8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report
(Date of earliest
event reported):	June 24, 2008

Oshkosh Corporation

(Exact name of registrant as specified in its charter)

Wisconsin	1-31371	39-0520270
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

P.O. Box 2566, Oshkosh, Wisconsin 54903

(Address of principal executive offices, including zip code)

(920) 235-9151

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.06. Material Impairments.

        On June 24, 2008, the Audit Committee of the Board of Directors of Oshkosh Corporation (the “Company”) concluded, based on a recommendation of management, that a material charge for impairment to the goodwill associated with its subsidiaries Geesink Group B.V., Norba A.B. and Geesink Norba Limited and their wholly-owned subsidiaries (together “Geesink”), the Company’s European refuse collection vehicle business, is required under generally accepted accounting principles applicable to the Company. Geesink is a leading European manufacturer of refuse collection vehicle bodies, mobile and stationary compactors and transfer stations. In the third quarter of the Company’s fiscal 2008, which will end June 30, 2008, it became evident that synergies related to Geesink’s facility rationalization program would be lower than expected and costs to execute the rationalization will be higher than anticipated. The resulting slower than expected and more difficult return to profitability of Geesink’s business, further escalation of raw materials costs and a reduction in fabrication volume for the Company’s JLG Industries, Inc. subsidiary at Geesink’s Romania facility due to a slowdown in the European access equipment market led to the conclusion that the charge for impairment is required. The Company currently estimates that the amount of the charge will be approximately $175 million, or $2.32 per share, none of which will result in future cash expenditures. There will be no tax benefit associated with the charge, which will impact the Company’s results of operations for the third quarter, and the Company expects to finalize the amount of the charge during the close process for the third quarter.

Item 7.01. Regulation FD Disclosure.

        On June 26, 2008, the Company issued a press release (the “Press Release”) announcing its updated outlook for the third quarter and the remainder of the Company’s fiscal 2008. A copy of such press release is furnished as Exhibit 99.1 and is incorporated by reference herein. The Press Release also announced that the Company will discuss its revised third fiscal quarter earnings estimates, the impairment charge at Geesink and the Company’s outlook during a conference call to be held on June 26, 2008, at 9:00 a.m. EDT. A copy of the script (the “Script”) for such conference call is furnished as Exhibit 99.2 and is incorporated by reference herein. To access the conference call, please dial (877) 709-8150 for domestic participants and (201) 689-8354 for international participants starting at 8:45 a.m. EDT. The call will be webcast simultaneously over the Internet. To access the webcast, listeners can go to the Company’s website www.oshkoshcorporation.com starting at 8:45 a.m. EDT and follow the instructions for the broadcast. An audio replay of the call and related question and answer session will be available for twelve months at this website.

        The information, including, without limitation, all forward-looking statements, contained in the Press Release and the Script or provided in the conference call and related question and answer session speaks only as of June 26, 2008. The Company has adopted a policy that if the Company makes a determination that it expects the Company’s earnings per share for future periods for which projections are contained in the Press Release and the Script or provided in the conference call and related question and answer session to be lower than those projections, then the Company will publicly disseminate that fact. The Company’s policy also provides that if the Company makes a determination that it expects the Company’s earnings per share for future periods to be at or above the projections contained in the Press Release and the Script or provided in the conference call and related question and answer session, then the Company does not intend to publicly disseminate that fact. Except as set forth above, the Company assumes no obligation, and disclaims any obligation, to update information contained in the Press Release and the Script or provided in the conference call and related question and answer session. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.

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        The Press Release and the Script contain, and representatives of the Company may make, during the conference call and the related question and answer session, 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 the Press Release and the Script or made during the conference call and related question and answer session, 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, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan,” or the negative thereof or variations thereon or similar terminology. The Company cannot provide any assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company’s expectations include, without limitation, those set forth in the Press Release. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s filings with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibits are being furnished herewith:

(99.1) Oshkosh Corporation Press Release dated June 26, 2008.

(99.2) Script for conference call to be held June 26, 2008.

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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 hereunto duly authorized.

	OSHKOSH CORPORATION
Date:  June 26, 2008	By:  /s/ David M. Sagehorn
	David M. Sagehorn
	Executive Vice President and
	Chief Financial Officer

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OSHKOSH CORPORATION

Exhibit Index to Current Report on Form 8-K
Dated June 24, 2008

Exhibit
Number

(99.1) Oshkosh Corporation Press Release dated June 26, 2008.

(99.2) Script for conference call to be held June 26, 2008.

EX-99.1

O S H K O S H       C O R P O R A T I O N

For more information contact:	Financial:	Patrick Davidson
		Vice President, Investor Relations
		(920) 966-5939
	Media:	Ann Stawski
		Vice President, Marketing Communications
		(920) 966-5959

OSHKOSH CORPORATION ANNOUNCES DOWNWARD REVISIONS
TO ESTIMATES FOR THIRD FISCAL QUARTER
AND FULL FISCAL YEAR 2008 RESULTS

Lower Estimates Driven by Slowing Economic Conditions as well as Goodwill
Impairment Charge at European Refuse Business

OSHKOSH, Wis. (June 26, 2008) – Oshkosh Corporation (NYSE: OSK), a leading manufacturer of specialty vehicles and vehicle bodies, today announced that it expects a loss of approximately $1.22 to $1.32 per share for its third quarter of fiscal 2008 compared to the Company’s prior earnings per share (EPS) estimate range of $1.40 to $1.50 of income for the quarter. The expected loss relates to a non-cash charge for the impairment of goodwill to be recorded in connection with the Company’s European refuse collection vehicle manufacturer, the Geesink Norba Group (Geesink). The impact of the impairment charge on third fiscal quarter earnings is estimated to be approximately $175 million, or $2.32 per share. Projected third fiscal quarter results also reflect weaker performance expectations compared with previous estimates for, most notably, the Company’s access equipment segment and, to a lesser extent, its fire & emergency and commercial segments.

        “Lower than expected sales in both North America and Europe driven by softness in non-residential construction and general economic weakness, and rising raw material and fuel costs, have caused us to reduce our outlook for the third quarter and full fiscal year 2008,” said Robert G. Bohn, Oshkosh Corporation chairman and chief executive officer.

        “During the quarter, we also lowered our outlook for Geesink due to a slower and more difficult than expected return to profitability, coupled with expectations of a weaker European economy and higher raw materials costs. This revised outlook has caused us to believe that the value of Geesink no longer supports the goodwill recorded for this business, resulting in the impairment charge we are announcing today.”

        There is no tax benefit associated with the Geesink impairment charge, and the charge is not expected to affect the Company’s liquidity, cash flows from operating activities or compliance with debt covenants, nor is it expected to have any impact on future operations. The actual charge for the impairment of goodwill will be finalized during the upcoming third fiscal quarter close process.

        The Company expects that fourth fiscal quarter EPS will be below prior year’s levels and will provide a new EPS estimate range for full fiscal year 2008 when it announces its third fiscal quarter results.

        The Company will discuss its revised third fiscal quarter earnings estimates, the impairment charge at Geesink and the Company’s outlook during a conference call today (June 26) at 9:00 a.m. EDT. To access the conference call, please dial (877) 709-8150 for domestic participants and (201) 689-8354 for international participants starting at 8:45 a.m. EDT. The call will be webcast simultaneously over the Internet. To access the webcast, listeners can go to www.oshkoshcorporation.comstarting at 8:45 a.m. EDT and follow the instructions for the broadcast. An audio replay of the call and related question and answer session will be available for twelve months at this website.

About Oshkosh Corporation

         Oshkosh Corporation is a leading designer, manufacturer and marketer of a broad range of specialty access equipment, commercial, fire & emergency and military vehicles and vehicle bodies. Oshkosh Corporation manufactures, distributes and services products under the brands of Oshkosh^®, JLG^®, Pierce^®, McNeilus^®, Medtec^®, Jerr-Dan^®, BAI^™, Oshkosh Specialty Vehicles, Frontline^™, SMIT^™, Geesink^™, Norba^™, Kiggen^™, CON-E-CO^®, London^® and IMT^®. The Oshkosh brands are valued worldwide in businesses where high quality, superior performance, rugged reliability and long-term value are paramount. For more information, log on to www.oshkoshcorporation.com.

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Forward-Looking Statements

This press release contains statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, 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, are forward-looking statements. When used in this press release, 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 consequences of financial leverage associated with the JLG acquisition and the level of the Company’s associated borrowing costs; the cyclical nature of the Company’s access equipment, commercial and fire & emergency markets, especially during a recession, which many believe the U.S. has already entered; the expected level and timing of U.S. Department of Defense procurement of products and services and funding thereof; risks related to reductions in government expenditures and the uncertainty of government contracts; risks associated with international operations and sales, including foreign currency fluctuations; the Company’s ability to turn around its Geesink Norba Group business; risks related to the collectability of access equipment receivables; rising steel, fuel and other costs and the Company’s ability to offset the rising costs with decreases in other costs or product selling price increases; and the potential for increased costs relating to compliance with changes in laws and regulations. In addition, the Company’s expectations for fiscal 2008 are based in part on certain assumptions made by the Company, including without limitation the Company’s estimates for the level of concrete placement activity, housing starts, non-residential construction spending and mortgage rates; the performance of the U.S. economy, which many believe is already in a recession, and European economies, which could move into recession; the Company’s spending on product development and bid and proposal activities with respect to defense truck procurement competitions and the outcome of such competitions; the Company’s ability to turn around the Geesink Norba Group business; the Company’s expectations as to timing of receipt of sales orders and payments and execution and funding of defense contracts; the Company’s ability to achieve cost reductions and operating efficiencies, in particular at JLG, McNeilus, the Geesink Norba Group and Medtec; the Company’s ability to offset rising steel, fuel and other costs through other cost decreases or product selling price increases; the Company’s estimates of the impact of changing fuel prices and credit availability on capital spending of towing operators; the Company’s estimates of the impact of changing legislation on capital spending of mobile medical providers; the availability of defense truck carcasses for remanufacturing; the anticipated level of production and margins associated with the Family of Heavy Tactical Vehicles contract, the Indefinite Demand/Indefinite Quantity truck remanufacturing contract, the Logistics Vehicle System Replacement contract and international defense truck contracts; the Company’s ability to produce defense trucks at increased levels in fiscal 2008; the Company’s estimates for capital expenditures of rental and construction companies for JLG’s products, of municipalities for fire & emergency and refuse collection vehicles, of airports for aircraft rescue and snow removal products and of large commercial waste haulers generally and with the Company; federal funding levels for U.S. Department of Homeland Security and spending by governmental entities on homeland security apparatus; the expected level of commercial “package” body and purchased chassis sales compared to “body only” sales; anticipated levels of capital expenditures by the Company; the Company’s estimates for costs relating to litigation, product warranty, product liability, insurance, stock options, performance share awards, bad debts, personnel and other raw materials; the Company’s estimates for debt levels, interest rates, foreign exchange rates, working capital needs and effective tax rates; and that the Company does not complete any acquisitions in the short term. Additional information concerning these and other factors is contained in the Company’s filings with the Securities and Exchange Commission.

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EX-99.2

Third Fiscal Quarter 2008 Operating Results Update
June 26, 2008

Pat Davidson

Good morning and thanks for joining us. Earlier today we issued a press release describing our updated outlook for our third fiscal quarter operating results. A copy of the release is available on our website at www.oshkoshcorporation.com. Today’s call is being webcast and is also available on our website.

Our remarks that follow, including answers to your questions, include statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements are subject to risks that could cause actual results to be materially different. Those risks include, among others, matters that we have described in our press release this morning and filings we make with the SEC. Except as described in the Form 8-K that we filed this morning, we disclaim any obligation to update these forward looking statements, which may not be updated until our next quarterly earnings conference call, if at all.

Occasionally today, we will refer to “previous estimates.” We made or updated such estimates during our second quarter earnings conference call for fiscal 2008 on May 1, 2008.

Presenting today for Oshkosh Corporation will be Bob Bohn, our Chairman and Chief Executive Officer. After Bob’s formal remarks, we will take time for a brief question and answer session. Joining Bob for that Q&A will be Charlie Szews, President and Chief Operating Officer and Dave Sagehorn, Executive Vice President and Chief Financial Officer.

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With that, I will turn it over to Bob.

Bob Bohn

Thank you, Pat. Good morning and thank you all for joining us today. During our call with you, I would like to describe what we are seeing in our markets, some of the issues we are facing and how we plan to manage our businesses as we move forward in some very challenging economic times.

While our performance through the first two quarters of fiscal 2008 was strong, especially in our access equipment and defense segments, general economic weakness, softness or expected softness in non-residential construction and rising material & fuel costs have all taken their toll on customers in a number of our markets, most notably in our access equipment segment, causing them to reassess their capital spending plans. Our customers aren’t alone in facing these challenges. We are also dealing with additional requests for material price increases, as well as the impact of $4.00 per gallon gasoline.

But we aren’t standing still. We’re working diligently to offset the softer demand and rising costs that we’re seeing. We continue to seek out new market opportunities and in the second quarter we were able to double our international access equipment sales. We have opened a procurement office in Asia to allow our purchasing team to improve our cost structure on a global basis. To address margin issues stemming from increased costs, we have announced price increases in every single one of our domestic businesses, with most of them effective already and one effective this fall. To give you an idea of the extent of our price increases, I’d like to highlight some examples.

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• A 7.5% global price increase for all access equipment products effective October 1

• 5% to 9% increases on our domestic refuse collection vehicles effective June 1

• 5% to 6% increases on our concrete mixers effective June 1

• 3% increase on fire trucks effective April 1, with more on the way

• 6% on our towing and recovery vehicles effective June 1

• And a 5% to 8% increase on our service trucks, also effective June 1

We’re active on a number of other fronts addressing the current economic environment. We’ve accelerated the pace of reductions in staffing and spending over the past 12 months. And, we’ve done this while strengthening our global sourcing team, which is working to deliver cost reductions to offset other higher input costs.

Except for a limited number of growth initiatives, we will be pulling back on capital spending for the remainder of fiscal 2008 and for fiscal 2009. Furthermore, we are reducing production levels and intensifying inventory management programs to better match our inventory levels with product demand.

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We’ll continue to look for ways to better manage our costs as we navigate our way through these trying times.

Earlier today we announced that we are reducing our third fiscal quarter earnings estimates from a previous range of $1.40 to $1.50 per share to a loss of $1.22 to $1.32 per share. The expected loss is due to a non-cash charge for the impairment of the goodwill of the Geesink Norba Group, or Geesink, which we currently estimate will be approximately $175 million or $2.32 per share.

The reduction in our earnings estimates for the third fiscal quarter, in addition to the impact of the Geesink charge, is being driven by the broad effects of weaker economies and weaker commercial construction.

Specifically, in our access equipment segment we have experienced lower order levels and have received communications from a number of our larger customers that they plan to significantly reduce their capital spending for the remainder of this year. We have seen this weakness in both North America and certain markets in Western Europe. We continue to experience strength in Eastern Europe, Latin America and the Middle East for our access equipment products.

Our domestic fire & emergency businesses continue to be impacted by weak municipal spending, which we believe is the result of lower tax receipts due to continued weakness in the residential housing market. International activity, especially for our airport products business, continues to remain robust and is a source of positive developments.

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We have lowered estimates for our commercial segment for the third fiscal quarter due largely to increased costs related to the facility rationalization program at Geesink. As we discussed during our second fiscal quarter earnings call, the integration of Norba brand refuse collection vehicles at acceptable efficiency levels into our Emmeloord, The Netherlands facility is taking longer than we originally expected.

In the third quarter, it became evident that synergies related to our facility rationalization program would be lower than we expected and costs to execute the rationalization will be higher than anticipated. The resulting slower than expected and more difficult return to profitability of this business, further escalation of raw materials costs and a reduction in fabrication volume at Geesink’s Romania facility for JLG due to a slowdown in the European access equipment market, led to our conclusion that a non-cash impairment charge of approximately $175 million for Geesink’s goodwill was required, as noted above. There will be no tax benefit associated with the charge and we expect to finalize the amount of the charge during our third fiscal quarter close process.

We believe that this business will operate at approximately break-even in fiscal 2009. We have a strong new managing director to run the business, and we are giving him some time to return this business to its historical profitability. We are very encouraged by the improvements that were evident when we visited the Emmeloord facility two weeks ago.

Our defense business has stayed strong and we have good visibility into the government’s needs for our tactical wheeled vehicles over the next several years. We are not making any changes to our outlook for this business at this time.

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Finally, as a result of the lower estimated sales volumes in the quarter, we expect limited debt reduction in the third quarter.

We are developing a revised outlook for the full fiscal year and expect to be updating full year earnings estimates when we release our earnings for the third quarter in August. We do expect, however, that fourth fiscal quarter 2008 EPS will be below prior year levels.

Looking ahead to fiscal 2009, we are still in the midst of our annual planning process, but we believe that we will continue to face strong economic headwinds in a number of our businesses. Economies are expected to remain weak in the U.S. and certain Western European countries, and it’s uncertain where other European economies are headed. It’s also uncertain where commodity costs such as steel and oil are headed and whether our recently announced price increases will impact our unit sales volumes. Due to these uncertainties, we anticipate spending more time than normal on our budgeting process this year and as a result we do not expect to be initiating fiscal 2009 earnings estimates until we release earnings for our fourth fiscal quarter of 2008, in early November.

Before I turn the call back to Pat for Q&A, I would like to remind you that we are a strong company of more than 14,000 employees that has faced good times and bad. We have prospered due to the strength of our product & service offerings and the integrity of our people. Those of you who have followed us for any length of time know that we always tell you what we are seeing, whether positive or negative, and we don’t mince our words. Although the next few quarters will present some challenges, I have absolute confidence in the strength of our people, our management team and our core business of specialty vehicles. We are the leader in virtually all of our markets and have an excellent track record of shareholder value creation. During times like these, you will see clear demonstrations and examples of our leadership, our strengths and our capabilities. We will continue to be available and work with you as we manage our businesses for long-term value-generation.

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With that, I’ll turn it over to Pat.

Pat Davidson

Thanks, Bob. I’d like to remind everyone to limit their questions to one plus a follow-up. This works well and allows us the best opportunity for participation on your end.

Operator, please begin the question and answer period of this call.

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