ý
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QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Wisconsin
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39-0520270
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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P.O.
Box 2566
Oshkosh, Wisconsin
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54903-2566
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Page
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Three Months
Ended December 31, 2014 and 2013
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Three Months Ended December 31, 2014 and 2013
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December 31, 2014 and September 30, 2014
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Three Months Ended December 31, 2014 and 2013
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Three Months Ended December 31, 2014 and 2013
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Three Months Ended
December 31, |
||||||
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2014
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|
2013
|
||||
Net sales
|
$
|
1,353.3
|
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$
|
1,530.2
|
|
Cost of sales
|
1,123.6
|
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|
1,275.1
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||
Gross income
|
229.7
|
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|
255.1
|
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||
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|
||||
Operating expenses:
|
|
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|
||||
Selling, general and administrative
|
150.5
|
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|
144.7
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||
Amortization of purchased intangibles
|
13.5
|
|
|
13.9
|
|
||
Total operating expenses
|
164.0
|
|
|
158.6
|
|
||
Operating income
|
65.7
|
|
|
96.5
|
|
||
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|
||||
Other income (expense):
|
|
|
|
||||
Interest expense
|
(14.4
|
)
|
|
(16.2
|
)
|
||
Interest income
|
0.8
|
|
|
0.5
|
|
||
Miscellaneous, net
|
(1.3
|
)
|
|
(1.7
|
)
|
||
Income before income taxes and equity in earnings of unconsolidated affiliates
|
50.8
|
|
|
79.1
|
|
||
Provision for income taxes
|
16.2
|
|
|
24.7
|
|
||
Income before equity in earnings of unconsolidated affiliates
|
34.6
|
|
|
54.4
|
|
||
Equity in earnings of unconsolidated affiliates
|
0.1
|
|
|
0.5
|
|
||
Net income
|
$
|
34.7
|
|
|
$
|
54.9
|
|
|
|
|
|
||||
Earnings per share attributable to common shareholders:
|
|
|
|
||||
Basic
|
$
|
0.44
|
|
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$
|
0.64
|
|
Diluted
|
0.43
|
|
|
0.63
|
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||
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|
||||
Cash dividends declared per share on Common Stock
|
$
|
0.17
|
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|
$
|
0.15
|
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Three Months Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Net income
|
$
|
34.7
|
|
|
$
|
54.9
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Employee pension and postretirement benefits
|
(0.2
|
)
|
|
0.2
|
|
||
Currency translation adjustments
|
(22.9
|
)
|
|
3.7
|
|
||
Total other comprehensive income (loss), net of tax
|
(23.1
|
)
|
|
3.9
|
|
||
Comprehensive income
|
$
|
11.6
|
|
|
$
|
58.8
|
|
|
December 31,
|
|
September 30,
|
||||
|
2014
|
|
2014
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
111.0
|
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$
|
313.8
|
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Receivables, net
|
799.5
|
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|
974.9
|
|
||
Inventories, net
|
1,114.5
|
|
|
960.9
|
|
||
Deferred income taxes, net
|
66.8
|
|
|
66.3
|
|
||
Prepaid income taxes
|
24.4
|
|
|
22.7
|
|
||
Other current assets
|
43.7
|
|
|
45.7
|
|
||
Total current assets
|
2,159.9
|
|
|
2,384.3
|
|
||
Investment in unconsolidated affiliates
|
18.8
|
|
|
21.1
|
|
||
Property, plant and equipment, net
|
437.5
|
|
|
405.5
|
|
||
Goodwill
|
1,015.6
|
|
|
1,025.5
|
|
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Purchased intangible assets, net
|
643.6
|
|
|
657.9
|
|
||
Other long-term assets
|
89.3
|
|
|
92.4
|
|
||
Total assets
|
$
|
4,364.7
|
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$
|
4,586.7
|
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|
||||
Liabilities and Shareholders' Equity
|
|
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|
||||
Current liabilities:
|
|
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|
||||
Revolving credit facility and current maturities of long-term debt
|
$
|
20.0
|
|
|
$
|
20.0
|
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Accounts payable
|
455.5
|
|
|
586.7
|
|
||
Customer advances
|
340.9
|
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|
310.1
|
|
||
Payroll-related obligations
|
100.6
|
|
|
147.2
|
|
||
Accrued warranty
|
83.6
|
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|
91.2
|
|
||
Other current liabilities
|
180.3
|
|
|
156.4
|
|
||
Total current liabilities
|
1,180.9
|
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|
1,311.6
|
|
||
Long-term debt, less current maturities
|
870.0
|
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|
875.0
|
|
||
Deferred income taxes, net
|
123.7
|
|
|
125.0
|
|
||
Other long-term liabilities
|
288.4
|
|
|
290.1
|
|
||
Commitments and contingencies
|
|
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|
||
Shareholders' equity:
|
|
|
|
||||
Preferred Stock ($.01 par value; 2,000,000 shares authorized; none issued and outstanding)
|
—
|
|
|
—
|
|
||
Common Stock ($.01 par value; 300,000,000 shares authorized; 92,101,465 shares issued)
|
0.9
|
|
|
0.9
|
|
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Additional paid-in capital
|
759.5
|
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|
758.0
|
|
||
Retained earnings
|
1,861.4
|
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|
1,840.1
|
|
||
Accumulated other comprehensive loss
|
(92.3
|
)
|
|
(69.2
|
)
|
||
Common Stock in treasury, at cost (13,968,319 and 12,256,103 shares, respectively)
|
(627.8
|
)
|
|
(544.8
|
)
|
||
Total shareholders’ equity
|
1,901.7
|
|
|
1,985.0
|
|
||
Total liabilities and shareholders' equity
|
$
|
4,364.7
|
|
|
$
|
4,586.7
|
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Common
Stock in
Treasury
at Cost
|
|
Total
|
||||||||||||
Balance at September 30, 2013
|
$
|
0.9
|
|
|
$
|
725.6
|
|
|
$
|
1,581.5
|
|
|
$
|
(14.6
|
)
|
|
$
|
(185.6
|
)
|
|
$
|
2,107.8
|
|
Net income
|
—
|
|
|
—
|
|
|
54.9
|
|
|
—
|
|
|
—
|
|
|
54.9
|
|
||||||
Employee pension and postretirement benefits, net of tax of $0.1
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Currency translation adjustments, net
|
—
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
3.7
|
|
||||||
Cash dividends ($0.15 per share)
|
—
|
|
|
—
|
|
|
(12.8
|
)
|
|
—
|
|
|
—
|
|
|
(12.8
|
)
|
||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145.5
|
)
|
|
(145.5
|
)
|
||||||
Exercise of stock options
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
18.9
|
|
|
16.1
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
||||||
Payment of earned performance shares
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
||||||
Shares tendered for taxes on stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
(1.5
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at December 31, 2013
|
$
|
0.9
|
|
|
$
|
730.8
|
|
|
$
|
1,623.6
|
|
|
$
|
(10.7
|
)
|
|
$
|
(311.8
|
)
|
|
$
|
2,032.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Common
Stock in
Treasury
at Cost
|
|
Total
|
||||||||||||
Balance at September 30, 2014
|
$
|
0.9
|
|
|
$
|
758.0
|
|
|
$
|
1,840.1
|
|
|
$
|
(69.2
|
)
|
|
$
|
(544.8
|
)
|
|
$
|
1,985.0
|
|
Net income
|
—
|
|
|
—
|
|
|
34.7
|
|
|
—
|
|
|
—
|
|
|
34.7
|
|
||||||
Employee pension and postretirement benefits, net of tax of $(0.1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||
Currency translation adjustments, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.9
|
)
|
|
—
|
|
|
(22.9
|
)
|
||||||
Cash dividends ($0.17 per share)
|
—
|
|
|
—
|
|
|
(13.4
|
)
|
|
—
|
|
|
—
|
|
|
(13.4
|
)
|
||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88.1
|
)
|
|
(88.1
|
)
|
||||||
Exercise of stock options
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|
2.2
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
||||||
Excess tax benefit from stock-based compensation
|
—
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
||||||
Payment of earned performance shares
|
—
|
|
|
(7.4
|
)
|
|
—
|
|
|
—
|
|
|
7.4
|
|
|
—
|
|
||||||
Shares tendered for taxes on stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|
(4.7
|
)
|
||||||
Other
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Balance at December 31, 2014
|
$
|
0.9
|
|
|
$
|
759.5
|
|
|
$
|
1,861.4
|
|
|
$
|
(92.3
|
)
|
|
$
|
(627.8
|
)
|
|
$
|
1,901.7
|
|
|
Three Months Ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
34.7
|
|
|
$
|
54.9
|
|
Depreciation and amortization
|
30.5
|
|
|
30.8
|
|
||
Stock-based compensation expense
|
5.0
|
|
|
4.9
|
|
||
Deferred income taxes
|
(0.2
|
)
|
|
(2.8
|
)
|
||
Dividends from unconsolidated affiliates
|
2.8
|
|
|
—
|
|
||
Other non-cash adjustments
|
1.5
|
|
|
(0.4
|
)
|
||
Changes in operating assets and liabilities
|
(126.6
|
)
|
|
(82.7
|
)
|
||
Net cash provided (used) by operating activities
|
(52.3
|
)
|
|
4.7
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Additions to property, plant and equipment
|
(39.0
|
)
|
|
(14.3
|
)
|
||
Additions to equipment held for rental
|
(13.2
|
)
|
|
(9.5
|
)
|
||
Contribution to rabbi trust
|
—
|
|
|
(1.9
|
)
|
||
Proceeds from sale of equipment held for rental
|
2.6
|
|
|
0.3
|
|
||
Other investing activities
|
(0.6
|
)
|
|
(0.3
|
)
|
||
Net cash used by investing activities
|
(50.2
|
)
|
|
(25.7
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
|
|
||
Repurchases of Common Stock
|
(88.1
|
)
|
|
(145.5
|
)
|
||
Repayment of long-term debt
|
(5.0
|
)
|
|
(16.2
|
)
|
||
Proceeds from exercise of stock options
|
2.2
|
|
|
16.1
|
|
||
Dividends paid
|
(13.4
|
)
|
|
(12.8
|
)
|
||
Excess tax benefit from stock-based compensation
|
4.0
|
|
|
4.9
|
|
||
Net cash used by financing activities
|
(100.3
|
)
|
|
(153.5
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
—
|
|
|
(0.3
|
)
|
||
Decrease in cash and cash equivalents
|
(202.8
|
)
|
|
(174.8
|
)
|
||
Cash and cash equivalents at beginning of period
|
313.8
|
|
|
733.5
|
|
||
Cash and cash equivalents at end of period
|
$
|
111.0
|
|
|
$
|
558.7
|
|
|
|
|
|
||||
Supplemental disclosures:
|
|
|
|
||||
Cash paid for interest
|
$
|
4.5
|
|
|
$
|
4.4
|
|
Cash paid for income taxes
|
10.2
|
|
|
9.9
|
|
|
December 31,
|
|
September 30,
|
||||
|
2014
|
|
2014
|
||||
U.S. government:
|
|
|
|
||||
Amounts billed
|
$
|
57.8
|
|
|
$
|
80.4
|
|
Costs and profits not billed
|
16.5
|
|
|
21.3
|
|
||
|
74.3
|
|
|
101.7
|
|
||
Other trade receivables
|
699.4
|
|
|
848.9
|
|
||
Finance receivables
|
1.8
|
|
|
2.0
|
|
||
Notes receivable
|
21.8
|
|
|
25.6
|
|
||
Other receivables
|
37.6
|
|
|
34.0
|
|
||
|
834.9
|
|
|
1,012.2
|
|
||
Less allowance for doubtful accounts
|
(21.2
|
)
|
|
(21.8
|
)
|
||
|
$
|
813.7
|
|
|
$
|
990.4
|
|
|
December 31,
|
|
September 30,
|
||||
|
2014
|
|
2014
|
||||
Current receivables
|
$
|
799.5
|
|
|
$
|
974.9
|
|
Long-term receivables
|
14.2
|
|
|
15.5
|
|
||
|
$
|
813.7
|
|
|
$
|
990.4
|
|
|
Finance Receivables
|
|
Notes Receivable
|
||||||||||||
|
December 31, 2014
|
|
September 30, 2014
|
|
December 31, 2014
|
|
September 30, 2014
|
||||||||
Aging of receivables that are past due:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Greater than 30 days and less than 60 days
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Greater than 60 days and less than 90 days
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Greater than 90 days
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Receivables on nonaccrual status
|
1.3
|
|
|
1.3
|
|
|
20.5
|
|
|
18.3
|
|
||||
Receivables past due 90 days or more and still accruing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Receivables subject to general reserves
|
0.5
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
||||
Allowance for doubtful accounts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Receivables subject to specific reserves
|
1.3
|
|
|
1.3
|
|
|
21.8
|
|
|
25.6
|
|
||||
Allowance for doubtful accounts
|
—
|
|
|
—
|
|
|
(13.1
|
)
|
|
(13.6
|
)
|
|
Three Months Ended December 31, 2014
|
||||||||||||||
|
Finance
|
|
Notes
|
|
Trade and Other
|
|
Total
|
||||||||
Allowance for doubtful accounts at beginning of period
|
$
|
—
|
|
|
$
|
13.6
|
|
|
$
|
8.2
|
|
|
$
|
21.8
|
|
Provision for doubtful accounts, net of recoveries
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
Charge-off of accounts
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||
Foreign currency translation
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
||||
Allowance for doubtful accounts at end of period
|
$
|
—
|
|
|
$
|
13.1
|
|
|
$
|
8.1
|
|
|
$
|
21.2
|
|
|
Three Months Ended December 31, 2013
|
||||||||||||||
|
Finance
|
|
Notes
|
|
Trade and Other
|
|
Total
|
||||||||
Allowance for doubtful accounts at beginning of period
|
$
|
—
|
|
|
$
|
11.0
|
|
|
$
|
9.4
|
|
|
$
|
20.4
|
|
Provision for doubtful accounts, net of recoveries
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Charge-off of accounts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Allowance for doubtful accounts at end of period
|
$
|
0.1
|
|
|
$
|
11.0
|
|
|
$
|
9.4
|
|
|
$
|
20.5
|
|
|
|
December 31,
|
|
September 30,
|
||||
|
|
2014
|
|
2014
|
||||
Raw materials
|
$
|
517.3
|
|
|
$
|
519.4
|
|
|
Partially finished products
|
260.7
|
|
|
230.5
|
|
|||
Finished products
|
448.8
|
|
|
336.4
|
|
|||
Inventories at FIFO cost
|
1,226.8
|
|
|
1,086.3
|
|
|||
Less:
|
Progress/performance-based payments on U.S. government contracts
|
(31.0
|
)
|
|
(42.5
|
)
|
||
|
Excess of FIFO cost over LIFO cost
|
(81.3
|
)
|
|
(82.9
|
)
|
||
|
|
$
|
1,114.5
|
|
|
$
|
960.9
|
|
|
December 31,
|
|
September 30,
|
||||
|
2014
|
|
2014
|
||||
Mezcladoras (Mexico)
|
$
|
10.9
|
|
|
$
|
9.9
|
|
RiRent (The Netherlands)
|
7.9
|
|
|
11.2
|
|
||
|
$
|
18.8
|
|
|
$
|
21.1
|
|
|
December 31,
|
|
September 30,
|
||||
|
2014
|
|
2014
|
||||
Land and land improvements
|
$
|
57.5
|
|
|
$
|
48.6
|
|
Buildings
|
254.6
|
|
|
252.0
|
|
||
Machinery and equipment
|
629.8
|
|
|
624.8
|
|
||
Equipment on operating lease to others
|
51.8
|
|
|
41.0
|
|
||
Construction in progress
|
39.8
|
|
|
21.9
|
|
||
|
1,033.5
|
|
|
988.3
|
|
||
Less accumulated depreciation
|
(596.0
|
)
|
|
(582.8
|
)
|
||
|
$
|
437.5
|
|
|
$
|
405.5
|
|
|
Access
Equipment
|
|
Fire &
Emergency
|
|
Commercial
|
|
Total
|
||||||||
Net goodwill at September 30, 2014
|
$
|
898.2
|
|
|
$
|
106.1
|
|
|
$
|
21.2
|
|
|
$
|
1,025.5
|
|
Foreign currency translation
|
(9.8
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(9.9
|
)
|
||||
Net goodwill at December 31, 2014
|
$
|
888.4
|
|
|
$
|
106.1
|
|
|
$
|
21.1
|
|
|
$
|
1,015.6
|
|
|
December 31, 2014
|
|
September 30, 2014
|
||||||||||||||||||||
|
Gross
|
|
Accumulated
Impairment
|
|
Net
|
|
Gross
|
|
Accumulated
Impairment
|
|
Net
|
||||||||||||
Access equipment
|
$
|
1,820.5
|
|
|
$
|
(932.1
|
)
|
|
$
|
888.4
|
|
|
$
|
1,830.3
|
|
|
$
|
(932.1
|
)
|
|
$
|
898.2
|
|
Fire & emergency
|
108.1
|
|
|
(2.0
|
)
|
|
106.1
|
|
|
108.1
|
|
|
(2.0
|
)
|
|
106.1
|
|
||||||
Commercial
|
197.0
|
|
|
(175.9
|
)
|
|
21.1
|
|
|
197.1
|
|
|
(175.9
|
)
|
|
21.2
|
|
||||||
|
$
|
2,125.6
|
|
|
$
|
(1,110.0
|
)
|
|
$
|
1,015.6
|
|
|
$
|
2,135.5
|
|
|
$
|
(1,110.0
|
)
|
|
$
|
1,025.5
|
|
|
December 31, 2014
|
||||||||||||
|
Weighted-
Average
Life
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||
Distribution network
|
39.1
|
|
$
|
55.4
|
|
|
$
|
(25.5
|
)
|
|
$
|
29.9
|
|
Non-compete
|
10.5
|
|
56.4
|
|
|
(56.2
|
)
|
|
0.2
|
|
|||
Technology-related
|
11.9
|
|
103.9
|
|
|
(77.1
|
)
|
|
26.8
|
|
|||
Customer relationships
|
12.8
|
|
555.2
|
|
|
(358.2
|
)
|
|
197.0
|
|
|||
Other
|
16.6
|
|
16.6
|
|
|
(14.0
|
)
|
|
2.6
|
|
|||
|
14.4
|
|
787.5
|
|
|
(531.0
|
)
|
|
256.5
|
|
|||
Non-amortizable trade names
|
|
|
387.1
|
|
|
—
|
|
|
387.1
|
|
|||
|
|
|
$
|
1,174.6
|
|
|
$
|
(531.0
|
)
|
|
$
|
643.6
|
|
|
September 30, 2014
|
||||||||||||
|
Weighted-
Average
Life
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||
Distribution network
|
39.1
|
|
$
|
55.4
|
|
|
$
|
(25.1
|
)
|
|
$
|
30.3
|
|
Non-compete
|
10.5
|
|
56.4
|
|
|
(56.2
|
)
|
|
0.2
|
|
|||
Technology-related
|
11.9
|
|
103.9
|
|
|
(75.1
|
)
|
|
28.8
|
|
|||
Customer relationships
|
12.7
|
|
559.4
|
|
|
(350.8
|
)
|
|
208.6
|
|
|||
Other
|
16.6
|
|
16.6
|
|
|
(13.8
|
)
|
|
2.8
|
|
|||
|
14.4
|
|
791.7
|
|
|
(521.0
|
)
|
|
270.7
|
|
|||
Non-amortizable trade names
|
|
|
387.2
|
|
|
—
|
|
|
387.2
|
|
|||
|
|
|
$
|
1,178.9
|
|
|
$
|
(521.0
|
)
|
|
$
|
657.9
|
|
|
December 31,
|
|
September 30,
|
||||
|
2014
|
|
2014
|
||||
Senior Secured Term Loan
|
$
|
390.0
|
|
|
$
|
395.0
|
|
8½% Senior notes due March 2020
|
250.0
|
|
|
250.0
|
|
||
5.375% Senior notes due March 2022
|
250.0
|
|
|
250.0
|
|
||
|
890.0
|
|
|
895.0
|
|
||
Less current maturities
|
(20.0
|
)
|
|
(20.0
|
)
|
||
|
$
|
870.0
|
|
|
$
|
875.0
|
|
|
|
|
|
||||
Revolving Credit Facility
|
$
|
—
|
|
|
$
|
—
|
|
Current maturities of long-term debt
|
20.0
|
|
|
20.0
|
|
||
|
$
|
20.0
|
|
|
$
|
20.0
|
|
•
|
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
4.50
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
.
|
•
|
Senior Secured Leverage Ratio: A maximum senior secured leverage ratio (defined as, with certain adjustments, the ratio of the Company’s consolidated secured indebtedness to the Company’s consolidated EBITDA) of
3.00
to
1.00
.
|
i.
|
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 January 1, 2010 and ending on the last day of the fiscal quarter immediately preceding the date of the applicable proposed dividend or distribution; and
|
ii.
|
100%
of the aggregate net proceeds received by the Company subsequent to March 3, 2010 either as a contribution to its common equity capital or from the issuance and sale of its Common Stock.
|
|
Three Months Ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Balance at beginning of period
|
$
|
91.2
|
|
|
$
|
101.3
|
|
Warranty provisions
|
6.7
|
|
|
10.8
|
|
||
Settlements made
|
(12.8
|
)
|
|
(14.6
|
)
|
||
Changes in liability for pre-existing warranties, net
|
(1.0
|
)
|
|
2.7
|
|
||
Foreign currency translation
|
(0.5
|
)
|
|
0.9
|
|
||
Balance at end of period
|
$
|
83.6
|
|
|
$
|
101.1
|
|
|
Three Months Ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Balance at beginning of period
|
$
|
4.6
|
|
|
$
|
4.3
|
|
Provision for new credit guarantees
|
0.6
|
|
|
0.3
|
|
||
Settlements made
|
—
|
|
|
(0.1
|
)
|
||
Changes for pre-existing guarantees, net
|
0.1
|
|
|
—
|
|
||
Amortization of previous guarantees
|
(0.4
|
)
|
|
(0.1
|
)
|
||
Foreign currency translation
|
(0.1
|
)
|
|
—
|
|
||
Balance at end of period
|
$
|
4.8
|
|
|
$
|
4.4
|
|
|
December 31, 2014
|
|
September 30, 2014
|
||||||||||||
|
Other
Current
Assets
|
|
Other
Current
Liabilities
|
|
Other
Current
Assets
|
|
Other
Current
Liabilities
|
||||||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
$
|
2.3
|
|
|
$
|
0.8
|
|
|
$
|
3.4
|
|
|
$
|
0.4
|
|
|
Classification of
Gains (Losses)
|
|
Three Months Ended
December 31, |
||||||
|
|
2014
|
|
2013
|
|||||
Not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Miscellaneous, net
|
|
$
|
3.4
|
|
|
$
|
0.5
|
|
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.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
SERP plan assets
(a)
|
$
|
22.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.8
|
|
Foreign currency exchange derivatives
(b)
|
—
|
|
|
2.3
|
|
|
—
|
|
|
2.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
(b)
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
(a)
|
Represents investments in a rabbi trust for the Company's non-qualified supplemental executive retirement plans ("SERP"). The fair values of these investments are estimated 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 the Condensed Consolidated Statements of Income.
|
(b)
|
Based on observable market transactions of forward currency prices.
|
|
Three Months Ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Components of net periodic benefit cost
|
|
|
|
||||
Service cost
|
$
|
3.0
|
|
|
$
|
2.8
|
|
Interest cost
|
4.5
|
|
|
4.4
|
|
||
Expected return on plan assets
|
(4.6
|
)
|
|
(4.5
|
)
|
||
Amortization of prior service cost
|
0.4
|
|
|
0.4
|
|
||
Amortization of net actuarial loss
|
0.7
|
|
|
0.2
|
|
||
Net periodic benefit cost
|
$
|
4.0
|
|
|
$
|
3.3
|
|
|
Three Months Ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Components of net periodic benefit cost (income)
|
|
|
|
||||
Service cost
|
$
|
0.4
|
|
|
$
|
0.6
|
|
Interest cost
|
0.4
|
|
|
0.5
|
|
||
Amortization of prior service cost
|
(0.2
|
)
|
|
(0.4
|
)
|
||
Curtailment
|
(3.4
|
)
|
|
—
|
|
||
Amortization of net actuarial loss
|
—
|
|
|
0.1
|
|
||
Net periodic benefit cost (income)
|
$
|
(2.8
|
)
|
|
$
|
0.8
|
|
|
Employee Pension and Postretirement Benefits, Net of Tax
|
|
Cumulative Translation Adjustments
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Balance at September 30, 2014
|
$
|
(44.2
|
)
|
|
$
|
(25.0
|
)
|
|
$
|
(69.2
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(22.9
|
)
|
|
(22.9
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
Net current period other comprehensive income (loss)
|
(0.2
|
)
|
|
(22.9
|
)
|
|
(23.1
|
)
|
|||
Balance at December 31, 2014
|
$
|
(44.4
|
)
|
|
$
|
(47.9
|
)
|
|
$
|
(92.3
|
)
|
|
Employee Pension and Postretirement Benefits, Net of Tax
|
|
Cumulative Translation Adjustments
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Balance at September 30, 2013
|
$
|
(23.0
|
)
|
|
$
|
8.4
|
|
|
$
|
(14.6
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
3.7
|
|
|
3.7
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Net current period other comprehensive income (loss)
|
0.2
|
|
|
3.7
|
|
|
3.9
|
|
|||
Balance at December 31, 2013
|
$
|
(22.8
|
)
|
|
$
|
12.1
|
|
|
$
|
(10.7
|
)
|
|
Three Months Ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Amortization of employee pension and postretirement benefits items
|
|
|
|
||||
Prior service costs
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
Actuarial losses
|
(0.7
|
)
|
|
(0.3
|
)
|
||
Curtailment
|
1.2
|
|
|
—
|
|
||
Total before tax
|
0.3
|
|
|
(0.3
|
)
|
||
Tax (provision) benefit
|
(0.1
|
)
|
|
0.1
|
|
||
Net of tax
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
|
Three Months Ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Net income
|
$
|
34.7
|
|
|
$
|
54.9
|
|
Earnings allocated to participating securities
|
(0.1
|
)
|
|
(0.2
|
)
|
||
Earnings available to common shareholders
|
$
|
34.6
|
|
|
$
|
54.7
|
|
|
|
|
|
||||
Basic Earnings Per Share:
|
|
|
|
||||
Weighted-average common shares outstanding
|
78,849,340
|
|
|
85,312,326
|
|||
|
|
|
|
||||
Diluted Earnings Per Share:
|
|
|
|
||||
Basic weighted-average common shares outstanding
|
78,849,340
|
|
|
85,312,326
|
|
||
Dilutive stock options and other equity-based compensation awards
|
1,105,166
|
|
|
1,607,395
|
|
||
Participating restricted stock
|
(109,310
|
)
|
|
(193,181
|
)
|
||
Diluted weighted-average common shares outstanding
|
79,845,196
|
|
|
86,726,540
|
|
|
Three Months Ended
December 31, |
||||
|
2014
|
|
2013
|
||
Stock options
|
1,167,791
|
|
|
638,200
|
|
|
Three Months Ended December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||
|
External
Customers
|
|
Inter-
segment
|
|
Net
Sales
|
|
External
Customers
|
|
Inter-
segment
|
|
Net
Sales
|
||||||||||||
Access equipment
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Aerial work platforms
|
$
|
277.3
|
|
|
$
|
—
|
|
|
$
|
277.3
|
|
|
$
|
316.5
|
|
|
$
|
—
|
|
|
$
|
316.5
|
|
Telehandlers
|
290.4
|
|
|
—
|
|
|
290.4
|
|
|
217.7
|
|
|
—
|
|
|
217.7
|
|
||||||
Other
|
149.0
|
|
|
—
|
|
|
149.0
|
|
|
134.4
|
|
|
—
|
|
|
134.4
|
|
||||||
Total access equipment
|
716.7
|
|
|
—
|
|
|
716.7
|
|
|
668.6
|
|
|
—
|
|
|
668.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Defense
|
269.2
|
|
|
0.1
|
|
|
269.3
|
|
|
481.3
|
|
|
—
|
|
|
481.3
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fire & emergency
|
159.5
|
|
|
7.5
|
|
|
167.0
|
|
|
189.0
|
|
|
9.0
|
|
|
198.0
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Concrete placement
|
86.1
|
|
|
—
|
|
|
86.1
|
|
|
81.4
|
|
|
—
|
|
|
81.4
|
|
||||||
Refuse collection
|
89.6
|
|
|
—
|
|
|
89.6
|
|
|
80.8
|
|
|
—
|
|
|
80.8
|
|
||||||
Other
|
32.2
|
|
|
2.3
|
|
|
34.5
|
|
|
29.1
|
|
|
1.3
|
|
|
30.4
|
|
||||||
Total commercial
|
207.9
|
|
|
2.3
|
|
|
210.2
|
|
|
191.3
|
|
|
1.3
|
|
|
192.6
|
|
||||||
Intersegment eliminations
|
—
|
|
|
(9.9
|
)
|
|
(9.9
|
)
|
|
—
|
|
|
(10.3
|
)
|
|
(10.3
|
)
|
||||||
Consolidated sales
|
$
|
1,353.3
|
|
|
$
|
—
|
|
|
$
|
1,353.3
|
|
|
$
|
1,530.2
|
|
|
$
|
—
|
|
|
$
|
1,530.2
|
|
|
Three Months Ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Operating income (loss):
|
|
|
|
|
|
||
Access equipment
|
$
|
77.2
|
|
|
$
|
90.3
|
|
Defense
|
9.8
|
|
|
24.8
|
|
||
Fire & emergency
|
1.5
|
|
|
6.9
|
|
||
Commercial
|
12.4
|
|
|
10.2
|
|
||
Corporate
|
(35.3
|
)
|
|
(35.6
|
)
|
||
Intersegment eliminations
|
0.1
|
|
|
(0.1
|
)
|
||
Consolidated
|
65.7
|
|
|
96.5
|
|
||
Interest expense, net of interest income
|
(13.6
|
)
|
|
(15.7
|
)
|
||
Miscellaneous other expense
|
(1.3
|
)
|
|
(1.7
|
)
|
||
Income before income taxes and equity in earnings of unconsolidated affiliates
|
$
|
50.8
|
|
|
$
|
79.1
|
|
|
December 31,
|
|
September 30,
|
||||
|
2014
|
|
2014
|
||||
Identifiable assets:
|
|
|
|
||||
Access equipment:
|
|
|
|
||||
U.S.
|
$
|
2,134.4
|
|
|
$
|
1,937.0
|
|
Europe
(a)
|
568.6
|
|
|
727.5
|
|
||
Rest of the World
|
227.6
|
|
|
251.4
|
|
||
Total access equipment
|
2,930.6
|
|
|
2,915.9
|
|
||
Defense - U.S.
|
|
|
|
||||
U.S.
|
280.1
|
|
|
275.1
|
|
||
Rest of the World
|
1.3
|
|
|
—
|
|
||
Total defense
|
281.4
|
|
|
275.1
|
|
||
Fire & emergency - U.S.
|
468.4
|
|
|
527.0
|
|
||
Commercial:
|
|
|
|
||||
U.S.
|
387.2
|
|
|
394.5
|
|
||
Rest of the World
(a)
|
34.1
|
|
|
35.5
|
|
||
Total commercial
|
421.3
|
|
|
430.0
|
|
||
Corporate:
|
|
|
|
||||
U.S.
(b)
|
222.9
|
|
|
398.0
|
|
||
Rest of the World
|
40.1
|
|
|
40.7
|
|
||
Total corporate
|
263.0
|
|
|
438.7
|
|
||
Consolidated
|
$
|
4,364.7
|
|
|
$
|
4,586.7
|
|
(a)
|
Includes investments in unconsolidated affiliates.
|
(b)
|
Primarily includes cash and short-term investments.
|
|
Three Months Ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Net sales:
|
|
|
|
||||
United States
|
$
|
1,081.7
|
|
|
$
|
1,147.0
|
|
Other North America
|
62.0
|
|
|
75.9
|
|
||
Europe, Africa and Middle East
|
104.4
|
|
|
159.6
|
|
||
Rest of the World
|
105.2
|
|
|
147.7
|
|
||
Consolidated
|
$
|
1,353.3
|
|
|
$
|
1,530.2
|
|
|
Oshkosh
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,158.4
|
|
|
$
|
214.8
|
|
|
$
|
(19.9
|
)
|
|
$
|
1,353.3
|
|
Cost of sales
|
—
|
|
|
966.8
|
|
|
177.0
|
|
|
(20.2
|
)
|
|
1,123.6
|
|
|||||
Gross income
|
—
|
|
|
191.6
|
|
|
37.8
|
|
|
0.3
|
|
|
229.7
|
|
|||||
Selling, general and administrative expenses
|
31.8
|
|
|
92.1
|
|
|
26.6
|
|
|
—
|
|
|
150.5
|
|
|||||
Amortization of purchased intangibles
|
—
|
|
|
9.8
|
|
|
3.7
|
|
|
—
|
|
|
13.5
|
|
|||||
Operating income (loss)
|
(31.8
|
)
|
|
89.7
|
|
|
7.5
|
|
|
0.3
|
|
|
65.7
|
|
|||||
Interest expense
|
(57.8
|
)
|
|
(12.8
|
)
|
|
(0.5
|
)
|
|
56.7
|
|
|
(14.4
|
)
|
|||||
Interest income
|
0.5
|
|
|
15.3
|
|
|
41.7
|
|
|
(56.7
|
)
|
|
0.8
|
|
|||||
Miscellaneous, net
|
8.2
|
|
|
(63.3
|
)
|
|
53.8
|
|
|
—
|
|
|
(1.3
|
)
|
|||||
Income (loss) before income taxes
|
(80.9
|
)
|
|
28.9
|
|
|
102.5
|
|
|
0.3
|
|
|
50.8
|
|
|||||
Provision for (benefit from) income taxes
|
(28.6
|
)
|
|
12.0
|
|
|
32.7
|
|
|
0.1
|
|
|
16.2
|
|
|||||
Income (loss) before equity in earnings of affiliates
|
(52.3
|
)
|
|
16.9
|
|
|
69.8
|
|
|
0.2
|
|
|
34.6
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
87.0
|
|
|
35.8
|
|
|
12.5
|
|
|
(135.3
|
)
|
|
—
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||
Net income
|
34.7
|
|
|
52.7
|
|
|
82.4
|
|
|
(135.1
|
)
|
|
34.7
|
|
|||||
Other comprehensive income (loss), net of tax
|
(23.1
|
)
|
|
(2.7
|
)
|
|
(29.8
|
)
|
|
32.5
|
|
|
(23.1
|
)
|
|||||
Comprehensive income
|
$
|
11.6
|
|
|
$
|
50.0
|
|
|
$
|
52.6
|
|
|
$
|
(102.6
|
)
|
|
$
|
11.6
|
|
|
Oshkosh
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,342.1
|
|
|
$
|
207.9
|
|
|
$
|
(19.8
|
)
|
|
$
|
1,530.2
|
|
Cost of sales
|
0.5
|
|
|
1,133.4
|
|
|
161.0
|
|
|
(19.8
|
)
|
|
1,275.1
|
|
|||||
Gross income
|
(0.5
|
)
|
|
208.7
|
|
|
46.9
|
|
|
—
|
|
|
255.1
|
|
|||||
Selling, general and administrative expenses
|
31.9
|
|
|
85.6
|
|
|
27.2
|
|
|
—
|
|
|
144.7
|
|
|||||
Amortization of purchased intangibles
|
—
|
|
|
10.0
|
|
|
3.9
|
|
|
—
|
|
|
13.9
|
|
|||||
Operating income (loss)
|
(32.4
|
)
|
|
113.1
|
|
|
15.8
|
|
|
—
|
|
|
96.5
|
|
|||||
Interest expense
|
(60.4
|
)
|
|
(12.4
|
)
|
|
(0.9
|
)
|
|
57.5
|
|
|
(16.2
|
)
|
|||||
Interest income
|
0.8
|
|
|
14.6
|
|
|
42.6
|
|
|
(57.5
|
)
|
|
0.5
|
|
|||||
Miscellaneous, net
|
9.3
|
|
|
(29.1
|
)
|
|
18.1
|
|
|
—
|
|
|
(1.7
|
)
|
|||||
Income (loss) before income taxes
|
(82.7
|
)
|
|
86.2
|
|
|
75.6
|
|
|
—
|
|
|
79.1
|
|
|||||
Provision for (benefit from) income taxes
|
(25.5
|
)
|
|
27.9
|
|
|
22.3
|
|
|
—
|
|
|
24.7
|
|
|||||
Income (loss) before equity in earnings of affiliates
|
(57.2
|
)
|
|
58.3
|
|
|
53.3
|
|
|
—
|
|
|
54.4
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
112.1
|
|
|
16.2
|
|
|
42.4
|
|
|
(170.7
|
)
|
|
—
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||||
Net income
|
54.9
|
|
|
74.5
|
|
|
96.2
|
|
|
(170.7
|
)
|
|
54.9
|
|
|||||
Other comprehensive income (loss), net of tax
|
3.9
|
|
|
(1.7
|
)
|
|
5.4
|
|
|
(3.7
|
)
|
|
3.9
|
|
|||||
Comprehensive income
|
$
|
58.8
|
|
|
$
|
72.8
|
|
|
$
|
101.6
|
|
|
$
|
(174.4
|
)
|
|
$
|
58.8
|
|
|
Oshkosh
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
87.5
|
|
|
$
|
3.2
|
|
|
$
|
20.3
|
|
|
$
|
—
|
|
|
$
|
111.0
|
|
Receivables, net
|
39.5
|
|
|
610.9
|
|
|
197.3
|
|
|
(48.2
|
)
|
|
799.5
|
|
|||||
Inventories, net
|
—
|
|
|
733.8
|
|
|
380.7
|
|
|
—
|
|
|
1,114.5
|
|
|||||
Other current assets
|
28.3
|
|
|
81.4
|
|
|
25.2
|
|
|
—
|
|
|
134.9
|
|
|||||
Total current assets
|
155.3
|
|
|
1,429.3
|
|
|
623.5
|
|
|
(48.2
|
)
|
|
2,159.9
|
|
|||||
Investment in and advances to consolidated subsidiaries
|
5,426.6
|
|
|
1,034.6
|
|
|
(331.0
|
)
|
|
(6,130.2
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
32.5
|
|
|
945.7
|
|
|
4,217.7
|
|
|
(5,195.9
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
1,016.8
|
|
|
642.4
|
|
|
—
|
|
|
1,659.2
|
|
|||||
Other long-term assets
|
112.6
|
|
|
222.1
|
|
|
210.9
|
|
|
—
|
|
|
545.6
|
|
|||||
Total assets
|
$
|
5,727.0
|
|
|
$
|
4,648.5
|
|
|
$
|
5,363.5
|
|
|
$
|
(11,374.3
|
)
|
|
$
|
4,364.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
10.2
|
|
|
$
|
367.2
|
|
|
$
|
126.1
|
|
|
$
|
(48.0
|
)
|
|
$
|
455.5
|
|
Customer advances
|
—
|
|
|
339.5
|
|
|
1.4
|
|
|
—
|
|
|
340.9
|
|
|||||
Other current liabilities
|
89.3
|
|
|
205.7
|
|
|
89.7
|
|
|
(0.2
|
)
|
|
384.5
|
|
|||||
Total current liabilities
|
99.5
|
|
|
912.4
|
|
|
217.2
|
|
|
(48.2
|
)
|
|
1,180.9
|
|
|||||
Long-term debt, less current maturities
|
870.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
870.0
|
|
|||||
Intercompany payables
|
2,771.4
|
|
|
2,392.0
|
|
|
32.5
|
|
|
(5,195.9
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
84.4
|
|
|
187.6
|
|
|
140.1
|
|
|
—
|
|
|
412.1
|
|
|||||
Shareholders' equity
|
1,901.7
|
|
|
1,156.5
|
|
|
4,973.7
|
|
|
(6,130.2
|
)
|
|
1,901.7
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
5,727.0
|
|
|
$
|
4,648.5
|
|
|
$
|
5,363.5
|
|
|
$
|
(11,374.3
|
)
|
|
$
|
4,364.7
|
|
|
Oshkosh
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
281.8
|
|
|
$
|
4.7
|
|
|
$
|
27.3
|
|
|
$
|
—
|
|
|
$
|
313.8
|
|
Receivables, net
|
35.3
|
|
|
756.4
|
|
|
233.7
|
|
|
(50.5
|
)
|
|
974.9
|
|
|||||
Inventories, net
|
—
|
|
|
624.3
|
|
|
337.7
|
|
|
(1.1
|
)
|
|
960.9
|
|
|||||
Other current assets
|
32.2
|
|
|
78.0
|
|
|
24.1
|
|
|
0.4
|
|
|
134.7
|
|
|||||
Total current assets
|
349.3
|
|
|
1,463.4
|
|
|
622.8
|
|
|
(51.2
|
)
|
|
2,384.3
|
|
|||||
Investment in and advances to consolidated subsidiaries
|
5,375.8
|
|
|
1,009.3
|
|
|
(337.1
|
)
|
|
(6,048.0
|
)
|
|
—
|
|
|||||
Intercompany receivables
|
46.2
|
|
|
1,027.2
|
|
|
4,187.2
|
|
|
(5,260.6
|
)
|
|
—
|
|
|||||
Intangible assets, net
|
—
|
|
|
1,028.3
|
|
|
655.1
|
|
|
—
|
|
|
1,683.4
|
|
|||||
Other long-term assets
|
109.3
|
|
|
224.1
|
|
|
185.6
|
|
|
—
|
|
|
519.0
|
|
|||||
Total assets
|
$
|
5,880.6
|
|
|
$
|
4,752.3
|
|
|
$
|
5,313.6
|
|
|
$
|
(11,359.8
|
)
|
|
$
|
4,586.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
14.4
|
|
|
$
|
485.1
|
|
|
$
|
137.7
|
|
|
$
|
(50.5
|
)
|
|
$
|
586.7
|
|
Customer advances
|
—
|
|
|
308.1
|
|
|
2.0
|
|
|
—
|
|
|
310.1
|
|
|||||
Other current liabilities
|
110.5
|
|
|
210.6
|
|
|
94.4
|
|
|
(0.7
|
)
|
|
414.8
|
|
|||||
Total current liabilities
|
124.9
|
|
|
1,003.8
|
|
|
234.1
|
|
|
(51.2
|
)
|
|
1,311.6
|
|
|||||
Long-term debt, less current maturities
|
875.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
875.0
|
|
|||||
Intercompany payables
|
2,815.9
|
|
|
2,398.5
|
|
|
46.2
|
|
|
(5,260.6
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
79.8
|
|
|
190.0
|
|
|
145.3
|
|
|
—
|
|
|
415.1
|
|
|||||
Shareholders' equity
|
1,985.0
|
|
|
1,160.0
|
|
|
4,888.0
|
|
|
(6,048.0
|
)
|
|
1,985.0
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
5,880.6
|
|
|
$
|
4,752.3
|
|
|
$
|
5,313.6
|
|
|
$
|
(11,359.8
|
)
|
|
$
|
4,586.7
|
|
|
Oshkosh
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
(65.7
|
)
|
|
$
|
(23.5
|
)
|
|
$
|
36.9
|
|
|
$
|
—
|
|
|
$
|
(52.3
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant and equipment
|
(8.8
|
)
|
|
(5.9
|
)
|
|
(24.3
|
)
|
|
—
|
|
|
(39.0
|
)
|
|||||
Additions to equipment held for rental
|
—
|
|
|
—
|
|
|
(13.2
|
)
|
|
—
|
|
|
(13.2
|
)
|
|||||
Contribution to rabbi trust
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from sale of equipment held for rental
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
2.6
|
|
|||||
Intercompany investing
|
(15.0
|
)
|
|
6.5
|
|
|
(24.8
|
)
|
|
33.3
|
|
|
—
|
|
|||||
Other investing activities
|
(0.4
|
)
|
|
(0.7
|
)
|
|
0.5
|
|
|
—
|
|
|
(0.6
|
)
|
|||||
Net cash provided (used) by investing activities
|
(24.2
|
)
|
|
(0.1
|
)
|
|
(59.2
|
)
|
|
33.3
|
|
|
(50.2
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchases of Common Stock
|
(88.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88.1
|
)
|
|||||
Repayment of long-term debt
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|||||
Proceeds from exercise of stock options
|
2.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|||||
Dividends paid
|
(13.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.4
|
)
|
|||||
Excess tax benefit from stock-based compensation
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|||||
Intercompany financing
|
(4.1
|
)
|
|
22.4
|
|
|
15.0
|
|
|
(33.3
|
)
|
|
—
|
|
|||||
Net cash provided (used) by financing activities
|
(104.4
|
)
|
|
22.4
|
|
|
15.0
|
|
|
(33.3
|
)
|
|
(100.3
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash
|
—
|
|
|
(0.3
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|||||
Increase (decrease) in cash and cash equivalents
|
(194.3
|
)
|
|
(1.5
|
)
|
|
(7.0
|
)
|
|
—
|
|
|
(202.8
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
281.8
|
|
|
4.7
|
|
|
27.3
|
|
|
—
|
|
|
313.8
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
87.5
|
|
|
$
|
3.2
|
|
|
$
|
20.3
|
|
|
$
|
—
|
|
|
$
|
111.0
|
|
|
Oshkosh
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net cash provided (used) by operating activities
|
$
|
(46.5
|
)
|
|
$
|
(19.8
|
)
|
|
$
|
71.0
|
|
|
$
|
—
|
|
|
$
|
4.7
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to property, plant and equipment
|
(5.2
|
)
|
|
(4.8
|
)
|
|
(4.3
|
)
|
|
—
|
|
|
(14.3
|
)
|
|||||
Additions to equipment held for rental
|
—
|
|
|
—
|
|
|
(9.5
|
)
|
|
—
|
|
|
(9.5
|
)
|
|||||
Contribution to rabbi trust
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|||||
Proceeds from sale of equipment held for rental
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|||||
Intercompany investing
|
(0.1
|
)
|
|
—
|
|
|
(62.3
|
)
|
|
62.4
|
|
|
—
|
|
|||||
Other investing activities
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
Net cash provided (used) by investing activities
|
(7.5
|
)
|
|
(4.8
|
)
|
|
(75.8
|
)
|
|
62.4
|
|
|
(25.7
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchases of Common Stock
|
(145.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145.5
|
)
|
|||||
Repayment of long-term debt
|
(16.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.2
|
)
|
|||||
Proceeds from exercise of stock options
|
16.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.1
|
|
|||||
Dividends paid
|
(12.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.8
|
)
|
|||||
Excess tax benefit from stock-based compensation
|
4.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|||||
Intercompany financing
|
35.5
|
|
|
26.8
|
|
|
0.1
|
|
|
(62.4
|
)
|
|
—
|
|
|||||
Net cash provided (used) by financing activities
|
(118.0
|
)
|
|
26.8
|
|
|
0.1
|
|
|
(62.4
|
)
|
|
(153.5
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash
|
—
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
(172.0
|
)
|
|
2.1
|
|
|
(4.9
|
)
|
|
—
|
|
|
(174.8
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
711.7
|
|
|
2.7
|
|
|
19.1
|
|
|
—
|
|
|
733.5
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
539.7
|
|
|
$
|
4.8
|
|
|
$
|
14.2
|
|
|
$
|
—
|
|
|
$
|
558.7
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
First Quarter Fiscal
|
||||||
|
2015
|
|
2014
|
||||
Net sales:
|
|
|
|
||||
Access equipment
|
$
|
716.7
|
|
|
$
|
668.6
|
|
Defense
|
269.3
|
|
|
481.3
|
|
||
Fire & emergency
|
167.0
|
|
|
198.0
|
|
||
Commercial
|
210.2
|
|
|
192.6
|
|
||
Intersegment eliminations
|
(9.9
|
)
|
|
(10.3
|
)
|
||
Consolidated
|
$
|
1,353.3
|
|
|
$
|
1,530.2
|
|
|
First Quarter Fiscal
|
||||||
|
2015
|
|
2014
|
||||
Cost of sales:
|
|
|
|
||||
Access equipment
|
$
|
567.7
|
|
|
$
|
512.1
|
|
Defense
|
241.0
|
|
|
435.5
|
|
||
Fire & emergency
|
149.0
|
|
|
174.8
|
|
||
Commercial
|
176.0
|
|
|
162.1
|
|
||
Intersegment eliminations
|
(10.1
|
)
|
|
(9.4
|
)
|
||
Consolidated
|
$
|
1,123.6
|
|
|
$
|
1,275.1
|
|
|
First Quarter Fiscal
|
||||||
|
2015
|
|
2014
|
||||
Operating income (loss):
|
|
|
|
||||
Access equipment
|
$
|
77.2
|
|
|
$
|
90.3
|
|
Defense
|
9.8
|
|
|
24.8
|
|
||
Fire & emergency
|
1.5
|
|
|
6.9
|
|
||
Commercial
|
12.4
|
|
|
10.2
|
|
||
Corporate
|
(35.3
|
)
|
|
(35.6
|
)
|
||
Intersegment eliminations
|
0.1
|
|
|
(0.1
|
)
|
||
Consolidated
|
$
|
65.7
|
|
|
$
|
96.5
|
|
|
December 31,
|
|
September 30,
|
||||
|
2014
|
|
2014
|
||||
Cash and cash equivalents
|
$
|
111.0
|
|
|
$
|
313.8
|
|
Total debt
|
890.0
|
|
|
895.0
|
|
||
Shareholders’ equity
|
1,901.7
|
|
|
1,985.0
|
|
||
Total capitalization (debt plus equity)
|
2,791.7
|
|
|
2,880.0
|
|
||
Debt to total capitalization
|
31.9
|
%
|
|
31.1
|
%
|
•
|
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 4.50 to 1.0.
|
•
|
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 1.0.
|
•
|
Senior Secured Leverage Ratio: A maximum senior secured leverage ratio (defined as, with certain adjustments, the ratio of the Company’s consolidated secured indebtedness to the Company’s consolidated EBITDA) of 3.00 to 1.0.
|
i.
|
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 January 1, 2010 and ending on the last day of the fiscal quarter immediately preceding the date of the applicable proposed dividend or distribution; and
|
ii.
|
100% of the aggregate net proceeds received by the Company subsequent to March 3, 2010 either as a contribution to its common equity capital or from the issuance and sale of its Common Stock.
|
|
Fiscal 2015 Expectations
|
||||||
|
Low
|
|
High
|
||||
|
|
|
|
||||
Adjusted operating income (non-GAAP)
|
$
|
510.0
|
|
|
$
|
540.0
|
|
OPEB curtailment gain
|
3.4
|
|
|
3.4
|
|
||
Operating income (GAAP)
|
$
|
513.4
|
|
|
$
|
543.4
|
|
|
|
|
|
||||
Adjusted earnings per share-diluted (non-GAAP)
|
$
|
4.00
|
|
|
$
|
4.25
|
|
OPEB curtailment gain, net of tax
|
0.02
|
|
|
0.02
|
|
||
Debt extinguishment costs, net of tax
|
(0.11
|
)
|
|
(0.11
|
)
|
||
Earnings per share-diluted (GAAP)
|
$
|
3.91
|
|
|
$
|
4.16
|
|
|
Three Months Ended
|
||
|
March 31, 2014
|
||
|
|
||
Adjusted earnings per share - diluted (non-GAAP)
|
$
|
0.80
|
|
Reduction of valuation allowance on net operating loss carryforward
|
0.14
|
|
|
Pension curtailment, net of tax
|
(0.03
|
)
|
|
Debt extinguishment costs, net of tax
|
(0.08
|
)
|
|
Earnings per share - diluted (GAAP)
|
$
|
0.83
|
|
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)
|
|||||
October 1 - October 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,829,830
|
|
November 1 - November 30
|
|
1,930,909
|
|
|
45.65
|
|
|
1,930,909
|
|
|
2,898,921
|
|
|
December 1 - December 31
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,898,921
|
|
|
Total
|
|
1,930,909
|
|
|
|
|
1,930,909
|
|
|
2,898,921
|
|
(1)
|
On February 4, 2014, the Company's Board of Directors increased the Company's authorization to repurchase shares of the Company's Common Stock from the then remaining
1,787,199
shares of Common Stock to
10,000,000
shares of Common Stock. As of
December 31, 2014
, the Company had repurchased
7,101,079
shares of Common Stock under this authorization. As a result,
2,898,921
shares of Common Stock remained available for repurchase under the repurchase authorization at
December 31, 2014
. 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.
|
4.1
|
Lender Increase Agreement, dated January
22, 2015, among Oshkosh Corporation, various subsidiaries of Oshkosh Corporation party thereto and various lenders and agents party thereto.
|
31.1
|
Certification by the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated
January 27, 2015
.
|
31.2
|
Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated
January 27, 2015
.
|
32.1
|
Written Statement of the Chief Executive Officer, pursuant to 18 U.S.C. §1350, dated
January 27, 2015
.
|
32.2
|
Written Statement of the Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. §1350, dated
January 27, 2015
.
|
101
|
The following materials from Oshkosh Corporation's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2014
are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Shareholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
|
OSHKOSH CORPORATION
|
|
|
|
|
|
January 27, 2015
|
By
|
/S/ Charles L. Szews
|
|
|
|
Charles L. Szews, Chief Executive Officer
|
|
|
|
|
|
January 27, 2015
|
By
|
/S/ David M. Sagehorn
|
|
|
|
David M. Sagehorn, Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
January 27, 2015
|
By
|
/S/ Thomas J. Polnaszek
|
|
|
|
Thomas J. Polnaszek, Senior Vice President Finance and Controller
(Principal Accounting Officer)
|
|
|
|
|
|
4.1
|
Lender Increase Agreement, dated January
22, 2015, among Oshkosh Corporation, various subsidiaries of Oshkosh Corporation party thereto and various lenders and agents party thereto.
|
31.1
|
Certification by the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated
January 27, 2015
.
|
31.2
|
Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated
January 27, 2015
.
|
32.1
|
Written Statement of the Chief Executive Officer, pursuant to 18 U.S.C. §1350, dated
January 27, 2015
.
|
32.2
|
Written Statement of the Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. §1350, dated
January 27, 2015
.
|
101
|
The following materials from Oshkosh Corporation's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2014
are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Shareholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
|
LENDER
|
REVOLVING COMMITMENT
|
APPLICABLE PERCENTAGE OF AGGREGATE REVOLVING COMMITMENT
|
Bank of America, N .A.
|
$116,500,000.00
|
13.705882350%
|
JPMorgan Chase Bank, N.A.
|
$116,500,000.00
|
13.705882350%
|
The Royal Bank of Scotland plc
|
$116,500,000.00
|
13.705882350%
|
Wells Fargo Bank, National Association
|
$116,500,000.00
|
13.705882350%
|
Credit Agricole Corporate and Investment Bank
|
$36,000,000.00
|
4.235294118%
|
HSBC Bank USA, National Association
|
$36,000,000.00
|
4.235294118%
|
PNC Bank, National Association
|
$36,000,000.00
|
4.235294118%
|
Sumitomo Mitsui Banking Corporation, New York Branch
|
$36,000,000.00
|
4.235294118%
|
SunTrust Bank
|
$36,000,000.00
|
4.235294118%
|
TD Bank, N.A.
|
$36,000,000.00
|
4.235294118%
|
U.S. Bank National Association
|
$36,000,000.00
|
4.235294118%
|
Associated Bank, N.A.
|
$18,000,000.00
|
2.117647058%
|
Comerica Bank
|
$18,000,000.00
|
2.117647058%
|
The Northern Trust Company
|
$15,000,000.00
|
1.764705882%
|
Bank of the West
|
$12,000,000.00
|
1.411764706%
|
Branch Banking and Trust Company
|
$12,000,000.00
|
1.411764706%
|
Capital One, National Association
|
$12,000,000.00
|
1.411764706%
|
First Bank of Highland Park
|
$12,000,000.00
|
1.411764706%
|
City National Bank, a National Banking association
|
$9,000,000.00
|
1.058823529%
|
Regions Bank
|
$9,000,000.00
|
1.058823529%
|
Sabadell United Bank, N.A.
|
$9,000,000.00
|
1.058823529%
|
Mega International Commercial Bank Co., Ltd.,
Silicon Valley Branch |
$6,000,000.00
|
0.705882353%
|
TOTAL
|
$850,000,000.00
|
100.000000000%
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Oshkosh Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
January 27, 2015
|
/S/ Charles L. Szews
|
|
Charles L. Szews, Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Oshkosh Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
January 27, 2015
|
/S/ David M. Sagehorn
|
|
David M. Sagehorn, Executive Vice President and Chief Financial Officer
|
/S/ Charles L. Szews
|
|
Charles L. Szews
|
|
January 27, 2015
|
|
/S/ David M. Sagehorn
|
|
David M. Sagehorn
|
|
January 27, 2015
|
|