UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2016
or
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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock ($.01 par value) | New York Stock Exchange | |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ý Yes o No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes ý No
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer o | |
Non-accelerated filer o | Smaller reporting company 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
At March 31, 2016, the aggregate market value of the registrant’s Common Stock held by non-affiliates was $2,989,656,153 (based on the closing price of $40.87 per share on the New York Stock Exchange as of such date).
As of November 15, 2016, 74,465,359 shares of the registrant’s Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the 2017 Annual Meeting of Shareholders (to be filed with the Commission under Regulation 14A within 120 days after the end of the registrant’s fiscal year and, upon such filing, to be incorporated by reference into Part III).
OSHKOSH CORPORATION
FISCAL 2016 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
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As used herein, the “Company,” “we,” “us” and “our” refers to Oshkosh Corporation and its consolidated subsidiaries. “Oshkosh” refers to Oshkosh Corporation, not including JLG Industries, Inc. and its wholly-owned subsidiaries (JLG), Oshkosh Defense, LLC and its wholly-owned subsidiary (including its predecessor, Oshkosh Defense), Pierce Manufacturing Inc. (Pierce), McNeilus Companies, Inc. (McNeilus) and its wholly-owned subsidiaries, Oshkosh Airport Products, LLC (Airport Products), Kewaunee Fabrications, LLC (Kewaunee), Oshkosh Commercial Products, LLC (Oshkosh Commercial), Concrete Equipment Company, Inc. and its wholly-owned subsidiary (CON-E-CO), London Machinery Inc. and its wholly-owned subsidiary (London) and Iowa Mold Tooling Co., Inc. (IMT) or any other subsidiaries.
The “Oshkosh®,” “JLG®,” “Oshkosh Defense®,” “Pierce®,” “McNeilus®,” “Jerr-Dan®,” “Frontline™,” “CON-E-CO®,” “London®,” “IMT®,” “Command Zone™,” “TAK-4®,” “PUC™,” “Saber®,” “Hercules™,” “Husky™,” “Ascendant™,” “SkyTrak®,” “TerraMax™,” “ProPulse®” and “Power Towers™” trademarks and related logos are trademarks or registered trademarks of the Company. All other product and service names referenced in this document are the trademarks or registered trademarks of their respective owners.
All references herein to earnings per share refer to earnings per share assuming dilution, unless noted otherwise.
For ease of understanding, the Company refers to types of specialty vehicles for particular applications as “markets.” When the Company refers to “market” positions, these comments are based on information available to the Company concerning units sold by those companies currently manufacturing the same types of specialty vehicles and vehicle bodies as the Company and are therefore only estimates. Unless otherwise noted, these market positions are based on sales in the United States of America. There can be no assurance that the Company will maintain such market positions in the future.
Cautionary Statement About Forward-Looking Statements
The Company believes that certain statements in “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other statements located elsewhere in this Annual Report on Form 10-K are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this report, including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, including those under the captions “Executive Overview” and “Fiscal 2017 Outlook” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements. When used in this Annual Report on Form 10-K, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These factors include the cyclical nature of the Company’s access equipment, commercial and fire & emergency markets, which are particularly impacted by the strength of U.S. and European economies and construction seasons; the Company’s estimates of access equipment demand which, among other factors, is influenced by customer historical buying patterns and rental company fleet replacement strategies; the strength of the U.S. dollar and its impact on Company exports, translation of foreign sales and purchased materials; the expected level and timing of U.S. Department of Defense (DoD) and international defense customer procurement of products and services and acceptance of and funding or payments for such products and services; the outcome of a competitor’s protest of orders we received from the DoD; higher material costs resulting from production variability due to uncertainty of timing of funding or payments from international defense customers; risks related to reductions in government expenditures in light of U.S. defense budget pressures, sequestration and an uncertain DoD tactical wheeled vehicle strategy; the impact of any DoD solicitation for competition for future contracts to produce military vehicles, including a future Family of Medium Tactical Vehicle (FMTV) production contract; the Company’s ability to increase prices to raise margins or offset higher input costs; increasing commodity and other raw material costs, particularly in a sustained economic recovery; risks related to facilities expansion, consolidation and alignment, including the amounts of related costs and charges and that anticipated cost savings may not be achieved; global economic uncertainty, which could lead to additional impairment charges related to many of the Company’s intangible assets and/or a slower recovery in the Company’s cyclical businesses than Company or equity market expectations; projected adoption rates of work at height machinery in emerging markets; the impact of severe weather or natural disasters that may affect the Company, its suppliers or its customers; risks related to the collectability of receivables, particularly for those businesses with exposure to construction markets; the cost of any warranty campaigns related to the Company’s products; risks related to production or shipment delays arising from quality or production issues; risks associated with international operations and sales, including compliance with the Foreign Corrupt Practices Act (FCPA); the Company’s ability to comply with complex laws and regulations applicable to U.S. government contractors; cybersecurity risks and costs of defending against, mitigating and responding to a data security breach; and risks related to the Company’s ability to successfully execute on its strategic road map and meet its long-term financial goals. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained in Item 1A of Part I of this report.
All forward-looking statements, including those under the caption “Executive Overview” and “Fiscal 2017 Outlook” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” speak only as of November 22, 2016. The Company assumes no obligation, and disclaims any obligation, to update information contained in this Annual Report on Form 10-K. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.
PART I
ITEM 1. BUSINESS
The Company
Oshkosh Corporation is a leading designer, manufacturer and marketer of a broad range of specialty vehicles and vehicle bodies. The Company partners with customers to deliver superior solutions that safely and efficiently move people and materials at work, around the globe, and around the clock. The Company began business in 1917 as an early pioneer of four-wheel drive technology, and off road mobility technology remains one of its core competencies. The Company maintains four reportable segments for financial reporting purposes: access equipment, defense, fire & emergency and commercial, which comprised 48.0%, 21.5%, 15.0% and 15.5%, respectively, of the Company’s consolidated net sales in fiscal 2016. These segments, in some way, all share common customers and distribution channels, leverage common components and suppliers, utilize common technologies and manufacturing processes and share employees and manufacturing and distribution facilities, which results in the Company being an integrated specialty vehicle manufacturer. The Company made approximately 19%, 15% and 24% of its net sales for fiscal 2016, 2015 and 2014, respectively, to the U.S. government, a substantial majority of which were under multi-year contracts and programs in the defense vehicle market. See Note 22 of the Notes to Consolidated Financial Statements for financial information related to the Company’s business segments.
JLG, a global manufacturer of aerial work platforms and telehandlers used in a wide variety of construction, agricultural, industrial, institutional and general maintenance applications to position workers and materials at elevated heights, forms the base of the Company’s access equipment segment. JLG’s customers include equipment rental companies, construction contractors, manufacturing companies and home improvement centers. The access equipment segment also includes Jerr-Dan-branded tow trucks (wreckers) and roll-back vehicle carriers (carriers) sold to towing companies in the U.S. and abroad.
The Company's defense segment has manufactured and sold military tactical wheeled vehicles to the DoD for more than 90 years. In 1981, Oshkosh Defense was awarded the first Heavy Expanded Mobility Tactical Truck (HEMTT) contract for the DoD and thereafter developed into the DoD’s leading supplier of severe-duty, heavy-payload tactical trucks. Since that time, Oshkosh Defense has broadened its product offerings to become the leading manufacturer of severe-duty, heavy- and medium-payload tactical trucks for the DoD, manufacturing vehicles that perform a variety of demanding tasks such as hauling tanks, missile systems, ammunition, fuel, troops and cargo for combat units and light-payload tactical vehicles, through its Mine Resistant Ambush Protected All Terrain Vehicles (M-ATV). In October 2011, Oshkosh Defense introduced the Light Combat All-Terrain Vehicle (L-ATV) to continue to expand its light protected tactical wheeled vehicle offering. The L-ATV incorporates field-proven technologies, advanced armor solutions and expeditionary levels of off-road mobility to redefine safety and performance standards. The L-ATV also is designed for future growth, with the ability to accept additional armor packages and technology upgrades as the mission requires. The L-ATV was Oshkosh Defense's entrant in the DoD's Joint Light Tactical Vehicle (JLTV) competition. In August 2015, the DoD awarded the Company an eight-year fixed price contract valued at $6.7 billion for the production and delivery of approximately 17,000 (subsequently increased to over 18,000) vehicles and sustaining services under the U.S. Army and Marine Corps JLTV program. The JLTV program is expected to be a 20-year, $30 billion program for the production of up to 55,000 vehicles as well as support services and engineering. The Company believes that international interest in the JLTV will contribute to strong demand for this revolutionary new defense vehicle.
The Company’s fire & emergency segment manufactures custom and commercial firefighting vehicles and equipment, aircraft rescue and firefighting (ARFF) vehicles, snow removal vehicles, simulators and other emergency vehicles primarily sold to fire departments, airports and other governmental units in the Americas and abroad and broadcast vehicles sold to broadcasters and television stations in the Americas and abroad.
The Company’s commercial segment manufactures rear- and front-discharge concrete mixers, refuse collection vehicles, portable and stationary concrete batch plants and vehicle components sold to ready-mix companies and commercial and municipal waste haulers in North America and other international markets and field service vehicles and truck-mounted cranes sold to mining, construction and other companies in the Americas and abroad.
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Competitive Strengths
The following competitive strengths support the Company’s business strategy:
Strong Market Positions. The Company has developed strong market positions and brand recognition in its core businesses, which it attributes to its reputation for quality products, advanced engineering, innovation, vehicle performance, reliability, customer service and low total product life cycle costs. The Company maintains leading market shares in all its businesses and is the sole-source supplier of a number of vehicles to the DoD.
Diversified Product Offering. The Company believes its broad product offerings and target markets serve to diversify its sources of revenues, mitigate the impact of economic cycles and provide multiple platforms for potential organic growth and acquisitions. The Company’s product offerings provide extensive opportunities for bundling of products for sale to customers, co-location of manufacturing, leveraging purchasing power and sharing technology within and between segments. For each of its target markets, the Company has developed or acquired a broad product line in an effort to become a single-source provider of specialty vehicles, vehicle bodies, parts and service and related products to its customers. In addition, the Company has established an extensive domestic and international distribution system for specialty vehicles and vehicle bodies tailored to each market.
Quality Products and Customer Service. The Company has developed strong brand recognition for its products as a result of its commitment to meet the stringent product quality and reliability requirements of its customers in the specialty vehicle and vehicle body markets it serves. The Company frequently achieves premium pricing due to the durability and low life cycle costs for its products. The Company also provides high quality customer service through its extensive parts and service support programs, which are generally available to customers 365 days a year in all product lines throughout the Company’s distribution systems.
Innovative and Proprietary Components. The Company’s advanced design and engineering capabilities have contributed to the development of innovative and/or proprietary, severe-duty components that enhance vehicle performance, reduce manufacturing costs and strengthen customer relationships. The Company’s advanced design and engineering capabilities have also allowed it to integrate many of these components across various product lines, which enhances its ability to compete for new business and reduces its costs to manufacture its products compared to manufacturers who simply assemble purchased components.
Flexible and Efficient Manufacturing. The Company believes it has competitive advantages over larger vehicle manufacturers in its specialty vehicle markets due to its product quality, manufacturing flexibility, vertical integration, purchasing power in specialty vehicle components and tailored distribution systems. In addition, the Company believes it has competitive advantages over smaller vehicle and vehicle body manufacturers due to its relatively higher volumes of similar products that permit the use of moving assembly lines and which allow it to leverage purchasing power and technology opportunities across product lines.
Strong Management Team. The Company is led by President and Chief Executive Officer Wilson R. Jones who has been employed by the Company since 2005. Mr. Jones succeeds the former Chief Executive Officer, Charles L. Szews, who retired from the Company effective December 31, 2015. Mr. Jones is complemented by an experienced senior management team that has been assembled through internal promotions and new hires. The management team has successfully executed a strategic reshaping and expansion of the Company's business, which has positioned the Company to be a global leader in the specialty vehicle and vehicle body markets.
Business Strategy
The Company is focused on increasing its net sales, profitability and cash flow and maintaining a strong balance sheet by capitalizing on its competitive strengths and pursuing an integrated business strategy. The Company completed a comprehensive strategic planning process in fiscal 2011 with the assistance of a globally-recognized consulting firm that culminated in the creation of the Company’s roadmap, named MOVE, to deliver outstanding long-term shareholder value. The Company reassessed the MOVE strategy in fiscal 2016 and concluded that opportunities remained for MOVE to continue to guide the Company's path forward. The Company has recommitted itself to a refreshed MOVE strategy and expects to continue to pursue and measure itself against MOVE initiatives in 2017 and beyond.
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The updated MOVE strategy consists of the following four key initiatives:
Market Leader Delighting Customers. This initiative focuses on growing profitability by maintaining intense focus on customer experience. By tapping into the voice of the customer, the Company aims to deliver superior products and services under this initiative. The Company drives consistent customer experience through the use of standard processes and tools throughout the organization. Customers derive value by working with a partner that provides total customer care throughout the product life cycle. The Company's goal is to delight its customers.
Optimize Cost and Capital Structure. This initiative focuses on optimizing the Company's cost and capital structure (“O” initiative) to provide value for customers and shareholders by aggressively attacking its product, process and overhead costs and opportunistically using its expected free cash flow to return capital to shareholders or invest in acquisition opportunities. The Company utilizes a comprehensive lean enterprise focus to drive to be a low cost producer in all of its product lines while sustaining premium product features and quality and to deliver low product life cycle costs for its customers. Lean is a methodology to eliminate non-value added work from a process stream. The Company also embraces organizational simplification by focusing on what drives value to customers and objectively allocating time and resources in these areas. As a result of its focus on cost optimization, the Company expects to more efficiently utilize its manufacturing facilities, increase inventory turns, reduce product, process and overhead costs, lower manufacturing lead times and new product development cycle times and increase its operating income margins. The Company is targeting a $55 million year over year cost reduction under the “O” initiative in fiscal 2017.
Value Innovation. This initiative focuses on emphasizing the Company's new product development as it seeks to expand sales and margins by leading its core markets in the introduction of new or improved products and technologies. The Company primarily uses internal development but also uses licensing of technology and strategic acquisitions to execute multi-generational product plans in each of the Company’s businesses. The Company actively seeks to commercialize emerging technologies that are capable of expanding customer uses of its products. The Company is targeting that new product sales will drive 15% - 20% of its fiscal 2017 revenue.
Emerging Market Growth. This initiative focuses on the Company's continued expansion into those specialty vehicle and vehicle body markets globally where it has acquired or can acquire strong market positions over time and where it believes it can leverage synergies in purchasing, manufacturing, technology and distribution to increase sales and profitability. Business development teams actively pursue new customers in targeted developing countries in Asia, Eastern Europe, the Middle East, Latin America and Africa. In pursuit of this strategy, the Company has sales and service offices in Russia, India, Saudi Arabia, China, South Korea and Japan to pursue various opportunities in each of those countries. In addition, the Company recently expanded its sales and aftermarket personnel in multiple countries in Europe, Latin America, Asia and the Middle East. The Company would also consider selectively pursuing strategic acquisitions to enhance the Company’s product offerings and expand its international presence in the specialty vehicle and vehicle body markets. The Company is targeting a 15% - 20% increase in international sales under this initiative in fiscal 2017.
Products
The Company is focused on the following core segments of the specialty vehicle and vehicle body markets:
Access equipment segment. JLG manufactures aerial work platforms and telehandlers used in a wide variety of construction, agricultural, industrial, institutional and general maintenance applications to position workers and materials at elevated heights. In addition, through a long-term license with Caterpillar Inc. that extends through 2025, JLG produces Caterpillar-branded telehandlers for distribution through the worldwide Caterpillar Inc. dealer network. JLG also produces a line of telehandlers for the European agricultural market under a license from SAME Deutz-Fahr and sells SAME Deutz-Fahr-branded telehandlers directly to SAME Deutz-Fahr's dealer network. Through its acquisition of Power Towers Ltd. in 2015, the Company is a leading manufacturer and marketer of low level access equipment in the United Kingdom, Europe and the Middle East. Power Towers Ltd. offers a range of award-winning low level lifts, both self-propelled and push around types, to meet the demands of the rapidly expanding low level access market within the access equipment industry.
Access equipment customers include equipment rental companies, construction contractors, manufacturing companies and home improvement centers. JLG’s products are marketed worldwide through independent rental companies and distributors that purchase these products and then rent or sell them and provide service support, as well as through other sales and service branches or organizations in which the Company holds equity positions.
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JLG also arranges equipment financing and leasing solutions for its customers, primarily through third-party funding arrangements with independent financial companies, and occasionally provides credit support in connection with these financing and leasing arrangements. Financing arrangements that JLG offers or arranges through this segment include various types of rental fleet loans and leases, as well as floor plan and retail financing. Terms of these arrangements vary depending on the type of transaction, but typically range between 36 and 72 months and generally require the customer to be responsible for insurance, taxes and maintenance of the equipment, and to bear the risk of damage to or loss of the equipment.
The Company, through its Jerr-Dan brand, is a leading manufacturer and marketer of towing and recovery equipment in the U.S. The Company believes Jerr-Dan is recognized as an industry leader in quality and innovation. Jerr-Dan offers a complete line of both carriers and wreckers. In addition to manufacturing equipment, Jerr-Dan provides its customers with one-stop service for carriers and wreckers and generates revenue from the installation of equipment, as well as the sale of chassis and service parts.
Defense segment. The Company, through Oshkosh Defense, has sold products to the DoD for over 90 years. Oshkosh Defense also exports tactical wheeled vehicles to approved foreign customers. By successfully responding to the DoD's changing vehicle requirements, Oshkosh Defense has become the leading manufacturer of Heavy, Medium, and Mine Resistant Ambush Protected (MRAP) tactical wheeled vehicles and related service and sustainment for the DoD and has expanded its product offerings to include light tactical wheeled vehicles. Oshkosh Defense manufactures vehicles that perform a variety of demanding tasks such as hauling tanks, missile systems, ammunition, fuel, troops and cargo for a broad range of missions. Oshkosh Defense's proprietary military product line of heavy-payload tactical wheeled vehicles includes the HEMTT, the Heavy Equipment Transporter (HET), the Palletized Load System (PLS), and the Logistic Vehicle System Replacement (LVSR). Oshkosh Defense's proprietary military medium-payload tactical wheeled vehicles include the Medium Tactical Vehicle Replacement (MTVR). Oshkosh Defense's proprietary M-ATV was specifically designed with superior survivability as well as extreme off-road mobility for use in conditions similar to those encountered in the conflict in Afghanistan.
In June 2009, the DoD awarded Oshkosh Defense a sole source contract for M-ATVs and associated aftermarket parts packages. Since receiving the initial contract award Oshkosh Defense has delivered over 8,700 M-ATVs domestically and over 1,600 M-ATVs internationally. In fiscal 2016 Oshkosh Defense completed contract requirements to deliver 273 M-ATVs to an international customer and began to perform under a separate international contract delivering 325 M-ATVs. The Company expects to deliver approximately 1,000 more M-ATVs under this contract in fiscal 2017.
In August 2009, the DoD awarded Oshkosh Defense a contract to be the sole producer of FMTVs under the U.S. Army's FMTV Rebuy program. Originally a five-year requirements contract, in fiscal 2015 the DoD extended the FMTV Rebuy program to allow for the delivery of vehicles and trailers through February 2017. In September 2016, the U.S. Army extended the FMTV contract through a contract modification that included orders to Oshkosh Defense to produce FMTV trucks and trailers through July 2018. A competitor filed a protest with the Government Accountability Office (GAO) challenging the contract extension to Oshkosh Defense. This protest was subsequently withdrawn.
In June 2015, the DoD awarded Oshkosh Defense a new Family of Heavy Tactical Vehicles (FHTV) contract for the recapitalization of HEMTT, HET and PLS vehicles as well as associated logistics and configuration management support. The contract is a five-year requirements contract for the continued remanufacturing of FHTV vehicles through fiscal 2020. The contract is fixed-price incentive firm where the price paid to the Company is subject to adjustment based on actual costs incurred. The impact of pricing adjustments under fixed-price incentive firm contracts are generally shared by the Company and the customer. The Company delivered 1,319 vehicles under this contract in fiscal 2016, with remaining vehicles under contract expected to be delivered through early fiscal 2018.
In August 2015, the DoD awarded Oshkosh Defense an eight-year, fixed price JLTV contract valued at $6.7 billion for production and delivery of approximately 17,000 (subsequently increased to over 18,000) vehicles and sustaining services. The JLTV program is expected to be a 20-year, $30 billion program for the production of up to 55,000 vehicles, support services and engineering. The Company began work on the contract in fiscal 2016, delivering its first production JLTV vehicles to the U.S. Army in September 2016.
In addition to retaining its current defense truck contracts, the Company’s objective is to continue to diversify into other areas of the U.S. and international defense vehicle markets by expanding applications, uses and vehicle body styles of its current tactical truck lines and growing aftermarket product and service offerings.
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Fire & emergency segment. Through Pierce, the Company is the leading domestic manufacturer of fire apparatus assembled on custom chassis, designed and manufactured to meet the special needs of firefighters. Pierce also manufactures fire apparatus assembled on commercially available chassis, which are produced for multiple end-customer applications. Pierce’s engineering expertise allows it to design its vehicles to meet stringent industry guidelines and government regulations for safety and effectiveness. Pierce primarily serves domestic municipal customers, but also sells fire apparatus to the DoD, airports, universities and large industrial companies, and increasingly in international markets. Pierce’s history of innovation and research and development in consultation with firefighters has resulted in a broad product line that features a wide range of innovative, high-quality custom and commercial firefighting equipment with advanced fire suppression capabilities. In an effort to be a single-source supplier for its customers, Pierce offers a full line of custom and commercial fire apparatus and emergency vehicles, including pumpers, aerial platform, ladder and tiller trucks, tankers, light-, medium- and heavy-duty rescue vehicles, wildland rough terrain response vehicles, mobile command and control centers, bomb squad vehicles, hazardous materials control vehicles and other emergency response vehicles.
The Company, through Airport Products, is among the leaders in sales of ARFF vehicles to domestic and international airports. These highly-specialized vehicles are required to be in service at most airports worldwide to support commercial airlines in the event of an emergency. Many of the world’s largest airports, including LaGuardia International Airport, O’Hare International Airport, Hartsfield-Jackson International Airport, Denver International Airport, Baltimore-Washington International Airport, and Dallas/Fort Worth International Airport in the U.S., are served by the Company’s ARFF vehicles. The U.S. Government also maintains a fleet of ARFF vehicles that are used to support military operations throughout the world. Internationally, the Company's vehicles serve, among others, Beijing, China and more than twenty other airports in China; Singapore; Toronto and Quebec, Canada; Abu Dhabi, UAE; Birmingham, Cardiff, Manchester and Liverpool, United Kingdom; and Moscow, Russia. The Company has recently delivered ARFF vehicles to multiple airports throughout Kuwait, Southeast Asia, Papua New Guinea, Mexico, Chile and Argentina. The Company believes that the performance and reliability of its ARFF vehicles contribute to the Company’s strong position in this market.
The Company, through Airport Products, is a global leader in airport snow removal vehicles. The Company’s specially designed airport snow removal vehicles are used by some of the largest airports in the world, including Dallas/Fort Worth International Airport, Hartsfield-Jackson International Airport, Minneapolis-St. Paul International Airport and O’Hare International Airport in the U.S. and Beijing, China; Incheon, South Korea; and Toronto and Montreal, Canada internationally. The Company believes that the reliability of its high-performance snow removal vehicles and the speed with which they clear airport runways contribute to its strong position in this market.
The Company, through its Frontline brand, is a leading manufacturer, system designer and integrator of broadcast and communication vehicles, including electronic field production trailers, satellite news gathering and electronic news gathering vehicles for broadcasters and command trucks for local and federal governments along with being a leading supplier of military simulator shelters and trailers. The Company’s vehicles have been used worldwide to broadcast the NFL Super Bowl, the FIFA World Cup and the Olympics.
The Company offers three- to fifteen-year municipal lease financing programs to its fire & emergency segment customers in the U.S. through Oshkosh Equipment Finance, LLC, doing business as Oshkosh Capital. Programs include competitive lease financing rates, creative and flexible finance arrangements and the ease of one-stop shopping for customers’ equipment and financing. The Company executes the lease financing transactions through a private label arrangement with an independent third-party finance company. The Company typically provides credit support in connection with these financing and leasing arrangements.
Commercial segment. Through Oshkosh Commercial, McNeilus, London and CON-E-CO, the Company is a leading manufacturer of front- and rear-discharge concrete mixers and portable and stationary concrete batch plants for the concrete ready-mix industry throughout the Americas. Through McNeilus, the Company is a leading manufacturer of refuse collection vehicles for the waste services industry throughout the Americas.
Through IMT, the Company is a leading North American manufacturer of field service vehicles and truck-mounted cranes for the construction, equipment dealer, building supply, utility, tire service, railroad and mining industries. The Company believes its commercial segment vehicles and equipment have a reputation for efficient, cost-effective, dependable and low maintenance operation.
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The Company also arranges equipment financing and leasing solutions for its customers, primarily through third-party funding arrangements with independent financial companies, and occasionally provides credit support in connection with these financing and leasing arrangements.
Marketing, Sales, Distribution and Service
The Company believes it differentiates itself from many of its competitors by tailoring its distribution to the needs of its specialty vehicle and vehicle body markets and with its national and global sales and service capabilities. Distribution personnel demonstrate to customers how to use the Company’s vehicles and vehicle bodies properly. In addition, the Company’s flexible distribution is focused on meeting customers on their terms, whether on a job site, in an evening public meeting or at a municipality’s offices, compared to the showroom sales approach of the typical dealers of large vehicle manufacturers. The Company backs all products with same-day parts shipment, and its service technicians are available in person or by telephone to domestic customers 365 days a year. The Company believes its dedication to keeping its products in-service in demanding conditions worldwide has contributed to customer loyalty.
The Company provides its salespeople, representatives and distributors with product and sales training on the operation and specifications of its products. The Company’s engineers, along with its product managers, develop operating manuals and provide field support at vehicle delivery.
U.S. dealers and representatives enter into agreements with the Company that allow for termination by either party generally upon 90 days' notice, subject to applicable laws. Dealers and representatives, except for those utilized by JLG and IMT, are generally not permitted to market and sell competitive products.
Access equipment segment. JLG’s products are marketed across six continents through independent rental companies and distributors that purchase JLG products and then rent or sell them and provide service support, as well as through other Company owned sales and service branches. JLG maintains a broad internal sales force that is comprised of employees worldwide. Sales employees are dedicated to specific major customers, channels or geographic regions. JLG’s international sales employees are spread among JLG’s approximately 20 international sales and service offices.
JLG produces a variety of its own branded telehandlers and manufactures the Caterpillar-branded telehandlers under a license to Caterpillar Inc. for their worldwide Caterpillar Inc. distribution network. JLG also produces a line of telehandlers for the European agricultural market under a license from SAME Deutz-Fahr and sells SAME Deutz-Fahr-branded telehandlers directly to SAME Deutz-Fahr’s dealer network.
The Company markets its Jerr-Dan-branded carriers and wreckers through its network of approximately 60 independent distributors.
Defense segment. Oshkosh Defense sells substantially all of its domestic defense products directly to principal branches of the DoD and has sold its defense products to more than 20 international militaries around the globe. Oshkosh Defense maintains a liaison office in Washington, D.C. to represent its interests with the U.S. Congress, the offices of the Executive Branch of the U.S. government, the Pentagon, as well as international embassies and government agencies. Oshkosh Defense locates its business development, consultants and engineering professionals near its customers' principal commands, both domestically and internationally. Oshkosh Defense also sells and services defense products to approved international governments as Direct Commercial Sales or Foreign Military Sales via U.S. government channels. Oshkosh Defense supports international sales through international sales offices, as well as through dealers, distributors and representatives.
In addition to marketing its current tactical wheeled vehicle offerings and competing for new contracts, Oshkosh Defense actively works with the U.S. Armed Services to develop new applications for its vehicles and expand its services.
Logistics services are increasingly important in the defense market. The Company believes that its proven worldwide logistics capabilities and internet-based ordering, invoicing and electronic payment systems have significantly contributed to the expansion of its defense parts and service business since fiscal 2002, following the commencement of Operation Iraqi Freedom and Operation Enduring Freedom. Oshkosh Defense maintains a large parts distribution warehouse in Milwaukee, Wisconsin to fulfill stringent parts delivery schedule requirements, as well as satellite facilities near DoD bases in the U.S., Europe, Asia and the Middle East.
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Fire & emergency segment. The Company believes the geographic breadth, size and quality of its Pierce fire apparatus sales and service organization are competitive advantages in a market characterized by a few large manufacturers and numerous small, regional competitors. Pierce’s fire apparatus are sold through approximately 30 independent sales and service organizations with hundreds of sales representatives in the U.S. and Canada, which combine broad geographical reach with frequency of contact with fire departments and municipal government officials. These sales and service organizations are supported by product and marketing support professionals and contract administrators at Pierce. The Company believes frequency of contact and local presence are important to cultivate major, and typically infrequent, purchases involving the city or town council, fire department, purchasing, finance and mayoral offices, among others, that may participate in a fire apparatus bid and selection process. After the sale, Pierce’s nationwide local parts and service capability is available to help municipalities maintain peak readiness for this vital municipal service. Pierce also sells directly to the DoD and other U.S. government agencies. Many of the Pierce fire apparatus sold to the DoD are placed in service at U.S. military bases, camps and stations overseas. Additionally, Pierce sells fire apparatus to numerous international municipal and industrial fire departments through a network of international dealers. The Company markets its Frontline-branded broadcast vehicles through sales representatives and its Frontline-branded command vehicles through both sales representatives and dealer organizations that are directed at government and commercial customers.
The Company markets its Oshkosh-branded ARFF vehicles through a combination of direct sales representatives domestically and an extensive network of representatives and distributors in international markets. Certain of these international representatives and distributors also handle Pierce products. The Company's snow removal business uses a combination of internal sales and service representatives and distributor locations to focus on the sale of snow removal vehicles, principally to airports, but also to municipalities, counties and other governmental entities in the U.S. and Canada. In addition, the Company maintains offices in Abu Dhabi, UAE; Beijing, China; Moscow, Russia; Tonneins, France; and Singapore to support airport product vehicle sales and aftermarket sales and support in Europe, the Middle East, China, Russia, South America and Southeast Asia.
Commercial segment. The Company operates 28 distribution centers with hundreds of in-house sales and service representatives in North America to sell and service refuse collection vehicles, rear- and front-discharge concrete mixers and concrete batch plants. These centers are in addition to sales and service activities at the Company’s manufacturing facilities, and they provide sales, service and parts distribution to customers in their geographic regions. The Company also uses independent sales and service organizations to market its CON-E-CO-branded concrete batch plants. The Company believes this network represents one of the largest concrete mixer, concrete batch plant and refuse collection vehicle distribution networks in the U.S.
The Company believes its direct distribution to customers is a competitive advantage in concrete mixer and refuse collection vehicle markets, particularly in the U.S. waste services industry where principal competitors distribute through dealers and to a lesser extent in the ready mix concrete industry, where several competitors in part use dealers. The Company believes direct distribution permits a more focused sales force in the U.S. concrete mixer and refuse collection vehicle markets, whereas dealers frequently offer a very broad and mixed product line, and accordingly, the time dealers tend to devote to concrete mixer and refuse collection vehicle sales activities is limited.
The Company also has established an extensive network of representatives and dealers throughout the Americas for the sale of Oshkosh-, McNeilus-, CON-E-CO- and London-branded concrete mixers, concrete batch plants and refuse collection vehicles. The Company coordinates among its various businesses to respond to large international sales tenders with its most appropriate product offering for the tender.
IMT distributes its products through approximately 90 dealers in over one hundred locations worldwide, including approximately 30 international dealers. International dealers are primarily located in Central and South America, Australia and Asia and are primarily focused on mining and construction markets.
McNeilus owns a 49% interest in Mezcladoras Trailers de Mexico, S.A. de C.V. (Mezcladoras), a manufacturer of concrete mixers and small refuse collection vehicle bodies for distribution in Mexico and Latin America.
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Manufacturing
As of November 22, 2016, the Company manufactures vehicles and vehicle bodies at 31 manufacturing facilities. To reduce production costs, the Company maintains a continuing emphasis on the development of proprietary components, self-sufficiency in fabrication, just-in-time inventory management, improvement in production flows, interchangeability and simplification of components among product lines, creation of jigs and fixtures to ensure repeatability of quality processes, utilization of robotics, and performance measurement to assure progress toward cost reduction targets. The Company encourages employee involvement to improve production processes and product quality. The Company opened a new state of the art manufacturing facility in Leon, Mexico during fiscal 2015 that is designed to supply components to multiple Company businesses and that is expected to contribute to the attainment of the Company's production initiatives.
The Company uses a common Quality Management System globally in an effort to deliver consistent, high quality products and services to customers. The Company educates and trains all employees at its facilities in quality principles. The Company encourages employees at all levels of the Company to understand customer and supplier requirements, measure performance, develop systems and procedures to prevent nonconformance with requirements and produce continuous improvement in all work processes. The Company utilizes quality gates at its manufacturing facilities to catch quality issues earlier in the process and to perform a root cause analysis at their source, resulting in improved quality, fewer defects and less rework. ISO 9001 is a set of internationally-accepted quality requirements established by the International Organization for Standardization. ISO 9001 certification indicates that a company has established and follows a rigorous set of requirements aimed at achieving customer satisfaction by preventing nonconformity in design, development, production, installation and servicing of products. Most of the Company’s facilities are ISO 9001 certified.
The Company has a team of employees dedicated to leading the implementation of the Oshkosh Operating System (OOS). The team is comprised of members with diverse backgrounds in quality, lean, finance, product and process engineering, and culture change management. OOS is a business system that defines and seeks to enhance customers' experiences with the Company's products and services. OOS includes lean tools to eliminate waste out of the Company's processes to provide better value for customers. OOS also assesses customer satisfaction and implements countermeasures to improve the Company's customers' experiences with Oshkosh. OOS enables the Company to execute its MOVE strategy, delivering value to both customers and shareholders. Within the Company’s facilities, OOS improvement projects have contributed to manufacturing efficiency gains, materials management improvements, steady quality improvements and reduction of lead times. OOS improvement projects have also enabled the Company to free up manufacturing space, allowing it to pursue a program focused on increased vertical integration.
Engineering, Research and Development
The Company believes its extensive engineering, research and development capabilities have been key drivers of the Company’s marketplace success. The Company maintains seven facilities for new product development and testing with a staff of approximately 1,200 engineers and technicians who are dedicated to improving existing products, development and testing of new vehicles, vehicle bodies and components and sustaining its production activities. The Company prepares multi-year new product development plans for each of its markets and measures progress against those plans each month.
Virtually all of the Company’s sales of fire apparatus and broadcast vehicles require some level of custom engineering to meet the customer’s specifications and changing industry standards. Engineering is also a critical factor in defense vehicle markets due to the severe operating conditions under which the Company’s vehicles are utilized, new customer requirements and stringent government documentation requirements. In the access equipment and commercial segments, product innovation is highly important to meet customers’ changing requirements. Accordingly, in addition to new product development engineers and technicians, the Company maintains an additional permanent staff of engineers and engineering technicians to sustain its production activities, and it regularly outsources some engineering activities in connection with new product development projects.
For fiscal 2016, 2015 and 2014, the Company incurred research and development expenditures of $103.1 million, $147.9 million and $142.0 million, respectively, portions of which were recoverable from customers, principally the U.S. government. Lower spending in fiscal 2016 generally was due to completion of the product design costs associated with Tier IV engine emission requirements in the Company's access equipment segment and JLTV development costs in the defense segment.
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Competition
In all of the Company’s segments, competitors include smaller, specialized manufacturers as well as large, mass producers. The Company believes that, in its specialty vehicle and vehicle body markets, it has been able to effectively compete against large, mass producers due to its product quality, manufacturing flexibility, vertical integration, purchasing power in specialty vehicle components and tailored distribution systems. In addition, the Company believes it has competitive advantages over smaller vehicle and vehicle body manufacturers due to its relatively higher volumes of similar products that permit the use of moving assembly lines and which allow it to leverage purchasing power and technology opportunities across product lines. The Company believes that its competitive cost structure, strategic global purchasing capabilities, engineering expertise, product quality and global distribution and service systems have enabled it to compete effectively.
Certain of the Company’s competitors have greater financial, marketing, manufacturing, distribution and governmental affairs resources than the Company. There can be no assurance that the Company’s products will continue to compete effectively with the products of competitors or that the Company will be able to retain its customer base or improve or maintain its profit margins on sales to its customers, all of which could have a material adverse effect on the Company’s financial condition, results of operations and cash flows.
Access equipment segment. JLG operates in the global construction, maintenance, industrial and agricultural equipment markets. JLG’s competitors range from some of the world’s largest multi-national construction equipment manufacturers to small single-product niche manufacturers. Within this global market, competition for sales of aerial work platform equipment includes Genie Industries, Inc. (a subsidiary of Terex Corporation), Skyjack Inc. (a subsidiary of Linamar Corporation), Haulotte Group, Aichi Corporation (a subsidiary of Toyota Industries Corporation) and over 50 other manufacturers. Global competition for sales of telehandler equipment includes the Manitou Group, J C Bamford Excavators Ltd., Merlo SpA, Genie Industries, Inc. and over 30 other manufacturers. In addition, JLG faces competition from numerous manufacturers of other niche products such as boom vehicles, cherry pickers, skid steer loaders, mast climbers, straight mast and vehicle-mounted fork-lifts, rough-terrain and all-terrain cranes, vehicle-mounted cranes, portable material lifts, various types of material handling equipment, scaffolding and the common ladder that offer functionality that is similar to or overlaps that of JLG’s products. Principal methods of competition include brand awareness, product innovation and performance, price, quality, service and support, product availability and the extent to which a company offers single-source customer solutions. The Company believes its competitive strengths include: premium brand names; broad and single-source product offerings; product quality; product residual values that are generally higher than competitors units; worldwide distribution; safety record; service and support network; global procurement scale; extensive manufacturing capabilities; and cross-division synergies with other segments within Oshkosh Corporation.
The principal competitor for Jerr-Dan-branded products is Miller Industries, Inc. Principal methods of competition for carriers and wreckers include product quality and innovation, product performance, price and service. The Company believes its competitive strengths in this market include its high quality, innovative and high-performance product line and its low-cost manufacturing capabilities.
Defense segment. Oshkosh Defense produces heavy- and medium-payload, MRAP and light-payload tactical wheeled vehicles for the military and security forces around the world. Competition for sales of these vehicles includes, among others, Man Group plc, Mercedes-Benz (a subsidiary of Daimler AG), Navistar Defense LLC (a subsidiary of Navistar International Corporation), General Dynamics Corporation, Lockheed Martin, AM General, BAE Systems plc and Textron Inc. The principal method of competition in the defense segment involves a competitive bid that takes into account factors as determined by the customer, such as price, product performance, product life cycle costs, small and disadvantaged business participation, product quality, adherence to bid specifications, production capability, project management capability, past performance and product support. Usually, the Company's vehicle systems must also pass extensive testing. The Company believes that its competitive strengths include: strategic global purchasing capabilities leveraged across multiple business segments; extensive pricing/costing and defense contracting expertise; a significant installed base of vehicles currently in use throughout the world; flexible and high-efficiency vertically-integrated manufacturing capabilities; patented and/or proprietary vehicle components such as TAK-4 family of independent suspension systems, Oshkosh power transfer cases and Command Zone integrated vehicle diagnostics; weapons and communications integration; ability to develop new and improved product capabilities responsive to the needs of its customers; product quality; and aftermarket parts sales and service capabilities.
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The Weapon Systems Acquisition Reform Act requires competition for defense programs in certain circumstances. Accordingly, it is possible that the U.S. Army and U.S. Marine Corps will conduct competitions for programs for which the Company currently has contracts upon the expiration of the existing contracts. Competition for these and other domestic programs could result in future contracts being awarded based upon different competitive factors than those described above and would primarily include price, production capability and past performance. Current economic conditions have also put significant pressure on the U.S. Federal budget. The overall military drawdowns in Iraq and Afghanistan and stated defense budget reductions have resulted in lower demand for tactical wheeled vehicles, and future program competitions could involve weighting price more heavily than the past competitive factors described above. In addition, the U.S. government has become more aggressive in seeking to acquire the design rights to the Company's current and potential future programs to facilitate competition for manufacturing our vehicles. The willingness of the bidders to license their design rights to the DoD was an evaluation factor in the JLTV contract competition.
The Competition in Contracting Act requires competition for U.S. defense programs in most circumstances. Competition for DoD programs that we currently have could result in the U.S. government awarding future contracts to another manufacturer or the U.S. government awarding the contracts to us at lower prices and operating margins than we experience under current contracts. In particular, the DoD has begun a process to recompete the FMTV program. In October 2016, the DoD issued requests for proposal to qualified bidders to submit a proposal to produce FMTVs for a five year period beginning in January 2020. The deadline for proposal submissions is January 2017, and a new FMTV production contract award to the successful bidder is expected in the second half of fiscal 2017.
Fire & emergency segment. The Company produces and sells custom and commercial firefighting vehicles in the U.S. and abroad under the Pierce brand and broadcast vehicles in the U.S. and abroad under the Frontline brand. Competitors for firefighting vehicles include Rosenbauer International AG, Emergency One, Inc. and Kovatch Mobile Equipment Corp. (both owned by REV Group, Inc.), and numerous smaller, regional manufacturers. The principal competition for broadcast vehicles is from Accelerated Media Technologies and Television Engineering Corporation. Principal methods of competition include brand awareness, ability to meet or exceed customer specifications, price, the extent to which a company offers single-source customer solutions, product innovation, product quality, dealer distribution, and service and support. The Company believes that its competitive strengths include: recognized, premium brand name; nationwide network of independent Pierce dealers; extensive, high-quality and innovative product offerings, which include single-source customer solutions for aerials, pumpers and rescue units; large-scale and high-efficiency custom manufacturing capabilities; and proprietary technologies such as the PUC vehicle configuration, TAK-4 independent suspension system, Hercules and Husky foam systems, Command Zone electronics and the new Ascendant 107' aerial fire truck utilizing a single rear axle.
Airport Products manufactures ARFF vehicles for sale in the U.S. and abroad. Oshkosh’s principal competitor for ARFF vehicle sales is Rosenbauer International AG. Airport Products also manufactures snow removal vehicles, principally for U.S. and Canadian airports. The Company’s principal competitors for snow removal vehicle sales are M-B Companies, Inc. and Wausau-Everest LP (owned by Alamo Group, Inc.). Principal methods of competition are product performance, price, service, product quality and innovation. The Company believes its competitive strengths in these airport markets include its high-quality, innovative products and strong dealer support network.
Commercial segment. The Company produces front- and rear-discharge concrete mixers and batch plants for the Americas under the Oshkosh, McNeilus, CON-E-CO and London brands. Competition for concrete mixer and batch plant sales includes Beck Industrial, Con-Tech Manufacturing, Inc., Terex Corporation, Continental Mixer Solutions LLC (owned by Specialty Truck Holdings LLC) and other regional competitors. Principal methods of competition are price, service, product features, product quality and product availability. The Company believes its competitive strengths include: strong brand recognition; large-scale and high-efficiency manufacturing; extensive product offerings; high product quality; ability to offer factory-installed compressed natural gas fuel systems; a significant installed base of concrete mixers in use in the marketplace; and its nationwide, Company-owned network of sales and service centers.
McNeilus also produces refuse collection vehicles for North America and international markets. Competitors include The Heil Company (a subsidiary of Dover Corporation), Labrie Enviroquip Group, New Way (a subsidiary of Scranton Manufacturing Company, Inc.) and other regional competitors. The principal methods of competition are product quality, product performance, service and price. The Company competes for municipal business and large commercial business in the Americas, which is generally based on lowest qualified bid. The Company believes its competitive strengths in the Americas refuse collection vehicle markets include: strong brand recognition; comprehensive product offerings; a reputation for high-quality products; ability to offer factory-installed compressed natural gas fuel systems; large-scale and high-efficiency manufacturing; and an extensive network of Company-owned sales and service centers located throughout the U.S.
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IMT is a manufacturer of field service vehicles and truck-mounted cranes for the construction, equipment dealer, building supply, utility, tire service, railroad and mining industries. IMT’s principal field service vehicle competition is from Auto Crane Company (owned by Gridiron Capital), Stellar Industries, Inc., Maintainer Corporation of Iowa, Inc. and other regional companies. Competition in truck-mounted cranes comes primarily from European companies including Palfinger AG, Cargotec Corporation and Fassi Group SpA. Principal methods of competition are product quality, price and service. The Company believes its competitive strengths include its high-quality products, global distribution network and low-cost manufacturing capabilities.
Customers and Backlog
Sales to the U.S. government comprised approximately 19% of the Company’s net sales in fiscal 2016. No other single customer accounted for more than 10% of the Company’s net sales for this period. A substantial majority of the Company’s net sales are derived from the fulfillment of customer orders that are received prior to commencing production.
The Company’s backlog as of September 30, 2016 increased 35.7% to $3.54 billion compared to $2.61 billion at September 30, 2015 due largely to an increase in the defense segment backlog as a result of new contracts in fiscal 2016. Access equipment segment backlog decreased 14.5% to $179.3 million at September 30, 2016 compared to $209.7 million at September 30, 2015 primarily due to the slowdown in North American replacement demand. Defense segment backlog increased 65.0% to $2.33 billion at September 30, 2016 compared to $1.41 billion at September 30, 2015 primarily due to the receipt of a large international contract for the delivery of M-ATVs, higher order levels on the FHTV and FMTV programs and increased funding for the JLTV program. Defense segment backlog at September 30, 2016 includes orders under the recently extended FMTV contract. A third party protest of the FMTV contract extension was subsequently withdrawn. Fire & emergency segment backlog increased 7.9% to $852.9 million at September 30, 2016 compared to $790.7 million at September 30, 2015 due largely to increased orders for domestic fire trucks as a result of continued market recovery and share gains. Commercial segment backlog decreased 10.2% to $173.3 million at September 30, 2016 compared to $193.0 million at September 30, 2015. Unit backlog for concrete mixers and refuse collection vehicles as of September 30, 2016 was down 18.8% and 29.7%, respectively, compared to September 30, 2015 due to continued softness in the concrete mixer market and the timing of fleet replacement demand for refuse collection vehicles.
Reported backlog excludes purchase options and announced orders for which definitive contracts have not been executed. Backlog information and comparisons thereof as of different dates may not be accurate indicators of future sales or the ratio of the Company’s future sales to the DoD versus its sales to other customers. Approximately 18% of the Company’s September 30, 2016 backlog is not expected to be filled in fiscal 2017.
Government Contracts
Approximately 19% of the Company’s net sales for fiscal 2016 were made to the U.S. government, a substantial majority of which were under multi-year contracts and programs in the defense vehicle market. Accordingly, a significant portion of the Company’s sales are subject to risks specific to doing business with the U.S. government, including uncertainty of economic conditions, changes in government policies and requirements that may reflect rapidly changing military and political developments, the availability of funds and the ability to meet specified performance thresholds. Multi-year contracts may be conditioned upon continued availability of congressional appropriations and are being impacted by the uncertainty regarding the federal budget pressures. Variances between anticipated budget and congressional appropriations may result in a delay, reduction or termination of these contracts. In addition, continued weak economic conditions have put significant pressure on the U.S. federal budget. The two-year U.S. federal budget agreement signed by the President in December 2015 removed the threat of sequestration in the U.S. federal government’s fiscal 2016 and 2017 budgets, but absent future budget agreements, the full effect of sequestration could return in the government’s fiscal 2018 budget. The magnitude of the adverse impact that federal budget pressures will have on funding for our defense programs is unknown. Budgetary concerns could result in future defense vehicle contracts being awarded more on price than the past competitive factors described above.
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Oshkosh Defense's sales into defense vehicle markets are substantially dependent upon periodic awards of new contracts and the purchase of base vehicle quantities and the exercise of options under existing contracts. The funding of U.S. government programs is subject to an annual congressional budget authorization and appropriation process. In years when the U.S. government has not completed its budget process before the end of its fiscal year, government operations are typically funded pursuant to a “continuing resolution,” which allows federal government agencies to operate at spending levels approved in the previous budget cycle but does not authorize new spending initiatives. When the U.S. government operates under a continuing resolution, delays can occur in the procurement of the products, services and solutions that we provide and may result in new initiatives being delayed or canceled, or funds could be reprogrammed away from our programs to pay for higher priority operational needs. The U.S. government is currently operating under a continuing resolution budget that funds the federal government through December 9, 2016. In years when the U.S. government fails to complete its budget process or to provide for a continuing resolution, a federal government shutdown may result. This could in turn result in the delay or cancellation of key programs, which could have a negative effect on our cash flows and adversely affect our future results. In addition, payments to contractors for services performed during a federal government shutdown may be delayed, which would have a negative effect on our cash flows.
Defense contract awards that Oshkosh Defense receives may be subject to protests by competing bidders, which protests, if successful, could result in the DoD revoking part or all of any defense contract it awards to Oshkosh Defense and an inability of Oshkosh Defense to recover amounts it has expended during the protest period in anticipation of initiating work under any such contract.
Under firm, fixed-price contracts with the U.S. government, the price paid to the Company is generally not subject to adjustment to reflect the Company’s actual costs, except costs incurred as a result of contract changes ordered by the U.S. government. Under fixed-price incentive firm contracts with the U.S. government, the price paid to the Company is subject to adjustment based on the actual costs incurred. The impact of pricing adjustments under the fixed-price incentive firm contracts are generally shared by the Company and its customer. The Company generally attempts to negotiate with the U.S. government the amount of increased compensation to which the Company is entitled for government-ordered changes that result in higher costs. If the Company is unable to negotiate a satisfactory agreement to provide such increased compensation, then the Company may file an appeal with the Armed Services Board of Contract Appeals or the U.S. Claims Court. The Company has no such appeals pending. The Company seeks to mitigate risks with respect to fixed-price contracts by executing firm, fixed-price contracts with a substantial majority of its suppliers for the duration of the Company’s contracts.
U.S. government contracts generally permit the government to terminate a contract, in whole or part, at the governments convenience. If the U.S. government exercises its rights under this clause the contractor is entitled to payment for the allowable costs incurred and a reasonable profit on the work performed to date. The U.S. government can also terminate a contract for default. If a contract is terminated for default, the contractor is generally entitled to payment for work that has been accepted by the U.S. government. Termination for default may expose the Company to loss on work not yet accepted by the government and have a negative impact on the Company's ability to obtain future orders and contracts. The U.S. governments right to terminate its contracts has not had a material effect on the operations or financial condition of the Company.
The Company, as a U.S. government contractor, is subject to financial audits and other reviews by the U.S. government relating to the performance of, and the accounting and general practices relating to, U.S. government contracts. Like most large government contractors, the Company is audited and reviewed by the government on a continual basis. Costs and prices under such contracts may be subject to adjustment based upon the results of such audits and reviews. Additionally, such audits and reviews can lead to civil, criminal or administrative proceedings. Such proceedings could involve claims by the government for fines, penalties, compensatory and treble damages, restitution and/or forfeitures. Under government regulations, a company or one or more of its subsidiaries can also be suspended or debarred from government contracts, or lose its export privileges based on the results of such proceedings. The Company believes that the outcome of all such audits and reviews that are now pending will not have a material effect on its financial condition, results of operations or cash flows.
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Suppliers
The Company is dependent on its suppliers and subcontractors to meet commitments to its customers, and many components are procured or subcontracted on a sole-source basis with a number of domestic and foreign companies. Components for the Company’s products are generally available from a number of suppliers, although the transition to a new supplier may require several months to conclude. The Company purchases chassis components, such as vehicle frames, engines, transmissions, radiators, axles, tires, drive motors, bearings and hydraulic components and vehicle body options, such as cranes, cargo bodies and trailers, from third-party suppliers. These body options may be manufactured specific to the Company’s requirements; however, most of the body options could be manufactured by other suppliers or the Company itself. Through reliance on this supply network for the purchase of certain components, the Company is able to reduce many of the pre-production and fixed costs associated with the manufacture of these components and vehicle body options. The Company purchases a large amount of fabrications and outsources certain manufacturing services, each generally from small companies located near its facilities. While providing low-cost services and product surge capability, such companies often require additional management attention during difficult economic conditions or contract start-up. The Company also purchases complete vehicle chassis from truck chassis suppliers in its commercial segment and, to a lesser extent, in its fire & emergency and access equipment segments. Increasingly, the Company is sourcing components globally, which may involve additional inventory requirements and introduces additional foreign currency exposures. The Company maintains an extensive qualification, on-site inspection, assistance and performance measurement system to attempt to control risks associated with reliance on suppliers. The Company occasionally experiences problems with supplier and subcontractor performance and component, chassis and body availability and must identify alternate sources of supply and/or address related warranty claims from customers.
While the Company purchases many costly components such as chassis, engines and transmissions, it manufactures certain proprietary components and systems. These components include front drive steer axles, transfer cases, transaxles, cabs, the TAK-4 independent suspension system, Hercules and Husky compressed air foam systems, the Command Zone vehicle control system, body structures and many smaller parts that add uniqueness and value to the Company’s products. The Company believes controlling the production of these components provides a significant competitive advantage and also serves to reduce the production costs of the Company’s products. The Company intends to continue to pursue vertical integration opportunities to further increase its competitive advantage.
Intellectual Property
Patents and licenses are important in the operation of the Company's business. One of management's objectives is developing proprietary components to provide the Company's customers with advanced technological solutions at attractive prices. The Company holds in excess of 800 active domestic and foreign patents. The Company believes patents for the TAK-4 independent suspension system, which expire between 2017 and 2029, provide the Company with a competitive advantage in the defense and fire & emergency segments. In the defense segment, the TAK-4 independent suspension system has been incorporated into the U.S. Marine Corps' MTVR and LVSR programs, the U.S. Army's PLS A1 program, the MRAP - Joint Program Office M-ATV program and the JLTV program. The Company believes the TAK-4 independent suspension system provided a performance and cost advantage that contributed to the Company winning these programs. In the fire & emergency segment, TAK-4 independent suspension systems are standard on all Pierce custom fire trucks, as well as Striker and Global Striker ARFF vehicles, which the Company believes brings a similar competitive advantage to these markets.
In 2012, the Company introduced the newest TAK-4 independent suspension system configuration, TAK-4i, where the “i” stands for “intelligent.” The TAK-4i, which has been developed for rigorous military applications, provides 20 inches of wheel travel, a 25% improvement compared to the original TAK-4, and incorporates an adjustable ride height feature. The Company believes that the TAK-4i was a key factor in the Company's successful JLTV production contract award.
The Company believes that patents for certain components of its ProPulse hybrid electric drive system, Command Zone electronics system and TerraMax autonomous vehicle systems offer potential competitive advantages to product lines across all its segments. To a lesser extent, other proprietary components provide the Company a competitive advantage in each of the Company's segments.
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As part of the Company’s long-term alliance with Caterpillar Inc., the Company acquired a non-exclusive, non-transferable worldwide license to use certain Caterpillar Inc. intellectual property through 2025 in connection with the design and manufacture of Caterpillar Inc.’s current telehandler products. Additionally, Caterpillar Inc. assigned to JLG certain patents and patent applications relating to the Caterpillar-branded telehandler products. JLG also produces a line of telehandlers for the European agricultural market under a license from SAME Deutz-Fahr and sells SAME Deutz-Fahr-branded telehandlers directly to SAME Deutz-Fahr’s dealer network.
The Company holds trademarks for “Oshkosh,” “Oshkosh Defense,” “TAK-4,” “ProPulse,” “JLG,” “SkyTrak,” “Pierce,” “McNeilus,” “Jerr-Dan,” “CON-E-CO,” “London” and “IMT” among others. These trademarks are considered to be important to the future success of the Company’s business.
Employees
As of September 30, 2016, the Company had approximately 13,800 employees. The United Auto Workers union (UAW) represented approximately 1,800 production employees at the Company’s Oshkosh, Wisconsin facilities; the Boilermakers, Iron Shipbuilders, Blacksmiths and Forgers Union (Boilermakers) represented approximately 215 employees at the Company’s Kewaunee, Wisconsin facility; and the International Brotherhood of Teamsters Union (Teamsters) represented approximately 135 employees at the Company’s Garner, Iowa facility. The Company's agreement with the UAW expires in September 2021. The Company's new five-year agreement with the Boilermakers extends through June 2022. The Company’s new five-year agreement with the Teamsters extends through May 2021. In addition, the majority of the Company’s approximately 2,200 employees located outside of the U.S. are represented by separate works councils or unions. The Company believes its relationship with employees is satisfactory.
Seasonal Nature of Business
In the Company’s access equipment and commercial segments, business tends to be seasonal with an increase in sales occurring in the spring and summer months that constitute the traditional construction season in the northern hemisphere. In addition, sales are generally lower in the first fiscal quarter in all segments due to the relatively high number of holidays which reduce available shipping days.
Industry Segments
Financial information concerning the Company’s industry segments is included in Note 22 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.
Foreign and Domestic Operations and Export Sales
The Company manufactures products in the U.S., Belgium, the United Kingdom, Canada, France, Australia, Romania, China and Mexico for sale throughout the world. Sales to customers outside of the U.S. were 24%, 21% and 23% of the Company’s consolidated sales for fiscal 2016, 2015 and 2014, respectively.
Financial information concerning the Company’s foreign and domestic operations and export sales is included in Note 22 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.
Available Information
The Company maintains a website with the address www.oshkoshcorporation.com. The Company is not including the information contained on the Company’s website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. The Company makes available free of charge (other than an investor’s own Internet access charges) through its website its Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after the Company electronically files such materials with, or furnishes such materials to, the Securities and Exchange Commission (SEC).
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ITEM 1A. RISK FACTORS
The Company's financial position, results of operations and cash flows are subject to various risks, many of which are not exclusively within the Company's control, which may cause actual performance to differ materially from historical or projected future performance. Investors should consider carefully information in this Annual Report on Form 10-K in light of the risk factors described below.
Our markets are highly cyclical. Declines in these markets could have a material adverse effect on our operating performance.
The high levels of sales in our defense segment between fiscal 2008 and 2013 were due in significant part to demand for defense tactical wheeled vehicles, replacement parts and services (including armoring) and vehicle remanufacturing arising from the conflicts in Iraq and Afghanistan. Events such as these are unplanned, as is the demand for our products that arises out of such events. Significantly lower U.S. involvement in those conflicts has resulted in significant reductions in the level of defense funding. In addition, current economic and political conditions continue to put significant pressure on the U.S. federal budget, including the defense budget. Current and projected DoD budgets have significantly lower funding for our vehicles than we experienced during the height of the Iraq and Afghanistan conflicts. In addition, the Budget Control Act of 2011 contains an automatic sequestration feature that may require additional cuts to defense spending through fiscal 2023 if the budget caps within the agreement are exceeded. The two-year U.S. federal budget agreement signed by the President in December 2015 removed the threat of sequestration in the U.S. federal government’s fiscal 2016 and 2017 budgets, but absent future budget agreements, the full effect of sequestration could return in the government’s fiscal 2018 budget. The magnitude of the adverse impact that federal budget pressures will have on funding for our defense programs is unknown.
The access equipment market is highly cyclical and impacted (i) by the strength of economies in general, (ii) by residential and non-residential construction spending, (iii) by the ability of rental companies to obtain third-party financing to purchase revenue generating assets, (iv) by capital expenditures of rental companies in general, including the rate at which they replace aged rental equipment, which is impacted in part by historical purchase levels, including lower levels of purchasing during the Great Recession, which we believe is contributing to a decrease in access equipment sales, (v) by the timing of engine emissions standards changes, and (vi) by other factors, including oil and gas related activity. The ready-mix concrete market that we serve is highly cyclical and impacted by the strength of the economy generally, by the number of housing starts and by other factors that may have an effect on the level of concrete placement activity, either regionally or nationally. Refuse collection vehicle markets are also cyclical and impacted by the strength of economies in general, by municipal tax receipts and by the size and timing of capital expenditures by large waste haulers. Fire & emergency markets are cyclical later in an economic downturn and are impacted by the economy generally and by municipal tax receipts and capital expenditures.
The global economic recovery has progressed at a slow pace, which has negatively impacted sales volumes for our access equipment and concrete placement products as compared to historical levels. Lower U.S. and European housing starts and non-residential construction spending compared to historical levels are limiting potential sales volume increases in the access equipment and commercial segments. In addition, lower U.S. housing starts since fiscal 2008 versus historical levels also adversely impacted municipal tax revenue, which negatively impacted demand for refuse collection vehicles and fire trucks and delayed the recovery in these markets. During the second half of fiscal 2015 and in fiscal 2016, we experienced a slowdown in access equipment orders and purchases due to the impact of lower oil and gas prices on access equipment rental utilization and lower cyclical replacement demand. Less access equipment was purchased during the Great Recession, resulting in less aged equipment that needs to be replaced at this time. We believe this slowdown will continue in fiscal 2017. A lack of sustained improvement in residential and non-residential construction spending generally may result in our inability to achieve our sales expectations or cause future weakness in demand for our products. We currently believe construction-driven demand will not be adequate to fully offset anticipated reduced access equipment replacement demand resulting from very low industry purchases in 2009 and 2010 leading to an expected 7% to 10% sales decline in our access equipment segment in fiscal 2017. Despite modest U.S. construction growth over the past year, access equipment and concrete mixer customers have adopted a cautious approach to fleet replacement/expansion, generally wanting to confirm that construction activity in the U.S. will support solid rental fleet utilization and rental rates. All of these factors, whether taken together or individually, could result in lower demand for our products. We cannot provide any assurance that the slow economic recovery will not progress even more slowly than what we or the market expect. If the global economic recovery progresses more slowly than what we or the market expect, then there could be a material adverse effect on our net sales, financial condition, profitability and/or cash flows.
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Our dependency on contracts with U.S. and foreign government agencies subjects us to a variety of risks that could materially reduce our revenues or profits.
We are dependent on U.S. and foreign government contracts for a substantial portion of our business. Approximately 19% of our sales in fiscal 2016 were to the DoD. That business is subject to the following risks, among others, that could have a material adverse effect on our operating performance:
• | Our business is susceptible to changes in the U.S. defense budget, which changes may reduce revenues that we expect from our defense business, especially in light of federal budget pressures, lower levels of U.S. ground troops deployed in foreign conflicts, including Iraq and Afghanistan, sequestration and the level of defense funding that will be allocated to the DoD's tactical wheeled vehicle strategy generally. |
• | The U.S. government may not budget for or appropriate funding that we expect for our U.S. government contracts, including funding we expect from the President’s 2017 budget request, which may prevent us from realizing revenues under current contracts or receiving additional orders that we anticipate we will receive. The DoD could also seek to reprogram certain funds originally planned for the purchase of vehicles manufactured by us under the current defense budget allocations. |
• | The funding of U.S. government programs is subject to an annual congressional budget authorization and appropriation process. In years when the U.S. government has not completed its budget process before the end of its fiscal year, government operations are typically funded pursuant to a “continuing resolution,” which allows federal government agencies to operate at spending levels approved in the previous budget cycle but does not authorize new spending initiatives. When the U.S. government operates under a continuing resolution, delays can occur in the procurement of the products, services and solutions that we provide and may result in new initiatives being delayed or canceled, or funds could be reprogrammed away from our programs to pay for higher priority operational needs. The U.S. government is currently operating under a continuing resolution budget that funds the federal government through December 9, 2016. In years when the U.S. government fails to complete its budget process or to provide for a continuing resolution, a federal government shutdown may result. This could in turn result in the delay or cancellation of key programs, which could have a negative effect on our cash flows and adversely affect our future results. In addition, payments to contractors for services performed during a federal government shutdown may be delayed, which would have a negative effect on our cash flows. |
• | Competitions for the award of defense tactical wheeled vehicle contracts are intense, and we cannot provide any assurance that we will be successful in the defense tactical wheeled vehicle procurement competitions in which we participate. |
• | Certain of our government contracts for the U.S. Army and U.S. Marine Corps could be delayed or terminated, and all such contracts expire in the future and may not be replaced, which could reduce revenues that we expect under the contracts and negatively affect margins in our defense segment. |
• | The Competition in Contracting Act requires competition for U.S. defense programs in most circumstances. Competition for DoD programs that we currently have could result in the U.S. government awarding future contracts to another manufacturer or the U.S. government awarding the contracts to us at lower prices and operating margins than we experience under the current contracts. In particular, the DoD has begun a process to recompete the FMTV program. The U.S. government issued requests for proposal from interested parties in October 2016 to produce FMTVs for a five year period starting approximately January 2020. The proposal submissions are due in January 2017, and we expect a new FMTV production contract award to the successful bidder in the second half of fiscal 2017. |
• | Defense tactical wheeled vehicles contract awards that we receive may be subject to protests or lawsuits by competing bidders, which protests or lawsuits, if successful, could result in the DoD revoking part or all of any defense tactical wheeled vehicles contract it awards to us and our inability to recover amounts we have expended in anticipation of initiating production under any such contract. |
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• | Most of our contracts with the DoD are multi-year firm, fixed-price contracts. These contracts typically contain annual sales price increases. Under the JLTV contract, we bear the risk of material, labor and overhead cost escalation for the full eight years of the contract, which is 3 to 5 years longer than has been the case under our other defense contracts. We attempt to limit the risk related to raw material price fluctuations in the defense segment by obtaining firm pricing from suppliers at the time a contract is awarded. However, if these suppliers do not honor their contracts, then we could face margin pressure. Furthermore, if our actual costs on any of these contracts exceed our projected costs, it could result in profits lower than historically realized or than we anticipate or net losses under these contracts. |
• | We account for the JLTV contract utilizing the cost to cost method of percentage-of-completion accounting, which requires the use of estimates. This accounting requires judgment relative to assessing risks, estimating revenues and costs and making assumptions for delivery schedule and technical issues. Due to the size and nature of the JLTV contract, the estimation of total revenues and cost at completion is complicated and subject to many variables. We must make assumptions regarding the expected increases in wages and employee benefits, productivity and availability of labor, material costs and allocated fixed costs. Changes to model mix, production costs and rates, learning curve, supplier performance and/or certification issues can also impact these estimates. Any change in estimates relating to JLTV program costs may adversely affect future financial performance. Changes in underlying assumptions, circumstances or estimates could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows. |
• | We must spend significant sums on product development and testing, bid and proposal activities, and pre-contract engineering, tooling and design activities in competitions to have the opportunity to be awarded these contracts. |
• | Our defense products undergo rigorous testing by the customer and are subject to highly technical requirements. Our products are inspected extensively by the DoD prior to acceptance to determine adherence to contractual technical and quality requirements. The recently awarded JLTV contract contains product testing requirements that are generally more extreme than our other DoD contracts. Any failure to pass these tests or to comply with these requirements could result in unanticipated retrofit and rework costs, vehicle design changes, delayed acceptance of vehicles, late or no payments under such contracts or cancellation of the contract to provide vehicles to the U.S. government. |
• | As a U.S. government contractor, our U.S. government contracts and systems are subject to audit and review by the Defense Contract Audit Agency and the Defense Contract Management Agency. These agencies review our performance under our U.S. government contracts, our cost structure and our compliance with laws and regulations applicable to U.S. government contractors. Systems that are subject to review include, but are not limited to, our accounting systems, estimating systems, material management systems, earned value management systems, purchasing systems and government property systems. If improper or illegal activities, errors or system inadequacies come to the attention of the U.S. government, as a result of an audit or otherwise, then we may be subject to civil and criminal penalties, contract adjustments and/or agreements to upgrade existing systems as well as administrative sanctions that may include the termination of our U.S. government contracts, forfeiture of profits, suspension of payments, fines and, under certain circumstances, suspension or debarment from future U.S. government contracts for a period of time. Whether or not illegal activities are alleged and regardless of materiality, the U.S. government also has the ability to decrease or withhold certain payments when it deems systems subject to its review to be inadequate. These laws and regulations affect how we do business with our customers and, in many instances, impose added costs on our business. |
• | Our defense business may fluctuate significantly from time to time as a result of the start and completion of existing and new domestic and international contract awards that we may receive. Our defense tactical wheeled vehicle contracts are large in size and require significant personnel and production resources, and when our defense tactical wheeled vehicle customers allow such contracts to expire or significantly reduce their vehicle requirements under such contracts, we must make adjustments to personnel and production resources. The start and completion of existing and new contract awards that we may receive can cause our defense business to fluctuate significantly. Between June 2013 and December 2014, we had significant reductions to our production and office workforce within our defense segment. If we are unable to effectively ramp up our workforce, as we are currently doing to support sales of international M-ATVs and the JLTV program, our future earnings and cash flows would be adversely affected. |
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• | We face uncertainty regarding timing of funding or payments on key large international defense tactical wheeled vehicle contracts, including contracts for M-ATVs. We have made commitments to purchase materials and components based on the expectation that we would receive timely funding or payments under those M-ATV contracts. If we do not receive timely funding or payments under those M-ATV contracts, disruptions may result to our manufacturing and delivery schedules, and correspondingly to our suppliers, that could cause us to record higher product costs and potentially charges for excess or obsolete inventory to the extent we build product and are unable to complete contracts or find alternate uses for the materials and components and cannot otherwise realize value for them. Uncertainty regarding timing of funding or payment could also cause us to delay shipment of products which could impact our ability to recognize revenue in fiscal 2017. |
• | We periodically experience difficulties with sourcing sufficient vehicle carcasses from the U.S. military to maintain our defense tactical wheeled vehicles remanufacturing schedule, which can create uncertainty and inefficiencies for this area of our business. |
We may not be able to execute on our MOVE strategy.
During our September 2016 Analyst Day, we announced our evolved MOVE strategy, which is our strategy to deliver long-term growth and earnings for our shareholders. We cannot provide any assurance we will be able to successfully execute our MOVE strategy, which is subject to a variety of risks, including the following:
• | Our inability to adopt the use of standard processes and tools to drive improve customer satisfaction; |
• | Our inability to expand our aftermarket parts and service availability; |
• | Our inability to improve our product quality; |
• | Our inability to improve margins through simplification actions; |
• | Our failure to realize product, process and overhead cost reduction targets; |
• | Our inability to design new products that meet our customers’ requirements and bring them to market; |
• | Higher costs than anticipated to launch new products or delays in new product launches; and |
• | Slow adoption of our products in emerging markets and/or our inability to successfully execute our emerging market growth strategy. |
We expect to incur costs and charges as a result of restructuring of facilities or operations that we expect will reduce on-going costs. These actions may be disruptive to our business and may not result in anticipated cost savings.
In the past, we have restructured facilities and operations in an effort to make our business more efficient, and we expect to continue to review our overall manufacturing and distribution footprint. During the fourth quarter of fiscal 2016 we announced our plan to outsource aftermarket parts distribution in the access equipment segment to a third party logistics company. In conjunction with this decision, we recorded charges of $27.8 million for asset impairments and workforce reductions. In the future, we may incur additional costs, asset impairments and restructuring charges in connection with such consolidations, workforce reductions and other cost reduction measures that have adversely affected, and to the extent incurred in the future would adversely affect, our future earnings and cash flows. This is particularly true in our access equipment and commercial segments where additional restructuring actions may be required as a result of challenging market conditions we are experiencing in these segments. Such actions may be disruptive to our business. This may result in production inefficiencies, product quality issues, late product deliveries or lost orders as we begin production at consolidated facilities or outsource activities to third parties, which would adversely impact our sales levels, operating results and operating margins. Furthermore, we may not realize the cost savings that we expect to realize as a result of such actions.
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Raw material price fluctuations may adversely affect our results.
We purchase, directly and indirectly through component purchases, significant amounts of steel, aluminum, petroleum-based products and other raw materials annually. Steel, aluminum, fuel and other commodity prices have historically been highly volatile. It is foreseeable that costs for these items may increase in the future due to one or more of the following: a sustained economic recovery, political unrest in certain countries or a weakening U.S. dollar. Increases in commodity costs negatively impact the profitability of orders in backlog as prices on those orders are usually fixed. If we are not able to recover commodity cost increases through price increases to our customers on new orders, then such increases will have an adverse effect on our financial condition, profitability and/or cash flows. Additionally, if commodity costs decrease and we are unable to negotiate timely component cost decreases commensurate with any decrease in commodity costs, then our higher component prices could put us at a material disadvantage as compared to our competition which could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows.
A disruption or termination of the supply of parts, materials, components and final assemblies from third-party suppliers could delay sales of our vehicles and vehicle bodies.
We have experienced, and may in the future experience, significant disruption or termination of the supply of some of our parts, materials, components and final assemblies that we obtain from sole source suppliers or subcontractors. We may also incur a significant increase in the cost of these parts, materials, components or final assemblies. These risks are increased in a weak economic environment and when demand increases coming out of an economic downturn. Such disruptions, terminations or cost increases have resulted and could further result in manufacturing inefficiencies due to us having to wait for parts to arrive on the production line, could delay sales and could result in a material adverse effect on our net sales, financial condition, profitability and/or cash flows.
We are subject to fluctuations in exchange rates associated with our non-U.S. operations that could adversely affect our results of operations and may significantly affect the comparability of our results between financial periods.
Approximately 24% of our net sales in fiscal 2016 were attributable to products sold outside of the United States, of which approximately 70% involved export sales from the United States. The majority of export sales are denominated in U.S. dollars. Sales that originate outside the United States are typically transacted in the local currencies of those countries. Fluctuations in foreign currency, as we experienced during fiscal 2015 and 2016, can have an adverse impact on our sales and profits as amounts that are measured in foreign currency are translated back to U.S. dollars. We have sales of inventory denominated in U.S. dollars to certain of our subsidiaries that have functional currencies other than the U.S. dollar. The exchange rates between many of these currencies and the U.S. dollar have fluctuated significantly in recent years and may fluctuate significantly in the future. On June 23, 2016, the United Kingdom held a referendum in which a majority of voters voted for the United Kingdom to exit the European Union (Brexit), the announcement of which resulted in a significant devaluation of the British pound sterling. Such fluctuations, in particular those with respect to the Euro, the Chinese renminbi, the Canadian dollar, the Mexican peso, the Brazilian real, the Australian dollar and the British pound sterling, may have a material effect on our net sales, financial condition, profitability and/or cash flows and may significantly affect the comparability of our results between financial periods. In addition, any appreciation in the value of the U.S. dollar in relation to the value of the local currency of those countries where our products are sold will increase our costs of goods in our foreign operations, to the extent such costs are payable in U.S. dollars, and impact the competitiveness of our product offerings in international markets.
We may experience losses in excess of our recorded reserves for doubtful accounts, finance receivables, notes receivable and guarantees of indebtedness of others.
As of September 30, 2016, we had consolidated gross receivables of $1.07 billion. In addition, we were subject to obligations to guarantee customer indebtedness to third parties of $563.2 million, under which we estimate our maximum exposure to be $116.3 million. We evaluate the collectibility of open accounts, finance receivables, notes receivable and our guarantees of indebtedness of others based on a combination of factors and establish reserves based on our estimates of potential losses. In circumstances where we believe it is probable that a specific customer will have difficulty meeting its financial obligations, a specific reserve is recorded to reduce the net recognized receivable to the amount we expect to collect, and/or we recognize a liability for a guarantee we expect to pay, taking into account any amounts that we would anticipate realizing if we are forced to repossess the equipment that supports the customer's financial obligations to us. We also establish additional reserves based upon our perception of the quality of the current receivables, the current financial position of our customers and past collections experience. Prolonged or more severe economic weakness may result in additional requirements for specific reserves. During periods of economic weakness, the collateral underlying our guarantees of indebtedness of customers or receivables can decline
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sharply, thereby increasing our exposure to losses. We also face a concentration of credit risk as the access equipment segment's ten largest debtors at September 30, 2016 represented approximately 29% of our consolidated gross receivables. Some of these customers are highly leveraged. We may incur losses in excess of our recorded reserves if the financial condition of our customers were to deteriorate or the full amount of any anticipated proceeds from the sale of the collateral supporting our customers' financial obligations is not realized. Our cash flows and overall liquidity may be materially adversely affected if any of the financial institutions that finance our customer receivables become unable or unwilling, due to unfavorable economic conditions, a weakening of our or their financial position or otherwise, to continue providing such credit.
An impairment in the carrying value of goodwill and other indefinite-lived intangible assets could negatively affect our operating results.
We have a substantial amount of goodwill and other indefinite-lived intangible assets on our balance sheet as a result of acquisitions we have completed. At September 30, 2016, approximately 90% of these intangibles were concentrated in the access equipment segment. We evaluate goodwill and indefinite-lived intangible assets for impairment at least annually, or more frequently if potential interim indicators exist that could result in impairment. Events and conditions that could result in impairment include a prolonged period of global economic weakness, a further decline in economic conditions or a slow, weak economic recovery, a sustained decline in the price of our common stock, adverse changes in the regulatory environment, adverse changes in the market share of our products, adverse changes in interest rates, or other factors leading to reductions in the long-term sales or profitability that we expect. Determination of the fair value of a reporting unit includes developing estimates which are highly subjective and incorporate calculations that are sensitive to minor changes in underlying assumptions. Management's assumptions change as more information becomes available. Changes in these events and conditions or other assumptions could result in an impairment charge in the future, which could have a significant adverse impact on our reported earnings.
Financing costs and restrictive covenants in our current debt facilities could limit our flexibility in managing our business and increase our vulnerability to general adverse economic and industry conditions.
Our credit agreement contains financial and restrictive covenants which, among other things, require us to satisfy quarter-end financial ratios, including a leverage ratio, a senior secured leverage ratio and an interest coverage ratio. Our ability to meet the financial ratios in such covenants may be affected by a number of risks or events, including the risks described in this Report on Form 10-K and events beyond our control. The indentures governing our senior notes also contain restrictive covenants. Any failure by us to comply with these restrictive covenants or the financial and restrictive covenants in our credit agreement could have a material adverse effect on our financial condition, results of operations and debt service capability.
Our access to debt financing at competitive risk-based interest rates is partly a function of our credit ratings. Our current long-term credit ratings are BB+ with “stable” outlook from Standard & Poor's Rating Services and Ba2 with “stable” outlook from Moody's Investors Service. A downgrade to our credit ratings could increase our interest rates, could limit our access to public debt markets, could limit the institutions willing to provide us credit facilities, and could make any future credit facilities or credit facility amendments more costly and/or difficult to obtain.
We had $855 million of debt outstanding as of September 30, 2016, which consisted primarily of a $355 million term loan under our credit agreement maturing in March 2019 and $500 million of senior notes, $250 million of which mature in March 2022 and $250 million of which mature in March 2025. Our ability to make required payments of principal and interest on our debt will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive, political and other factors, some of which are beyond our control. As we discussed above, our dependency on contracts with U.S. and foreign government agencies subjects us to a variety of risks that, if realized, could materially reduce our revenues, profits and cash flows. Accordingly, conditions could arise that could limit our ability to generate sufficient cash flows or access borrowings to enable us to fund our liquidity needs, further limit our financial flexibility or impair our ability to obtain alternative financing sufficient to repay our debt at maturity.
The covenants in our credit agreement and the indentures governing our senior notes, our credit rating, our current debt levels and the current credit market conditions could have important consequences for our operations, including:
• | Render us more vulnerable to general adverse economic and industry conditions in our highly cyclical markets or economies generally; |
• | Require us to dedicate a portion of our cash flow from operations to interest costs or required payments on debt, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, research and development, share repurchases, dividends and other general corporate activities; |
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• | Limit our ability to obtain additional financing in the future to fund growth working capital, capital expenditures, new product development expenses and other general corporate requirements; |
• | Make us vulnerable to increases in interest rates as our debt under our credit agreement is at variable rates; |
• | Limit our flexibility in planning for, or reacting to, changes in our business and the markets we serve; and |
• | Limit our ability to pursue strategic acquisitions that may become available in our markets or otherwise capitalize on business opportunities if we had additional borrowing capacity. |
Security breaches and other disruptions could compromise our information and expose us to liability, which could cause our business and reputation to suffer.
We use our information systems to collect and store confidential and sensitive data, including information about our business, our customers and our employees. As technology continues to evolve, we anticipate that we will collect and store even more data in the future and that our systems will increasingly use remote communication features that are sensitive to both willful and unintentional security breaches. Much of our value relative to our competitors is derived from our confidential business information, including vehicle designs, proprietary technology and trade secrets, and to the extent the confidentiality of such information is compromised, we may lose our competitive advantage and our vehicle sales may suffer.
We also collect, retain and use personal information, including data we gather from customers for product development and marketing purposes, and data we obtain from employees. In the event of a breach in security that allows third parties access to this personal information, we are subject to a variety of ever-changing laws on a global basis that require us to provide notification to the data owners, and that subject us to lawsuits, fines and other means of regulatory enforcement. Depending on the function involved, a breach in security may lead to customers purchasing vehicles from our competitors, subject us to lawsuits, fines and other means of regulatory enforcement or harm employee morale.
Our objective is to expand international operations and sales, the conduct of which subjects us to risks that may have a material adverse effect on our business.
Expanding international operations and sales is a significant part of our growth strategy. International operations and sales are subject to various risks, including political, religious and economic instability, local labor market conditions, the imposition of foreign tariffs and other trade barriers, the impact of foreign government regulations and the effects of income and withholding taxes, sporadic order patterns, governmental expropriation, uncertainties or delays in collection of accounts receivable and differences in business practices. We may incur increased costs, including increased supply chain costs, and experience delays or disruptions in production schedules, product deliveries or payments in connection with international manufacturing and sales that could cause loss of revenues and earnings. Among other things, there are additional logistical requirements associated with international sales, which increase the amount of time between the completion of vehicle production and our ability to recognize related revenue. In addition, expansion into foreign markets requires the establishment of distribution networks and may require modification of products to meet local requirements or preferences. Establishment of distribution networks or modification to the design of our products to meet local requirements and preferences may take longer or be more costly than we anticipate and could have a material adverse effect on our ability to achieve international sales growth. Some of these international sales require financing to enable potential customers to make purchases. Availability of financing to non-U.S. customers depends in part on the U.S. Export-Import Bank. If U.S. Export-Import Bank authorization financing is not secured for certain transactions, we may not be able to effectively compete for international sales against foreign competitors who are able to benefit from direct or indirect financial support from governments where they have operations. In addition, our entry into certain markets that we wish to enter may require us to establish a joint venture. Identifying an appropriate joint venture partner and creating a joint venture could be more time consuming, more costly and more difficult than we anticipate.
As a result of our international operations and sales, we are subject to the FCPA and other laws that prohibit improper payments or offers of payments to foreign governments and their officials for the purpose of obtaining or retaining business. Our international activities create the risk of unauthorized payments or offers of payments in violation of the FCPA by one of our employees, consultants, sales agents or distributors, because these parties are not always subject to our control. Any violations of the FCPA could result in significant fines, criminal sanctions against us or our employees, and prohibitions on the conduct of our business, including our business with the U.S. government. We are also increasingly subject to export control regulations, including, without limitation, the United States Export Administration Regulations and the International Traffic in Arms Regulations. Unfavorable changes in the political, regulatory or business climate could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows.
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Our results could be adversely affected by severe weather, natural disasters, and other events in the locations in which we or our customers or suppliers operate.
We have manufacturing and other operations in locations prone to severe weather and natural disasters, including earthquakes, hurricanes or tsunamis that could disrupt our operations. Our suppliers and customers also have operations in such locations. Severe weather or a natural disaster that results in a prolonged disruption to our operations, or the operations of our customers or suppliers could delay delivery of parts, materials or components to us or sales to our customers and could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows.
Concrete mixer and access equipment sales also are seasonal with the majority of such sales occurring in the spring and summer months, which constitute the traditional construction season in the Northern hemisphere. The timing of orders for the traditional construction season in the Northern hemisphere can be impacted by weather conditions.
Changes in regulations could adversely affect our business.
Both our products and the operation of our manufacturing facilities are subject to statutory and regulatory requirements. These include environmental requirements applicable to manufacturing and vehicle emissions, government contracting regulations and domestic and international trade regulations. A significant change to these regulatory requirements could substantially increase manufacturing costs or impact the size or timing of demand for our products, all of which could make our business results more variable.
In particular, many scientists, legislators and others attribute climate change to increased levels of greenhouse gases, including carbon dioxide, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. Congress has previously considered and may in the future implement restrictions on greenhouse gas emissions through a cap-and-trade system under which emitters would be required to buy allowances to offset emissions of greenhouse gas. In addition, several states, including states where we have manufacturing plants, are considering various greenhouse gas registration and reduction programs. Our manufacturing plants use energy, including electricity and natural gas, and certain of our plants emit amounts of greenhouse gas that may be affected by these legislative and regulatory efforts. Greenhouse gas regulation could increase the price of the electricity we purchase, increase costs for our use of natural gas, potentially restrict access to or the use of natural gas, require us to purchase allowances to offset our own emissions or result in an overall increase in our costs of raw materials, any one of which could increase our costs, reduce our competitiveness in a global economy or otherwise negatively affect our business, operations or financial results.
SEC disclosure requirements impose inquiry, diligence and disclosure obligations with respect to “conflict minerals,” defined as tin, tantalum, tungsten and gold, that are necessary to the functionality of a product manufactured, or contracted to be manufactured, by an SEC reporting company. Certain of these minerals are used extensively in components manufactured by our suppliers (or in components incorporated by our suppliers into components supplied to us) for use in our vehicles or other products. Under the rules, an SEC reporting company must conduct a country of origin inquiry that is reasonably designed to determine whether any of the “conflict minerals” that are necessary to the functionality of a product manufactured, or contracted to be manufactured, by the company originated in the Democratic Republic of the Congo or an adjoining country. If any such “conflict minerals” originated in the Democratic Republic of Congo or an adjoining country, the rules require the issuer to exercise due diligence on the source of such “conflict minerals” and their chain of custody with the ultimate objective of determining whether the “conflict minerals” directly or indirectly financed or benefited armed groups in the Democratic Republic of the Congo or an adjoining country. The issuer must then prepare and file with the SEC a report regarding its diligence efforts. Our supply chain is very complex and multifaceted. While we have no intention to use minerals sourced from the Democratic Republic of Congo or adjoining countries that finance or benefit armed groups, we have incurred and expect to incur costs to conduct our country of origin inquiry and, if necessary, to exercise such due diligence. As mandated by DoD regulations, a significant number of our suppliers are small businesses, and those small businesses have limited or no resources to track their sources of minerals. As a result, we expect significant difficulty in determining the country of origin or the source and chain of custody for all “conflict minerals” used in our products and disclosing that our products are “conflict free” (meaning that they do not contain “conflict minerals” that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo or an adjoining country). We may face reputational challenges if we are unable to verify the country of origin or the source and chain of custody for all “conflict minerals” used in our products or if we are unable to disclose that our products are “conflict free.” Implementation of these rules may also affect the sourcing and availability of some minerals necessary to the manufacture of our products and may affect the availability and price of “conflict minerals” capable of certification as “conflict free.” Accordingly, we may incur significant costs as a consequence of these rules, which may adversely affect our business,
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financial condition or results of operations. Other laws or regulations impacting our supply chain, such as the UK Modern Slavery Act, may have similar consequences.
Disruptions within our dealer network could adversely affect our business.
Although we sell the majority of our products directly to the end user, we market, sell and service products through a network of independent dealers in the fire & emergency segment and in a limited number of markets for the access equipment and commercial segments. As a result, our business with respect to these products is influenced by our ability to establish and manage new and existing relationships with dealers. While we have relatively low turnover of dealers, from time to time, we or a dealer may choose to terminate the relationship as a result of difficulties that our independent dealers experience in operating their businesses due to economic conditions or other factors, or as a result of an alleged failure by us or an independent dealer to comply with the terms of our dealer agreement. We do not believe our business is dependent on any single dealer, the loss of which would have a sustained material adverse effect upon our business. However, disruption of dealer coverage within a specific state or other geographic market could cause difficulties in marketing, selling or servicing our products and have an adverse effect on our business, operating results or financial condition.
In addition, our ability to terminate our relationship with a dealer is limited due to state dealer laws, which generally provide that a manufacturer may not terminate or refuse to renew a dealer agreement unless it has first provided the dealer with required notices. Under many state laws, dealers may protest termination notices or petition for relief from termination actions. Responding to these protests and petitions may cause us to incur costs and, in some instances, could lead to litigation resulting in lost opportunities with other dealers or lost sales opportunities, which may have an adverse effect on our business, operating results or financial condition.
ITEM 1B. UNRESOLVED STAFF COMMENTS
The Company has no unresolved staff comments regarding its periodic or current reports from the staff of the SEC that were issued 180 days or more preceding September 30, 2016.
ITEM 2. PROPERTIES
The Company believes its equipment and buildings are well maintained and adequate for its present and anticipated needs. As of September 30, 2016, the Company operated in 31 manufacturing facilities consisting of over six million square feet of manufacturing space. The locations of the Company’s manufacturing facilities are provided in the table below:
Segment | Location (# of facilities) | Segment | Location (# of facilities) | |||
Access Equipment | McConnellsburg, Pennsylvania (3) | Fire & Emergency | Appleton, Wisconsin (3) | |||
Orrville, Ohio (1) | Bradenton, Florida (1) | |||||
Shippensburg, Pennsylvania (1) | Kewaunee, Wisconsin (1) | |||||
Greencastle, Pennsylvania (1) | Clearwater, Florida (1) (a) | |||||
Riverside, California (1) (a) | ||||||
Medias, Romania (1) (a) | Commercial | Dodge Center, Minnesota (1) | ||||
Tianjin, China (1) | Garner, Iowa (1) | |||||
Maasmechelen, Belgium (1) (a) | Blair, Nebraska (1) | |||||
Tonneins, France (1) (a) | Riceville, Iowa (1) | |||||
Port Macquarie, Australia (1) | Audubon, Iowa (1) | |||||
Wigston, United Kingdom (1) | London, Canada (1) (a) | |||||
Leicester, United Kingdom (1) (a) | ||||||
Defense | Oshkosh, Wisconsin (4) | Corporate | Leon, Mexico (1) | |||
_________________________
(a) These facilities are leased.
23
The Company’s manufacturing facilities generally operate five days per week on one or two shifts, except for seasonal shutdowns for one- to three-week periods. The Company believes its manufacturing capacity could be significantly increased with limited capital spending by operating an additional shift at each facility.
The Company also performs contract maintenance services out of multiple warehousing and service facilities owned and/or operated by the U.S. government and third parties, including locations in the U.S., Japan and multiple other countries in Europe and the Middle East.
In addition to sales and service activities at the Company’s manufacturing facilities, the Company maintains 25 sales and service centers in the U.S. The Company uses these facilities primarily for sales and service of concrete mixers and refuse collection vehicles. The access equipment segment also leases a number of small distribution, engineering, administration or service facilities throughout the world.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to environmental matters and legal proceedings and claims, including patent, antitrust, product liability, 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, the Company 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.
Personal injury actions and other. At September 30, 2016, the estimated net liabilities for product and general liability claims totaled $38.3 million. Although the final results of all such matters and claims cannot be predicted with certainty, the Company believes that the ultimate resolution of all such matters and claims, after taking into account the liabilities accrued with respect to 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.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information as of November 22, 2016 concerning the Company’s executive officers. All of the Company’s executive officers serve terms of one year and until their successors are elected and qualified.
Name | Age | Title | ||
Wilson R. Jones | 55 | President and Chief Executive Officer | ||
Ignacio A. Cortina | 45 | Executive Vice President, General Counsel and Secretary | ||
James W. Johnson | 51 | Executive Vice President and President, Fire & Emergency Segment | ||
Joseph H. Kimmitt | 66 | Executive Vice President, Government Operations and Industry Relations | ||
Frank R. Nerenhausen | 52 | Executive Vice President and President, Access Equipment Segment | ||
Mark M. Radue | 52 | Executive Vice President and Chief Strategy Officer | ||
David M. Sagehorn | 53 | Executive Vice President and Chief Financial Officer | ||
Robert H. Sims | 54 | Executive Vice President and Chief Human Resources Officer | ||
John J. Bryant | 58 | Senior Vice President and President, Defense Segment | ||
Marek W. May | 47 | Senior Vice President, Operations | ||
Robert S. Messina | 46 | Senior Vice President, Engineering and Technology | ||
Colleen R. Moynihan | 56 | Senior Vice President, Quality & Continuous Improvement | ||
Bradley M. Nelson | 47 | Senior Vice President and President, Commercial Segment | ||
_________________________
Wilson R. Jones. Mr. Jones joined the Company in 2005 as Vice President and General Manager of the Company's airport products business. He served as President, Pierce; Executive Vice President and President, Fire & Emergency Segment from 2008 to 2010, Executive Vice President and President, Access Equipment Segment from 2010 to 2012 and most recently President and Chief Operating Officer of the Company from 2012 to 2016. Effective January 1, 2016, Mr. Jones assumed the position of President and Chief Executive Officer. Mr. Jones was elected a director of the Company effective January 1, 2016. Mr. Jones is also a director of Thor Industries, Inc.
Ignacio A. Cortina. Mr. Cortina joined the Company in 2006 with the acquisition of JLG. He has held various roles of increasing responsibility, most recently serving as the Company's Vice President and Deputy General Counsel from 2011 to 2015 and Senior Vice President, General Counsel and Secretary from 2015 to 2016. Prior to joining the Company, he spent seven years in private practice in the Washington, D.C. area. He was appointed to his current position of Executive Vice President, General Counsel and Secretary in November 2016.
James W. Johnson. Mr. Johnson joined the Company in 2007 as Director of Dealer Development for Pierce. He was appointed to Senior Vice President of Sales and Marketing for Pierce in 2009 and was appointed to his current position of Executive Vice President and President, Fire & Emergency Segment in 2010.
Joseph H. Kimmitt. Mr. Kimmitt joined the Company in 2001 as Vice President, Government Operations and was appointed to his current position of Executive Vice President, Government Operations and Industry Relations in 2006.
Frank R. Nerenhausen. Mr. Nerenhausen joined the Company in 1986 and has served in various assignments, including Vice President of Concrete & Refuse Sales & Marketing for McNeilus from 2008 to 2010 and Executive Vice President and President, Commercial Segment from 2010 to 2012. He was appointed to his current position of Executive Vice President and President, Access Equipment Segment in 2012.
Mark M. Radue. Mr. Radue joined the Company in 2005 as Senior Director of Financial Analysis and Controls. He served as Senior Vice President, Business Development from 2011 to 2016 prior to being appointed to his current position of Executive Vice President and Chief Strategy Officer in November 2016.
David M. Sagehorn. Mr. Sagehorn joined the Company in 2000 as Senior Manager - Mergers & Acquisitions and has served in various assignments, including Director - Business Development, Vice President - Defense Finance, Vice President - McNeilus Finance, Vice President - Business Development and Vice President and Treasurer. He was appointed to his current position of Executive Vice President and Chief Financial Officer in 2007.
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Robert H. Sims. Mr. Sims joined the Company in August 2016 as Executive Vice President and Chief Human Resources Officer. He previously served as a Senior Vice President Human Resources Officer at Eaton Corporation, a global power management company, from 2009 to August 2016. Prior to Eaton Corporation, Mr. Sims served in a variety of executive human resources roles with a number of major consumer brand companies.
John J. Bryant. Mr. Bryant joined the Company in 2010 as Vice President and General Manager of Marine Corps Programs - Defense segment. He served as Vice President of Programs - Defense segment from 2013 until his appointment to his current position of Senior Vice President and President, Defense Segment in June 2016. Prior to joining Oshkosh Defense, he served as a Professor of Program Management at the Defense Acquisition University. Mr. Bryant retired from the U.S. Marine Corps with the rank of Colonel in 2008.
Marek W. May. Mr. May joined the Company in 2009 as Director of Operations - Defense Segment and served as Senior Director of Operations - Defense Segment from June 2010 to September 2010 and Vice President of Manufacturing Operations - Defense Segment from September 2010 to 2013. He was appointed to his current position of Senior Vice President, Operations in 2013. He previously served as Business Leader (Plant Manager) for Ingersoll Rand from 2007 to 2009.
Robert S. Messina. Mr. Messina joined the Company in 2009 as Chief Engineer, Advanced Products and served in various assignments, including Vice President Engineering - Defense Segment and most recently as the Vice President Engineering - Access Equipment Segment until he was appointed to his current position of Senior Vice President, Engineering and Technology in 2015.
Colleen R. Moynihan. Ms. Moynihan joined the Company in 2011 as Senior Vice President, Quality & Continuous Improvement. She previously served as Director of Global Quality & Manufacturing Engineering at Caterpillar Inc. from 2007 to 2011.
Bradley M. Nelson. Mr. Nelson joined the Company in 2011 as Global Vice President of Marketing for JLG and was appointed to his current position of Senior Vice President and President, Commercial Segment in 2013. He previously served as Vice President of Global Marketing and Communications from 2007 to 2011 at Eaton Corporation.
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PART II
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
The information relating to dividends included in Note 24 of the Notes to Consolidated Financial Statements contained herein under Item 8 and the information relating to dividends per share contained herein under Item 6 are hereby incorporated by reference in answer to this item.
Common Stock Repurchases
On August 31, 2015, the Company's Board of Directors increased the Company's authorization to repurchase shares of the Company's Common Stock by 10,000,000 shares, taking the authorized number of shares of Common Stock available for repurchase to 10,299,198 as of that date. As of September 30, 2016, the Company had repurchased 2,786,624 shares of Common Stock under this authorization. As a result, 7,512,574 shares of Common Stock remained available for repurchase under the repurchase authorization at September 30, 2016. The Company can use this authorization at any time as there is no expiration date associated with the authorization. From time to time, the Company may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under this authorization. The Company did not repurchase any Common Stock under the authorization during the fourth quarter of fiscal 2016.
Dividends and Common Stock Price
On October 31, 2014, the Company's Board of Directors increased the Company's quarterly dividend from $0.15 per share of Common Stock to $0.17 per share. On October 29, 2015, the Company's Board of Directors increased the Company's quarterly dividend from $0.17 per share of Common Stock to $0.19 per share. On November 1, 2016, the Company's Board of Directors increased the Company's quarterly dividend from $0.19 per share of Common Stock to $0.21 per share.
The Company intends to declare and pay dividends on a regular basis. However, the payment of future dividends is at the discretion of the Company’s Board of Directors and will depend upon, among other things, future earnings and cash flows, capital requirements, the Company’s general financial condition, general business conditions and other factors. In addition, the Company's credit agreement limits the amount of dividends and other distributions, including repurchases of shares of Common Stock, the Company may pay on or after March 3, 2010 to (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; plus (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. The Company's indentures for its senior notes due 2022 and senior notes due 2025 also contain restrictive covenants that may limit the Company's ability to repurchase shares of its Common Stock or make dividends and other types of distributions to shareholders. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for further discussion about the Company’s financial covenants under its credit agreement and indenture.
The Company’s Common Stock is listed on the New York Stock Exchange (NYSE) under the symbol OSK. As of November 15, 2016, there were 1,066 holders of record of the Common Stock. The following table sets forth prices reflecting actual sales of the Common Stock as reported on the NYSE for the periods indicated.
Fiscal 2016 | Fiscal 2015 | ||||||||||||||
Quarter Ended | High | Low | High | Low | |||||||||||
September 30 | $ | 57.75 | $ | 45.19 | $ | 43.34 | $ | 32.56 | |||||||
June 30 | 49.71 | 38.47 | 55.69 | 42.36 | |||||||||||
March 31 | 41.54 | 29.59 | 49.40 | 38.64 | |||||||||||
December 31 | 44.13 | 35.08 | 49.50 | 39.72 | |||||||||||
Item 12 of this Annual Report on Form 10-K contains certain information relating to the Company’s equity compensation plans.
27
The following information in this Item 5 is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 (Exchange Act) or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing. The SEC requires the Company to include a line graph presentation comparing cumulative five year Common Stock returns with a broad-based stock index and either a nationally recognized industry index or an index of peer companies selected by the Company. The Company has chosen to use the Standard & Poor’s MidCap 400 market index as the broad-based index and the companies currently in the Standard Industry Classification Code 371 Index (motor vehicles and equipment) (the SIC Code 371 Index) as a more specific comparison.
The comparisons assume that $100 was invested on September 30, 2011 in each of: the Company’s Common Stock, the Standard & Poor’s MidCap 400 market index and the SIC Code 371 Index. The total return assumes reinvestment of dividends and is adjusted for stock splits. The fiscal 2016 return listed in the charts below is based on closing prices per share on September 30, 2016. On that date, the closing price for the Company’s Common Stock was $56.00.
________________________
* $100 invested on September 30, 2011 in stock or index, including reinvestment of dividends.
September 30, | ||||||||||||||||||||
2012 | 2013 | 2014 | 2015 | 2016 | ||||||||||||||||
Oshkosh Corporation | $ | 174.27 | $ | 311.18 | $ | 283.81 | $ | 237.06 | $ | 372.24 | ||||||||||
S&P MidCap 400 market index | 128.54 | 164.12 | 183.51 | 186.07 | 214.59 | |||||||||||||||
SIC Code 371 Index | 119.16 | 182.57 | 184.88 | 182.07 | 205.51 | |||||||||||||||
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ITEM 6. SELECTED FINANCIAL DATA
Fiscal Year Ended September 30, | ||||||||||||||||||||
(In millions, except per share amounts) | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
Income Statement Data: | ||||||||||||||||||||
Net sales | $ | 6,279.2 | $ | 6,098.1 | $ | 6,808.2 | $ | 7,665.1 | $ | 8,141.1 | ||||||||||
Gross income | 1,055.8 | 1,039.2 | 1,182.7 | 1,191.8 | 1,006.9 | |||||||||||||||
Asset impairment charges | 26.9 | — | — | 9.0 | — | |||||||||||||||
Depreciation | 73.3 | 64.9 | 65.3 | 65.3 | 65.5 | |||||||||||||||
Amortization of purchased intangibles, deferred financing costs and stock-based compensation (1) | 74.2 | 81.0 | 86.5 | 85.9 | 83.2 | |||||||||||||||
Operating income (2) | 364.0 | 398.6 | 503.3 | 505.7 | 387.7 | |||||||||||||||
Income (loss) attributable to Oshkosh Corporation common shareholders: | ||||||||||||||||||||
From continuing operations | 216.4 | 229.0 | 308.1 | 314.3 | 244.6 | |||||||||||||||
From discontinued operations (3) | — | — | — | 1.7 | (14.4 | ) | ||||||||||||||
Net income | 216.4 | 229.0 | 308.1 | 316.0 | 230.2 | |||||||||||||||
Income (loss) attributable to Oshkosh Corporation common shareholders per share assuming dilution: | ||||||||||||||||||||
From continuing operations | $ | 2.91 | $ | 2.90 | $ | 3.61 | $ | 3.53 | $ | 2.67 | ||||||||||
From discontinued operations (3) | — | — | — | 0.02 | (0.16 | ) | ||||||||||||||
Net income | 2.91 | 2.90 | 3.61 | 3.55 | 2.51 | |||||||||||||||
Dividends per share | $ | 0.76 | $ | 0.68 | $ | 0.60 | $ | — | $ | — | ||||||||||
Balance Sheet Data (4): | ||||||||||||||||||||
Cash and cash equivalents | $ | 321.9 | $ | 42.9 | $ | 313.8 | $ | 733.5 | $ | 540.7 | ||||||||||
Total assets | 4,513.8 | 4,552.7 | 4,503.2 | 4,688.9 | 4,866.0 | |||||||||||||||
Net working capital | 1,049.9 | 919.0 | 1,006.4 | 1,105.1 | 920.1 | |||||||||||||||
Long-term debt (including current maturities) | 846.2 | 927.8 | 882.7 | 945.6 | 942.6 | |||||||||||||||
Shareholders’ equity | 1,976.5 | 1,911.1 | 1,985.0 | 2,107.8 | 1,853.5 | |||||||||||||||
Other Financial Data: | ||||||||||||||||||||
Expenditures for property, plant and equipment | $ | 92.5 | $ | 131.7 | $ | 92.2 | $ | 46.0 | $ | 55.9 | ||||||||||
Backlog | 3,537.9 | 2,607.4 | 1,891.0 | 2,838.0 | 4,046.2 | |||||||||||||||
Book value per share | $ | 26.74 | $ | 25.33 | $ | 24.86 | $ | 24.36 | $ | 20.24 | ||||||||||
_________________________
(1) | Includes amortization of deferred financing costs of $3.0 million in fiscal 2016, $6.4 million in fiscal 2015, $6.2 million in fiscal 2014, $4.9 million in fiscal 2013 and $7.0 million in fiscal 2012. |
(2) | Includes costs incurred by the Company in connection with an unsolicited tender offer for the Company's Common Stock and a threatened proxy contest of $16.3 million in fiscal 2013 and costs incurred by the Company in connection with a proxy contest of $6.6 million in fiscal 2012. |
(3) | In fiscal 2013, the Company discontinued production of ambulances, which the Company sold under the Medtec brand name. In fiscal 2012, the Company completed the sale of its European mobile medical business, Oshkosh Specialty Vehicles (UK), Limited and AK Specialty Vehicles and its wholly-owned subsidiary, and discontinued production of U.S. mobile medical units. |
(4) | Historical balances have been recast to reflect the impact of Accounting Standards Updates 2015-03 and 2015-17, which were adopted by the Company in fiscal 2016, and which did not have a significant effect on the Company's financial position and results of operations. |
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ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
General
The Company is a leading designer, manufacturer and marketer of a wide range of specialty vehicles and vehicle bodies, including access equipment, defense trucks and trailers, fire & emergency vehicles, concrete mixers and refuse collection vehicles. The Company is a leading global manufacturer of aerial work platforms under the “JLG” brand name. The Company is among the worldwide leaders in the manufacturing of telehandlers under the “JLG” and “SkyTrak” brand names. Under the “Jerr-Dan” brand name, the Company is a leading domestic manufacturer and marketer of towing and recovery equipment. The Company manufactures defense trucks under the “Oshkosh” brand name and is a leading manufacturer of severe-duty, tactical wheeled vehicles for the DoD. Under the “Pierce” brand name, the Company is among the leading global manufacturers of fire trucks assembled on both custom and commercial chassis. Under the “Frontline” brand name, the Company is a leading domestic manufacturer and marketer of broadcast vehicles. The Company manufactures ARFF and airport snow removal vehicles under the “Oshkosh” brand name. Under the “McNeilus,” “Oshkosh,” “London” and “CON-E-CO” brand names, the Company manufactures rear- and front-discharge concrete mixers and portable and stationary concrete batch plants. Under the “McNeilus” brand name, the Company manufactures a wide range of automated, rear, front, side and top loading refuse collection vehicles. Under the “IMT” brand name, the Company is a leading domestic manufacturer of field service vehicles and truck-mounted cranes.
Major products manufactured and marketed by each of the Company’s business segments are as follows:
Access equipment — aerial work platforms and telehandlers used in a wide variety of construction, agricultural, industrial, institutional and general maintenance applications to position workers and materials at elevated heights, as well as carriers and wreckers. Access equipment customers include equipment rental companies, construction contractors, manufacturing companies, home improvement centers and towing companies in the U.S. and abroad.
Defense — tactical trucks, trailers and supply parts and services sold to the U.S. military and to other militaries around the world.
Fire & emergency — custom and commercial firefighting vehicles and equipment, ARFF vehicles, snow removal vehicles, simulators and other emergency vehicles primarily sold to fire departments, airports and other governmental units, and broadcast vehicles sold to broadcasters and TV stations in the U.S. and abroad.
Commercial — concrete mixers, refuse collection vehicles, portable and stationary concrete batch plants and vehicle components sold to ready-mix companies and commercial and municipal waste haulers in the Americas and other international markets and field service vehicles and truck-mounted cranes sold to mining, construction and other companies in the U.S. and abroad.
All estimates referred to in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” refer to the Company’s estimates as of November 22, 2016.
Executive Overview
Consolidated net sales increased $181.1 million, or 3.0%, to $6.28 billion in fiscal 2016 compared to fiscal 2015. The sales increase was driven by strong percentage increases in sales in both the defense and fire & emergency segments, offset in part by lower access equipment segment sales. As the Company had expected, defense segment sales rebounded from a trough year in fiscal 2015, driven by international sales of almost 600 M-ATVs and a full year of FHTV production. The fire & emergency segment continued to experience strong demand for fire trucks as new product launches and the improved municipal spending environment in the U.S. continued to benefit the Company's traditional fire truck business as cities and towns looked to replace aged equipment. Access equipment segment sales were lower than the prior year due primarily to a continued slowdown in North American replacement demand as a result of low purchases of access equipment in the 2009 and 2010 time-period.
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Consolidated operating income decreased 8.7% to $364.0 million, or 5.8% of sales, in fiscal 2016 compared to $398.6 million, or 6.5% of sales, in fiscal 2015. Consolidated operating income in fiscal 2016 was adversely impacted by an asset impairment charge of $26.9 million, or 0.4% of sales. The Company's defense, fire & emergency and commercial segments' operating income and operating income margins all improved in fiscal 2016 as compared to fiscal 2015, reflecting continued improved market outlooks and execution on the Company's goal to improve operational performance. This improved performance was offset by lower access equipment segment operating income driven by lower sales and more competitive pricing as well as higher corporate expenses due to increased costs to support the start-up of a shared manufacturing facility in Mexico and higher incentive compensation expense.
The Company reported earnings per share of $2.91 in fiscal 2016 as compared to $2.90 in fiscal 2015. Fiscal 2016 results were negatively impacted by $0.23 per share related to asset impairment and workforce reduction charges in the access equipment segment. Earnings in fiscal 2015 included $0.12 of net costs related to workforce reductions, debt extinguishment costs related to the refinancing of the Company's senior notes due 2020 and a postretirement benefit curtailment gain. Share repurchases completed during the 24 month period ended September 30, 2016 benefited earnings per share in fiscal 2016 by $0.17 compared to fiscal 2015.
The Company continued to return cash to shareholders in fiscal 2016 as it repurchased approximately 2.5 million shares of its stock as part of its capital allocation strategy. The Company also announced an increase in the quarterly dividend of approximately 11% beginning in November 2016. This was the Company's third straight year of double digit percentage increases in its dividend rate.
Access equipment segment net sales decreased $388.2 million, or 11.4%, to $3.01 billion in fiscal 2016 compared to fiscal 2015. The Company believes that access equipment customers in North America remain cautious and that they are closely watching their fleet utilization rates and local market rental rates, leading them to continue to be selective with their capital expenditures for rental equipment. Additionally, the impact of extremely low levels of access equipment purchases by rental companies during 2009 and 2010 continues to negatively impact replacement-driven demand in North America.
On September 21, 2016, the Company committed to transition its access equipment segment aftermarket parts distribution network to a third party logistics company. Concurrent with this decision, the Company’s access equipment segment committed to cease operations at its Orrville, Ohio parts distribution center by August 1, 2017. This initiative is intended to increase operational efficiency and allow the Company to reallocate resources to invest in future growth. With the Company’s announced intent to outsource its aftermarket parts distribution to a third party, the Company abandoned an information system developed to support aftermarket parts distribution. As a result the Company recognized a pre-tax, non-cash impairment charge associated with accumulated costs of $26.9 million, or $0.22 per share, in the fourth quarter of fiscal 2016. The Company expects that utilizing a third party to manage its parts distribution centers in the access equipment segment will save approximately $6 million per year starting in fiscal 2018.
In the defense segment, the Company began building JLTVs on its production line in Oshkosh during fiscal 2016, shipping the first of these units to the U.S. Army in September 2016 to support government testing activities during the Low Rate Initial Production (LRIP) phase of the JLTV program. The Company expects approximately three years of LRIP, including extensive government testing, will occur prior to the planned attainment of Full Rate Production in fiscal 2019. The Company expects production to ramp up over this three-year period with deliveries under the JLTV contract of nearly 750 vehicles in fiscal 2017, 2,000 vehicles in fiscal 2018 and 3,000 vehicles in fiscal 2019. The Company also continues to be pleased with the level of interest it is receiving for the JLTV from international militaries. The Company believes that international JLTV sales are a few years away, but expects that international JLTV sales represent a significant opportunity for its defense segment.
In the fire & emergency segment, higher demand as a result of the continued recovery of the North American fire truck market contributed to margin improvement. Higher margins were also driven by the implementation of numerous operational improvements over the last several years in its Pierce factories in Wisconsin and Florida, as well as in its front-end order processing.
The commercial segment's domestic refuse collection vehicle market remains attractive and grew again in fiscal 2016, in large part due to fleet replenishment by larger private waste haulers. During fiscal 2016, the Company believes it outperformed its competitors and gained share in the domestic refuse collection vehicle market. The Company expects the domestic refuse collection vehicle market growth rate to moderate in fiscal 2017, following several years of solid growth. The Company continued to experience modest and choppy order flow from customers in the commercial segment's concrete mixer market in fiscal 2016, with customers placing orders for new equipment at a measured pace as they remained cautious due to short-term economic uncertainties.
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The Company believes consolidated net sales will increase approximately 3.5% to 6.7% in fiscal 2017 compared to fiscal 2016, resulting in consolidated sales of between $6.5 billion and $6.7 billion. The defense segment is expected to be the biggest driver of the increase in sales, overcoming an expected decline in access equipment segment sales. Sales in the fire & emergency and commercial segments are also expected to be higher in fiscal 2017 as compared to fiscal 2016. The Company expects consolidated operating income will be in the range of $390 million to $430 million, with earnings per share of approximately $3.00 to $3.40 assuming a full year average share count of approximately 74.5 million shares. The Company expects weakness in the access equipment segment to be overcome by collective stronger performance in the defense, fire & emergency and commercial segments.
Results of Operations
Consolidated Net Sales — Three Years Ended September 30, 2016
The following table presents net sales (see definition of net sales contained in Note 2 of the Notes to Consolidated Financial Statements) by business segment (in millions):
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Net sales: | |||||||||||
Access equipment | $ | 3,012.4 | $ | 3,400.6 | $ | 3,506.5 | |||||
Defense | 1,351.1 | 939.8 | 1,724.5 | ||||||||
Fire & emergency | 953.3 | 815.1 | 756.5 | ||||||||
Commercial | 979.2 | 978.0 | 865.9 | ||||||||
Intersegment eliminations and other | (16.8 | ) | (35.4 | ) | (45.2 | ) | |||||
$ | 6,279.2 | $ | 6,098.1 | $ | 6,808.2 | ||||||
The following table presents net sales by geographic region based on product shipment destination (in millions):
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Net sales: | |||||||||||
United States | $ | 4,756.6 | $ | 4,789.3 | $ | 5,247.7 | |||||
Other North America | 219.5 | 302.8 | 351.2 | ||||||||
Europe, Africa and the Middle East | 905.5 | 564.4 | 672.3 | ||||||||
Rest of the world | 397.6 | 441.6 | 537.0 | ||||||||
$ | 6,279.2 | $ | 6,098.1 | $ | 6,808.2 | ||||||
Fiscal 2016 Compared to Fiscal 2015
Consolidated net sales increased $181.1 million, or 3.0%, to $6.28 billion in fiscal 2016 compared to fiscal 2015. Higher sales in the defense and fire & emergency segments were partially offset by a decline in sales in the access equipment segment. The strengthening U.S. dollar negatively impacted net sales in fiscal 2016 by $25 million, or 40 basis points, compared to fiscal 2015.
Access equipment segment net sales decreased $388.2 million, or 11.4%, to $3.01 billion in fiscal 2016 compared to fiscal 2015. The decline in sales was primarily due to the slowdown in North American replacement demand that began in the third quarter of fiscal 2015 and a challenging pricing environment (down $75 million). A stronger U.S. dollar also negatively impacted sales by $20 million, or 60 basis points, compared to the fiscal 2015.
Defense segment net sales increased $411.3 million, or 43.8%, to $1.35 billion in fiscal 2016 compared to fiscal 2015. The increase in sales was primarily due to international sales of M-ATVs to the Middle East and increased sales to the DoD, as higher FHTV sales were offset in part by lower FMTV sales. The Company experienced a break in production under the FHTV program in the second and third quarters of fiscal 2015.
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Fire & emergency segment net sales increased $138.2 million, or 16.9%, to $953.3 million in fiscal 2016 compared to fiscal 2015. Sales in fiscal 2016 benefited from higher domestic fire truck deliveries and favorable pricing. Improved operational efficiencies have allowed the fire & emergency segment to increase fire apparatus production rates to meet increased demand.
Commercial segment net sales increased $1.2 million, or 0.1%, to $979.2 million in fiscal 2016 compared to fiscal 2015. Higher refuse collection vehicle sales were almost completely offset by lower sales of field service vehicles and truck-mounted cranes.
Fiscal 2015 Compared to Fiscal 2014
Consolidated net sales decreased $710.1 million, or 10.4%, to $6.10 billion in fiscal 2015 compared to fiscal 2014 largely as a result of an expected significant decline in defense segment sales. Foreign currency exchange rates also adversely impacted sales by $103 million compared to the prior year.
Access equipment segment net sales decreased $105.9 million, or 3.0%, to $3.40 billion in fiscal 2015 compared to fiscal 2014, due largely to an unfavorable currency impact of $94 million as a result of the weakening of most major currencies against the U.S. dollar during the year. Access equipment segment sales were also negatively impacted in the second half of the fiscal year as a result of the beginning of a mid-cycle dip in North American demand due to lower oil & gas related demand and lower replacement demand as a result of lower access equipment purchases in 2009 and 2010.
Defense segment net sales decreased $784.7 million, or 45.5%, to $939.8 million in fiscal 2015 compared to fiscal 2014. The decrease in defense segment sales was primarily due to an expected decline in sales to the DoD (down $706 million) and lower international sales of M-ATVs. The Company experienced a break in production under the FHTV program in the second and third quarters of fiscal 2015.
Fire & emergency segment net sales increased $58.6 million, or 7.8%, to $815.1 million in fiscal 2015 compared to fiscal 2014. The increase in sales primarily reflected higher fire truck deliveries (up $46 million) as a result of improved production rates and improved pricing (up $14 million).
Commercial segment net sales increased $112.1 million, or 12.9%, to $978.0 million in fiscal 2015 compared to fiscal 2014. The increase in commercial segment sales was primarily attributable to higher refuse collection vehicle unit volume (up $46 million), higher package sales, consisting of a purchased chassis and manufactured body (up $42 million) and improved aftermarket parts and service sales (up $20 million).
Consolidated Cost of Sales — Three Years Ended September 30, 2016
The following table presents costs of sales by business segment (in millions):
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Cost of sales: | |||||||||||
Access equipment | $ | 2,435.4 | $ | 2,697.7 | $ | 2,706.5 | |||||
Defense | 1,147.7 | 862.7 | 1,566.4 | ||||||||
Fire & emergency | 816.0 | 703.9 | 666.3 | ||||||||
Commercial | 817.5 | 820.6 | 727.6 | ||||||||
Intersegment eliminations and other | 6.8 | (26.0 | ) | (41.3 | ) | ||||||
$ | 5,223.4 | $ | 5,058.9 | $ | 5,625.5 | ||||||
Fiscal 2016 Compared to Fiscal 2015
Consolidated cost of sales was $5.22 billion, or 83.2% of sales, in fiscal 2016 compared to $5.06 billion, or 83.0% of sales, in fiscal 2015. The 20 basis point increase in cost of sales as a percentage of sales in fiscal 2016 compared to fiscal 2015 was primarily due to higher access equipment costs as a percentage of sales and start-up costs for a shared manufacturing facility in Mexico, offset in part by improved defense, fire & emergency and commercial segment performance.
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Access equipment segment cost of sales was $2.44 billion, or 80.8% of sales, in fiscal 2016 compared to $2.70 billion, or 79.3% of sales, in fiscal 2015. The 150 basis point increase in cost of sales as a percentage of sales in fiscal 2016 compared to fiscal 2015 was primarily due to a more competitive pricing environment (230 basis points) and adverse manufacturing absorption (80 basis points) associated with lower production, offset in part by lower spending on engine emissions standards changes (100 basis points).
Defense segment cost of sales was $1.15 billion, or 84.9% of sales, in fiscal 2016 compared to $862.7 million, or 91.8% of sales, in fiscal 2015. The 690 basis point decrease in cost of sales as a percentage of sales in fiscal 2016 compared to fiscal 2015 was primarily attributable to favorable product mix (260 basis points), lower Company funded research & development related to the JLTV program (250 basis points) and contractual price increases, offset in part by the absence of a pension and other postretirement curtailment benefit recorded in fiscal 2015 (30 basis points).
Fire & emergency segment cost of sales was $816.0 million, or 85.6% of sales, in fiscal 2016 compared to $703.9 million, or 86.4% of sales, in fiscal 2015. The 80 basis point decline in cost of sales as a percentage of sales in fiscal 2016 compared to fiscal 2015 was largely attributable to favorable pricing (140 basis points), offset in part by adverse product mix (50 basis points).
Commercial segment cost of sales was $817.5 million, or 83.5% of sales, in fiscal 2016 compared to $820.6 million, or 83.9% of sales, in fiscal 2015. The 40 basis point decrease in cost of sales as a percentage of sales in fiscal 2016 compared to fiscal 2015 was largely due to favorable product mix (90 basis points) as a result of lower package sales, offset in part by production inefficiencies associated with the start-up of new products (50 basis points).
Intersegment eliminations and other includes intercompany profit on inter-segment sales not yet sold to third party customers, net of start-up costs of a shared manufacturing facility in Mexico not allocated to segments.
Fiscal 2015 Compared to Fiscal 2014
Consolidated cost of sales was $5.06 billion, or 83.0% of sales, in fiscal 2015 compared to $5.63 billion, or 82.6% of sales, in fiscal 2014. The 40 basis point increase in cost of sales as a percentage of sales in fiscal 2015 was primarily due to adverse absorption of fixed costs due to the lower production rates in the defense segment and a higher concentration of less profitable telehandler sales in the access equipment segment.
Access equipment segment cost of sales was $2.70 billion, or 79.3% of sales, in fiscal 2015 compared to $2.71 billion, or 77.2% of sales, in fiscal 2014. The 210 basis point increase in cost of sales as a percentage of sales in fiscal 2015 was primarily due to a higher concentration of less profitable telehandler sales (160 basis points) and adverse production variances (80 basis points).
Defense segment cost of sales was $862.7 million, or 91.8% of sales, in fiscal 2015 compared to $1.57 billion, or 90.8% of sales, in fiscal 2014. The 100 basis point increase in cost of sales as a percentage of sales was primarily attributable to adverse production absorption (310 basis points) on significantly lower sales, offset in part by the combined impact of pension and other postretirement benefit curtailments in fiscal 2015 and fiscal 2014 (100 basis points) and favorable product mix (60 basis points).
Fire & emergency segment cost of sales was $703.9 million, or 86.4% of sales, in fiscal 2015 compared to $666.3 million, or 88.1% of sales, in fiscal 2014. The 170 basis point decline in cost of sales as a percentage of sales in fiscal 2015 compared to fiscal 2014 was largely attributable to improved product mix (50 basis points), favorable overhead absorption (50 basis points) and improved pricing (50 basis points).
Commercial segment cost of sales of $820.6 million, or 83.9% of sales, in fiscal 2015 was largely unchanged as a percentage of sales compared to $727.6 million, or 84.0% of sales, in fiscal 2014 as adverse sales mix (30 basis points) and higher material costs (30 basis points) were offset by lower warranty expenses (60 basis points).
Intersegment eliminations and other includes intercompany profit on inter-segment sales not yet sold to third party customers as well as start-up costs of a shared manufacturing facility in Mexico not allocated to segments.
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Consolidated Operating Income (Loss) — Three Years Ended September 30, 2016
The following table presents operating income (loss) by business segment (in millions):
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Operating income (loss): | |||||||||||
Access equipment | $ | 263.4 | $ | 407.0 | $ | 501.1 | |||||
Defense | 122.5 | 9.2 | 76.4 | ||||||||
Fire & emergency | 67.0 | 43.8 | 26.6 | ||||||||
Commercial | 67.6 | 64.5 | 53.9 | ||||||||
Corporate | (156.5 | ) | (126.0 | ) | (154.7 | ) | |||||
Intersegment eliminations | — | 0.1 | — | ||||||||
$ | 364.0 | $ | 398.6 | $ | 503.3 | ||||||
Fiscal 2016 Compared to Fiscal 2015
Consolidated operating income decreased 8.7% to $364.0 million, or 5.8% of sales, in fiscal 2016 compared to $398.6 million, or 6.5% of sales, in fiscal 2015. Consolidated operating income in fiscal 2016 was adversely impacted by an asset impairment charge of $26.9 million, or 0.4% of sales.
Access equipment segment operating income decreased 35.3% to $263.4 million, or 8.7% of sales, in fiscal 2016 compared to $407.0 million, or 12.0% of sales, in fiscal 2015. The decrease in operating income was primarily the result of the lower gross income associated with lower sales volume (down $95 million), a challenging pricing environment (down $75 million), an asset impairment charge related to a decision to outsource aftermarket parts distribution ($27 million) and adverse manufacturing absorption (down $12 million) associated with lower production, offset in part by lower spending (down $43 million) on engine emissions standards changes and selling, general and administrative cost reductions ($7 million). Fiscal 2015 results also benefited from a $8 million vendor recovery settlement.
Defense segment operating income increased 1,226.0% to $122.5 million, or 9.1% of sales, in fiscal 2016 compared to $9.2 million, or 1.0% of sales, in fiscal 2015. The increase in operating income was largely due to higher gross income associated with higher sales (up $51 million), favorable product mix (up $33 million), contractual price increases and lower Company funded research & development related to the JLTV program (down $12 million), offset in part by higher selling, general and administrative costs (up $13 million) to ramp up for the JLTV contract.
Fire & emergency segment operating income increased 53.1% to $67.0 million, or 7.0% of sales, in fiscal 2016, compared to $43.8 million, or 5.4% of sales, in fiscal 2015. Higher gross income on increased sales volume was the largest contributor to the increase in operating income.
Commercial segment operating income increased 4.8% to $67.6 million, or 6.9% of sales, in fiscal 2016 compared to $64.5 million, or 6.6% of sales, in fiscal 2015. The increase in operating income was primarily a result of favorable product mix (up $11 million), offset in part by production inefficiencies associated with the start-up of new products.
Corporate operating costs increased $30.5 million to $156.5 million in fiscal 2016 compared to fiscal 2015. The increase in corporate operating costs in fiscal 2016 was primarily due to increased costs to support the start-up of a shared manufacturing facility in Mexico (up $13 million) and higher incentive compensation expense.
Consolidated selling, general and administrative expenses increased 4.3% to $612.4 million, or 9.7% of sales, in fiscal 2016 compared to $587.4 million, or 9.6% of sales, in fiscal 2015. The increase in consolidated selling, general and administrative expenses in fiscal 2016 compared to fiscal 2015 was generally a result of higher incentive compensation, offset in part by reductions in outside services and travel spending.
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Fiscal 2015 Compared to Fiscal 2014
Consolidated operating income decreased 20.8% to $398.6 million, or 6.5% of sales, in fiscal 2015 compared to $503.3 million, or 7.4% of sales, in fiscal 2014. Reductions in corporate expenses and improved performance in the fire & emergency and commercial segments were not sufficient to offset the adverse product mix in the access equipment segment as well as the impact of significantly lower sales volumes in the defense segment.
Access equipment segment operating income decreased 18.8% to $407.0 million, or 12.0% of sales, in fiscal 2015 compared to $501.1 million, or 14.3% of sales, in fiscal 2014. The decrease in operating income was primarily the result of an adverse product mix (down $56 million) and unfavorable production variances (up $25 million).
Defense segment operating income decreased 87.9% to $9.2 million, or 1.0% of sales, in fiscal 2015 compared to $76.4 million, or 4.4% of sales, in fiscal 2014. The decrease in operating income was largely due to lower gross income associated with lower sales (down $111 million), partially offset by lower operating expenses (down $14 million) and lower engineering costs (down $10 million). Operating income in fiscal 2014 was adversely impacted by an $8.9 million reduction to net sales as a result of the reversal of billings to the DoD for other post-employment benefit costs determined to be unallowable under cost-plus government contracts.
Fire & emergency segment operating income increased 64.5% to $43.8 million, or 5.4% of sales, in fiscal 2015, compared to $26.6 million, or 3.5% of sales, in fiscal 2014. The increase in operating income was largely due to higher gross income on increased sales (up $8 million), improved pricing, net of higher input costs (up a combined $7 million) and improved absorption (up $4 million), partially offset by increased operating expenses (up $4 million).
Commercial segment operating income increased 19.7% to $64.5 million, or 6.6% of sales, in fiscal 2015 compared to $53.9 million, or 6.2% of sales, in fiscal 2014. The increase in operating income was primarily a result of gross income associated with higher sales volume (up $28 million) and favorable warranty performance (down $4 million), partially offset by increased operating expenses (up $9 million), including investments in MOVE initiatives.
Corporate operating expenses decreased $28.7 million to $126.0 million in fiscal 2015 compared to fiscal 2014. The decrease in corporate operating expenses in fiscal 2015 was primarily due to lower incentive compensation expense (down $12 million), lower information technology expense (down $9 million) and lower stock-based compensation expense (down $7 million), partially offset by costs to support the start-up of a corporate-led manufacturing facility to support multiple business segments. Stock-based compensation expense declined because the Company granted few equity-based long-term incentive awards in fiscal 2015 because it moved the annual employee stock-based compensation grants from September to November.
Consolidated selling, general and administrative expenses decreased 5.9% to $587.4 million, or 9.6% of sales, in fiscal 2015 compared to $624.1 million, or 9.2% of sales, in fiscal 2014. The decrease in selling, general and administrative expenses was largely the result of lower incentive compensation expense for fiscal 2015 compared to fiscal 2014. The increase in consolidated selling, general and administrative expenses as a percentage of sales was largely due to a shift in the percentage of consolidated sales to segments (non-defense) that have a higher percentage of selling, general and administrative expenses. The Company’s defense segment generally has lower selling, general and administrative costs as a percentage of sales compared to its other segments, in large part due to concentration of business with the DoD. For example, the defense segment has limited sales and marketing expenses and has operations/locations primarily in the United States, as compared to the Company’s access equipment segment, which has a diverse customer base with a significant number of customers, significant sales and marketing costs, and operations/locations in various regions of the world. As the Company’s defense segment sales decreased and the Company’s non-defense segment sales increased as a percentage of consolidated sales, consolidated selling, general and administrative expenses as a percentage of sales increased.
Non-Operating Income (Expense) — Three Years Ended September 30, 2016
Fiscal 2016 Compared to Fiscal 2015
Interest expense net of interest income decreased $9.3 million to $58.3 million in fiscal 2016 compared to fiscal 2015. Fiscal 2015 interest expense included $14.7 million of debt extinguishment costs in connection with the refinancing of portions of the Company’s long-term debt during fiscal 2015. The full year benefit in fiscal 2016 of lower interest rates on the senior notes refinanced in the second quarter of fiscal 2015 was offset by increased borrowings to support increased working capital requirements throughout fiscal 2016.
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Other miscellaneous income of $1.3 million in fiscal 2016 and expense of $4.9 million in fiscal 2015 primarily related to net foreign currency transaction gains and losses.
Fiscal 2015 Compared to Fiscal 2014
Interest expense net of interest income decreased $1.8 million to $67.6 million in fiscal 2015 compared to fiscal 2014 primarily as a result of lower interest rates on the Company's senior notes refinanced in the second quarters of fiscal 2015 and fiscal 2014. Included in interest expense are $14.7 million and $10.9 million of debt extinguishment costs in connection with the refinancing of portions of the Company’s long-term debt during fiscal 2015 and 2014, respectively.
Other miscellaneous expense of $4.9 million in fiscal 2015 and $2.0 million in fiscal 2014 primarily related to net foreign currency transaction losses.
Provision for Income Taxes — Three Years Ended September 30, 2016
Fiscal 2016 Compared to Fiscal 2015
The Company recorded income tax expense of $92.4 million in fiscal 2016, or 30.1% of pre-tax income, compared to $99.2 million, or 30.4% of pre-tax income in fiscal 2015. See Note 18 of the Notes to Consolidated Financial Statements for a reconciliation of the effective tax rate compared to the U.S. statutory tax rate.
Fiscal 2015 Compared to Fiscal 2014
The Company recorded income tax expense of $99.2 million in fiscal 2015, or 30.4% of pre-tax income, compared to $125.0 million, or 29.0% of pre-tax income in fiscal 2014. See Note 18 of the Notes to Consolidated Financial Statements for a reconciliation of the effective tax rate compared to the U.S. statutory tax rate.
Equity in Earnings of Unconsolidated Affiliates — Three Years Ended September 30, 2016
Fiscal 2016 Compared to Fiscal 2015
Equity in earnings of unconsolidated affiliates of $1.8 million in fiscal 2016 and $2.6 million in fiscal 2015 primarily represented the Company's equity interest in a commercial entity in Mexico and a joint venture in Europe.
Fiscal 2015 Compared to Fiscal 2014
Equity in earnings of unconsolidated affiliates of $2.6 million in fiscal 2015 and $2.4 million in fiscal 2014 primarily represented the Company's equity interest in a commercial entity in Mexico and a joint venture in Europe.
Liquidity and Capital Resources
The Company generates significant capital resources from operating activities, which is the expected primary source of funding for its operations. Other resources of liquidity are availability under the Revolving Credit Facility and available cash and cash equivalents. At September 30, 2016, the Company had cash and cash equivalents of $321.9 million. The Company expects to meet its fiscal 2017 U.S. funding needs without repatriating undistributed profits that are indefinitely reinvested outside the United States. In addition to cash and cash equivalents, the Company had $739.2 million of unused available capacity under the Revolving Credit Facility (as defined in “Liquidity”) as of September 30, 2016. Borrowings under the Revolving Credit Facility could, as discussed below, be limited by the financial covenants contained within the Credit Agreement (as defined in “Liquidity”). These sources of liquidity are needed to fund the Company's working capital requirements, debt service requirements, capital expenditures, share repurchases and dividends. At September 30, 2016, the Company had approximately 7.5 million shares of Common Stock remaining under a repurchase authorization approved by the Company's Board of Directors in August 2015.
Due to expected working capital requirements in the defense segment to support international M-ATV sales in fiscal 2017, the Company expects to generate $100 million to $150 million of cash flow from operations in fiscal 2017, significantly less than in fiscal 2016. The Company expects that working capital utilized to support the international M-ATV contract will be
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converted to cash in fiscal 2018. The Company expects fiscal 2017 capital spending to be approximately $100 million. The Company expects to have sufficient liquidity to finance its operations over the next twelve months.
Financial Condition at September 30, 2016
The Company’s cash and cash equivalents and capitalization were as follows (in millions):
September 30, | |||||||
2016 | 2015 | ||||||
Cash and cash equivalents | $ | 321.9 | $ | 42.9 | |||
Total debt | 846.2 | 927.8 | |||||
Total shareholders’ equity | 1,976.5 | 1,911.1 | |||||
Total capitalization (debt plus equity) | 2,822.7 | 2,838.9 | |||||
Debt to total capitalization | 30.0 | % | 32.7 | % | |||
The Company's ratio of debt to total capitalization of 30.0% at September 30, 2016 remained within its targeted range.
Consolidated days sales outstanding (defined as “Trade Receivables” at quarter end divided by “Net Sales” for the most recent quarter multiplied by 90 days) were 49 days at September 30, 2016, down slightly from 50 days at September 30, 2015. Days sales outstanding for segments other than the defense segment were 51 days at September 30, 2016, down from 53 days at September 30, 2015. This decrease in days sales outstanding was primarily due to improved collections at Pierce. Consolidated inventory turns (defined as “Cost of Sales” on an annualized basis, divided by the average “Inventory” at the past five quarter end periods) was 4.1 times at September 30, 2016, down from 4.3 times at September 30, 2015. The decrease in inventory turns was largely due to higher inventory levels in the access equipment segment during fiscal 2016.
Operating Cash Flows
Fiscal 2016 Compared to Fiscal 2015
The Company generated $577.7 million of cash from operating activities during fiscal 2016 compared to $82.5 million during fiscal 2015. The increase in cash generated from operating activities in fiscal 2016 compared to fiscal 2015 was primarily due to a significant reduction in inventory levels in the access equipment segment in fiscal 2016 and a significant build of inventories in the access equipment and defense segments in the prior year. The access equipment segment reduced inventories (down $305.8 million) in fiscal 2016 to better align inventory levels with lower market demand. In fiscal 2015, the access equipment segment experienced an increase in inventory (up $182.8 million) as a result of the combination of a plan to level-load production during the year to address seasonal fluctuations in demand and a subsequent reduction in access equipment third and fourth quarter sales compared to previous estimates as a result of the start of a mid-cycle dip in North American demand for access equipment related to lower oil & gas related demand and lower replacement demand as a result of lower purchases of access equipment by rental companies in 2009 and 2010. In fiscal 2015, defense inventory levels grew (up $134.0 million) to support new contracts, both domestic and international. The magnitude and duration of these contracts has resulted in continued increased working capital requirements in the defense segment during fiscal 2016. Defense segment inventory is expected to remain at current levels as a result of increased demand.
Fiscal 2015 Compared to Fiscal 2014
The Company generated $82.5 million of cash from operating activities during fiscal 2015 compared to $170.4 million during fiscal 2014. The decrease in cash generated from operating activities in fiscal 2015 compared to fiscal 2014 was primarily due to lower operating income and higher inventory levels in the access equipment and defense segments at September 30, 2015, partially offset by increased customer advances on higher order backlog in the fire & emergency segment. Increased inventory in the access equipment segment (up $182.8 million) resulted from the combination of a plan to level-load production during the year to address seasonal fluctuations in demand and a subsequent reduction in access equipment third and fourth quarter sales compared to previous estimates as a result of the start of a mid-cycle dip in North American demand for access equipment related to lower oil & gas related demand and lower replacement demand as a result of lower purchases of access equipment by rental companies in 2009 and 2010. Defense inventory levels grew (up $134.0 million) to support new contracts, both domestic and international. The magnitude and duration of these contracts has resulted in heightened working capital requirements in the defense segment.
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Investing Cash Flows
Fiscal 2016 Compared to Fiscal 2015
Net cash used in investing activities in fiscal 2016 was $89.2 million compared to $140.1 million in fiscal 2015. Additions to property, plant and equipment of $92.5 million in fiscal 2016 reflected a decrease in capital spending of $39.2 million compared to fiscal 2015. In fiscal 2015, the Company increased investments in property, plant and equipment to fund the Company's vertical integration strategy and global information systems replacement initiative.
Fiscal 2015 Compared to Fiscal 2014
Net cash used in investing activities in fiscal 2015 was $140.1 million compared to $114.8 million in fiscal 2014. Additions to property, plant and equipment of $131.7 million in fiscal 2015 reflected an increase in capital spending of $39.5 million compared to fiscal 2014 as a result of investments in the Company's vertical integration strategy and global information systems replacement initiative.
Financing Cash Flows
Fiscal 2016 Compared to Fiscal 2015
Financing activities resulted in a net use of cash of $215.8 million in fiscal 2016 compared to $212.9 million in fiscal 2015. The Company utilized cash flow from operations to repay $63.5 million on its Revolving Credit Facility in fiscal 2016 as compared to borrowing $63.5 million on its Revolving Credit Facility in fiscal 2015 to fund operations. In fiscal 2016 and 2015, the Company repurchased approximately 2.5 million and 4.9 million shares of its Common Stock, respectively, under its share repurchase authorization at an aggregate cost of $100.1 million and $200.4 million, respectively. At September 30, 2016, the Company had approximately 7.5 million shares of Common Stock remaining under a repurchase authorization approved by the Company's Board of Directors in August 2015. The Company targets returning half of its free cash flows (defined as “cash flows from operations” less “additions to property, plant and equipment” less “additions to equipment held for rental” plus “proceeds from sale of equipment held for rental”) to shareholders over the course of the operating cycle. The Company plans to be opportunistic with share repurchases. It may take a number of years to repurchase the remaining 7.5 million shares currently authorized for repurchase or the Company could accelerate the repurchase pace depending on the Company's share price performance. In addition, the Company paid dividends of $55.9 million and $53.1 million in fiscal 2016 and 2015, respectively. The Company subsequently increased its dividend rate by approximately 11% in November 2016.
Fiscal 2015 Compared to Fiscal 2014
Financing activities resulted in a net use of cash of $212.9 million in fiscal 2015 compared to $476.0 million in fiscal 2014. The Company made required quarterly debt payments during fiscal 2015 totaling $20.0 million compared to $37.5 million in fiscal 2014. The Company also prepaid $22.5 million of term debt in fiscal 2014 as part of refinancing the Credit Agreement. In fiscal 2015 and 2014, the Company repurchased approximately 4.9 million and 8.3 million shares of its Common Stock, respectively, under its share repurchase authorization at an aggregate cost of $200.4 million and $403.3 million, respectively. In addition, the Company paid dividends of $53.1 million and $50.7 million in fiscal 2015 and 2014, respectively.
Liquidity
Senior Secured Credit Agreement
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 due in quarterly principal installments of $5.0 million with a balloon payment of $310.0 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 by $250.0 million to an aggregate maximum amount of $850.0 million. Refer to Note 9 of the Notes to Consolidated Financial Statements for additional information regarding the Credit Agreement.
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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.
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.
Covenant Compliance
The Credit Agreement contains various restrictions and covenants, including requirements that the Company maintain certain financial ratios at prescribed levels and restrictions, subject to certain exceptions, on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, incur additional indebtedness, 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 1.0. |
• | 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. |
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 Standard & Poor’s Ratings Group or Moody’s Investor Service Inc. 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 1.0, 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 September 30, 2016 and expects to be able to meet the financial covenants contained in the Credit Agreement over the next twelve months.
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. |
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Senior Notes
On 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.
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 23 of the Notes to Consolidated Financial Statements for separate financial information of the subsidiary guarantors.
Refer to Note 9 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s outstanding debt as of September 30, 2016.
Contractual Obligations, Commitments and Off-Balance Sheet Arrangements
Following is a summary of the Company’s contractual obligations and payments due by period following September 30, 2016 (in millions):
Payments Due by Period | |||||||||||||||||||
Less Than | More Than | ||||||||||||||||||
Total | 1 Year | 1-3 Years | 3-5 Years | 5 Years | |||||||||||||||
Long-term debt (including interest)(1) | $ | 1,056.7 | $ | 54.0 | $ | 398.5 | $ | 53.8 | $ | 550.4 | |||||||||
Operating leases | 78.9 | 26.6 | 32.2 | 15.8 | 4.3 | ||||||||||||||
Purchase obligations(2) | 786.3 | 785.8 | 0.5 | — | — | ||||||||||||||
Other long-term liabilities: | |||||||||||||||||||
Uncertain tax positions(3) | — | — | — | — | — | ||||||||||||||
Other(4) | 599.8 | 30.5 | 74.5 | 50.8 | 444.0 | ||||||||||||||
$ | 2,521.7 | $ | 896.9 | $ | 505.7 | $ | 120.4 | $ | 998.7 | ||||||||||
_________________________
(1) | Interest was calculated based upon the interest rate in effect on September 30, 2016. |
(2) | The Company utilizes blanket purchase orders to communicate expected annual requirements to many of its suppliers or contractors. Requirements under blanket purchase orders generally do not become “firm” until four weeks prior to the Company’s scheduled unit production. The purchase obligations amounts included above represent the values of commitments considered firm, plus the value of all outstanding subcontracts. |
(3) | Due to the uncertainty of the timing of settlement with taxing authorities, the Company is unable to make reasonably reliable estimates of the period of cash settlement of unrecognized tax benefits for the remaining uncertain tax liabilities. Therefore, $37.4 million of unrecognized tax benefits as of September 30, 2016 have been excluded from the Contractual Obligations table above. See Note 18 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s unrecognized tax benefits as of September 30, 2016. |
(4) | Represents other long-term liabilities on the Company's Consolidated Balance Sheet, including the current portion of these liabilities. The projected timing of cash flows associated with these obligations is based on management's estimates, which are based largely on historical experience. This amount also includes all liabilities under the Company's pension and other postretirement benefit plans. See Note 17 of the Notes to Consolidated Financial Statements for information regarding these liabilities and the plan assets available to satisfy them. |
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The following is a summary of the Company’s commitments by period following September 30, 2016 (in millions):
Amount of Commitment Expiration Per Period | |||||||||||||||||||
Less Than | More Than | ||||||||||||||||||
Total | 1 Year | 1-3 Years | 3-5 Years | 5 Years | |||||||||||||||
Customer financing guarantees to third parties | $ | 116.3 | $ | 26.0 | $ | 37.4 | $ | 30.8 | $ | 22.1 | |||||||||
Standby letters of credit | 110.8 | 63.4 | 47.2 | 0.2 | — | ||||||||||||||
$ | 227.1 | $ | 89.4 | $ | 84.6 | $ | 31.0 | $ | 22.1 | ||||||||||
The Company incurs contingent limited recourse liabilities with respect to customer financing activities primarily in the access equipment segment. For additional information relative to guarantees, see Note 11 of the Notes to Consolidated Financial Statements.
Fiscal 2017 Outlook
The Company believes consolidated net sales will increase 3.5% to 6.7% in fiscal 2017 compared to fiscal 2016, resulting in consolidated sales of between $6.5 billion and $6.7 billion. The defense segment is expected to be the largest driver of the increase in sales, overcoming an expected decline in access equipment segment sales. Sales in the fire & emergency and commercial segments are also expected to be higher in fiscal 2017 as compared to fiscal 2016. The Company expects consolidated operating income will be in the range of $390 million to $430 million, with earnings per share of approximately $3.00 to $3.40 assuming a full year average share count of approximately 74.5 million shares. The Company expects weakness in the access equipment segment to be overcome by stronger collective performance in the defense, fire & emergency and commercial segments.
The Company believes access equipment segment sales will be between $2.7 billion and $2.8 billion in fiscal 2017, representing a decrease of 7% to 10% compared to fiscal 2016. The Company expects the sales decrease will be driven by continued lower replacement demand in North America. The Company expects operating income margins in the access equipment segment will be in the range of 7.75% to 8.5%, reflecting the continued challenging pricing environment, foreign exchange headwinds and higher overall material costs, partially offset by modestly higher absorption and the impact of cost reduction initiatives.
The Company expects that defense segment sales will be approximately $1.85 billion in fiscal 2017, an increase of approximately 37% from fiscal 2016 sales. The increase in defense segment sales is expected to be driven by higher international M-ATV deliveries. The Company expects the defense segment to sell approximately 1,000 international M-ATVs in fiscal 2017. The ramp up of JLTV deliveries in fiscal 2017 is also expected to contribute to the higher year-over-year sales. The Company expects the defense segment will sell approximately 750 JLTVs in fiscal 2017. The Company believes operating income margins in this segment will increase slightly to approximately 9.5%, driven by a higher mix of M-ATVs versus fiscal 2016, partially offset by bid and proposal and vehicle testing costs for the FMTV contract re-competition and higher international marketing costs for JLTVs.
The Company expects fire & emergency segment sales will be approximately $1.0 billion in fiscal 2017, reflecting the continued recovery in the municipal fire apparatus market and the full year benefit from higher production rates implemented in fiscal 2016. The Company expects operating income margins in this segment to increase to approximately 8.5% in fiscal 2017 driven by further operational efficiency gains and improved absorption on modestly higher sales.
The Company believes commercial segment sales will be approximately $1.0 billion in fiscal 2017, a 2% improvement over fiscal 2016. The Company expects the cautious approach to concrete mixer purchases shown by concrete producers in fiscal 2016 to continue into fiscal 2017. The Company also expects refuse collection vehicle market growth to moderate after several years of solid growth. The Company expects operating income margins in this segment to be approximately 6.75% in fiscal 2017.
The Company expects corporate expenses in fiscal 2017 will be between $140 million and $145 million. The Company estimates its effective tax rate for fiscal 2017 will be up approximately 300 basis points to 33%. The Company does not expect fiscal 2016 benefits of a change in filing position (90 basis points) and discrete tax optimization benefits (110 basis points) to benefit the fiscal 2017 effective tax rate.
The Company expects the first quarter of fiscal 2017 to be the weakest quarter of fiscal 2017 due to seasonal factors. The Company also expects earnings per share in the first quarter of fiscal 2017 to be lower than the prior-year quarter as the first quarter
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of fiscal 2016 included the sale of more than 200 M-ATVs in the defense segment. The Company does not expect to sell any M-ATVs in the first quarter of fiscal 2017.
Critical Accounting Policies
The Company’s significant accounting policies are described in Note 2 of the Notes to Consolidated Financial Statements. The Company considers the following policy to be the most critical in understanding the judgments that are involved in the preparation of the Company’s consolidated financial statements and the uncertainties that could impact the Company’s financial condition, results of operations and cash flows.
Revenue Recognition. The Company recognizes revenue on equipment and parts sales when contract terms are met, collectability is reasonably assured and a product is shipped or risk of ownership has been transferred to and accepted by the customer. Revenue from service agreements is recognized as earned, when services have been rendered. Appropriate provisions are made for discounts, returns and sales allowances. Sales are recorded net of amounts invoiced for taxes imposed on the customer such as excise or value-added taxes.
Sales to the U.S. government of non-commercial products manufactured to the government’s specifications are recognized under percentage-of-completion accounting using either the units-of-delivery method or cost-to-cost method to measure contract performance. Under the units-of-delivery method, the Company records sales as units are accepted by the DoD generally based on unit sales values stated in the respective contracts. Costs of sales are based on actual costs incurred to produce the units delivered under the contract. Under the cost-to-cost method, sales, including estimated margins, are recognized as contract costs are incurred. The measurement method selected is generally determined based on the nature of the contract. The Company includes amounts representing contract change orders, claims or other items in sales only when they can be reliably estimated and realization is probable. The Company has significant experience in contracting and producing vehicles for the defense industry, which has resulted in a history of making reasonable estimates of revenues and costs when measuring progress toward contract completion. The Company charges anticipated losses on contracts or programs in progress to earnings when identified. Approximately 19% of the Company’s revenues for fiscal 2016 were recognized under the percentage-of-completion accounting method.
Critical Accounting Estimates
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on the Company's Consolidated Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect reported amounts and related disclosures. On an ongoing basis, management evaluates and updates its estimates. Management employs judgment in making its estimates but they are based on historical experience and currently available information and various other assumptions that the Company believes to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results could differ from those estimates. Management believes that its judgment is applied consistently and produces financial information that fairly depicts the results of operations for all periods presented.
Percentage-of-Completion Accounting. The percentage-of-completion accounting method is used to account for long-term contracts that involve the design, development, manufacture, or modification of complex equipment to a buyers specification. Contracts accounted for under this method generally are long-term in nature and may involve related services. Revenue is recognized on these types of contracts based on the extent of progress toward completion of the overall contract. The determination of the method to measure progress toward completion of a contract requires judgment, which is generally dependent on the nature of the Company's obligations under the contract. Under the units-of-delivery measure of progress, the extent of progress on a contract is measured as units are accepted by the DoD generally based on unit sales values stated in the respective contracts. Costs of sales are based on actual costs incurred to produce the units delivered under the contract. Under the cost-to-cost measure of progress, the extent of progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at the completion of the contract. Revenues, including margins, are recorded as costs are incurred. The revenue and cost estimates used under the cost-to-cost measurement method are complex and involve significant judgment. The Company has implemented a rigorous Estimate at Completion (EAC) process that requires management to perform a detailed evaluation of contract progress and performance on at least a quarterly basis. During this process all key inputs and variables that may impact contract performance are analyzed and the EAC is updated for any changes. Adjustments to revenue, costs and operating income resulting from this process are recorded in the period they become known.
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Allowance for Doubtful Accounts. The allowance for doubtful accounts requires management to estimate a customer’s ability to satisfy its obligations. The estimate of the allowance for doubtful accounts is particularly critical in the Company’s access equipment segment. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the net recognized receivable to the amount reasonably expected to be collected. Additional reserves are established based upon the Company’s perception of the quality of the current receivables, including the length of time the receivables are past due, past experience of collectability and underlying economic conditions. At September 30, 2016, reserves for potentially uncollectible receivables totaled $21.2 million. If the financial condition of the Company’s customers were to deteriorate resulting in an impairment of their ability to make payments, additional reserves would be required.
Inventories. Inventories are stated at the lower of cost or market (LCM) value. In valuing inventory, the Company is required to make assumptions regarding the level of reserves required to value potentially obsolete or over-valued items. These assumptions require the Company to analyze the aging of and forecasted demand for its inventory, forecast future product sales prices, pricing trends and margins, and to make judgments and estimates regarding obsolete or excess inventory. Future product sales prices, pricing trends and margins are based on the best available information at that time including actual orders received, negotiations with customers for future orders, including their plans for expenditures, and market trends for similar products. The Company's judgments and estimates for excess or obsolete inventory are based on analysis of actual and forecasted usage. The valuation of used equipment taken in trade from customers requires the Company to use the best information available to determine the value of the equipment to potential customers. This value is subject to change based on numerous conditions. Inventory reserves are established taking into account age, frequency of use, or sale, and in the case of repair parts, the installed base of machines. While calculations are made involving these factors, significant management judgment regarding expectations for future events is involved. Future events that could significantly influence the Company's judgment and related estimates include general economic conditions in markets where the Company's products are sold, new equipment price fluctuations, actions of the Company's competitors, including the introduction of new products and technological advances. The Company makes adjustments to its inventory reserves based on the identification of specific situations and increases its inventory reserves accordingly. At September 30, 2016, inventory had been reduced by $80.1 million as a result of LCM valuation and reserves for excess and obsolescence.
Impairment of Goodwill and Indefinite-Lived Intangible Assets. Goodwill and indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the assets might be impaired. Such circumstances include a significant adverse change in the business climate for one of the Company's reporting units, a material negative change in relationships with significant customers, or strategic decisions made in response to economic and competitive conditions. The Company performs its annual review at the beginning of the fourth quarter of each fiscal year.
The Company evaluates the recoverability of goodwill by estimating the fair value of the businesses to which the goodwill relates. A reporting unit is an operating segment or, under certain circumstances, a component of an operating segment that constitutes a business. When the fair value of the reporting unit is less than the carrying value of the reporting unit, a further analysis is performed to measure and recognize the amount of the impairment loss, if any. Impairment losses, limited to the carrying value of goodwill, represent the excess of the carrying amount of a reporting unit’s goodwill over the implied fair value of that goodwill.
The Company evaluates the recoverability of indefinite-lived trade names based upon a “relief from royalty” method. This methodology determines the fair value of each trade name through use of a discounted cash flow model that incorporates an estimated “royalty rate” the Company would be able to charge a third party for the use of the particular trade name. In determining the estimated future cash flows, the Company considers projected future sales, a fair market royalty rate for each applicable trade name and an appropriate discount rate to measure the present value of the anticipated cash flows.
In evaluating the recoverability of goodwill, it is necessary to estimate the fair value of the reporting units. The estimate of the fair value of the reporting units is generally determined on the basis of discounted future cash flows and a market approach. In estimating the fair value, management must make assumptions and projections regarding such items as the Company performance and profitability under existing contracts, its success in securing future business, the appropriate risk-adjusted interest rate used to discount the projected cash flows, and terminal value growth and earnings rates. The assumptions used in the estimate of fair value are generally consistent with the past performance of each reporting unit and are also consistent with the projections and assumptions that are used in current operating plans. Such assumptions are subject to change as a result of changing economic and competitive conditions.
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The rate used to discount estimated cash flows is a rate corresponding to the Company’s cost of capital, adjusted for risk where appropriate, and is dependent upon interest rates at a point in time. To assess the reasonableness of the discounted projected cash flows, the Company compares the sum of its reporting units' fair value to the Company's market capitalization and calculates an implied control premium (the excess of the sum of the reporting units' fair values over the market capitalization). The reasonableness of this control premium is evaluated by comparing it to control premiums for recent comparable market transactions. Consistent with prior years, the Company weighted the income approach more heavily (75%) as the income approach uses long-term estimates that consider the expected operating profit of each reporting unit during periods where residential and non-residential construction and other macroeconomic indicators are nearer historical averages. The Company believes the income approach more accurately considers the expected recovery in the U.S. and European construction markets than the market approach. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. It is possible that assumptions underlying the impairment analysis will change in such a manner to cause further impairment of goodwill, which could have a material impact on the Company’s results of operations. The Company completed the required goodwill impairment test as of July 1, 2016. The Company identified no indicators of goodwill impairment in the test performed as of July 1, 2016. In order to evaluate the sensitivity of any quantitative fair value calculations on the goodwill impairment test, a hypothetical 10% decrease to the fair values of any reporting unit was calculated. This hypothetical 10% decrease would still result in excess fair value over carrying value for the reporting units as of July 1, 2016.
At July 1, 2016, approximately 90% of the Company’s recorded goodwill and indefinite-lived purchased intangibles were concentrated within the JLG reporting unit in the access equipment segment. Assumptions utilized in the impairment analysis are highly judgmental. While the Company currently believes that an impairment of intangible assets at JLG is unlikely, events and conditions that could result in the impairment of intangibles at JLG include a sharp decline in economic conditions, significantly increased pricing pressure on JLG's margins or other factors leading to reductions in expected long-term sales or profitability at JLG.
Guarantees of the Indebtedness of Others. The Company enters into agreements with finance companies whereby the Company will guarantee the indebtedness of third-party end-users to whom the finance company lends to purchase the Company’s equipment. In some instances, the Company retains an obligation to the finance companies in the event the customer defaults on the financing. In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 460, Guarantees, the Company recognizes the greater of the fair value of the guarantee or the contingent liability required by FASB ASC Topic 450, Contingencies. The Company is party to multiple agreements whereby at September 30, 2016 it guaranteed an aggregate of $563.2 million in indebtedness of customers. The Company estimated that its maximum loss exposure under these contracts at September 30, 2016 was $116.3 million.
Reserves are initially established related to these guarantees at the fair value of the guarantee based upon the Company’s understanding of the current financial position of the underlying customers and based on estimates and judgments made from information available at that time in accordance with FASB ASC Topic 460, Guarantees. If the Company becomes aware of deterioration in the financial condition of the customer/borrower or of any impairment of the customer/borrower’s ability to make payments, additional allowances are considered as required by FASB ASC Topic 450, Contingencies. Although the Company may be liable for the entire amount of a customer/borrower’s financial obligation under guarantees, its losses would generally be mitigated by the value of any underlying collateral including financed equipment, the finance company’s inability to provide clear title of foreclosed equipment to the Company, loss pools established in accordance with the agreements and other conditions. During periods of economic downturn, the value of the underlying collateral supporting these guarantees can decline sharply to further increase losses in the event of a customer/borrower’s default. Reserves for guarantees of the indebtedness of others under these contracts was $8.4 million at September 30, 2016. If the financial condition of the Company’s customers were to deteriorate resulting in an impairment of their ability to make payments, additional reserves would be required.
Product Liability. Due to the nature of the Company’s products, the Company is subject to product liability claims in the normal course of business. A substantial portion of these claims and lawsuits involve the Company’s access equipment, concrete placement and refuse collection vehicle businesses, while such lawsuits in the Company’s defense and fire & emergency businesses have historically been limited. To the extent permitted under applicable law, the Company maintains insurance to reduce or eliminate risk to the Company. Most insurance coverage includes self-insured retentions that vary by business segment and by year. As of September 30, 2016, the Company was generally self-insured for future claims up to $5.0 million per claim.
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The Company establishes product liability reserves for its self-insured retention portion of any known outstanding matters based on the likelihood of loss and the Company’s ability to reasonably estimate such loss. There is inherent uncertainty as to the eventual resolution of unsettled matters due to the unpredictable nature of litigation. The Company makes estimates based on available information and the Company’s best judgment after consultation with appropriate experts. The Company periodically revises estimates based upon changes to facts or circumstances. The Company also utilizes actuarial methodologies to calculate reserves required for estimated incurred but not reported claims as well as to estimate the effect of the adverse development of claims over time. At September 30, 2016, the estimated net liabilities for product and general liability claims totaled $38.3 million.
New Accounting Standards
Refer to Note 2 of the Notes to Consolidated Financial Statements for a discussion of the impact of new accounting standards on the Company’s consolidated financial statements.
Customers and Backlog
Sales to the U.S. government comprised approximately 19% of the Company’s net sales in fiscal 2016. No other single customer accounted for more than 10% of the Company’s net sales for this period. A substantial majority of the Company’s net sales are derived from the fulfillment of customer orders that are received prior to commencing production.
The Company’s backlog as of September 30, 2016 increased 35.7% to $3.54 billion compared to $2.61 billion at September 30, 2015 due largely to an increase in the defense segment backlog as a result of new contracts in fiscal 2016. Access equipment segment backlog decreased 14.5% to $179.3 million at September 30, 2016 compared to $209.7 million at September 30, 2015 primarily due to the slowdown in North American replacement demand. Defense segment backlog increased 65.0% to $2.33 billion at September 30, 2016 compared to $1.41 billion at September 30, 2015 primarily due to the receipt of a large international contract for the delivery of M-ATVs, higher order levels on the FHTV and FMTV programs and increased funding for the JLTV program. Defense segment backlog at September 30, 2016 includes orders under the recently extended FMTV contract. A third party protest of the FMTV contract extension was subsequently withdrawn. Fire & emergency segment backlog increased 7.9% to $852.9 million at September 30, 2016 compared to $790.7 million at September 30, 2015 due largely to increased orders for domestic fire trucks as a result of continued market recovery and share gains. Commercial segment backlog decreased 10.2% to $173.3 million at September 30, 2016 compared to $193.0 million at September 30, 2015. Unit backlog for concrete mixers and refuse collection vehicles as of September 30, 2016 was down 18.8% and 29.7%, respectively, compared to September 30, 2015 due to continued softness in the concrete mixer market and the timing of fleet replacement demand for refuse collection vehicles.
Reported backlog excludes purchase options and announced orders for which definitive contracts have not been executed. Backlog information and comparisons thereof as of different dates may not be accurate indicators of future sales or the ratio of the Company’s future sales to the DoD versus its sales to other customers. Approximately 18% of the Company’s September 30, 2016 backlog is not expected to be filled in fiscal 2017.
Financial Market Risk
The Company is exposed to market risk from changes in interest rates, certain commodity prices and foreign currency exchange rates. To reduce the risk from changes in foreign currency exchange and interest rates, the Company selectively uses financial instruments. All hedging transactions are authorized and executed pursuant to clearly defined policies and procedures, which strictly prohibit the use of financial instruments for speculative purposes.
Interest Rate Risk. The Company’s earnings exposure related to adverse movements in interest rates is primarily derived from outstanding floating rate debt instruments that are indexed to short-term market interest rates. In this regard, changes in U.S. and off-shore interest rates affect interest payable on the Company’s borrowings under its Credit Agreement. Based on debt outstanding at September 30, 2016, a 100 basis point increase or decrease in the average cost of the Company’s variable rate debt would increase or decrease annual pre-tax interest expense by approximately $3.5 million.
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The table below provides information about the Company’s debt obligations, which are sensitive to changes in interest rates (dollars in millions):
Expected Maturity Date | |||||||||||||||||||||||||||||||
2017 | 2018 | 2019 | 2020 | 2021 | Thereafter | Total | Fair Value | ||||||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||||||||
Long-term debt: | |||||||||||||||||||||||||||||||
Variable rate ($US) | $ | 20.0 | $ | 20.0 | $ | 315.0 | $ | — | $ | — | $ | — | $ | 355.0 | $ | 355.0 | |||||||||||||||
Average interest rate | 2.4248 | % | 2.5648 | % | 2.6345 | % | — | % | — | % | — | % | 2.6187 | % | |||||||||||||||||
Fixed rate ($US) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 500.0 | $ | 500.0 | $ | 525.0 | |||||||||||||||
Average interest rate | 5.3750 | % | 5.3750 | % | 5.3750 | % | 5.3750 | % | 5.3750 | % | 5.3750 | % | 5.3750 | % | |||||||||||||||||
The table presents principal cash flows and related weighted-average interest rates by expected maturity dates. Weighted-average variable rates are based on implied forward rates in the yield curve at the reporting date.
Commodity Price Risk. The Company is a purchaser of certain commodities, including steel, aluminum and composites. In addition, the Company is a purchaser of components and parts containing various commodities, including steel, aluminum, rubber and others which are integrated into the Company’s end products. The Company generally buys these commodities and components based upon market prices that are established with the vendor as part of the purchase process. The Company does not use commodity financial instruments to hedge commodity prices.
The Company generally obtains firm quotations from its suppliers for a significant portion of its orders under firm, fixed-price contracts in its defense segment. In the Company’s access equipment, fire & emergency and commercial segments, the Company generally attempts to obtain firm pricing from most of its suppliers, consistent with backlog requirements and/or forecasted annual sales. To the extent that commodity prices increase and the Company does not have firm pricing from its suppliers, or its suppliers are not able to honor such prices, then the Company may experience margin declines to the extent it is not able to increase selling prices of its products.
Foreign Currency Risk. The Company’s operations consist of manufacturing in the U.S., Belgium, Mexico, Canada, France, Australia, Romania, the United Kingdom and China and sales and limited vehicle body mounting activities on five continents. International sales comprised approximately 24% of overall net sales in fiscal 2016, of which approximately 70% involved exports from the U.S. The majority of export sales in fiscal 2016 were denominated in U.S. dollars. As a result of the manufacture and sale of the Company’s products in foreign markets, the Company’s earnings are affected by fluctuations in the value of foreign currencies in which certain of the Company’s transactions are denominated as compared to the value of the U.S. dollar. The Company’s operating results are principally exposed to changes in exchange rates between the U.S. dollar and the European currencies, primarily the Euro and the U.K. pound sterling, changes between the U.S. dollar and the Australian dollar, changes between the U.S. dollar and the Brazilian real, changes between the U.S. dollar and the Mexican peso and changes between the U.S. dollar and the Chinese renminbi.
The Company enters into certain forward foreign currency exchange contracts to mitigate the Company’s foreign currency exchange risk on monetary assets or liabilities. These contracts qualify as derivative instruments under FASB ASC Topic 815, Derivatives and Hedging; however, the Company has not designated all of these instruments as hedge transactions under ASC Topic 815. Accordingly, the mark-to-market impact of these derivatives is recorded each period to current earnings along with the offsetting foreign currency transaction gain/loss recognized on the related balance sheet exposure. At September 30, 2016, the Company was managing $111.6 million (notional) of foreign currency contracts, including $110.5 million (notional) which were not designated as accounting hedges. All outstanding foreign currency contracts as of September 30, 2016 will settle within 365 days.
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The following table quantifies outstanding forward foreign exchange contracts intended to hedge non-U.S. dollar denominated cash, receivables and payables and the corresponding U.S. dollar impact on the value of these instruments assuming a 10% appreciation/depreciation of the sell currency at September 30, 2016 (dollars in millions):
Foreign Exchange Gain/(Loss) From: | ||||||||||||||||||
Notional Amount | Average Contractual Exchange Rate | Fair Value | 10% Appreciation of Sell Currency | 10% Depreciation of Sell Currency | ||||||||||||||
Sell AUD / Buy USD | $ | 42.6 | 0.7662 | $ | — | $ | 4.3 | $ | (4.3 | ) | ||||||||
Sell EUR / Buy SEK | 20.4 | 9.5144 | (0.3 | ) | 2.3 | (1.9 | ) | |||||||||||
Sell USD / Buy EUR | 14.2 | 1.1264 | — | (1.4 | ) | 1.4 | ||||||||||||
Sell CAD / Buy EUR | 12.8 | 1.4700 | — | (0.7 | ) | 0.7 | ||||||||||||
Sell EUR / Buy USD | 10.7 | 1.1263 | — | 1.1 | (1.1 | ) | ||||||||||||
Sell EUR / Buy CAD | 6.6 | 1.4726 | — | 0.1 | (0.1 | ) | ||||||||||||
Sell USD / Buy GBP | 3.2 | 1.3299 | (0.1 | ) | (0.3 | ) | 0.3 | |||||||||||
Sell CAN / Buy USD | 1.1 | 1.2545 | — | (0.1 | ) | 0.1 | ||||||||||||
As previously noted, the Company’s policy prohibits the trading of financial instruments for speculative purposes or the use of leveraged instruments. It is important to note that gains and losses indicated in the sensitivity analysis would be offset by gains and losses on the underlying receivables and payables.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Market Risk” contained in Item 7 of this Form 10-K is hereby incorporated by reference in answer to this item.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Oshkosh Corporation
Oshkosh, Wisconsin
We have audited the accompanying consolidated balance sheets of Oshkosh Corporation and subsidiaries (the “Company”) as of September 30, 2016 and 2015, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended September 30, 2016. Our audits also included the consolidated financial statement schedule listed in the Table of Contents at Item 15. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Oshkosh Corporation and subsidiaries at September 30, 2016 and 2015 and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of September 30, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 22, 2016, expressed an unqualified opinion on the Company's internal control over financial reporting.
/s/ Deloitte & Touche LLP
Milwaukee, Wisconsin
November 22, 2016
49
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Oshkosh Corporation
Oshkosh, Wisconsin
We have audited the internal control over financial reporting of Oshkosh Corporation and subsidiaries (the “Company”) as of September 30, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2016, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended September 30, 2016 of the Company and our report dated November 22, 2016 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.
/s/ Deloitte & Touche LLP
Milwaukee, Wisconsin
November 22, 2016
50
OSHKOSH CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Net sales | $ | 6,279.2 | $ | 6,098.1 | $ | 6,808.2 | |||||
Cost of sales | 5,223.4 | 5,058.9 | 5,625.5 | ||||||||
Gross income | 1,055.8 | 1,039.2 | 1,182.7 | ||||||||
Operating expenses: | |||||||||||
Selling, general and administrative | 612.4 | 587.4 | 624.1 | ||||||||
Amortization of purchased intangibles | 52.5 | 53.2 | 55.3 | ||||||||
Asset impairment charge | 26.9 | — | — | ||||||||
Total operating expenses | 691.8 | 640.6 | 679.4 | ||||||||
Operating income | 364.0 | 398.6 | 503.3 | ||||||||
Other income (expense): | |||||||||||
Interest expense | (60.4 | ) | (70.1 | ) | (71.4 | ) | |||||
Interest income | 2.1 | 2.5 | 2.0 | ||||||||
Miscellaneous, net | 1.3 | (4.9 | ) | (2.0 | ) | ||||||
Income before income taxes and equity in earnings of unconsolidated affiliates | 307.0 | 326.1 | 431.9 | ||||||||
Provision for income taxes | 92.4 | 99.2 | 125.0 | ||||||||
Income before equity in earnings of unconsolidated affiliates | 214.6 | 226.9 | 306.9 | ||||||||
Equity in earnings of unconsolidated affiliates | 1.8 | 2.6 | 2.4 | ||||||||
Net income | $ | 216.4 | $ | 229.5 | $ | 309.3 | |||||
Earnings per share attributable to common shareholders: | |||||||||||
Basic | $ | 2.94 | $ | 2.94 | $ | 3.66 | |||||
Diluted | 2.91 | 2.90 | 3.61 | ||||||||
The accompanying notes are an integral part of these financial statements
51
OSHKOSH CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Net income | $ | 216.4 | $ | 229.5 | $ | 309.3 | |||||
Other comprehensive income (loss), net of tax: | |||||||||||
Employee pension and postretirement benefits | (27.5 | ) | (2.2 | ) | (21.2 | ) | |||||
Currency translation adjustments | (3.0 | ) | (73.1 | ) | (33.4 | ) | |||||
Change in fair value of derivative instruments | (0.1 | ) | 0.1 | — | |||||||
Total other comprehensive income (loss), net of tax | (30.6 | ) | (75.2 | ) | (54.6 | ) | |||||
Comprehensive income | $ | 185.8 | $ | 154.3 | $ | 254.7 | |||||
The accompanying notes are an integral part of these financial statements
52
OSHKOSH CORPORATION
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share amounts)
September 30, | |||||||
2016 | 2015 | ||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 321.9 | $ | 42.9 | |||
Receivables, net | 1,021.9 | 964.6 | |||||
Inventories, net | 979.8 | 1,301.7 | |||||
Other current assets | 93.9 | 67.9 | |||||
Total current assets | 2,417.5 | 2,377.1 | |||||
Property, plant and equipment, net | 452.1 | 475.8 | |||||
Goodwill | 1,003.5 | 1,001.1 | |||||
Purchased intangible assets, net | 553.5 | 606.7 | |||||
Other long-term assets | 87.2 | 92.0 | |||||
Total assets | $ | 4,513.8 | $ | 4,552.7 | |||
Liabilities and Shareholders' Equity | |||||||
Current liabilities: | |||||||
Revolving credit facility and current maturities of long-term debt | $ | 20.0 | $ | 83.5 | |||
Accounts payable | 466.1 | 552.8 | |||||
Customer advances | 471.8 | 440.2 | |||||
Payroll-related obligations | 147.9 | 116.6 | |||||
Other current liabilities | 261.8 | 265.0 | |||||
Total current liabilities | 1,367.6 | 1,458.1 | |||||
Long-term debt, less current maturities | 826.2 | 844.3 | |||||
Deferred income taxes, net | 11.3 | 42.1 | |||||
Other long-term liabilities | 332.2 | 297.1 | |||||
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 | 782.3 | 771.5 | |||||
Retained earnings | 2,177.0 | 2,016.5 | |||||
Accumulated other comprehensive loss | (175.0 | ) | (144.4 | ) | |||
Common Stock in treasury, at cost (18,175,669 and 16,647,031 shares, respectively) | (808.7 | ) | (733.4 | ) | |||
Total shareholders’ equity | 1,976.5 | 1,911.1 | |||||
Total liabilities and shareholders' equity | $ | 4,513.8 | $ | 4,552.7 | |||
The accompanying notes are an integral part of these financial statements
53
OSHKOSH CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In millions, except per share amounts)
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 | — | — | 309.3 | — | — | 309.3 | |||||||||||||||||
Employee pension and postretirement benefits, net of tax of ($12.4) | — | — | — | (21.2 | ) | — | (21.2 | ) | |||||||||||||||
Currency translation adjustments | — | — | — | (33.4 | ) | — | (33.4 | ) | |||||||||||||||
Cash dividends ($0.60 per share) | — | — | (50.7 | ) | — | — | (50.7 | ) | |||||||||||||||
Repurchases of Common Stock | — | — | — | — | (403.3 | ) | (403.3 | ) | |||||||||||||||
Exercise of stock options | — | 6.2 | — | — | 44.7 | 50.9 | |||||||||||||||||
Stock-based compensation expense | — | 25.0 | — | — | — | 25.0 | |||||||||||||||||
Excess tax benefit from stock-based compensation | — | 6.4 | — | — | — | 6.4 | |||||||||||||||||
Payment of earned performance shares | — | (5.1 | ) | — | — | 5.1 | — | ||||||||||||||||
Shares tendered for taxes on stock-based compensation | — | — | — | — | (6.2 | ) | (6.2 | ) | |||||||||||||||
Other | — | (0.1 | ) | — | — | 0.5 | 0.4 | ||||||||||||||||
Balance at September 30, 2014 | 0.9 | 758.0 | 1,840.1 | (69.2 | ) | (544.8 | ) | 1,985.0 | |||||||||||||||
Net income | — | — | 229.5 | — | — | 229.5 | |||||||||||||||||
Employee pension and postretirement benefits, net of tax of ($1.2) | — | — | — | (2.2 | ) | — | (2.2 | ) | |||||||||||||||
Currency translation adjustments | — | — | — | (73.1 | ) | — | (73.1 | ) | |||||||||||||||
Cash dividends ($0.68 per share) | — | — | (53.1 | ) | — | — | (53.1 | ) | |||||||||||||||
Repurchases of Common Stock | — | — | — | — | (200.4 | ) | (200.4 | ) | |||||||||||||||
Exercise of stock options | — | 0.3 | — | — | 8.3 | 8.6 | |||||||||||||||||
Stock-based compensation expense | — | 21.4 | — | — | — | 21.4 | |||||||||||||||||
Excess tax benefit from stock-based compensation | — | 3.8 | — | — | — | 3.8 | |||||||||||||||||
Payment of earned performance shares | — | (7.4 | ) | — | — | 7.4 | — | ||||||||||||||||
Shares tendered for taxes on stock-based compensation | — | — | — | — | (8.9 | ) | (8.9 | ) | |||||||||||||||
Derivative instruments | — | — | — | 0.1 | — | 0.1 | |||||||||||||||||
Other | — | (4.6 | ) | — | — | 5.0 | 0.4 | ||||||||||||||||
Balance at September 30, 2015 | 0.9 | 771.5 | 2,016.5 | (144.4 | ) | (733.4 | ) | 1,911.1 | |||||||||||||||
Net income | — | — | 216.4 | — | — | 216.4 | |||||||||||||||||
Employee pension and postretirement benefits, net of tax of ($14.2) | — | — | — | (27.5 | ) | — | (27.5 | ) | |||||||||||||||
Currency translation adjustments | — | — | — | (3.0 | ) | — | (3.0 | ) | |||||||||||||||
Cash dividends ($0.76 per share) | — | — | (55.9 | ) | — | — | (55.9 | ) | |||||||||||||||
Repurchases of Common Stock | — | — | — | — | (100.1 | ) | (100.1 | ) | |||||||||||||||
Exercise of stock options | — | 0.5 | — | — | 21.2 | 21.7 | |||||||||||||||||
Stock-based compensation expense | — | 18.7 | — | — | — | 18.7 | |||||||||||||||||
Excess tax benefit from stock-based compensation | — | 1.1 | — | — | — | 1.1 | |||||||||||||||||
Payment of earned performance shares | — | (2.6 | ) | — | — | 2.6 | — | ||||||||||||||||
Shares tendered for taxes on stock-based compensation | — | — | — | — | (6.2 | ) | (6.2 | ) | |||||||||||||||
Derivative instruments | — | — | — | (0.1 | ) | — | (0.1 | ) | |||||||||||||||
Other | — | (6.9 | ) | — | — | 7.2 | 0.3 | ||||||||||||||||
Balance at September 30, 2016 | $ | 0.9 | $ | 782.3 | $ | 2,177.0 | $ | (175.0 | ) | $ | (808.7 | ) | $ | 1,976.5 | |||||||||
The accompanying notes are an integral part of these financial statements
54
OSHKOSH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Operating activities: | |||||||||||
Net income | $ | 216.4 | $ | 229.5 | $ | 309.3 | |||||
Asset impairment charge | 26.9 | — | — | ||||||||
Depreciation and amortization | 128.8 | 124.5 | 126.8 | ||||||||
Stock-based compensation expense | 18.7 | 21.4 | 25.0 | ||||||||
Deferred income taxes | (17.0 | ) | (12.2 | ) | (19.8 | ) | |||||
Foreign currency transaction (gains) losses | (1.1 | ) | 10.4 | (2.3 | ) | ||||||
Gain on sale of assets | (19.1 | ) | (9.3 | ) | (3.5 | ) | |||||
Other non-cash adjustments | 0.3 | 14.1 | 7.8 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Receivables, net | (39.6 | ) | (13.9 | ) | (195.6 | ) | |||||
Inventories, net | 327.2 | (378.8 | ) | (153.4 | ) | ||||||
Other current assets | (19.0 | ) | (1.7 | ) | (6.8 | ) | |||||
Accounts payable | (87.6 | ) | (28.7 | ) | 62.4 | ||||||
Customer advances | 31.6 | 130.1 | 15.8 | ||||||||
Payroll-related obligations | 25.0 | (37.2 | ) | (4.8 | ) | ||||||
Income taxes | (14.0 | ) | 17.6 | 74.3 | |||||||
Other current liabilities | 10.8 | (9.1 | ) | (89.8 | ) | ||||||
Other long-term assets and liabilities | (10.6 | ) | 25.8 | 25.0 | |||||||
Total changes in operating assets and liabilities | 223.8 | (295.9 | ) | (272.9 | ) | ||||||
Net cash provided by operating activities | 577.7 | 82.5 | 170.4 | ||||||||
Investing activities: | |||||||||||
Additions to property, plant and equipment | (92.5 | ) | (131.7 | ) | (92.2 | ) | |||||
Additions to equipment held for rental | (34.8 | ) | (26.3 | ) | (32.7 | ) | |||||
Acquisition of a business, net of cash acquired | — | (10.0 | ) | — | |||||||
Proceeds from sale of equipment held for rental | 40.2 | 26.8 | 12.8 | ||||||||
Other investing activities | (2.1 | ) | 1.1 | (2.7 | ) | ||||||
Net cash used by investing activities | (89.2 | ) | (140.1 | ) | (114.8 | ) | |||||
Financing activities: | |||||||||||
Repayments of debt (original maturities greater than three months) | (373.5 | ) | (365.0 | ) | (710.0 | ) | |||||
Proceeds from issuance of debt (original maturities greater than three months) | 323.5 | 375.0 | 650.0 | ||||||||
Net increase (decrease) in short-term debt | (33.5 | ) | 33.5 | — | |||||||
Repurchases of Common Stock | (100.1 | ) | (200.4 | ) | (403.3 | ) | |||||
Debt issuance costs | — | (15.5 | ) | (19.1 | ) | ||||||
Proceeds from exercise of stock options | 21.7 | 8.6 | 50.9 | ||||||||
Dividends paid | (55.9 | ) | (53.1 | ) | (50.7 | ) | |||||
Excess tax benefit from stock-based compensation | 2.0 | 4.0 | 6.2 | ||||||||
Net cash used by financing activities | (215.8 | ) | (212.9 | ) | (476.0 | ) | |||||
Effect of exchange rate changes on cash | 6.3 | (0.4 | ) | 0.7 | |||||||
Increase (decrease) in cash and cash equivalents | 279.0 | (270.9 | ) | (419.7 | ) | ||||||
Cash and cash equivalents at beginning of year | 42.9 | 313.8 | 733.5 | ||||||||
Cash and cash equivalents at end of year | $ | 321.9 | $ | 42.9 | $ | 313.8 | |||||
Supplemental disclosures: | |||||||||||
Cash paid for interest | $ | 54.7 | $ | 51.0 | $ | 56.0 | |||||
Cash paid for income taxes | 116.8 | 89.9 | 61.9 | ||||||||
The accompanying notes are an integral part of these financial statements
55
1. Nature of Operations
Oshkosh Corporation and its subsidiaries (the “Company”) are leading manufacturers of a wide variety of specialty vehicles and vehicle bodies for the Americas and global markets. “Oshkosh” refers to Oshkosh Corporation, not including its subsidiaries. The Company sells its products into four principal vehicle markets — access equipment, defense, fire & emergency and commercial. The access equipment business is conducted through its wholly-owned subsidiary, JLG Industries, Inc. and its wholly-owned subsidiaries (JLG) and JerrDan Corporation (JerrDan). JLG holds, along with an unaffiliated third-party, a 50% interest in a joint venture in The Netherlands, RiRent Europe, B.V. (RiRent). The Company's defense business is conducted principally through its wholly-owned subsidiary, Oshkosh Defense, LLC and its wholly-owned subsidiary (Oshkosh Defense). The Company’s fire & emergency business is principally conducted through its wholly-owned subsidiaries Pierce Manufacturing Inc. (Pierce), Oshkosh Airport Products, LLC (Airport Products) and Kewaunee Fabrications LLC (Kewaunee). The Company’s commercial business is principally conducted through its wholly-owned subsidiaries, McNeilus Companies, Inc. (McNeilus), Concrete Equipment Company, Inc. and its wholly-owned subsidiary (CON-E-CO), London Machinery Inc. and its wholly-owned subsidiary (London), Iowa Mold Tooling Co., Inc. (IMT) and Oshkosh Commercial Products, LLC (Oshkosh Commercial). McNeilus owns a 49% interest in Mezcladoras Trailers de Mexico, S.A. de C.V. (Mezcladoras), which manufactures and markets concrete mixers, concrete batch plants and refuse collection vehicles in Mexico.
2. Summary of Significant Accounting Policies
Principles of Consolidation and Presentation — The consolidated financial statements include the accounts of Oshkosh and all of its majority-owned or controlled subsidiaries and are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). All intercompany accounts and transactions have been eliminated in consolidation. The Company accounts for its 50% voting interest in RiRent and its 49% interest in Mezcladoras under the equity method.
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition — The Company recognizes revenue on equipment and parts sales when contract terms are met, collectability is reasonably assured and a product is shipped or risk of ownership has been transferred to and accepted by the customer. Revenue from service agreements is recognized as earned, when services have been rendered. Appropriate provisions are made for discounts, returns and sales allowances. Sales are recorded net of amounts invoiced for taxes imposed on the customer such as excise or value-added taxes.
Sales to the U.S. government of non-commercial products manufactured to the government’s specifications are recognized under the percentage-of-completion accounting using either the units-of-delivery method or cost-to-cost method to measure contract performance. Under the units-of-delivery method, the Company records sales as units are accepted by the U.S. Department of Defense (DoD) generally based on unit sales values stated in the respective contracts. Costs of sales are based on actual costs incurred to produce the units delivered under the contract. Under the cost-to-cost method, sales, including estimated margins, are recognized as contract costs are incurred. The measurement method selected is generally determined based on the nature of the contract. The Company includes amounts representing contract change orders, claims or other items in sales only when they can be reliably estimated and realization is probable. Bid and proposal costs are expensed as incurred. The Company has significant experience in contracting and producing vehicles for the defense industry, which has resulted in a history of making reasonable estimates of revenues and costs when measuring progress toward contract completion. The Company charges anticipated losses on contracts or programs in progress to earnings when identified. Approximately 19%, 13% and 20% of the Company’s revenues were recognized under the percentage-of-completion accounting method in fiscal 2016, 2015 and 2014, respectively.
The Company invoices the government as the units are formally accepted. Deferred revenue arises from amounts received in advance of the culmination of the earnings process and is recognized as revenue in future periods when the applicable revenue recognition criteria have been met.
56
Shipping and Handling Fees and Costs — Revenue received from shipping and handling fees is reflected in net sales. Shipping and handling fee revenue was not significant for any period presented. Shipping and handling costs are included in cost of sales.
Warranty — Provisions for estimated warranty and other related costs are recorded in cost of sales at the time of sale and are periodically adjusted to reflect actual experience. The amount of warranty liability accrued reflects management’s best estimate of the expected future cost of honoring Company obligations under the warranty plans. Historically, the cost of fulfilling the Company’s warranty obligations has principally involved replacement parts, labor and sometimes travel for any field retrofit campaigns. The Company’s estimates are based on historical experience, the extent of pre-production testing, the number of units involved and the extent of features/components included in product models. Also, each quarter, the Company reviews actual warranty claims experience to determine if there are systemic defects that would require a field campaign. The Company recognizes the revenue from sales of extended warranties over the life of the contracts.
Research and Development and Similar Costs — Except for customer sponsored research and development costs incurred pursuant to contracts (generally with the DoD), research and development costs are expensed as incurred and included in cost of sales. Research and development costs charged to expense amounted to $103.1 million, $147.9 million and $142.0 million during fiscal 2016, 2015 and 2014, respectively. Customer sponsored research and development costs incurred pursuant to contracts are accounted for as contract costs.
Advertising — Advertising costs are included in selling, general and administrative expense and are expensed as incurred. These expenses totaled $21.6 million, $22.1 million and $20.4 million in fiscal 2016, 2015 and 2014, respectively.
Stock-Based Compensation — The Company recognizes stock-based compensation using the fair value provisions prescribed by Accounting Standards Codification (ASC) Topic 718, Compensation — Stock Compensation. Accordingly, compensation costs for awards of stock-based compensation settled in shares are determined based on the fair value of the share-based instrument at the time of grant and are recognized as expense over the vesting period of the share-based instrument. See Note 15 of the Notes to Consolidated Financial Statements for information regarding the Company’s stock-based incentive plans.
Debt Financing Costs — Debt issuance costs on term debt are amortized using the interest method over the term of the debt. Deferred financing costs on lines of credit are amortized on a straight-line basis over the term of the related lines of credit. Amortization expense was $3.0 million, $6.4 million (including $3.3 million of amortization related to early debt retirement) and $6.2 million (including $2.2 million of amortization related to early debt retirement) in fiscal 2016, 2015 and 2014, respectively.
Income Taxes — Deferred income taxes are provided to recognize temporary differences between the financial reporting basis and the income tax basis of the Company’s assets and liabilities using currently enacted tax rates and laws. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
The Company evaluates uncertain income tax positions in a two-step process. The first step is recognition, where the Company evaluates whether an individual tax position has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have a less than 50% likelihood of being sustained, zero tax benefit is recorded. For tax positions that have met the recognition threshold in the first step, the Company performs the second step of measuring the benefit to be recorded. The actual benefits ultimately realized may differ from the Company’s estimates. In future periods, changes in facts and circumstances and new information may require the Company to change the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recorded in results of operations and financial position in the period in which such changes occur.
U.S. income taxes are provided on financial statement earnings of non-U.S. subsidiaries expected to be repatriated. The Company determines annually the amount of undistributed non-U.S. earnings to invest indefinitely in its non-U.S. operations. As a result of anticipated cash requirements in foreign subsidiaries, the Company currently believes that all earnings of non-U.S. subsidiaries will be reinvested indefinitely to finance foreign activities. Accordingly, no U.S. deferred income taxes have been provided for the repatriation of those earnings.
57
Fair Value of Financial Instruments — Based on Company estimates, the carrying amounts of cash equivalents, receivables, accounts payable and accrued liabilities approximated fair value as of September 30, 2016 and 2015. See Note 14 of the Notes to Consolidated Financial Statements for additional fair value information.
Cash and Cash Equivalents — The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents at September 30, 2016 consisted principally of bank deposits and money market instruments.
Receivables — Receivables consist of amounts billed and currently due from customers and unbilled costs and accrued profits related to revenues on long-term contracts with the U.S. government that have been recognized for accounting purposes but not yet billed to customers. The Company extends credit to customers in the normal course of business and maintains an allowance for estimated losses resulting from the inability or unwillingness of customers to make required payments. The accrual for estimated losses is based on the Company’s historical experience, existing economic conditions and any specific customer collection issues the Company has identified. Account balances are charged against the allowance when the Company determines it is probable the receivable will not be recovered.
Concentration of Credit Risk — Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash equivalents, trade accounts receivable and guarantees of certain customers’ obligations under deferred payment contracts and lease purchase agreements.
The Company maintains cash and cash equivalents, and other financial instruments, with various major financial institutions. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any institution.
Concentration of credit risk with respect to trade accounts and leases receivable is limited due to the large number of customers and their dispersion across many geographic areas. However, a significant amount of trade and lease receivables are with the U.S. government, with rental companies globally, with companies in the ready-mix concrete industry, with municipalities and with several large waste haulers in the United States. The Company continues to monitor credit risk associated with its trade receivables.
Inventories — Inventories are stated at the lower of cost or market. Cost has been determined using the last-in, first-out (LIFO) method for 81.6% of the Company’s inventories at September 30, 2016 and 79.7% of the Company's inventories at September 30, 2015. For the remaining inventories, cost has been determined using the first-in, first-out (FIFO) method.
Performance-Based Payments — The Company’s contracts with the DoD to deliver heavy-payload tactical vehicles (Family of Heavy Tactical Vehicles and Logistic Vehicle System Replacement) and medium-payload tactical vehicles (Family of Medium Tactical Vehicles and Medium Tactical Vehicle Replacement), as well as certain other defense-related contracts, include requirements for “performance-based payments.” The performance-based payment provisions in the contracts require the DoD to pay the Company based on the completion of certain pre-determined events in connection with the production under these contracts. Performance-based payments received are first applied to reduce outstanding receivables for units accepted in accordance with contractual terms, with any remaining amount recorded as an offset to inventory to the extent of related inventory on hand. Amounts received in excess of receivables and inventories are included in liabilities as customer advances.
Property, Plant and Equipment — Property, plant and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the respective assets using accelerated and straight-line methods. The estimated useful lives range from ten to forty years for buildings and improvements, from four to twenty-five years for machinery and equipment and from three to ten years for software and related costs. The Company capitalizes interest on borrowings during the active construction period of major capital projects. All capitalized interest has been added to the cost of the underlying assets and is amortized over the useful lives of the assets.
Goodwill — Goodwill reflects the cost of an acquisition in excess of the aggregate fair value assigned to identifiable net assets acquired. Goodwill is not amortized; however, it is assessed for impairment at least annually and as triggering events or “indicators of potential impairment” occur. The Company performs its annual impairment test as of July 1 of each fiscal year. The Company evaluates the recoverability of goodwill by estimating the fair value of the businesses to which the goodwill relates. Estimated cash flows and related goodwill are grouped at the reporting unit level. A reporting unit is an operating segment or, under certain circumstances, a component of an operating segment that constitutes a business. When the fair value of the
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reporting unit is less than the carrying value of the reporting unit, a further analysis is performed to measure and recognize the amount of the impairment loss, if any. Impairment losses, limited to the carrying value of goodwill, represent the excess of the carrying amount of a reporting unit’s goodwill over the implied fair value of that goodwill.
In evaluating the recoverability of goodwill, it is necessary to estimate the fair value of the reporting units. The Company evaluates the recoverability of goodwill utilizing the income approach and the market approach. The Company weighted the income approach more heavily (75%) as the Company believes the income approach more accurately considers long-term fluctuations in the U.S. and European construction markets than the market approach. Under the income approach, the Company determines fair value based on estimated future cash flows discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. Estimated future cash flows are based on the Company’s internal projection models, industry projections and other assumptions deemed reasonable by management. Rates used to discount estimated cash flows correspond to the Company’s cost of capital, adjusted for risk where appropriate, and are dependent upon interest rates at a point in time. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. Under the market approach, the Company derives the fair value of its reporting units based on revenue and earnings multiples of comparable publicly-traded companies. It is possible that assumptions underlying the impairment analysis will change in such a manner that impairment in value may occur in the future.
Impairment of Long-Lived Assets — Property, plant and equipment and amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets.
Non-amortizable trade names are assessed for impairment at least annually and as triggering events or “indicators of potential impairment” occur. The Company performs its annual impairment test in the fourth quarter of its fiscal year. The Company evaluates the potential impairment by estimating the fair value of the non-amortizing intangible assets using the “relief from royalty” method. When the fair value of the non-amortizable trade name is less than the carrying value of the trade name, a further analysis is performed to measure and recognize the amount of the impairment loss, if any. Impairment losses, limited to the carrying value of the non-amortizable trade name, represent the excess of the carrying amount over the implied fair value of that non-amortizable trade name.
Customer Advances — Customer advances include amounts received in advance of the completion of fire & emergency and commercial vehicles. Most of these advances bear interest at variable rates approximating the prime rate. Advances also include any performance-based payments received from the DoD in excess of the value of related inventory. Advances from the DoD are non-interest bearing. See the discussion above regarding performance-based payments.
Other Long-Term Liabilities — Other long-term liabilities are comprised principally of the portions of the Company's pension liability, other post-employment benefit liability, accrued warranty and accrued product liability that are not expected to be settled in the subsequent twelve month period.
Foreign Currency Translation — All balance sheet accounts have been translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Income statement amounts have been translated using the average exchange rate during the period in which the transactions occurred. Resulting translation adjustments are included in “Accumulated other comprehensive income (loss).” Foreign currency transaction gains or losses are included in “Miscellaneous, net” in the Consolidated Statements of Income. The Company recorded net foreign currency transaction losses of $1.2 million, $4.5 million and $3.8 million in fiscal 2016, 2015 and 2014, respectively.
Derivative Financial Instruments — The Company recognizes all derivative financial instruments, such as foreign exchange contracts, in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments are either recognized periodically in income or in equity as a component of comprehensive income depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or cash flow hedge. Generally, changes in fair values of derivatives accounted for as fair value hedges are recorded in income along with the portions of the changes in the fair values of the hedged items that relate to the hedged risks. Changes in fair values of derivatives accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in other comprehensive income, net of deferred income taxes. Changes in fair value of derivatives not qualifying as hedges are reported in income. Cash flows from derivatives that are accounted for as cash flow or fair value hedges are included in the Consolidated Statements of Cash Flows in the same category as the item being hedged.
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Reclassifications — Certain reclassifications have been made to the fiscal 2015 and 2014 financial statements to conform to the fiscal 2016 presentation. “Prepaid income taxes,” which was previously presented as a separate line in the Consolidated Balance Sheets, is now reported in “Other current assets.” “Investments in unconsolidated affiliates,” which was previously presented as a separate line in the Consolidated Balance Sheets, is now reported in “Other long-term assets.” “Accrued warranty,” which was previously presented as a separate line in the Consolidated Balance Sheets, is now reported in “Other current liabilities.” “Gain on sale of assets,” which was previously included in other non-cash adjustments within the Consolidated Statements of Cash Flows, is now reported as a separate line in the Consolidated Statements of Cash Flows. “Contributions to rabbi trust,” which was previously presented as a separate line in the Consolidated Statements of Cash Flows, is now reported in “Other investing activities.”
Recent Accounting Pronouncements — In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), 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 new 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 FASB has issued several amendments to the original standard, which becomes effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted one year earlier. The Company is currently evaluating the impact of ASU 2014-09 on the Company’s financial statements and has not yet determined its method of adoption.
In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Topic 835-30), Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 is part of the FASB’s initiative to reduce complexity in accounting standards. The guidance requires an entity to recognize debt issuance costs related to debt as a direct deduction from the carrying amount of the debt in the balance sheet, thereby increasing the effective rate of interest, as opposed to a deferred cost. The Company adopted ASU 2015-03 as of September 30, 2016, and has retrospectively reclassified $10.7 million of debt issuance costs associated with the Company's long-term debt as of September 30, 2015 from “Other long-term assets” to “Long-term debt”.
In May 2015, the FASB issued ASU 2015-07, Fair Value Measurement (Topic 820), Disclosures for Investment in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). ASU 2015-07 removes the requirement to classify investments for which fair value is measured at net asset value (NAV) per share (or its equivalent) using the practical expedient in the fair value hierarchy. The amendment is expected to eliminate diversity in practice resulting from the way that investments measured at NAV are classified within the fair value hierarchy. The Company adopted ASU 2015-07 as of September 30, 2016 and has applied it on a retrospective basis. The adoption of ASU 2015-07 did not have a material impact on the Company's financial statements.
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 scope of the standard at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company will be required to adopt ASU 2015-11 as of October 1, 2017. The Company is currently evaluating the impact of ASU 2015-11 on the Company’s financial statements.
In August 2015, the FASB issued ASU 2015-15, Interest - Imputation of Interest (Topic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. The guidance amends the accounting standard to allow the presentation of debt issuance costs associated with lines-of-credit as an asset and to allow subsequent amortization of the deferred issuance costs ratably over the term of the line-of-credit. The Company adopted ASU 2015-15 as of September 30, 2016. The adoption of ASU 2015-15 did not have a material impact on the Company's financial statements.
In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes. ASU 2015-17 is part of the FASB's initiative to reduce complexity of financial statements. The guidance removes the requirement to separate and classify deferred income tax liabilities and assets into current and noncurrent amounts and requires an entity to classify all deferred tax liabilities and assets as noncurrent. The Company adopted ASU 2015-17 as of September 30, 2016, and has retrospectively reclassified $52.2 million of current net deferred taxes to long-term net deferred taxes as of September 30, 2015.
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In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is expected to increase transparency and comparability among organizations. The standard 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 standard is effective for fiscal years and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact of ASU 2016-02 on the Company's financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. The standard requires that all tax effects of share-based payments at settlement (or expiration) be recorded in the income statement at the time the tax effects arise. The standard also clarifies that cash flows resulting from share-based payments be reported as operating activities within the statement of cash flows, permits employers to withhold shares upon settlement of an award to satisfy an employee's tax liability up to the employee's maximum individual tax rate in the relevant jurisdiction without resulting in liability classification of the award and permits entities to make an accounting policy election to estimate or use actual forfeitures when recognizing the expense of share-based compensation. The Company will be required to adopt ASU 2016-09 as of October 1, 2017. The Company does not expect the adoption of ASU 2016-09 to have a material impact on the Company's financial statements.
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. The Company is currently evaluating the impact of ASU 2016-13 on the Company's financial statements.
3. Receivables
Receivables consisted of the following (in millions):
September 30, | |||||||
2016 | 2015 | ||||||
U.S. government: | |||||||
Amounts billed | $ | 49.0 | $ | 63.1 | |||
Cost and profits not billed | 55.3 | 66.8 | |||||
104.3 | 129.9 | ||||||
Other trade receivables | 881.8 | 782.3 | |||||
Finance receivables | 7.6 | 7.4 | |||||
Notes receivable | 36.1 | 29.6 | |||||
Other receivables | 38.6 | 57.7 | |||||
1,068.4 | 1,006.9 | ||||||
Less allowance for doubtful accounts | (21.2 | ) | (20.3 | ) | |||
$ | 1,047.2 | $ | 986.6 | ||||
Classification of receivables in the Consolidated Balance Sheets consisted of the following (in millions):
September 30, | |||||||
2016 | 2015 | ||||||
Current receivables | $ | 1,021.9 | $ | 964.6 | |||
Long-term receivables (included in “Other long-term assets”) | 25.3 | 22.0 | |||||
$ | 1,047.2 | $ | 986.6 | ||||
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Finance and notes receivable accrual status consisted of the following (in millions):
September 30, | |||||||||||||||
Finance Receivables | Notes Receivables | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
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 | 2.9 | — | — | — | |||||||||||
Receivables on nonaccrual status | 4.5 | 1.1 | 25.1 | 22.9 | |||||||||||
Receivables past due 90 days or more and still accruing | — | — | — | — | |||||||||||
Receivables subject to general reserves | 3.1 | 6.2 | — | — | |||||||||||
Allowance for doubtful accounts | (0.1 | ) | (0.1 | ) | — | — | |||||||||
Receivables subject to specific reserves | 4.5 | 1.2 | 36.1 | 29.6 | |||||||||||
Allowance for doubtful accounts | (0.9 | ) | — | (13.0 | ) | (12.7 | ) | ||||||||
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 collectability and underlying economic conditions. In circumstances where the Company believes collectability is no longer reasonably assured, a specific allowance is recorded to reduce the net recognized receivable to the amount reasonably expected to be collected. 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 September 30, 2016, approximately 87% of the notes receivable balance outstanding was due from four parties. The Company routinely evaluates the creditworthiness of its customers and establishes reserves where the Company believes collectability is no longer reasonably assured. Notes receivable are written down if management determines that the specific borrower does not have the ability to repay the loan in full. Certain notes receivable are collateralized by a security interest in the underlying assets and/or other assets owned by the debtor. The Company may incur losses in excess of recorded allowances if the financial condition of its customers were to deteriorate or the full amount of any anticipated proceeds from the sale of the collateral supporting its customers' financial obligations is not realized.
Quality of Finance and Notes Receivable: The Company does not accrue interest income on finance and notes receivable in circumstances where the Company believes collectability is no longer reasonably assured. Any cash payments received on nonaccrual finance and notes receivable are applied first to the principal balances. The Company does not resume accrual of interest income until the customer has shown that it is capable of meeting its financial obligations by making timely payments over a sustained period of time. The Company determines past due or delinquency status based upon the due date of the receivable.
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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 September 30, 2016, restructured finance receivables and notes receivables were $4.0 million and $13.0 million, respectively. Losses on troubled debt restructurings were not significant during fiscal 2016, 2015 or 2014, respectively.
Changes in the Company’s allowance for doubtful accounts by type of receivable were as follows (in millions):
Fiscal Year Ended September 30, 2016 | |||||||||||||||
Finance Receivables | Notes Receivable | Trade and Other Receivables | Total | ||||||||||||
Allowance for doubtful accounts at beginning of year | $ | 0.1 | $ | 12.7 | $ | 7.5 | $ | 20.3 | |||||||
Provision for doubtful accounts, net of recoveries | 0.9 | 1.3 | 0.5 | 2.7 | |||||||||||
Charge-off of accounts | — | (1.0 | ) | (0.9 | ) | (1.9 | ) | ||||||||
Foreign currency translation | — | — | 0.1 | 0.1 | |||||||||||
Allowance for doubtful accounts at end of year | $ | 1.0 | $ | 13.0 | $ | 7.2 | $ | 21.2 | |||||||
Fiscal Year Ended September 30, 2015 | |||||||||||||||
Finance Receivables | Notes Receivable | Trade and Other Receivables | Total | ||||||||||||
Allowance for doubtful accounts at beginning of year | $ | — | $ | 13.6 | $ | 8.2 | $ | 21.8 | |||||||
Provision for doubtful accounts, net of recoveries | 0.1 | 0.3 | 1.6 | 2.0 | |||||||||||
Charge-off of accounts | — | — | (2.2 | ) | (2.2 | ) | |||||||||
Foreign currency translation | — | (1.2 | ) | (0.1 | ) | (1.3 | ) | ||||||||
Allowance for doubtful accounts at end of year | $ | 0.1 | $ | 12.7 | $ | 7.5 | $ | 20.3 | |||||||
4. Inventories
Inventories consisted of the following (in millions):
September 30, | ||||||||
2016 | 2015 | |||||||
Raw materials | $ | 481.2 | $ | 532.1 | ||||
Partially finished products | 307.8 | 266.3 | ||||||
Finished products | 286.9 | 594.4 | ||||||
Inventories at FIFO cost | 1,075.9 | 1,392.8 | ||||||
Less: Progress/performance-based payments on U.S. government contracts | (17.8 | ) | (12.9 | ) | ||||
Excess of FIFO cost over LIFO cost | (78.3 | ) | (78.2 | ) | ||||
$ | 979.8 | $ | 1,301.7 | |||||
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.
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5. Property, Plant and Equipment
Property, plant and equipment consisted of the following (in millions):
September 30, | |||||||
2016 | 2015 | ||||||
Land and land improvements | $ | 56.8 | $ | 57.5 | |||
Buildings | 283.4 | 274.8 | |||||
Machinery and equipment | 597.3 | 549.2 | |||||
Software and related costs | 147.4 | 131.9 | |||||
Equipment on operating lease to others | 25.7 | 42.2 | |||||
Construction in progress | — | 38.1 | |||||
1,110.6 | 1,093.7 | ||||||
Less accumulated depreciation | (658.5 | ) | (617.9 | ) | |||
$ | 452.1 | $ | 475.8 | ||||
Depreciation expense was $73.3 million, $64.9 million and $65.3 million in fiscal 2016, 2015 and 2014, respectively. The Company recognized a long-lived asset impairment charge of $26.9 million during fiscal 2016. Charges of $1.6 million related to the impairment of long-lived assets were included in depreciation expense in fiscal 2014. 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 to others at September 30, 2016 and 2015 was $18.6 million and $33.9 million, respectively.
6. Goodwill and Purchased Intangible Assets
As of July 1, 2016, the Company performed its annual impairment review relative to goodwill and indefinite-lived intangible assets (principally non-amortizable trade names). The Company performed the valuation analysis with the assistance of a third-party valuation adviser. To derive the fair value of its reporting units, the Company utilized both the income and market approaches. For the annual impairment testing in the fourth quarter of fiscal 2016, the Company used a weighted-average cost of capital, depending on the reporting unit, of 11.0% to 12.0% (12.0% to 13.5% at July 1, 2015) and a terminal growth rate of 3.0% (2.0% to 3.0% at July 1, 2015). Under the market approach, the Company derived the fair value of its reporting units based on revenue and earnings multiples of comparable publicly-traded companies. As a corroborative source of information, the Company reconciles its estimated fair value to within a reasonable range of its market capitalization, which includes an assumed control premium (an adjustment reflecting an estimated fair value on a control basis), to verify the reasonableness of the fair value of its reporting units obtained through the aforementioned methods. The control premium is estimated based upon control premiums observed in comparable market transactions. To derive the fair value of its trade names, the Company utilized the “relief from royalty” approach.
At July 1, 2016, approximately 90% of the Company’s recorded goodwill and indefinite-lived purchased intangibles were concentrated within the JLG reporting unit in the access equipment segment. The impairment model assumes that the U.S. economy and construction spending will improve over time. Assumptions utilized in the impairment analysis are highly judgmental. While the Company currently believes that an impairment of intangible assets at JLG is unlikely, events and conditions that could result in the impairment of intangibles at JLG include a sharp decline in economic conditions, significantly increased pricing pressure on JLG's margins or other factors leading to reductions in expected long-term sales or profitability at JLG. Based on the Company’s annual impairment review, the Company concluded that there was no impairment of goodwill. Changes in estimates or the application of alternative assumptions could have produced significantly different results.
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The following table presents changes in goodwill during fiscal 2016 and 2015 (in millions):
Access Equipment | Fire & Emergency | Commercial | Total | ||||||||||||
Net goodwill at September 30, 2014 | $ | 898.2 | $ | 106.1 | $ | 21.2 | $ | 1,025.5 | |||||||
Foreign currency translation | (27.0 | ) | — | (0.4 | ) | (27.4 | ) | ||||||||
Other | 3.0 | — | — | 3.0 | |||||||||||
Net goodwill at September 30, 2015 | 874.2 | 106.1 | 20.8 | 1,001.1 | |||||||||||
Foreign currency translation | 2.4 | — | — | 2.4 | |||||||||||
Net goodwill at September 30, 2016 | $ | 876.6 | $ | 106.1 | $ | 20.8 | $ | 1,003.5 | |||||||
The following table presents details of the Company’s goodwill allocated to the reportable segments (in millions):
September 30, 2016 | September 30, 2015 | ||||||||||||||||||||||
Gross | Accumulated Impairment | Net | Gross | Accumulated Impairment | Net | ||||||||||||||||||
Access Equipment | $ | 1,808.7 | $ | (932.1 | ) | $ | 876.6 | $ | 1,806.3 | $ | (932.1 | ) | $ | 874.2 | |||||||||
Fire & Emergency | 108.1 | (2.0 | ) | 106.1 | 108.1 | (2.0 | ) | 106.1 | |||||||||||||||
Commercial | 196.7 | (175.9 | ) | 20.8 | 196.7 | (175.9 | ) | 20.8 | |||||||||||||||
$ | 2,113.5 | $ | (1,110.0 | ) | $ | 1,003.5 | $ | 2,111.1 | $ | (1,110.0 | ) | $ | 1,001.1 | ||||||||||
Details of the Company’s total purchased intangible assets were as follows (in millions):
September 30, 2016 | |||||||||||||
Weighted- Average Life | Gross | Accumulated Amortization | Net | ||||||||||
Amortizable intangible assets: | |||||||||||||
Distribution network | 39.1 | $ | 55.4 | $ | (28.0 | ) | $ | 27.4 | |||||
Non-compete | 10.5 | 56.4 | (56.4 | ) | — | ||||||||
Technology-related | 11.9 | 104.7 | (91.5 | ) | 13.2 | ||||||||
Customer relationships | 12.8 | 550.8 | (427.4 | ) | 123.4 | ||||||||
Other | 16.3 | 16.5 | (14.7 | ) | 1.8 | ||||||||
14.5 | 783.8 | (618.0 | ) | 165.8 | |||||||||
Non-amortizable trade names | 387.7 | — | 387.7 | ||||||||||
$ | 1,171.5 | $ | (618.0 | ) | $ | 553.5 | |||||||
September 30, 2015 | |||||||||||||
Weighted- Average Life | Gross | Accumulated Amortization | Net | ||||||||||
Amortizable intangible assets: | |||||||||||||
Distribution network | 39.1 | $ | 55.4 | $ | (26.6 | ) | $ | 28.8 | |||||
Non-compete | 10.5 | 56.4 | (56.3 | ) | 0.1 | ||||||||
Technology-related | 11.9 | 104.8 | (83.3 | ) | 21.5 | ||||||||
Customer relationships | 12.8 | 550.3 | (384.0 | ) | 166.3 | ||||||||
Other | 16.5 | 16.5 | (14.3 | ) | 2.2 | ||||||||
14.5 | 783.4 | (564.5 | ) | 218.9 | |||||||||
Non-amortizable trade names | 387.8 | — | 387.8 | ||||||||||
$ | 1,171.2 | $ | (564.5 | ) | $ | 606.7 | |||||||
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When determining the value of customer relationships for purposes of allocating the purchase price of an acquisition, the Company looks at existing customer contracts of the acquired business to determine if they represent a reliable future source of income and hence, a valuable intangible asset for the Company. The Company determines the fair value of the customer relationships based on the estimated future benefits the Company expects from the acquired customer contracts. In performing its evaluation and estimation of the useful lives of customer relationships, the Company looks to the historical growth rate of revenue of the acquired company’s existing customers as well as the historical attrition rates.
In connection with the valuation of intangible assets, a 40-year life was assigned to the value of the Pierce distribution network (net book value of $26.5 million at September 30, 2016). The Company believes Pierce maintains the largest North American fire apparatus distribution network. Pierce has exclusive contracts with each distributor related to the fire apparatus product offerings manufactured by Pierce. The useful life of the Pierce distribution network was based on a historical turnover analysis. Non-compete intangible asset lives are based on the terms of the applicable agreements.
The estimated future amortization expense of purchased intangible assets for the five years succeeding September 30, 2016 are as follows: 2017 - $45.8 million; 2018 - $38.3 million; 2019 - $36.9 million; 2020 - $11.0 million and 2021 - $5.3 million.
7. Other Long-Term Assets
Other long-term assets consisted of the following (in millions):
September 30, | |||||||
2016 | 2015 | ||||||
Rabbi trust, less current portion | $ | 20.5 | $ | 21.4 | |||
Customer notes receivable | 30.8 | 25.6 | |||||
Deferred income taxes, net | 8.4 | 8.6 | |||||
Investments in unconsolidated affiliates | 14.9 | 16.2 | |||||
Other | 24.4 | 31.6 | |||||
99.0 | 103.4 | ||||||
Less allowance for doubtful notes receivable | (11.8 | ) | (11.4 | ) | |||
$ | 87.2 | $ | 92.0 | ||||
The rabbi trust (the “Trust”) holds investments to fund certain of the Company's obligations under its nonqualified supplemental executive retirement plan (SERP). Trust investments include money market and mutual funds. The Trust assets are subject to claims of the Company's creditors.
8. Leases
Certain administrative and production facilities and equipment are leased under long-term agreements. Most leases contain renewal options for varying periods, and certain leases include options to purchase the leased property during or at the end of the lease term. Leases generally require the Company to pay for insurance, taxes and maintenance of the property. Leased capital assets included in net property, plant and equipment were immaterial at September 30, 2016 and 2015.
Other facilities and equipment are leased under arrangements that are accounted for as noncancelable operating leases. Total rental expense for property, plant and equipment under noncancelable operating leases was $45.0 million, $45.1 million and $44.8 million in fiscal 2016, 2015 and 2014, respectively.
Future minimum lease payments due under operating leases at September 30, 2016 were as follows: 2017 - $26.6 million; 2018 - $19.5 million; 2019 - $12.7 million; 2020 - $9.0 million; 2021 - $6.8 million; and thereafter - $4.3 million.
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9. Credit Agreements
The Company was obligated under the following debt instruments (in millions):
September 30, 2016 | ||||||||||||
Principal | Debt Issuance Costs | Debt, Net | ||||||||||
Senior Secured Term Loan | $ | 355.0 | $ | (1.4 | ) | $ | 353.6 | |||||
5.375% Senior notes due March 2022 | 250.0 | (4.3 | ) | 245.7 | ||||||||
5.375% Senior notes due March 2025 | 250.0 | (3.1 | ) | 246.9 | ||||||||
$ | 855.0 | $ | (8.8 | ) | 846.2 | |||||||
Less current maturities | (20.0 | ) | ||||||||||
$ | 826.2 | |||||||||||
Revolving Credit Facility | $ | — | ||||||||||
Current maturities of long-term debt | 20.0 | |||||||||||
$ | 20.0 | |||||||||||
September 30, 2015 | |||||||||||||
Principal | Debt Issuance Costs | Debt, Net | |||||||||||
Senior Secured Term Loan | $ | 375.0 | $ | (2.1 | ) | $ | 372.9 | ||||||
5.375% Senior notes due March 2022 | 250.0 | (5.1 | ) | 244.9 | |||||||||
5.375% Senior notes due March 2025 | 250.0 | (3.5 | ) | 246.5 | |||||||||
$ | 875.0 | $ | (10.7 | ) | 864.3 | ||||||||
Less current maturities | (20.0 | ) | |||||||||||
$ | 844.3 | ||||||||||||
Revolving Credit Facility | $ | 63.5 | |||||||||||
Current maturities of long-term debt | 20.0 | ||||||||||||
$ | 83.5 | ||||||||||||
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 September 30, 2016, there was no outstanding balance under the Revolving Credit Facility. Outstanding letters of credit of $110.8 million reduced the available capacity under the Revolving Credit Facility to $739.2 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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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 September 30, 2016, the interest spread on the Term Loan was 150 basis points. The weighted-average interest rate on borrowings outstanding under the Term Loan at September 30, 2016 was 2.03%.
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 Standard & Poor’s Ratings Group or Moody’s Investor Service Inc. 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 September 30, 2016.
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 net 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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In fiscal 2015, the Company recognized $14.7 million of expense associated with the 2025 Senior Notes transaction, comprised of call premium, third-party costs and $3.3 million of write-off of unamortized debt issuance costs. In fiscal 2014, the Company recognized $10.9 million of expense associated with the Credit Agreement and the 2022 Senior Notes transactions, comprised of call premium, third-party costs and $2.2 million of write-off of unamortized debt issuance costs. Expenses related to the transactions are included in interest expense. Additionally, $3.7 million and $10.4 million of debt issuance costs were recognized as a reduction of the carrying value of the related debt in connection with the transactions in fiscal 2015 and fiscal 2014, respectively.
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 23 of the Notes to 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 September 30, 2016, the fair value of the 2022 Senior Notes and the 2025 Senior Notes was estimated to be $262 million ($252 million at September 30, 2015) and $263 million ($249 million at September 30, 2015), respectively. The fair value of the Term Loan approximated book value at both September 30, 2016 and 2015. See Note 14 of the Notes to Consolidated Financial Statements for the definition of a Level 2 input.
10. 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. Warranty costs recorded were $46.8 million, $42.3 million and $42.8 million in fiscal 2016, 2015 and 2014, respectively. Accrued warranty is reported in “Other current liabilities” in the Consolidated Balance Sheets.
The Company offers a variety of extended warranty programs. The premiums received for an extended warranty are generally deferred until 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 included in the following table totaled $30.4 million and $15.2 million at September 30, 2016 and 2015, respectively.
Changes in the Company’s warranty liability and unearned extended warranty premiums were as follows (in millions):
Fiscal Year Ended September 30, | |||||||
2016 | 2015 | ||||||
Balance at beginning of year | $ | 92.1 | $ | 101.9 | |||
Warranty provisions | 45.9 | 44.6 | |||||
Settlements made | (52.5 | ) | (53.8 | ) | |||
Changes in liability for pre-existing warranties, net | 0.9 | (2.3 | ) | ||||
Premiums received | 14.8 | 13.0 | |||||
Amortization of premiums received | (11.3 | ) | (9.3 | ) | |||
Foreign currency translation | (0.3 | ) | (2.0 | ) | |||
Balance at end of year | $ | 89.6 | $ | 92.1 | |||
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, result of operations or cash flows.
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11. Guarantee Arrangements
The Company is party to multiple agreements whereby at September 30, 2016 and 2015 it guaranteed an aggregate of $563.2 million and $606.3 million, respectively, in indebtedness of customers. The Company estimated that its maximum loss exposure under these contracts at September 30, 2016 and 2015 was $116.3 million and $120.4 million, respectively. 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 additional accruals 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):
Fiscal Year Ended September 30, | |||||||
2016 | 2015 | ||||||
Balance at beginning of year | $ | 5.6 | $ | 4.6 | |||
Provision for new credit guarantees | 4.1 | 3.8 | |||||
Changes for pre-existing guarantees, net | 1.7 | (0.5 | ) | ||||
Amortization of previous guarantees | (3.0 | ) | (2.1 | ) | |||
Foreign currency translation | — | (0.2 | ) | ||||
Balance at end of year | $ | 8.4 | $ | 5.6 | |||
12. 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 from the balance remaining from prior authorizations. Between August 31, 2015 and September 30, 2016 the Company repurchased 2,786,624 shares under this authorization at a cost of $112.0 million. As a result, the Company had 7,512,574 shares of Common Stock remaining under this repurchase authorization as of September 30, 2016. Including shares repurchased under prior authorizations, the Company repurchased 2.5 million shares, 4.9 million shares and 8.3 million shares at a cost of $100.1 million, $200.4 million and $403.3 million during fiscal 2016, 2015 and 2014, respectively. The Company is restricted by its Credit Agreement from repurchasing shares in certain situations. See Note 9 of the Notes to Consolidated Financial Statements for information regarding these restrictions.
13. Derivative Financial Instruments and Hedging Activities
The Company has used forward foreign currency exchange contracts (derivatives) to reduce the exchange rate risk of specific foreign currency denominated transactions. These derivatives typically require the exchange of a foreign currency for U.S. dollars at a fixed rate at a future date. At times, the Company has designated these hedges as either cash flow hedges or fair value hedges under FASB ASC Topic 815, Derivatives and Hedging as follows:
Fair Value Hedging Strategy - The Company enters into forward foreign exchange contracts to hedge certain firm commitments denominated in foreign currencies. The purpose of the Company’s foreign currency hedging activities is to protect the Company from risk that the eventual U.S. dollar-equivalent cash flows from the sale of products to international customers will be adversely affected by changes in the exchange rates.
Cash Flow Hedging Strategy - To protect against the impact of movements in foreign exchange rates on forecasted purchases or sales transactions denominated in foreign currency, the Company has a foreign currency cash flow hedging
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program. The Company hedges portions of its forecasted transactions denominated in foreign currency with forward contracts.
At September 30, 2016, the total notional U.S. dollar equivalent of outstanding forward foreign exchange contracts designated as hedges in accordance with ASC Topic 815 was $1.1 million. Net gains or losses related to hedge ineffectiveness were insignificant for all periods. Ineffectiveness is included in “Miscellaneous, net” in the Consolidated Statements of Income along with mark-to-market adjustments on outstanding non-designated derivatives. The maximum length of time the Company is hedging its exposure to the variability in future cash flows is under twelve months.
The Company has entered into forward foreign currency exchange contracts to create an economic hedge to manage foreign exchange risk exposure associated with non-functional currency denominated payables resulting from global sourcing activities. The Company has not designated these derivative contracts as hedge transactions under FASB ASC Topic 815, and accordingly, the mark-to-market impact of these derivatives is recorded each period in current earnings. The fair value of foreign currency related derivatives is included in the Consolidated Balance Sheets in “Other current assets” and “Other current liabilities.” At September 30, 2016, the U.S. dollar equivalent of these outstanding forward foreign exchange contracts totaled $110.5 million in notional amounts covering a variety of foreign currency exposures.
The Company has entered into interest rate contracts to create an economic hedge to manage changes in interest rates on an executory sales contract that exposes the Company to interest rate risk based on changes in market interest rates. The Company has not designated these derivative contracts as hedge transactions under FASB ASC Topic 815, and accordingly, the mark-to-market impact of these derivatives is recorded each period in current earnings. The fair value of the interest rate related derivatives is included in the Consolidated Balance Sheets in “Other current assets” and “Other current liabilities.” At September 30, 2016, the U.S. dollar equivalent notional amount of these outstanding interest rate contracts totaled $6.7 million.
Fair Market Value of Financial Instruments — The fair values of all open derivative instruments were as follows (in millions):
September 30, 2016 | September 30, 2015 | ||||||||||||||
Other Current Assets | Other Current Liabilities | Other Current Assets | Other Current Liabilities | ||||||||||||
Cash flow hedges: | |||||||||||||||
Foreign exchange contracts | $ | — | $ | — | $ | 0.4 | $ | — | |||||||
Not designated as hedging instruments: | |||||||||||||||
Foreign exchange contracts | 0.1 | 0.4 | 0.3 | 0.4 | |||||||||||
Interest rate contracts | — | 0.4 | — | 0.7 | |||||||||||
$ | 0.1 | $ | 0.8 | $ | 0.7 | $ | 1.1 | ||||||||
The pre-tax effects of derivative instruments consisted of the following (in millions):
Classification of Gains (Losses) | Fiscal Year Ended September 30, | ||||||||||||
2016 | 2015 | 2014 | |||||||||||
Cash flow hedges: | |||||||||||||
Foreign exchange contracts | Miscellaneous, net | $ | (0.2 | ) | $ | 0.1 | $ | — | |||||
Foreign exchange contracts | Cost of sales | — | 0.2 | — | |||||||||
Not designated as hedging instruments: | |||||||||||||
Foreign exchange contracts | Miscellaneous, net | (7.6 | ) | 12.7 | 3.3 | ||||||||
Interest rate contracts | Miscellaneous, net | (0.2 | ) | — | — | ||||||||
$ | (8.0 | ) | $ | 13.0 | $ | 3.3 | |||||||
14. Fair Value Measurement
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FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date. FASB ASC Topic 820 requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment.
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 fiscal 2016 or 2015.
The fair values of the Company’s financial assets and liabilities were as follows (in millions):
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
September 30, 2016: | |||||||||||||||
Assets: | |||||||||||||||
SERP plan assets (a) | $ | 21.7 | $ | — | $ | — | $ | 21.7 | |||||||
Foreign currency exchange derivatives (b) | — | 0.1 | — | 0.1 | |||||||||||
Liabilities: | |||||||||||||||
Foreign currency exchange derivatives (b) | $ | — | $ | 0.4 | $ | — | $ | 0.4 | |||||||
Interest rate contracts (c) | — | 0.4 | — | 0.4 | |||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
September 30, 2015: | |||||||||||||||
Assets: | |||||||||||||||
SERP plan assets (a) | $ | 21.6 | $ | — | $ | — | $ | 21.6 | |||||||
Foreign currency exchange derivatives (b) | — | 0.7 | — | 0.7 | |||||||||||
Liabilities: | |||||||||||||||
Foreign currency exchange derivatives (b) | $ | — | $ | 0.4 | $ | — | $ | 0.4 | |||||||
Interest rate contracts (c) | — | 0.7 | — | 0.7 | |||||||||||
_________________________
(a) | Represents investments in a rabbi trust for the Company's non-qualified 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 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. |
See Notes 9 and 17 of the Notes to Consolidated Financial Statements for fair value information related to debt and pension assets.
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Items Measured at Fair Value on a Nonrecurring Basis — In addition to items that are measured at fair value on a recurring basis, the Company also has assets and liabilities in its balance sheet that are measured at fair value on a nonrecurring basis. As these assets and liabilities are not measured at fair value on a recurring basis, they are not included in the tables above. Assets and liabilities that are measured at fair value on a nonrecurring basis include long-lived assets, (see Note 5 of the Notes to Consolidated Financial Statements for impairments of long-lived assets and Note 6 of the Notes to Consolidated Financial Statements for impairment valuation analysis of intangible assets). The Company has determined that the fair value measurements related to each of these assets rely primarily on Company-specific inputs and the Company’s assumptions about the use of the assets, as observable inputs are not available. As such, the Company has determined that each of these fair value measurements reside within Level 3 of the fair value hierarchy.
15. Stock-Based Compensation
In February 2009, the Company’s shareholders approved the 2009 Incentive Stock and Awards Plan (as amended, the “2009 Stock Plan”). The 2009 Stock Plan replaced the 2004 Incentive Stock and Awards Plan (as amended, the “2004 Stock Plan”). While no new awards will be granted under the 2004 Stock Plan, awards previously made under the 2004 Stock Plan that were outstanding as of the initial approval date of the 2009 Stock Plan will remain outstanding and continue to be governed by the provisions of the 2004 Stock Plan.
Under the 2009 Stock Plan, officers, directors, including non-employee directors, and employees of the Company may be granted stock options, stock appreciation rights (SAR), performance shares, performance units, shares of Common Stock, restricted stock, restricted stock units (RSU) or other stock-based awards. The 2009 Stock Plan provides for the granting of options to purchase shares of the Company’s Common Stock at not less than the fair market value of such shares on the date of grant. Stock options granted under the 2009 Stock Plan generally become exercisable in equal installments over a 3-year period, beginning with the first anniversary of the date of grant of the option, unless a shorter or longer duration is established by the Human Resources Committee of the Board of Directors at the time of the option grant. Stock options terminate not more than seven years from the date of grant. The exercise price of stock options and the market value of restricted stock awards are determined based on the closing market price of the Company's Common Stock on the date of grant. Except to the extent vesting is accelerated upon early retirement and except for performance shares and performance units, vesting is based solely on continued service as an employee of the Company. The Company recognizes compensation expense over the requisite service period for vesting of an award, or to an employee's eligible retirement date, if earlier and applicable. At September 30, 2016, the Company had reserved 5,320,189 shares of Common Stock available for issuance under the 2009 Stock Plan 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 2009 Stock Plan.
Information related to the Company’s equity-based compensation plans in effect as of September 30, 2016 was as follows:
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options or Vesting of Share Awards | Weighted-Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | |||||||
Equity compensation plans approved by security holders | 2,723,361 | $ | 39.55 | 2,596,828 | ||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||
2,723,361 | $ | 39.55 | 2,596,828 | |||||||
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Total stock-based compensation expense (income) was as follows (in millions):
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Stock options | $ | 6.7 | $ | 6.0 | $ | 8.1 | |||||
Stock awards (shares and units) | 9.7 | 11.5 | 12.5 | ||||||||
Performance share awards | 2.3 | 3.9 | 4.4 | ||||||||
Cash-settled stock appreciation rights | 3.4 | (0.9 | ) | (0.9 | ) | ||||||
Cash-settled restricted stock awards | 0.9 | 0.9 | 3.1 | ||||||||
Total stock-based compensation cost | 23.0 | 21.4 | 27.2 | ||||||||
Income tax benefit recognized for stock-based compensation | (8.4 | ) | (7.9 | ) | (10.0 | ) | |||||
$ | 14.6 | $ | 13.5 | $ | 17.2 | ||||||
Total stock-based compensation expense in fiscal 2014 includes expenses related to stock-based awards to the Company's former Chief Executive Officer which, for awards of options and restricted stock units, were recorded as a charge to operating income immediately upon grant pursuant to the terms of his awards because he was retirement eligible on the grant date. There was no annual award of stock-based compensation in fiscal 2015 as the date for the annual awards was moved from September to November beginning with September 2015.
Stock Options — A summary of the Company’s stock option activity is as follows:
Fiscal Year Ended September 30, | ||||||||||||||||||||
2016 | 2015 | 2014 | ||||||||||||||||||
Options | Weighted- Average Exercise Price | Options | Weighted- Average Exercise Price | Options | Weighted- Average Exercise Price | |||||||||||||||
Outstanding, beginning of year | 2,369,872 | $ | 36.57 | 2,690,507 | $ | 36.20 | 3,747,094 | $ | 33.41 | |||||||||||
Granted | 567,550 | 41.52 | 6,725 | 44.92 | 505,800 | 46.98 | ||||||||||||||
Forfeited | (70,177 | ) | 44.31 | (25,215 | ) | 42.20 | (17,206 | ) | 37.25 | |||||||||||
Expired | (43,392 | ) | 49.19 | (24,866 | ) | 54.41 | — | — | ||||||||||||
Exercised | (718,924 | ) | 30.25 | (277,279 | ) | 31.05 | (1,545,181 | ) | 32.96 | |||||||||||
Outstanding, end of year | 2,104,929 | $ | 39.55 | 2,369,872 | $ | 36.57 | 2,690,507 | $ | 36.20 | |||||||||||
Exercisable, end of year | 1,473,761 | $ | 38.28 | 1,939,478 | $ | 34.25 | 1,819,535 | $ | 32.71 | |||||||||||
Stock options outstanding and exercisable as of September 30, 2016 were as follows (in millions, except share and per share amounts):
Outstanding | Exercisable | |||||||||||||||||||||||||||||||
Exercise Prices | Number Outstanding | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | Aggregate Intrinsic Value | Number Outstanding | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | Aggregate Intrinsic Value | ||||||||||||||||||||||||
$ | 7.95 | - | $ | 19.24 | 241,735 | 2.0 | $ | 16.41 | $ | 9.6 | 241,735 | 2.0 | $ | 16.41 | $ | 9.6 | ||||||||||||||||
$ | 28.73 | - | $ | 38.46 | 403,669 | 2.3 | 29.47 | 10.7 | 403,669 | 2.3 | 29.47 | 10.7 | ||||||||||||||||||||
$ | 39.91 | - | $ | 54.63 | 1,459,525 | 4.6 | 46.17 | 14.3 | 828,357 | 3.6 | 48.95 | 5.8 | ||||||||||||||||||||
2,104,929 | 3.8 | $ | 39.55 | $ | 34.6 | 1,473,761 | 3.0 | $ | 38.28 | $ | 26.1 | |||||||||||||||||||||
The aggregate intrinsic values in the tables above represent the total pre-tax intrinsic value (difference between the Company’s closing stock price on the last trading day of fiscal 2016 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on September 30, 2016. This amount changes based on the fair market value of the Company’s Common Stock.
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The total intrinsic value of options exercised for fiscal 2016, 2015 and 2014 was $12.6 million, $5.0 million and $32.4 million, respectively. Net cash proceeds from the exercise of stock options were $21.7 million, $8.6 million and $50.9 million for fiscal 2016, 2015 and 2014, respectively. The actual income tax benefit realized totaled $4.6 million, $1.8 million and $11.9 million for those same periods.
As of September 30, 2016, the Company had $2.6 million of unrecognized compensation expense related to outstanding stock options, which will be recognized over a weighted-average period of 1.9 years.
The Company uses the Black-Scholes valuation model to value stock options utilizing the following weighted-average assumptions:
Fiscal Year Ended September 30, | |||||||||
Options Granted During | 2016 | 2015 | 2014 | ||||||
Assumptions: | |||||||||
Expected term (in years) | 5.1 | 5.1 | 5.1 | ||||||
Expected volatility | 40.40 | % | 42.08 | % | 43.23 | % | |||
Risk-free interest rate | 1.73 | % | 1.55 | % | 1.80 | % | |||
Expected dividend yield | 1.65 | % | 1.25 | % | 1.23 | % | |||
The expected option term represents the period of time that the options granted are expected to be outstanding and was based on historical experience. The Company used its historical stock prices over the expected term as the basis for the Company’s volatility assumption. The assumed risk-free interest rates were based on five-year U.S. Treasury rates in effect at the time of grant. The expected dividend yield was based on average actual yield on the ex-dividend date. The weighted-average per share grant date fair values for stock option grants during fiscal 2016, 2015 and 2014 were $13.44, $15.54 and $16.91, respectively.
Stock Awards — A summary of the Company’s stock award activity is as follows:
Fiscal Year Ended September 30, | ||||||||||||||||||||
2016 | 2015 | 2014 | ||||||||||||||||||
Number of Shares | Weighted- Average Grant Date Fair Value | Number of Shares | Weighted- Average Grant Date Fair Value | Number of Shares | Weighted- Average Grant Date Fair Value | |||||||||||||||
Beginning of year | 273,992 | $ | 46.84 | 609,869 | $ | 41.70 | 609,871 | $ | 35.55 | |||||||||||
Granted | 323,800 | 40.33 | 37,725 | 44.50 | 305,900 | 47.72 | ||||||||||||||
Forfeited | (53,928 | ) | 45.71 | (17,606 | ) | 41.36 | (42,406 | ) | 37.22 | |||||||||||
Vested | (230,058 | ) | 43.28 | (355,996 | ) | 38.06 | (263,496 | ) | 35.17 | |||||||||||
End of year | 313,806 | $ | 42.93 | 273,992 | $ | 46.84 | 609,869 | $ | 41.70 | |||||||||||
The total fair value of shares vested during fiscal 2016, 2015 and 2014 was $10.7 million, $14.3 million and $12.5 million, respectively. The actual income tax benefit realized totaled $3.9 million, $5.3 million and $4.6 million for those same periods.
As of September 30, 2016, the Company had $6.2 million of unrecognized compensation expense related to stock awards, which will be recognized over a weighted-average period of 2.0 years.
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Performance Share Awards — A summary of the Company’s performance share awards activity is as follows:
Fiscal Year Ended September 30, | ||||||||||||||||||||
2016 | 2015 | 2014 | ||||||||||||||||||
Number of Shares | Weighted- Average Grant Date Fair Value | Number of Shares | Weighted- Average Grant Date Fair Value | Number of Shares | Weighted- Average Grant Date Fair Value | |||||||||||||||
Beginning of year | 129,475 | $ | 54.94 | 257,475 | $ | 45.44 | 358,800 | $ | 36.90 | |||||||||||
Granted | 78,175 | 47.07 | — | — | 52,475 | 55.17 | ||||||||||||||
Forfeited | (31,326 | ) | 52.90 | — | — | (7,492 | ) | 40.00 | ||||||||||||
Performance adjustments | (27,874 | ) | 54.71 | (44,800 | ) | 35.84 | 146,134 | 28.23 | ||||||||||||
Vested | (44,900 | ) | 54.59 | (83,200 | ) | 35.84 | (292,442 | ) | 28.24 | |||||||||||
End of year | 103,550 | $ | 49.83 | 129,475 | $ | 54.94 | 257,475 | $ | 45.44 | |||||||||||
Performance share awards generally vest over a three year service period following the grant date. Performance shares vest under two separate measurement criteria. The first type vest only if the Company’s total shareholder return (TSR) over the three-year term of the awards compares favorably to that of a comparator group of companies. The second type vest only if the Company’s return on invested capital (ROIC) over the vesting period compares favorably to that of a comparator group of companies. Potential payouts range from zero to 200% of the target awards and changes from target amounts are reflected as performance adjustments. Actual payouts for TSR performance share awards vesting in the fiscal years ending September 30, 2016, 2015 and 2014 were 80%, 65% and 200% of target levels, respectively. Awards based on ROIC were not granted until fiscal 2016, therefore these awards will not fully vest until September 2018. In October 2016, 42,571 shares of Common Stock were issued from treasury for unpaid performance shares that vested in fiscal 2016. An income tax benefit is recognized in the year of Common Stock issuance. The Company realized an income tax benefit of $1.3 million, $4.1 million and $1.7 million in fiscal 2016, 2015 and 2014, respectively, related to the issuance of performance shares.
As of September 30, 2016, the Company had $2.6 million of unrecognized compensation expense related to performance share awards, which will be recognized over a weighted-average period of 1.8 years.
The grant date fair values of the TSR performance share awards were estimated using a Monte Carlo simulation model utilizing the following weighted-average assumptions:
Fiscal Year Ended September 30, | ||||||
Total Shareholder Return Performance Shares Granted During | 2016 | 2014 | ||||
Assumptions: | ||||||
Expected term (in years) | 2.88 | 3.03 | ||||
Expected volatility | 33.28 | % | 39.75 | % | ||
Risk-free interest rate | 1.20 | % | 1.07 | % | ||
The Company used its historical stock prices as the basis for the Company’s volatility assumption. The assumed risk-free interest rates were based on U.S. Treasury rates in effect at the time of grant. The expected term was based on the vesting period. The weighted-average fair value used to record compensation expense for TSR performance share awards granted during fiscal 2016 and 2014 was $54.33 and $55.17 per award, respectively. There were no performance share awards granted in fiscal 2015, because of the change in annual grant date from September to November of the following fiscal year.
ROIC performance shares are granted as target awards. A payout factor has been established ranging from zero to 200% of the target award based on the Company's actual performance compared to performance of a peer group over the vesting period. Compensation expense is recorded ratably over the vesting period based on the amount of award that is expected to be earned under the plan formula, adjusted each reporting period based on current information.
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Cash-Settled Stock Appreciation Rights — In fiscal 2016 and 2014, the Company granted employees 27,900 and 32,625 cash-settled SARs, respectively. There were no cash-settled SARs granted during fiscal 2015. Each SAR award represents the right to receive cash equal to the excess of the per share price of the Company’s Common Stock on the date that a participant exercises such right over the grant date price of the Company’s Common Stock. Compensation cost for SARs is remeasured at each reporting period based on the estimated fair value on the date of grant using the Black Scholes option-pricing model, utilizing assumptions similar to stock option awards and is recognized as an expense over the requisite service period. SARs are subsequently remeasured at each interim reporting period based on a revised Black Scholes value. The total value of SARs exercised during fiscal 2016, 2015 and 2014 was $1.2 million, $2.1 million and $3.6 million, respectively.
As of September 30, 2016, the Company had $0.2 million of unrecognized compensation expense related to SAR awards, which will be recognized over a weighted-average period of 1.2 years.
Cash-Settled Restricted Stock Units — In fiscal 2016 and 2014, the Company granted employees 13,700 and 17,750 cash-settled RSUs, respectively. There were no cash-settled RSUs granted during fiscal 2015. Each RSU award provides recipients the right to receive cash equal to the value of a share of the Company’s Common Stock at predetermined vesting dates. Compensation cost for RSUs is remeasured at each reporting period and is recognized as an expense over the requisite service period. The total value of RSUs vested during fiscal 2016, 2015 and 2014 was $0.6 million, $2.1 million and $5.8 million, respectively.
As of September 30, 2016, the Company had $0.4 million of unrecognized compensation expense related to RSUs, which will be recognized over a weighted-average period of 1.2 years.
16. Restructuring and Other Charges
On September 21, 2016, the Company committed to transition its access equipment aftermarket parts distribution network to a third party logistics company. Concurrent with this decision, the Company’s access equipment segment committed to cease operations at its Orrville, Ohio parts distribution center by August 1, 2017. This initiative is intended to improve customer service levels, increase operational efficiency and allow the Company to reallocate resources to invest in future growth. With the Company’s announced intent to outsource its aftermarket parts distribution to a third party, the Company abandoned an information system which was developed to support aftermarket parts distribution and recognized a pre-tax impairment charge of $26.9 million in the fourth quarter of fiscal 2016. The Company expects to incur cash charges related to severance costs and other employment-related benefits of approximately $3.0 million related to this decision.
Pre-tax restructuring charges for fiscal year ended September 30, 2016 were as follows (in millions):
Cost of Sales | Operating Expenses | Total | ||||||||||
Access equipment | $ | 0.9 | $ | 26.9 | $ | 27.8 | ||||||
Changes in the Company's restructuring reserves, included within “Other current liabilities” in the Consolidated Balance Sheets, were as follows (in millions):
Employee Severance and Termination Benefits | Asset Impairment | Total | ||||||||||
Balance at September 30, 2015 | $ | — | $ | — | $ | — | ||||||
Restructuring provision | 0.9 | 26.9 | 27.8 | |||||||||
Utilized - cash | — | — | — | |||||||||
Utilized - noncash | — | (26.9 | ) | (26.9 | ) | |||||||
Balance as of September 30, 2016 | $ | 0.9 | $ | — | $ | 0.9 | ||||||
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17. Employee Benefit Plans
Defined Benefit Plans — Oshkosh and certain of its subsidiaries sponsor multiple defined benefit pension plans for certain employees providing services to Oshkosh, Oshkosh Defense, Airport Products, Oshkosh Commercial and Pierce. The benefits provided are based primarily on average compensation, years of service and date of birth. Hourly plans are generally based on years of service and a benefit dollar multiplier. The Company periodically amends the plans, including changing the benefit dollar multipliers and other revisions. Effective December 31, 2012, salaried participants in the pension plans no longer receive credit, other than for vesting purposes, for eligible earnings. In December 2013, the Pierce pension plan was amended to close participation in the plan for new production employees. Effective October 1, 2016, the Oshkosh Defense hourly defined benefit pension plan is closed to new production employees, who will instead participate in an expanded Company-sponsored, defined contribution plan.
In connection with staffing reductions in the defense segment as a result of declining sales to the DoD, the Company recorded pension curtailment losses of $6.8 million during fiscal 2014. During fiscal 2014, the Company amended the Oshkosh and Pierce pension plans to offer qualified terminated vested plan participants and/or their beneficiaries the option of an immediate lump sum distribution or monthly annuity during a limited window of time. A settlement charge of $1.4 million was recorded during fiscal 2014 based on the results of the offer.
Supplemental Executive Retirement Plans — The Company maintains defined benefit SERPs for certain executive officers of the Company and its subsidiaries. Benefits are based upon the employees' earnings. In fiscal 2013, the Oshkosh SERP was amended to freeze benefits under the plan and the Company established the Trust to fund obligations under the Oshkosh SERP. As of September 30, 2016, the Trust held assets of $21.7 million. The Trust assets are subject to claims of the Company's creditors. The Trust assets are included in “Other current assets” and “Other long-term assets” in the Consolidated Balance Sheets. The Company recognized $1.8 million, $0.8 million and $1.7 million of expense for liabilities under the defined contribution SERP in fiscal 2016, 2015 and 2014, respectively.
Postretirement Medical Plans — Oshkosh and certain of its subsidiaries sponsor multiple postretirement benefit plans for Oshkosh Defense, JLG, Pierce and Kewaunee hourly employees, retirees and their spouses. The plans generally provide health benefits based on years of service and date of birth. These plans are unfunded.
In connection with staffing reductions in the defense segment, the Company recorded post-employment curtailment gains of $3.4 million and $10.0 million during fiscal 2015 and 2014, respectively.
Changes in benefit obligations and plan assets, as well as the funded status of the Company’s defined benefit pension plans and postretirement benefit plans as of and for the fiscal years ended September 30, 2016 and 2015, were as follows (in millions):
Postretirement | |||||||||||||||
Pension Benefits | Health and Other | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Accumulated benefit obligation at September 30 | $ | 474.9 | $ | 410.3 | $ | 47.2 | $ | 37.5 | |||||||
Change in projected benefit obligation | |||||||||||||||
Benefit obligation at October 1 | $ | 414.9 | $ | 403.2 | $ | 37.5 | $ | 44.0 | |||||||
Service cost | 8.8 | 8.2 | 2.0 | 1.7 | |||||||||||
Interest cost | 18.3 | 18.1 | 1.5 | 1.7 | |||||||||||
Actuarial loss (gain) | 56.4 | (3.3 | ) | 8.3 | (5.5 | ) | |||||||||
Participant contributions | 0.2 | 0.2 | — | — | |||||||||||
Plan amendments | 1.1 | 1.1 | — | — | |||||||||||
Curtailments | — | — | — | (2.2 | ) | ||||||||||
Benefits paid | (13.2 | ) | (11.1 | ) | (2.1 | ) | (2.2 | ) | |||||||
Currency translation adjustments | (4.2 | ) | (1.5 | ) | — | — | |||||||||
Benefit obligation at September 30 | $ | 482.3 | $ | 414.9 | $ | 47.2 | $ | 37.5 | |||||||
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Postretirement | |||||||||||||||
Pension Benefits | Health and Other | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Change in plan assets | |||||||||||||||
Fair value of plan assets at October 1 | $ | 312.5 | $ | 320.6 | $ | — | $ | — | |||||||
Actual return on plan assets | 37.7 | 4.7 | — | — | |||||||||||
Company contributions | 3.1 | 2.7 | 2.1 | 2.2 | |||||||||||
Participant contributions | 0.2 | 0.2 | — | — | |||||||||||
Expenses paid | (2.2 | ) | (2.8 | ) | — | — | |||||||||
Benefits paid | (13.2 | ) | (11.1 | ) | (2.1 | ) | (2.2 | ) | |||||||
Currency translation adjustments | (4.1 | ) | (1.8 | ) | — | — | |||||||||
Fair value of plan assets at September 30 | $ | 334.0 | $ | 312.5 | $ | — | $ | — | |||||||
Funded status of plan - underfunded at September 30 | $ | (148.3 | ) | $ | (102.4 | ) | $ | (47.2 | ) | $ | (37.5 | ) | |||
Recognized in consolidated balance sheet at September 30 | |||||||||||||||
Prepaid benefit cost (long-term asset) | $ | — | $ | 3.9 | $ | — | $ | — | |||||||
Accrued benefit liability (current liability) | (2.0 | ) | (1.5 | ) | (1.5 | ) | (1.6 | ) | |||||||
Accrued benefit liability (long-term liability) | (146.3 | ) | (104.8 | ) | (45.7 | ) | (35.9 | ) | |||||||
$ | (148.3 | ) | $ | (102.4 | ) | $ | (47.2 | ) | $ | (37.5 | ) | ||||
Recognized in accumulated other comprehensive income (loss) as of September 30 (net of taxes) | |||||||||||||||
Net actuarial (loss) gain | $ | (69.0 | ) | $ | (47.0 | ) | $ | (4.5 | ) | $ | 0.8 | ||||
Prior service (cost) benefit | (9.1 | ) | (9.5 | ) | 8.7 | 9.3 | |||||||||
$ | (78.1 | ) | $ | (56.5 | ) | $ | 4.2 | $ | 10.1 | ||||||
Weighted-average assumptions as of September 30 | |||||||||||
Discount rate | 3.70 | % | 4.45 | % | 3.47 | % | 4.08 | % | |||
Expected return on plan assets | 5.78 | % | 6.03 | % | n/a | n/a | |||||
Pension benefit plans with accumulated benefit obligations in excess of plan assets consisted of the following as of September 30 (in millions):
2016 | 2015 | ||||||
Projected benefit obligation | $ | 482.3 | $ | 391.6 | |||
Accumulated benefit obligation | 474.9 | 385.2 | |||||
Fair value of plan assets | 334.0 | 285.4 | |||||
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The components of net periodic benefit cost (income) for fiscal years ended September 30 were as follows (in millions):
Postretirement | |||||||||||||||||||||||
Pension Benefits | Health and Other | ||||||||||||||||||||||
2016 | 2015 | 2014 | 2016 | 2015 | 2014 | ||||||||||||||||||
Components of net periodic benefit cost (income) | |||||||||||||||||||||||
Service cost | $ | 8.8 | $ | 8.2 | $ | 8.1 | $ | 2.0 | $ | 1.7 | $ | 2.2 | |||||||||||
Interest cost | 18.3 | 18.1 | 17.7 | 1.5 | 1.7 | 2.0 | |||||||||||||||||
Expected return on plan assets | (17.4 | ) | (17.9 | ) | (19.8 | ) | — | — | — | ||||||||||||||
Amortization of prior service cost (benefit) | 1.8 | 1.7 | 2.0 | (0.9 | ) | (0.9 | ) | (1.6 | ) | ||||||||||||||
Curtailment/settlement | — | — | 8.2 | — | (3.4 | ) | (10.0 | ) | |||||||||||||||
Amortization of net actuarial loss (gain) | 2.3 | 2.6 | 0.6 | (0.1 | ) | 0.1 | 0.2 | ||||||||||||||||
Expenses paid | 2.2 | 2.8 | 3.2 | — | — | — | |||||||||||||||||
Net periodic benefit cost (income) | $ | 16.0 | $ | 15.5 | $ | 20.0 | $ | 2.5 | $ | (0.8 | ) | $ | (7.2 | ) | |||||||||
Other changes in plan assets and benefit obligations recognized in other comprehensive income | |||||||||||||||||||||||
Net actuarial loss (gain) | $ | 36.6 | $ | 10.0 | $ | 32.8 | $ | 8.3 | $ | (7.7 | ) | $ | (0.8 | ) | |||||||||
Prior service cost | 1.1 | 1.1 | 1.1 | — | — | — | |||||||||||||||||
Amortization of prior service benefit (cost) | (1.8 | ) | (1.7 | ) | (2.0 | ) | 0.9 | 0.9 | 1.6 | ||||||||||||||
Curtailment/settlement | — | — | (8.2 | ) | — | 3.4 | 10.0 | ||||||||||||||||
Amortization of net actuarial (loss) gain | (2.3 | ) | (2.6 | ) | (0.6 | ) | 0.1 | (0.1 | ) | (0.2 | ) | ||||||||||||
$ | 33.6 | $ | 6.8 | $ | 23.1 | $ | 9.3 | $ | (3.5 | ) | $ | 10.6 | |||||||||||
Weighted-average assumptions | |||||||||||||||||
Discount rate | 4.45 | % | 4.52 | % | 5.07 | % | 4.08 | % | 4.04 | % | 4.76 | % | |||||
Expected return on plan assets | 6.03 | % | 6.25 | % | 6.50 | % | n/a | n/a | n/a | ||||||||
Included in “Accumulated other comprehensive income (loss)” in the Consolidated Balance Sheet at September 30, 2016 are prior service costs of $1.8 million ($1.1 million net of tax) and unrecognized net actuarial losses of $4.1 million ($2.6 million net of tax) expected to be recognized in pension and supplemental employee retirement plan net periodic benefit costs during fiscal 2017.
The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligation for the Company was 6.5% in fiscal 2016, declining to 5.0% in fiscal 2022. If the health care cost trend rate was increased by 100 basis points, the accumulated postretirement benefit obligation at September 30, 2016 would increase by $11.4 million and the net periodic postretirement benefit cost for fiscal 2017 would increase by $1.3 million. A corresponding decrease of 100 basis points would decrease the accumulated postretirement benefit obligation at September 30, 2016 by $8.2 million and the net periodic postretirement benefit cost for fiscal 2017 would decrease by $0.9 million.
The Company’s Board of Directors has appointed an Investment Committee (Committee), which consists of members of management, to manage the investment of the Company’s pension plan assets. The Committee has established and operates under an Investment Policy. The Committee determines the asset allocation and target ranges based upon periodic asset/liability studies and capital market projections. The Committee retains external investment managers to invest the assets and an adviser to monitor the performance of the investment managers. The Investment Policy prohibits certain investment transactions, such as commodity contracts, margin transactions, short selling and investments in Company securities, unless the Committee gives prior approval.
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The weighted-average of the Company’s pension plan asset allocations and target allocations at September 30, 2016 by asset category, were as follows:
Target % | 2016 | |||
Asset Category | ||||
Fixed income | 30% - 40% | 36 | % | |
Large-cap equity | 25% - 35% | 33 | % | |
Mid-cap equity | 5% - 15% | 8 | % | |
Small-cap equity | 5% - 15% | 10 | % | |
Global equity | 5% - 15% | 11 | % | |
Other | 0% - 5% | 2 | % | |
100 | % | |||
The Company's pension plan investment strategy is based on an expectation that, over time, equity securities will provide
higher returns than debt securities. The plans primarily minimize the risk of larger losses under this strategy through diversification of investments by asset class, by investing in different styles of investment management within the classes and using a number of different investment managers. Beginning in fiscal 2016, the Company began to implement a dynamic liability driven investment strategy for those pension plans with frozen benefits. The objective of this strategy is to more closely align the pension plan assets with its pension plan liabilities in terms of how both respond to changes in interest rates. Plan assets will be allocated to two investment categories, including a category containing high quality fixed income securities and another category comprised of traditional securities and alternative asset classes. Assets are managed externally according to guidelines approved by the Company. Over time, the Company intends to reduce assets allocated to the return seeking category and correspondingly increase assets allocated to the high quality fixed income category to align assets more closely with the pension plan obligations.
The plans’ expected return on assets is based on management’s and the Committee’s expectations of long-term average rates of return to be achieved by the plans’ investments. These expectations are based on the plans’ historical returns and expected returns for the asset classes in which the plans are invested.
The fair value of plan assets by major category and level within the fair value hierarchy was as follows (in millions):
Quoted Prices for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||
September 30, 2016: | |||||||||||||||
Common stocks | |||||||||||||||
U.S. companies (a) | $ | 66.8 | $ | 5.4 | $ | — | $ | 72.2 | |||||||
International companies (b) | — | 11.5 | — | 11.5 | |||||||||||
Mutual funds (a) | 61.9 | — | — | 61.9 | |||||||||||
Government and agency bonds (c) | — | 5.3 | — | 5.3 | |||||||||||
Corporate bonds and notes (d) | — | 6.0 | — | 6.0 | |||||||||||
Money market funds (e) | 5.8 | — | — | 5.8 | |||||||||||
$ | 134.5 | $ | 28.2 | $ | — | 162.7 | |||||||||
Investments measured at net asset value (NAV) (f) | 171.3 | ||||||||||||||
$ | 334.0 | ||||||||||||||
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Quoted Prices for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||
September 30, 2015: | |||||||||||||||
Common stocks | |||||||||||||||
U.S. companies (a) | $ | 97.5 | $ | 4.8 | $ | — | $ | 102.3 | |||||||
International companies (b) | — | 14.4 | — | 14.4 | |||||||||||
Mutual funds (a) | 90.6 | — | — | 90.6 | |||||||||||
Government and agency bonds (c) | 11.8 | 27.8 | — | 39.6 | |||||||||||
Corporate bonds and notes (d) | — | 46.4 | — | 46.4 | |||||||||||
Money market funds (e) | 19.2 | — | — | 19.2 | |||||||||||
$ | 219.1 | $ | 93.4 | $ | — | $ | 312.5 | ||||||||
_________________________
(a) | Primarily valued using a market approach based on the quoted market prices of identical instruments that are actively traded on public exchanges. |
(b) | Valuation model looks at underlying security “best” price, exchange rate for underlying security's currency against the U.S. Dollar and ratio of underlying security to American depository receipt. |
(c) | These investments consist of debt securities issued by the U.S. Treasury, U.S. government agencies and U.S. government-sponsored enterprises and have a variety of structures, coupon rates and maturities. These investments are considered to have low default risk as they are guaranteed by the U.S. government. Fixed income securities are primarily valued using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported trades. |
(d) | These investments consist of debt obligations issued by a variety of private and public corporations. These are investment grade securities which historically have provided a steady stream of income. Fixed income securities are primarily valued using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported trades. |
(e) | These investments largely consist of short-term investment funds and are valued using a market approach based on the quoted market prices of identical instruments. |
(f) | These investments consists of privately placed funds that are valued based on NAV. NAV of the funds is based on the fair value of each funds underlying investments. In accordance with ASC Subtopic 820-10, certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. |
The following table sets forth additional disclosures for the fair value measurement of the fair value of pension plans assets that calculate fair value based on NAV per share practical expedient as of September 30, 2016 (in millions):
Fair Value | Unfunded Commitments | Redemption Frequency (if Currently Eligible) | Redemption Notice Period(1) | |||||||||
Common collective trust | $ | 171.3 | $ | — | N/A | 15 days | ||||||
_________________________
(1) | Represents the maximum redemption period. A portion of the investment does not have any redemption period restrictions. |
The Company’s policy is to fund the pension plans in amounts that comply with contribution limits imposed by law. The Company expects to make contributions of between $5.0 million to $10.0 million to its pension plans in fiscal 2017.
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The Company’s estimated future benefit payments under Company sponsored plans were as follows (in millions):
Postretirement Health and Other | ||||||||||||
Fiscal Year Ending | Pension Benefits | |||||||||||
September 30, | Qualified | Non-Qualified | ||||||||||
2017 | $ | 10.8 | $ | 2.0 | $ | 1.5 | ||||||
2018 | 12.1 | 1.9 | 1.8 | |||||||||
2019 | 13.6 | 1.9 | 2.1 | |||||||||
2020 | 15.0 | 1.9 | 2.5 | |||||||||
2021 | 16.5 | 1.9 | 2.7 | |||||||||
2022-2026 | 103.6 | 9.8 | 17.9 | |||||||||
Multi-Employer Pension Plans — The Company participates in the Boilermaker-Blacksmith National Pension Trust (Employer Identification Number 48-6168020), a multi-employer defined benefit pension plan related to collective bargaining employees at the Company's Kewaunee facility. The Company's contributions and pension benefits payable under the plan and the administration of the plan are determined by the terms of the related collective-bargaining agreement, which expires on May 1, 2022. The multi-employer plan poses different risks to the Company than single-employer plans in the following respects:
1. | The Company's contributions to the multi-employer plan may be used to provide benefits to all participating employees of the program, including employees of other employers. |
2. | In the event that another participating employer ceases contributions to the multi-employer plan, the Company may be responsible for any unfunded obligations along with the remaining participating employers. |
3. | If the Company chooses to withdraw from the multi-employer plan, then the Company may be required to pay a withdrawal liability, based on the underfunded status of the plan at that time. |
As of December 31, 2015, the plan-certified zone status as defined by the Pension Protection Act of 2006 was Yellow and accordingly the plan has implemented a financial improvement plan or a rehabilitation plan. The Company's contributions to the multi-employer plan did not exceed 5% of the total plan contributions for the fiscal years 2016, 2015 or 2014. The Company made contributions to the plan of $1.2 million, $1.2 million and $1.2 million in fiscal 2016, 2015 and 2014, respectively.
401(k) and Defined Contribution Pension Replacement Plans — The Company has defined contribution 401(k) plans for substantially all domestic employees. The plans allow employees to defer 2% to 100% of their income on a pre-tax basis. Each employee who elects to participate is eligible to receive Company matching contributions, which are based on employee contributions to the plans, subject to certain limitations. The Company also contributes between 3% and 6% of an employee's base pay, depending on age. Amounts expensed for Company matching and discretionary contributions were $35.6 million, $33.4 million and $31.9 million in fiscal 2016, 2015 and 2014, respectively.
18. Income Taxes
Pre-tax income was taxed in the following jurisdictions (in millions):
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Domestic | $ | 277.1 | $ | 316.4 | $ | 373.1 | |||||
Foreign | 29.9 | 9.7 | 58.8 | ||||||||
$ | 307.0 | $ | 326.1 | $ | 431.9 | ||||||
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Significant components of the provision for income taxes were as follows (in millions):
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Allocated to Income Before Equity in Earnings of Unconsolidated Affiliates | |||||||||||
Current: | |||||||||||
Federal | $ | 103.6 | $ | 108.8 | $ | 118.8 | |||||
Foreign | 3.2 | 1.5 | 14.7 | ||||||||
State | 2.6 | 1.1 | 11.3 | ||||||||
Total current | 109.4 | 111.4 | 144.8 | ||||||||
Deferred: | |||||||||||
Federal | (18.5 | ) | (10.8 | ) | (8.5 | ) | |||||
Foreign | 2.0 | (1.3 | ) | (10.5 | ) | ||||||
State | (0.5 | ) | (0.1 | ) | (0.8 | ) | |||||
Total deferred | (17.0 | ) | (12.2 | ) | (19.8 | ) | |||||
$ | 92.4 | $ | 99.2 | $ | 125.0 | ||||||
Allocated to Other Comprehensive Income (Loss) | |||||||||||
Deferred federal, state and foreign | $ | (14.2 | ) | $ | (1.2 | ) | $ | (12.4 | ) | ||
The reconciliation of income tax computed at the U.S. federal statutory tax rates to income tax expense was:
Fiscal Year Ended September 30, | ||||||||
2016 | 2015 | 2014 | ||||||
Effective Rate Reconciliation | ||||||||
U.S. federal tax rate | 35.0 | % | 35.0 | % | 35.0 | % | ||
State income taxes, net | 1.3 | 2.5 | 2.1 | |||||
Foreign taxes | (1.7 | ) | (2.4 | ) | (1.4 | ) | ||
Tax audit settlements | 0.1 | (2.6 | ) | (2.3 | ) | |||
Valuation allowance | (0.6 | ) | 0.4 | (2.4 | ) | |||
Domestic tax credits | (1.5 | ) | (1.3 | ) | (0.4 | ) | ||
Manufacturing deduction | (3.0 | ) | (2.8 | ) | (2.2 | ) | ||
Other, net | 0.5 | 1.6 | 0.6 | |||||
30.1 | % | 30.4 | % | 29.0 | % | |||
During fiscal 2016, the Company recorded discrete tax benefits of $7.5 million (2.4% of pre-tax income), which included benefits related to the reinstatement of the U.S. research and development tax credit for periods prior to fiscal 2016, provision to return adjustments for federal, state, and foreign jurisdictions, and tax reserve releases due to expiration of statutes of limitations. During fiscal 2015, the Company recorded discrete tax benefits of $13.8 million (4.2% of pre-tax income), which included benefits related to the reinstatement of the U.S. research and development tax credit for periods prior to fiscal 2015 and settlement of audits and expiration of statutes of limitations. During fiscal 2014, the Company recorded discrete tax benefits of $25.7 million (6.0% of pre-tax income), which included settlement of audits, changes in filing positions taken in prior years, expiration of statutes of limitations and future realization of losses previously unbenefited.
Deferred tax assets for net operating loss and tax credit carryforwards decreased $2.4 million in fiscal 2016 to $36.4 million at September 30, 2016. Changes included a $4.6 million reduction in net operating loss carryforwards due to the utilization of foreign ($3.8 million) and state ($0.8 million) net operating losses carried forward to fiscal 2016, a $2.8 million increase due to fiscal 2016 state operating losses, a $1.4 million decrease due to the fiscal year 2016 state unrecognized tax benefit addition offsetting a related state net operating loss carryforward deferred tax asset, a $0.7 million increase due to foreign tax credits benefited, a $0.4 million increase due to the creation of new state tax credits in fiscal 2016, and a $0.3 million decrease due to the utilization of federal capital loss carryforwards. The valuation allowance on deferred tax assets decreased $1.2 million in
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fiscal 2016 to $8.6 million at September 30, 2016. Changes included a $1.4 million decrease due to fiscal year 2016 state unrecognized tax benefit addition offsetting a related state net operating loss carryforward deferred tax asset, a $0.5 million increase due to fiscal 2016 state operating losses not benefited, and a $0.3 million decrease due to the utilization of federal capital loss carryforwards.
Deferred income tax assets and liabilities were comprised of the following (in millions):
September 30, | |||||||
2016 | 2015 | ||||||
Deferred tax assets: | |||||||
Other long-term liabilities | $ | 109.9 | $ | 93.7 | |||
Losses and credits | 36.4 | 38.8 | |||||
Accrued warranty | 27.0 | 25.1 | |||||
Other current liabilities | 31.1 | 23.5 | |||||
Payroll-related obligations | 28.2 | 18.9 | |||||
Receivables | 6.3 | 6.1 | |||||
Other | (0.8 | ) | 0.4 | ||||
Gross deferred tax assets | 238.1 | 206.5 | |||||
Less valuation allowance | (8.6 | ) | (9.8 | ) | |||
Deferred tax assets, net | 229.5 | 196.7 | |||||
Deferred tax liabilities: | |||||||
Intangible assets | 167.0 | 178.3 | |||||
Property, plant and equipment | 47.4 | 38.2 | |||||
Inventories | 15.5 | 9.0 | |||||
Other | 2.5 | 4.7 | |||||
Deferred tax liabilities | 232.4 | 230.2 | |||||
Deferred tax liabilities, net of deferred tax assets | $ | (2.9 | ) | $ | (33.5 | ) | |
The net deferred tax liability is classified in the Consolidated Balance Sheets as follows (in millions):
September 30, | |||||||
2016 | 2015 | ||||||
Long-term net deferred tax asset | $ | 8.4 | $ | 8.6 | |||
Long-term net deferred tax liability | (11.3 | ) | (42.1 | ) | |||
Net deferred tax liabilities | $ | (2.9 | ) | $ | (33.5 | ) | |
As of September 30, 2016, the Company had $41.3 million of net operating loss carryforwards available to reduce future taxable income of certain foreign subsidiaries in countries which allow such losses to be carried forward anywhere from seven years to an unlimited period. In addition, the Company had $201.7 million of state net operating loss carryforwards, which are subject to expiration in 2017 to 2036, capital loss carryforwards of $9.7 million, which are subject to expiration from 2017 to 2018, state credit carryforwards of $11.3 million, which are subject to expiration in 2022 to 2031, and foreign tax credit carryforwards of $5.2 million which will expire in 2026 to 2027. Deferred tax assets for foreign net operating loss carryforwards, state net operating loss carryforwards, capital loss carryforwards, state credit carryforwards and foreign tax credit carryforwards were $10.6 million, $9.6 million, $3.6 million, $7.4 million and $5.2 million, respectively. Amounts are reviewed for recoverability based on historical taxable income, the expected reversals of existing temporary differences, tax-planning strategies and projections of future taxable income. The Company maintains a valuation allowance against foreign deferred tax assets, state deferred tax assets and capital loss carryforwards of $0.4 million, $4.6 million and $3.6 million, respectively, as of September 30, 2016.
The Company does not provide for U.S. income taxes on undistributed earnings of its foreign operations that are intended to be indefinitely reinvested. At September 30, 2016, these earnings amounted to $194.2 million. If these earnings were repatriated to the United States, the Company would be required to accrue and pay U.S. federal income taxes and foreign withholding taxes,
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as adjusted for foreign tax credits. Determination of the amount of any unrecognized deferred income tax liability on these earnings is not practicable.
A reconciliation of gross unrecognized tax benefits, excluding interest and penalties, was as follows (in millions):
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Balance at beginning of year | $ | 27.0 | $ | 33.5 | $ | 37.0 | |||||
Additions for tax positions related to current year | 7.6 | 4.6 | 7.0 | ||||||||
Additions for tax positions related to prior years | 8.4 | 2.1 | 5.2 | ||||||||
Reductions for tax positions related to prior years | (1.1 | ) | — | (2.6 | ) | ||||||
Settlements | (3.0 | ) | (8.6 | ) | (10.1 | ) | |||||
Lapse of statutes of limitations | (1.5 | ) | (4.5 | ) | (3.0 | ) | |||||
Foreign currency translation | — | (0.1 | ) | — | |||||||
Balance at end of year | $ | 37.4 | $ | 27.0 | $ | 33.5 | |||||
As of September 30, 2016, net unrecognized tax benefits of $19.0 million would affect the Company’s effective tax rate if recognized. The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits in the “Provision for income taxes” in the Consolidated Statements of Income. During the fiscal years ended September 30, 2016, 2015 and 2014, the Company recognized (income) expense of $(1.2) million, $(3.0) million and $1.5 million related to interest and penalties, respectively. At September 30, 2016 and 2015, the Company had accruals for the payment of interest and penalties of $10.0 million and $12.0 million, respectively. During the twelve month period following September 30, 2016, it is reasonably possible that federal, state and foreign tax audit resolutions could reduce unrecognized tax benefits by approximately $2.4 million, either because the Company’s tax positions are sustained on audit, because the Company agrees to their disallowance or the statute of limitations closes.
The Company files federal income tax returns, as well as multiple state, local and non-U.S. jurisdiction tax returns. The Company is regularly audited by federal, state and foreign tax authorities. During fiscal 2016, the U.S. Internal Revenue Service completed its audit of the Company for the taxable years ended September 30, 2012 and 2013. As of September 30, 2016, tax years open for examination under applicable statutes were as follows:
Tax Jurisdiction | Open Tax Years | |
Australia | 2009 - 2016 | |
Belgium | 2013 - 2016 | |
Brazil | 2010 - 2016 | |
Canada | 2012 - 2016 | |
China | 2012 - 2016 | |
Romania | 2010 - 2016 | |
The Netherlands | 2011 - 2016 | |
United States (federal) | 2014 - 2016 | |
United States (state and local) | 2010 - 2016 | |
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19. Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) by component were as follows (in millions):
Employee Pension and Postretirement Benefits, Net of Tax | Cumulative Translation Adjustments | Derivative Instruments | Accumulated Other Comprehensive Income (Loss) | ||||||||||||
Balance at September 30, 2013 | $ | (23.0 | ) | $ | 8.4 | $ | — | $ | (14.6 | ) | |||||
Other comprehensive income (loss) before reclassifications | (20.8 | ) | (33.4 | ) | — | (54.2 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | (0.4 | ) | — | — | (0.4 | ) | |||||||||
Net current period other comprehensive income (loss) | (21.2 | ) | (33.4 | ) | — | (54.6 | ) | ||||||||
Balance at September 30, 2014 | (44.2 | ) | (25.0 | ) | — | (69.2 | ) | ||||||||
Other comprehensive income (loss) before reclassifications | (3.7 | ) | (73.1 | ) | 0.3 | (76.5 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 1.5 | — | (0.2 | ) | 1.3 | ||||||||||
Net current period other comprehensive income (loss) | (2.2 | ) | (73.1 | ) | 0.1 | (75.2 | ) | ||||||||
Balance at September 30, 2015 | (46.4 | ) | (98.1 | ) | 0.1 | (144.4 | ) | ||||||||
Other comprehensive income (loss) before reclassifications | (29.5 | ) | (3.0 | ) | (0.2 | ) | (32.7 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income (loss) | 2.0 | — | 0.1 | 2.1 | |||||||||||
Net current period other comprehensive income (loss) | (27.5 | ) | (3.0 | ) | (0.1 | ) | (30.6 | ) | |||||||
Balance at September 30, 2016 | $ | (73.9 | ) | $ | (101.1 | ) | $ | — | $ | (175.0 | ) | ||||
Reclassifications out of accumulated other comprehensive income (loss) included in the computation of net periodic pension and postretirement benefit cost (refer to Note 17 of the Notes to Consolidated Financial Statements for additional details regarding employee benefit plans) were as follows (in millions):
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Amortization of employee pension and postretirement benefits items | |||||||||||
Prior service costs | $ | (0.9 | ) | $ | (0.8 | ) | $ | (0.4 | ) | ||
Actuarial losses | (2.2 | ) | (2.7 | ) | (0.8 | ) | |||||
Curtailment/settlement | — | 1.2 | 1.8 | ||||||||
Total before tax | (3.1 | ) | (2.3 | ) | 0.6 | ||||||
Tax benefit (provision) | 1.1 | 0.8 | (0.2 | ) | |||||||
Net of tax | $ | (2.0 | ) | $ | (1.5 | ) | $ | 0.4 | |||
20. Earnings Per Share
Prior to September 1, 2013, the Company granted awards of nonvested stock that contained a nonforfeitable right to dividends, if declared. In accordance with FASB ASC Topic 260, Earnings Per Share, these awards are considered to be participating securities and as a result, earnings per share is calculated using the two-class method. The two-class method is an earnings allocation method that determines earnings per share for common shares and participating securities. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Participating securities and common shares have equal rights to undistributed earnings.
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Effective September 1, 2013, new grants of awards of nonvested stock do not contain a nonforfeitable right to dividends during the vesting period. As a result, an employee will forfeit the right to dividends accrued on unvested awards if such awards do not ultimately vest. As such, these awards are not treated as participating securities in the earnings per share calculation as the employees do not have equivalent dividend rights as common shareholders.
The calculation of basic and diluted earnings per common share was as follows (in millions, except number of share amounts):
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Net income | $ | 216.4 | $ | 229.5 | $ | 309.3 | |||||
Earnings allocated to participating securities | — | (0.5 | ) | (1.2 | ) | ||||||
Earnings available to common shareholders | $ | 216.4 | $ | 229.0 | $ | 308.1 | |||||
Basic Earnings Per Share: | |||||||||||
Weighted-average common shares outstanding | 73,570,020 | 77,990,432 | 84,123,949 | ||||||||
Diluted Earnings Per Share: | |||||||||||
Basic weighted-average common shares outstanding | 73,570,020 | 77,990,432 | 84,123,949 | ||||||||
Dilutive stock options and other equity-based compensation awards | 862,898 | 1,101,303 | 1,540,287 | ||||||||
Participating restricted stock | — | (110,317 | ) | (206,601 | ) | ||||||
Diluted weighted-average common shares outstanding | 74,432,918 | 78,981,418 | 85,457,635 | ||||||||
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:
Fiscal Year Ended September 30, | ||||||||
2016 | 2015 | 2014 | ||||||
Stock options | 224,200 | 1,153,252 | 1,082,432 | |||||
21. 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 September 30, 2016 and 2015, the estimated net liabilities for product and general liability claims totaled $38.3 million and $40.4 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 $503.6 million and open standby letters of credit issued by the Company’s banks in favor of third parties totaling $110.8 million at September 30, 2016.
Other Matters — The Company is subject to other environmental matters and legal proceedings and claims, including patent, antitrust, product liability, 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.
At September 30, 2016, approximately 26% of the Company’s workforce was covered under collective bargaining agreements.
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The Company derived a significant portion of its revenue from the DoD, as follows (in millions):
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
DoD | $ | 1,205.0 | $ | 922.1 | $ | 1,603.7 | |||||
Foreign military sales | 1.8 | 0.3 | 28.0 | ||||||||
Total DoD sales | $ | 1,206.8 | $ | 922.4 | $ | 1,631.7 | |||||
No other customer represented more than 10% of sales for fiscal 2016, 2015 or 2014.
Certain risks are inherent in doing business with the DoD, including technological changes and changes in levels of defense spending. All DoD contracts contain a provision that they may be terminated at any time at the convenience of the U.S. government. In such an event, the Company is entitled to recover allowable costs plus a reasonable profit earned to the date of termination.
Because the Company is a relatively large defense contractor, the Company’s U.S. government contract operations are subject to extensive annual audit processes and to U.S. government investigations of business practices and cost classifications from which legal or administrative proceedings can result. Based on U.S. government procurement regulations, under certain circumstances the Company could be fined, as well as suspended or debarred from U.S. government contracting. During a suspension or debarment, the Company would also be prohibited from selling equipment or services to customers that depend on loans or financial commitments from the Export Import Bank, Overseas Private Investment Corporation and similar U.S. government agencies.
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 ruled in the Company's favor in connection with that challenge. At this time, the Company is unable to estimate the ultimate impact of this challenge and subsequent ruling in the Company's favor.
Certain of the Company's sales in the defense segment are made pursuant to contracts with the U.S. government with pricing based on the costs as determined by the Company to produce products or perform services under the contracts. Cost-based pricing is determined under the Federal Acquisition Regulations (FAR). The FAR provide guidance on the types of costs that are allowable in establishing prices for goods and services under U.S. government contracts. Pension and other postretirement benefit costs are allocated to contracts as allowed costs based upon the U.S. Government Cost Accounting Standards (CAS). The CAS requirements for pension and other postretirement benefit costs differ from amounts recorded under generally accepted accounting principles in the United States of America. On December 31, 2012, the Oshkosh salaried defined benefit plan was frozen such that salaried employees would no longer accrue additional benefits under this plan. This resulted in a plan curtailment. Under CAS, when there is a plan curtailment of benefits, the contractor must determine the difference between the actuarial accrued liability and the market value of the assets. The difference represents an adjustment to previously-determined pension costs and the government shares in the difference, whether a credit or charge based on that portion of pension plan costs that related to CAS-covered contracts during the applicable time period. On March 7, 2014, the Company received notification from the U.S. government that the government concluded its review of the Company's proposed adjustment to previously-determined pension costs. The Company recorded revenue of $4.6 million in the defense segment in fiscal 2014 as a result of reaching an agreement with its U.S. government customer regarding this matter.
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. The Company reduced fiscal 2014 net sales and operating income by $8.9 million as a result of reductions in other post-employment benefit eligible costs under historical cost-plus government contracts for periods prior to fiscal 2014.
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22. Business Segment Information
The Company is organized into four reportable segments based on the internal organization used by management 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. The Company’s segments are as follows:
Access Equipment: This segment consists of JLG and JerrDan. JLG manufactures aerial work platforms and telehandlers that are sold worldwide for use in a wide variety of construction, agricultural, industrial, institutional and general maintenance applications to position workers and materials at elevated heights. Access equipment customers include equipment rental companies, construction contractors, manufacturing companies and home improvement centers. JerrDan manufactures and markets towing and recovery equipment in the U.S. and abroad.
Defense: This segment consists of Oshkosh Defense. Oshkosh Defense manufactures tactical wheeled vehicles and supply parts and services for the U.S. military and for other militaries around the world. Sales to the DoD accounted for 86.1%, 91.9% and 91.2% of the segment’s sales for fiscal 2016, 2015 and 2014, respectively.
Fire & Emergency: This segment includes Pierce, Airport Products and Kewaunee. These business units manufacture and market commercial and custom fire vehicles, simulators and emergency vehicles primarily for fire departments, airports and other governmental units, and broadcast vehicles for broadcasters and TV stations in the U.S. and abroad.
Commercial: This segment includes McNeilus, CON-E-CO, London, IMT and Oshkosh Commercial. McNeilus, CON-E-CO, London and Oshkosh Commercial manufacture, market and distribute concrete mixers, portable concrete batch plants and vehicle and vehicle body components. McNeilus and London also manufacture, market and distribute refuse collection vehicles and components. IMT is a manufacturer of field service vehicles and truck-mounted cranes for niche markets. Sales are made primarily to commercial and municipal customers in the Americas.
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 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 or shared 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. The accounting policies of the reportable segments are the same as those described in Note 2 of the Notes to Consolidated Financial Statements.
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Selected financial information concerning the Company’s reportable segments and product lines is as follows (in millions):
Fiscal Year Ended September 30, | |||||||||||||||||||||||||||||||||||
2016 | 2015 | 2014 | |||||||||||||||||||||||||||||||||
External Customers | Inter- segment | Net Sales | External Customers | Inter- segment | Net Sales | External Customers | Inter- segment | Net Sales | |||||||||||||||||||||||||||
Access equipment | |||||||||||||||||||||||||||||||||||
Aerial work platforms | $ | 1,539.5 | $ | — | $ | 1,539.5 | $ | 1,627.0 | $ | — | $ | 1,627.0 | $ | 1,746.0 | $ | — | $ | 1,746.0 | |||||||||||||||||
Telehandlers | 773.9 | — | 773.9 | 1,126.1 | — | 1,126.1 | 1,157.2 | — | 1,157.2 | ||||||||||||||||||||||||||
Other | 699.0 | — | 699.0 | 647.5 | — | 647.5 | 603.3 | — | 603.3 | ||||||||||||||||||||||||||
Total access equipment | 3,012.4 | — | 3,012.4 | 3,400.6 | — | 3,400.6 | 3,506.5 | — | 3,506.5 | ||||||||||||||||||||||||||
Defense | 1,349.3 | 1.8 | 1,351.1 | 931.8 | 8.0 | 939.8 | 1,724.2 | 0.3 | 1,724.5 | ||||||||||||||||||||||||||
Fire & emergency | 941.5 | 11.8 | 953.3 | 791.5 | 23.6 | 815.1 | 719.1 | 37.4 | 756.5 | ||||||||||||||||||||||||||
Commercial | |||||||||||||||||||||||||||||||||||
Concrete placement | 463.6 | — | 463.6 | 461.0 | — | 461.0 | 428.2 | — | 428.2 | ||||||||||||||||||||||||||
Refuse collection | 409.1 | — | 409.1 | 385.0 | — | 385.0 | 309.1 | — | 309.1 | ||||||||||||||||||||||||||
Other | 103.3 | 3.2 | 106.5 | 128.2 | 3.8 | 132.0 | 121.1 | 7.5 | 128.6 | ||||||||||||||||||||||||||
Total commercial | 976.0 | 3.2 | 979.2 | 974.2 | 3.8 | 978.0 | 858.4 | 7.5 | 865.9 | ||||||||||||||||||||||||||
Corporate and intersegment eliminations | — | (16.8 | ) | (16.8 | ) | — | (35.4 | ) | (35.4 | ) | — | (45.2 | ) | (45.2 | ) | ||||||||||||||||||||
Consolidated | $ | 6,279.2 | $ | — | $ | 6,279.2 | $ | 6,098.1 | $ | — | $ | 6,098.1 | $ | 6,808.2 | $ | — | $ | 6,808.2 | |||||||||||||||||
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Operating income (loss): | |||||||||||
Access equipment (a) | $ | 263.4 | $ | 407.0 | $ | 501.1 | |||||
Defense (b) | 122.5 | 9.2 | 76.4 | ||||||||
Fire & emergency | 67.0 | 43.8 | 26.6 | ||||||||
Commercial | 67.6 | 64.5 | 53.9 | ||||||||
Corporate | (156.5 | ) | (126.0 | ) | (154.7 | ) | |||||
Intersegment eliminations | — | 0.1 | — | ||||||||
Consolidated | 364.0 | 398.6 | 503.3 | ||||||||
Interest expense net of interest income (c) | (58.3 | ) | (67.6 | ) | (69.4 | ) | |||||
Miscellaneous other income (expense) | 1.3 | (4.9 | ) | (2.0 | ) | ||||||
Income before income taxes and equity in earnings of unconsolidated affiliates | $ | 307.0 | $ | 326.1 | $ | 431.9 | |||||
_________________________
(a) | Fiscal 2016 results include a $26.9 million asset impairment charge and a $0.9 million workforce reduction charge. Fiscal 2015 results include a $2.5 million workforce reduction charge. |
(b) | Fiscal 2014 results include a long-lived asset impairment charge of $1.6 million and a $1.8 million net gain on pension and other post-employment benefit curtailment and settlement charges. |
(c) | Fiscal 2015 and 2014 results include $14.7 million and $10.9 million in debt extinguishment costs, respectively. |
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Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Depreciation and amortization: | |||||||||||
Access equipment | $ | 77.0 | $ | 74.1 | $ | 74.6 | |||||
Defense | 11.1 | 12.2 | 16.1 | ||||||||
Fire & emergency | 9.7 | 10.3 | 12.2 | ||||||||
Commercial | 12.0 | 11.2 | 11.3 | ||||||||
Corporate (a) | 19.0 | 16.7 | 12.6 | ||||||||
Consolidated | $ | 128.8 | $ | 124.5 | $ | 126.8 | |||||
Capital expenditures: | |||||||||||
Access equipment (b) | $ | 52.5 | $ | 56.6 | $ | 52.5 | |||||
Defense | 22.2 | 2.2 | 7.8 | ||||||||
Fire & emergency | 7.2 | 4.7 | 5.5 | ||||||||
Commercial (b) | 10.0 | 11.5 | 20.4 | ||||||||
Corporate (c) | 35.4 | 83.0 | 38.7 | ||||||||
Consolidated | $ | 127.3 | $ | 158.0 | $ | 124.9 | |||||
_________________________
(a) | Includes $3.3 million and $2.2 million in fiscal 2015 and 2014, respectively, related to the write-off of deferred financing fees due to the early extinguishment of the related debt. |
(b) | Capital expenditures include both the purchase of property, plant and equipment and equipment held for rental. |
(c) | Includes capital expenditures for an enterprise-wide information system and a corporate-led manufacturing facility that supports multiple operating segments. |
September 30, | |||||||
2016 | 2015 | ||||||
Identifiable assets: | |||||||
Access equipment: | |||||||
U.S. | $ | 1,856.0 | $ | 2,154.5 | |||
Europe (a) | 521.5 | 527.8 | |||||
Rest of the world | 193.7 | 201.5 | |||||
Total access equipment | 2,571.2 | 2,883.8 | |||||
Defense: | |||||||
U.S. | 522.2 | 411.2 | |||||
Rest of the world | 3.0 | 5.1 | |||||
Total defense | 525.2 | 416.3 | |||||
Fire & emergency - U.S. | 522.7 | 524.8 | |||||
Commercial: | |||||||
U.S. | 358.4 | 379.5 | |||||
Rest of the world (a) | 33.4 | 40.3 | |||||
Total commercial | 391.8 | 419.8 | |||||
Corporate: | |||||||
U.S. (b) | 408.3 | 221.7 | |||||
Rest of the world (c) | 94.6 | 86.3 | |||||
Total corporate | 502.9 | 308.0 | |||||
Consolidated | $ | 4,513.8 | $ | 4,552.7 | |||
_________________________
92
(a) | Includes investments in unconsolidated affiliates. |
(b) | Primarily includes cash, short-term investments and capitalized costs related to shared enterprise information systems. |
(c) | Includes a corporate-led manufacturing facility that supports multiple operating segments. |
The following table presents net sales by geographic region based on product shipment destination (in millions):
Fiscal Year Ended September 30, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Net sales: | |||||||||||
United States | $ | 4,756.6 | $ | 4,789.3 | $ | 5,247.7 | |||||
Other North America | 219.5 | 302.8 | 351.2 | ||||||||
Europe, Africa and the Middle East | 905.5 | 564.4 | 672.3 | ||||||||
Rest of the world | 397.6 | 441.6 | 537.0 | ||||||||
Consolidated | $ | 6,279.2 | $ | 6,098.1 | $ | 6,808.2 | |||||
23. 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 indenture; (ii) if such Guarantor no longer guarantees certain other indebtedness of the Company; or (iii) the defeasance or satisfaction and discharge of the indenture. 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 Year Ended September 30, 2016
Oshkosh Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | |||||||||||||||
Net sales | $ | — | $ | 5,289.7 | $ | 1,119.4 | $ | (129.9 | ) | $ | 6,279.2 | ||||||||
Cost of sales | 2.6 | 4,410.7 | 940.1 | (130.0 | ) | 5,223.4 | |||||||||||||
Gross income (loss) | (2.6 | ) | 879.0 | 179.3 | 0.1 | 1,055.8 | |||||||||||||
Selling, general and administrative expenses | 121.8 | 390.7 | 99.9 | — | 612.4 | ||||||||||||||
Amortization of purchased intangibles | — | 38.6 | 13.9 | — | 52.5 | ||||||||||||||
Asset impairment charge | — | 26.9 | — | — | 26.9 | ||||||||||||||
Operating income (loss) | (124.4 | ) | 422.8 | 65.5 | 0.1 | 364.0 | |||||||||||||
Interest expense | (277.6 | ) | (63.3 | ) | (2.1 | ) | 282.6 | (60.4 | ) | ||||||||||
Interest income | 1.7 | 89.5 | 193.5 | (282.6 | ) | 2.1 | |||||||||||||
Miscellaneous, net | 60.8 | (208.3 | ) | 148.8 | — | 1.3 | |||||||||||||
Income (loss) before income taxes | (339.5 | ) | 240.7 | 405.7 | 0.1 | 307.0 | |||||||||||||
Provision for (benefit from) income taxes | (108.8 | ) | 75.4 | 125.8 | — | 92.4 | |||||||||||||
Income (loss) before equity in earnings of affiliates | (230.7 | ) | 165.3 | 279.9 | 0.1 | 214.6 | |||||||||||||
Equity in earnings of consolidated subsidiaries | 447.4 | 101.5 | 77.9 | (626.8 | ) | — | |||||||||||||
Equity in earnings of unconsolidated affiliates | (0.3 | ) | — | 2.1 | — | 1.8 | |||||||||||||
Net income | 216.4 | 266.8 | 359.9 | (626.7 | ) | 216.4 | |||||||||||||
Other comprehensive income (loss), net of tax | (30.6 | ) | (18.3 | ) | (6.2 | ) | 24.5 | (30.6 | ) | ||||||||||
Comprehensive income | $ | 185.8 | $ | 248.5 | $ | 353.7 | $ | (602.2 | ) | $ | 185.8 | ||||||||
93
Condensed Consolidating Statement of Income and Comprehensive Income
For the Year Ended September 30, 2015
Oshkosh Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | |||||||||||||||
Net sales | $ | — | $ | 5,127.7 | $ | 1,050.6 | $ | (80.2 | ) | $ | 6,098.1 | ||||||||
Cost of sales | 0.4 | 4,321.7 | 816.7 | (79.9 | ) | 5,058.9 | |||||||||||||
Gross income (loss) | (0.4 | ) | 806.0 | 233.9 | (0.3 | ) | 1,039.2 | ||||||||||||
Selling, general and administrative expenses | 101.8 | 390.9 | 94.7 | — | 587.4 | ||||||||||||||
Amortization of purchased intangibles | — | 39.2 | 14.0 | — | 53.2 | ||||||||||||||
Operating income (loss) | (102.2 | ) | 375.9 | 125.2 | (0.3 | ) | 398.6 | ||||||||||||
Interest expense | (256.2 | ) | (53.8 | ) | (1.3 | ) | 241.2 | (70.1 | ) | ||||||||||
Interest income | 1.6 | 67.4 | 174.7 | (241.2 | ) | 2.5 | |||||||||||||
Miscellaneous, net | 25.7 | (129.9 | ) | 99.3 | — | (4.9 | ) | ||||||||||||
Income (loss) before income taxes | (331.1 | ) | 259.6 | 397.9 | (0.3 | ) | 326.1 | ||||||||||||
Provision for (benefit from) income taxes | (106.4 | ) | 83.4 | 122.3 | (0.1 | ) | 99.2 | ||||||||||||
Income (loss) before equity in earnings of affiliates | (224.7 | ) | 176.2 | 275.6 | (0.2 | ) | 226.9 | ||||||||||||
Equity in earnings of consolidated subsidiaries | 454.4 | 129.2 | 149.7 | (733.3 | ) | — | |||||||||||||
Equity in earnings of unconsolidated affiliates | (0.2 | ) | — | 2.8 | — | 2.6 | |||||||||||||
Net income | 229.5 | 305.4 | 428.1 | (733.5 | ) | 229.5 | |||||||||||||
Other comprehensive income (loss), net of tax | (75.2 | ) | (4.3 | ) | (67.7 | ) | 72.0 | (75.2 | ) | ||||||||||
Comprehensive income | $ | 154.3 | $ | 301.1 | $ | 360.4 | $ | (661.5 | ) | $ | 154.3 | ||||||||
Condensed Consolidating Statement of Income and Comprehensive Income
For the Year Ended September 30, 2014
Oshkosh Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | |||||||||||||||
Net sales | $ | — | $ | 5,838.2 | $ | 1,057.6 | $ | (87.6 | ) | $ | 6,808.2 | ||||||||
Cost of sales | 3.3 | 4,898.9 | 810.6 | (87.3 | ) | 5,625.5 | |||||||||||||
Gross income (loss) | (3.3 | ) | 939.3 | 247.0 | (0.3 | ) | 1,182.7 | ||||||||||||
Selling, general and administrative expenses | 138.0 | 378.5 | 107.6 | — | 624.1 | ||||||||||||||
Amortization of purchased intangibles | — | 39.9 | 15.4 | — | 55.3 | ||||||||||||||
Operating income (loss) | (141.3 | ) | 520.9 | 124.0 | (0.3 | ) | 503.3 | ||||||||||||
Interest expense | (246.3 | ) | (49.4 | ) | (3.2 | ) | 227.5 | (71.4 | ) | ||||||||||
Interest income | 3.0 | 60.3 | 166.2 | (227.5 | ) | 2.0 | |||||||||||||
Miscellaneous, net | 46.9 | (184.6 | ) | 135.7 | — | (2.0 | ) | ||||||||||||
Income (loss) before income taxes | (337.7 | ) | 347.2 | 422.7 | (0.3 | ) | 431.9 | ||||||||||||
Provision for (benefit from) income taxes | (109.0 | ) | 113.7 | 120.4 | (0.1 | ) | 125.0 | ||||||||||||
Income (loss) before equity in earnings of affiliates | (228.7 | ) | 233.5 | 302.3 | (0.2 | ) | 306.9 | ||||||||||||
Equity in earnings of consolidated subsidiaries | 538.0 | 159.3 | 188.3 | (885.6 | ) | — | |||||||||||||
Equity in earnings of unconsolidated affiliates | — | — | 2.4 | — | 2.4 | ||||||||||||||
Net income | 309.3 | 392.8 | 493.0 | (885.8 | ) | 309.3 | |||||||||||||
Other comprehensive income (loss), net of tax | (54.6 | ) | (22.2 | ) | (29.8 | ) | 52.0 | (54.6 | ) | ||||||||||
Comprehensive income | $ | 254.7 | $ | 370.6 | $ | 463.2 | $ | (833.8 | ) | $ | 254.7 | ||||||||
94
Condensed Consolidating Balance Sheet
As of September 30, 2016
Oshkosh Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | |||||||||||||||
Assets | |||||||||||||||||||
Current assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 285.4 | $ | 1.7 | $ | 34.8 | $ | — | $ | 321.9 | |||||||||
Receivables, net | 13.0 | 734.3 | 319.6 | (45.0 | ) | 1,021.9 | |||||||||||||
Inventories, net | — | 679.1 | 300.7 | — | 979.8 | ||||||||||||||
Other current assets | 28.0 | 58.5 | 7.4 | — | 93.9 | ||||||||||||||
Total current assets | 326.4 | 1,473.6 | 662.5 | (45.0 | ) | 2,417.5 | |||||||||||||
Investment in and advances to consolidated subsidiaries | 6,148.2 | 1,253.6 | (120.0 | ) | (7,281.8 | ) | — | ||||||||||||
Intercompany receivables | 48.0 | 1,353.7 | 4,632.2 | (6,033.9 | ) | — | |||||||||||||
Intangible assets, net | — | 947.5 | 609.5 | — | 1,557.0 | ||||||||||||||
Other long-term assets | 87.3 | 232.7 | 219.3 | — | 539.3 | ||||||||||||||
Total assets | $ | 6,609.9 | $ | 5,261.1 | $ | 6,003.5 | $ | (13,360.7 | ) | $ | 4,513.8 | ||||||||
Liabilities and Shareholders' Equity | |||||||||||||||||||
Current liabilities: | |||||||||||||||||||
Accounts payable | $ | 13.3 | $ | 375.0 | $ | 122.6 | $ | (44.8 | ) | $ | 466.1 | ||||||||
Customer advances | — | 465.8 | 6.0 | — | 471.8 | ||||||||||||||
Other current liabilities | 85.5 | 246.5 | 97.9 | (0.2 | ) | 429.7 | |||||||||||||
Total current liabilities | 98.8 | 1,087.3 | 226.5 | (45.0 | ) | 1,367.6 | |||||||||||||
Long-term debt, less current maturities | 826.2 | — | — | — | 826.2 | ||||||||||||||
Intercompany payables | 3,639.4 | 2,346.5 | 48.0 | (6,033.9 | ) | — | |||||||||||||
Other long-term liabilities | 69.0 | 147.9 | 126.6 | — | 343.5 | ||||||||||||||
Total shareholders’ equity | 1,976.5 | 1,679.4 | 5,602.4 | (7,281.8 | ) | 1,976.5 | |||||||||||||
Total liabilities and shareholders' equity | $ | 6,609.9 | $ | 5,261.1 | $ | 6,003.5 | $ | (13,360.7 | ) | $ | 4,513.8 | ||||||||
95
Condensed Consolidating Balance Sheet
As of September 30, 2015
Oshkosh Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | |||||||||||||||
Assets | |||||||||||||||||||
Current assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 14.8 | $ | 6.3 | $ | 21.8 | $ | — | $ | 42.9 | |||||||||
Receivables, net | 29.4 | 692.9 | 290.1 | (47.8 | ) | 964.6 | |||||||||||||
Inventories, net | — | 926.2 | 375.5 | — | 1,301.7 | ||||||||||||||
Other current assets | 20.9 | 37.8 | 9.2 | — | 67.9 | ||||||||||||||
Total current assets | 65.1 | 1,663.2 | 696.6 | (47.8 | ) | 2,377.1 | |||||||||||||
Investment in and advances to consolidated subsidiaries | 5,744.0 | 1,128.0 | (192.4 | ) | (6,679.6 | ) | — | ||||||||||||
Intercompany receivables | 47.2 | 998.7 | 4,331.3 | (5,377.2 | ) | — | |||||||||||||
Intangible assets, net | — | 984.4 | 623.4 | — | 1,607.8 | ||||||||||||||
Other long-term assets | 106.6 | 228.9 | 232.3 | — | 567.8 | ||||||||||||||
Total assets | $ | 5,962.9 | $ | 5,003.2 | $ | 5,691.2 | $ | (12,104.6 | ) | $ | 4,552.7 | ||||||||
Liabilities and Shareholders' Equity | |||||||||||||||||||
Current liabilities: | |||||||||||||||||||
Accounts payable | $ | 16.3 | $ | 415.3 | $ | 168.7 | $ | (47.5 | ) | $ | 552.8 | ||||||||
Customer advances | — | 438.3 | 1.9 | — | 440.2 | ||||||||||||||
Other current liabilities | 165.0 | 202.4 | 98.0 | (0.3 | ) | 465.1 | |||||||||||||
Total current liabilities | 181.3 | 1,056.0 | 268.6 | (47.8 | ) | 1,458.1 | |||||||||||||
Long-term debt, less current maturities | 844.3 | — | — | — | 844.3 | ||||||||||||||
Intercompany payables | 2,957.5 | 2,372.5 | 47.2 | (5,377.2 | ) | — | |||||||||||||
Other long-term liabilities | 68.7 | 147.4 | 123.1 | — | 339.2 | ||||||||||||||
Total shareholders’ equity | 1,911.1 | 1,427.3 | 5,252.3 | (6,679.6 | ) | 1,911.1 | |||||||||||||
Total liabilities and shareholders' equity | $ | 5,962.9 | $ | 5,003.2 | $ | 5,691.2 | $ | (12,104.6 | ) | $ | 4,552.7 | ||||||||
96
Condensed Consolidating Statement of Cash Flows
For the Year Ended September 30, 2016
Oshkosh Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | |||||||||||||||
Net cash provided (used) by operating activities | $ | (217.5 | ) | $ | 466.7 | $ | 328.5 | $ | — | $ | 577.7 | ||||||||
Investing activities: | |||||||||||||||||||
Additions to property, plant and equipment | (22.4 | ) | (40.4 | ) | (29.7 | ) | — | (92.5 | ) | ||||||||||
Additions to equipment held for rental | — | — | (34.8 | ) | — | (34.8 | ) | ||||||||||||
Proceeds from sale of equipment held for rental | — | 0.6 | 39.6 | — | 40.2 | ||||||||||||||
Intercompany investing | (0.7 | ) | (405.8 | ) | (297.2 | ) | 703.7 | — | |||||||||||
Other investing activities | (2.0 | ) | (0.1 | ) | — | — | (2.1 | ) | |||||||||||
Net cash provided (used) by investing activities | (25.1 | ) | (445.7 | ) | (322.1 | ) | 703.7 | (89.2 | ) | ||||||||||
Financing activities: | |||||||||||||||||||
Repayments of debt (original maturities greater than three months) | (370.0 | ) | — | (3.5 | ) | — | (373.5 | ) | |||||||||||
Proceeds from issuance of long-term debt (original maturities greater than three months) | 320.0 | — | 3.5 | — | 323.5 | ||||||||||||||
Net decrease in short term debt | (33.5 | ) | — | — | — | (33.5 | ) | ||||||||||||
Repurchases of Common Stock | (100.1 | ) | — | — | — | (100.1 | ) | ||||||||||||
Proceeds from exercise of stock options | 21.7 | — | — | — | 21.7 | ||||||||||||||
Dividends paid | (55.9 | ) | — | — | — | (55.9 | ) | ||||||||||||
Excess tax benefit from stock-based compensation | 2.0 | — | — | — | 2.0 | ||||||||||||||
Intercompany financing | 729.0 | (26.0 | ) | 0.7 | (703.7 | ) | — | ||||||||||||
Net cash provided (used) by financing activities | 513.2 | (26.0 | ) | 0.7 | (703.7 | ) | (215.8 | ) | |||||||||||
Effect of exchange rate changes on cash | — | 0.4 | 5.9 | — | 6.3 | ||||||||||||||
Increase (decrease) in cash and cash equivalents | 270.6 | (4.6 | ) | 13.0 | — | 279.0 | |||||||||||||
Cash and cash equivalents at beginning of year | 14.8 | 6.3 | 21.8 | — | 42.9 | ||||||||||||||
Cash and cash equivalents at end of year | $ | 285.4 | $ | 1.7 | $ | 34.8 | $ | — | $ | 321.9 | |||||||||
97
Condensed Consolidating Statement of Cash Flows
For the Year Ended September 30, 2015
Oshkosh Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | |||||||||||||||
Net cash provided (used) by operating activities | $ | (178.8 | ) | $ | 58.5 | $ | 202.8 | $ | — | $ | 82.5 | ||||||||
Investing activities: | |||||||||||||||||||
Additions to property, plant and equipment | (29.3 | ) | (27.9 | ) | (74.5 | ) | — | (131.7 | ) | ||||||||||
Additions to equipment held for rental | — | — | (26.3 | ) | — | (26.3 | ) | ||||||||||||
Acquisition of business, net of cash acquired | — | — | (10.0 | ) | — | (10.0 | ) | ||||||||||||
Proceeds from sale of equipment held for rental | — | — | 26.8 | — | 26.8 | ||||||||||||||
Intercompany investing | (30.7 | ) | (2.8 | ) | (154.2 | ) | 187.7 | — | |||||||||||
Other investing activities | 0.7 | 0.9 | (0.5 | ) | — | 1.1 | |||||||||||||
Net cash provided (used) by investing activities | (59.3 | ) | (29.8 | ) | (238.7 | ) | 187.7 | (140.1 | ) | ||||||||||
Financing activities: | |||||||||||||||||||
Repayments of debt (original maturities greater than three months) | (365.0 | ) | — | — | — | (365.0 | ) | ||||||||||||
Proceeds from issuance of long-term debt (original maturities greater than three months) | 375.0 | — | — | — | 375.0 | ||||||||||||||
Net increase in short term debt | 33.5 | — | — | — | 33.5 | ||||||||||||||
Repurchases of Common Stock | (200.4 | ) | — | — | — | (200.4 | ) | ||||||||||||
Debt issuance costs | (15.5 | ) | — | — | — | (15.5 | ) | ||||||||||||
Proceeds from exercise of stock options | 8.6 | — | — | — | 8.6 | ||||||||||||||
Dividends paid | (53.1 | ) | — | — | — | (53.1 | ) | ||||||||||||
Excess tax benefit from stock-based compensation | 4.0 | — | — | — | 4.0 | ||||||||||||||
Intercompany financing | 184.0 | (26.0 | ) | 29.7 | (187.7 | ) | — | ||||||||||||
Net cash provided (used) by financing activities | (28.9 | ) | (26.0 | ) | 29.7 | (187.7 | ) | (212.9 | ) | ||||||||||
Effect of exchange rate changes on cash | — | (1.1 | ) | 0.7 | — | (0.4 | ) | ||||||||||||
Increase (decrease) in cash and cash equivalents | (267.0 | ) | 1.6 | (5.5 | ) | — | (270.9 | ) | |||||||||||
Cash and cash equivalents at beginning of year | 281.8 | 4.7 | 27.3 | — | 313.8 | ||||||||||||||
Cash and cash equivalents at end of year | $ | 14.8 | $ | 6.3 | $ | 21.8 | $ | — | $ | 42.9 | |||||||||
98
Condensed Consolidating Statement of Cash Flows
For the Year Ended September 30, 2014
Oshkosh Corporation | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Total | |||||||||||||||
Net cash provided (used) by operating activities | $ | (98.6 | ) | $ | 73.2 | $ | 195.8 | $ | — | $ | 170.4 | ||||||||
Investing activities: | |||||||||||||||||||
Additions to property, plant and equipment | (33.4 | ) | (27.4 | ) | (31.4 | ) | — | (92.2 | ) | ||||||||||
Additions to equipment held for rental | — | — | (32.7 | ) | — | (32.7 | ) | ||||||||||||
Proceeds from sale of equipment held for rental | — | — | 12.8 | — | 12.8 | ||||||||||||||
Intercompany investing | (16.2 | ) | (17.6 | ) | (153.6 | ) | 187.4 | — | |||||||||||
Other investing activities | (2.9 | ) | 0.1 | 0.1 | — | (2.7 | ) | ||||||||||||
Net cash provided (used) by investing activities | (52.5 | ) | (44.9 | ) | (204.8 | ) | 187.4 | (114.8 | ) | ||||||||||
Financing activities: | |||||||||||||||||||
Repayments of debt (original maturities greater than three months) | (710.0 | ) | — | — | — | (710.0 | ) | ||||||||||||
Proceeds from issuance of long-term debt (original maturities greater than three months) | 650.0 | — | — | — | 650.0 | ||||||||||||||
Repurchases of Common Stock | (403.3 | ) | — | — | — | (403.3 | ) | ||||||||||||
Debt issuance costs | (19.1 | ) | — | — | — | (19.1 | ) | ||||||||||||
Proceeds from exercise of stock options | 50.9 | — | — | — | 50.9 | ||||||||||||||
Dividends paid | (50.7 | ) | — | — | — | (50.7 | ) | ||||||||||||
Excess tax benefit from stock-based compensation | 6.2 | — | — | — | 6.2 | ||||||||||||||
Intercompany financing | 197.2 | (26.0 | ) | 16.2 | (187.4 | ) | — | ||||||||||||
Net cash provided (used) by financing activities | (278.8 | ) | (26.0 | ) | 16.2 | (187.4 | ) | (476.0 | ) | ||||||||||
Effect of exchange rate changes on cash | — | (0.3 | ) | 1.0 | — | 0.7 | |||||||||||||
Increase (decrease) in cash and cash equivalents | (429.9 | ) | 2.0 | 8.2 | — | (419.7 | ) | ||||||||||||
Cash and cash equivalents at beginning of year | 711.7 | 2.7 | 19.1 | — | 733.5 | ||||||||||||||
Cash and cash equivalents at end of year | $ | 281.8 | $ | 4.7 | $ | 27.3 | $ | — | $ | 313.8 | |||||||||
99
24. Unaudited Quarterly Results (in millions, except per share amounts)
Fiscal Year Ended September 30, 2016 | |||||||||||||||
4th Quarter (a) | 3rd Quarter | 2nd Quarter | 1st Quarter | ||||||||||||
Net sales | $ | 1,755.4 | $ | 1,747.5 | $ | 1,524.3 | $ | 1,252.0 | |||||||
Gross income | 299.1 | 314.6 | 259.3 | 182.8 | |||||||||||
Operating income | 95.5 | 146.8 | 91.4 | 30.3 | |||||||||||
Net income | 61.5 | 84.2 | 56.1 | 14.6 | |||||||||||
Net income available to common shareholders | $ | 61.5 | $ | 84.2 | $ | 56.1 | $ | 14.6 | |||||||
Earnings per share: | |||||||||||||||
Oshkosh Corporation common shareholders-basic | $ | 0.83 | $ | 1.15 | $ | 0.77 | $ | 0.20 | |||||||
Oshkosh Corporation common shareholders-diluted | $ | 0.82 | $ | 1.13 | $ | 0.76 | $ | 0.19 | |||||||
Common Stock per share dividends | $ | 0.19 | $ | 0.19 | $ | 0.19 | $ | 0.19 | |||||||
_________________________
(a) | The fourth quarter of fiscal 2016 was impacted by a combined $27.8 million ($17.5 million after-tax) asset impairment and workforce reduction charge in the access equipment segment. |
Fiscal Year Ended September 30, 2015 | |||||||||||||||
4th Quarter (a) | 3rd Quarter | 2nd Quarter (b) | 1st Quarter (c) | ||||||||||||
Net sales | $ | 1,578.3 | $ | 1,612.3 | $ | 1,554.2 | $ | 1,353.3 | |||||||
Gross income | 249.7 | 284.0 | 275.8 | 229.7 | |||||||||||
Operating income | 86.6 | 136.6 | 109.7 | 65.7 | |||||||||||
Net income | 50.3 | 89.9 | 54.6 | 34.7 | |||||||||||
Net income | $ | 50.3 | $ | 89.9 | $ | 54.6 | $ | 34.7 | |||||||
Less: net earnings allocated to participating securities | (0.1 | ) | (0.2 | ) | (0.1 | ) | (0.1 | ) | |||||||
Net income available to common shareholders | $ | 50.2 | $ | 89.7 | $ | 54.5 | $ | 34.6 | |||||||
Earnings per share: | |||||||||||||||
Oshkosh Corporation common shareholders-basic | $ | 0.65 | $ | 1.15 | $ | 0.70 | $ | 0.44 | |||||||
Oshkosh Corporation common shareholders-diluted | $ | 0.64 | $ | 1.13 | $ | 0.69 | $ | 0.43 | |||||||
Common Stock per share dividends | $ | 0.17 | $ | 0.17 | $ | 0.17 | $ | 0.17 | |||||||
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(a) | The fourth quarter of fiscal 2015 was impacted by a combined $2.9 million ($2.4 million after-tax) workforce reduction charge in the access equipment segment and corporate. |
(b) | The second quarter of fiscal 2015 was impacted by a $14.7 million ($9.3 million after-tax) charge for debt extinguishment costs related to refinancing portions of the Company's long-term debt. |
(c) | The first quarter of fiscal 2015 was impacted by a $3.4 million ($2.1 million after-tax) pension curtailment benefit in connection with staffing reductions in the defense segment as a result of declining sales to the DoD (See Note 17 of the Notes to Consolidated Financial Statements). |
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ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. In accordance with Rule 13a-15(b) of the Exchange Act, the Company’s management evaluated, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2016. Based upon their evaluation of these disclosure controls and procedures, the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of September 30, 2016 to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles.
The Company’s management, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, has assessed the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Company’s management has concluded that, as of September 30, 2016, the Company’s internal controls over financial reporting were effective based on that framework.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Deloitte & Touche LLP, the Company’s independent registered public accounting firm, issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of September 30, 2016, which is included herein.
Attestation Report of Independent Registered Public Accounting Firm. The attestation report required under this Item 9A is contained in Item 8 of Part II of this Annual Report on Form 10-K under the heading “Report of Independent Registered Public Accounting Firm.”
Changes in Internal Control over Financial Reporting. There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
The Company has no information to report pursuant to Item 9B.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information to be included under the captions “Governance of the Company — Board Recommendation,” “Governance of the Company — Audit Committee” and “Stock Ownership — Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive proxy statement for the 2017 annual meeting of shareholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item. Reference is also made to the information under the heading “Executive Officers of the Registrant” included under Part I of this report.
The Company has adopted the Oshkosh Corporation Code of Ethics Applicable to Directors and Senior Executives, including, the Company’s President and Chief Executive Officer, the Company’s Executive Vice President and Chief Financial Officer, the Company’s Executive Vice President, General Counsel and Secretary, the Company’s Senior Vice President Finance and Controller and the Presidents, Vice Presidents of Finance and Controllers of the Company’s business units, or persons holding positions with similar responsibilities at business units, and other officers elected by the Company’s Board of Directors at the vice president level or higher. The Company has posted a copy of the Oshkosh Corporation Code of Ethics Applicable to Directors and Senior Executives on the Company’s website at www.oshkoshcorporation.com, and any such Code of Ethics is available in print to any shareholder who requests it from the Company’s Secretary. The Company intends to satisfy the disclosure requirements under Item 10 of Form 10-K regarding amendments to, or waivers from, the Oshkosh Corporation Code of Ethics Applicable to Directors and Senior Executives by posting such information on its website at www.oshkoshcorporation.com.
The Company is not including the information contained on its website as part of, or incorporating it by reference into, this report.
ITEM 11. EXECUTIVE COMPENSATION
The information to be included under the captions “Report of the Human Resources Committee,” “Executive Compensation” and “Director Compensation” contained in the Company’s definitive proxy statement for the 2017 annual meeting of shareholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information to be included under the caption “Stock Ownership — Stock Ownership of Directors, Executive Officers and Other Large Shareholders” in the Company’s definitive proxy statement for the 2017 annual meeting of shareholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.
Equity Compensation Plan Information
The following table provides information about the Company’s equity compensation plans as of September 30, 2016.
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options or Vesting of Share Awards(1) | Weighted-Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | |||||||
Equity compensation plans approved by security holders | 2,723,361 | $ | 39.55 | 2,596,828 | ||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||
2,723,361 | $ | 39.55 | 2,596,828 | |||||||
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(1) | Represents options to purchase shares of the Company’s Common Stock granted under the Company’s 2004 Incentive Stock and Awards Plan, and 2009 Incentive Stock and Awards Plan, as amended and restated, all of which were approved by the Company’s shareholders. |
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ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
The information to be included under the caption “Governance of the Company — Board of Directors Independence,” “Governance of the Company — Audit Committee,” “Governance of the Company — Governance Committee,” “Governance of the Company — Human Resources Committee” and “Governance of the Company — Policies and Procedures Regarding Related Person Transactions” in the Company’s definitive proxy statement for the 2017 annual meeting of shareholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information to be included under the caption “Ratification of the Appointment of the Independent Registered Public Accounting Firm — Report of the Audit Committee” in the Company’s definitive proxy statement for the 2017 annual meeting of shareholders, to be filed with the Securities and Exchange Commission, is hereby incorporated by reference in answer to this item.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(a) 1. | Financial Statements: The following consolidated financial statements of the Company and the report of the Independent Registered Public Accounting Firm included in the Annual Report to Shareholders for the fiscal year ended September 30, 2016, are contained in Item 8: |
2. Financial Statement Schedule:
All other schedules are omitted because they are not applicable, or the required information is included in the consolidated financial statements or notes thereto.
3. Exhibits:
Refer to the Exhibit Index incorporated herein by reference. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this report is identified in the Exhibit Index by an asterisk following the Exhibit Number.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OSHKOSH CORPORATION | ||
November 22, 2016 | By | /s/ Wilson R. Jones |
Wilson R. Jones, President and Chief Executive Officer | ||
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.
November 22, 2016 | By | /s/ Wilson R. Jones |
Wilson R. Jones, President and Chief Executive Officer and Director (Principal Executive Officer) | ||
November 22, 2016 | By | /s/ David M. Sagehorn |
David M. Sagehorn, Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||
November 22, 2016 | By | /s/ Thomas J. Polnaszek |
Thomas J. Polnaszek, Senior Vice President Finance and Controller (Principal Accounting Officer) | ||
November 22, 2016 | By | /s/ Keith J. Allman |
Keith J. Allman, Director | ||
November 22, 2016 | By | /s/ Richard M. Donnelly |
Richard M. Donnelly, Chairman of the Board | ||
November 22, 2016 | By | /s/ Peter B. Hamilton |
Peter B. Hamilton, Director | ||
November 22, 2016 | By | /s/ Leslie F. Kenne |
Leslie F. Kenne, Director | ||
November 22, 2016 | By | /s/ Kimberley Metcalf-Kupres |
Kimberley Metcalf-Kupres, Director | ||
November 22, 2016 | By | /s/ Steven C. Mizell |
Steven C. Mizell, Director | ||
November 22, 2016 | By | /s/ Stephen D. Newlin |
Stephen D. Newlin, Director | ||
November 22, 2016 | By | /s/ Craig P. Omtvedt |
Craig P. Omtvedt, Director | ||
November 22, 2016 | By | /s/ Duncan J. Palmer |
Duncan J. Palmer, Director | ||
November 22, 2016 | By | /s/ John S. Shiely |
John S. Shiely, Director | ||
November 22, 2016 | By | /s/ Richard G. Sim |
Richard G. Sim, Director | ||
November 22, 2016 | By | /s/ William S. Wallace |
William S. Wallace, Director | ||
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SCHEDULE II
OSHKOSH CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
Allowance for Doubtful Accounts
Years Ended September 30, 2016, 2015 and 2014
(In millions)
Fiscal Year | Balance at Beginning of Year | Additions Charged to Expense | Reductions* | Balance at End of Year | ||||||||||||
2014 | $ | 20.4 | $ | 3.1 | $ | (1.7 | ) | $ | 21.8 | |||||||
2015 | $ | 21.8 | $ | 2.0 | $ | (3.5 | ) | $ | 20.3 | |||||||
2016 | $ | 20.3 | $ | 2.7 | $ | (1.8 | ) | $ | 21.2 | |||||||
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* | Represents amounts written off to the reserve, net of recoveries and foreign currency translation adjustments. |
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OSHKOSH CORPORATION
EXHIBIT INDEX
2016 ANNUAL REPORT ON FORM 10-K
3.1 | Articles of Incorporation of Oshkosh Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated June 30, 2014 (File No. 1-31371)). |
3.2 | By-Laws of Oshkosh Corporation, as amended effective September 13, 2016 (incorporated by reference to the Exhibit 3.1 to the Company’s Current Report on Form 8‑K dated September 13, 2016 (File No. 1-31371)). |
4.1 | Amended and Restated Credit Agreement, dated March 21, 2014, among Oshkosh Corporation, various subsidiaries of Oshkosh Corporation party thereto as borrowers and various lenders and agents party thereto (incorporated by reference to Exhibit 4.1 the Company’s Current Report on Form 8-K dated March 21, 2014 (File No. 1-31371)). |
4.2 | Assumption and Amendment Agreement, dated as of June 30, 2014, among Oshkosh Corporation, Oshkosh Corporation, Oshkosh Defense, LLC and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 4.1 the Company’s Current Report on Form 8-K dated June 30, 2014 (File No. 1-31371)). |
4.3 | Indenture, dated February 21, 2014, by and among Oshkosh Corporation, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 21, 2014 (File No. 1-31371)). |
4.4 | First Supplemental Indenture, dated as of June 30, 2014, among Oshkosh Corporation, Oshkosh Corporation, Oshkosh Defense, LLC and Wells Fargo Bank, National Association, as trustee (incorporated by reference to the Exhibit 4.3 to the Company’s Current Report on Form 8-K dated June 30, 2014 (File No. 1-31371)). |
4.5 | Lender Increase Agreement, dated January 22, 2015, among Oshkosh Corporation, various subsidiaries of Oshkosh Corporation party thereto and various lenders and agents party thereto (incorporated by reference to Exhibit 4.1 the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 (File No. 1-31371)). |
4.6 | Indenture, dated March 2, 2015, by and among Oshkosh Corporation, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated March 2, 2015 (File No. 1-31371)). |
10.1 | Oshkosh Corporation Executive Retirement Plan, amended and restated effective December 31, 2008 (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended September 30, 2008 (File No. 1-31371)).* |
10.2 | Form of Key Executive Employment and Severance Agreement between Oshkosh Corporation and each of Joseph H. Kimmitt and David M. Sagehorn (each of the persons identified has signed this form or a form substantially similar) (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 1-31371)).* |
10.3 | Form of Key Executive Employment and Severance Agreement between Oshkosh Corporation and each of John J. Bryant, Ignacio A. Cortina, James W. Johnson, Marek W. May, Robert S. Messina, Bradley M. Nelson, Frank R. Nerenhausen and Robert H. Sims (each of the persons identified has signed this form or a form substantially similar) (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 1-31371)).* |
10.4 | Form of Key Executive Employment and Severance Agreement between Oshkosh Corporation and Mark M. Radue (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended September 30, 2011 (File No. 1-31371)).* |
10.5 | Oshkosh Corporation 2004 Incentive Stock and Awards Plan, as amended through September 15, 2008 (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended September 30, 2008 (File No. 1-31371)).* |
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10.6 | Form of Oshkosh Corporation 2004 Incentive Stock and Awards Plan Stock Option Agreement for awards granted on and after September 19, 2005 (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2005 (File No. 1-31371)).* |
10.7 | Form of Oshkosh Corporation 2004 Incentive Stock and Awards Plan Non-Employee Director Stock Option Award Agreement, for awards granted on and after September 19, 2005 (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2005 (File No. 1-31371)).* |
10.8 | Form of Oshkosh Corporation 2004 Incentive Stock and Awards Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated September 14, 2004 (File No. 1-31371)).* |
10.9 | Form of Oshkosh Corporation 2004 Incentive Stock and Awards Plan Non-Employee Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated February 1, 2005 (File No. 1-31371)).* |
10.10 | Summary of Cash Compensation for Non-Employee Directors (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended September 30, 2012 (File No. 1-31371)).* |
10.11 | Confidentiality and Loyalty Agreement, dated March 20, 2007, between Oshkosh Corporation and Charles L. Szews (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, dated March 20, 2007 (File No. 1-31371)).* |
10.12 | Second Amended and Restated Employment Agreement, effective as of April 26, 2011, between Oshkosh Corporation and Charles L. Szews (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 1-31371)).* |
10.13 | Oshkosh Corporation Deferred Compensation Plan for Directors and Executive Officers (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 1-31371)).* |
10.14 | Oshkosh Corporation 2009 Incentive Stock and Awards Plan as Amended and Restated, as amended January 18, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (File No. 1-31371)).* |
10.15 | Framework for Awards of Performance Shares based on Total Shareholder Return under the Oshkosh Corporation 2009 Incentive Stock and Awards Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8‑K, dated September 18, 2009 (File No. 1-31371)).* |
10.16 | Form of Oshkosh Corporation 2009 Incentive Stock and Awards Plan Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, dated September 18, 2009 (File No. 1-31371)).* |
10.17 | Form of Oshkosh Corporation 2009 Incentive Stock and Awards Plan Stock Appreciation Rights Award Agreement for awards granted prior to September 19, 2011 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, dated September 18, 2009 (File No. 1-31371)).* |
10.18 | Form of Oshkosh Corporation 2009 Incentive Stock and Awards Plan Stock Appreciation Rights Award Agreement for awards granted on or after September 19, 2011 (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended September 30, 2011 (File No. 1-31371)).* |
10.19 | Form of Oshkosh Corporation 2009 Incentive Stock and Awards Plan Restricted Stock Award for awards granted prior to September 19, 2011 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2009 (File No. 1-31371)).* |
10.20 | Form of Oshkosh Corporation 2009 Incentive Stock and Awards Plan Restricted Stock Award for awards granted on or after September 19, 2011 (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended September 30, 2011 (File No. 1-31371)).* |
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10.21 | Form of Oshkosh Corporation 2009 Incentive Stock and Awards Plan Non-Employee Director Stock Option Award (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2009 (File No. 1-31371)).* |
10.22 | Form of Oshkosh Corporation 2009 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreement (Stock Settled on Retirement) (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended September 30, 2013 (File No. 1-31371)).* |
10.23 | Form of Oshkosh Corporation 2009 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreement (Stock Settled on Vesting - Retirement) (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended September 30, 2013 (File No. 1-31371)).* |
10.24 | Form of Oshkosh Corporation 2009 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreement (Stock Settled on Vesting - General) (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year ended September 30, 2013 (File No. 1-31371)).* |
10.25 | Letter Agreement, dated October 24, 2012, between Oshkosh Corporation and Colleen R. Moynihan (incorporated by reference to Exhibit (e)(29) to the Company's Solicitation/Recommendation Statement on Schedule 14D-9, dated October 26, 2012) (File No. 1-31371)).* |
10.26 | Oshkosh Corporation KEESA Rabbi Trust Agreement, dated as of January 31, 2013, between Oshkosh Corporation and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (File No. 1-31371)).* |
10.27 | Oshkosh Corporation Supplemental Retirement Plans Rabbi Trust Agreement, dated as of January 31, 2013, between Oshkosh Corporation and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (File No. 1-31371)).* |
10.28 | Oshkosh Corporation Defined Contribution Executive Retirement Plan, as amended and restated effective June 1, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (File No. 1-31371)).* |
10.29 | Form of Severance Agreement between Oshkosh Corporation and Wilson R. Jones (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (File No. 1-31371)).* |
10.30 | Form of Key Executive Employment Agreement between Oshkosh Corporation and Wilson R. Jones (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (File No. 1-31371)).* |
10.31 | Framework for Awards of Performance Shares based on Return on Invested Capital under the Oshkosh Corporation 2009 Incentive Stock and Awards Plan.* |
11 | Computation of per share earnings (contained in Note 20 of “Notes to Consolidated Financial Statements” of the Company's Annual Report on Form 10-K for the year ended September 30, 2016). |
21 | Subsidiaries of Registrant. |
23 | Consent of Deloitte & Touche LLP. |
31.1 | Certification by the President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated November 22, 2016. |
31.2 | Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated November 22, 2016. |
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32.1 | Written Statement of the President and Chief Executive Officer, pursuant to 18 U.S.C. ss. 1350, dated November 22, 2016. |
32.2 | Written Statement of the Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. ss. 1350, dated November 22, 2016. |
101 | The following materials from Oshkosh Corporation's Annual Report on Form 10-K for the year ended September 30, 2016 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Shareholders' Equity; (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements. |
_________________________
* Denotes a management contract or compensatory plan or arrangement.
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