is obligated to pay (i) an unused commitment fee ranging from 0.125% to 0.275% per annum of the average daily unused portion of the aggregate revolving credit commitments under the Credit Agreement and (ii) a fee ranging from 0.563% to 1.75% per annum of the maximum amount available to be drawn for each letter of credit issued and outstanding under the Credit Agreement.

Borrowings under the Credit Agreement bear interest at a variable rate equal to (i) LIBOR plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied, or (ii) for dollar-denominated loans only, the base rate (which is the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate plus 0.50% or (c) the sum of 1% plus one-month LIBOR) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied.

Covenant Compliance

The Credit Agreement contains various restrictions and covenants, including requirements that the Company maintain certain financial ratios at prescribed levels and restrictions, subject to certain exceptions, on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, incur additional indebtedness, and dispose of assets, and consummate acquisitions.substantially all assets.

The Credit Agreement contains the following financial covenants:

 

Leverage Ratio: A maximum leverage ratio (defined as, with certain adjustments, the ratio of the Company’s consolidated indebtedness to consolidated net income before interest, taxes, depreciation, amortization, non-cash charges and certain other items (EBITDA)) as of the last day of any fiscal quarter of 3.75 to 1.00.

 

Interest Coverage Ratio: A minimum interest coverage ratio (defined as, with certain adjustments, the ratio of the Company’s consolidated EBITDA to the Company’s consolidated cash interest expense) as of the last day of any fiscal quarter of 2.50 to 1.00.

With certain exceptions, the Credit Agreement limits the ability of the Company to pay dividends and other distributions, including repurchases of shares of its Common Stock. However, so long as no event of default exists under the Credit Agreement or would result from such payment, the Company may pay dividends and other distributions after April 3, 2018, in an aggregate amount not exceeding the sum of:

i.

$1.46 billion;

ii.

50% of the consolidated net income of the Company and its subsidiaries (or if such consolidated net income is a deficit, minus 100% of such deficit), accrued on a cumulative basis during the period beginning on April 3, 2018 and ending on the last day of the fiscal quarter immediately preceding the date of the applicable proposed dividend or distribution; and

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iii.

100% of the aggregate net proceeds received by the Company subsequent to April 3, 2018 either as a contribution to its common equity capital or from the issuance and sale of its Common Stock.

The Company was in compliance with the financial covenants contained in the Credit Agreement as of June 30, 2019March 31, 2020 and expects to be able to meet the financial covenants contained in the Credit Agreement over the next twelve months.

Senior Notes

In March 2015, the Company issued $250.0 million of 5.375% unsecured senior notes due March 1, 2025 (the “2025 Senior Notes”). The proceeds of the note issuance were used to repay existing outstanding notes of the Company.

OnIn May 17, 2018, the Company issued $300.0 million of 4.600% unsecured senior notes due May 15, 2028 (the “2028 Senior Notes”). On February 26, 2020, the Company issued $300.0 million of 3.100% unsecured senior notes due March 1, 2030 (the “2030 Senior Notes”) at a $1.0 million discount.discount of $1.2 million. The Company used a portion of the net proceeds from the sale of the 20282030 Senior Notes to repay certain outstanding notesredeem all of the outstanding 2025 Senior Notes at a premium of $6.7 million. The Company andused the remaining net proceeds to pre-pay $49.2 million ofall outstanding future quarterly principal installment payments underinstallments, as well as pay

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down a portion of the balloon payment due at maturity on the Term Loan. The 2025Company recognized approximately $8.5 million of expense associated with the 2030 Senior Notes transaction, comprised of unamortized debt issuance costs and call premium costs. Expenses related to the transaction are included in interest expense. Additionally, approximately $2.9 million of debt issuance costs were capitalized to long-term debt in connection with the transaction.

The 2028 Senior Notes and the 20282030 Senior Notes were issued pursuant to separate indenturesan indenture (the “Indentures”“Indenture”) between the Company and a trustee. The Indentures containIndenture contains customary affirmative and negative covenants. The Company has the option to redeem the 2025 Senior Notes for a premium after March 1, 2020. The Company has the option to redeem the 2028 and 2030 Senior Notes at any time for a premium.

Refer to Note 1213 to Condensed Consolidated Financial Statements for additional information regarding the Company’s debt as of June 30, 2019.March 31, 2020.

Contractual Obligations, Commercial Commitments and Off-Balance Sheet Arrangements

The Company’s contractual obligations, commercial commitments and off-balance sheet arrangement disclosures in its Annual Report on Form 10-K for the year ended September 30, 20182019 have not materially changed since that report was filed.

Application of Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires the Company to make judgments, assumptions and estimates that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. The accounting policies that the Company believes are most critical to the portrayal of its financial condition and results of operations are reported in Item 7 of the Company’s Annual Report on Form 10-K for the year ended September 30, 2018. In the first quarter of fiscal 2019, the Company adopted ASC 606 relating to revenue recognition, as discussed in Note 2 and Note 3 of the Notes to Condensed Consolidated Financial Statements.2019.

Critical Accounting Estimates

The Company’s disclosures of critical accounting estimates in its Annual Report on Form 10-K for the year ended September 30, 20182019 have not materially changed since that report was filed, except for the Company’s adoption of ASC 606 relating to revenue recognition, as discussed in Note 2 and Note 3 of the Notes to Condensed Consolidated Financial Statements.filed.

New Accounting Standards

See Note 2 of the Notes to Condensed Consolidated Financial Statements for a discussion of the impact on the Company’s Condensed Consolidated Financial Statements of new accounting standards.

Customers and Backlog

Sales to the U.S. government comprised approximately 24%33% of the Company’s net sales in the first ninesix months of fiscal 2019.2020. No other single customer accounted for more than 10% of the Company’s net sales for this period. A significant portionsubstantial majority of the Company’s net sales are derived from the fulfillment of customer orders that are received prior to commencing production.

The Company’s backlog at June 30, 2019 increased 3.5%March 31, 2020 decreased 3.2% to $4.99$5.98 billion compared to $4.83$6.18 billion at June 30, 2018.March 31, 2019. Access equipment segment backlog decreased 30.3%45.5% to $854.8$844.4 million at June 30, 2019March 31, 2020 compared to $1.23$1.55 billion at June 30, 2018. Record sales inMarch 31, 2019 as the third quarter of fiscal 2019COVID-19 pandemic and a moderation in customerlower planned fleet growth has caused customers to reduce orders in North America and Europe, in part as a result of adverse weather, drove backlog below record third quarter backlog in the prior year.fiscal 2020. Defense segment backlog increased 26.5%10.3% to $2.85$3.41 billion at June 30, 2019March 31, 2020 compared to $2.25$3.09 billion at June 30, 2018March 31, 2019 primarily due to a $1.7 billion order for approximately 6,100 JLTVshigher international and kits received from the U.S. Army during the first quarter of fiscal 2019, offset in part by shipments in the first nine months of fiscal 2019.parts backlog. Fire & emergency segment backlog decreased 1.1%increased 21.6% to $956.4 million$1.33 billion at June 30, 2019March 31, 2020 compared to $967.1 million$1.09 billion at June 30, 2018.March 31, 2019. The fire & emergency segment experienced strong order growth in the second quarter of fiscal 2020 resulting in record backlog for the segment at the end of the quarter. Commercial segment backlog decreased 12.4%10.9% to $335.3$400.2 million at June 30, 2019March 31, 2020 compared to $382.8$449.0 million at June 30, 2018,March 31, 2019, primarily as a result of whatlower refuse collection vehicle backlog driven by high backlog in the Company believes were higher customer orders in fiscal 2018 as customers placed orders upprior year due to twelveproduction delays caused by the partial roof collapse.

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months in advance in anticipation of price increases driven by higher steel prices, the timing of some larger customer orders in the third quarter of fiscal 2018 that remain outstanding this year and the segment’s focus on order discipline as it continues to evolve its 80/20 strategy.

Reported backlog excludes purchase options and announced orders for which definitive contracts have not been executed. Backlog in the access equipment segment can generally be canceled without penalty. Backlog information and comparisons thereof as of different dates may not be accurate indicators of future sales or the ratio of the Company’s future sales to the U.S. governmentDoD versus its sales to other customers. Approximately 63%50% of the Company’s June 30, 2019March 31, 2020 backlog is not expected to be filled in fiscal 2019.

Non-GAAP Financial Measures2020.

The Company is forecasting earnings per share excluding items that affect comparability. When the Company forecasts earnings per share, excluding items, these are considered non-GAAP financial measures. The Company believes excluding the impact of these items is useful to investors to allow a more accurate comparison of the Company’s operating performance to prior year results. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s results prepared in accordance with GAAP. The table below presents a reconciliation of the Company’s presented GAAP measures to the most directly comparable non-GAAP measures:

 

 

 

Fiscal 2019 Expectations

 

 

 

Low

 

 

High

 

Effective income tax rate (GAAP)

 

 

22.5

%

 

 

22.5

%

Repatriation tax adjustment

 

 

(1.0

%)

 

 

(1.0

%)

Adjusted effective income tax rate (non-GAAP)

 

 

21.5

%

 

 

21.5

%

 

 

 

 

 

 

 

 

 

Earnings per share-diluted (GAAP)

 

$

7.80

 

 

$

8.00

 

Repatriation tax adjustment

 

 

0.10

 

 

 

0.10

 

Adjusted earnings per share-diluted (non-GAAP)

 

$

7.90

 

 

$

8.10

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s quantitative and qualitative disclosures about market risk for changes in interest rates and commodity risk, which are incorporated by reference to Item 7A of the Company’s Annual Report on Form 10-K for the year ended September 30, 2018,2019, have not materially changed since that report was filed.

 

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. In accordance with Rule 13a-15(b) of the Exchange Act, the Company’s management evaluated, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the quarter ended June 30, 2019.March 31, 2020. Based upon their evaluation of these disclosure controls and procedures, the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the quarter ended June 30, 2019March 31, 2020 to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2019March 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.

None.

ITEM 1A.

RISK FACTORS

The Company’s financial position, results of operations and cash flows are subject to various risks, many of which are not exclusively within the Company’s control, which may cause actual performance to differ materially from historical or projected future performance. In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Item 1A. of our Annual Report on Form 10-K for the year ended September 30, 2018,2019, which have not materially changed.changed except as set forth below.

The COVID-19 pandemic could further materially adversely affect our business, workforce, supply chain, results of operation, financial condition and/or cash flows.

COVID-19, a novel strain of coronavirus, was identified in late 2019 in China. The COVID-19 virus spread, and continues to spread, rapidly and has been declared a global pandemic by the World Health Organization. Governments across the world have implemented numerous measures in attempt to contain or lessen the impact of COVID-19 on their populations, such as travel bans, quarantines, shut-downs and shelter in place orders. The pandemic, as well as the current and future measures directed toward COVID-19, has resulted in significant uncertainty in capital markets and a global economic slowdown that may last for an extended duration and could result in a global recession. The pandemic has negatively impacted, and is likely to continue to negatively impact, our business in numerous ways, including but not limited to those outlined below:

The COVID-19 pandemic has reduced demand for access equipment and concrete mixers, and some customers have begun to push out and cancel orders. The COVID-19 pandemic could also have the effect of reducing demand for our other products. In addition, travel restrictions related to the COVID-19 pandemic have prevented customers in our fire & emergency segment from inspecting and accepting vehicles. Furthermore, our customers may experience financial hardships during the COVID-19 pandemic that could result in lower demand for our products and/or default on financial and other commitments to us.

We operate a global supply chain that has been, and could in the future continue to be, disrupted by the COVID-19 pandemic, resulting in delays or inefficiencies in production in all of our segments. Some of our suppliers have limited their production or shut down due to “shelter-in-place” requirements. While we have generally been successful in mitigating these supply chain challenges to date, it is possible that a part or component shortage could limit our production.

Government or regulatory responses to the COVID-19 pandemic have negatively impacted, and are likely to continue to negatively impact, our business. Mandatory lockdowns or other restrictions on operations in some countries may disrupt our ability to manufacture or distribute our products in some of these markets. For example, our factory in China was part of the shutdown that the Chinese government mandated in February 2020 to stop the spread of COVID-19. Governments may continue to impose travel restrictions and close borders, impose prolonged quarantines and further restrict business activity, which could impact our ability to support our operations and customers and the ability of our employees to get to their workplaces to produce products and services, limit the ability of our suppliers to provide us with products, or hamper our products from moving through the supply chain.

The COVID-19 pandemic adversely affects our workforce and business as a result of impacts associated with required, preventive and precautionary measures that we, other businesses, our communities and governments are taking. These impacts include our requiring certain employees to work from home, limiting the number of employees attending meetings, reducing the number of people in our sites at any one time, reducing employee travel and adopting other employee safety measures. These measures may also impact our ability to meet production demands or requests depending on employee attendance or ability to continue to work. Restrictions on, as well as the health of, our workforce could limit our ability to support our business.

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We have instituted temporary plant shutdowns in our access equipment segment to match production with customer demand and supply chain constraints and implemented salary reductions, furloughs and other cost reduction actions across our company. However, the impacts of the COVID-19 pandemic may limit our ability to reduce our overall operating costs as we are incurring increased costs relating to our enhanced sanitization procedures and our efforts to mitigate the impact of the COVID-19 pandemic through social-distancing measures we have enacted at our facilities.

The impact of the COVID-19 pandemic on global economies could reduce our ability to execute our business strategy. Disruptions or uncertainties related to the COVID-19 pandemic could result in delays or modifications to our strategic plans and initiatives.

The COVID-19 pandemic has led to disruption and volatility in the global capital markets, which depending on future developments could impact our capital resources and liquidity in the future. Although the balance sheet remains strong, we have been focused on preserving capital resources given the uncertain duration of the pandemic. To maintain strong liquidity, the Company has paused its share repurchase program and implemented other cost reduction actions, such as salary reductions, furloughs and deferring non-critical projects.

The impacts that we list above and other impacts of the COVID-19 pandemic are likely to also have the effect of heightening many of the other risks that we describe in this Current Report on Form 8-K. The ultimate impact of the COVID-19 pandemic, including the extent of its impact on our business, results of operations, financial condition and/or cash flow, is dependent, among other things, on the duration and severity of the pandemic, the effect of actions taken by government authorities and other third parties in response to the pandemic and the impact of the pandemic on global economies, each of which is uncertain, rapidly changing and difficult to predict. We cannot at this time predict the overall impact of the COVID-19 pandemic on us, but it could have a material adverse impact on our business, workforce, supply chain, results of operations, financial condition and/or cash flows.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Common Stock Repurchases

The following table sets forth information with respect to purchases of Common Stock made by the Company or on the Company’s behalf during the thirdsecond quarter of fiscal 2019:2020:

 

Period

 

Total Number of

Shares

Purchased

 

 

Average Price

Paid per Share

 

 

Total Number of

Shares

Purchased as

Part of Publicly

Announced Plans or

Programs (1)

 

 

Maximum Number

of Shares that May

Yet Be Purchased

Under the Plans or

Programs (1)

 

April 1 - April 30

 

 

 

 

$

 

 

 

 

 

 

1,362,821

 

May 1 - May 31

 

 

418,578

 

 

$

76.14

 

 

 

418,578

 

 

 

9,581,422

 

June 1 - June 30

 

 

748,336

 

 

$

76.11

 

 

 

748,336

 

 

 

8,833,086

 

Total

 

 

1,166,914

 

 

 

 

 

 

 

1,166,914

 

 

 

8,833,086

 

Period

 

Total Number of

Shares

Purchased

 

 

Average Price

Paid per Share

 

 

Total Number of

Shares

Purchased as

Part of Publicly

Announced Plans or

Programs (1)

 

 

Maximum Number of

Shares That May

Yet Be Purchased

Under the Plans or

Programs (1)

 

January 1 - January 31

 

 

 

 

$

 

 

 

 

 

 

7,881,312

 

February 1 - February 29

 

 

146,042

 

 

$

83.90

 

 

 

146,042

 

 

 

7,735,270

 

March 1 - March 31

 

 

275,942

 

 

$

69.59

 

 

 

275,942

 

 

 

7,459,328

 

Total

 

 

421,984

 

 

 

 

 

 

 

421,984

 

 

 

7,459,328

 

 

 

(1)

In August 2015, the Company’s Board of Directors approved a stock repurchase authorization for which there was as of May 7, 2019 a remaining authority to repurchase 1,362,821 shares of Common Stock. On May 7, 2019, the Company’s Board of Directors increased the Company’s Common Stock repurchase authorization by 8,637,179 shares to 10,000,000 shares. The Company repurchased 1,166,9142,540,672 shares under this authorization during the three months ended June 30, 2019.as of March 31, 2020. As a result, 8,833,0867,459,328 shares of Common Stock remained available for repurchase under the repurchase authorization at June 30, 2019.March 31, 2020. The Company can use this authorization at any time as there is no expiration date associated with the authorization. From time to time, the Company may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under this authorization.

The Company intends to declare and pay dividends on a regular basis. However, the payment of future dividends is at the discretion of the Company’s Board of Directors and will depend upon, among other things, future earnings and cash flows, capital requirements, the Company’s general financial condition, general business conditions and other factors. In addition, and with certain exceptions, the Company’s credit agreement limits the ability

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Table of the Company to pay dividends and other distributions, including repurchases of shares of Common Stock. However, so long as no event of default exists under the Credit Agreement or would result from such payment, the Company may pay dividends or distributions after April 3, 2018 in an aggregate amount not exceeding the sum of (i) 1.46 billion (ii) 50% of the consolidated net income of the Company and its subsidiaries (or if such consolidated net income is a deficit, minus 100% of such deficit), accrued on a cumulative basis during the period beginning on April 3, 2018 and ending on the last day of the fiscal quarter immediately preceding the date of the applicable proposed dividend or distribution; and (iii) 100% of the aggregate net proceeds received by the Company subsequent to April 3, 2018 either as a contribution to its common equity capital or from the issuance and sale of its Common Stock. The Company’s indentures for its senior notes due 2025 and senior notes due 2028 also contain restrictive covenants that may limit the Company’s ability to repurchase shares of its Common Stock or make dividends and other types of distributions to shareholders.Contents

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 6.

EXHIBITS

 

 

 

 

 

Exhibit No.

Description

 

 

  4.1

Second Supplemental Indenture, dated February 26, 2020, between Oshkosh Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated February 26, 2020 (File No. 1-31371)).

10.1

Form of Key Executive Employment and Severance Agreement between Oshkosh Corporation and John C. PfeiferMichael E. Pack   (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 1-31371)).*

  10.2

Post-Employment Consulting Agreement, dated January 1, 2020, between Oshkosh Corporation and David M. Sagehorn.*

 

 

  31.1

Certification by the President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated August 1, 2019.April 29, 2020.

 

 

  31.2

Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated August 1, 2019.April 29, 2020.

 

 

  32.1

Written Statement of the President and Chief Executive Officer, pursuant to 18 U.S.C. §1350, dated August 1, 2019.April 29, 2020.

 

 

  32.2

Written Statement of the Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. §1350, dated August 1, 2019.April 29, 2020.

 

 

  101.INS

The instance document does not appear in the interactive data file because its XBRL (Extensible Business Reporting Language) tags are embedded within the Inline XBRL document.

 

 

  101.SCH

Inline XBRL Taxonomy Extension Schema Document.

 

 

  101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

  101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

 

  101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

 

 

  101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

  104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Denotes a management contract or compensatory plan or arrangement.

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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, thereunto duly authorized.

 

 

 

OSHKOSH CORPORATION

 

 

 

August 1, 2019April 29, 2020

By

/s/ Wilson R. Jones

 

 

Wilson R. Jones, President and Chief Executive Officer

 

 

 

August 1, 2019April 29, 2020

By

/s/ David M. SagehornMichael E. Pack

 

 

David M. Sagehorn,Michael E. Pack, Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

 

 

 

August 1, 2019April 29, 2020

By

/s/ James C. Freeders

 

 

James C. Freeders, Senior Vice President Finance and Controller

(Principal Accounting Officer)

 

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