OSHKOSH CORP [OSK] Filings

10-Q 1 osk-20240630.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2024


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

Commission file number: 1-31371

Oshkosh Corporation

(Exact name of registrant as specified in its charter)


Wisconsin		39-0520270
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

    1917 Four Wheel Drive
Oshkosh, Wisconsin

    54902

    (Address of principal executive offices)

    (Zip Code)

(920) 502-3400

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.01 par value	OSK	New York Stock Exchange

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

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

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


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

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

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

As of July 24, 2024, 65,085,776 shares of the registrant’s Common Stock were outstanding.

Table of Contents

OSHKOSH CORPORATION

FORM 10-Q INDEX


		Page
	PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	3

	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2024 and 2023	3

	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023	4

	Condensed Consolidated Balance Sheets at June 30, 2024 and December 31, 2023	5

	Condensed Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023	6

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023	8

	Notes to Condensed Consolidated Financial Statements	9

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	41

ITEM 4.	MINE SAFETY DISCLOSURES	41

ITEM 5.	OTHER INFORMATION	41

ITEM 6.	EXHIBITS	42

SIGNATURES		43

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in millions, except per share amounts; unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Net sales	$	2,846.9		$	2,413.1		$	5,390.7		$	4,681.2
Cost of sales		2,300.8			1,988.6			4,374.6			3,922.9
Gross income		546.1			424.5			1,016.1			758.3

Operating expenses:
Selling, general and administrative		220.0			185.4			416.8			384.5
Amortization of purchased intangibles		13.6			4.2			27.1			8.1
Intangible asset impairments		51.6			—			51.6			—
Total operating expenses		285.2			189.6			495.5			392.6
Operating income		260.9			234.9			520.6			365.7

Other income (expense):
Interest expense		(32.0	)		(13.3	)		(54.4	)		(26.7	)
Interest income		1.7			5.2			3.3			11.4
Miscellaneous, net		(1.5	)		4.8			(3.5	)		10.6
Income before income taxes and losses of unconsolidated affiliates		229.1			231.6			466.0			361.0
Provision for income taxes		53.5			56.3			108.2			90.5
Income before losses of unconsolidated affiliates		175.6			175.3			357.8			270.5
Losses of unconsolidated affiliates		(7.0	)		(0.3	)		(9.8	)		(7.0	)
Net income	$	168.6		$	175.0		$	348.0		$	263.5

Earnings per share:
Basic	$	2.57		$	2.68		$	5.30		$	4.03
Diluted		2.56			2.67			5.27			4.01

Cash dividends declared per share on Common Stock	$	0.46		$	0.41		$	0.92		$	0.82

The accompanying notes are an integral part of these financial statements.

Table of Contents

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in millions; unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Net income	$	168.6		$	175.0		$	348.0		$	263.5
Other comprehensive income (loss), net of tax:
Pension and postretirement benefits		(0.5	)		(0.4	)		(0.9	)		(0.8	)
Currency translation adjustments		(11.4	)		3.5			(28.9	)		14.9
Change in fair value of derivative instruments		(0.2	)		(3.0	)		0.1			(5.0	)
Total other comprehensive income (loss), net of tax		(12.1	)		0.1			(29.7	)		9.1
Comprehensive income	$	156.5		$	175.1		$	318.3		$	272.6

The accompanying notes are an integral part of these financial statements.

Table of Contents

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions, except share and per share amounts; unaudited)


	June 30, 2024			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	141.4		$	125.4
Receivables, net		1,619.9			1,316.4
Unbilled receivables, net		930.5			771.6
Inventories		2,216.5			2,131.6
Income taxes receivable		39.1			42.2
Other current assets		94.9			93.6
Total current assets		5,042.3			4,480.8
Property, plant and equipment, net		1,105.6			1,069.5
Goodwill		1,370.7			1,416.4
Purchased intangible assets, net		783.6			830.2
Deferred income taxes		264.2			262.0
Deferred contract costs		809.5			710.7
Other non-current assets		345.6			359.6
Total assets	$	9,721.5		$	9,129.2

Liabilities and Shareholders’ Equity
Current liabilities:
Revolving credit facilities	$	1,036.5		$	175.0
Accounts payable		1,046.3			1,214.5
Customer advances		673.7			706.9
Payroll-related obligations		191.7			242.5
Income taxes payable		83.3			308.0
Other current liabilities		460.2			442.7
Total current liabilities		3,491.7			3,089.6
Long-term debt, less current maturities		599.1			597.5
Non-current customer advances		1,166.1			1,190.7
Deferred income taxes		25.3			26.8
Other non-current liabilities		514.4		519.3
Commitments and contingencies
Shareholders’ equity:
Preferred Stock ($0.01 par value; 2,000,000 shares authorized; none issued and outstanding)		—			—
Common Stock ($0.01 par value; 300,000,000 shares authorized; 75,101,465 shares issued)		0.7			0.7
Additional paid-in capital		833.0			823.0
Retained earnings		4,093.6			3,805.8
Accumulated other comprehensive loss		(101.7	)		(72.0	)
Common Stock in treasury, at cost (9,947,383 and 9,627,658 shares, respectively)		(900.7	)		(852.2	)
Total shareholders’ equity		3,924.9			3,705.3
Total liabilities and shareholders’ equity	$	9,721.5		$	9,129.2

The accompanying notes are an integral part of these financial statements.

Table of Contents

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Dollars in millions, except per share amounts; unaudited)


	Three Months Ended June 30, 2024
	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total
Balance at March 31, 2024	$	0.7	$	821.7		$	3,955.1		$	(89.6	)	$	(861.9	)	$	3,826.0
Net income		—		—			168.6			—			—			168.6
Pension and postretirement benefits, net of tax of $0.2		—		—			—			(0.5	)		—			(0.5	)
Currency translation adjustments		—		—			—			(11.4	)		—			(11.4	)
Derivative instruments, net of tax		—		—			—			(0.2	)		—			(0.2	)
Cash dividends ($0.46 per share)		—		—			(30.1	)		—			—			(30.1	)
Repurchases of Common Stock		—		—			—			—			(39.5	)		(39.5	)
Exercise of stock options		—		0.2			—			—			0.4			0.6
Stock-based compensation expense		—		11.7			—			—			—			11.7
Payment of stock-based restricted and performance shares		—		(0.6	)		—			—			0.6			—
Shares tendered for taxes on stock-based compensation		—		—			—			—			(0.4	)		(0.4	)
Other		—		—			—			—			0.1			0.1
Balance at June 30, 2024	$	0.7	$	833.0		$	4,093.6		$	(101.7	)	$	(900.7	)	$	3,924.9


	Three Months Ended June 30, 2023
	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total
Balance at March 31, 2023	$	0.7	$	808.0		$	3,376.7		$	(83.3	)	$	(854.9	)	$	3,247.2
Net income		—		—			175.0			—			—			175.0
Pension and postretirement benefits, net of tax of $0.1		—		—			—			(0.4	)		—			(0.4	)
Currency translation adjustments		—		—			—			3.5			—			3.5
Derivative instruments, net of tax		—		—			—			(3.0	)		—			(3.0	)
Cash dividends ($0.41 per share)		—		—			(26.8	)		—			—			(26.8	)
Repurchases of Common Stock		—		—			—			—			(7.4	)		(7.4	)
Exercise of stock options		—		—			—			—			0.3			0.3
Stock-based compensation expense		—		8.8			—			—			—			8.8
Payment of stock-based restricted and performance shares		—		(0.9	)		—			—			0.9			—
Shares tendered for taxes on stock-based compensation		—		—			—			—			(0.4	)		(0.4	)
Other		—		0.2			—			—			(0.2	)		—
Balance at June 30, 2023	$	0.7	$	816.1		$	3,524.9		$	(83.2	)	$	(861.7	)	$	3,396.8

The accompanying notes are an integral part of these financial statements.

Table of Contents

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Dollars in millions, except per share amounts; unaudited)


	Six Months Ended June 30, 2024
	Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total
Balance at December 31, 2023	$	0.7	$	823.0	$	3,805.8		$	(72.0	)	$	(852.2	)	$	3,705.3
Net income		—		—		348.0			—			—			348.0
Pension and postretirement benefits, net of tax of $0.3		—		—		—			(0.9	)		—			(0.9	)
Currency translation adjustments		—		—		—			(28.9	)		—			(28.9	)
Derivative instruments, net of tax		—		—		—			0.1			—			0.1
Cash dividends ($0.92 per share)		—		—		(60.2	)		—			—			(60.2	)
Repurchases of Common Stock		—

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10-Q	[2023-04-27]
10-K	[2023-02-21]
10-Q	[2022-10-27]
10-Q	[2022-07-28]
10-Q	[2022-04-27]
10-K	[2021-11-16]
10-Q	[2021-07-29]
10-Q	[2021-04-28]
10-Q	[2021-01-27]
10-K	[2020-11-18]
10-Q	[2020-07-30]
10-Q	[2020-04-29]
10-Q	[2020-01-29]
10-K	[2019-11-19]
10-Q	[2019-08-01]
10-Q	[2019-04-30]
10-Q	[2019-01-31]
10-K	[2018-11-20]
10-Q	[2018-07-31]
10-Q	[2018-04-26]
10-Q	[2018-01-25]
10-K	[2017-11-21]
10-Q	[2017-08-02]
10-Q	[2017-04-26]
10-Q	[2017-01-26]
10-K	[2016-11-22]
10-Q	[2016-07-28]
10-Q	[2016-04-28]
10-Q	[2016-01-28]
10-K	[2015-11-13]
10-Q	[2015-07-30]
10-Q	[2015-04-28]
10-Q	[2015-01-27]
10-K	[2014-11-13]
10-Q	[2014-07-29]
10-Q	[2014-04-30]
10-Q	[2014-01-28]
10-K	[2013-11-13]
10-Q	[2013-07-30]
10-Q	[2013-04-30]
10-Q	[2013-01-25]
10-K	[2012-11-19]
10-Q	[2012-07-26]
10-Q	[2012-04-26]
10-Q	[2012-01-31]