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Oshkosh Corp OSHKOSH CORP FORM 10-K (Annual Report) Filed 11/23/04 for the Period Ending 09/30/04 Address 2307 OREGON ST P O BOX 2566 OSHKOSH, WI 54903 Telephone 920 235 9151 CIK 0000775158 Symbol OSK SIC Code 3711 - Motor Vehicles and Passenger Car Bodies Industry Auto & Truck Manufacturers Sector Consumer Cyclical Fiscal Year 09/30 http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) (X) Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 30, 2004, or ( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ______________________________ to __________________________________ Commission file number: 1-31371 Oshkosh Truck Corporation (Exact name of registrant as specified in its charter) Wisconsin 39-0520270 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) P. O. Box 2566, Oshkosh, WI 54903-2566 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (920) 235-9151 Securities registered pursuant to Section 12(b) of the Act: Common Stock New York Stock Exchange Preferred Share Purchase Rights New York Stock Exchange (Title of class) (Name of each exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None (Title of class) 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 X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10–K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes X No The aggregate market value of the voting and nonvoting common equity held by non-affiliates of the registrant on March 31, 2004, the last business day of the registrant's most recently completed second fiscal quarter: Class A Common Stock, $.01 par value - No Established Market Value Common Stock, $.01 par value - $1,918,247,398 Number of shares outstanding of each of the registrant's classes of common stock as of November 15, 2004: Class A Common Stock, $.01 par value - 805,177 shares Common Stock, $.01 par value - 34,967,635 shares DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2004 Annual Meeting of Shareholders (to be filed with the Commission under Regulation 14A within 120 days after the end of the registrant’s fiscal year and, upon such filing, to be incorporated by reference into Part III). 2 OSHKOSH TRUCK CORPORATION Index to Annual Report on Form 10-K Fiscal year ended September 30, 2004 Page PART I. ITEM 1. BUSINESS 5 ITEM 2. PROPERTIES 17 ITEM 3. LEGAL PROCEEDINGS 18 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 19 EXECUTIVE OFFICERS OF THE REGISTRANT 19 PART II. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED ITEM 5. STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 20 ITEM 6. SELECTED FINANCIAL DATA 21 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS 23 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 43 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 43 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES 76 ITEM 9A. CONTROLS AND PROCEDURES 76 ITEM 9B. OTHER INFORMATION 76 PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 76 ITEM 11. EXECUTIVE COMPENSATION 76 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 77 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 77 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 77 PART IV. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8- ITEM 15. K 78 INDEX TO EXHIBITS 78 SIGNATURES 80 3 As used herein, the "Company" refers to Oshkosh Truck Corporation, including Pierce Manufacturing Inc. ("Pierce"), McNeilus Companies, Inc. ("McNeilus") and its wholly-owned subsidiaries, Viking Truck and Equipment, Inc. ("Viking"), Kewaunee Fabrications, LLC ("Kewaunee"), Medtec Ambulance Corporation ("Medtec"), JerrDan Corporation ("JerrDan"), Concrete Equipment Company, Inc. ("CON-E- CO"), Geesink Group B.V., Norba A.B. and Geesink Norba Limited and their wholly-owned subsidiaries (together the "Geesink Norba Group") and BAI Brescia Antincendi International S.r.l. and BAI Tecnica S.r.l. (together "BAI"). "Oshkosh" refers to Oshkosh Truck Corporation, not including Pierce, McNeilus, Viking, Kewaunee, Medtec, JerrDan, CON-E-CO, Geesink Norba Group, BAI or any other subsidiaries. The “Oshkosh®,” “McNeilus®,” “Pierce®,” “Medtec™,” “Jerr-Dan®,” “CON-E-CO®,” “BAI™,” “Geesink™,” “Norba®,” “Kiggen™,” “Revolution®,” “Atlantic™,” “Command Zone™,” “All-Steer®,” “TAK-4®,” “Arrow XT™,” “Hawk Extreme®,” “Hercules™,” “Husky®,” “Contender®,” “SmartPak®,” “Auto Reach®,” “Power Grid®,” “Quick Pick®,” “Lo-Pro®,” “All-Pro®,” “Tru-Trof®,” and “ProPulse®” trademarks and related logos are trademarks or registered trademarks of the Company. All other product and service names referenced in this document are the trademarks or registered trademarks of their respective owners. All information in this Annual Report on Form 10-K has been adjusted to reflect the two-for-one split of the Company’s Common Stock effected on August 13, 2003 in the form of a 100% stock dividend. For ease of understanding, the Company refers to types of specialty trucks for particular applications as “markets.” When the Company refers to “market” positions, these comments are based on information available to the Company concerning units sold by those companies currently manufacturing the same types of specialty trucks and truck bodies and are therefore only estimates. Unless otherwise noted, these market positions are based on sales in the United States. There can be no assurance that the Company will maintain such market positions in the future. FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains statements that 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 report, including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital spending and debt levels, and plans and objectives of management for future operations, including those under the captions “Executive Overview”and “Fiscal 2005 Outlook” in “Management’s Discussion and Analysis,” are forward-looking statements. When used in this Annual Report on Form 10-K, words such as the Company “expects,” “intends,”“estimates,” “anticipates,” “believes,” “should”or “plans” 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, that could cause actual results to differ materially from those expressed or implied by such forward- looking statements. These factors include the success of the launch of the Revolution composite concrete mixer drum, the Company’s ability to turn around its McNeilus and Geesink Norba Group businesses, the cyclical nature of the Company’s commercial and fire and emergency markets, risks related to reductions in government expenditures, the uncertainty of government contracts, the challenges of identifying acquisition candidates and integrating acquired businesses, rapidly rising steel and component costs and the Company’s ability to avoid such cost increases based on its supply contracts or recover such rising costs with increases in selling prices of its products, and risks associated with international operations and sales, including foreign currency fluctuations. In addition, the Company’s expectations for fiscal 2005 are based in part on certain assumptions made by the Company, which are set forth under the caption "Management's Discussion and Analysis - Certain Assumptions." Additional information concerning 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 (the “SEC”) filings, including, but not limited to, the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2004. All forward-looking statements, including those under the captions “Executive Overview” and “Fiscal 2005 Outlook” in “Management’s Discussion and Analysis,” speak only as of November 18, 2004. The Company has adopted a policy that if the Company makes a determination that it expects the Company’s earnings per share for future periods for which projections are contained in this Annual Report on Form 10-K to be lower than those projections, then the Company will publicly disseminate that fact. The Company’s policy also provides that if the Company makes a determination that it expects the Company’s earnings per share for future periods to be at or above the projections contained in this Annual Report on Form 10-K, then the Company does not intend to publicly disseminate that fact. Except as set forth above, the Company assumes no obligation, and disclaims any obligation, to update information contained in this Annual Report on Form 10-K.
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