A RESPONSE TO RECENTLY

FILED PROXY MATERIAL

Oshkosh Corporation

Exhibit 1

Special note regarding this presentation

2

Sources: Bloomberg, 2012 Estimates are Bloomberg consensus

A new set of comps

Oshkosh management has recently

argued that their low SGA margins

relative to a peer group should be a

positive benchmark

SGA margins alone do not drive

shareholder returns…

Compared to that same peer group

Oshkosh has:

The

LOWEST

projected

operating income margin

The

LOWEST

2012

projected

EPS growth

The

LOWEST

2011

shareholder

return

3

Ticker

2012 Operating

Income Margin

2012 EPS

Growth

2011 Total

Shareholder

Return

ATK

11.7%

-5.4%

-34.42%

CRDN

18.9%

-12.6%

39.33%

CMI

14.2%

12.5%

96.87%

DOV

16.1%

9.0%

45.52%

FSS

6.2%

250.4%

-28.51%

FRPT

5.7%

83.1%

6.53%

GD

12.0%

5.3%

2.41%

MTW

8.3%

169.9%

-6.59%

NAV

5.2%

14.6%

-1.99%

NOC

11.1%

-2.7%

22.99%

PCAR

9.7%

21.9%

8.27%

RTN

11.1%

4.4%

-0.41%

TEX

5.4%

252.0%

-31.80%

DHR

17.5%

16.5%

25.59%

ETN

16.1%

10.9%

44.85%

PH

11.1%

16.5%

46.37%

OSK

3.6%

-52.5%

-42.26%

MOVE without urgency

The company has claimed they have taken “decisive action”

and initiated what

was allegedly a “comprehensive review”

but recently stated that the primary

result of that review was simply –

“business model reaffirmed”

As a shareholder, we would expect, given recent “unprecedented "challenges, Oshkosh would look for ways

to enhance shareholder value and drive operating performance rather than continuing with the existing

business model

How did this reaffirmation help shareholders? It seems to us that the only beneficiary is the management

team who has allegedly been reaffirmed

The company has disclosed their time frames and goals for restructuring

activities

250

basis

points

of

operating

income

margin

opportunity

by              a

portion

of

which

seems

to

be

simply

related

to

an

eventual

market

recovery

through

the

absorption

of

fixed

costs;

it

is

not

clear

what

portion

if

any is actually related to reduction of costs

The company has stated that their manufacturing footprint rationalizations (20% reduction on a company

that

has

over

$7

Billion

in

sales)

will

take

5

years

to

generate

$33

million

of

savings

In our opinion this calls into question the company’s ability to generate any meaningful cost savings on a

going forward basis

4

2016

A more balance board

The company has criticized the Icahn slate for lacking experience in Defense

and Construction Equipment  though the assertion is factually inaccurate

Mr. Alapont was formerly President/CEO of Iveco which built defense, fire and construction products

Mr. Intrieri is on the board of Motorola Solutions which sells to municipal, federal and defense customers

Mr. Krongard spent several years as Executive Director for the CIA

None of Oshkosh board members have substantial experience in construction equipment

None

of

the

Oshkosh

board

members

that

we

are

seeking

to

replace

(other

than

founder’s

son

–

Mosling

and Szews) have defense experience

6 out of 13 board members at Oshkosh are former CFOs

The Icahn slate brings key skills to the board

5

Key Skills & Experience

brought to the board

Icahn Slate

Outside Oshkosh Directors we are

seeking to replace

International business

YES

NO

Specialty Vehicle

YES

NO

Fire Apparatus Manufacturing

YES

NO

Commercial Vehicle Manufacturing

YES

NO

Developing M&A Strategies

YES

NO

Business turnaround

YES

?

Building strong management teams

YES

?

Strong Financial/Investing

YES

?

Relative track records

The company has criticized Icahn’s investment track record

We believe the Icahn track record speaks for itself

Apparently Icahn and Oshkosh had a different strategy for weathering the

turbulent markets of 2011

Oshkosh stock was lower at the end of 2011 than it was at the end of 2003

From 2007-2011 Oshkosh stock was down 55.84%

6

2011

Oshkosh Price Appreciation

-39.3%

Icahn Investment Funds Performance

34.73%

Management turnover problem

7

Oshkosh has experienced a surprising amount of turnover at the division head

level in the last 5 years

Defense

–

4

separate

division

heads

(including

Szews

on

an

interim

basis)

with

the

two

recent

appointees

being outsiders

JLG –

Szews (for 5 months after the acquisition) and two other division heads

Fire & Emergency –

at least 4 different division heads

Purchasing / Procurement –

3 different heads, the last two outsiders

Manufacturing –

Two different heads, most recently an outsider, the second of which recently left the

company

The inability to maintain stability or source management internally may

contribute to operational instability

All divisions are currently run by executives with sales/marketing background

and the company has lost two separate manufacturing chiefs in the last few

years

Restructuring

and

FMTV

execution

issues

are

not

surprising

to

us

given

reduced

manufacturing

expertise

Shareholders should ask who is currently responsible for the facility optimization plans?