Separate Financial Information of Subsidiary Guarantors of Indebtedness | 9 Months Ended |
Jun. 30, 2014 |
Separate Financial Information of Subsidiary Guarantors of Indebtedness Disclosure Abstract | ' |
Separate Financial Information of Subsidiary Guarantors of Indebtedness | ' |
Separate Financial Information of Subsidiary Guarantors of Indebtedness |
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The 2020 Senior Notes and the 2022 Senior Notes are jointly, severally, fully and unconditionally guaranteed on a senior unsecured basis by all of the Company’s wholly-owned existing and future subsidiaries that from time to time guarantee obligations under the Credit Agreement, with certain exceptions (the “Guarantors”). |
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On June 30, 2014, the Company completed a holding company reorganization pursuant to which the Company became the parent holding company for the Company's entire group of businesses, including the Company's defense business, which prior to the reorganization, the Company operated directly. As part of the reorganization, the Company formed a new, wholly-owned subsidiary, Oshkosh Defense, LLC ("Oshkosh Defense"), and Oshkosh Defense succeeded to the Company's defense business. As a result, Oshkosh Defense became a guarantor of the Company's obligations under the Credit Agreement, as well as the 2020 Senior Notes and the 2022 Senior Notes. Historical information has been reclassified to reflect Oshkosh Defense as a guarantor subsidiary for all periods presented. |
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Under the Indentures governing the 2020 Senior Notes and 2022 Senior Notes, a Guarantor’s guarantee of such Senior Notes will be automatically and unconditionally released and will terminate upon the following customary circumstances: (i) the sale of such Guarantor or substantially all of the assets of such Guarantor if such sale complies with the indenture; (ii) if such Guarantor no longer guarantees certain other indebtedness of the Company; or (iii) the defeasance or satisfaction and discharge of the indenture. The following condensed supplemental consolidating financial information reflects the summarized financial information of Oshkosh Corporation, the Guarantors on a combined basis and Oshkosh Corporation’s non-guarantor subsidiaries on a combined basis (in millions): |
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Condensed Consolidating Statement of Income and Comprehensive Income |
For the Three Months Ended June 30, 2014 |
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| | | | | | | | | | | | | | | | | | | |
| Oshkosh | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Corporation | Subsidiaries | Subsidiaries |
Net sales | $ | — | | | $ | 1,647.30 | | | $ | 309.8 | | | $ | (24.7 | ) | | $ | 1,932.40 | |
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Cost of sales | 0.9 | | | 1,383.00 | | | 226.3 | | | (24.7 | ) | | 1,585.50 | |
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Gross income | (0.9 | ) | | 264.3 | | | 83.5 | | | — | | | 346.9 | |
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Selling, general and administrative expenses | 36.6 | | | 102.4 | | | 19.7 | | | — | | | 158.7 | |
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Amortization of purchased intangibles | — | | | 10 | | | 3.9 | | | — | | | 13.9 | |
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Operating income (loss) | (37.5 | ) | | 151.9 | | | 59.9 | | | — | | | 174.3 | |
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Interest expense | (58.2 | ) | | (12.3 | ) | | (0.8 | ) | | 57.2 | | | (14.1 | ) |
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Interest income | 0.7 | | | 14.6 | | | 42.3 | | | (57.2 | ) | | 0.4 | |
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Miscellaneous, net | 15.5 | | | (51.2 | ) | | 36.5 | | | — | | | 0.8 | |
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Income (loss) from continuing operations before income taxes | (79.5 | ) | | 103 | | | 137.9 | | | — | | | 161.4 | |
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Provision for (benefit from) income taxes | (32.2 | ) | | 41.1 | | | 47.1 | | | — | | | 56 | |
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Income (loss) from continuing operations before equity in earnings of affiliates | (47.3 | ) | | 61.9 | | | 90.8 | | | — | | | 105.4 | |
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Equity in earnings of consolidated subsidiaries | 152.4 | | | 65.4 | | | 53.1 | | | (270.9 | ) | | — | |
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Equity in earnings of unconsolidated affiliates | — | | | — | | | (0.3 | ) | | — | | | (0.3 | ) |
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Income from continuing operations | 105.1 | | | 127.3 | | | 143.6 | | | (270.9 | ) | | 105.1 | |
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Discontinued operations, net of tax | — | | | — | | | — | | | — | | | — | |
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Net income | 105.1 | | | 127.3 | | | 143.6 | | | (270.9 | ) | | 105.1 | |
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Other comprehensive income (loss), net of tax | (4.7 | ) | | (3.7 | ) | | (1.2 | ) | | 4.9 | | | (4.7 | ) |
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Comprehensive income | $ | 100.4 | | | $ | 123.6 | | | $ | 142.4 | | | $ | (266.0 | ) | | $ | 100.4 | |
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Condensed Consolidating Statement of Income and Comprehensive Income |
For the Three Months Ended June 30, 2013 |
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| | | | | | | | | | | | | | | | | | | |
| Oshkosh | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Corporation | Subsidiaries | Subsidiaries |
Net sales | $ | — | | | $ | 1,980.40 | | | $ | 253.5 | | | $ | (29.5 | ) | | $ | 2,204.40 | |
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Cost of sales | 0.9 | | | 1,630.60 | | | 217 | | | (29.6 | ) | | 1,818.90 | |
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Gross income | (0.9 | ) | | 349.8 | | | 36.5 | | | 0.1 | | | 385.5 | |
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Selling, general and administrative expenses | 31.8 | | | 96.2 | | | 18 | | | — | | | 146 | |
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Amortization of purchased intangibles | — | | | 10 | | | 3.9 | | | — | | | 13.9 | |
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Operating income (loss) | (32.7 | ) | | 243.6 | | | 14.6 | | | 0.1 | | | 225.6 | |
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Interest expense | (54.9 | ) | | (14.1 | ) | | (0.9 | ) | | 53.3 | | | (16.6 | ) |
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Interest income | 0.8 | | | 14.5 | | | 41.1 | | | (53.3 | ) | | 3.1 | |
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Miscellaneous, net | 12.1 | | | (61.9 | ) | | 45.1 | | | — | | | (4.7 | ) |
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Income (loss) from continuing operations before income taxes | (74.7 | ) | | 182.1 | | | 99.9 | | | 0.1 | | | 207.4 | |
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Provision for (benefit from) income taxes | (22.9 | ) | | 57.8 | | | 25 | | | — | | | 59.9 | |
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Income (loss) from continuing operations before equity in earnings of affiliates | (51.8 | ) | | 124.3 | | | 74.9 | | | 0.1 | | | 147.5 | |
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Equity in earnings of consolidated subsidiaries | 200.5 | | | 40.8 | | | 66 | | | (307.3 | ) | | — | |
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Equity in earnings of unconsolidated affiliates | — | | | — | | | 0.9 | | | — | | | 0.9 | |
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Income from continuing operations | 148.7 | | | 165.1 | | | 141.8 | | | (307.2 | ) | | 148.4 | |
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Discontinued operations, net of tax | — | | | 0.3 | | | — | | | — | | | 0.3 | |
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Net income | 148.7 | | | 165.4 | | | 141.8 | | | (307.2 | ) | | 148.7 | |
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Other comprehensive income (loss), net of tax | (2.2 | ) | | (6.0 | ) | | 2.5 | | | 3.5 | | | (2.2 | ) |
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Comprehensive income | $ | 146.5 | | | $ | 159.4 | | | $ | 144.3 | | | $ | (303.7 | ) | | $ | 146.5 | |
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Condensed Consolidating Statement of Income and Comprehensive Income |
For the Nine Months Ended June 30, 2014 |
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| | | | | | | | | | | | | | | | | | | |
| Oshkosh | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Corporation | Subsidiaries | Subsidiaries |
Net sales | $ | — | | | $ | 4,418.50 | | | $ | 787.2 | | | $ | (65.2 | ) | | $ | 5,140.50 | |
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Cost of sales | 2.1 | | | 3,706.80 | | | 603.3 | | | (64.9 | ) | | 4,247.30 | |
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Gross income | (2.1 | ) | | 711.7 | | | 183.9 | | | (0.3 | ) | | 893.2 | |
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Selling, general and administrative expenses | 110.1 | | | 283 | | | 68.3 | | | — | | | 461.4 | |
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Amortization of purchased intangibles | — | | | 30 | | | 11.6 | | | — | | | 41.6 | |
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Operating income (loss) | (112.2 | ) | | 398.7 | | | 104 | | | (0.3 | ) | | 390.2 | |
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Interest expense | (189.8 | ) | | (36.8 | ) | | (2.4 | ) | | 171.7 | | | (57.3 | ) |
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Interest income | 2.2 | | | 43.7 | | | 127.2 | | | (171.7 | ) | | 1.4 | |
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Miscellaneous, net | 45 | | | (129.2 | ) | | 83.8 | | | — | | | (0.4 | ) |
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Income (loss) from continuing operations before income taxes | (254.8 | ) | | 276.4 | | | 312.6 | | | (0.3 | ) | | 333.9 | |
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Provision for (benefit from) income taxes | (94.9 | ) | | 104.1 | | | 94.5 | | | (0.1 | ) | | 103.6 | |
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Income (loss) from continuing operations before equity in earnings of affiliates | (159.9 | ) | | 172.3 | | | 218.1 | | | (0.2 | ) | | 230.3 | |
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Equity in earnings of consolidated subsidiaries | 391.4 | | | 116.7 | | | 132.4 | | | (640.5 | ) | | — | |
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Equity in earnings of unconsolidated affiliates | — | | | — | | | 1.2 | | | — | | | 1.2 | |
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Income from continuing operations | 231.5 | | | 289 | | | 351.7 | | | (640.7 | ) | | 231.5 | |
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Discontinued operations, net of tax | — | | | — | | | — | | | — | | | — | |
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Net income | 231.5 | | | 289 | | | 351.7 | | | (640.7 | ) | | 231.5 | |
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Other comprehensive income (loss), net of tax | 2 | | | (4.0 | ) | | 5.3 | | | (1.3 | ) | | 2 | |
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Comprehensive income | $ | 233.5 | | | $ | 285 | | | $ | 357 | | | $ | (642.0 | ) | | $ | 233.5 | |
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Condensed Consolidating Statement of Income and Comprehensive Income |
For the Nine Months Ended June 30, 2013 |
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| | | | | | | | | | | | | | | | | | | |
| Oshkosh | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Corporation | Subsidiaries | Subsidiaries |
Net sales | $ | — | | | $ | 5,334.50 | | | $ | 694.2 | | | $ | (90.1 | ) | | $ | 5,938.60 | |
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Cost of sales | 2.7 | | | 4,482.40 | | | 608.7 | | | (90.1 | ) | | 5,003.70 | |
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Gross income | (2.7 | ) | | 852.1 | | | 85.5 | | | — | | | 934.9 | |
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Selling, general and administrative expenses | 111.3 | | | 309.3 | | | 31 | | | — | | | 451.6 | |
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Amortization of purchased intangibles | — | | | 30 | | | 12.8 | | | — | | | 42.8 | |
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Operating income (loss) | (114.0 | ) | | 512.8 | | | 41.7 | | | — | | | 440.5 | |
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Interest expense | (156.4 | ) | | (42.1 | ) | | (2.8 | ) | | 151.9 | | | (49.4 | ) |
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Interest income | 2 | | | 33.6 | | | 123.6 | | | (151.9 | ) | | 7.3 | |
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Miscellaneous, net | 40.9 | | | (134.5 | ) | | 89.3 | | | — | | | (4.3 | ) |
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Income (loss) from continuing operations before income taxes | (227.5 | ) | | 369.8 | | | 251.8 | | | — | | | 394.1 | |
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Provision for (benefit from) income taxes | (70.2 | ) | | 116 | | | 69.9 | | | — | | | 115.7 | |
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Income (loss) from continuing operations before equity in earnings of affiliates | (157.3 | ) | | 253.8 | | | 181.9 | | | — | | | 278.4 | |
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Equity in earnings of consolidated subsidiaries | 439 | | | 86.3 | | | 112.6 | | | (637.9 | ) | | — | |
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Equity in earnings of unconsolidated affiliates | — | | | — | | | 2.2 | | | — | | | 2.2 | |
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Income from continuing operations | 281.7 | | | 340.1 | | | 296.7 | | | (637.9 | ) | | 280.6 | |
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Discontinued operations, net of tax | — | | | 1.1 | | | — | | | — | | | 1.1 | |
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Net income | 281.7 | | | 341.2 | | | 296.7 | | | (637.9 | ) | | 281.7 | |
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Other comprehensive income (loss), net of tax | (1.6 | ) | | (5.9 | ) | | 1 | | | 4.9 | | | (1.6 | ) |
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Comprehensive income | $ | 280.1 | | | $ | 335.3 | | | $ | 297.7 | | | $ | (633.0 | ) | | $ | 280.1 | |
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Condensed Consolidating Balance Sheet |
As of June 30, 2014 |
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| | | | | | | | | | | | | | | | | | | |
| Oshkosh | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Corporation | Subsidiaries | Subsidiaries |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | 488.1 | | | $ | 8.2 | | | $ | 29.4 | | | $ | — | | | $ | 525.7 | |
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Receivables, net | 38.3 | | | 808.3 | | | 243.1 | | | (55.4 | ) | | 1,034.30 | |
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Inventories, net | — | | | 587.2 | | | 342 | | | — | | | 929.2 | |
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Other current assets | 29.2 | | | 74.6 | | | 20.9 | | | — | | | 124.7 | |
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Total current assets | 555.6 | | | 1,478.30 | | | 635.4 | | | (55.4 | ) | | 2,613.90 | |
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Investment in and advances to consolidated subsidiaries | 2,660.40 | | | (535.1 | ) | | 3,695.00 | | | (5,820.3 | ) | | — | |
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Intangible assets, net | — | | | 1,040.20 | | | 677 | | | — | | | 1,717.20 | |
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Other long-term assets | 106.6 | | | 225.3 | | | 148.3 | | | — | | | 480.2 | |
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Total assets | $ | 3,322.60 | | | $ | 2,208.70 | | | $ | 5,155.70 | | | $ | (5,875.7 | ) | | $ | 4,811.30 | |
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Liabilities and Shareholders' Equity | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | $ | 13.1 | | | $ | 483.7 | | | $ | 144.4 | | | $ | (48.3 | ) | | $ | 592.9 | |
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Customer advances | — | | | 300.6 | | | 1.7 | | | — | | | 302.3 | |
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Other current liabilities | 122.4 | | | 224.2 | | | 103.2 | | | (7.1 | ) | | 442.7 | |
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Total current liabilities | 135.5 | | | 1,008.50 | | | 249.3 | | | (55.4 | ) | | 1,337.90 | |
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Long-term debt, less current maturities | 880 | | | — | | | — | | | — | | | 880 | |
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Other long-term liabilities | 86.1 | | | 161.6 | | | 124.7 | | | — | | | 372.4 | |
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Shareholders' equity | 2,221.00 | | | 1,038.60 | | | 4,781.70 | | | (5,820.3 | ) | | 2,221.00 | |
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Total liabilities and shareholders' equity | $ | 3,322.60 | | | $ | 2,208.70 | | | $ | 5,155.70 | | | $ | (5,875.7 | ) | | $ | 4,811.30 | |
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Condensed Consolidating Balance Sheet |
As of September 30, 2013 |
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| | | | | | | | | | | | | | | | | | | |
| Oshkosh | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Corporation | Subsidiaries | Subsidiaries |
Assets | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash and cash equivalents | $ | 711.7 | | | $ | 2.7 | | | $ | 19.1 | | | $ | — | | | $ | 733.5 | |
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Receivables, net | 23.5 | | | 627.6 | | | 180.8 | | | (37.6 | ) | | 794.3 | |
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Inventories, net | — | | | 586.6 | | | 236.5 | | | (1.1 | ) | | 822 | |
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Other current assets | 112.4 | | | 70.4 | | | 20.5 | | | 0.3 | | | 203.6 | |
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Total current assets | 847.6 | | | 1,287.30 | | | 456.9 | | | (38.4 | ) | | 2,553.40 | |
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Investment in and advances to consolidated subsidiaries | 2,295.70 | | | (556.3 | ) | | 3,479.20 | | | (5,218.6 | ) | | — | |
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Intangible assets, net | — | | | 1,069.80 | | | 685.9 | | | — | | | 1,755.70 | |
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Other long-term assets | 82.3 | | | 239.4 | | | 134.9 | | | — | | | 456.6 | |
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Total assets | $ | 3,225.60 | | | $ | 2,040.20 | | | $ | 4,756.90 | | | $ | (5,257.0 | ) | | $ | 4,765.70 | |
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Liabilities and Shareholders' Equity | | | | | | | | | |
Current liabilities: | | | | | | | | | |
Accounts payable | $ | 16.5 | | | $ | 454.4 | | | $ | 90.9 | | | $ | (30.1 | ) | | $ | 531.7 | |
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Customer advances | — | | | 291.1 | | | 3.3 | | | — | | | 294.4 | |
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Other current liabilities | 139.6 | | | 321.9 | | | 101.4 | | | (8.3 | ) | | 554.6 | |
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Total current liabilities | 156.1 | | | 1,067.40 | | | 195.6 | | | (38.4 | ) | | 1,380.70 | |
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Long-term debt, less current maturities | 890 | | | — | | | — | | | — | | | 890 | |
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Other long-term liabilities | 71.7 | | | 175.9 | | | 139.6 | | | — | | | 387.2 | |
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Shareholders' equity | 2,107.80 | | | 796.9 | | | 4,421.70 | | | (5,218.6 | ) | | 2,107.80 | |
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Total liabilities and shareholders' equity | $ | 3,225.60 | | | $ | 2,040.20 | | | $ | 4,756.90 | | | $ | (5,257.0 | ) | | $ | 4,765.70 | |
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Condensed Consolidating Statement of Cash Flows |
For the Nine Months Ended June 30, 2014 |
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| Oshkosh | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Corporation | Subsidiaries | Subsidiaries |
Net cash provided (used) by operating activities | $ | (18.7 | ) | | $ | (29.5 | ) | | $ | 117.6 | | | $ | — | | | $ | 69.4 | |
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Investing activities: | | | | | | | | | |
Additions to property, plant and equipment | (21.5 | ) | | (18.9 | ) | | (14.2 | ) | | — | | | (54.6 | ) |
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Additions to equipment held for rental | — | | | — | | | (15.9 | ) | | — | | | (15.9 | ) |
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Contribution to rabbi trust | (1.9 | ) | | — | | | — | | | — | | | (1.9 | ) |
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Proceeds from sale of equipment held for rental | — | | | — | | | 5.5 | | | — | | | 5.5 | |
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Intercompany investing | 29 | | | 73.2 | | | (81.9 | ) | | (20.3 | ) | | — | |
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Other investing activities | (1.1 | ) | | 0.1 | | | — | | | — | | | (1.0 | ) |
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Net cash provided (used) by investing activities | 4.5 | | | 54.4 | | | (106.5 | ) | | (20.3 | ) | | (67.9 | ) |
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Financing activities: | | | | | | | | | |
Repurchases of Common Stock | (152.8 | ) | | — | | | — | | | — | | | (152.8 | ) |
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Repayment of long-term debt | (705.0 | ) | | — | | | — | | | — | | | (705.0 | ) |
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Proceeds from the issuance of long-term debt | 650 | | | — | | | — | | | — | | | 650 | |
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Debt issuance costs | (19.1 | ) | | — | | | — | | | — | | | (19.1 | ) |
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Proceeds from exercise of stock options | 50.4 | | | — | | | — | | | — | | | 50.4 | |
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Dividends paid | (38.1 | ) | | — | | | — | | | — | | | (38.1 | ) |
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Excess tax benefit from stock-based compensation | 6.1 | | | — | | | — | | | — | | | 6.1 | |
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Intercompany financing | (0.9 | ) | | (19.5 | ) | | 0.1 | | | 20.3 | | | — | |
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Net cash provided (used) by financing activities | (209.4 | ) | | (19.5 | ) | | 0.1 | | | 20.3 | | | (208.5 | ) |
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| | | | | | | | | |
Effect of exchange rate changes on cash | — | | | 0.1 | | | (0.9 | ) | | — | | | (0.8 | ) |
|
Increase (decrease) in cash and cash equivalents | (223.6 | ) | | 5.5 | | | 10.3 | | | — | | | (207.8 | ) |
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Cash and cash equivalents at beginning of period | 711.7 | | | 2.7 | | | 19.1 | | | — | | | 733.5 | |
|
Cash and cash equivalents at end of period | $ | 488.1 | | | $ | 8.2 | | | $ | 29.4 | | | $ | — | | | $ | 525.7 | |
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Condensed Consolidating Statement of Cash Flows |
For the Nine Months Ended June 30, 2013 |
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| | | | | | | | | | | | | | | | | | | |
| Oshkosh | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Corporation | Subsidiaries | Subsidiaries |
Net cash provided (used) by operating activities | $ | (16.4 | ) | | $ | 48.1 | | | $ | 215.8 | | | $ | — | | | $ | 247.5 | |
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| | | | | | | | | |
Investing activities: | | | | | | | | | |
Additions to property, plant and equipment | (4.9 | ) | | (13.2 | ) | | (7.1 | ) | | — | | | (25.2 | ) |
|
Additions to equipment held for rental | — | | | — | | | (13.1 | ) | | — | | | (13.1 | ) |
|
Contributions to rabbi trust | (19.4 | ) | | — | | | — | | | — | | | (19.4 | ) |
|
Proceeds from sale of equipment held for rental | — | | | — | | | 6.9 | | | — | | | 6.9 | |
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Intercompany investing | 245.4 | | | (15.5 | ) | | (208.3 | ) | | (21.6 | ) | | — | |
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Other investing activities | — | | | 0.3 | | | (3.3 | ) | | — | | | (3.0 | ) |
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Net cash provided (used) by investing activities | 221.1 | | | (28.4 | ) | | (224.9 | ) | | (21.6 | ) | | (53.8 | ) |
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| | | | | | | | | |
Financing activities: | | | | | | | | | |
Repurchases of Common Stock | (169.0 | ) | | — | | | — | | | — | | | (169.0 | ) |
|
Proceeds from exercise of stock options | 19.9 | | | — | | | — | | | — | | | 19.9 | |
|
Excess tax benefit from stock-based compensation | 0.6 | | | — | | | — | | | — | | | 0.6 | |
|
Intercompany financing | (0.9 | ) | | (19.5 | ) | | (1.2 | ) | | 21.6 | | | — | |
|
Net cash provided (used) by financing activities | (149.4 | ) | | (19.5 | ) | | (1.2 | ) | | 21.6 | | | (148.5 | ) |
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| | | | | | | | | |
Effect of exchange rate changes on cash | — | | | (0.7 | ) | | 0.6 | | | — | | | (0.1 | ) |
|
Increase (decrease) in cash and cash equivalents | 55.3 | | | (0.5 | ) | | (9.7 | ) | | — | | | 45.1 | |
|
Cash and cash equivalents at beginning of period | 500 | | | 5.5 | | | 35.2 | | | — | | | 540.7 | |
|
Cash and cash equivalents at end of period | $ | 555.3 | | | $ | 5 | | | $ | 25.5 | | | $ | — | | | $ | 585.8 | |
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