Edgar Filing: OSHKOSH CORP

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended December 31, 2017


o	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) 235-9151

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. ý Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). ý Yes o 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 ý		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
		Smaller reporting company o
		Emerging growth Company o

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. o

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

As of January 18, 2018, 74,645,959 shares of the registrant’s Common Stock were outstanding.

Table of Contents

OSHKOSH CORPORATION

FORM 10-Q INDEX

FOR THE QUARTER ENDED DECEMBER 31, 2017



		Page
PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1

	Condensed Consolidated Statements of Income for the	1
	Three Months Ended December 31, 2017 and 2016

	Condensed Consolidated Statements of Comprehensive Income for the	2
	Three Months Ended December 31, 2017 and 2016

	Condensed Consolidated Balance Sheets at	3
	December 31, 2017 and September 30, 2017

	Condensed Consolidated Statements of Shareholders' Equity for the	4
	Three Months Ended December 31, 2017 and 2016

	Condensed Consolidated Statements of Cash Flows for the	5
	Three Months Ended December 31, 2017 and 2016

	Notes to Condensed Consolidated Financial Statements	6

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	40

ITEM 4.	CONTROLS AND PROCEDURES	41

PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	42

ITEM 1A.	RISK FACTORS	42

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	42

ITEM 4.	MINE SAFETY DISCLOSURES	42

ITEM 6.	EXHIBITS	43

SIGNATURES		44

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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 December 31,
	2017			2016
Net sales	$	1,586.3		$	1,211.4
Cost of sales	1,344.1			1,011.7
Gross income	242.2			199.7

Operating expenses:
Selling, general and administrative	157.8			151.0
Amortization of purchased intangibles	10.6			12.5
Total operating expenses	168.4			163.5
Operating income	73.8			36.2

Other income (expense):
Interest expense	(15.4		)	(14.7		)
Interest income	1.7			0.8
Miscellaneous, net	0.5			1.3
Income before income taxes and equity in earnings of unconsolidated affiliates	60.6			23.6
Provision for income taxes	4.7			5.2
Income before equity in earnings of unconsolidated affiliates	55.9			18.4
Equity in earnings of unconsolidated affiliates	0.5			0.8
Net income	$	56.4		$	19.2

Earnings per share attributable to common shareholders:
Basic	$	0.75		$	0.26
Diluted	0.74			0.26

Cash dividends declared per share on Common Stock	$	0.24		$	0.21

The accompanying notes are an integral part of these financial statements

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OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions; unaudited)



	Three Months Ended December 31,
	2017		2016
Net income	$	56.4	$	19.2
Other comprehensive income (loss), net of tax:
Employee pension and postretirement benefits	0.5		0.8
Currency translation adjustments	2.1		(30.4		)
Total other comprehensive income (loss), net of tax	2.6		(29.6		)
Comprehensive income (loss)	$	59.0	$	(10.4	)

The accompanying notes are an integral part of these financial statements

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OSHKOSH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

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



	December 31,			September 30,
	2017			2017
Assets
Current assets:
Cash and cash equivalents	$	379.1		$	447.0
Receivables, net	1,229.4			1,306.3
Inventories, net	1,219.9			1,198.4
Other current assets	88.2			88.1
Total current assets	2,916.6			3,039.8
Property, plant and equipment, net	458.0			469.9
Goodwill	1,015.8			1,013.0
Purchased intangible assets, net	497.3			507.8
Other long-term assets	74.4			68.4
Total assets	$	4,962.1		$	5,098.9

Liabilities and Shareholders' Equity
Current liabilities:
Revolving credit facilities and current maturities of long-term debt	$	29.7		$	23.0
Accounts payable	554.8			651.0
Customer advances	551.3			513.4
Payroll-related obligations	129.6			191.8
Other current liabilities	300.0			303.9
Total current liabilities	1,565.4			1,683.1
Long-term debt, less current maturities	803.4			807.9
Other long-term liabilities	299.9			300.5
Commitments and contingencies
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
Additional paid-in capital	799.3			802.2
Retained earnings	2,438.2			2,399.8
Accumulated other comprehensive loss	(122.4		)	(125.0		)
Common Stock in treasury, at cost (17,477,614 and 17,088,224 shares, respectively)	(822.6		)	(770.5		)
Total shareholders’ equity	2,293.4			2,307.4
Total liabilities and shareholders' equity	$	4,962.1		$	5,098.9

The accompanying notes are an integral part of these financial statements

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OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In millions, except per share amounts; unaudited)



	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury, at Cost			Total
Balance at September 30, 2016	$	0.9	$	782.3		$	2,177.0		$	(175.0	)	$	(808.7	)	$	1,976.5
Net income	—		—			19.2			—			—			19.2
Employee pension and postretirement benefits, net of tax of $0.5	—		—			—			0.8			—			0.8
Currency translation adjustments	—		—			—			(30.4		)	—			(30.4		)
Cash dividends ($0.21 per share)	—		—			(15.6		)	—			—			(15.6		)
Exercise of stock options	—		5.7			—			—			20.5			26.2
Stock-based compensation expense	—		6.5			—			—			—			6.5
Payment of earned performance shares	—		(1.3		)	—			—			1.3			—
Shares tendered for taxes on stock-based compensation	—		—			—			—			(3.0		)	(3.0		)
Other	—		(3.1		)	—			—			3.2			0.1
Balance at December 31, 2016	$	0.9	$	790.1		$	2,180.6		$	(204.6	)	$	(786.7	)	$	1,980.3

	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
Net income	—		—			56.4			—			—			56.4
Employee pension and postretirement benefits, net of tax of $0.2	—		—			—			0.5			—			0.5
Currency translation adjustments	—		—			—			2.1			—			2.1
Cash dividends ($0.24 per share)	—		—			(18.0		)	—			—			(18.0		)
Repurchases of Common Stock	—		—			—			—			(63.7		)	(63.7		)
Exercise of stock options	—		(1.8		)	—			—			10.4			8.6
Stock-based compensation expense	—		7.5			—			—			—			7.5
Payment of earned performance shares	—		(2.7		)	—			—			2.7			—
Shares tendered for taxes on stock-based compensation	—		—			—			—			(7.4		)	(7.4		)
Other	—		(5.9		)	—			—			5.9			—
Balance at December 31, 2017	$	0.9	$	799.3		$	2,438.2		$	(122.4	)	$	(822.6	)	$	2,293.4

The accompanying notes are an integral part of these financial statements

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OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions; unaudited)



	Three Months Ended December 31,
	2017			2016
Operating activities:
Net income	$	56.4		$	19.2
Depreciation and amortization	31.4			32.1
Stock-based compensation expense	7.5			6.5
Deferred income taxes	(27.8		)	8.4
Gain on sale of assets	(0.6		)	(0.3		)
Foreign currency transaction (gains) losses	(0.8		)	0.4
Other non-cash adjustments	0.9			0.8
Changes in operating assets and liabilities	(37.8		)	16.7
Net cash provided by operating activities	29.2			83.8

Investing activities:
Additions to property, plant and equipment	(18.7		)	(14.2		)
Additions to equipment held for rental	(1.2		)	(12.9		)
Proceeds from sale of equipment held for rental	2.5			5.3
Other investing activities	(0.8		)	(0.2		)
Net cash used by investing activities	(18.2		)	(22.0		)

Financing activities:
Proceeds from issuance of debt (original maturities greater than three months)	6.5			—
Repayments of debt (original maturities greater than three months)	(5.0		)	(20.0		)
Repurchases of Common Stock	(71.1		)	(3.0		)
Dividends paid	(18.0		)	(15.6		)
Proceeds from exercise of stock options	8.6			26.2
Net cash used by financing activities	(79.0		)	(12.4		)

Effect of exchange rate changes on cash	0.1			(1.7		)
Increase (decrease) in cash and cash equivalents	(67.9		)	47.7
Cash and cash equivalents at beginning of period	447.0			321.9
Cash and cash equivalents at end of period	$	379.1		$	369.6

Supplemental disclosures:
Cash paid for interest	$	6.8		$	6.6
Cash paid for income taxes	0.8			22.5

The accompanying notes are an integral part of these financial statements

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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, 2017. 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.

2. New Accounting Standards

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), and the FASB has since issued several amendments to this standard, which clarifies the principles for recognizing revenue. 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. The new standard is effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company plans to adopt the standard on October 1, 2018. The Company has elected to adopt the new revenue recognition standard following the modified retrospective approach, as permitted by the standard. This approach will result in an adjustment to retained earnings for the cumulative effect of initially applying the new standard on its adoption date.

The Company has assembled a cross-functional team with representation from all segments that is dedicated to the implementation of this new accounting standard. The team, with the support of a project management office, is focused on executing a multi-phase plan that will culminate with the adoption of the standard. The cross-functional team focused on concluding and documenting key accounting positions during the three months ended December 31, 2017. The Company's Audit Committee has been receiving regular briefings on the implementation team's progress and potential implications related to adoption of the new standard. The internal control and process changes necessary to comply with the requirements of the new standard as well as its financial impact remain under evaluation.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330), Simplifying the Measurement of Inventory. ASU 2015-11 is part of the FASB’s initiative to simplify accounting standards. The guidance requires an entity to recognize inventory within the scope of the standard at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company adopted ASU 2015-11 on October 1, 2017. The adoption of ASU 2015-11 did not have a material impact on the Company's consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to reflect most leases on their balance sheet as lease liabilities with a corresponding right-of-use asset, 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. The Company will be required to adopt ASU 2016-02 as of October 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2016-02 on the Company's consolidated financial statements.

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 collectibility 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 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 opposed to when the asset is transferred to an outside party as required under current U.S. GAAP. The standard does not apply to intra-entity transfers of inventory, which will continue to follow current U.S. GAAP. The Company will be required to adopt ASU 2016-16 as of October 1, 2018. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2016-16 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 evaluating the impact of ASU 2017-04 on the Company's consolidated financial statements.

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, if one is presented. The amendment further allows only the service cost component of net periodic pension and postretirement costs to be eligible for capitalization, when applicable. The Company will be required to adopt ASU 2017-07 as of October 1, 2018. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2017-07 on the Company's consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. The standard more closely aligns hedge accounting with risk management strategies, simplifies the application of hedge accounting, and increases transparency as to the scope and results of hedging programs. The amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The Company adopted ASU 2017-12 on October 1, 2017. The adoption of ASU 2017-12 did not have a material impact on the Company's consolidated financial statements.

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3. Receivables

Receivables consisted of the following (in millions):



	December 31,			September 30,
	2017			2017
U.S. government:
Amounts billed	$	64.3		$	137.8
Costs and profits not billed	233.4			137.9
	297.7			275.7
Other trade receivables	890.7			985.4
Finance receivables	13.9			5.8
Notes receivable	24.8			34.2
Other receivables	43.0			46.3
	1,270.1			1,347.4
Less allowance for doubtful accounts	(14.5		)	(18.3		)
	$	1,255.6		$	1,329.1

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



	December 31,		September 30,
	2017		2017
Current receivables	$	1,229.4	$	1,306.3
Long-term receivables (included in “Other long-term assets”)	26.2		22.8
	$	1,255.6	$	1,329.1

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



	Finance Receivables						Notes Receivable
	December 31, 2017			September 30, 2017			December 31, 2017			September 30, 2017
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	2.1			2.1			0.2			0.2

Receivables on nonaccrual status	3.6			3.7			20.1			21.3
Receivables past due 90 days or more and still accruing	—			—			—			—

Receivables subject to general reserves	1.8			2.1			—			—
Allowance for doubtful accounts	(0.1		)	—			—			—
Receivables subject to specific reserves	12.1			3.7			24.8			34.2
Allowance for doubtful accounts	(1.4		)	(1.5		)	(6.1		)	(10.0		)

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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. 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 collectibility and underlying economic conditions. In circumstances where the Company believes collectibility 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.

Notes Receivable: Notes receivable include amounts related to refinancing of trade accounts and finance receivables. As of December 31, 2017, approximately 70% of the notes receivable balance outstanding was due from two parties. The Company routinely evaluates the creditworthiness of its customers and establishes reserves where the Company believes collectibility 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 collectibility 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. At December 31, 2017, restructured finance and notes receivables were $3.0 million and $6.1 million, respectively. Losses on troubled debt restructurings were not significant during the three months ended December 31, 2017 and 2016.

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



	Three Months Ended December 31, 2017											Three Months Ended December 31, 2016
	Finance		Notes			Trade and Other			Total			Finance		Notes			Trade and Other			Total
Allowance for doubtful accounts at beginning of period	$	1.5	$	10.0		$	6.8		$	18.3		$	1.0	$	13.0		$	7.2		$	21.2
Provision for doubtful accounts, net of recoveries	—		(4.0		)	0.2			(3.8		)	1.1		(0.6		)	(0.5		)	—
Charge-off of accounts	—		—			(0.1		)	(0.1		)	—		(0.1		)	(0.2		)	(0.3		)
Foreign currency translation	—		0.1			—			0.1			—		(0.7		)	—			(0.7		)
Allowance for doubtful accounts at end of period	$	1.5	$	6.1		$	6.9		$	14.5		$	2.1	$	11.6		$	6.5		$	20.2

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. Inventories

Inventories consisted of the following (in millions):



	December 31,			September 30,
	2017			2017
Raw materials	$	606.0		$	578.1
Partially finished products	347.3			336.6
Finished products	378.5			398.1
Inventories at FIFO cost	1,331.8			1,312.8
Less: Progress/performance-based payments on U.S. government contracts	(27.6		)	(31.6		)
Excess of FIFO cost over LIFO cost	(84.3		)	(82.8		)
	$	1,219.9		$	1,198.4

Title to all inventories related to U.S. government contracts, which provide for progress or performance-based payments, vests with the U.S. government to the extent of unliquidated progress or performance-based payments.

5. Property, Plant and Equipment

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



	December 31,			September 30,
	2017			2017
Land and land improvements	$	58.1		$	58.5
Buildings	298.2			298.5
Machinery and equipment	657.6			652.2
Software and related costs	151.7			149.6
Equipment on operating lease to others	28.8			30.0
	1,194.4			1,188.8
Less accumulated depreciation	(736.4		)	(718.9		)
	$	458.0		$	469.9

Depreciation expense was $20.1 million and $18.9 million for the three months ended December 31, 2017 and 2016, 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 December 31, 2017 and September 30, 2017 was $19.8 million and $21.6 million, respectively.

6. 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.

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents changes in goodwill during the three months ended December 31, 2017 (in millions):



	Access Equipment		Fire & Emergency		Commercial			Total
Net goodwill at September 30, 2017	$	885.9	$	106.1	$	21.0		$	1,013.0
Foreign currency translation	2.9		—		(0.1		)	2.8
Net goodwill at December 31, 2017	$	888.8	$	106.1	$	20.9		$	1,015.8

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



	December 31, 2017							September 30, 2017
	Gross		Accumulated Impairment			Net		Gross		Accumulated Impairment			Net
Access equipment	$	1,820.9	$	(932.1	)	$	888.8	$	1,818.0	$	(932.1	)	$	885.9
Fire & emergency	108.1		(2.0		)	106.1		108.1		(2.0		)	106.1
Commercial	196.8		(175.9		)	20.9		196.9		(175.9		)	21.0
	$	2,125.8	$	(1,110.0	)	$	1,015.8	$	2,123.0	$	(1,110.0	)	$	1,013.0

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



	December 31, 2017
	Weighted- Average Life (in years)	Gross		Accumulated Amortization			Net
Amortizable intangible assets:
Distribution network	39.1	$	55.4	$	(29.8	)	$	25.6
Technology-related	11.9	104.7		(101.2		)	3.5
Customer relationships	12.8	555.0		(476.3		)	78.7
Other	16.4	16.5		(14.8		)	1.7
	14.4	731.6		(622.1		)	109.5
Non-amortizable trade names		387.8		—			387.8
		$	1,119.4	$	(622.1	)	$	497.3



	September 30, 2017
	Weighted- Average Life (in years)	Gross		Accumulated Amortization			Net
Amortizable intangible assets:
Distribution network	39.1	$	55.4	$	(29.5	)	$	25.9
Technology-related	11.9	104.7		(99.7		)	5.0
Customer relationships	12.8	555.0		(467.6		)	87.4
Other	16.3	16.4		(14.7		)	1.7
	14.4	731.5		(611.5		)	120.0
Non-amortizable trade names		387.8		—			387.8
		$	1,119.3	$	(611.5	)	$	507.8

The estimated future amortization expense of purchased intangible assets for the remainder of fiscal 2018 and the five years succeeding September 30, 2018 are as follows: 2018 (remaining nine months) - $27.7 million; 2019 - $36.9 million; 2020 - $11.0 million; 2021 - $5.3 million; 2022 - $4.9 million; and 2023 - $3.5 million.

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

7. Credit Agreements

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



	December 31, 2017
	Principal		Debt Issuance Costs			Debt, Net
Senior Secured Term Loan	$	330.0	$	(0.7	)	$	329.3
5.375% Senior Notes due March 2022	250.0		(3.3		)	246.7
5.375% Senior Notes due March 2025	250.0		(2.6		)	247.4
	$	830.0	$	(6.6	)	823.4
Less current maturities						(20.0		)
						$	803.4

Other short-term debt						$	9.7
Current maturities of long-term debt						20.0
						$	29.7



	September 30, 2017
	Principal		Debt Issuance Costs			Debt, Net
Senior Secured Term Loan	$	335.0	$	(0.8	)	$	334.2
5.375% Senior Notes due March 2022	250.0		(3.5		)	246.5
5.375% Senior Notes due March 2025	250.0		(2.8		)	247.2
	$	835.0	$	(7.1	)	827.9
Less current maturities						(20.0		)
						$	807.9

Other short-term debt						$	3.0
Current maturities of long-term debt						20.0
						$	23.0

In March 2014, the Company entered into an Amended and Restated Credit Agreement with various lenders (the “Credit Agreement”). The Credit Agreement provides for (i) a revolving credit facility (Revolving Credit Facility) that matures in March 2019 with an initial maximum aggregate amount of availability of $600 million and (ii) a $400 million term loan (Term Loan) due in quarterly principal installments of $5 million with a balloon payment of $310 million due at maturity in March 2019. In January 2015, the Company entered into an agreement with lenders under the Credit Agreement that increased the Revolving Credit Facility to an aggregate maximum amount of $850 million. At December 31, 2017, outstanding letters of credit of $94.9 million reduced available capacity under the Revolving Credit Facility to $755.1 million.

The Company’s obligations under the Credit Agreement are guaranteed by certain of its domestic subsidiaries, and the Company will guarantee the obligations of certain of its subsidiaries under the Credit Agreement. Subject to certain exceptions, the Credit Agreement is collateralized by (i) a first-priority perfected lien and security interests in substantially all of the personal property of the Company, each material subsidiary of the Company and each subsidiary guarantor, (ii) mortgages upon certain real property of the Company and certain of its domestic subsidiaries and (iii) a pledge of the equity of each material subsidiary of the Company.

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Under the Credit Agreement, the Company must pay (i) an unused commitment fee ranging from 0.225% to 0.35% per annum of the average daily unused portion of the aggregate revolving credit commitments under the Credit Agreement and (ii) a fee ranging from 0.625% to 2.00% 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 December 31, 2017, the interest spread on the Revolving Credit Facility and Term Loan was 150 basis points. The weighted-average interest rate on borrowings outstanding under the Term Loan at December 31, 2017 was 2.85%.

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, dispose of assets, consummate acquisitions and make investments in joint ventures and foreign subsidiaries.

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 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.

With certain exceptions, the Company may elect to have the collateral pledged in connection with the Credit Agreement released during any period that the Company maintains an investment grade corporate family rating from either S&P Global Ratings or Moody’s Investor Service. During any such period when the collateral has been released, the Company’s leverage ratio as of the last day of any fiscal quarter must not be greater than 3.75 to 1.00, and the Company would not be subject to any additional requirement to limit its senior secured leverage ratio.

The Company was in compliance with the financial covenants contained in the Credit Agreement as of December 31, 2017.

Additionally, 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 March 3, 2010 in an aggregate amount not exceeding the sum of:


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.

In February 2014, the Company issued $250.0 million of 5.375% unsecured senior notes due March 1, 2022 (the “2022 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 both note issuances were used to repay existing outstanding notes of the Company. The Company has the option to redeem the 2022 Senior Notes and the 2025 Senior Notes for a premium after March 1, 2017 and March 1, 2020, respectively.

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The 2022 Senior Notes and the 2025 Senior Notes were issued pursuant to separate indentures (the “Indentures”) among the Company, the subsidiary guarantors named therein and a trustee. The Indentures contain customary affirmative and negative covenants. Certain of the Company’s subsidiaries jointly, severally, fully and unconditionally guarantee the Company’s obligations under the 2022 Senior Notes and 2025 Senior Notes. See Note 20 of the Notes to Condensed Consolidated Financial Statements for separate financial information of the subsidiary guarantors.

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 December 31, 2017, the fair value of the 2022 Senior Notes and the 2025 Senior Notes was estimated to be $257 million ($260 million at September 30, 2017) and $264 million ($264 million at September 30, 2017), respectively. The fair value of the Term Loan approximated book value at both December 31, 2017 and September 30, 2017. See Note 11 of the Notes to Condensed Consolidated Financial Statements for the definition of a Level 2 input.

8. 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.

The Company offers a variety of extended warranty programs. The premiums received for an extended warranty are generally deferred until after the expiration of the standard warranty period. The unearned premium is then recognized in income over the term of the extended warranty period in proportion to the costs that are expected to be incurred. Unamortized extended warranty premiums totaled $30.8 million and $29.4 million at December 31, 2017 and 2016, respectively.

Changes in the Company’s warranty liability and unearned extended warranty premiums were as follows (in millions):



	Three Months Ended December 31,
	2017			2016
Balance at beginning of period	$	98.8		$	89.6
Warranty provisions	12.0			10.7
Settlements made	(12.8		)	(11.9		)
Changes in liability for pre-existing warranties, net	1.2			(1.1		)
Premiums received	2.6			2.8
Amortization of premiums received	(2.6		)	(2.9		)
Foreign currency translation	0.1			(1.0		)
Balance at end of period	$	99.3		$	86.2

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.

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9. Guarantee Arrangements

The Company is party to multiple agreements whereby at December 31, 2017 it guaranteed an aggregate of $665.3 million in indebtedness of customers. The Company estimated that its maximum loss exposure under these contracts at December 31, 2017 was $122.8 million. Under the terms of these and various related 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. 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, and are generally subject to the finance company's ability to provide the Company clear title to foreclosed equipment and other conditions. During periods of economic weakness, collateral values generally decline and can contribute to higher exposure to losses.

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



	Three Months Ended December 31,
	2017			2016
Balance at beginning of period	$	9.1		$	8.4
Provision for new credit guarantees	1.3			0.6
Changes for pre-existing guarantees, net	—			0.1
Amortization of previous guarantees	(0.6		)	(0.5		)
Foreign currency translation	—			(0.1		)
Balance at end of period	$	9.8		$	8.5

10. Shareholders' Equity

On August 31, 2015, the Company's Board of Directors increased the Company's Common Stock repurchase authorization by 10,000,000 shares, increasing the repurchase authorization to 10,299,198 shares. The Company repurchased 748,000 shares of Common Stock under this authorization during the three months ended December 31, 2017 at a cost of $63.7 million. The Company did not repurchase any shares under this authorization during the three months ended December 31, 2016. As of December 31, 2017, the Company repurchased 3,534,624 shares under this authorization at a cost of $175.7 million. The Company had 6,764,574 shares of Common Stock remaining under this repurchase authorization as of December 31, 2017. The Company is restricted by its Credit Agreement from repurchasing shares in certain situations. See Note 7 of the Notes to Condensed Consolidated Financial Statements for information regarding these restrictions.

11. Fair Value Measurement

FASB Accounting Standards Codification (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.

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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 months ended December 31, 2017.

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



	Level 1		Level 2		Level 3		Total
December 31, 2017
Assets:
SERP plan assets ^(a)	$	22.2	$	—	$	—	$	22.2
Foreign currency exchange derivatives ^(b)	—		0.8		—		0.8
Interest rate contracts ^(c)	—		0.3		—		0.3

Liabilities:
Foreign currency exchange derivatives ^(b)	$	—	$	0.9	$	—	$	0.9
Interest rate contracts ^(c)	—		0.2		—		0.2

September 30, 2017
Assets:
SERP plan assets ^(a)	$	21.7	$	—	$	—	$	21.7
Foreign currency exchange derivatives ^(b)	—		0.5		—		0.5
Interest rate contracts ^(c)	—		0.3		—		0.3

Liabilities:
Foreign currency exchange derivatives ^(b)	$	—	$	1.2	$	—	$	1.2
Interest rate contracts ^(c)	—		0.7		—		0.7

_________________________

^(a)

Represents investments 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.


^(c)	Based on observable market transactions of interest rate swap prices.

12. 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 plans 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. At December 31, 2017, the Company had reserved 8,175,910 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.

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 months ended December 31, 2017 and 2016 was $8.5 million ($6.6 million net of tax) and $7.9 million ($5.0 million net of tax), respectively.

13. Restructuring and Other Charges

In September 2016, the Company committed to transition its access equipment aftermarket parts distribution network to a third party logistics company. This initiative is intended to improve customer service levels, increase operational efficiency and allow the Company to reallocate resources to invest in future growth. The Company expected to incur cash charges related to severance costs and other employment-related benefits of approximately $3.0 million related to this decision, of which $0.2 million and $0.7 million was incurred in the three months ended December 31, 2017 and December 31, 2016, respectively.

In January 2017, the access equipment segment announced it had committed to certain restructuring plans as part of simplification activities in support of the Company’s MOVE strategy. The plans include the closure of its manufacturing plant and pre-delivery inspection facilities in Belgium, the streamlining of telehandler product offerings to a reduced range in Europe, the transfer of remaining European telehandler manufacturing to the Company’s facility in Romania and reductions in engineering staff supporting European telehandlers, including the closure of the UK-based engineering facility. The announced plans also include the move of North American telehandler production from Ohio to facilities in Pennsylvania. The Company recognized $3.1 million of restructuring costs under this program in the three months ended December 31, 2017 and expects another $4 million to be recognized in fiscal 2018.

The Company had originally expected total implementation costs for the September 2016 and January 2017 access equipment segment restructuring actions to be between $48 million and $53 million. The Company made significant progress on implementing these actions in fiscal 2017 however, during the three months ended December 31, 2017, the Company experienced issues that caused operational inefficiencies resulting in additional costs. The Company now expects total costs for these actions to be approximately $73 million, including approximately $30 million of operating costs. During the three months ended December 31, 2017, the access equipment segment recognized $13.0 million of operational costs related to these actions, and the Company expects another $6 million to be recognized in fiscal 2018.

In December 2017, the commercial segment announced it will undertake certain restructuring actions to realign a portion of the business under three product platforms. The Company expects to incur approximately $4.0 million of total restructuring-related costs in connection with the plan, which primarily consists of employee severance and termination benefits costs and one-time costs associated with the exit of underperforming branch facilities. The Company recognized $2.5 million of the costs in the three months ended December 31, 2017 and expects the remaining amount to be recognized in fiscal 2018.

Pre-tax restructuring charges for the three months ended December 31, 2017 were as follows (in millions):



	Cost of Sales		Selling, General and Administrative Expenses		Total
Access equipment	$	3.3	$	—	$	3.3
Commercial	0.6		1.9		2.5
Total	$	3.9	$	1.9	$	5.8

Pre-tax restructuring charges for the three months ended December 31, 2016 were as follows (in millions):



	Cost of Sales		Selling, General and Administrative Expenses		Total
Access equipment	$	0.7	$	—	$	0.7
Commercial	—		0.4		0.4
Total	$	0.7	$	0.4	$	1.1

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Changes in the Company's restructuring reserves, included within “Other current liabilities” in the Condensed Consolidated Balance Sheets, were as follows (in millions):



	Employee Severance and Termination Benefits			Property, Plant and Equipment Impairment			Other Costs			Total
Balance at September 30, 2017	$	19.8		$	—		$	1.0		$	20.8
Restructuring provision	3.7			1.0			1.1			5.8
Utilized - cash	(7.0		)	—			(1.0		)	(8.0		)
Utilized - noncash	—			(1.0		)	—			(1.0		)
Foreign currency translation	0.3			—			—			0.3
Balance at December 31, 2017	$	16.8		$	—		$	1.1		$	17.9



	Employee Severance and Termination Benefits
Balance at September 30, 2016	$	0.9
Restructuring provision	1.1
Utilized - cash	(0.3		)
Balance at December 31, 2016	$	1.7

14. Employee Benefit Plans

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



	Three Months Ended December 31,
	2017			2016
Components of net periodic benefit cost
Service cost	$	3.1		$	3.3
Interest cost	4.5			4.4
Expected return on plan assets	(5.0		)	(4.5		)
Amortization of prior service cost	0.4			0.4
Amortization of net actuarial loss	0.5			1.0
Net periodic benefit cost	$	3.5		$	4.6

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



	Three Months Ended December 31,
	2017			2016
Components of net periodic benefit cost
Service cost	$	0.9		$	0.6
Interest cost	0.5			0.4
Amortization of prior service cost	(0.2		)	(0.2		)
Amortization of net actuarial loss	—			0.1
Net periodic benefit cost	$	1.2		$	0.9

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

15. Income Taxes

The Company recorded income tax expense of $4.7 million for the three months ended December 31, 2017, or 7.8% of pre-tax income, compared to $5.2 million, or 21.8% of pre-tax income, for the three months ended December 31, 2016. Results for the three months ended December 31, 2017 were favorably impacted by $10.3 million of net discrete tax benefits, including a $3.3 million benefit related to share-based compensation tax deductions, and a $6.5 million net benefit related to new tax legislation in the United States. Results for the three months ended December 31, 2016 were favorably impacted by $2.8 million of discrete tax benefits, including $2.1 million of tax benefits related to the release of valuation allowances on deferred tax assets for state net operating loss carryforwards and $0.7 million related to the release of valuation allowances on deferred taxes on federal capital loss carryforwards.

On December 22, 2017, the U.S. Tax Cuts and Jobs Act (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 and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted. As a result of the Tax Reform Act, the Company recorded a tax benefit of $23.9 million due to a remeasurement of deferred tax assets and liabilities and a tax charge of $17.4 million due to the transition tax on deemed repatriation of deferred foreign income, in the three months ended December 31, 2017. Both of the tax benefit and the tax charge represent provisional amounts and the Company’s current best estimates. Any adjustments recorded to the provisional amounts through the first quarter of fiscal 2019 will be included in income from operations as an adjustment to tax expense. The provisional amounts incorporate assumptions made based upon the Company’s current interpretation of the Tax Reform Act and may change as the Company receives additional clarification and implementation guidance.

Because of the complexity of the new Global Intangible Low-Taxed Income (GILTI) tax rules, the Company continues to evaluate this provision of the Tax Reform Act and the application of ASC 740, Income Taxes. Under U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company's measurement of its deferred taxes (the “deferred method”). The Company's selection of an accounting policy with respect to the new GILTI tax rules will depend, in part, on analyzing its global income to determine whether it expects to have future U.S. inclusions in taxable income related to GILTI and, if so, what the impact is expected to be. Whether the Company expects to have future U.S. inclusions in taxable income related to GILTI depends on not only the Company's current structure and estimated future results of global operations, but also its intent and ability to modify its structure. The Company's currently in the process of analyzing its structure and, as a result, is not yet able to reasonably estimate the effect of this provision of the Tax Reform Act. Therefore, the Company has not made any adjustments related to potential GILTI tax in its financial statements and has not made a policy decision regarding whether to record deferred tax on GILTI.

The Company’s liability for gross unrecognized tax benefits, excluding related interest and penalties, was $37.3 million and $37.2 million as of December 31, 2017 and September 30, 2017, respectively. As of December 31, 2017, net unrecognized tax benefits, excluding interest and penalties, of $21.1 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 three months ended December 31, 2017 and 2016, the Company recognized costs of $0.3 million and $0.4 million, respectively, related to interest and penalties. At December 31, 2017, the Company had accruals for the payment of interest and penalties of $10.2 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 $3.0 million because the Company’s tax positions are sustained on audit, the Company agrees to their disallowance or the statutes of limitations close.

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

16. Accumulated Other Comprehensive Income (Loss)

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



	Three Months Ended December 31, 2017
	Employee Pension and Postretirement Benefits, Net of Tax			Cumulative Translation Adjustments			Derivative Instruments			Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period	$	(46.2	)	$	(78.6	)	$	(0.2	)	$	(125.0	)
Other comprehensive income (loss) before reclassifications	—			2.1			—			2.1
Amounts reclassified from accumulated other comprehensive income (loss)	0.5			—			—			0.5
Net current period other comprehensive income (loss)	0.5			2.1			—			2.6
Balance at end of period	$	(45.7	)	$	(76.5	)	$	(0.2	)	$	(122.4	)



	Three Months Ended December 31, 2016
	Employee Pension and Postretirement Benefits, Net of Tax			Cumulative Translation Adjustments			Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period	$	(73.9	)	$	(101.1	)	$	(175.0	)
Other comprehensive income (loss) before reclassifications	—			(30.4		)	(30.4		)
Amounts reclassified from accumulated other comprehensive income (loss)	0.8			—			0.8
Net current period other comprehensive income (loss)	0.8			(30.4		)	(29.6		)
Balance at end of period	$	(73.1	)	$	(131.5	)	$	(204.6	)

Reclassifications out of accumulated other comprehensive income (loss) included in the computation of net periodic pension and postretirement benefit cost (refer to Note 14 of the Notes to Condensed Consolidated Financial Statements for additional details regarding employee benefit plans) were as follows (in millions):



	Three Months Ended December 31,
	2017			2016
Amortization of employee pension and postretirement benefits items
Prior service costs	$	0.2		$	0.2
Actuarial losses	0.5			1.1
Total before tax	0.7			1.3
Tax benefit	(0.2		)	(0.5		)
Net of tax	$	0.5		$	0.8

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

17. Earnings Per Share

The calculation of basic and diluted earnings per common share was as follows:



	Three Months Ended December 31,
	2017	2016
Basic Earnings Per Share:
Weighted-average common shares outstanding	74,846,829	74,280,377

Diluted Earnings Per Share:
Basic weighted-average common shares outstanding	74,846,829	74,280,377
Dilutive stock options and other equity-based compensation awards	1,177,636	1,104,540
Diluted weighted-average common shares outstanding	76,024,465	75,384,917

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 December 31,
	2017	2016
Stock options	261,675	393,975

18. 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 December 31, 2017 and September 30, 2017, the estimated net liabilities for product and general liability claims totaled $40.0 million and $39.1 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 $630.3 million and $598.4 million at December 31, 2017 and September 30, 2017, respectively. Open standby letters of credit issued by the Company’s banks in favor of third parties totaled $94.9 million and $96.9 million at December 31, 2017 and September 30, 2017, 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.

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company was one of several bidders on a large, multi-year military truck solicitation for the Canadian government. The Company's bid was not selected, and the Company subsequently submitted a legal challenge of that conclusion. In May 2016, the Canadian International Trade Tribunal (the “Tribunal”) ruled in the Company's favor in connection with that challenge. In December 2017, the Tribunal issued its determination outlining the compensation to which the Company is entitled as a result of the challenge. Due to the expectation that the Canadian government will appeal this matter, the Company has not recognized any gain for this matter as it is not yet realized or realizable.

19. Business Segment Information

The Company is organized into four 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-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.

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



	Three Months Ended December 31,
	2017								2016
	External Customers		Inter- segment			Net Sales			External Customers		Inter- segment			Net Sales
Access equipment
Aerial work platforms	$	323.5	$	—		$	323.5		$	233.7	$	—		$	233.7
Telehandlers	129.5		—			129.5			93.3		—			93.3
Other	175.2		—			175.2			162.2		—			162.2
Total access equipment	628.2		—			628.2			489.2		—			489.2

Defense	493.2		0.3			493.5			294.2		0.3			294.5

Fire & emergency	224.9		4.2			229.1			229.1		3.4			232.5

Commercial
Concrete placement	111.5		—			111.5			84.4		—			84.4
Refuse collection	101.2		—			101.2			92.2		—			92.2
Other	27.0		1.7			28.7			21.5		1.1			22.6
Total commercial	239.7		1.7			241.4			198.1		1.1			199.2
Corporate and intersegment eliminations	0.3		(6.2		)	(5.9		)	0.8		(4.8		)	(4.0		)
Consolidated	$	1,586.3	$	—		$	1,586.3		$	1,211.4	$	—		$	1,211.4

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Three Months Ended December 31,
	2017			2016
Operating income (loss):
Access equipment	$	13.8		$	24.4
Defense	65.2			23.8
Fire & emergency	25.1			17.0
Commercial	8.3			4.6
Corporate	(38.6		)	(33.6		)
Consolidated	73.8			36.2
Interest expense, net of interest income	(13.7		)	(13.9		)
Miscellaneous other income	0.5			1.3
Income before income taxes and equity in earnings of unconsolidated affiliates	$	60.6		$	23.6



	December 31,		September 30,
	2017		2017
Identifiable assets:
Access equipment:
U.S.	$	1,884.5	$	1,905.5
Europe	525.0		541.0
Rest of the World	242.0		246.1
Total access equipment	2,651.5		2,692.6
Defense:
U.S.	818.0		775.1
Rest of the World	6.5		7.0
Total defense	824.5		782.1
Fire & emergency - U.S.	526.9		552.6
Commercial:
U.S.	359.4		377.3
Rest of the World	41.2		42.3
Total commercial	400.6		419.6
Corporate:
U.S. ^(a)	457.5		543.9
Rest of the World ^(b)	101.1		108.1
Total corporate	558.6		652.0
Consolidated	$	4,962.1	$	5,098.9

_________________________


^(a)	Primarily includes cash and short-term investments.


^(b)	Primarily includes a corporate-led manufacturing facility that supports multiple operating segments.

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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



	Three Months Ended December 31,
	2017		2016
Net sales:
United States	$	1,233.2	$	1,018.3
Other North America	43.5		35.7
Europe, Africa and Middle East	235.5		71.6
Rest of the World	74.1		85.8
Consolidated	$	1,586.3	$	1,211.4

20. Separate Financial Information of Subsidiary Guarantors of Indebtedness

The 2022 Senior Notes and the 2025 Senior Notes are jointly, severally, fully and unconditionally guaranteed on a senior unsecured basis by all of the Company’s 100% owned existing and future subsidiaries that from time to time guarantee obligations under the Credit Agreement, with certain exceptions (the “Guarantors”).

Under the Indentures governing the 2022 Senior Notes and 2025 Senior Notes, a Guarantor’s guarantee of such Senior Notes will be automatically and unconditionally released and will terminate upon the following customary circumstances: (i) the sale of such Guarantor or substantially all of the assets of such Guarantor if such sale complies with the Indentures; (ii) if such Guarantor no longer guarantees certain other indebtedness of the Company; or (iii) the defeasance or satisfaction and discharge of the Indentures. The following condensed supplemental consolidating financial information reflects the summarized financial information of Oshkosh Corporation, the Guarantors on a combined basis and Oshkosh Corporation’s non-guarantor subsidiaries on a combined basis (in millions):

Condensed Consolidating Statement of Income and Comprehensive Income

For the Three Months Ended December 31, 2017



	Oshkosh Corporation			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Total
Net sales	$	—		$	1,372.2	$	267.9	$	(53.8	)	$	1,586.3
Cost of sales	(0.9		)	1,153.0		245.7		(53.7		)	1,344.1
Gross income (loss)	0.9			219.2		22.2		(0.1		)