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 ~~Yes~~ ☐ No 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 ~~Yes~~ ☐ No 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). ☐ Yes ☐ ~~Yes~~ ☒ No

As of April 20, ~~2022, 65,794,923~~2023, 65,313,605 shares of the registrant’s Common Stock were outstanding.

Table of Contents

OSHKOSH CORPORATION

FORM10-Q INDEX

~~OSHKOSH CORPORATION~~

~~FORM10-Q INDEX~~

	Page

		~~Page~~
	PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	13

	Condensed Consolidated Statements of Income for the Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	13

	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2022 and ~~2021~~2022	24

	Condensed Consolidated Balance Sheets at March 31, ~~2022~~2023 and December 31, ~~2021~~2022	35

	Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	46

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	57

	Notes to Condensed Consolidated Financial Statements	68

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2225

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3134

ITEM 4.	CONTROLS AND PROCEDURES	3234

	PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	3335

ITEM 1A.	RISK FACTORS	3335

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3335

ITEM 4.	MINE SAFETY DISCLOSURES	3335

ITEM 6.	EXHIBITS	3436

SIGNATURES		3537

~~Table of Contents~~

~~PART~~

Table of Contents

PARTI - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~ITEM 1.~~

~~FINANCIAL STATEMENTS~~

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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


	Three Months Ended March 31,						Three Months Ended March 31,
	2022			2021			2023			2022
Net sales	$	1,945.7		$	1,889.0		$	2,268.1		$	1,945.7
Cost of sales		1,744.4			1,573.9			1,934.3			1,741.9
Gross income		201.3			315.1			333.8			203.8

Operating expenses:
Selling, general and administrative		169.2			172.0			199.1			169.2
Amortization of purchased intangibles		2.8			2.3			3.9			2.8
Total operating expenses		172.0			174.3			203.0			172.0
Operating income		29.3			140.8			130.8			31.8

Other income (expense):
Interest expense		(12.6	)		(11.8	)		(13.4	)		(12.6	)
Interest income		1.0			0.6			6.2			1.0
Miscellaneous, net		1.1			3.1			5.8			1.1
Income before income taxes and earnings (losses) of unconsolidated affiliates		18.8			132.7
Income before income taxes and losses of unconsolidated affiliates								129.4			21.3
Provision for income taxes		20.2			33.2			34.2			20.8
Income (loss) before earnings (losses) of unconsolidated affiliates		(1.4	)		99.5
Equity in earnings (losses) of unconsolidated affiliates		(0.7	)		0.1
Income before losses of unconsolidated affiliates								95.2			0.5
Losses of unconsolidated affiliates								(6.7	)		(0.7	)
Net income (loss)	$	(2.1	)	$	99.6		$	88.5		$	(0.2	)

Earnings (loss) per share:
Basic	$	(0.03	)	$	1.45		$	1.35		$	—
Diluted		(0.03	)		1.44			1.34			—

Cash dividends declared per share on Common Stock	$	0.37		$	0.33		$	0.41		$	0.37

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 March 31,						Three Months Ended March 31,
	2022			2021			2023			2022
Net income (loss)	$	(2.1	)	$	99.6		$	88.5		$	(0.2	)
Other comprehensive income (loss), net of tax:
Employee pension and postretirement benefits		0.4			1.2			(0.4	)		0.4
Currency translation adjustments		(6.5	)		(20.0	)		11.4			(6.5	)
Change in fair value of derivative instruments		0.8			0.4			(2.0	)		0.8
Total other comprehensive income (loss), net of tax		(5.3	)		(18.4	)		9.0			(5.3	)
Comprehensive income (loss)	$	(7.4	)	$	81.2		$	97.5		$	(5.5	)

The accompanying notes are an integral part of these financial statements

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OSHKOSH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	March 31, 2022			December 31, 2021			March 31, 2023			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	944.5		$	995.7		$	538.7		$	805.9
Receivables, net		987.4			973.4			1,311.7			1,162.0
Unbilled receivables, net		514.3			440.8			554.4			586.3
Inventories, net		1,527.9			1,382.7
Inventories								1,905.9			1,865.6
Income taxes receivable		255.2			250.3			15.8			21.6
Other current assets		64.5			71.7			87.1			90.7
Total current assets		4,293.8			4,114.6			4,413.6			4,532.1
Property, plant and equipment, net		603.7			593.2			871.5			826.2
Goodwill		1,044.9			1,049.0			1,129.2			1,042.0
Purchased intangible assets, net		464.9			464.0			536.1			457.0
Deferred income taxes		130.9			111.5			153.2			134.8
Deferred contract costs								485.9			415.8
Other long-term assets		436.3			389.5			326.9			321.1
Total assets	$	6,974.5		$	6,721.8		$	7,916.4		$	7,729.0

Liabilities and Shareholders’ Equity
Current liabilities:
Revolving credit facilities	$	—		$	—
Revolving credit facilities and current maturities of long-term debt							$	2.1		$	9.7
Accounts payable		982.3			747.4			1,091.2			1,129.0
Customer advances		755.6			690.9			688.9			696.7
Payroll-related obligations		138.5			118.4			146.9			119.5
Income taxes payable		221.1			222.1			150.5			100.3
Other current liabilities		348.8			364.2			379.0			373.4
Total current liabilities		2,446.3			2,143.0			2,458.6			2,428.6
Long-term debt, less current maturities		594.4			819.0			595.2			595.0
Long-term customer advances		455.2			207.0			1,110.6			1,020.5
Other long-term liabilities		510.6			476.4			504.8			499.2
Commitments and contingencies
Shareholders’ equity:
Preferred Stock ($0.01 par value; 2,000,000 shares authorized; 0ne issued and outstanding)		—			—
Common Stock ($0.01 par value; 300,000,000 shares authorized; 75,101,465 shares issued)		0.7			0.7
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		798.2			792.4			808.0			806.0
Retained earnings		3,084.0			3,110.6			3,376.7			3,315.0
Accumulated other comprehensive loss		(133.9	)		(128.6	)		(83.3	)		(92.3	)
Common Stock in treasury, at cost (9,001,160 and 8,289,347 shares, respectively)		(781.0	)		(698.7	)
Common Stock in treasury, at cost (9,722,694 and 9,629,317 shares, respectively)								(854.9	)		(843.7	)
Total shareholders’ equity		2,968.0			3,076.4			3,247.2			3,185.7
Total liabilities and shareholders’ equity	$	6,974.5		$	6,721.8		$	7,916.4		$	7,729.0

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 March 31, 2022
	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total			Three Months Ended March 31, 2023
Balance at December 31, 2021	$	0.7	$	792.4		$	3,110.6		$	(128.6	)	$	(698.7	)	$	3,076.4
Net loss		—		—			(2.1	)		—			—			(2.1	)
Employee pension and postretirement benefits, net of tax of $0.1		—		—			—			0.4			—			0.4
																		Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total
Balance at December 31, 2022																		$	0.7	$	806.0		$	3,315.0		$	(92.3	)	$	(843.7	)	$	3,185.7
Net income																			—		—			88.5			—			—			88.5
Employee pension and postretirement benefits, net of tax of $0.1																			—		—			—			(0.4	)		—			(0.4	)
Currency translation adjustments		—		—			—			(6.5	)		—			(6.5	)		—		—			—			11.4			—			11.4
Cash dividends ($0.37 per share)		—		—			(24.5	)		—			—			(24.5	)
Loss on derivative instruments, net of tax																			—		—			—			(2.0	)		—			(2.0	)
Cash dividends ($0.41 per share)																			—		—			(26.8	)		—			—			(26.8	)
Repurchases of Common Stock		—		—			—			—			(85.0	)		(85.0	)		—		—			—			—			(15.2	)		(15.2	)
Exercise of stock options		—		(0.2	)		—			—			2.1			1.9			—		0.5			—			—			2.0			2.5
Stock-based compensation expense		—		6.8			—			—			—			6.8			—		6.8			—			—			—			6.8
Payment of stock-based restricted and performance shares		—		(0.5	)		—			—			0.5			—			—		(4.7	)		—			—			4.7			—
Shares tendered for taxes on stock-based compensation		—		—			—			—			(0.4	)		(0.4	)		—		—			—			—			(3.4	)		(3.4	)
Other		—		(0.3	)		—			0.8			0.5			1.0			—		(0.6	)		—			—			0.7			0.1
Balance at March 31, 2022	$	0.7	$	798.2		$	3,084.0		$	(133.9	)	$	(781.0	)	$	2,968.0
Balance at March 31, 2023																		$	0.7	$	808.0		$	3,376.7		$	(83.3	)	$	(854.9	)	$	3,247.2

	Three Months Ended March 31, 2021
	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total			Three Months Ended March 31, 2022
Balance at December 31, 2020	$	0.7	$	791.4		$	2,793.5		$	(165.5	)	$	(487.5	)	$	2,932.6
Net income		—		—			99.6			—			—			99.6
Employee pension and postretirement benefits, net of tax of $0.2		—		—			—			1.2			—			1.2
																		Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total
Balance at December 31, 2021																		$	0.7	$	792.4		$	3,238.5		$	(128.6	)	$	(698.7	)	$	3,204.3
Net loss																			—		—			(0.2	)		—			—			(0.2	)
Employee pension and postretirement benefits, net of tax of $0.1																			—		—			—			0.4			—			0.4
Currency translation adjustments		—		—			—			(20.0	)		—			(20.0	)		—		—			—			(6.5	)		—			(6.5	)
Cash dividends ($0.33 per share)		—		—			(22.7	)		—			—			(22.7	)
Gain on derivative instruments, net of tax																			—		—			—			0.8			—			0.8
Cash dividends ($0.37 per share)																			—		—			(24.5	)		—			—			(24.5	)
Repurchases of Common Stock																			—		—			—			—			(85.0	)		(85.0	)
Exercise of stock options		—		(0.6	)		—			—			18.8			18.2			—		(0.2	)		—			—			2.1			1.9
Stock-based compensation expense		—		8.3			—			—			—			8.3			—		6.8			—			—			—			6.8
Payment of stock-based restricted and performance shares		—		(0.8	)		—			—			0.8			—			—		(0.5	)		—			—			0.5			—
Shares tendered for taxes on stock-based compensation																			—		—			—			—			(0.4	)		(0.4	)
Other		—		—			0.6			0.4			—			1.0			—		(0.3	)		—			—			0.5			0.2
Balance at March 31, 2021	$	0.7	$	798.3		$	2,871.0		$	(183.9	)	$	(467.9	)	$	3,018.2
Balance at March 31, 2022																		$	0.7	$	798.2		$	3,213.8		$	(133.9	)	$	(781.0	)	$	3,097.8

The accompanying notes are an integral part of these financial statements

Table of Contents

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in millions; unaudited)


	Three Months Ended March 31,						Three Months Ended March 31,
	2022			2021			2023			2022
Operating activities:
Net income (loss)	$	(2.1	)	$	99.6		$	88.5		$	(0.2	)
Depreciation and amortization		26.4			21.7			30.5			26.4
Stock-based compensation expense		6.8			8.3
Stock-based incentive compensation								6.8			6.8
Loss on sale of business, net of tax								11.0			—
Deferred income taxes		1.0			3.8			(26.3	)		1.6
Gain on sale of assets		(1.0	)		(2.1	)		(0.1	)		(1.0	)
Foreign currency transaction gains		(1.5	)		(1.2	)		(0.8	)		(1.5	)
Other non-cash adjustments		(0.6	)		(0.2	)		6.9			(0.6	)
Changes in operating assets and liabilities		299.9			196.9			(36.7	)		297.4
Net cash provided by operating activities		328.9			326.8			79.8			328.9

Investing activities:
Additions to property, plant and equipment		(26.1	)		(16.7	)		(111.5	)		(26.1	)
Additions to equipment held for rental		(1.9	)		(2.2	)		(1.2	)		(1.9	)
Acquisition of business, net of cash acquired		—			(112.1	)		(187.9	)		—
Proceeds from sale of business, net of cash sold								23.1			—
Proceeds from sale of equipment held for rental		3.2			5.1			1.6			3.2
Other investing activities		(15.3	)		3.6			(1.2	)		(15.3	)
Net cash used by investing activities		(40.1	)		(122.3	)
Net cash used in investing activities								(277.1	)		(40.1	)

Financing activities:
Repayments of debt (original maturities greater than three months)		(225.0	)		—			(25.0	)		(225.0	)
Debt issuance costs		(2.5	)		—
Repurchases of Common Stock		(85.4	)		—			(15.2	)		(85.0	)
Dividends paid		(24.5	)		(22.7	)		(26.8	)		(24.5	)
Proceeds from exercise of stock options		1.9			18.2
Other financing activities		(2.4	)		(1.2	)		(4.1	)		(3.4	)
Net cash used by financing activities		(337.9	)		(5.7	)
Effect of exchange rate changes on cash		(2.1	)		(4.2	)
Increase (decrease) in cash and cash equivalents		(51.2	)		194.6
Net cash used in financing activities								(71.1	)		(337.9	)
Effect of exchange rate changes on cash and cash equivalents								1.2			(2.1	)
Decrease in cash and cash equivalents								(267.2	)		(51.2	)
Cash and cash equivalents at beginning of period		995.7			898.6			805.9			995.7
Cash and cash equivalents at end of period	$	944.5		$	1,093.2		$	538.7		$	944.5

Supplemental disclosures:
Cash paid for interest	$	10.1		$	11.6		$	8.4		$	10.1
Cash paid for income taxes		5.3			83.9			2.4			5.3
Proceeds from income tax refunds		0.3			—
Cash received from income tax refunds								0.9			0.3
Cash paid for operating lease liabilities		11.5			13.8			12.4			11.5
Operating right-of-use assets obtained		2.8			7.9			7.8			2.8

The accompanying notes are an integral part of these financial statements

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Basis of Presentation

~~Basis of Presentation~~

In October 2021, Oshkosh Corporation and its subsidiaries (the Company) changed its fiscal year from a year beginning on October 1 and ending September 30 to a year beginning on January 1 and ending December 31. The Company’s current fiscal year runs from January 1, 2022 through December 31, 2022 (fiscal 2022).

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (which include normal recurring adjustments, unless otherwise noted) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. These Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of Oshkosh Corporation for the year ended ~~September 30, 2021. Results for the three months ended March~~December 31, ~~2022~~2022. The interim results are not necessarily indicative of results for any other interim period or for fiscal ~~2022.~~2023. Certain reclassifications have been made to the prior period financial statements to conform to the presentation as of and for the three months ended March 31, ~~2022.~~2023.

Effective January 31, 2023, the Company formed the Vocational segment by combining the historical Fire & Emergency and Commercial segment businesses. All information has been restated to conform to the new reporting segments.

On March 1, 2023, the Company completed the sale of its rear discharge concrete mixer business for $32.9 million. As the sale price was below the carrying value of the business, a pre-tax loss of $13.3 million was recognized during the three months ended March 31, 2023, which is included in selling, general and administrative expense in the Company’s Condensed Consolidated Statements of Income. During the three months ended March 31, 2023, the rear discharge concrete mixer business, which was included in the Vocational segment, had sales of $25.9 million.

On January 31, 2023, the Company acquired Hinowa S.p.A. (Hinowa), an Italian manufacture of compact crawler booms and tracked equipment, for €171.9 million ($186.9 million), net of cash acquired. Hinowa is part of the Access segment. The purchase price included $187.9 million in cash less a receivable of $1.0 million for certain post-closing working capital adjustments.

The operating results of Hinowa have been included in the Company’s Condensed Consolidated Statements of Income from the date of acquisition. Hinowa had sales of $14.6 million from the acquisition date to March 31, 2023. Pro-forma results of operations have not been presented as the effect of the acquisition is not material to any periods presented.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition (in millions):


Assets Acquired:
Current assets, excluding cash of $13.7 million	$	53.1
Property, plant and equipment		14.5
Goodwill		85.5
Purchased intangible assets		83.9
Other long-term assets		4.8
Total assets		241.8

Liabilities Assumed:
Current liabilities		50.1
Long-term liabilities		4.8
Total liabilities		54.9

Net assets acquired	$	186.9

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OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The preliminary valuation of intangible assets consists of $57.5 million of assets subject to amortization with an estimated eleven-year average life and $26.4 million of assets with an indefinite life. The purchase price, net of cash acquired, was allocated based on the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition with the excess purchase price of $85.5 million recorded as goodwill, representing expected synergies, all of which was allocated to the Access segment. None of the goodwill is deductible for income tax purposes. The purchase price allocations are preliminary at March 31, 2023 and may be subsequently adjusted to reflect the finalization of appraisals and other valuation studies. The Company expensed $0.6 million of transaction costs related to the acquisition during the three months ended March 31, 2023.

Revenue Recognition

~~Revenue Recognition~~

The Defense segment utilizes the cost-to-cost method of percentage-of-completion to recognize revenue on its performance obligations that are satisfied over time because it best depicts the transfer of control to the customer. Under the cost-to-cost method of percentage-of-completion, the ~~Defense segment~~Company measures progress based on the ratio of costs incurred to date to total estimated costs for the performance obligation. The Company recognizes changes in estimated sales or costs and the resulting profit or loss on a cumulative basis. Contract adjustments represent the cumulative effect of the changes on prior periods. If a loss is expected on a performance obligation, the complete estimated loss is recorded in the period in which the loss is identified.

There is significant judgment involved in estimating sales and costs within the Defense segment. Each contract is evaluated at contract inception to identify risks and estimate revenue and costs. In performing this evaluation, the Defense segment considers risks of contract performance such as technical requirements, schedule, duration and key contract dependencies. These considerations are then factored into the Company’s estimated revenue and costs. Preliminary contract estimates are subject to change throughout the duration of the contract as additional information becomes available that impacts risks and estimated revenue and costs. In addition, as contract modifications (e.g., new orders) are received, the additional units are factored into the overall contract estimate of costs and transaction price.

Contract adjustments impacted the Company’s results as follows (in millions, except ~~for~~ per share amounts):


	Three Months Ended March 31,
	2023			2022
Net sales	$	(6.5	)	$	(7.9	)
Operating income		(14.4	)		(10.6	)
Net income		(11.0	)		(8.1	)
Diluted earnings per share	$	(0.17	)	$	(0.12	)

The Defense segment incurs pre-production engineering, factory setup and other contract fulfillment costs related to products produced for its customers under long-term contracts. An asset is recognized for costs incurred to fulfill an existing contract or highly-probable anticipated contract if such costs generate or enhance resources that will be used in satisfying performance obligations in the future and the costs are expected to be recovered. Costs related to customer-owned tooling that will be used in production and for which the customer has provided a non-cancelable right to use the tooling to perform during the contract term are also recognized as an asset. Under the Next Generation Delivery Vehicles (NGDV) contract with the United States Postal Service (USPS), the Company has determined that it does not transfer control of any goods or services to the USPS until the construction of the production vehicles. Deferred contract costs will be amortized over the anticipated production volume of the NGDV contract. The Company periodically assesses its contract fulfillment and customer-owned

Three Months Ended
March 31,

2022

2021

Net sales

$
(7.9
)

$
(3.1
)
Operating income

(10.6
)

(3.6
)
Net income

(8.1
)

(2.8
)
Diluted earnings per share

$
(0.12
)

$
(0.04
)

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

tooling for impairment. The Company did not record any impairment losses on contract fulfillment or customer-owned tooling costs in the three months ended March 31, 2023 or 2022.

Deferred contract costs, the majority of which are related to the NGDV contract, consisted of the following (in millions):


	March 31,		December 31,
	2023		2022
Costs for anticipated contracts	$	5.7	$	6.8
Engineering costs		291.7		256.1
Factory setup costs		20.7		16.4
Customer-owned tooling		167.8		136.5
Deferred contract costs	$	485.9	$	415.8

Disaggregation of Revenue

Consolidated net sales disaggregated by segment and timing of revenue recognition are as follows (in millions):


	Three Months Ended March 31, 2022													Three Months Ended March 31, 2023
	Access Equipment		Defense		Fire & Emergency		Commercial		Corporate and Intersegment Eliminations			Total		Access		Defense		Vocational		Corporate and Intersegment Eliminations			Total
Point in time	$	869.9	$	2.1	$	282.6	$	154.3	$	(2.3	)	$	1,306.6	$	1,180.5	$	3.5	$	447.2	$	(0.9	)	$	1,630.3
Over time		13.2		533.5		5.3		87.1		—			639.1		12.7		509.6		115.5		—			637.8
	$	883.1	$	535.6	$	287.9	$	241.4	$	(2.3	)	$	1,945.7	$	1,193.2	$	513.1	$	562.7	$	(0.9	)	$	2,268.1


	Three Months Ended March 31, 2022
	Access		Defense		Vocational		Corporate and Intersegment Eliminations			Total
Point in time	$	869.9	$	2.1	$	436.9	$	(2.3	)	$	1,306.6
Over time		13.2		533.5		92.4		—			639.1
	$	883.1	$	535.6	$	529.3	$	(2.3	)	$	1,945.7

Three Months Ended March 31, 2021

Access
Equipment

Defense

Fire &
Emergency

Commercial

Corporate and
Intersegment
Eliminations

Total

Point in time

$
721.1

$
10.3

$
307.6

$
126.5

$
(7.0
)

$
1,158.5

Over time

17.1

604.4

4.9

103.5

0.6

730.5

$
738.2

$
614.7

$
312.5

$
230.0

$
(6.4
)

$
1,889.0

See Note 18 of the Notes to Condensed Consolidated Financial Statements for further disaggregated sales information.

Contract Assets and Contract Liabilities

In instances where the Company recognizes revenue prior to having an unconditional right to payment, the Company records a contract asset. 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 months ended March 31, 2023 or 2022.

The Company is generally entitled to bill its customers upon satisfaction of its performance obligations, except for its long-term contracts in the Defense segment which typically allow for billing upon acceptance of the finished goods, payments received from customers in advance of performance and extended warranties that are 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. See Note 7 of the Notes to Condensed Consolidated Financial Statements for additional information on the Company’s receivables balances.

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

With the exception of Pierce Manufacturing Inc. (Pierce) in the ~~Fire & Emergency~~Vocational segment, the Company’s contracts typically do not contain a significant financing component. ~~In the Fire & Emergency segment,~~Pierce customers earn interest on customer advances at a rate determined in a separate financing transaction between ~~the Fire & Emergency segment~~Pierce and the customer at contract inception. Interest charges ~~of $5.0 million and $4.5 million were~~for amounts due on customer advances recorded in “Interest expense” in the Condensed Consolidated Statements of Income were $6.3 million and $5.0 million for the three months ended March 31, 2023 and 2022, ~~and 2021, respectively, for amounts attributable to customer advances.~~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. The Company reduces contract liabilities when the Company transfers control of the promised goods and services. Contract liabilities consisted of the following (in millions):


	March 31,		December 31,		March 31,		December 31,
	2022		2021		2023		2022
Customer advances	$	755.6	$	690.9	$	688.9	$	696.7
Other current liabilities		74.8		81.9		74.7		77.4
Long-term customer advances		455.2		207.0		1,110.6		1,020.5
Other long-term liabilities		58.6		54.9		65.5		66.8
Total contract liabilities	$	1,344.2	$	1,034.7	$	1,939.7	$	1,861.4

~~Table of Contents~~

Three Months Ended
March 31,

2022

2021

Beginning liabilities recognized in revenue

$
118.3

$
129.8


	Three Months Ended March 31,
	2023		2022
Beginning liabilities recognized in revenue	$	189.2	$	118.3

In instances where the Company recognizes revenue prior to having an unconditional right to payment, the Company records a contract asset. 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 0t record any impairment losses on contract assets during the three months ended March 31, 2022 or 2021.

The Defense segment recognizes an asset for costs incurred to fulfill an existing contract or highly-probable anticipated contract if such costs generate or enhance resources that will be used in satisfying performance obligations in the future and the costs are expected to be recovered. Under the Next Generation Delivery Vehicles (NGDV) contract with the United States Postal Service (USPS), the Company has determined that it does not transfer control of any goods or services to the USPS until the construction of the production vehicles. Costs required to fulfill the NGDV production contract incurred prior to production of the vehicles are capitalized to the extent that they generate or enhance resources used in the production of NGDVs. These costs will be amortized over the anticipated production volume of the NGDV contact. Deferred contract costs are included in “Other long-term assets” within the Company’s Condensed Consolidated Balance Sheets. Deferred contract costs, the majority of which related to the NGDV contract, consisted of the following (in millions):

March 31,

December 31,

2022

2021

Costs for anticipated contracts

$
5.3

$
4.9

Engineering costs

93.6

60.0

Factory setup costs

6.3

4.1

Supplier-owned tooling

20.3

4.2

Deferred contract related costs

$
125.5

$
73.2

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. Revenue related to service-type 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. Changes in the Company’s service-type warranties were as follows (in millions):


	Three Months Ended March 31,						Three Months Ended March 31,
	2022			2021			2023			2022
Balance at beginning of period	$	66.9		$	63.0		$	76.1		$	66.9
Deferred revenue for new service warranties		7.2			6.5			9.0			7.2
Amortization of deferred revenue		(4.8	)		(6.4	)		(6.5	)		(4.8	)
Foreign currency translation		(0.2	)		(0.2	)		0.1			(0.2	)
Balance at end of period	$	69.1		$	62.9		$	78.7		$	69.1

Classification of service-type warranties in the Condensed Consolidated Balance Sheets consisted of the following (in millions):


	March 31,		December 31,		March 31,		December 31,
	2022		2021		2023		2022
Other current liabilities	$	22.9	$	22.3	$	26.4	$	26.8
Other long-term liabilities		46.2		44.6		52.3		49.3
	$	69.1	$	66.9	$	78.7	$	76.1

811

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Remaining Performance Obligations

As of March 31, ~~2022,~~2023, the Company had unsatisfied performance obligations for contracts with an original duration greater than one year totaling ~~$9.15~~$9.83 billion, of which ~~$3.08~~$2.08 billion is expected to be satisfied and recognized in revenue ~~recognized~~ in the remaining nine months of fiscal ~~2022, $2.36 billion is expected to be recognized in fiscal~~ 2023, ~~and $3.70~~$2.76 billion is expected to be satisfied and recognized in revenue in fiscal 2024 and $4.99 billion is expected to be satisfied and recognized ~~beyond~~in revenue after fiscal ~~2023.~~2024.

Stock-Based Compensation

~~Stock-Based Compensation~~

In February 2017, the Company’s shareholders approved the 2017 Incentive Stock and Awards Plan (the “2017 Stock Plan”). The 2017 Stock Plan replaced the 2009 Incentive Stock and Awards Plan (as amended, the “2009 Stock Plan”). While no new awards will be granted under the 2009 Stock Plan, awards previously made under that plan that were outstanding as of the approval date of the 2017 Stock Plan will remain outstanding and continue to be governed by the provisions of that plan. At March 31, ~~2022,~~2023, the Company had reserved ~~3,607,006~~2,840,963 shares of Common Stock available for issuance to provide for the exercise of outstanding stock options and the issuance of Common Stock under incentive compensation awards, including awards issued prior to the effective date of the 2017 Stock Plan.

The Company recognizes stock-based compensation expense over the requisite service period for vesting of an award, or to an employee’s eligible retirement date, if earlier and applicable. Total stock-based compensation expense, including cash-based liability awards, was $6.8 million ($5.8 million net of tax) and $6.5 million ($5.5 million net of tax) for the three months ended March 31, 2023 and 2022, was $6.5 million ($5.5 million net of tax). Total stock-based compensation expense, including cash-based liability awards, for the three months ended March 31, 2021 was $9.9 million ($8.3 million net of tax).respectively.

Employee Benefit Plans

~~Employee Benefit Plans~~

Components of net periodic pension benefit cost were as follows (in millions):


	Three Months Ended March 31,						Three Months Ended March 31,
	2022			2021			2023			2022
Components of net periodic benefit cost
Service cost	$	2.6		$	2.9		$	1.7		$	2.6
Interest cost		4.3			4.1			4.1			4.3
Expected return on plan assets		(5.2	)		(5.0	)		(4.8	)		(5.2	)
Amortization of prior service cost (benefit)		0.5			0.5			0.5			0.5
Amortization of net actuarial loss (gain)		0.2			1.2			(0.6	)		0.2
Expenses paid		0.8			0.8			0.2			0.8
Net periodic benefit cost	$	3.2		$	4.5		$	1.1		$	3.2

Components of net periodic other post-employment benefit cost were as follows (in millions):


	Three Months Ended March 31,						Three Months Ended March 31,
	2022			2021			2023			2022
Components of net periodic benefit cost
Service cost	$	0.6		$	0.5		$	0.4		$	0.6
Interest cost		0.3			0.3			0.5			0.3
Amortization of prior service cost (benefit)		(0.3	)		(0.3	)		(0.4	)		(0.3	)
Amortization of net actuarial loss (gain)		0.1			—			—			0.1
Net periodic benefit cost	$	0.7		$	0.5		$	0.5		$	0.7

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.

912

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Income Taxes

~~Income Taxes~~

The Company recorded income tax expense of ~~$20.2~~$34.2 million, or ~~107.4%~~26.4% of pre-tax income, for the three months ended March 31, ~~2022,~~2023, compared to ~~$33.2~~$20.8 million, or ~~25.0%~~97.7% of pre-tax income, for the three months ended March 31, ~~2021.~~2022. Results for the three months ended March 31, 2023 were impacted by $3.4 million of discrete tax charges, including a $1.7 million charge related to a valuation allowance recorded with respect to a deferred tax asset on marketable securities. Results for the three months ended March 31, 2022 were unfavorably impacted by ~~$15.4~~$15.4 million of net discrete charges, including a charge of ~~$18.1~~$18.1 million related to taxes on income generated in prior periods as the Company revised its interpretation of certain foreign anti-hybrid tax legislation based upon ~~recent~~ comments from the corresponding taxing authorities and a benefit of ~~$3.8~~$3.8 million for the release of a foreign tax credit valuation allowance in response to the issuance by the U.S. Treasury Department of final foreign tax credit regulations. ~~Results for the three months ended March 31, 2021 were unfavorably impacted by $1.4 million of net discrete charges, including a $0.8 million charge related to state audit settlements.~~

The Company’s liability for gross unrecognized tax benefits, excluding related interest and penalties, was ~~$82.2~~$93.8 million and ~~$41.5~~$98.8 million as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. Included in the Company’s March 31, 2022 liability for gross unrecognized tax benefits is an $18.7 million reserve related to certain foreign anti-hybrid legislation and a $22.3 million U.S. federal reserve for a temporary deferred position. As of March 31, ~~2022,~~2023, net unrecognized tax benefits, excluding interest and penalties, of ~~$43.2~~$54.3 million would affect the Company’s net income if recognized.

The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits in the “Provision for income taxes” in the Condensed Consolidated Statements of Income. During the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company recognized expense of ~~$0.6~~$0.9 million and ~~$0.5~~$0.6 million, respectively, related to interest and penalties. At March 31, ~~2022,~~2023, the Company had accruals for the payment of interest and penalties of ~~$4.0~~$5.7 million. During the next twelve months, it is reasonably possible that federal, state and foreign tax audit resolutions could reduce net unrecognized tax benefits by approximately ~~$2.3~~$5.5 million because the Company’s tax positions are sustained on audit, the Company agrees to their disallowance or the statutes of limitations close.

Earnings Per Share

~~Earnings Per Share~~

The reconciliation of basic weighted-average shares outstanding to diluted weighted-average shares outstanding was as follows:


	Three Months Ended March 31,
	2023		2022
Basic weighted-average common shares outstanding		65,440,014		66,394,041
Dilutive stock options and other equity-based compensation awards		390,971		—
Diluted weighted-average common shares outstanding		65,830,985		66,394,041

Three Months Ended
March 31,

2022

2021

Basic weighted-average common shares outstanding

66,394,041

68,513,419

Dilutive stock options and other equity-based compensation awards

—

775,202

Diluted weighted-average common shares outstanding

66,394,041

69,288,621

Shares for stock-based compensation not included in the computation of diluted earnings per share attributable to common shareholders because they would have been anti-dilutive were as follows:

Three Months Ended
March 31,

2022

2021

Shares for stock-based compensation

522,003

—


	Three Months Ended March 31,
	2023		2022
Shares for stock-based compensation		—		522,003

1013

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Receivables

~~Receivables~~

Receivables consisted of the following (in millions):


	March 31, 2023			December 31, 2022
Trade receivables - U.S. government	$	124.7		$	135.3
Trade receivables - other		1,135.8			979.5
Finance receivables		8.3			7.3
Notes receivable		7.6			—
Other receivables		58.0			53.3
		1,334.4			1,175.4
Less allowance for doubtful accounts		(7.1	)		(6.7	)
	$	1,327.3		$	1,168.7

March 31,
2022

December 31,
2021

Trade receivables - U.S. government

$
102.4

$
140.7

Trade receivables - other

848.7

797.5

Finance receivables

7.5

8.0

Other receivables

43.2

40.0

1,001.8

986.2

Less allowance for doubtful accounts

(5.9
)

(4.2
)

$
995.9

$
982.0

Classification of receivables in the Condensed Consolidated Balance Sheets consisted of the following (in millions):


	March 31, 2023		December 31, 2022
Current receivables	$	1,311.7	$	1,162.0
Long-term receivables		15.6		6.7
	$	1,327.3	$	1,168.7

March 31,
2022

December 31,
2021

Current receivables

$
987.4

$
973.4

Long-term receivables

8.5

8.6

$
995.9

$
982.0

Changes in the Company’s allowance for doubtful accounts by type of receivable were as follows (in millions):


	Three Months Ended March 31, 2023						Three Months Ended March 31, 2022
	Finance Receivables		Trade and Other Receivables		Total		Finance Receivables			Trade and Other Receivables		Total
Allowance at beginning of period	$	0.1	$	6.6	$	6.7	$	0.5		$	3.7	$	4.2
Provision for doubtful accounts, net of recoveries		0.1		0.3		0.4		(0.1	)		1.8		1.7
Allowance at end of period	$	0.2	$	6.9	$	7.1	$	0.4		$	5.5	$	5.9

Three Months Ended March 31, 2022

Three Months Ended March 31, 2021

Finance
Receivables

Trade and
Other
Receivables

Total

Finance
Receivables

Trade and
Other
Receivables

Total

Allowance at beginning of period

$
0.5

$
3.7

$
4.2

$
1.4

$
4.4

$
5.8

Provision for doubtful accounts, net of recoveries

(0.1
)

1.8

1.7

(0.3
)

0.2

(0.1
)
Allowance at end of period

$
0.4

$
5.5

$
5.9

$
1.1

$
4.6

$
5.7

Inventories

8.	~~Inventories~~

Inventories consisted of the following (in millions):


	March 31, 2022			December 31, 2021			March 31, 2023		December 31, 2022
Raw materials	$	1,021.0		$	984.4		$	1,114.4	$	1,140.6
Partially finished products		426.5			334.0			403.4		383.1
Finished products		254.2			239.7			388.1		341.9
Inventories at FIFO cost		1,701.7			1,558.1
Less: Excess of FIFO cost over LIFO cost		(173.8	)		(175.4	)
	$	1,527.9		$	1,382.7		$	1,905.9	$	1,865.6

1114

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Property, Plant and Equipment

~~Property, Plant and Equipment~~

Property, plant and equipment consisted of the following (in millions):


	March 31, 2022			December 31, 2021			March 31, 2023			December 31, 2022
Land and land improvements	$	72.7		$	72.0		$	80.3		$	74.9
Buildings		413.0			410.9			460.2			441.6
Machinery and equipment		768.1			740.9			857.5			841.9
Software and related costs		200.4			201.3			205.9			201.5
Equipment on operating lease to others		9.2			9.9			10.2			10.2
Construction in progress		45.3			45.3			259.5			234.3
		1,508.7			1,480.3			1,873.6			1,804.4
Less accumulated depreciation		(905.0	)		(887.1	)		(1,002.1	)		(978.2	)
	$	603.7		$	593.2		$	871.5		$	826.2

Depreciation expense was ~~$20.7~~$23.3 million and ~~$20.2~~$20.7 million for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively. Capitalized interest was insignificant for all reported periods.

Equipment on operating lease to others represents the cost of equipment shipped to customers for whom the Company has guaranteed the residual value ~~and~~of equipment on short-term leases. These transactions are accounted for as operating leases with the related assets capitalized and depreciated over their estimated economic lives of five to ten ~~years.~~years. Cost less accumulated depreciation for equipment on operating lease was $9.1 million and $9.3 million at March 31, ~~2022~~2023 and December 31, ~~2021 was $8.2 million~~2022, respectively.

10.

Goodwill and ~~$8.9 million, respectively.~~

Purchased Intangible Assets

~~10.~~

~~Goodwill and Purchased Intangible Assets~~

Goodwill and other indefinite-lived intangible assets are not amortized but are reviewed for impairment annually or more frequently if potential interim indicators exist that could result in impairment. The Company performs its annual impairment test in the fourth quarter of its fiscal year.

The Company acquired Hinowa on January 31, 2023. The goodwill and intangible values related to the Hinowa acquisition are based on management’s best estimates as of March 31, 2023. See Note 1 of the Condensed Consolidated Financial Statements for additional information.

The following table presents changes in goodwill during the three months ended March 31, ~~2022~~2023 (in millions):


	Access		Defense		Vocational		Total
Net goodwill at December 31, 2022	$	865.8	$	44.4	$	131.8	$	1,042.0
Foreign currency translation		1.7		—		—		1.7
Acquisition		85.5		—		—		85.5
Net goodwill at March 31, 2023	$	953.0	$	44.4	$	131.8	$	1,129.2

Access
Equipment

Defense

Fire &
Emergency

Commercial

Total

Net goodwill at December 31, 2021

$
877.6

$
44.4

$
106.1

$
20.9

$
1,049.0

Foreign currency translation

(4.1
)

—

—

—

(4.1
)
Net goodwill at March 31, 2022

$
873.5

$
44.4

$
106.1

$
20.9

$
1,044.9

The following table presents details of the Company’s goodwill allocated to the reportable segments (in millions):

March 31, 2022

December 31, 2021

Gross

Accumulated
Impairment

Net

Gross

Accumulated
Impairment

Net

Access Equipment

$
1,805.6

$
(932.1
)

$
873.5

$
1,809.7

$
(932.1
)

$
877.6

Defense

44.4

—

44.4

44.4

—

44.4

Fire & Emergency

108.1

(2.0
)

106.1

108.1

(2.0
)

106.1

Commercial

188.5

(167.6
)

20.9

188.5

(167.6
)

20.9

$
2,146.6

$
(1,101.7
)

$
1,044.9

$
2,150.7

$
(1,101.7
)

$
1,049.0


	March 31, 2023							December 31, 2022
	Gross		Accumulated Impairment			Net		Gross		Accumulated Impairment			Net
Access	$	1,885.1	$	(932.1	)	$	953.0	$	1,797.9	$	(932.1	)	$	865.8
Defense		44.4		—			44.4		44.4		—			44.4
Vocational		301.2		(169.4	)		131.8		303.5		(171.7	)		131.8
	$	2,230.7	$	(1,101.5	)	$	1,129.2	$	2,145.8	$	(1,103.8	)	$	1,042.0

1215

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Details of the Company’s total purchased intangible assets are as follows (in millions):


	March 31, 2022									March 31, 2023
	Weighted- Average Life		Gross		Accumulated Amortization			Net		Weighted- Average Life		Gross		Accumulated Amortization			Net
Amortizable intangible assets:
Distribution network		39.2	$	55.4	$	(35.9	)	$	19.5		39.2	$	55.3	$	(37.3	)	$	18.0
Technology-related		12.0		108.4		(104.1	)		4.3		11.7		137.7		(102.4	)		35.3
Customer relationships		12.6		572.6		(552.8	)		19.8		12.5		601.8		(559.2	)		42.6
Other		12.2		23.6		(19.4	)		4.2		10.3		44.2		(16.9	)		27.3
		14.4		760.0		(712.2	)		47.8		14.0		839.0		(715.8	)		123.2
Non-amortizable trade names				417.1		—			417.1				412.9		—			412.9
			$	1,177.1	$	(712.2	)	$	464.9			$	1,251.9	$	(715.8	)	$	536.1


	December 31, 2022
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Amortizable intangible assets:
Distribution network		39.2	$	55.3	$	(37.0	)	$	18.3
Technology-related		12.0		108.3		(104.4	)		3.9
Customer relationships		12.6		576.6		(557.3	)		19.3
Other		10.9		50.2		(22.1	)		28.1
		14.2		790.4		(720.8	)		69.6
Non-amortizable trade names				387.4		—			387.4
			$	1,177.8	$	(720.8	)	$	457.0

December 31, 2021

Weighted-
Average
Life

Gross

Accumulated
Amortization

Net

Amortizable intangible assets:

Distribution network

39.2

$
55.4

$
(35.6
)

$
19.8

Technology-related

11.9

104.7

(104.0
)

0.7

Customer relationships

12.6

572.6

(551.3
)

21.3

Other

12.1

23.6

(18.5
)

5.1

14.4

756.3

(709.4
)

46.9

Non-amortizable trade names

417.1

—

417.1

$
1,173.4

$
(709.4
)

$
464.0

~~On March 1, 2022, the Company acquired 2 patents with a combined value of $3.7 million. The technology-related intangible asset is subject to amortization with an estimated life of 14.3 years.~~

The estimated future amortization expense of purchased intangible assets for the remainder of fiscal ~~2022~~2023 and each of the five years succeeding December 31, ~~2021~~2023 are as follows: ~~2022~~2023 (remaining nine months) ~~$8.5 million; 2023~~ - ~~$5.7~~$9.7 million; 2024 - ~~$4.5~~$12.7 million; 2025 - ~~$4.4~~$12.6 million; 2026 - ~~$4.4~~$12.6 million; 2027 - $12.6 million; and ~~2027~~2028 - ~~$4.4~~$10.1 million.

11.

Credit Agreements

~~11.~~

~~Credit Agreements~~

The Company was obligated under the following debt instruments (in millions):

	March 31, 2022
	Principal		Debt Issuance Costs			Debt, Net		March 31, 2023
4.600% Senior notes due May 2028		300.0		(2.4	)		297.6
3.100% Senior notes due March 2030		300.0		(3.2	)		296.8
	$	600.0	$	(5.6	)	$	594.4	Principal		Debt Issuance Costs			Debt, Net
4.600% Senior notes due May 2028								$	300.0	$	(2.0	)	$	298.0
3.100% Senior notes due March 2030									300.0		(2.8	)		297.2
								$	600.0	$	(4.8	)	$	595.2

Other short-term debt													$	2.1

	December 31, 2021
	Principal		Debt Issuance Costs			Debt, Net		December 31, 2022
Senior Term Loan	$	225.0	$	(0.2	)	$	224.8
4.600% Senior notes due May 2028		300.0		(2.5	)		297.5
3.100% Senior notes due March 2030		300.0		(3.3	)		296.7
	$	825.0	$	(6.0	)	$	819.0	Principal		Debt Issuance Costs			Debt, Net
4.600% Senior notes due May 2028									300.0		(2.1	)		297.9
3.100% Senior notes due March 2030									300.0		(2.9	)		297.1
								$	600.0	$	(5.0	)	$	595.0

Other short-term debt													$	9.7

1316

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On March 23, 2022, the Company entered into a Third Amended and Restated Credit Agreement with various lenders (the “Credit Agreement”). The Credit Agreement provides for an unsecured revolving credit facility (the “Revolving Credit Facility”) that matures in March 2027 with an initial maximum aggregate amount of availability of ~~$1.1~~$1.1 billion. Debt issuance costs of $2.5 million were capitalized related to the Credit Agreement. In March 2022, the Company repaid a $225.0 million senior term loan that existed under the Second Amended and Restated Credit Agreement. As a result of the repayment, the Company expensed $0.1 million of previously capitalized debt issuance costs.

At March 31, ~~2022,~~2023, outstanding letters of credit of ~~$18.6~~$10.8 million reduced available capacity under the Revolving Credit Facility to ~~$1.08~~$1.09 billion.

Under the Credit Agreement, the Company is obligated to pay (i) an unused commitment fee ranging from ~~0.080%~~0.080% to ~~0.225%~~0.225% per annum of the average daily unused portion of the aggregate revolving credit commitments under the Credit Agreement and (ii) a fee ranging from ~~0.4375%~~0.4375% to ~~1.500%~~1.500% 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 for dollar-denominated loans at a variable rate equal to (i) Term SOFR (the forward-looking secured overnight financing rate) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied, or (ii) the base rate (which is the highest of (x) Bank of America, N.A.’s prime rate, (y) the federal funds rate plus ~~0.50%~~0.50% or (z) the sum of ~~1.00%~~1.00% plus one-month Term SOFR) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied. At March 31, ~~2022,~~2023, the interest spread on the Revolving Credit Facility was 112.5 basis points.

The Credit Agreement requires the Company to maintain a maximum leverage ratio (defined as, with certain adjustments, the ratio of the Company’s consolidated indebtedness to the Company’s consolidated net income for the previous four quarters before interest, taxes, depreciation, amortization, non-cash charges and certain other items (EBITDA)) as of the last day of any fiscal quarter of 3.75 to 1.00, subject to the Company’s right to temporarily increase the maximum leverage ratio to 4.25 to 1.00 in connection with certain material acquisitions. The Company was in compliance with the financial covenant contained in the Credit Agreement as of March 31, ~~2022.~~2023.

In conjunction with the Hinowa acquisition on January 31, 2023, the Company assumed €16.3 million ($17.7 million) of outstanding debt of the acquiree, of which €14.3 million ($15.5 million) was repaid by the Company in February 2023. As of March 31, 2023, €2.0 million ($2.1 million) of notes remained outstanding with a weighted average interest rate of 1.0%.

In March 2022, the Company entered into a 100.0 million Chinese renminbi uncommitted line of credit to provide short-term finance support to operations in China. There were no amounts outstanding on the uncommitted line of credit as of March 31, 2023. There was 12.6 million Chinese renminbi ($1.8 million) outstanding on the uncommitted line of credit as of December 31, 2022. The line of credit carries a variable interest rate that is set by the lender, which was 3.6% at March 31, 2023.

In September 2019, the Company entered into a 220.0 million Chinese renminbi uncommitted line of credit to provide short-term finance support to operations in China. There were no amounts outstanding on the uncommitted line of credit as of March 31, 2023. There was 54.0 million Chinese renminbi ($7.8 million) outstanding on the uncommitted line of credit as of December 31, 2022. The line of credit carries a variable interest rate that is set by the lender, which was 4.2% at March 31, 2023.

In May 2018, the Company issued ~~$300.0~~$300.0 million of ~~4.600%~~4.600% unsecured senior notes due May 15, 2028 (the “2028 Senior Notes”). In February 2020, the Company issued ~~$300.0~~$300.0 million of ~~3.100%~~3.100% unsecured senior notes due March 1, 2030 (the “2030 Senior Notes”). 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 220.0 million Chinese renminbi uncommitted line~~17

Table of credit to provide short-term finance support to operations in China. There were 0 outstanding borrowings on the uncommitted line of credit as of March 31, 2022 or December 31, 2021. The line of credit carries a variable interest rate that is set by the lender, which was approximately 4.2% at March 31, 2022.Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The fair value of the long-term debt is estimated based upon Level 2 inputs to reflect the market rate of the Company’s debt. At March 31, ~~2022,~~2023, the fair value of the 2028 Senior Notes and the 2030 Senior Notes was estimated to be ~~$308~~$295 million ($~~338~~285 million at December 31, ~~2021)~~2022) and ~~$278~~$264 million ($~~313~~254 million at December 31, ~~2021)~~2022), respectively. ~~The fair value of the Term Loan approximated its book value at December 31, 2021.~~ See Note 17 of the Notes to Condensed Consolidated Financial Statements for the definition of a Level 2 input.

~~Table of Contents~~12.

Warranties

~~12.~~

~~Warranties~~

The Company’s products generally carry explicit warranties that extend from six months to five years, based on terms that are generally accepted in the marketplace. Selected components (such as engines, transmissions, tires, etc.) included in the Company’s end products may include manufacturers’ warranties. These manufacturers’ warranties are generally passed on to the end customer of the Company’s products, and the customer would generally deal directly with the component manufacturer.

Provisions for estimated warranty and other related costs are recorded at the time of sale and are periodically adjusted to reflect actual experience. Certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation. At times, warranty issues arise that are beyond the scope of the Company’s historical experience. It is reasonably possible that additional warranty and other related claims could arise from disputes or other matters in excess of amounts accrued; however, the Company does not expect that any such amounts, while not determinable, would have a material effect on the Company’s consolidated financial condition, results of operations or cash flows.

Changes in the Company’s assurance-type warranty liability were as follows (in millions):


	Three Months Ended March 31,
	2023			2022
Balance at beginning of period	$	58.8		$	65.7
Warranty provisions		14.9			11.1
Settlements made		(12.4	)		(13.6	)
Changes in liability for pre-existing warranties, net		(0.7	)		(1.6	)
Disposition of business		(0.5	)		—
Acquisition of business		0.2			—
Balance at end of period	$	60.3		$	61.6

Three Months Ended
March 31,

2022

2021

Balance at beginning of period

$
65.7

$
64.6

Warranty provisions

11.1

10.3

Settlements made

(13.6
)

(17.0
)
Changes in liability for pre-existing warranties, net

(1.6
)

5.9

Foreign currency translation

—

(0.1
)
Acquisition

—

0.3

Balance at end of period

$
61.6

$
64.0

13.

Guarantee Arrangements

~~13.~~

~~Guarantee Arrangements~~

Customers of the Company, from time to time, may fund purchases of the Company’s equipment through third-party finance companies. In certain instances, the Company may be requested to provide support for these arrangements through credit or residual value guarantees, by which the Company agrees to make payments to the finance companies in certain circumstances as further described below.

Credit Guarantees: The Company is party to multiple agreements whereby at March 31, ~~2022~~2023 the Company guaranteed an aggregate of ~~$758.1~~$718.0 million in indebtedness of customers. ~~The~~At March 31, 2023, the Company estimated that its maximum loss exposure under these contracts ~~at March 31, 2022~~ was ~~$132.6~~$119.3 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

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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.

~~Table of Contents~~

Residual Value Guarantees: The Company is party to multiple agreements whereby at March 31, ~~2022~~2023 the Company guaranteed to support an aggregate of ~~$96.1~~$120.0 million of customer equipment value. ~~The~~At March 31, 2023, the Company estimated that its maximum loss exposure under these contracts ~~at March 31, 2022~~ was ~~$10.9~~$12.8 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.

Changes in the ~~non-contingent portion of the~~ Company’s ~~guarantee liabilities~~stand ready obligations (non-contingent) to perform under guarantees were as follows (in millions):


	Three Months Ended March 31,						Three Months Ended March 31,
	2022			2021			2023			2022
Balance at beginning of period	$	12.1		$	14.7		$	12.2		$	12.1
Provision for new credit guarantees		1.0			0.4			0.8			1.0
Changes for pre-existing guarantees, net		(2.5	)		(0.4	)		—			(2.5	)
Amortization of previous guarantees		(0.5	)		(0.9	)		(0.8	)		(0.5	)
Balance at end of period	$	10.1		$	13.8		$	12.2		$	10.1

~~Upon the adoption of Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 326,~~ ~~Financial Instruments – Credit Losses~~, ~~the~~The contingent portion of the guarantee liabilities that relates to current expected credit losses is recognized separately and is recorded within “Other current liabilities” and “Other long-term liabilities” in the Company’s Condensed Consolidated Balance Sheets.

Changes in the ~~contingent portion of the~~ Company’s ~~guarantee liabilities~~off-balance sheet credit loss exposure (contingent) related to its guarantees were as follows (in millions):


	Three Months Ended March 31,
	2023			2022
Balance at beginning of period	$	6.3		$	4.0
Provision for new credit guarantees		0.5			0.6
Changes in allowance for pre-existing guarantees, net		(0.7	)		5.0
Foreign currency translation		0.1			0.1
Balance at end of period	$	6.2		$	9.7

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Three Months Ended
March 31,

2022

2021

Balance at beginning of period

$
4.0

$
6.9

Provision for new credit guarantees

0.6

0.3

Changes in allowance for pre-existing guarantees, net

5.0

(0.3
)
Foreign currency translation

0.1

—

Balance at end of period

$
9.7

$
6.9

14.

Contingencies, Significant Estimates and Concentrations

~~14.~~

~~Contingencies, Significant Estimates and Concentrations~~

Personal Injury Actions and Other - Product and general liability claims are made against the Company from time to time in the ordinary course of business. The Company is generally self-insured for future claims up to ~~$5.0~~$5.0 million per claim. Accordingly, a reserve is maintained for the estimated costs of such claims. At March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the estimated net liabilities for product and general liability claims totaled ~~$44.5~~$41.9 million and ~~$45.1~~$41.2 million, respectively. There is inherent uncertainty as to the eventual resolution of unsettled claims. Management, however, believes that any losses in excess of established reserves will not have a material effect on the Company’s financial condition, results of operations or cash flows.

~~Table of Contents~~

Market Risks - The Company was contingently liable under bid, performance and specialty bonds totaling ~~$1.46~~$2.06 billion and ~~$1.24~~$2.04 billion at March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. Open standby letters of credit issued by the Company’s banks in favor of third parties totaled ~~$21.8~~$13.5 million and ~~$22.1~~$18.8 million at March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

Other Matters - The Company is subject to environmental matters and legal proceedings and claims, including patent, antitrust, product liability, warranty and state dealership regulation compliance proceedings, that arise in the ordinary course of business. Although the final results of all such matters and claims cannot be predicted with certainty, management believes that the ultimate resolution of all such matters and claims will not have a material effect on the Company’s financial condition, results of operations or cash flows. Actual results could vary, among other things, due to the uncertainties involved in litigation.

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.

15.

Shareholders’ Equity

~~15.~~

~~Shareholders~~’ ~~Equity~~

In May 2019, the Company’s Board of Directors approved a Common Stock repurchase authorization for which there was remaining authority to repurchase 4,109,419 shares of ~~10,000,000 shares.~~Common Stock as of May 3, 2022. On May 3, 2022, the Board of Directors increased the Common Stock repurchase authorization by 7,890,581 shares to 12,000,000 shares as of that date. The Company repurchased ~~751,309~~173,169 shares of Common Stock under this authorization during the three months ended March 31, 2023 at a cost of $15.2 million. The Company repurchased 751,309 shares of Common Stock under the then-existing authorization during the three months ended March 31, 2022 at a cost of ~~$85.0~~$85.0 million. As of March 31, ~~2022,~~2023, the Company ~~has~~had remaining authority to repurchase ~~4,417,254~~11,377,508 shares of Common Stock.

16.

Accumulated Other Comprehensive Income (Loss)

~~16.~~

~~Accumulated Other Comprehensive Income (Loss)~~

Changes in accumulated other comprehensive income (loss) by component were as follows (in millions):


	Three Months Ended March 31, 2022												Three Months Ended March 31, 2023
	Employee Pension and Postretirement Benefits, Net of Tax			Cumulative Translation Adjustments			Derivative Instruments, Net of Tax			Accumulated Other Comprehensive Income (Loss)			Employee Pension and Postretirement Benefits, Net of Tax			Cumulative Translation Adjustments			Derivative Instruments, Net of Tax			Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period	$	(25.6	)	$	(105.2	)	$	2.2		$	(128.6	)	$	31.1		$	(131.6	)	$	8.2		$	(92.3	)
Other comprehensive income (loss) before reclassifications		—			(6.5	)		0.9			(5.6	)		—			10.4			0.2			10.6
Amounts reclassified from accumulated other comprehensive income (loss)		0.4			—			(0.1	)		0.3			(0.4	)		1.0			(2.2	)		(1.6	)
Net current period other comprehensive income (loss)		0.4			(6.5	)		0.8			(5.3	)		(0.4	)		11.4			(2.0	)		9.0
Balance at end of period	$	(25.2	)	$	(111.7	)	$	3.0		$	(133.9	)	$	30.7		$	(120.2	)	$	6.2		$	(83.3	)

Three Months Ended March 31, 2021

Employee Pension
and
Postretirement
Benefits, Net of Tax

Cumulative
Translation
Adjustments

Derivative
Instruments,
Net of Tax

Accumulated Other
Comprehensive
Income (Loss)

Balance at beginning of period

$
(94.7
)

$
(70.3
)

$
(0.5
)

$
(165.5
)
Other comprehensive income (loss) before reclassifications

—

(20.0
)

0.4

(19.6
)
Amounts reclassified from accumulated other comprehensive income (loss)

1.2

—

—

1.2

Net current period other comprehensive income (loss)

1.2

(20.0
)

0.4

(18.4
)
Balance at end of period

$
(93.5
)

$
(90.3
)

$
(0.1
)

$
(183.9
)

1720

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Three Months Ended March 31, 2022
	Employee Pension and Postretirement Benefits, Net of Tax			Cumulative Translation Adjustments			Derivative Instruments, Net of Tax			Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period	$	(25.6	)	$	(105.2	)	$	2.2		$	(128.6	)
Other comprehensive income (loss) before reclassifications		—			(6.5	)		0.9			(5.6	)
Amounts reclassified from accumulated other comprehensive income (loss)		0.4			—			(0.1	)		0.3
Net current period other comprehensive income (loss)		0.4			(6.5	)		0.8			(5.3	)
Balance at end of period	$	(25.2	)	$	(111.7	)	$	3.0		$	(133.9	)

Reclassifications out of accumulated other comprehensive income (loss) included in the computation of net periodic pension and postretirement benefit cost (See Note 4 of the Notes to Condensed Consolidated Financial Statements for additional details regarding employee benefit plans) were as follows (in millions):


	Classification of Income (Expense)	Three Months Ended March 31,
		2023			2022
Amortization of employee pension and postretirement benefits items
Prior service costs	Miscellaneous, net	$	0.1		$	0.2
Actuarial losses	Miscellaneous, net		(0.6	)		0.3
Total before tax			(0.5	)		0.5
Tax expense (benefit)			0.1			(0.1	)
Net of tax		$	(0.4	)	$	0.4

Classification of
Income (Expense)

Three Months Ended
March 31,

2022

2021

Amortization of employee pension and postretirement benefits items

Prior service costs

Miscellaneous, net

$
0.2

$
0.2

Actuarial losses

Miscellaneous, net

0.3

1.2

Total before tax

0.5

1.4

Tax benefit

(0.1
)

(0.2
)
Net of tax

$
0.4

$
1.2

17.

Fair Value Measurement

~~17.~~

~~Fair Value Measurement~~

FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date. FASB ASC Topic 820 requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment.

The three levels are defined as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than quoted prices in active markets for identical assets or liabilities, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

~~Unadjusted quoted prices in active markets for identical assets or liabilities.~~

~~Level 2:~~

Observable inputs other than quoted prices in active markets for identical assets or liabilities, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

~~Level 3:~~

~~Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.~~

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The fair value of the Company’s financial assets and liabilities were as follows (in millions):


	Level 1		Level 2		Level 3		Total
March 31, 2023
Assets:
SERP plan assets (a)	$	13.9	$	—	$	—	$	13.9
Investment in equity securities (b)		3.1		—		—		3.1
Foreign currency exchange derivatives (c)		—		9.6		—		9.6
Liabilities:
Foreign currency exchange derivatives (c)	$	—	$	0.9	$	—	$	0.9


December 31, 2022
Assets:
SERP plan assets (a)	$	13.8	$	—	$	—	$	13.8
Investment in equity securities (b)		3.8		—		—		3.8
Foreign currency exchange derivatives (c)		—		12.7		—		12.7
Liabilities:
Foreign currency exchange derivatives (c)	$	—	$	1.6	$	—	$	1.6

Level 1

Level 2

Level 3

Total

March 31, 2022

Assets:

SERP plan assets^(a)

$
15.8

$
—

$
—

$
15.8

Investment in equity securities^(b)

16.8

—

—

16.8

Foreign currency exchange derivatives^(c)

—

5.5

—

5.5

Liabilities:

Foreign currency exchange derivatives^(c)

$
—

$
0.8

$
—

$
0.8

(a)

Represents investments held in a rabbi trust for the Company’s non-qualified supplemental executive retirement plan (SERP). The fair values of these investments are determined using a market approach. Investments include mutual funds for which quoted prices in active markets are available. The Company records changes in the fair value of investments in “Miscellaneous, net” in the Condensed Consolidated Statements of Income.

(b)

Represents investments in equity securities for which quoted prices in active markets are available. The Company records changes in the fair value of investments in “Miscellaneous, net” in the Condensed Consolidated Statements of Income.

(c)

Based on observable market transactions of forward currency prices.

18.

Business Segment Information

December 31, 2021

Assets:

SERP plan assets^(a)

$
21.3

$
—

$
—

$
21.3

Investment in equity securities^(b)

14.2

—

—

14.2

Foreign currency exchange derivatives^(c)

—

3.7

—

3.7

Liabilities:

Foreign currency exchange derivatives^(c)

$
—

$
0.9

$
—

$
0.9

⁽^a⁾

~~Represents investments held in a rabbi trust for~~Effective January 31, 2023, the Company formed the Vocational segment by combining the historical Fire & Emergency and Commercial segment businesses. All information has been restated to conform to the new reporting segments. As a result, the Company’s non-qualified supplemental executive retirement plan (SERP). The fair values of these investments are determined using a market approach. Investments include mutual funds for which quoted prices in active markets are available. The Company records changes in the fair value of investments in “Miscellaneous, net” in the Condensed Consolidated Statements of Income.

^(b)	Represents investments in equity securities for which quoted prices in active markets are available. The Company records changes in the fair value of investments in “Miscellaneous, net” in the Condensed Consolidated Statements of Income.

⁽^c⁾	~~Based on observable market transactions of forward currency prices.~~

~~18.~~

~~Business Segment Information~~

~~The~~ Company is organized into 4three reportable segments based on the internal organization used by the Chief Executive Officer for making operating decisions and measuring performance and based on the similarity of customers served, common management, common use of facilities and economic results attained. The Company’s reportable segments are as follows:

Access: This segment consists of JLG, JerrDan and Hinowa. JLG designs and manufactures aerial work platforms and telehandlers that are sold worldwide for use in a wide variety of construction, industrial, institutional and general maintenance applications to position workers and materials at elevated heights. JerrDan designs, manufactures and markets towing and recovery equipment in the U.S. and abroad. Hinowa specializes in manufacturing equipment for working at heights and moving earth, such as aerial platforms, mini dumpers and tracked lift trucks, as well as undercarriages. Access customers include equipment rental companies, construction contractors, manufacturing companies and home improvement centers.

Defense: This segment consists of Oshkosh Defense, Pratt Miller and snow removal vehicles for military and civilian airports. These business units design and manufacture tactical wheeled vehicles and supply parts and services for the U.S. military and for other militaries around the world, delivery vehicles for the USPS, as well as offer engineering and product development services primarily to customers in the motorsports and multiple ground vehicle markets.

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Vocational: This segment includes Pierce, Airport Products, Maxi-Metal, Kewaunee, McNeilus, IMT and Oshkosh Commercial. The Pierce, Airport Products, Maxi-Metal, and Kewaunee business units design, manufacture and market commercial and custom fire apparatus, simulators and emergency vehicles primarily for fire departments, airports and other governmental units, and broadcast vehicles for broadcasters and TV stations in the U.S. and abroad. McNeilus designs, manufactures, markets and distributes refuse collection vehicles and components. IMT is a designer and manufacturer of field service vehicles and truck-mounted cranes for niche markets. Oshkosh Commercial designs, manufactures, markets and distributes front discharge concrete mixer vehicles and components. Sales are made primarily to commercial and municipal customers in the Americas.

In accordance with FASB ASC Topic 280, Segment Reporting, for purposes of business segment performance measurement, the Company does not allocate to individual business segments costs or items that are of a non-operating nature or organizational or functional expenses of a corporate nature. The caption “Corporate” includes corporate office expenses, new product development costs, stock-based compensation, costs of certain business initiatives and shared services or operations benefiting multiple segments, and results of insignificant operations. Identifiable assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, certain property, plant and equipment, and certain other assets pertaining to corporate activities. Intersegment sales generally include amounts invoiced by a segment for work performed for another segment. Amounts are based on actual work performed and agreed-upon pricing, which is intended to be reflective of the contribution made by the supplying business segment.

~~Table of Contents~~

Selected financial information concerning the Company’s reportable segments and product lines is as follows (in millions):

Three Months Ended March 31,

2022

2021

External
Customers

Inter-
segment

Net
Sales

External
Customers

Inter-
segment

Net
Sales

Net sales:

  Access Equipment

Aerial work platforms

$
439.7

$
—

$
439.7

$
358.2

$
—

$
358.2

Telehandlers

229.7

—

229.7

175.2

—

175.2

Other

213.6

0.1

213.7

203.2

1.6

204.8

Total Access Equipment

883.0

0.1

883.1

736.6

1.6

738.2

  Defense

535.2

0.4

535.6

614.3

0.4

614.7

  Fire & Emergency

286.5

1.4

287.9

308.7

3.8

312.5

  Commercial

Refuse collection

129.3

—

129.3

104.4

—

104.4

Concrete placement

85.1

—

85.1

97.3

—

97.3

Other

26.6

0.4

27.0

27.1

1.2

28.3

Total Commercial

241.0

0.4

241.4

228.8

1.2

230.0

  Corporate and intersegment eliminations

—

(2.3
)

(2.3
)

0.6

(7.0
)

(6.4
)
Consolidated

$
1,945.7

$
—

$
1,945.7

$
1,889.0

$
—

$
1,889.0

Three Months Ended
March 31,

2022

2021

Operating income (loss):

Access Equipment ^(a)

$
7.5

$
80.5

Defense

19.4

35.5

Fire & Emergency

22.4

47.4

Commercial

14.3

18.8

Corporate

(34.3
)

(41.4
)
Consolidated

29.3

140.8

Interest expense, net of interest income

(11.6
)

(11.2
)
Miscellaneous other income (expense)

1.1

3.1

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

$
18.8

$
132.7

^(a)	~~Results for the three months ended March 31, 2021 include a $1.6 million benefit for restructuring and a $3.8 million charge for other costs related to restructuring plans.~~


	Three Months Ended March 31,
	2023								2022
	External Customers		Inter- segment			Net Sales			External Customers		Inter- segment			Net Sales
Net sales:
Access
Aerial work platforms	$	602.0	$	—		$	602.0		$	439.7	$	—		$	439.7
Telehandlers		341.4		—			341.4			229.7		—			229.7
Other		249.8		—			249.8			213.6		0.1			213.7
Total Access		1,193.2		—			1,193.2			883.0		0.1			883.1

Defense		512.8		0.3			513.1			535.2		0.4			535.6

Vocational
Fire apparatus		288.4		—			288.4			279.9		—			279.9
Refuse collection		141.9		—			141.9			129.3		—			129.3
Other		131.7		0.7			132.4			118.3		1.8			120.1
Total Vocational		562.0		0.7			562.7			527.5		1.8			529.3
Corporate and intersegment eliminations		0.1		(1.0	)		(0.9	)		—		(2.3	)		(2.3	)
Consolidated	$	2,268.1	$	—		$	2,268.1		$	1,945.7	$	—		$	1,945.7

2023

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Three Months Ended March 31,
	2023			2022
Operating income (loss):
Access	$	135.0		$	5.7
Defense		1.7			19.4
Vocational		28.1			41.0
Corporate		(34.0	)		(34.3	)
Consolidated		130.8			31.8
Interest expense, net of interest income		(7.2	)		(11.6	)
Miscellaneous other income		5.8			1.1
Income before income taxes and losses of unconsolidated affiliates	$	129.4		$	21.3

March 31,
2022

December 31,
2021

Identifiable assets:

Access Equipment:

U.S.

$
2,453.9

$
2,311.8

Europe, Africa and Middle East

456.5

460.3

Rest of the World

408.4

383.0

Total Access Equipment

3,318.8

3,155.1

Defense:

U.S.

1,357.9

1,225.0

Rest of the World

6.6

7.2

Total Defense

1,364.5

1,232.2

Fire & Emergency - U.S.

521.6

511.2

Commercial:

U.S.

390.0

379.6

Rest of the World

51.0

45.1

Total Commercial

441.0

424.7

Corporate - U.S. ^(a)

1,328.6

1,398.6

Consolidated

$
6,974.5

$
6,721.8

⁽^a⁾

March 31,
2023

December 31,
2022

Identifiable assets:

Access:

��

U.S.

$
2,712.8

$
2,493.0

Europe, Africa and Middle East

691.6

562.2

Rest of the World

430.8

428.4

Total Access

3,835.2

3,483.6

Defense:

U.S.

2,077.0

2,060.0

Rest of the World

6.8

6.9

Total Defense

2,083.8

2,066.9

Vocational:

U.S.

1,102.0

1,063.4

Rest of the World

36.5

64.6

Total Vocational

1,138.5

1,128.0

Corporate - U.S. (a)

858.9

1,050.5

Consolidated

$
7,916.4

$
7,729.0

(a)

Primarily includes cash and short-term investments and the Company’s global headquarters.

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


	Three Months Ended March 31, 2022													Three Months Ended March 31, 2023
	Access Equipment		Defense		Fire & Emergency		Commercial		Eliminations			Total		Access		Defense		Vocational		Eliminations			Total
Net sales:
North America	$	732.9	$	524.3	$	275.4	$	239.3	$	(2.3	)	$	1,769.6	$	948.6	$	427.6	$	553.4	$	(0.9	)	$	1,928.7
Europe, Africa and Middle East		81.0		11.0		—		0.9		—			92.9		136.7		85.3		1.7		—			223.7
Rest of the World		69.2		0.3		12.5		1.2		—			83.2		107.9		0.2		7.6		—			115.7
Consolidated	$	883.1	$	535.6	$	287.9	$	241.4	$	(2.3	)	$	1,945.7	$	1,193.2	$	513.1	$	562.7	$	(0.9	)	$	2,268.1


	Three Months Ended March 31, 2022
	Access		Defense		Vocational		Eliminations			Total
Net sales:
North America	$	732.9	$	524.3	$	514.7	$	(2.3	)	$	1,769.6
Europe, Africa and Middle East		81.0		11.0		0.9		—			92.9
Rest of the World		69.2		0.3		13.7		—			83.2
Consolidated	$	883.1	$	535.6	$	529.3	$	(2.3	)	$	1,945.7

Three Months Ended March 31, 2021

Access
Equipment

Defense

Fire &
Emergency

Commercial

Eliminations

Total

Net sales:

North America

$
555.4

$
551.2

$
296.8

$
228.0

$
(6.4
)

$
1,625.0

Europe, Africa and Middle East

82.8

63.0

13.3

0.5

—

159.6

Rest of the World

100.0

0.5

2.4

1.5

—

104.4

Consolidated

$
738.2

$
614.7

$
312.5

$
230.0

$
(6.4
)

$
1,889.0

2124

Table of Contents

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

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

Cautionary Statement About Forward-Looking Statements

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 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 “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 extent of supply chain and logistics disruptions; the Company’s ability to increase prices or impose surcharges to raise margins or to offset higher input costs, including increased raw material, labor, freight and ~~freight~~overhead costs; the Company’s ability to accurately predict future input costs associated with Defense contracts; the Company’s ability to attract and retain production labor in a timely manner; the cyclical nature of the Company’s access equipment, ~~commercial~~fire apparatus and ~~fire & emergency~~refuse collection 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 historical customer 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 Company’s ability to predict the level and timing of orders for indefinite delivery/indefinite quantity contracts with the U.S. federal government; the impact of any U.S. Department of Defense (DoD) solicitation for competition for future contracts to produce military vehicles; the impacts of ~~budget constraints facing~~orders from the U.S. Postal Service (USPS) ~~and continuously changing demands for postal services;~~; the impact of severe weather, war, natural disasters or pandemics that may affect the Company, its suppliers or its customers; 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 impacting the Company; 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 April 27, ~~2022~~2023 and Item 1A. of Part II of this Quarterly Report on Form 10-Q.

All forward-looking statements, including those under the caption “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 earnings per share assuming dilution.

2225

Table of Contents

General

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.

Defense — tactical vehicles, trailers, weapons system integration and ~~supply~~ parts ~~and services~~ sold to the U.S. military and to other militaries around the world, ~~last mile~~ delivery vehicles for the USPS, and snow removal vehicles for military and civilian airports.

~~Fire & Emergency~~Vocational — custom and commercial firefighting vehicles and equipment, aircraft rescue and firefighting (ARFF) vehicles, simulators, mobile command and control vehicles and other emergency vehicles primarily sold to fire departments, airports and other governmental ~~units, as well as broadcast vehicles sold to broadcasters and TV stations.~~

~~Commercial~~ ~~— refuse~~units. Refuse collection vehicles sold to commercial and municipal waste haulers, front-discharge concrete mixers sold to ready-mix companies and field service vehicles and truck-mounted cranes sold to mining, construction and other companies.

Overview

The Company reported ~~a net loss of $0.03~~earnings per share of $1.34 in the first quarter of fiscal 2023, which significantly exceed earnings per share of $0.00 in the first quarter of fiscal 2022. The strong results in the first quarter of fiscal 2023 were led by double-digit revenue gains in the Access segment. The higher sales volume, along with improved price/cost dynamics led to higher consolidated operating income and operating income margin. Results for the first quarter of fiscal 2023 included an after-tax loss on the sale of the Company’s rear discharge mixer business of $11.0 million, or $0.17 per share, a charge for the impairment of an equity method investment associated with the rear discharge mixer business of $5.9 million, or $0.09 per share, after-tax restructuring charges of $2.8 million, or $0.04 per share, and an after-tax gain on a settlement of a claim with the Company’s pension advisor of $3.6 million, or $0.05 per share. Results for the first quarter of fiscal 2022 down from net income of $1.44 per share for the three months ended March 31, 2021. The decrease in earnings per share in the first quarter of fiscal 2022 was primarily due to unfavorable price/cost dynamics, higher manufacturing costs, due in part to component shortages and labor challenges, andincluded a charge of $18.1 million, or $0.27 per share, associated with taxes on previous income as the Company revised its interpretation of certain foreign anti-hybrid tax legislation based upon comments from the corresponding taxing authorities of the applicable ~~jurisdiction during~~jurisdiction. ~~the quarterThe Company believes that price/cost headwinds peaked in the first quarter in fiscal 2022 at approximately $125 million.~~

Prior to Russia’s invasion of Ukraine, steel, aluminum and freight costs had moderated and the Company expected that this moderation would continue. Since the invasion, pronounced increases in these costs have occurred. With commodity and freight costs trending up again, all of the Company’s non-defense segments have remained agile and have taken additional pricing actions. Pricing actions in the Access Equipment and Commercial segments in the first quarter of fiscal 2022 impacted orders in backlog, which the Company expects to mitigate some of the additional cost headwinds the Company is facing.

While new cost pressures have emerged that the Company expects will impact fiscal 2022, the Company expects improvement in price/cost dynamics in the second quarter of fiscal 2022 and further improvement in the second half of fiscal 2022, when it expects to be largely price/cost neutral compared to the beginning of fiscal 2021. In total, the Company expects price/cost headwinds of approximately $180 million to $200 million for fiscal 2022, up from its previous expectation of $140 million to $150 million, with the first and second quarters of fiscal 2022 experiencing the majority of the revised impact.

Consolidated net sales in the first quarter of fiscal ~~2022~~2023 increased ~~3.0 percent~~$322.4 million, or 16.6%, to $2.27 billion compared to the ~~three months ended March 31, 2021~~first quarter of fiscal 2022 due to ~~$1.95 billion largely as a result~~improved supply chain dynamics and the realization of ~~improved pricing~~price increases implemented to offset the rise in costs over the last several years. While still off historical norms, supply chain conditions continue to improve, allowing the Company to increase its output to meet demand. During the first quarter of fiscal 2023, the Company also completed its acquisition of Hinowa, an Italian manufacture of compact crawler booms and ~~increased product content. Sales volume was relatively flat compared to~~tracked equipment for $186.9 million. The acquisition, which is part of the ~~three months ended March 31, 2021 as the impact~~Access segment, contributed sales of ~~increased shipments of access equipment in North America was offset by lower sales volumes in the Defense, Fire & Emergency and Commercial segments.~~

~~Consolidated operating income~~$14.6 million in the first quarter of fiscal ~~2022 decreased 79.2 percent~~2023.

Access segment orders exceeded $1.2 billion for the first quarter of fiscal 2023, reflecting ongoing strong demand for access equipment. Strong access equipment demand coupled with a $591 million order for Next Generation Delivery Vehicles (NGDV) from the USPS led to ~~$29.3~~record backlog of $14.8 billion at March 31, 2023, of which approximately 42% is expected to be delivered in fiscal 2023. Although improved, supply chain challenges are expected to remain a significant constraint to production in fiscal 2023.

Consolidated operating income increased 311.3% to $130.8 million, or ~~1.5 percent~~5.8% of sales, in the first quarter of fiscal 2023 compared to ~~$140.8~~$31.8 million, or ~~7.5 percent~~1.6% of sales, ~~for~~in the ~~three months ended March 31, 2021. The decrease was primarily due to unfavorable~~first quarter of fiscal 2022. Improved price/cost dynamics and ~~higher manufacturing costs, due~~increased volume were the primary contributors to the improvement in ~~part~~consolidated operating income. First quarter fiscal 2023 results also included a pre-tax loss of $13.3 million on the sale of the Company’s rear discharge mixer business. The Company will continue to ~~component shortages~~be a distributor of parts for the buyer for a transition period of between nine and ~~labor challenges, offset~~twelve months. The rear discharge mixer business, which was included in ~~part by improved mix.~~the Vocational segment, had sales of $25.9 million and $33.7 million in the first quarter of fiscal 2023 and 2022, respectively.

23As a result of the positive start to fiscal 2023, the Company increased its fiscal 2023 earnings per share estimate from a range of $5.50 to a range of $5.75 on estimated operating income of $553 million and estimated consolidated sales of $8.65

Table of Contents

During the first quarter of fiscal 2022, the Company amended and extended its credit agreement to March 2027. In conjunction with the extension, the Company repaid its outstanding term loan with a balance of $225 million at December 31, 2021 and increased its revolving credit facility from $850 million to $1.1 billion.

~~Recent COVID related lockdowns in China have also introduced additional volatility to global supply chains.~~ The ~~Company’s previous outlook for fiscal 2022 assumed moderate supply chain improvements throughout the year. The pace of supply chain improvement remains uncertain.~~ ~~As a result of additional material and freight cost pressures, supply chain disruptions and labor challenges, the Company~~ revised ~~its fiscal 2022~~ earnings per share estimate ~~range from $5.75 to $6.75 to~~includes a ~~range of $4.75 to $5.75 on estimated operating income of $475 million to $560 million and consolidated sales of between $8.1 billion and $8.6 billion. The revised estimate includes an approximate~~combined $0.25 per share charge related to ~~taxes~~the loss on ~~foreign anti-hybrid tax legislation recorded in~~ the ~~first quarter~~sale of the rear discharge mixer business, the impairment of an equity method investment, restructuring charges and the gain realized on the settlement of a claim. Excluding these net charges, the Company increased its fiscal ~~2022. Excluding this item, the Company’s~~2023 adjusted earnings per share estimate to be in the range ~~for fiscal 2022 is $5.00 to~~of $6.00.

The Company ~~now~~ expects Access ~~Equipment~~ segment sales and operating margin in fiscal ~~2022 sales will~~2023 to be ~~$3.8~~in the range of $4.4 billion ~~to $4.2 billion~~and 11.5% compared to the Company’s previous ~~estimate range~~expectation of ~~$3.7~~$4.2 billion and 11.0%, respectively, largely as a result of stronger first quarter volume.

In February 2022, the U.S. Army released a request for proposal for the re-compete of the production contract for the Joint Light Tactical Vehicle (JLTV). The DoD conducted a competition for the follow-on production of the JLTV in which Oshkosh Defense participated. In February 2023, the DoD awarded the JLTV follow on contract to ~~$4.1~~another company. On March 2023, the Company filed a protest regarding the award with the U.S. Government Accountability Office, although there is no assurance that the protest will be successful. The JLTV contract is expected to account for approximately $1 billion ~~largely due to~~in sales for the ~~additional pricing actions~~Company in fiscal 2023. The Company can take orders under the ~~first~~current contract through the fourth quarter of fiscal ~~2022.~~2023, with deliveries through fiscal 2024. The Company expects Defense segment sales in fiscal 2023 to be in the range of $2.1 billion, up modestly from the Company’s previous expectations. The Company now expects ~~Access Equipment~~Defense segment ~~fiscal 2022~~ operating ~~income~~ margin to be ~~8.0% to 8.75% compared to~~approximately 3.25%, modestly lower than the Company’s previous ~~operating income margin estimate range~~expectation of ~~9.0% to 10.0%. Increased freight and component costs are contributing~~approximately 4.0% due to the ~~lower operating income expectations.~~impacts of higher steel and other component inflation as well as costs associated with the JLTV follow-on protest.

The Company continues to expect ~~Defense~~Vocational segment fiscal ~~2022~~2023 sales to be approximately $2.2 billion. The Company ~~has revised the Defense~~expected Vocational segment fiscal ~~2022~~2023 operating income margin in the range of 7.3%, down from the previous expectation ~~from approximately 7.0% to approximately 6.25%~~of 7.5% as the ~~more persistent inflationary environment caused unfavorable cumulative catch-up adjustments in~~loss on the ~~first quarter~~sale of ~~fiscal 2022.~~the rear discharge mixer business is expected to only be partially offset by improved price/cost dynamics.

The Company continues to expect Fire & Emergency segment fiscal 2022 sales to be approximately $1.2 billion. The Company is reducing the Fire & Emergency segment fiscal 2022 operating income margin estimate from approximately 13.0% to a range of 11.0% to 11.75%. The decline in expectations reflects increased supply chain disruptions, labor inefficiencies and additional cost pressures.

The Company continues to expect Commercial segment fiscal 2022 sales to be $1.0 billion to $1.1 billion. The Company is reducing the Commercial segment fiscal 2022 operating income margin estimate from approximately 7.0% to approximately 6.5%.

~~The Company continues to expect~~Company’s estimates for corporate expenses ~~in fiscal 2022 will be approximately $160 million. As a result of the~~ ~~tax charge associated with anti-hybrid tax legislation in the first quarter of fiscal 2022, the Company increased its estimated effective tax rate~~ for fiscal ~~2022 from approximately 22.5%~~2023 increased modestly to ~~approximately 26.0%.~~$180 million on expected higher incentive compensation costs.

The Company expects consolidated sales for the second quarter of fiscal 2022 to be approximately flat with the three months ended June 30, 2021, with Access Equipment segment sales up approximately 15% and Defense segment sales down by approximately 20%. The Company expects additional price realization in its non-Defense segments during the second quarter of fiscal 2022 as more sales will reflect price increases and surcharges implemented over the past twelve months. The Company expects a low to mid-single digit consolidated operating income marginearnings per share in the second quarter of fiscal ~~2022.~~

~~Table~~2023 to be approximately $1.60 per share reflecting similar supply chain dynamics to those it experienced during the first quarter of ~~Contents~~fiscal 2023. Typical seasonality trends are not expected to apply in this period of very strong demand and supply chain constraints.

RESULTS OF OPERATIONS ~~– FIRST QUARTER OF FISCAL 2022 COMPARED WITH THE THREE MONTHS ENDED MARCH 31, 2021~~

CONSOLIDATED RESULTS

The following table presents consolidated results (in millions):


	Three Months Ended March 31,												First Quarter Fiscal
	2022			2021			Change			% Change			2023			2022			Change		% Change
Net sales	$	1,945.7		$	1,889.0		$	56.7			3.0	%	$	2,268.1		$	1,945.7		$	322.4		16.6	%
Cost of sales		1,744.4			1,573.9			170.5			10.8	%		1,934.3			1,741.9			192.4		11.0	%
Gross income		201.3			315.1			(113.8	)		-36.1	%		333.8			203.8			130.0		63.8	%
% of sales		10.3	%		16.7	%		-630	bps					14.7	%		10.5	%		420 bps
SG&A expenses		169.2			172.0			(2.8	)		-1.6	%		199.1			169.2			29.9		17.7	%
Amortization		2.8			2.3			0.5			21.7	%		3.9			2.8			1.1		39.3	%
Operating income		29.3			140.8			(111.5	)		-79.2	%		130.8			31.8			99.0		311.3	%
% of sales		1.5	%		7.5	%		-590	bps					5.8	%		1.6	%

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


	Three Months Ended March 31,										First Quarter Fiscal
	2022		2021		Change			% Change			2023		2022		Change		% Change
North America	$	1,769.6	$	1,625.0	$	144.6			8.9	%	$	1,928.7	$	1,769.6	$	159.1		9.0	%
Europe, Africa and Middle East		92.9		159.6		(66.7	)		-41.8	%		223.7		92.9		130.8		140.8	%
Rest of the World		83.2		104.4		(21.2	)		-20.3	%		115.7		83.2		32.5		39.1	%
	$	1,945.7	$	1,889.0	$	56.7			3.0	%	$	2,268.1	$	1,945.7	$	322.4		16.6	%

First Quarter Fiscal 2023 Compared to 2022

Consolidated net sales increased ~~largely~~ as a result of ~~improved pricing~~higher Access segment sales volume ($48193 million) and ~~a sales mix which included more third-party chassis~~higher pricing in response to higher input costs ($13147 million). ~~Sales volume was relatively flat as the impact of increased shipments of access equipment in North America was offset by lower sales volumes in the Defense, Fire & Emergency and Commercial segments.~~

The ~~decrease~~improvement in consolidated gross margin was due to improved pricing (520 basis points) offset by higher material & logistics costs ~~(780~~(110 basis points) ~~and higher manufacturing costs~~ ~~(100 basis points)~~.~~, offset in part by improved pricing (190 basis points) and improved mix (60 basis points).~~

The ~~decrease~~increase in consolidated selling, general and administrative expenses was ~~generally~~ due to ~~lower~~a loss on the sale of the rear discharge mixer business ($13 million), higher incentive compensation costs ($1210 million)~~, offset in part by~~ and higher ~~reserves for bad debts~~restructuring costs ($3 million), ~~increased travel costs~~ ~~($2 million), higher salary costs ($2 million) and~~ ~~higher product liability costs ($2 million)~~.

The ~~decrease~~increase in consolidated operating income was primarily due to ~~unfavorable~~improved pricing ($147 million) and the impact of higher gross margin associated with higher sales volume ($39 million), offset in part by higher material & logistics costs ($~~151~~26 million), higher incentive compensation costs ($16 million), higher production costs ($17 million), the loss on the sale of the rear discharge mixer business ($13 million), unfavorable cumulative catch-up adjustments on contracts in the Defense segment ($5 million) and higher ~~manufacturing~~restructuring costs ($~~20 million), in part due to parts shortages and labor challenges,~~ ~~offset in part by~~ ~~improved pricing ($48 million) and improved mix ($16~~4 million).

The following table presents consolidated non-operating changes (in millions):


	Three Months Ended March 31,												First Quarter Fiscal
	2022			2021			Change			% Change			2023			2022			Change
Interest expense, net of interest income	$	(11.6	)	$	(11.2	)	$	(0.4	)		3.6	%	$	(7.2	)	$	(11.6	)	$	4.4
Miscellaneous income (expense)		1.1			3.1			(2.0	)		-64.5	%		5.8			1.1			4.7

Provision for income taxes		20.2			33.2			(13.0	)		-39.2	%		34.2			20.8			13.4
Effective tax rate		107.4	%		25.0	%								26.4	%		97.7	%

Gains (losses) of unconsolidated affiliates	$	(0.7	)	$	0.1		$	(0.8	)		-800.0	%	$	(6.7	)	$	(0.7	)	$	(6.0	)

25First Quarter Fiscal 2023 Compared to 2022

~~Table~~Interest expense net of ~~Contents~~interest income decreased due to the benefit of higher interest rates on the Company’s cash holdings.

Other miscellaneous ~~expense~~income (expense) primarily related to gains and losses on investments, ~~net~~ foreign currency transaction gains and losses, and non-service costs of the Company’s pension plans. Miscellaneous income in the first quarter of fiscal 2023 primarily related to a $4.7 million gain on the mediation settlement with the Company’s pension advisor.

The provision for income taxes for the ~~three months ended March 31,~~first quarter of fiscal 2022 included a charge of $18.1 million related to taxes on income generated in prior periods as the Company revised its interpretation of certain foreign anti-hybrid tax legislation based upon comments from the corresponding taxing authorities in the quarter.

~~Gains and losses~~Losses of unconsolidated affiliates primarily represented changes in the Company’s equity method investments. During the first quarter of fiscal 2023, the Company wrote down its investment in the Company equity interest in a commercial entity in Mexico by $5.9 million based on the estimated fair market value of the entity.

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SEGMENT RESULTS

Access ~~Equipment~~

The following table presents the Access ~~Equipment~~ segment results (in millions):


	Three Months Ended March 31,												First Quarter Fiscal
	2022			2021			Change			% Change			2023			2022			Change		% Change
Net sales	$	883.1		$	738.2		$	144.9			19.6	%	$	1,193.2		$	883.1		$	310.1		35.1	%
Cost of sales		817.3			603.3			214.0			35.5	%		988.4			819.1			169.3		20.7	%
Gross income		65.8			134.9			(69.1	)		-51.2	%		204.8			64.0			140.8		220.0	%
% of sales		7.5	%		18.3	%		-1080	bps					17.2	%		7.2	%		1000 bps
SG&A expenses		58.2			54.3			3.9			7.2	%		68.8			58.2			10.6		18.2	%
Amortization		0.1			0.1			—			0.0	%		1.0			0.1			0.9		900.0	%
Operating income		7.5			80.5			(73.0	)		-90.7	%		135.0			5.7			129.3		2268.4	%
% of sales		0.8	%		10.9	%		-1010	bps					11.3	%		0.6	%

First Quarter Fiscal 2023 Compared to 2022

Access ~~Equipment~~ segment net sales increased ~~largely~~ as a result of ~~robust demand for access equipment~~improved sales volume in ~~North America.~~all regions ($193 million), higher pricing in response to higher input costs ($112 million) and the inclusion of sales from Hinowa ($15 million). Access segment sales in the first quarter of fiscal 2023 were unfavorably impacted by $10 million from changes in foreign currency exchange rates.

The ~~decrease in~~improved gross margin in the Access ~~Equipment~~ segment was primarily due to ~~unfavorable material & logistics costs (1,380~~improved pricing (730 basis points) ~~offset in part by~~ ~~improved pricing (230~~and favorable product mix (120 basis points)..

The ~~decrease~~increase in operating income in the Access ~~Equipment~~ segment was primarily due to ~~unfavorable material & logistics costs~~improved pricing ($~~121~~112 million) and ~~higher manufacturing costs, largely associated with the implementation of manufacturing initiatives ($15 million), offset in part by~~ the impact of higher gross margin associated with higher sales volume ($3145 million), offset in part by higher incentive compensation ($8 million), increased operating expenses ($7 million) and ~~improved pricing~~higher material & logistics costs ($283 million).

Defense

The following table presents the Defense segment results (in millions):


	Three Months Ended March 31,												First Quarter Fiscal
	2022			2021			Change			% Change			2023			2022			Change			% Change
Net sales	$	535.6		$	614.7		$	(79.1	)		-12.9	%	$	513.1		$	535.6		$	(22.5	)		-4.2	%
Cost of sales		483.1			545.3			(62.2	)		-11.4	%		474.8			483.1			(8.3	)		-1.7	%
Gross income		52.5			69.4			(16.9	)		-24.4	%		38.3			52.5			(14.2	)		-27.0	%
% of sales		9.8	%		11.3	%		-150	bps					7.5	%		9.8	%		-230 bps
SG&A expenses		31.5			33.0			(1.5	)		-4.5	%		35.0			31.5			3.5			11.1	%
Amortization		1.6			0.9			0.7			77.8	%		1.6			1.6			—			0.0	%
Operating income		19.4			35.5			(16.1	)		-45.4	%		1.7			19.4			(17.7	)		-91.2	%
% of sales		3.6	%		5.8	%		-220	bps					0.3	%		3.6	%

First Quarter Fiscal 2023 Compared to 2022

Defense segment net sales decreased ~~as a result of~~ due to lower ~~Family of Heavy~~Joint Light Tactical Vehicle ~~and~~(JLTV) program volume ($73 million) offset in part by higher Family of Medium Tactical Vehicle ~~program~~sales volume ~~as U.S. government funding for these programs has decreased in recent years.~~($37 million).

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The decrease in gross margin in the Defense segment was due to unfavorable ~~product mix (220 basis points) and unfavorable~~ cumulative catch-up adjustments on contracts ~~(80~~(70 basis points), ~~offset in part by the absence of inefficiencies associated with the establishment of an additional production line that were incurred during the three months ended March 31, 2021 (120~~higher inventory reserves (70 basis points) and adverse product mix (60 basis points).

The decrease in operating income in the Defense segment was primarily a result of th~~e impact of lower gross margin associated with lower sales volume~~the unfavorable cumulative catch-up adjustments on contracts ($125 million) ~~and~~ ~~unfavorable~~, higher inventory reserves ($3 million), adverse product mix ($~~12 million), offset in part by~~ ~~the absence of inefficiencies associated with the establishment of an additional production line that were incurred during the three months ended March 31, 2021 ($8 million)~~.

~~Fire & Emergency~~

~~The following table presents the Fire & Emergency segment results (in millions):~~

Three Months Ended March 31,

2022

2021

Change

% Change

Net sales

$
287.9

$
312.5

$
(24.6
)

-7.9
%
Cost of sales

241.0

242.5

(1.5
)

-0.6
%
Gross income

46.9

70.0

(23.1
)

-33.0
%
% of sales

16.3
%

22.4
%

-610
bps

SG&A expenses

24.2

22.2

2.0

9.0
%
Amortization

0.3

0.4

(0.1
)

-25.0
%
Operating income

22.4

47.4

(25.0
)

-52.7
%
% of sales

7.8
%

15.2
%

-740
bps

~~Fire & Emergency segment net sales decreased due to lower ARFF vehicle volume ($18 million) as a large multi-unit award was recognized in sales during the three months ended March 31, 2021.~~

The decrease in gross margin in the Fire & Emergency segment was primarily attributable to higher material & logistics costs (410 basis points), higher production costs (250 basis points) associated with parts shortages and labor challenges, unfavorable product mix (70 basis points) and higher new product development spending (70 basis points), offset in part by improved pricing (170 basis points).

~~The decrease in operating income in the Fire & Emergency segment was largely a result of higher material & logistics costs ($12~~3 million), the impact of lower gross margin associated with lower sales volume ($93 million), and higher ~~production costs associated with parts shortages and labor challenges~~operating expenses ($72 million)~~, offset~~. Changes in ~~part~~

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estimates on contracts accounted for under the cost-to-cost method resulted in the cumulative catch-up adjustments on contract margins that decreased Defense segment operating income by ~~improved pricing ($7 million).~~$13.4 million in the first quarter of fiscal 2023 primarily as a result of higher than anticipated material costs. Changes in estimates on contracts accounted for under the cost-to-cost method decreased Defense segment operating income by $8.2 million in the first quarter of fiscal 2022.

~~Commercial~~Vocational

The following table presents the ~~Commercial~~Vocational segment results (in millions):


	Three Months Ended March 31,												First Quarter Fiscal
	2022			2021			Change			% Change			2023			2022			Change			% Change
Net sales	$	241.4		$	230.0		$	11.4			5.0	%	$	562.7		$	529.3		$	33.4			6.3	%
Cost of sales		202.5			190.3			12.2			6.4	%		469.5			439.2			30.3			6.9	%
Gross income		38.9			39.7			(0.8	)		-2.0	%		93.2			90.1			3.1			3.4	%
% of sales		16.1	%		17.3	%		-110	bps					16.6	%		17.0	%		-40 bps
SG&A expenses		23.8			20.0			3.8			19.0	%		63.8			48.0			15.8			32.9	%
Amortization		0.8			0.9			(0.1	)		-11.1	%		1.3			1.1			0.2			18.2	%
Operating income (loss)		14.3			18.8			(4.5	)		-23.9	%
Operating income														28.1			41.0			(12.9	)		-31.5	%
% of sales		5.9	%		8.2	%		-230	bps					5.0	%		7.7	%

~~Commercial~~First Quarter Fiscal 2023 Compared to 2022

Vocational segment net sales increased ~~as a result of favorable product mix primarily~~ due to ~~a greater percentage of sales that included a third-party chassis ($13 million) and~~ higher pricing in response to higher input costs ($1335 million)~~, offset in part by lower sales volume as a result of supply chain challenges ($15 million)~~.

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The decrease in gross margin in the ~~Commercial~~Vocational segment was primarily attributable to ~~unfavorable~~higher material & logistics costs ~~(920~~(390 basis points) and higher new product development costs (60 basis points), offset in part by ~~favorable product mix (430 basis points) and improved~~higher pricing ~~(390~~(460 basis points).

The decrease in operating income in the ~~Commercial~~Vocational segment was ~~primarily due to~~largely a result of the loss on the sale of the rear discharge concrete mixer business of $13.3 million. Higher pricing ($35 million) helped offset higher material & logistics costs ($22 million), ~~the impact of lower gross margin associated with lower sales volume~~higher new product development spending ($4 million)~~, higher manufacturing costs associated with parts shortages ($2 million), higher operating expenses ($2 million)~~ and ~~higher litigation costs ($1 million), offset in part by favorable~~adverse product mix ($143 million) ~~and improved pricing ($13 million)~~.

Corporate and Intersegment Eliminations

The following table presents the corporate costs and intersegment eliminations (in millions):


	Three Months Ended March 31,												First Quarter Fiscal
	2022			2021			Change			% Change			2023			2022			Change		% Change
Net sales	$	(2.3	)	$	(6.4	)	$	4.1			-64.1	%	$	(0.9	)	$	(2.3	)	$	1.4		-60.9	%
Cost of sales		0.5			(7.5	)		8.0			-106.7	%		1.6			0.5			1.1		220.0	%
Gross income		(2.8	)		1.1			(3.9	)		-354.5	%		(2.5	)		(2.8	)		0.3		-10.7	%
Operating expenses		31.5			42.5			(11.0	)		-25.9	%		31.5			31.5			—		0.0	%
Operating income		(34.3	)		(41.4	)		7.1			-17.1	%		(34.0	)		(34.3	)		0.3		-0.9	%

First Quarter Fiscal 2023 Compared to 2022

Corporate operating expenses decreased ~~primarily as a result~~due to the timing of ~~lower incentive compensation costs~~healthcare charges between Corporate and the segments ($~~6 million), lower healthcare costs ($4~~3 million) and lower ~~share-based compensation costs~~project spend ($3 million), offset in part by higher incentive compensation costs ~~associated with the change in the Company’s fiscal year end~~ ($24 million).

Liquidity and Capital Resources

The Company generates significant capital resources from operating activities, which is the expected primary source of funding for the Company. In addition to cash generated from operations, the Company had other sources of liquidity available at March 31, ~~2022,~~2023, including ~~$944.5~~$538.7 million of cash and cash equivalents and ~~$1,081.4 million~~$1.09 billion 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 a financial covenant contained in the Credit Agreement (as defined in “Liquidity”). The Company was in compliance

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with the financial covenant at March 31, ~~2022~~2023 and expects to remain in compliance with the financial covenant contained in the Credit Agreement for the foreseeable future.

The Company continues to actively monitor its liquidity position and working capital needs and prioritizes capital expenditures related to capacity and strategic investments. The Company remains in a stable overall capital resources and liquidity position that the Company believes is adequate to meet its projected needs. During the ~~three months ended March 31, 2022,~~first quarter of fiscal 2023, the Company repurchased ~~$85~~$15.2 million in shares of its Common Stock. As of March 31, ~~2022,~~2023, the Company had approximately ~~4.4~~11.4 million shares of Common Stock remaining under its repurchase authorization.

Financial Condition at March 31, ~~2022~~2023

The Company’s capitalization was as follows (in millions):


	March 31, 2022			December 31, 2021			March 31, 2023			December 31, 2022
Cash and cash equivalents	$	944.5		$	995.7		$	538.7		$	805.9
Total debt		594.4			819.0			597.3			604.7
Total shareholders’ equity		2,968.0			3,076.4			3,247.2			3,185.7
Total capitalization (debt plus equity)		3,562.4			3,895.4			3,844.5			3,790.4
Debt to total capitalization		16.7	%		21.0	%		15.5	%		16.0	%

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The Company’s ratio of debt to total capitalization of ~~16.7%~~15.5% at March 31, ~~2022~~2023 remained within its targeted range. The Company’s goal is to maintain an investment-grade credit rating. The rating agencies periodically update the Company’s credit ratings as events or changes in economic conditions occur. At March 31, ~~2022,~~2023, the long-term credit ratings assigned to the Company’s senior debt securities by the credit rating agencies engaged by the Company were as follows:


Rating Agency		Rating
Fitch Ratings		~~BBB-~~BBB
Moody’s Investor Services, Inc.		Baa3
Standards & Poor’s		BBB

Consolidated days sales outstanding (defined as “Trade Receivables” at quarter end divided by “Net Sales” for the most recent quarter multiplied by 90 days) ~~decreased~~increased from 4645 days at December 31, ~~2021~~2022 to 4249 days at March 31, ~~2022. Likewise, days~~2023. Days sales outstanding for segments other than the Defense segment ~~decreased~~increased from 5349 days at December 31, ~~2021~~2022 to 5154 days at March 31, ~~2022.~~2023 due to the timing of sales within the Access segment. Consolidated inventory turns (defined as “Cost of Sales” on an annualized basis, divided by the average “Inventory” at the past five quarter end periods) ~~increased~~was 4.1 times at both December 31, 2022 and March 31, 2023. Consolidated days payable outstanding (defined as “Accounts Payable” at quarter end divided by material costs of sales for the most recent quarter multiplied by 90 days) was 67 days at March 31, 2023, up from ~~4.9 times~~66 days at December 31, ~~2021 to 5.1 times at March 31,~~ 2022.

Cash Flows

Operating Cash Flows

Operating activities generated ~~$328.9~~$79.8 million of cash in the first three months of fiscal ~~2022~~2023 compared to ~~$326.8~~$328.9 million during the first three months ~~ended March 31, 2021. Lower~~of fiscal 2022. Higher net income during the first three months of fiscal ~~2022~~2023 was ~~almost completely~~ offset by ~~improved~~higher working capital as a result of ~~an increase~~lower customer advances and a decrease in days payable outstanding. The Company expects to generate approximately ~~$725~~$650 million of cash flows from operations in fiscal ~~2022.~~2023.

Investing Cash Flows

Investing activities used cash of ~~$40.1~~$277.1 million in the first three months of fiscal ~~2022~~2023 compared to ~~$122.3~~$40.1 million during the first three months ~~ended March 31, 2021.~~of fiscal 2022. The Company used available cash to fund the acquisition of ~~Pratt Miller~~Hinowa S.p.A. for $187.9 million during the three months ended March 31, ~~2021.~~2023. Through March 31, ~~2022,~~2023, the Company utilized ~~$26.1~~$111.5 million for capital expenditures. The Company anticipates that it will spend ~~$300~~$350 million on capital expenditures in fiscal ~~2022.~~2023. The expected

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increase in capital spending in fiscal ~~2022 reflects~~2023 compared to other recent fiscal years is primarily a result of investments in the ~~set-up of~~NGDV facility in South Carolina as well as manufacturing capacity expansions in the ~~manufacturing plant in Spartanburg, SC, to produce Next Generation Delivery Vehicles (NGDV) for the USPS for which the Company will largely receive customer advances.~~Access and Vocational segments.

Financing Cash Flows

Financing activities used cash of ~~$337.9~~$71.1 million in the first three months of fiscal ~~2022~~2023 compared to ~~$5.7~~$337.9 million during the first three months ~~ended March 31, 2021.~~of fiscal 2022. The ~~increase~~decrease in cash utilized for financing activities was due to the repayment of the Company’s $225 million term loan in the first quarter of fiscal 2022 and ~~an increase~~a decrease in Common Stock repurchases under ~~the authorization~~authorizations approved by the Company’s Board of Directors. In the first three months of fiscal 2023, the Company repurchased 173,169 shares of its Common Stock at an aggregate cost of $15.2 million. In the first three months of fiscal 2022, the Company repurchased 751,309 shares of its Common Stock at an aggregate cost of $85.0 million. ~~The Company did not repurchase any shares of its Common Stock in the three months ended March 31, 2021.~~

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Liquidity

Senior Credit Agreement

On March 23, 2022, the Company entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for an unsecured revolving credit facility (the “Revolving Credit Facility”) that matures in March 2027 with an initial maximum aggregate amount of availability of $1.1 billion.

Under the Credit Agreement, the Company is obligated to pay (i) an unused commitment fee ranging from 0.080% to 0.225% per annum of the average daily unused portion of the aggregate revolving credit commitments under the Credit Agreement and (ii) a fee ranging from 0.4375% to 1.500% per annum of the maximum amount available to be drawn for each letter of credit issued and outstanding under the Credit Agreement.

Covenant Compliance

The Credit Agreement contains various restrictions and covenants, including a requirement that the Company maintain a leverage ratio at certain levels, subject to certain exceptions, restrictions on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, incur additional subsidiary indebtedness and consummate acquisitions and a restriction on the disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole. The Company was in compliance with the financial covenant contained in the Credit Agreement as of March 31, ~~2022~~2023 and expects to be able to meet the financial covenant contained in the Credit Agreement over the next twelve months.

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”). In February 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 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 Senior Notes and 2030 Senior Notes at any time for a premium.

Refer to Note 11 to Condensed Consolidated Financial Statements for additional information regarding the Company’s debt as of March 31, ~~2022.~~2023.

Application of Critical Accounting Policies

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, 2021.~~December 31, 2022.

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Critical Accounting Estimates

The Company’s disclosures of critical accounting estimates in its Annual Report on Form 10-K for the year ended ~~September 30, 2021~~December 31, 2022 have not materially changed since that report was filed.

New Accounting Standards

There are no significant impacts of new accounting standards on the Company’s Condensed Consolidated Financial Statements.

~~Table of Contents~~

Customers and Backlog

Sales to the U.S. government comprised approximately ~~27%~~21% of the Company’s net sales in the first three months ~~ended March 31, 2022.~~of fiscal 2023. 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 March 31, ~~2022~~2023 increased ~~88.4%~~16.9% to ~~$12.70~~$14.8 billion compared to ~~$6.74~~$12.7 billion at March 31, ~~2021.~~2022. Access ~~Equipment~~ segment backlog increased ~~160.5%~~10.5% to ~~$3.96~~$4.4 billion at March 31, 2023 compared to $4.0 billion at March 31, 2022. Demand for access equipment remains high as customer fleet utilization remains high and fleet ages remain elevated. Defense segment backlog increased 10.5% to $6.8 billion at March 31, 2023 compared to $6.2 billion at March 31, 2022 compared to $1.52 billion at March 31, 2021 as the re-opening of economies coming out of the pandemic and elevated customer fleet ages drove higher demand. Defense segment backlog increased 76.6% to $6.19 billion at March 31, 2022 compared to $3.50 billion at March 31, 2021 primarily due to a change in mix on the initial vehicle order from the USPS for the NGDV program. ~~Fire & Emergency~~Vocational segment backlog increased ~~51.8%~~42.2% to ~~$1.92~~$3.6 billion at March 31, ~~2022~~2023 compared to ~~$1.27~~$2.6 billion at March 31, ~~2021~~2022 due to strong demand for fire ~~trucks~~apparatus coming out of the COVID-19 pandemic. Although Fire & Emergency segment backlog remained strong, orders softened for ARFF vehicles due to the adverse impact of the COVID-19 pandemic on airport budgets. Commercial segment backlog increased 40.1% to $630.1 million at March 31, 2022 compared to $449.7 million at March 31, 2021 due to improved market demand for refuse collection vehicles as demand rebounded following the re-opening of economies and high demand for the Company’s new front-discharge concrete mixer. Global supply chain challenges and the associated delays in production are also leading to higher backlogs in the ~~Company’s~~ Access ~~Equipment, Fire & Emergency~~ and ~~Commercial~~Vocational segments.

Backlog represents the dollar amount of revenues that the Company anticipates from customer contracts that have been awarded and/or are in progress. Reported backlog includes the original contract amount and any contract modifications that have been agreed upon. Reported backlog excludes purchase options, ~~and~~ announced orders for which definitive contracts have not been ~~executed.~~executed and any potential future contract modifications. Backlog is comprised of fixed and variable priced contracts that may be canceled, modified or otherwise changed in the future. As a result, backlog may not be indicative of future operating results. 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 ~~52%~~58% of the Company’s March 31, ~~2022~~2023 backlog is not expected to be filled in fiscal ~~2022.~~2023.

Non-GAAP Financial Measures

The Company is forecasting earnings per share excluding items that affect comparability. When the Company forecasts earnings per share, excluding items, ~~these are~~this is considered a non-GAAP financial ~~measures.~~measure. The Company believes excluding the impact of these items is useful to investors to allow a more accurate comparison of the Company’s operating performance to prior year results. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s results or forecasts prepared in accordance with GAAP. The table below presents a reconciliation of the Company’s presented ~~GAAP measures~~non-GAAP measure to the most directly comparable ~~non-GAAP measures:~~GAAP measure:

Fiscal 2022 Expectations

Low

High

Earnings per share-diluted (GAAP)

$
4.75

$
5.75

Charge for anti-hybrid tax on prior period income

0.25

0.25

Adjusted earnings per share-diluted (non-GAAP)

$
5.00

$
6.00


	Fiscal 2023 Expectations
Earnings per share-diluted (GAAP)		5.75
Loss on sale of a business, net of tax		0.17
Impairment of equity method investment		0.09
Pension advisor settlement, net of tax		(0.05	)
Restructuring costs, net of tax		0.04
Adjusted earnings per share-diluted (non-GAAP)		6.00

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~ITEM 3.~~

~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

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, 2021,~~December 31, 2022, have not materially changed since that report was filed.

~~Table of Contents~~ITEM 4. CONTROLS AND PROCEDURES

~~ITEM 4.~~

~~CONTROLS AND PROCEDURES~~

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 President and 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 March 31, ~~2022.~~2023. Based upon their evaluation of these disclosure controls and procedures, the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of March 31, ~~2022~~2023 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 three months ended March 31, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - ~~OTHER~~OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

~~LEGAL PROCEEDINGS~~

~~None.~~

ITEM 1A. RISK FACTORS

~~ITEM 1A.~~

~~RISK FACTORS~~

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, 2021,~~December 31, 2022, which have not materially changed.

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

~~ITEM 2.~~

~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

Common Stock Repurchases

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 three months ended March 31, ~~2022:~~2023:


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)
January 1 - January 31		79,953	$	93.82		79,953		11,470,724
February 1 - February 28		—	$	—		—		11,470,724
March 1 - March 31		93,216	$	82.08		93,216		11,377,508
Total		173,169				173,169		11,377,508

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⁾

January 1 - January 31

251,991

$
119.07

251,991

4,916,572

February 1 - February 28

221,116

$
113.08

221,116

4,695,456

March 1 - March 31

278,202

$
107.85

278,202

4,417,254

Total

751,309

751,309

4,417,254

(1)

In May 2019, the Company’s Board of Directors approved a Common Stock repurchase authorization for which there was remaining authority to repurchase 4,109,419 shares of Common Stock as of May 3, 2022. On May 3, 2022, the Board of Directors increased the Common Stock repurchase authorization by 7,890,581 shares to 12,000,000 shares as of that date. The Company repurchased 173,169 shares of Common Stock under these authorizations during the three months ended March 31, 2023 at a cost of $15.2 million. As of March 31, 2023, the Company had remaining authority to repurchase 11,377,508 shares of Common Stock. The Company can use the current authorization at any time as there is no expiration date associated with the authorization. From time to time, the Company may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under this authorization.

⁽¹⁾

In May 2019, the Company’s Board of Directors approved a Common Stock repurchase authorization of 10,000,000 shares. The Company repurchased 751,309 shares of Common Stock under this authorization during the three months ended March 31, 2022 at a cost of $85.0 million. As of March 31, 2022, the Company has remaining authority to repurchase 4,417,254 shares of Common Stock. The Company can use this authorization at any time as there is no expiration date associated with the authorization. From time to time, the Company may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under this authorization.

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.

ITEM 4.MINE SAFETY DISCLOSURES

~~ITEM 4.~~

~~MINE SAFETY DISCLOSURES~~

Not applicable.

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ITEM 6. EXHIBITS


Exhibit No.	~~EXHIBITS~~

	Description

~~Exhibit No.~~	~~Description~~

~~4.1~~	~~Third Amended and Restated Credit Agreement, dated as of March 23, 2022, among Oshkosh Corporation, t~~he ~~various lenders and issuers p~~31.1~~arty thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 23, 2022 (File No. 1-31371).~~

~~10.1~~	Form of Key Executive Employment and Severance Agreement between Oshkosh Corporation and Jay Iyengar (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 1-31371)).*

~~10.2~~	Framework for Awards of Performance Shares based on ESG/DEI under the Oshkosh Corporation 2017 Incentive Stock and Awards Plan.*

~~10.3~~	Framework for Awards of Performance Shares based on Return on Invested Capital under the Oshkosh Corporation 2017 Incentive Stock and Awards Plan.*

~~31.1~~	Certification by the President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated April 27, ~~2022.~~2023.

31.2	Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated April 27, ~~2022.~~2023.

32.1	Written Statement of the President and Chief Executive Officer, pursuant to 18 U.S.C. §1350, dated April 27, ~~2022.~~2023.

32.2	Written Statement of the Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. §1350, dated April 27, ~~2022.~~2023.

101.INS	The instance document does not appear in the interactive data file because its XBRL (Extensible Business Reporting Language) tags are embedded within the Inline XBRL document.

101.SCH	Inline XBRL Taxonomy Extension Schema Document.

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Denotes a management contract or compensatory plan or arrangement.

3436

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SIGNATURES

~~SIGNATURES~~

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.


		OSHKOSH CORPORATION


April 27, ~~2022~~2023	By	/s/ John C. Pfeifer
		John C. Pfeifer, President and Chief Executive Officer (Principal Executive Officer)


April 27, ~~2022~~2023	By	/s/ Michael E. Pack
		Michael E. Pack, Executive Vice President and Chief Financial Officer (Principal Financial Officer)


April 27, ~~2022~~2023	By	/s/ James C. Freeders
		James C. Freeders, Senior Vice President Finance and Controller (Principal Accounting Officer)

3537

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


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


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


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


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