SEC Info - Oshkosh Corp - ‘10-Q’ for 6/30/20

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		Alternative Formats (Word, et al.) Condensed Consolidated Balance Sheets at June 30, 2020 and September 30, 2019 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2020 and 2019 Condensed Consolidated Statements of Comprehensive Income for the Three Months and Nine Months Ended June 30, 2020 and 2019 Condensed Consolidated Statements of Income for the Three Months and Nine Months Ended June 30, 2020 and 2019 Condensed Consolidated Statements of Shareholders' Equity for the Three Months and Nine Months Ended June 30, 2020 and 2019 Controls and Procedures Exhibits Financial Information Financial Statements (Unaudited) Item 1 Item 1A Item 2 Item 3 Item 4 Item 6 Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Notes to Condensed Consolidated Financial Statements Other Information Part I -- Financial Information Part Ii -- Other Information Quantitative and Qualitative Disclosures About Market Risk Risk Factors Signatures Table of Contents Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Table of Contents
"	Part I -- Financial Information
"	Item 1
"	Financial Statements (Unaudited)
"	Condensed Consolidated Statements of Income for the Three Months and Nine Months Ended June 30, 2020 and 2019
"	Condensed Consolidated Statements of Comprehensive Income for the Three Months and Nine Months Ended June 30, 2020 and 2019
"	Condensed Consolidated Balance Sheets at June 30, 2020 and September 30, 2019
"	Condensed Consolidated Statements of Shareholders' Equity for the Three Months and Nine Months Ended June 30, 2020 and 2019
"	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2020 and 2019
"	Notes to Condensed Consolidated Financial Statements
"	Item 2
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 3
"	Quantitative and Qualitative Disclosures About Market Risk
"	Item 4
"	Controls and Procedures
"	Part Ii -- Other Information
"	Legal Proceedings
"	Item 1A
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Mine Safety Disclosures
"	Item 6
"	Exhibits
"	Signatures

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us-gaap:OperatingSegmentsMember 2019-10-01 2020-06-30 0000775158 osk:RestOfWorldMember osk:CommercialMember us-gaap:OperatingSegmentsMember 2019-10-01 2020-06-30 0000775158 osk:RestOfWorldMember 2019-10-01 2020-06-30 0000775158 srt:NorthAmericaMember osk:AccessEquipmentMember us-gaap:OperatingSegmentsMember 2018-10-01 2019-06-30 0000775158 srt:NorthAmericaMember osk:DefenseMember us-gaap:OperatingSegmentsMember 2018-10-01 2019-06-30 0000775158 srt:NorthAmericaMember osk:FireAndEmergencyMember us-gaap:OperatingSegmentsMember 2018-10-01 2019-06-30 0000775158 srt:NorthAmericaMember osk:CommercialMember us-gaap:OperatingSegmentsMember 2018-10-01 2019-06-30 0000775158 srt:NorthAmericaMember us-gaap:IntersegmentEliminationMember 2018-10-01 2019-06-30 0000775158 srt:NorthAmericaMember 2018-10-01 2019-06-30 0000775158 us-gaap:EMEAMember osk:AccessEquipmentMember us-gaap:OperatingSegmentsMember 2018-10-01 2019-06-30 0000775158 us-gaap:EMEAMember osk:DefenseMember us-gaap:OperatingSegmentsMember 2018-10-01 2019-06-30 0000775158 us-gaap:EMEAMember osk:FireAndEmergencyMember us-gaap:OperatingSegmentsMember 2018-10-01 2019-06-30 0000775158 us-gaap:EMEAMember osk:CommercialMember us-gaap:OperatingSegmentsMember 2018-10-01 2019-06-30 0000775158 us-gaap:EMEAMember 2018-10-01 2019-06-30 0000775158 osk:RestOfWorldMember osk:AccessEquipmentMember us-gaap:OperatingSegmentsMember 2018-10-01 2019-06-30 0000775158 osk:RestOfWorldMember osk:DefenseMember us-gaap:OperatingSegmentsMember 2018-10-01 2019-06-30 0000775158 osk:RestOfWorldMember osk:FireAndEmergencyMember us-gaap:OperatingSegmentsMember 2018-10-01 2019-06-30 0000775158 osk:RestOfWorldMember osk:CommercialMember us-gaap:OperatingSegmentsMember 2018-10-01 2019-06-30 0000775158 osk:RestOfWorldMember 2018-10-01 2019-06-30

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. ☒ i Yes ☐ No

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Three Months Ended

June 30,

Nine Months Ended

June 30,

2020

2019

2020

2019

Net sales

i 1,580.8

i 2,392.7

i 5,072.6

i 6,186.3

Cost of sales

i 1,323.3

i 1,958.8

i 4,233.2

i 5,066.2

Gross income

i 257.5

i 433.9

i 839.4

i 1,120.1

Operating expenses:

Selling, general and administrative

i 137.6

i 166.9

i 468.4

i 498.5

Amortization of purchased intangibles

i 1.3

i 9.2

i 9.7

i 27.7

Total operating expenses

i 138.9

i 176.1

i 478.1

i 526.2

Operating income

i 118.6

i 257.8

i 361.3

i 593.9

Other income (expense):

Interest expense

( i 12.4

)

( i 13.8

)

( i 47.8

)

( i 41.2

)

Interest income

i 0.7

i 1.6

i 3.6

i 5.8

Miscellaneous, net

i 1.5

i 0.3

( i 4.7

)

i 0.3

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

i 108.4

i 245.9

i 312.4

i 558.8

Provision for income taxes

i 28.0

i 53.7

i 87.0

i 129.6

Income before earnings (losses) of unconsolidated affiliates

i 80.4

i 192.2

i 225.4

i 429.2

Equity in earnings (losses) of unconsolidated affiliates

( i 0.2

)

( i 0.3

)

( i 0.9

)

i 0.2

Net income

i 80.2

i 191.9

i 224.5

i 429.4

Earnings per share:

Basic

i 1.18

i 2.74

i 3.29

i 6.11

Diluted

i 1.17

i 2.72

i 3.26

i 6.05

Cash dividends declared per share on Common Stock

i 0.30

i 0.27

i 0.90

i 0.81

	June 30, 2020			September 30, 2019
Assets
Current assets:
Cash and cash equivalents	$	i 331.6		$	i 448.4
Receivables, net		i 831.6			i 1,082.3
Unbilled receivables, net		i 482.7			i 549.5
Inventories, net		i 1,714.4			i 1,249.2
Other current assets		i 93.1			i 78.9
Total current assets		i 3,453.4			i 3,408.3
Property, plant and equipment, net		i 548.7			i 573.6
Goodwill		i 1,001.2			i 995.7
Purchased intangible assets, net		i 422.6			i 432.3
Other long-term assets		i 334.4			i 156.4
Total assets	$	i 5,760.3		$	i 5,566.3

Liabilities and Shareholders’ Equity
Current liabilities:
Revolving credit facilities	$	i 4.9		$	—
Accounts payable		i 583.5			i 795.5
Customer advances		i 518.4			i 382.0
Payroll-related obligations		i 129.9			i 183.6
Income taxes payable		i 51.8			i 73.5
Other current liabilities		i 340.8			i 307.3
Total current liabilities		i 1,629.3			i 1,741.9
Long-term debt, less current maturities		i 817.6			i 819.0
Other long-term liabilities		i 544.5			i 405.6
Commitments and contingencies
Shareholders’ equity:
Preferred Stock ($ i i 0.01 / par value; i i 2,000,000 / shares authorized; i i i i none / / / issued and outstanding)		—			—
Common Stock ($ i i 0.01 / par value; i i 300,000,000 / shares authorized; i i 75,101,465 / shares issued)		i 0.7			i 0.7
Additional paid-in capital		i 798.0			i 808.5
Retained earnings		i 2,668.1			i 2,505.0
Accumulated other comprehensive loss		( i 194.5	)		( i 201.6	)
Common Stock in treasury, at cost ( i 6,995,219 and i 7,114,349 shares, respectively)		( i 503.4	)		( i 512.8	)
Total shareholders’ equity		i 2,768.9			i 2,599.8
Total liabilities and shareholders’ equity	$	i 5,760.3		$	i 5,566.3

Three Months Ended June 30, 2020

Common

Stock

Additional

Paid-In

Capital

Retained

Earnings

Accumulated

Other

Comprehensive

Income (Loss)

Common

Stock in

Treasury,

at Cost

Total

Balance at March 31, 2020

i 0.7

i 795.0

i 2,608.4

( i 208.9

)

( i 506.2

)

i 2,689.0

Net income

—

i 80.2

—

i 80.2

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

—

i 0.7

—

i 0.7

Currency translation adjustments

—

i 14.4

—

i 14.4

Cash dividends ($ i 0.30 per share)

—

( i 20.5

)

—

( i 20.5

)

Exercise of stock options

—

( i 0.3

)

—

i 0.9

i 0.6

Stock-based compensation expense

—

i 6.6

—

i 6.6

Payment of stock-based restricted and performance shares

—

( i 3.3

)

—

i 3.3

—

Shares tendered for taxes on stock-based compensation

—

( i 1.4

)

( i 1.4

)

Other

—

( i 0.7

)

—

( i 0.7

)

Balance at June 30, 2020

i 0.7

i 798.0

i 2,668.1

( i 194.5

)

( i 503.4

)

i 2,768.9

Three Months Ended June 30, 2019

Common

Stock

Additional

Paid-In

Capital

Retained

Earnings

Accumulated

Other

Comprehensive

Income (Loss)

Common

Stock in

Treasury,

at Cost

Total

Balance at March 31, 2019

i 0.7

i 798.1

i 2,200.3

( i 135.6

)

( i 363.8

)

i 2,499.7

Net income

—

i 191.9

—

i 191.9

Employee pension and postretirement benefits, net of tax of $ i 0.1

—

Currency translation adjustments

—

i 4.2

—

i 4.2

Cash dividends ($ i 0.27 per share)

—

( i 18.8

)

—

( i 18.8

)

Repurchases of Common Stock

—

( i 88.9

)

( i 88.9

)

Exercise of stock options

—

( i 2.2

)

—

i 4.3

i 2.1

Stock-based compensation expense

—

i 6.6

—

i 6.6

Payment of stock-based restricted and performance shares

—

( i 0.1

)

—

i 0.1

—

Shares tendered for taxes on stock-based compensation

—

i 0.1

Balance at June 30, 2019

i 0.7

i 802.4

i 2,373.4

( i 131.4

)

( i 448.2

)

i 2,596.9

Nine Months Ended June 30, 2020

Common

Stock

Additional

Paid-In

Capital

Retained

Earnings

Accumulated

Other

Comprehensive

Income (Loss)

Common

Stock in

Treasury,

at Cost

Total

Balance at September 30, 2019

i 0.7

i 808.5

i 2,505.0

( i 201.6

)

( i 512.8

)

i 2,599.8

Net income

—

i 224.5

—

i 224.5

Employee pension and postretirement benefits, net of tax of $ i 0.8

—

i 2.1

—

i 2.1

Currency translation adjustments

—

i 5.5

—

i 5.5

Cash dividends ($ i 0.90 per share)

—

( i 61.4

)

—

( i 61.4

)

Repurchases of Common Stock

—

( i 40.8

)

( i 40.8

)

Exercise of stock options

—

( i 11.0

)

—

i 35.2

i 24.2

Stock-based compensation expense

—

i 24.3

—

i 24.3

Payment of stock-based restricted and performance shares

—

( i 21.5

)

—

i 21.5

—

Shares tendered for taxes on stock-based compensation

—

( i 9.9

)

( i 9.9

)

Other

—

( i 2.3

)

—

( i 0.5

)

i 3.4

i 0.6

Balance at June 30, 2020

i 0.7

i 798.0

i 2,668.1

( i 194.5

)

( i 503.4

)

i 2,768.9

Nine Months Ended June 30, 2019

Common

Stock

Additional

Paid-In

Capital

Retained

Earnings

Accumulated

Other

Comprehensive

Income (Loss)

Common

Stock in

Treasury,

at Cost

Total

Balance at September 30, 2018

i 0.7

i 814.8

i 2,007.9

( i 106.8

)

( i 203.1

)

i 2,513.5

Effect of adopting new Accounting Standard Updates (ASU):

Revenue recognition (ASU 2014-09)

—

( i 60.4

)

—

( i 60.4

)

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

—

i 44.5

—

i 44.5

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

—

i 9.1

( i 9.1

)

—

Balance at October 1, 2018

i 0.7

i 814.8

i 2,001.1

( i 115.9

)

( i 203.1

)

i 2,497.6

Net income

—

i 429.4

—

i 429.4

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

—

( i 3.8

)

—

( i 3.8

)

Currency translation adjustments

—

( i 11.5

)

—

( i 11.5

)

Cash dividends ($ i 0.81 per share)

—

( i 57.1

)

—

( i 57.1

)

Repurchases of Common Stock

—

( i 283.9

)

( i 283.9

)

Exercise of stock options

—

( i 9.6

)

—

i 20.3

i 10.7

Stock-based compensation expense

—

i 21.9

—

i 21.9

Payment of stock-based restricted and performance shares

—

( i 24.3

)

—

i 24.3

—

Shares tendered for taxes on stock-based compensation

—

( i 7.2

)

( i 7.2

)

Other

—

( i 0.4

)

—

( i 0.2

)

i 1.4

i 0.8

Balance at June 30, 2019

i 0.7

i 802.4

i 2,373.4

( i 131.4

)

( i 448.2

)

i 2,596.9

	Nine Months Ended June 30,
	2020			2019
Operating activities:
Net income	$	i 224.5		$	i 429.4
Depreciation and amortization		i 73.4			i 85.8
Stock-based compensation expense		i 24.3			i 21.9
Deferred income taxes		i 17.5			i 19.4
(Gain) loss on sale of assets		( i 10.4	)		( i 2.9	)
Foreign currency transaction (gains) losses		( i 2.7	)		i 0.2
Debt extinguishment expense		i 8.5			—
Other non-cash adjustments		i 1.0			( i 0.2	)
Changes in operating assets and liabilities		( i 299.7	)		( i 447.8	)
Net cash provided by operating activities		i 36.4			i 105.8

Investing activities:
Additions to property, plant and equipment		( i 73.2	)		( i 69.5	)
Additions to equipment held for rental		( i 14.7	)		( i 22.2	)
Proceeds from sale of equipment held for rental		i 34.3			i 9.3
Other investing activities		( i 4.9	)		i 10.9
Net cash used by investing activities		( i 58.5	)		( i 71.5	)

Financing activities:
Proceeds from issuance of debt (original maturities greater than three months)		i 303.9			—
Repayments of debt (original maturities greater than three months)		( i 300.0	)		—
Debt extinguishment and issuance costs		( i 9.6	)		—
Repurchases of Common Stock		( i 50.7	)		( i 291.1	)
Dividends paid		( i 61.4	)		( i 57.1	)
Proceeds from exercise of stock options		i 24.2			i 10.7
Other financing activities		( i 1.5	)		—
Net cash used by financing activities		( i 95.1	)		( i 337.5	)
Effect of exchange rate changes on cash		i 0.4			i 0.8
Decrease in cash and cash equivalents		( i 116.8	)		( i 302.4	)
Cash and cash equivalents at beginning of period		i 448.4			i 454.6
Cash and cash equivalents at end of period	$	i 331.6		$	i 152.2

Supplemental disclosures:
Cash paid for interest	$	i 46.5		$	i 42.8
Cash paid for income taxes		i 88.6			i 115.1
Cash paid for operating lease liabilities		i 41.5			—
Operating right-of-use assets obtained		i 19.9			—

See Note 12 of the Notes to Condensed Consolidated Financial Statements for additional information regarding the Company’s accounting for leases.

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

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

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company will be required to adopt ASU 2018-15 as of October 1, 2020. The Company intends to adopt the standard on a prospective basis and does not expect the adoption of ASU 2018-15 will have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. The standard simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740 such as recognizing deferred taxes for equity investments, the incremental approach to performing intraperiod tax allocation and calculating income taxes in interim periods. The standard also simplifies accounting for income taxes under U.S. GAAP by clarifying and amending existing guidance, including the recognition of deferred taxes for goodwill, the allocation of taxes to members of a consolidated group and requiring that an entity reflect the effect of enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The Company will be required to adopt ASU 2019-12 as of October 1, 2021. Early adoption is permitted. The Company is currently evaluating the impact of 2019-12 on the Company’s consolidated financial statements.

See Note 21 of the Notes to Condensed Consolidated Financial Statements for further disaggregated sales information.

The Company is generally entitled to bill its customers upon satisfaction of its performance obligations, with the exception of its long-term contracts in the Defense segment which typically allow for billing upon acceptance of the finished good, advance payments from customers primarily within the Fire & Emergency segment and extended warranties that are usually billed in advance of the warranty coverage period. Customer payment is usually received shortly after billing and payment terms generally do not exceed one year. With the exception of the Fire & Emergency segment, the Company’s contracts typically do not contain a significant financing component. In the Fire & Emergency segment, customers earn interest on customer advances at a rate determined in a separate financing transaction between the Fire & Emergency segment and the customer at contract inception. Interest due on customer advances of $ i 4.5 million and $ i 11.7 million was recorded in “Interest expense” in the Condensed Consolidated Statements of Income for the three and nine months ended June 30, 2020, respectively, and $ i 3.9 million and $ i 11.2 million for the three and nine months ended June 30, 2019, respectively.

The timing of billing does not always match the timing of revenue recognition. In instances where a customer pays consideration in advance or when the Company is entitled to bill a customer in advance of recognizing the related revenue, the Company records a contract liability within “Customer advances”, “Other current liabilities” or “Other long-term liabilities” in the Condensed Consolidated Balance Sheet. Total contract liabilities were $ i 628.8 million as of June 30, 2020, of which $ i 518.4 million, $ i 60.1 million and $ i 50.3 million was included in “Customer advances”, “Other current liabilities” and “Other long-term liabilities”, respectively. Total contract liabilities were $ i 512.5 million as of September 30, 2019, of which $ i 382.0 million, $ i 78.2 million and $ i 52.3 million was included in “Customer advances”, “Other current liabilities” and “Other long-term liabilities”, respectively. The Company reduces contract liabilities when revenue is recognized. The Company recognized $ i 102.2 million and $ i 392.8 million of revenue that was recorded as a contract liability as of the beginning of the period during the three and nine months ended June 30, 2020. The Company recognized $ i 248.1 million and $ i 721.5 million of revenue that was recorded as a contract liability as of the beginning of the period during the three and nine months ended June 30, 2019.

In instances where the Company recognizes revenue prior to having an unconditional right to payment, the Company records a contract asset within “Unbilled receivables, net” in the Condensed Consolidated Balance Sheet. The Company reduces contract assets when the Company has an unconditional right to payment. The Company periodically assesses its contract assets for impairment. Contract assets and liabilities are determined on a net basis for each contract. The Company did not record any impairment losses on contract assets during the three and nine months ended June 30, 2020 and 2019, respectively. See Note 8 of the Notes to Condensed Consolidated Financial Statements for additional information on the Company’s receivable balances.

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

As of June 30, 2020, the Company had unsatisfied performance obligations for contracts with an original duration greater than one year totaling $ i 4.50 billion, of which $ i 895.7 million is expected to be satisfied and revenue recognized in the remaining three months of fiscal 2020, $ i 3.02 billion is expected to be satisfied and revenue recognized in fiscal 2021 and $ i 579.0 million is expected to be satisfied and revenue recognized beyond fiscal 2021.

Components of net periodic benefit cost other than “Service cost” and “Expenses paid” are included in “Miscellaneous, net” in the Condensed Consolidated Statements of Income. Administrative expense for the three and nine months ended June 30, 2019, which was previously included in “Service cost”, is now reported in “Expenses paid” to improve the comparability between the periods.

The estimated future amortization expense of purchased intangible assets for the remainder of fiscal 2020 and the five years succeeding September 30, 2020 are as follows: 2020 (remaining three months) - $ i 1.3 million; 2021 - $ i 5.3 million; 2022 - $ i 4.9 million; 2023 - $ i 3.5 million; 2024 - $ i 1.7 million; and 2025 - $ i 1.5 million.

Maturities of operating lease liabilities at June 30, 2020 and minimum payments for operating leases (under ASC 842) having initial or remaining non-cancelable terms in excess of one year were as follows (in millions):

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

Borrowings under the Credit Agreement bear interest at a variable rate equal to (i) LIBOR plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied, or (ii) for dollar-denominated loans only, the base rate (which is the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate plus i 0.50% or (c) the sum of i 1% plus one-month LIBOR) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied. At June 30, 2020, the interest spread on the Revolving Credit Facility and Term Loan was i 125 basis points. The weighted-average interest rate on borrowings outstanding under the Term Loan at June 30, 2020 was i 1.43%.

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

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

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

In September 2019, the Company entered into a i 220.0 million Chinese renminbi uncommitted line of credit to provide short-term finance support to operations in China. There was i 35.0 million Chinese renminbi ($ i 4.9 million) outstanding on the uncommitted line of credit at June 30, 2020. The line of credit carries a variable interest rate that is set by the lender, which was i 3.5% at June 30, 2020.

The fair value of the long-term debt is estimated based upon Level 2 inputs to reflect market rate of the Company’s debt. At June 30, 2020, the fair value of the 2028 Senior Notes and the 2030 Senior Notes was estimated to be $ i 327 million ($ i 322 million at September 30, 2019) and $ i 301 million, respectively. The fair value of the Term Loan approximated book value at both June 30, 2020 and September 30, 2019. See Note 20 of the Notes to Condensed Consolidated Financial Statements for the definition of a Level 2 input.

Credit Guarantees: The Company is party to multiple agreements whereby at June 30, 2020 the Company guaranteed an aggregate of $ i 750.5 million in indebtedness of customers. The Company estimated that its maximum loss exposure under these contracts at June 30, 2020 was $ i 151.3 million. Terms of these guarantees coincide with the financing arranged by the customer and generally do not exceed five years. Under the terms of these agreements and upon the occurrence of certain events, the Company generally has the ability to, among other things, take possession of the underlying collateral. If the financial condition of the customers were to deteriorate and result in their inability to make payments, then loss provisions in excess of amounts provided for at inception may be required. Given the Company’s position as original equipment manufacturer and its knowledge of end markets, the Company, when called upon to fulfill a guarantee, generally has been able to liquidate the financed equipment at a minimal loss, if any, to the Company. While the Company does not expect to experience losses under these agreements that are materially in excess of the amounts reserved, it cannot provide any assurance that the financial condition of the third parties will not deteriorate resulting in the third parties’ inability to meet their obligations. In the event that this occurs, the Company cannot guarantee that the collateral underlying the agreements will be sufficient to avoid losses materially in excess of the amounts reserved. Any losses under these guarantees would generally be mitigated by the value of any underlying collateral, including financed equipment. During periods of economic weakness, collateral values generally decline and can contribute to higher exposure to losses.

Residual Value Guarantees: The Company is party to multiple agreements whereby at June 30, 2020 the Company guaranteed to support an aggregate of $ i 99.6 million of customer equipment value. The Company estimated that its maximum loss exposure under these contracts at June 30, 2020 was $ i 11.7 million. Terms of these guarantees coincide with the financing arranged by the customer and generally do not exceed five years. Under the terms of these agreements, the Company guarantees that a piece of equipment will have a minimum residual value at a future date. If the counterparty is not able to recover the agreed upon residual value through sale, or alternative disposition, the Company is responsible for a portion of the shortfall. The Company is generally able to mitigate a portion of the risk associated with these guarantees by staggering the maturity terms of the guarantees, diversification of the portfolio and leveraging knowledge gained through the Company’s own experience in the used equipment markets. There can be no assurance the Company’s historical experience in used equipment markets will be indicative of future results. The Company’s ability to recover losses experienced from its guarantees may be affected by economic conditions in used equipment markets at the time of loss. During periods of economic weakness, residual values generally decline and can contribute to higher exposure to losses.

On July 23, 2020, the Company committed to a series of restructuring activities within the Commercial segment. On that day, the Company announced that it will cease production of rear discharge concrete mixers at its Dodge Center, Minnesota facility and relocate it to other concrete mixer factories in North America. The Dodge Center factory will focus on refuse collection vehicle manufacturing. The Company believes both product lines will benefit from focused facilities. The Company intends to cease all concrete mixer operations in Dodge Center by December 31, 2020. In addition, the Commercial segment initiated reductions in its salaried workforce in response to the ongoing COVID-19 pandemic. The Company expects to incur restructuring charges consisting of severance costs, other post-employment-related benefits and accelerated depreciation related to the activities of approximately $ i 9.0 million during fiscal 2020.

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.

There were no transfers of assets between levels during the three and nine months ended June 30, 2020.

Three Months Ended June 30,

2020

2019

External

Customers

Inter-

segment

Net

Sales

External

Customers

Inter-

segment

Net

Sales

Access Equipment

Aerial work platforms

i 221.0

—

i 221.0

i 664.2

—

i 664.2

Telehandlers

i 127.5

—

i 127.5

i 358.9

—

i 358.9

Other

i 131.4

i 8.1

i 139.5

i 226.0

—

i 226.0

Total Access Equipment

i 479.9

i 8.1

i 488.0

i 1,249.1

—

i 1,249.1

Defense

i 547.0

i 0.5

i 547.5

i 510.6

i 0.5

i 511.1

Fire & Emergency

i 308.7

i 2.0

i 310.7

i 336.9

i 4.1

i 341.0

Commercial

Concrete placement

i 121.5

—

i 121.5

i 136.4

—

i 136.4

Refuse collection

i 99.2

—

i 99.2

i 125.5

—

i 125.5

Other

i 24.4

i 2.6

i 27.0

i 33.7

i 0.5

i 34.2

Total Commercial

i 245.1

i 2.6

i 247.7

i 295.6

i 0.5

i 296.1

Corporate and intersegment eliminations

i 0.1

( i 13.2

)

( i 13.1

)

i 0.5

( i 5.1

)

( i 4.6

)

Consolidated

i 1,580.8

—

i 1,580.8

i 2,392.7

—

i 2,392.7

Nine Months Ended June 30,

2020

2019

External

Customers

Inter-

segment

Net

Sales

External

Customers

Inter-

segment

Net

Sales

Access Equipment

Aerial work platforms

i 800.7

—

i 800.7

i 1,465.4

—

i 1,465.4

Telehandlers

i 546.5

—

i 546.5

i 947.9

—

i 947.9

Other

i 543.6

i 8.1

i 551.7

i 649.9

—

i 649.9

Total Access Equipment

i 1,890.8

i 8.1

i 1,898.9

i 3,063.2

—

i 3,063.2

Defense

i 1,654.2

i 1.4

i 1,655.6

i 1,460.6

i 1.3

i 1,461.9

Fire & Emergency

i 822.1

i 6.6

i 828.7

i 907.1

i 12.6

i 919.7

Commercial

Concrete placement

i 286.9

—

i 286.9

i 333.4

—

i 333.4

Refuse collection

i 330.3

—

i 330.3

i 326.7

—

i 326.7

Other

i 86.8

i 4.6

i 91.4

i 94.2

i 1.9

i 96.1

Total Commercial

i 704.0

i 4.6

i 708.6

i 754.3

i 1.9

i 756.2

Corporate and intersegment eliminations

i 1.5

( i 20.7

)

( i 19.2

)

i 1.1

( i 15.8

)

( i 14.7

)

Consolidated

i 5,072.6

—

i 5,072.6

i 6,186.3

—

i 6,186.3

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10-Q contain statements that Oshkosh Corporation (the “Company”) believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q, including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, including those under the caption “Executive Overview” are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the overall impact of the COVID-19 pandemic on the Company’s business, results of operations and financial condition; the duration and severity of the COVID-19 pandemic; actions that may be taken by governmental authorities and others to address or otherwise mitigate the impact of the COVID-19 pandemic; the potential negative impacts of the COVID-19 pandemic on global economies and the Company’s customers, suppliers and employees; 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 the cost of purchased materials; the expected level and timing of U.S. Department of Defense (DoD) and international defense customer procurement of products and services and acceptance of and funding or payments for such products and services; the Company’s ability to predict the level and timing of orders for indefinite delivery/indefinite quantity contracts with the U.S. federal government; risks related to reductions in government expenditures in light of U.S. defense budget pressures and an uncertain DoD tactical wheeled vehicle strategy; the impact of any DoD solicitation for competition for future contracts to produce military vehicles; risks related to facilities expansion, consolidation and alignment, including the amounts of related costs and charges and that anticipated cost savings may not be achieved; projected adoption rates of work at height machinery in emerging markets; the impact of severe weather, natural disasters or pandemics that may affect the Company, its suppliers or its customers; performance issues with suppliers or subcontractors; risks related to the collectability of receivables, particularly for those businesses with exposure to construction markets; the cost of any warranty campaigns related to the Company’s products; risks associated with international operations and sales, including compliance with the Foreign Corrupt Practices Act; risks that a trade war and related tariffs could reduce the competitiveness of the Company’s products; the Company’s ability to comply with complex laws and regulations applicable to U.S. government contractors; cybersecurity risks and costs of defending against, mitigating and responding to data security threats and breaches; the Company’s ability to successfully identify, complete and integrate acquisitions and to realize the anticipated benefits associated with the same; and risks related to the Company’s ability to successfully execute on its strategic road map and meet its long-term financial goals. Additional information concerning these and other factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s U.S. Securities and Exchange Commission (SEC) filings, including, but not limited to, the Company’s Current Report on Form 8-K filed with the SEC on July 30, 2020 and Item 1A. of Part II of this Quarterly Report on Form 10-Q.

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

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

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

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

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

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.

The COVID-19 pandemic has significantly impacted demand for certain markets, with the Company’s construction-related markets being impacted most severely. The Company quickly responded to the challenges caused by the pandemic, which included changing customer demand, new working protocols and supply chain disruptions during the quarter. The Company’s operations teams maintained strong efficiencies, while successfully navigating through over 200 supplier shutdowns in the third quarter of fiscal 2020 to continue production without any major supplier-induced line stoppages. The Company also introduced temporary company-wide cost reductions, including salary reductions, furloughs, temporary plant shutdowns, limiting travel, and reducing project costs and other discretionary spending, that the Company now expects to reduce pre-tax costs by over $100 million for fiscal 2020. Strong execution combined with rapid implementation of temporary cost reductions resulted in earnings per share of $1.17 in the third quarter of fiscal 2020. Although down from earnings per share of $2.72 in the third quarter of fiscal 2019, the results reflected solid performance given the nearly 34% decrease in consolidated net sales. Results for the third quarter of fiscal 2020 included after-tax restructuring charges of $8.4 million, or $0.12 per share. The third quarter of fiscal 2020 also benefited by $0.03 per share compared to the third quarter of fiscal 2019 as a result of share repurchases completed over the past 12 months.

Consolidated net sales in the third quarter of fiscal 2020 decreased $811.9 million, or 33.9%, to $1.58 billion compared to the third quarter of fiscal 2019 largely as a result of a 61% decrease in sales in the Access Equipment segment as the COVID-19 pandemic significantly impacted demand in this segment. Consolidated operating income was $118.6 million, or 7.5% of sales, a decrease of 54.0% from the third quarter of fiscal 2019. The decrease in consolidated operating income was primarily due to the impact of lower gross margin associated with lower sales volume and an adverse product mix, offset in part by favorable price/cost dynamics, lower incentive compensation accruals and lower spending as a result of temporary costs reductions in response to the COVID-19 pandemic.

While the duration and magnitude of the impact of the COVID-19 pandemic remain uncertain, the Company is taking more permanent cost reduction actions as a quick recovery no longer appears probable. The Company recently announced permanent restructuring actions in the Access Equipment, Commercial and Fire & Emergency segments. These actions included initiating closure of the Medias, Romania factory in the Access Equipment segment, transferring rear-discharge concrete mixer production in the Commercial segment from a facility in Dodge Center, Minnesota to consolidate production in other mixer facilities in North America, and reductions in office staffing. The Company expects these actions to yield combined annualized cost savings of $30 million to $35 million once complete. The Company expects to begin realizing some benefits of these actions in fiscal 2021 with the full impact of these actions in fiscal 2022. The Company also extended production shutdowns in the Access Equipment segment for the month of July and two weeks each in August and September consistent with temporary shutdowns in the third quarter of fiscal 2020.

During the second quarter of fiscal 2020, the Company withdrew its financial expectations as a result of the evolving impact of the COVID-19 pandemic. While the Company has seen stabilization in its supply chain and operations, recent increases in COVID-19 infection rates in parts of the U.S. continue to drive potential supply chain and production risk. Further, the cadence of customer demand in the Access Equipment and Commercial segments remains uncertain. As a result, the Company is still not providing financial expectations for fiscal 2020.

The Company’s balance sheet remains strong, with available liquidity of approximately $1.1 billion consisting of cash of approximately $300 million and availability under the Company’s revolving line of credit of approximately $800 million. Share repurchases remained paused during the third quarter. The Company will continue to re-evaluate share repurchases as it gains further clarity on the recovery of its end markets. The Company maintained its dividend and the Company’s Board of Directors approved a quarterly dividend payment for the third quarter of fiscal 2020 of $0.30 per share.

Consolidated net sales in the third quarter of fiscal 2020 decreased $811.9 million, or 33.9%, compared to the third quarter of fiscal 2019 largely as a result of a 61.0% decrease in sales in the Access Equipment segment as the COVID-19 pandemic significantly impacted demand in this segment.

Access Equipment segment net sales in the third quarter of fiscal 2020 decreased $761.1 million, or 60.9%, compared to the third quarter of fiscal 2019. The decrease in sales was due to lower market demand resulting from the global economic downturn as a result of the COVID-19 pandemic.

Defense segment net sales in the third quarter of fiscal 2020 increased $36.4 million, or 7.1%, compared to the third quarter of fiscal 2019 due to the continued ramp up of Joint Light Tactical Vehicle (JLTV) program sales to the U.S. government and higher aftermarket parts & service sales, offset in part by lower Family of Heavy Tactical Vehicle (FHTV) program sales.

Fire & Emergency segment net sales in the third quarter of fiscal 2020 decreased $30.3 million, or 8.9%, compared to the third quarter of fiscal 2019 due to decreased production rates in response to workforce availability constraints and supplier parts shortages resulting from the COVID-19 pandemic, offset in part by the catch-up of shipment of units affected by a supplier quality issue that prevented shipment in the second quarter of fiscal 2020.

Commercial segment net sales in the third quarter of fiscal 2020 decreased $48.4 million, or 16.3%, compared to the third quarter of fiscal 2019 due to lower demand caused by the COVID-19 pandemic.

Consolidated net sales decreased $1.11 billion, or 18.0%, to $5.07 billion in the first nine months of fiscal 2020 compared to the first nine months of fiscal 2019 as a result of significantly lower sales in the Access Equipment segment and lower sales in the Fire & Emergency and Commercial segments, offset in part by higher Defense segment sales.

Access Equipment segment net sales decreased $1.16 billion, or 38.0%, to $1.90 billion in the first nine months of fiscal 2020 compared to the first nine months of fiscal 2019. The decrease in sales was due to lower demand following the global economic downturn as a result of the COVID-19 pandemic and rental company customers in North America slowing down their capital expenditures after two years of strong fleet growth.

Defense segment net sales increased $193.7 million, or 13.2%, to $1.66 billion in the first nine months of fiscal 2020 compared to the first nine months of fiscal 2019 due to the continued ramp up of JLTV program sales to the U.S. government, offset in part by lower FHTV program sales.

Fire & Emergency segment net sales decreased $91.0 million, or 9.9%, to $828.7 million in the first nine months of fiscal 2020 compared to the first nine months of fiscal 2019 due to favorable sales timing in the prior year period, decreased production rates in response to workforce availability constraints and supplier parts shortages resulting from the COVID-19 pandemic, and delivery delays resulting from travel restrictions related to the COVID-19 pandemic that prevented customers from inspecting and accepting vehicles.

Commercial segment net sales decreased $47.6 million, or 6.3%, to $708.6 million in the first nine months of fiscal 2020 compared to the first nine months of 2019 on lower front-discharge concrete mixer volume due to the ramp-up of production of a new model. Refuse collection vehicle sales in the first nine months of fiscal 2019 were negatively impacted by a partial roof collapse at one of its manufacturing facilities in February 2019.

Consolidated cost of sales in the third quarter of fiscal 2020 was $1.32 billion, or 83.7% of sales, compared to $1.96 billion, or 81.9% of sales, in the third quarter of fiscal 2019. The 180 basis point increase in cost of sales as a percentage of sales was primarily due to adverse product mix (200 basis points), unfavorable fixed manufacturing absorption as a result of lower production volume related to temporary plant shutdowns (160 basis points) and flat engineering spend on lower sales (110 basis points), offset in part by improved price/cost dynamics (220 basis points) after a sharp increase in steel costs in the third quarter of fiscal 2019 and a negative cumulative catch-up adjustment on contract margins in the third quarter of fiscal 2019 (70 basis points).

Access Equipment segment cost of sales in the third quarter of fiscal 2020 was $408.0 million, or 83.6% of sales, compared to $990.1 million, or 79.3% of sales, in the third quarter of fiscal 2019. The 430 basis point increase in cost of sales as a percentage of sales was largely due to unfavorable fixed manufacturing absorption as a result of lower production volume related to temporary plant shutdowns (560 basis points) and flat engineering spend on lower sales (190 basis points), offset in part by improved price/cost dynamics (380 basis points).

Defense segment cost of sales in the third quarter of fiscal 2020 was $482.6 million, or 88.1% of sales, compared to $455.0 million, or 89.0% of sales, in the third quarter of fiscal 2019. The 90 basis point decrease in cost of sales as a percentage of sales was the result of a negative cumulative catch-up adjustment on contract margins in the third quarter of fiscal 2019 (210 basis points) and the absence of costs related to the start-up of a manufacturing facility in Tennessee (70 basis points), offset in part by an increase in warranty costs (120 basis points) and higher engineering and product development costs (110 basis points).

Fire & Emergency segment cost of sales in the third quarter of fiscal 2020 was $245.0 million, or 78.9% of sales, compared to $267.1 million, or 78.3% of sales, in the third quarter of fiscal 2019. The 60 basis point increase in cost of sales as a percentage of sales was primarily attributable to adverse product mix (250 basis points) and unfavorable fixed manufacturing absorption as a result of lower production volume (60 basis points), offset in part by improved pricing (230 basis points).

Commercial segment cost of sales in the third quarter of fiscal 2020 was $201.5 million, or 81.3% of sales, compared to $251.0 million, or 84.8% of sales, in the third quarter of fiscal 2019. The 350 basis point decrease in cost of sales as a percentage of sales was primarily attributable to improved price/cost dynamics (260 basis points) and the absence of costs incurred in the third quarter of the prior year related to the weather-related partial roof collapse at one of its manufacturing facilities in February 2019 (170 basis points), offset in part by unfavorable fixed manufacturing absorption as a result of lower production volume (80 basis points).

Consolidated cost of sales was $4.23 billion, or 83.5% of sales, in the first nine months of fiscal 2020 compared to $5.07 billion, or 81.9% of sales, in the first nine months of fiscal 2019. The 160 basis point increase in cost of sales as a percentage of sales was due to adverse product mix (120 basis points), unfavorable fixed manufacturing absorption as a result of lower production volume (90 basis points) and higher new product development spending (70 basis points), offset in part by improved price/cost dynamics (170 basis points).

Access Equipment segment cost of sales was $1.55 billion, or 81.9% of sales, in the first nine months of fiscal 2020 compared to $2.48 billion, or 81.0% of sales, in the first nine months of fiscal 2019. The 90 basis point increase in cost of sales as a percentage of sales was due to unfavorable fixed manufacturing absorption as a result of lower production volume (250 basis points) and flat engineering costs on lower sales (100 basis points), offset in part by improved price/cost dynamics (220 basis points).

Defense segment cost of sales was $1.45 billion, or 87.4% of sales, in the first nine months of fiscal 2020 compared to $1.23 billion, or 84.4% of sales, in the first nine months of fiscal 2019. The 300 basis point increase in cost of sales as a percentage of sales was attributable to unfavorable product mix due to the lower FHTV sales and higher JLTV sales (100 basis points), larger cumulative catch-up adjustments on contracts in first nine months of fiscal 2019 (70 basis points), higher new product development spending (70 basis points) and higher warranty costs (60 basis points).

Fire & Emergency segment cost of sales was $664.3 million, or 80.2% of sales, in the first nine months of fiscal 2020 compared to $725.8 million, or 78.9% of sales, in the first nine months of fiscal 2019. The 130 basis point increase in cost of sales as a percentage of sales was primarily attributable to adverse product mix (300 basis points), manufacturing inefficiencies (70 basis points) and flat engineering costs on lower sales (50 basis points), offset in part by improved pricing (290 basis points).

Commercial segment cost of sales was $586.0 million, or 82.7% of sales, in the first nine months of fiscal 2020 compared to $637.9 million, or 84.4% of sales, in the first nine months of fiscal 2019. The 170 basis point decrease in cost of sales as a percentage of sales was largely due to improved price/cost dynamics (220 basis points) and the absence of business disruption inefficiencies caused by the weather-related partial roof collapse at one of its manufacturing facilities in February 2019 (100 basis points), offset in part by higher new product development costs (70 basis points) and higher litigation costs (60 basis points).

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

Consolidated operating income in the third quarter of fiscal 2020 decreased 54.0% to $118.6 million, or 7.5% of sales, compared to $257.8 million, or 10.8% of sales, in the third quarter of fiscal 2019. The decrease in consolidated operating income was primarily due to the impact of lower gross margin associated with lower sales volume ($186 million) and an adverse product mix ($30 million), offset in part by favorable price/cost dynamics ($35 million), lower incentive compensation accruals ($23 million) and lower spending as a result of temporary cost reductions in response to the COVID-19 pandemic ($15 million).

Access Equipment segment operating income in the third quarter of fiscal 2020 decreased 82.4% to $33.5 million, or 6.9% of sales, compared to $189.9 million, or 15.2% of sales, in the third quarter of fiscal 2019. The decrease in operating income was primarily due to the impact of lower gross margin associated with lower sales volume ($188 million) and unfavorable fixed manufacturing absorption as a result of lower production volume ($15 million), offset in part by favorable price/cost dynamics ($17 million), lower incentive compensation accruals ($12 million), lower spending as a result of temporary cost reductions in response to the COVID-19 pandemic ($10 million) and lower intangible asset amortization ($8 million).

Defense segment operating income in the third quarter of fiscal 2020 increased 35.6% to $40.0 million, or 7.3% of sales, compared to $29.5 million, or 5.8% of sales, in the third quarter of fiscal 2019. The increase in operating income was due to a negative cumulative catch-up adjustment on contract margins in the third quarter of fiscal 2019 ($11 million), higher gross margin associated with higher sales volume ($4 million) and lower spending as a result of temporary cost reductions in response to the COVID-19 pandemic ($1 million), offset in part by higher warranty expense ($7 million). Changes in estimates on contracts accounted for under the cost-to-cost method increased Defense segment operating income by $1.6 million in the third quarter of fiscal 2020 primarily a result of adding new orders received during the quarter to the estimate at completion calculations. Changes in estimates on contracts accounted for under the cost-to-cost method decreased Defense segment operating income by $10.5 million in the third quarter of fiscal 2019 due to higher engineering costs than anticipated.

Fire & Emergency segment operating income in the third quarter of fiscal 2020 decreased 6.1% to $47.6 million, or 15.3% of sales, compared to $50.7 million, or 14.9% of sales, in the third quarter of fiscal 2019. The decrease in operating income was largely a result of lower gross margin associated with lower sales volume ($11 million) and adverse product mix ($8 million), offset in part by improved pricing ($10 million), lower incentive compensation accruals ($4 million) and lower spending as a result of temporary cost reductions in response to the COVID-19 pandemic ($3 million).

Commercial segment operating income in the third quarter of fiscal 2020 increased 10.7% to $23.8 million, or 9.6% of sales, compared to $21.5 million, or 7.3% of sales, in the third quarter of fiscal 2019. The increase in operating income was primarily due to the absence of business disruption inefficiencies caused by the weather-related partial roof collapse at one of its manufacturing facilities in February 2019 ($7 million) and favorable price/costs dynamics ($7 million), offset in part by lower gross margin associated with lower sales volume ($14 million).

Corporate operating costs decreased $7.5 million to $26.3 million in the third quarter of fiscal 2020 compared to $33.8 million in the third quarter of fiscal 2019, primarily as a result of lower management incentive compensation expense ($5 million) and lower spending as a result of temporary cost reductions in response to the COVID-19 pandemic.

Consolidated selling, general and administrative expenses decreased 17.6% to $137.6 million, or 8.7% of sales, in the third quarter of fiscal 2020 compared to $166.9 million, or 7.0% of sales, in the third quarter of fiscal 2019. The decrease in consolidated selling, general and administrative expenses was generally a result of lower incentive compensation expense ($18 million) and lower spending as a result of temporary cost reductions in response to the COVID-19 pandemic ($15 million), offset in part by restructuring costs incurred in the third quarter of fiscal 2020 ($7 million).

Consolidated operating income in the first nine months of fiscal 2020 decreased 39.2% to $361.3 million, or 7.1% of sales, compared to $593.9 million, or 9.6% of sales, in the first nine months of 2019. The decrease in operating income was primarily due to the impact of lower gross margin associated with lower sales volume ($267 million), adverse product mix ($58 million) and unfavorable fixed manufacturing absorption as a result of lower production volume ($26 million), offset in part by improved price/cost dynamics ($96 million) and lower incentive compensation accruals ($47 million).

Access Equipment segment operating income in the first nine months of fiscal 2020 decreased 53.9% to $173.3 million, or 9.1% of sales, compared to $376.1 million, or 12.3% of sales, in the first nine months of fiscal 2019. The decrease in operating income was primarily due to lower gross margin associated with lower sales volume ($288 million) and unfavorable fixed manufacturing absorption as a result of lower production volume ($19 million), offset in part by improved price/cost dynamics ($42 million), lower incentive compensation accruals ($27 million), and lower intangible asset amortization ($18 million).

Defense segment operating income in the first nine months of fiscal 2020 decreased 15.5% to $129.1 million, or 7.8% of sales, compared to $152.8 million, or 10.5% of sales, in the first nine months of fiscal 2019. The decrease in operating income was primarily a result of larger cumulative catch-up adjustments on contract margins in the first nine months of the prior year ($22 million), adverse product mix ($16 million), higher new product development spending ($15 million) and higher warranty costs ($11 million), offset in part by higher gross margin associated with higher sales volume ($39 million). Changes in estimates on contracts accounted for under the cost-to-cost method increased Defense segment operating income by $15.2 million and $37.6 million in the first nine months of fiscal 2020 and 2019, respectively. These changes were primarily a result of adding new orders received during the respective periods to the estimate at completion calculations.

Fire & Emergency segment operating income in the first nine months of fiscal 2020 decreased 22.1% to $99.1 million, or 12.0% of sales, compared to $127.2 million, or 13.8% of sales, in the first nine months of fiscal 2019. The decrease in operating income was largely a result of lower gross margin associated with lower sales volume ($33 million), adverse product mix ($24 million), offset in part by improved pricing ($33 million).

Commercial segment operating income in the first nine months of fiscal 2020 increased 3.5% to $49.7 million, or 7.0% of sales, compared to $48.0 million, or 6.3% of sales, in the first nine months of fiscal 2019. The increase in operating income was primarily due to improved price/cost dynamics ($16 million) and the lack of business disruption costs caused by the weather-related roof collapse at one of its manufacturing facilities in February 2019 ($13 million), offset in part by lower gross margin associated with lower sales volume ($17 million), higher litigation costs ($4 million), higher new product development costs ($4 million), higher warranty costs ($2 million) and higher selling, general and administrative expenses ($2 million).

Corporate operating costs in the first nine months of fiscal 2020 decreased $20.3 million to $89.9 million compared to the first nine months of fiscal 2019, primarily as a result of lower management incentive expense ($12 million), lower new product development spending ($4 million) and lower medical costs ($3 million).

Consolidated selling, general and administrative expenses decreased to $468.4 million, or 9.2% of sales, in the first nine months of fiscal 2020 compared to $498.5 million, or 8.1% of sales, in the first nine months of fiscal 2019. The decrease in consolidated selling, general and administrative expenses was primarily a result of lower management incentive compensation expense ($34 million).

Interest expense net of interest income decreased $0.5 million to $11.7 million in the third quarter of fiscal 2020 compared to $12.2 million in the third quarter of fiscal 2019.

Other miscellaneous expense of $1.5 million in the third quarter of fiscal 2020 and miscellaneous income of $0.3 million in the third quarter of fiscal 2019 primarily related to gains and losses on investments held in a rabbi trust, net foreign currency transaction gains and losses, and non-service costs of the Company’s pension plans.

The Company recorded income tax expense in the third quarter of fiscal 2020 of $28.0 million, or 25.8% of pre-tax income, compared to $53.7 million, or 21.8% of pre-tax income, in the third quarter of fiscal 2019. The Company recorded $1.2 million of discrete tax benefits in the third quarter of fiscal 2019.

Losses in unconsolidated affiliates of $0.2 million and $0.3 million in the third quarter of fiscal 2020 and 2019, respectively, primarily represented the Company’s equity interest in a commercial entity in Mexico.

Interest expense net of interest income increased $8.8 million to $44.2 million in the first nine months of fiscal 2020 compared to the first nine months of fiscal 2019. The first nine months of fiscal 2020 included $8.5 million of debt extinguishment costs incurred in connection with the refinancing of the Company’s senior notes.

Other miscellaneous expense of $4.7 million in the first nine months of fiscal 2020 compared to other miscellaneous income of $0.3 million in the first nine months of fiscal 2019 primarily related to gains and losses on investments held in a rabbi trust, net foreign currency transaction gains and losses, and non-service costs of the Company’s pension plans.

The Company recorded income tax expense in the first nine months of fiscal 2020 of $87.0 million, or 27.8% of pre-tax income, compared to $129.6 million, or 23.2% of pre-tax income, in the first nine months of fiscal 2019. Results for the first nine months of fiscal 2020 were adversely impacted by tax valuation reserves of $11.4 million recorded against certain foreign net deferred tax assets in Europe. Results for the first nine months of fiscal 2019 were adversely impacted by discrete tax charges of $5.9 million, including $5.0 million of charges for uncertain tax position reserves related to the liability for repatriation tax on deemed repatriated earnings of foreign subsidiaries associated with the U.S. Tax Cuts and Jobs Act.

Losses in unconsolidated affiliates of $0.9 million in the first nine months of fiscal 2020 and earnings in unconsolidated affiliates $0.2 million in the first nine months of fiscal 2019 primarily represented the Company’s equity interest in a commercial entity in Mexico.

The Company generates significant capital resources from operating activities, which is the expected primary source of funding for the Company. The Company continues to expect cash flow from operations will be sufficient to fund expenditures for property, plant and equipment in fiscal 2020. The Company expects to utilize approximately $110 million of cash during fiscal 2020 for capital spending needs. In addition to cash generated from operations, the Company had other sources of liquidity available at June 30, 2020, including $331.6 million of cash and cash equivalents and $792.1 million of unused available capacity under the Revolving Credit Facility (as defined in “Liquidity”). Borrowings under the Revolving Credit Facility could, as discussed below, be limited by the financial covenants contained in the Credit Agreement (as defined in “Liquidity”).

These sources of liquidity are needed to fund the Company’s working capital requirements, capital expenditures, dividends, share repurchases, debt service requirements and acquisitions. During the first nine months of fiscal 2020, the Company repurchased 550,853 shares of its Common Stock under a repurchase authorization approved by the Company’s Board of Directors at a cost of $40.8 million. In March 2020, the Company paused its share repurchases to preserve liquidity in response to the COVID-19 pandemic. The Company maintains a long-term strategy of returning approximately 50% of its free cash flow (defined as “cash flows from operations” less “additions to property, plant and equipment” less “additions to equipment held for rental” plus “proceeds from sale of property, plant and equipment” plus “proceeds from sale of equipment held for rental”) to shareholders in the form of dividends and share repurchases. As of June 30, 2020, the Company had approximately 7.5 million shares of Common Stock remaining under the repurchase authorization.

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

The Company’s ratio of debt to total capitalization of 22.9% at June 30, 2020 remained within its targeted range.

Consolidated days sales outstanding (defined as the sum of “Trade Receivables” and “Unbilled Receivables” at quarter end divided by “Net Sales” for the most recent quarter multiplied by 90 days) increased from 63 days at September 30, 2019 to 72 days at June 30, 2020 primarily due to a heavier weighting of Defense segment sales, which has days sales outstanding that are longer than the Company’s average and the timing of sales within the quarter. Days sales outstanding for segments other than the Defense segment increased from 52 days at September 30, 2019 to 58 days at June 30, 2020 primarily due to the timing of sales within the quarter. Consolidated inventory turns (defined as “Cost of Sales” on an annualized basis, divided by the average “Inventory” at the past five quarter end periods) decreased from 5.2 times at September 30, 2019 to 3.7 times at June 30, 2020 as a result of higher inventory levels in the Access Equipment segment stemming from the sudden decrease in customer demand as a result of the COVID-19 pandemic.

Operating activities provided $36.4 million of cash in the first nine months of fiscal 2020 compared to $105.8 million in the first nine months of fiscal 2019. The decrease in cash provided by operating activities in the first nine months of fiscal 2020 as compared to the first nine months of fiscal 2020 was primarily due to lower consolidated net income, offset in part by an increase in customer advances in the Fire & Emergency segment.

Investing activities used cash of $58.5 million in the first nine months of fiscal 2020 compared to $71.5 million in the first nine months of fiscal 2019 as a customer in the Access Equipment segment purchased a large amount of equipment in the first quarter of fiscal 2020 that such customer was previously renting. Through June 30, 2020, the Company had utilized $73.2 million for capital expenditures. The Company anticipates that it will spend $110 million on capital expenditures in fiscal 2020.

Financing activities used cash of $95.1 million in the first nine months of fiscal 2020 compared to $337.5 million in the first nine months of fiscal 2019. The decrease in cash utilized for financing activities was due to a decrease in Common Stock repurchases under the authorization approved by the Company’s Board of Directors. In the first nine months of fiscal 2020, the Company repurchased 550,853 shares of its Common Stock at an aggregate cost of $40.8 million. In the first nine months of fiscal 2019, the Company repurchased 4,043,627 shares of its Common Stock at an aggregate cost of $283.9 million.

In April 2018, the Company entered into a Second Amended and Restated Credit Agreement with various lenders (the “Credit Agreement”). The Credit Agreement provides for (i) an unsecured revolving credit facility (the “Revolving Credit Facility”) that matures in April 2023 with an initial maximum aggregate amount of availability of $850 million and (ii) an unsecured $325 million term loan (the “Term Loan”) due in quarterly principal installments of $4.1 million commencing as of September 30, 2019 with a balloon payment of $264.1 million due at maturity in April 2023. As of June 30, 2020, all required quarterly principal installments and $39.1 million of the balloon payment on the Term Loan have been prepaid. At June 30, 2020, outstanding letters of credit of $57.9 million reduced available capacity under the Revolving Credit Facility to $792.1 million.

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

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

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

In March 2015, the Company issued $250.0 million of 5.375% unsecured senior notes due March 1, 2025 (the “2025 Senior Notes”). In May 2018, the Company issued $300.0 million of 4.600% unsecured senior notes due May 15, 2028 (the “2028 Senior Notes”). On February 26, 2020, the Company issued $300.0 million of 3.100% unsecured senior notes due March 1, 2030 (the “2030 Senior Notes”) at a discount of $1.2 million. The Company used a portion of the net proceeds from the sale of the 2030 Senior Notes to redeem all of the outstanding 2025 Senior Notes at a premium of $6.7 million. The Company used the remaining net proceeds to pre-pay all outstanding future quarterly principal installments, as well as pay down a portion of the balloon payment due at maturity on the Term Loan. The Company recognized approximately $8.5 million of expense associated with the 2030 Senior Notes transaction, comprised of unamortized debt issuance costs and call premium costs. Expenses related to the transaction are included in interest expense. Additionally, approximately $2.9 million of debt issuance costs were capitalized to long-term debt in connection with the transaction.

The 2028 Senior Notes and the 2030 Senior Notes were issued pursuant to an indenture (the “Indenture”) between the Company and a trustee. The Indenture contains customary affirmative and negative covenants. The Company has the option to redeem the 2028 and 2030 Senior Notes at any time for a premium.

Refer to Note 13 to Condensed Consolidated Financial Statements for additional information regarding the Company’s debt as of June 30, 2020.

Contractual Obligations, Commercial Commitments and Off-Balance Sheet Arrangements

The Company’s contractual obligations, commercial commitments and off-balance sheet arrangement disclosures in its Annual Report on Form 10-K for the year ended September 30, 2019 have not materially changed since that report was filed.

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires the Company to make judgments, assumptions and estimates that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. The accounting policies that the Company believes are most critical to the portrayal of its financial condition and results of operations are reported in Item 7 of the Company’s Annual Report on Form 10-K for the year ended September 30, 2019.

The Company’s disclosures of critical accounting estimates in its Annual Report on Form 10-K for the year ended September 30, 2019 have not materially changed since that report was filed.

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

Sales to the U.S. government comprised approximately 34% of the Company’s net sales in the first nine months of fiscal 2020. 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 at June 30, 2020 increased 5.8% to $5.29 billion compared to $4.99 billion at June 30, 2019. Access Equipment segment backlog decreased 34.8% to $556.9 million at June 30, 2020 compared to $854.8 million at June 30, 2019 as the COVID-19 pandemic and lower planned fleet growth caused customers to reduce orders in fiscal 2020. Defense segment backlog increased 15.3% to $3.28 billion at June 30, 2020 compared to $2.85 billion at June 30, 2019 primarily due to higher international and parts backlog. Fire & Emergency segment backlog increased 21.0% to $1.16 billion at June 30, 2020 compared to $956.4 million at June 30, 2019. The Fire & Emergency segment experienced strong order growth in the first half of fiscal 2020 resulting in record backlog for the segment at the end of the second quarter of fiscal 2020. Commercial segment backlog decreased 14.2% to $287.6 million at June 30, 2020 compared to $335.3 million at June 30, 2019, primarily as a result of lower refuse collection vehicle backlog as the COVID-19 pandemic has reduced demand for non-residential refuse collection vehicle equipment.

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 68% of the Company’s June 30, 2020 backlog is not expected to be filled in fiscal 2020.

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

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

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

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

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

In March 2020, the World Health Organization declared COVID-19, a novel strain of coronavirus, a global pandemic, and the COVID-19 virus has continued to spread around the world. Governments across the world have implemented numerous measures to attempt to contain or lessen the impact of the COVID-19 pandemic on their populations, such as travel bans, quarantines, shut-downs and shelter in place orders. The COVID-19 pandemic, as well as the current and future measures directed toward it, has resulted in significant uncertainty in capital markets and a global economic slowdown that may last for an extended duration resulting in a global recession. The pandemic has negatively impacted, and is likely to continue to negatively impact, our business in numerous ways, including but not limited to those outlined below:

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

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

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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

i P.O. Box 2566 i Oshkosh, i Wisconsin		i 54903-2566
(Address of principal executive offices)		(Zip Code)



		Page
	PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1

	Condensed Consolidated Statements of Income for the Three Months and Nine Months Ended June 30, 2020 and 2019	1

	Condensed Consolidated Statements of Comprehensive Income for the Three Months and Nine Months Ended June 30, 2020 and 2019	2

	Condensed Consolidated Balance Sheets at June 30, 2020 and September 30, 2019	3

	Condensed Consolidated Statements of Shareholders’ Equity for the Three Months and Nine Months Ended June 30, 2020 and 2019	4

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2020 and 2019	6

	Notes to Condensed Consolidated Financial Statements	7

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	29

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	40

ITEM 4.	CONTROLS AND PROCEDURES	40

	PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	41

ITEM 1A.	RISK FACTORS	41

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

ITEM 4.	MINE SAFETY DISCLOSURES	43

ITEM 6.	EXHIBITS	43

SIGNATURES		44

	Nine Months Ended June 30,
	2020			2019
Balance at beginning of period	$	i 68.2		$	i 30.7
Adoption of ASC 606		—			i 35.7
Deferred revenue for new service warranties		i 17.3			i 21.0
Amortization of deferred revenue		( i 21.1	)		( i 18.8	)
Changes in liability for pre-existing warranties, net		—			—
Foreign currency translation		i 0.3			( i 0.2	)
Balance at end of period	$	i 64.7		$	i 68.4

	June 30, 2020			September 30, 2019
Trade receivables - U.S. government	$	i 154.7		$	i 61.8
Trade receivables - other		i 657.5			i 997.7
Finance receivables		i 46.5			i 13.1
Notes receivable		—			i 0.4
Other receivables		i 20.5			i 32.0
		i 879.2			i 1,105.0
Less allowance for doubtful accounts		( i 11.1	)		( i 11.3	)
	$	i 868.1		$	i 1,093.7

	June 30, 2020		September 30, 2019
Current receivables	$	i 831.6	$	i 1,082.3
Long-term receivables		i 36.5		i 11.4
	$	i 868.1	$	i 1,093.7

Oshkosh Corp – ‘10-Q’ for 6/30/20

On: Thursday, 7/30/20, at 8:55pm ET · For: 6/30/20 · Accession #: 1564590-20-34954 · File #: 1-31371 · Correction: This Filing’s Metadata was Corrected `®` by the SEC on 9/17/20.

Previous ‘10-Q’: ‘10-Q’ on 4/29/20 for 3/31/20 · Next: ‘10-Q’ on 1/27/21 for 12/31/20 · Latest: ‘10-Q’ on 4/25/24 for 3/31/24

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘10-Q’ — Quarterly Report
Document Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	i ☐
		Emerging growth company	i ☐

	June 30,		September 30,
	2020		2019
Other current liabilities	$	i 25.8	$	i 27.8
Other long-term liabilities		i 38.9		i 40.4
	$	i 64.7	$	i 68.2

	Three Months Ended June 30,						Nine Months Ended June 30,
	2020			2019			2020			2019
Components of net periodic benefit cost
Service cost	$	i 0.9		$	i 0.8		$	i 2.6		$	i 2.3
Interest cost		i 0.4			i 0.5			i 1.2			i 1.5
Amortization of prior service cost (benefit)		( i 0.2	)		( i 0.4	)		( i 0.7	)		( i 1.1	)
Amortization of net actuarial loss (gain)		—			( i 0.1	)		( i 0.1	)		( i 0.2	)
Net periodic benefit cost	$	i 1.1		$	i 0.8		$	i 3.0		$	i 2.5

	June 30, 2020			September 30, 2019
Raw materials	$	i 760.4		$	i 676.0
Partially finished products		i 348.5			i 244.2
Finished products		i 710.7			i 433.0
Inventories at FIFO cost		i 1,819.6			i 1,353.2
Less: Excess of FIFO cost over LIFO cost		( i 105.2	)		( i 104.0	)
	$	i 1,714.4		$	i 1,249.2

	June 30, 2020			September 30, 2019
Land and land improvements	$	i 63.0		$	i 55.8
Buildings		i 368.4			i 325.8
Machinery and equipment		i 722.6			i 701.0
Software and related costs		i 167.9			i 181.2
Equipment on operating lease to others		i 22.1			i 39.5
Construction in progress		i 26.9			i 57.6
		i 1,370.9			i 1,360.9
Less accumulated depreciation		( i 822.2	)		( i 787.3	)
	$	i 548.7		$	i 573.6

	Three Months Ended June 30, 2020		Nine Months Ended June 30, 2020
Operating lease cost	$	i 13.6	$	i 42.4
Variable lease cost		i 12.0		i 33.8
Short-term lease cost		i 1.7		i 3.5

	Balance Sheet Classification	June 30, 2020
Operating leases
Lease ROU assets	Other long-term assets	$	i 158.2
Current lease liabilities	Other current liabilities		i 45.5
Long-term lease liabilities	Other long-term liabilities		i 116.0

Weighted average remaining lease term		i 6 years

Weighted average discount rates			i 2.9	%

Amounts due in
Remaining three months of 2020	$	i 13.5
2021		i 46.0
2022		i 34.0
2023		i 23.1
2024		i 15.7
2025		i 11.2
Thereafter		i 31.5
Total lease payments		i 175.0
Less: imputed interest		( i 13.5	)
Present value of lease liability	$	i 161.5

	Classification of income (expense)	Three Months Ended June 30,						Nine Months Ended June 30,
		2020			2019			2020			2019
Amortization of employee pension and postretirement benefits items
Prior service costs	Miscellaneous, net	$	i 0.2		$	—		$	i 0.5		$	i 0.2
Actuarial (gains) losses	Miscellaneous, net		i 0.9			( i 0.1	)		i 2.4			( i 0.1	)
Total before tax			i 1.1			( i 0.1	)		i 2.9			i 0.1
Tax provision (benefit)			( i 0.4	)		i 0.1			( i 0.8	)		—
Net of tax		$	i 0.7		$	—		$	i 2.1		$	i 0.1

	June 30, 2020		September 30, 2019
Identifiable assets:
Access Equipment:
U.S.	$	i 2,264.1	$	i 2,317.2
Europe, Africa and Middle East		i 366.3		i 403.4
Rest of the World ^(b)		i 362.9		i 252.6
Total Access Equipment		i 2,993.3		i 2,973.2
Defense:
U.S.		i 1,081.9		i 883.0
Rest of the World		i 7.2		i 6.7
Total Defense		i 1,089.1		i 889.7
Fire & Emergency - U.S.		i 595.6		i 587.9
Commercial:
U.S.		i 406.0		i 383.6
Rest of the World		i 42.6		i 48.9
Total Commercial		i 448.6		i 432.5
Corporate:
U.S. ^(a)		i 633.7		i 597.6
Rest of the World ^(b)		—		i 85.4
Total Corporate		i 633.7		i 683.0
Consolidated	$	i 5,760.3	$	i 5,566.3

	Third Quarter Fiscal						First Nine Months Fiscal
	2020			2019			2020			2019
Net sales:
Access Equipment	$	488.0		$	1,249.1		$	1,898.9		$	3,063.2
Defense		547.5			511.1			1,655.6			1,461.9
Fire & Emergency		310.7			341.0			828.7			919.7
Commercial		247.7			296.1			708.6			756.2
Intersegment eliminations and other		(13.1	)		(4.6	)		(19.2	)		(14.7	)
	$	1,580.8		$	2,392.7		$	5,072.6		$	6,186.3

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽¹⁾		Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs ⁽¹⁾
April 1 - April 30		—	$	—		—		7,459,328
May 1 - May 31		—	$	—		—		7,459,328
June 1 - June 30		—	$	—		—		7,459,328
Total		—				—		7,459,328



Exhibit No.	Description

31.1	Certification by the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated July 30, 2020.

31.2	Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated July 30, 2020.

32.1	Written Statement of the Chief Executive Officer, pursuant to 18 U.S.C. §1350, dated July 30, 2020.

32.2	Written Statement of the Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. §1350, dated July 30, 2020.

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101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.

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		OSHKOSH CORPORATION

July 30, 2020	By	/s/ *Wilson R. Jones*
		Wilson R. Jones, Chief Executive Officer

July 30, 2020	By	/s/ *Michael E. Pack*
		Michael E. Pack, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

July 30, 2020	By	/s/ *James C. Freeders*
		James C. Freeders, Senior Vice President Finance and Controller (Principal Accounting Officer)

This ‘10-Q’ Filing	Date	Other Filings

	3/1/30
	5/15/28
	3/1/25
	10/1/21
	6/30/21
	12/31/20
	10/1/20
	9/30/20
Changed on / Corrected on:	9/17/20
Filed on:	7/30/20	8-K
	7/23/20	8-K
	7/20/20	8-K
For Period end:	6/30/20
	6/29/20	8-K
	3/31/20	10-Q
	2/26/20	8-K
	10/1/19
	9/30/19	10-K
	6/30/19	10-Q
	5/7/19
	3/31/19	10-Q
	10/1/18
	9/30/18	10-K
	4/3/18	8-K
		List all Filings

Oshkosh Corp – ‘10-Q’ for 6/30/20

On: Thursday, 7/30/20, at 8:55pm ET · For: 6/30/20 · Accession #: 1564590-20-34954 · File #: 1-31371 · Correction: This Filing’s Metadata was Corrected ® by the SEC on 9/17/20.

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Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘10-Q’ — Quarterly ReportDocument Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

On: Thursday, 7/30/20, at 8:55pm ET · For: 6/30/20 · Accession #: 1564590-20-34954 · File #: 1-31371 · Correction: This Filing’s Metadata was Corrected `®` by the SEC on 9/17/20.

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘10-Q’ — Quarterly Report
Document Table of Contents