OSK 10-K Annual Report Sept. 30, 2017 | Alphaminr

OSK 10-K Fiscal year ended Sept. 30, 2017

OSHKOSH CORP
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PROXIES
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 12 Of This Annual Report on Form 10-k Contains Certain Information Relating To The Company S Equity Compensation PlansItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement ScheduleItem 16. Form 10-k Summary

Exhibits

3.1 Articles of Incorporation of Oshkosh Corporation (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form8-K dated June 30, 2014 (File No. 1-31371)). 3.2 By-Laws of Oshkosh Corporation, as amended effective September 13, 2016 (incorporated by reference to the Exhibit3.1 to the Companys Current Report on Form 8-K dated September 13, 2016 (File No. 1-31371)). 4.1 Amended and Restated Credit Agreement, dated March 21, 2014, among Oshkosh Corporation, various subsidiaries of Oshkosh Corporation party thereto as borrowers and various lenders and agents party thereto (incorporated by reference to Exhibit 4.1 the Companys Current Report on Form 8-K dated March 21, 2014 (File No. 1-31371)). 4.2 Assumption and Amendment Agreement, dated as of June30, 2014, among Oshkosh Corporation, Oshkosh Corporation, Oshkosh Defense, LLC and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 4.1 the Companys Current Report on Form 8-K dated June 30, 2014 (File No. 1-31371)). 4.3 Indenture, dated February 21, 2014, by and among Oshkosh Corporation, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated February 21, 2014 (File No. 1-31371)). 4.4 First Supplemental Indenture, dated as of June30, 2014, among Oshkosh Corporation, Oshkosh Corporation, Oshkosh Defense, LLC and Wells Fargo Bank, National Association, as trustee (incorporated by reference to the Exhibit 4.3 to the Companys Current Report on Form 8-K dated June 30, 2014 (File No. 1-31371)). 4.5 Lender Increase Agreement, dated January22, 2015, among Oshkosh Corporation, various subsidiaries of Oshkosh Corporation party thereto and various lenders and agents party thereto (incorporated by reference to Exhibit 4.1 the Companys Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 (File No. 1-31371)). 4.6 Indenture, dated March 2, 2015, by and among Oshkosh Corporation, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K, dated March 2, 2015 (File No. 1-31371)). 10.1 Oshkosh Corporation Executive Retirement Plan, amended and restated effective December31, 2008 (incorporated by reference to Exhibit10.7 to the Company's Annual Report on Form10-K for the year ended September30, 2008 (File No.1-31371)).* 10.2 Formof Key Executive Employment and Severance Agreement between Oshkosh Corporation and each of Joseph H. Kimmitt and David M. Sagehorn (each of the persons identified has signed this form or a form substantially similar) (incorporated by reference to Exhibit10.2 to the Company's Quarterly Report on Form10-Q for the quarter ended March31, 2011 (File No.1-31371)).* 10.3 Formof Key Executive Employment and Severance Agreement between Oshkosh Corporation and each of John J. Bryant, Ignacio A. Cortina, James W. Johnson, Marek W. May, Robert S. Messina, Bradley M. Nelson, Frank R. Nerenhausen, Tina R. Schoner and Robert H. Sims (each of the persons identified has signed this form or a form substantially similar) (incorporated by reference to Exhibit10.3 to the Company's Quarterly Report on Form10-Q for the quarter ended March31, 2011 (File No.1-31371)).* 10.4 Formof Key Executive Employment and Severance Agreement between Oshkosh Corporation and Mark M. Radue (incorporated by reference to Exhibit10.9 to the Company's Annual Report on Form10-K for the year ended September30, 2011 (File No.1-31371)).* 10.5 Oshkosh Corporation 2004Incentive Stock and Awards Plan, as amended through September15, 2008 (incorporated by reference to Exhibit10.11 to the Company's Annual Report on Form10-K for the year ended September30, 2008 (File No.1-31371)).* 10.6 Formof Oshkosh Corporation 2004Incentive Stock and Awards Plan Stock Option Agreement for awards granted on and after September19, 2005 (incorporated by reference to Exhibit10.13 to the Company's Annual Report on Form10-K for the fiscal year ended September30, 2005 (File No.1-31371)).* 10.7 Formof Oshkosh Corporation 2004 Incentive Stock and Awards Plan Non-Employee Director Stock Option Award Agreement, for awards granted on and after September19, 2005 (incorporated by reference to Exhibit10.15 to the Company's Annual Report on Form10-K for the fiscal year ended September30, 2005 (File No.1-31371)).* 10.8 Summary of Cash Compensation for Non-Employee Directors (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended September 30, 2012 (File No. 1-31371)).* 10.9 Oshkosh Corporation Deferred Compensation Plan for Directors and Executive Officers (incorporated by reference to Exhibit10.2 to the Company's Quarterly Report on Form10-Q for the quarter ended March31, 2008 (File No.1-31371)).* 10.10 Oshkosh Corporation 2009 Incentive Stock and Awards Plan as Amended and Restated, as amended January 18, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March31, 2012 (File No. 1-31371)).* 10.11 Framework for Awards of Performance Shares based on Total Shareholder Return under the Oshkosh Corporation 2009 Incentive Stock and Awards Plan (incorporated by reference to Exhibit10.1 to the Company's Current Report on Form 8-K, dated September18, 2009 (File No.1-31371)).* 10.12 Formof Oshkosh Corporation 2009 Incentive Stock and Awards Plan Stock Option Award Agreement (incorporated by reference to Exhibit10.2 to the Company's Current Report on Form8-K, dated September18, 2009 (File No.1-31371)).* 10.13 Formof Oshkosh Corporation 2009 Incentive Stock and Awards Plan Stock Appreciation Rights Award Agreement for awards granted on or after September19, 2011 (incorporated by reference to Exhibit10.27 to the Company's Annual Report on Form10-K for the year ended September 30, 2011 (File No.1-31371)).* 10.14 Formof Oshkosh Corporation 2009 Incentive Stock and Awards Plan Restricted Stock Award for awards granted on or after September19, 2011 (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form10-K for the year ended September 30, 2011 (File No. 1-31371)).* 10.15 Formof Oshkosh Corporation 2009 Incentive Stock and Awards Plan Non-Employee Director Stock Option Award (incorporated by reference to Exhibit10.2 to the Company's Quarterly Report on Form10-Q for the quarter ended December31, 2009 (File No.1-31371)).* 10.16 Formof Oshkosh Corporation 2009 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreement (Stock Settled on Retirement) (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form10-K for the year ended September 30, 2013 (File No. 1-31371)).* 10.17 Formof Oshkosh Corporation 2009 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreement (Stock Settled on Vesting - Retirement) (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form10-K for the year ended September 30, 2013 (File No. 1-31371)).* 10.18 Formof Oshkosh Corporation 2009 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreement (Stock Settled on Vesting - General) (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form10-K for the year ended September 30, 2013 (File No. 1-31371)).* 10.19 Letter Agreement, dated October 24, 2012, between Oshkosh Corporation and Colleen R. Moynihan (incorporated by reference to Exhibit (e)(29) to the Company's Solicitation/Recommendation Statement on Schedule 14D-9, dated October26, 2012) (File No.1-31371)).* 10.20 Oshkosh Corporation KEESA Rabbi Trust Agreement, dated as of January 31, 2013, between Oshkosh Corporation and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (File No. 1-31371)).* 10.21 Oshkosh Corporation Supplemental Retirement Plans Rabbi Trust Agreement, dated as of January 31, 2013, between Oshkosh Corporation and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (File No. 1-31371)).* 10.22 Oshkosh Corporation Defined Contribution Executive Retirement Plan, as amended and restated effective June1, 2014 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June30, 2014 (File No. 1-31371)).* 10.23 Formof Severance Agreement between Oshkosh Corporation and Wilson R. Jones (incorporated by reference to Exhibit10.1 to the Company's Quarterly Report on Form10-Q for the quarter ended March31, 2016 (File No.1-31371)).* 10.24 Formof Key Executive Employment Agreement between Oshkosh Corporation and Wilson R. Jones (incorporated by reference to Exhibit10.2 to the Company's Quarterly Report on Form10-Q for the quarter ended March31, 2016 (File No.1-31371)).* 10.25 Framework for Awards of Performance Shares based on Return on Invested Capital under the Oshkosh Corporation 2009 Incentive Stock and Awards Plan (incorporated by reference to Exhibit10.31 to the Company's Annual Report on Form10-K for the year ended September 30, 2016 (File No.1-31371)).* 10.26 Oshkosh Corporation 2017 Incentive Stock and Awards Plan (incorporated by reference to Attachment B to Oshkosh Corporation's definitive proxy statement on Schedule 14A for the Oshkosh Corporation Annual Meeting of Shareholders held on February 7, 2017 (File No. 1-31371)).* 10.27 Framework for Awards of Performance Share based on Total Shareholder Return under the Oshkosh Corporation 2017 Incentive Stock and Awards Plan.* 10.28 Framework for Awards of Performance Shares based on Return on Invested Capital under the Oshkosh Corporation 2017 Incentive Stock Awards Plan.* 10.29 Form of Oshkosh Corporation 2017 Incentive Stock and Awards Plan Stock Options Award Agreement.* 10.30 Form of Oshkosh Corporation 2017 Incentive Stock and Awards Plan Stock Appreciation Rights Award Agreement.* 10.31 Form of Oshkosh Corporation 2017 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreements (Retirement Vesting).* 10.32 Form of Oshkosh Corporation 2017 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreement (International).* 10.33 Form of Oshkosh Corporation 2017 Incentive Stock and Awards Plan Restricted Stock Unit Award Agreement (Stock Settled on Vesting - General).* 21 Subsidiaries of Registrant. 23 Consent of Deloitte& Touche LLP. 31.1 Certification by the President and Chief Executive Officer, pursuant to Section302 of the Sarbanes-Oxley Act, dated November21, 2017. 31.2 Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section302 of the Sarbanes-Oxley Act, dated November21, 2017. 32.1 Written Statement of the President and Chief Executive Officer, pursuant to 18 U.S.C. ss. 1350, dated November21, 2017. 32.2 Written Statement of the Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. ss. 1350, dated November21, 2017.