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):	April 30, 2009

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 2.02. Results of Operations and Financial Condition.

        On April 30, 2009, Oshkosh Corporation (the “Company”) issued a press release (the “Press Release”) announcing its earnings for its second fiscal quarter ended March 31, 2009. A copy of such press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

        On April 30, 2009, the Company held a conference call in connection with the Company’s announcement of its earnings for its second fiscal quarter ended March 31, 2009. A copy of the script (the “Script”) for such conference call is furnished as Exhibit 99.2 and is incorporated by reference herein. An audio replay of such conference call and the related question and answer session will be available for at least twelve months on the Company’s website at www.oshkoshcorporation.com.

        The information, including, without limitation, all forward-looking statements, contained in the Press Release, the Script and related slide presentation on the Company’s website (the “Slide Presentation”) or provided in the conference call and related question and answer session speaks only as of April 30, 2009. The Company assumes no obligation, and disclaims any obligation, to update information contained in the Press Release, the Script and the Slide Presentation 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.

        The Press Release, the Script and the Slide Presentation contain, and representatives of the Company made, 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, the Script and the Slide Presentation 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 under the caption “Risk Factors” below. 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.

        In this Current Report on Form 8-K, “we,” “us” or “our” refers to Oshkosh Corporation.

RISK FACTORS

We have a substantial amount of debt. Our current debt levels, including the associated financing costs and restrictive covenants, could limit our flexibility in managing our business. In particular, if we conclude that we are likely to fail to comply with the financial covenants contained in our amended credit agreement, we would incur higher costs if we obtain an amendment or waiver of such covenants. Our failure to comply with these covenants could result in an event of default that, if not cured or waived, could materially adversely affect our results of operations.

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        As a result of financing the JLG acquisition, we are highly leveraged. The subsequent global recession and the related decline in earnings have increased the leverage ratios under which we operate. We had approximately $2.5 billion of debt outstanding as of March 31, 2009. Our ability to make required payments of principal and interest on our debt will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. We cannot provide any assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available under our amended credit agreement in an amount sufficient to enable us to service our indebtedness or to fund our other liquidity needs should the global recession and credit crisis become more severe or prolonged.

        In addition, our credit agreement, as amended, contains financial and restrictive covenants which, among other things, require us to satisfy quarter-end financial ratios, including a leverage ratio, a senior secured leverage ratio and an interest coverage ratio. Our failure to comply with such covenants could result in an event of default that, if not cured or waived, could have a material adverse effect on our financial condition, results of operations and debt service capability. These covenants may limit our ability to, among other things, borrow under our amended credit agreement to fund operations or take advantage of business opportunities. We cannot make any guarantees related to our ability to comply in the future with the covenants in our amended credit agreement. Our ability to meet the financial ratios in such covenants may be affected by a number of events, including events beyond our control, and we may not be able to continue to meet those ratios at any time in the future. In addition, if we were to fall out of compliance with the financial covenants contained in our amended credit agreement, or conclude that we are likely to fail to comply with such covenants, then we could be required to seek an amendment to or waiver of the financial covenants contained in our amended credit agreement. Under current credit market conditions, we cannot provide assurance that we would be able to obtain any amendments to or waivers of the covenants contained in our amended credit agreement that we may request, and any amendments to or waivers of the covenants would likely involve substantial upfront fees, significantly higher annual interest costs and other terms significantly less favorable to us than those currently in our amended credit agreement. We may also consider raising additional funds through public or private debt or equity financings or the sale of assets in order to avoid violating a covenant. These financing options may not be available to us on a timely basis, if at all, and if the options are available, they may be available only on onerous terms that may or may not be acceptable to us or to our shareholders.

        Further, our access to debt financing at competitive risk-based interest rates is partly a function of our credit ratings. In January 2009, Standard & Poor’s Rating Services lowered our long-term debt rating from BB- to B and placed us on credit watch “negative” citing weaker-than-expected operating results and our need to seek an amendment of the financial covenants contained in our amended credit agreement. Likewise in January 2009, Moody’s Investors Service lowered our long-term debt rating from Ba3 to B2 citing expectations of further erosion in our credit metrics due to the deterioration in several of our businesses, particularly the access equipment segment. In March 2009, both Standard & Poor’s Rating Services and Moody’s Investors Service affirmed the Company’s long-term debt ratings. Standard & Poor’s also removed the Company from credit watch “negative”. Any further downgrades to our credit ratings could increase our interest rates, could limit our access to public debt markets, could limit the institutions willing to provide us credit facilities, and could make any future credit facility amendments more costly and/or difficult to obtain. In particular, under the terms of our amended credit agreement, we would incur a usage fee equal to 0.50% per annum on the aggregate principal amount of all outstanding loans under the amended credit agreement for any day on which we have a corporate family rating from Moody’s Investors Service of B3 with “negative” watch or lower or a corporate credit rating from Standard & Poor’s Rating Services of B- with “negative” watch or lower.

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        Our high level of debt, current credit market conditions, our credit rating and the covenants that are contained in our amended credit agreement could have important consequences for our operations, including:

• Increase our vulnerability to general adverse economic and industry conditions and detract from our ability to withstand successfully a downturn in our highly cyclical markets or economies generally;

• Require us to dedicate a substantial portion of our cash flow from operations to higher interest costs or higher required payments on debt, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, research and development, dividends and other general corporate activities;

• Limit our ability to obtain additional financing in the future to fund working capital, capital expenditures and other general corporate requirements;

• Limit our ability to enter into additional foreign currency and interest rate derivative contracts;

• Limit our ability to pursue strategic acquisitions that may become available in our markets or otherwise capitalize on business opportunities if we had additional borrowing capacity;

• Limit our flexibility in planning for, or reacting to, changes in our business and the markets we serve;

• Cause our customers to seek products from less leveraged suppliers or change the terms on which they conduct business with us;

• Cause our suppliers to change the terms upon which they do business with us;

• Place us at a competitive disadvantage compared to less leveraged competitors; and

• Make us vulnerable to increases in interest rates because a portion of our debt under our amended credit agreement is at variable rates.

We may be further adversely affected by the current economic environment.

        As a result of the global recession, credit market crisis (including uncertainties with respect to financial institutions and the global capital markets), depressed equity markets across the globe and other macroeconomic challenges currently affecting the economy of the U.S. and other parts of the world, customers or vendors may experience serious cash flow problems, and as a result, customers may further seek to modify, delay or cancel plans to purchase our products and vendors may seek to significantly and quickly increase their prices or reduce their output. If customers are not successful in generating sufficient revenue or are precluded from securing financing, they may not be able to pay, or may delay payment of, accounts receivable that are owed to us. Any inability of current and/or potential customers to pay us for our products will adversely affect our earnings and cash flows. If economic conditions in the U.S. and other key markets deteriorate further or do not show improvement, we may experience material adverse impacts to our financial condition, profitability and/or cash flows. Additionally, if these economic conditions persist, our intangible assets at various businesses may become further impaired.

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Our markets are highly cyclical and declines in these markets could have a material adverse effect on our operating performance.

        The current and any further decline in overall customer demand in our cyclical access equipment and commercial markets, and a decline in overall customer demand in our modestly cyclical fire & emergency markets, could have a material adverse effect on our operating performance. The access equipment market that JLG operates in is highly cyclical and impacted by the strength of economies in general, by prevailing mortgage and other interest rates, by residential and non-residential construction spending, by the ability of rental companies to obtain third party financing to purchase revenue generating assets, by capital expenditures of rental companies in general and by other factors. The ready-mix concrete market that we serve is highly cyclical and impacted by the strength of the economy generally, by prevailing mortgage and other interest rates, by the number of housing starts and by other factors that may have an effect on the level of concrete placement activity, either regionally or nationally. Domestic and European refuse collection vehicle markets are also cyclical and impacted by the strength of economies in general, by municipal tax receipts and by capital expenditures of large waste haulers. Fire & emergency markets are modestly cyclical and are impacted by the economy generally and municipal tax receipts and capital expenditures. Concrete mixer and access equipment sales also are seasonal with the majority of such sales occurring in the spring and summer months, which constitute the traditional construction season.

        The global economy is currently experiencing a severe recession, which has negatively impacted our sales volumes for our access equipment, commercial and, to a lesser extent, our fire & emergency products. U.S. housing starts were again weak in fiscal 2008 and the first six months of fiscal 2009, with this weakness spreading to Europe late in fiscal 2008, and non-residential construction spending has also weakened in most geographical areas of the world, each further contributing to the lower sales volumes. A further reduction in non-residential construction spending may cause future weakness in demand for our products. In addition, many customers of ours have been reducing their expenditures and cancelling their orders for access equipment. Furthermore, municipal tax revenues have weakened, which may impact demand for fire apparatus in upcoming quarters. The towing and recovery equipment market is also being negatively impacted by the global economy and the tightening credit markets, and the European refuse collection vehicle market continues to experience weaker demand as a result of weakening economic conditions. We cannot provide any assurance that the global recession and credit crisis will not continue or become more severe. If the global recession and credit crisis continue or become more severe, then there could be a material adverse effect on our net sales, financial condition, profitability and/or cash flows.

        Additionally, the high levels of sales in our defense business in recent years have been due in significant part to demand for defense trucks, replacement parts and services (including armoring) and truck remanufacturing arising from the conflicts in Iraq and Afghanistan. Events such as these are unplanned, and we cannot predict how long these conflicts will last or the demand for our products that will arise out of such events. Accordingly, we cannot provide any assurance that the increased defense business as a result of these conflicts will continue. Furthermore, a new administration has recently entered the White House, and the recent bailout of U.S. financial institutions, insurance companies and others as well as the U.S. economic stimulus package are expected to put significant pressure on the federal budget, including the defense budget. It is too early to tell what the impact of a change in administration and federal budget pressures will mean to funding for Oshkosh defense programs. As such, we cannot provide any assurance that funding for our defense programs will not be impacted by the change in administration and federal budget pressures.

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Raw material price fluctuations may adversely affect our results.

        We purchase, directly and indirectly through component purchases, significant amounts of steel, petroleum based products and other raw materials annually. During fiscal 2008, steel and fuel prices increased significantly resulting in us paying higher prices for these items. Although fuel prices declined during the first quarter of fiscal 2009 to levels near those experienced prior to the run-up in fuel prices and steel prices have also declined to levels near those experienced prior to the run-up in steel prices, there are indications that the costs of these items may continue to fluctuate significantly in the future. Although we have firm, fixed-price contracts for some steel requirements and have some firm pricing contracts for components, we may not be able to hold all of our steel and component suppliers to pre-negotiated prices or negotiate timely component cost decreases commensurate with any steel and fuel cost decreases. Without limitation, these conditions could impact us in the following ways:

• In the access equipment, fire & emergency and commercial segments, we implemented selling price increases to recover increased steel, component and fuel costs experienced in fiscal 2008. However, any such new product prices applied only to new orders, and we were not able to recover all cost increases from customers due to the amount of orders in our backlog prior to the effective dates of new selling prices. In the access equipment segment, some customers reacted adversely to these price increases in light of the recent declines in fuel and steel prices, and competitive conditions limited price increases in a time of global recession. In addition, in certain commercial and fire & emergency markets, we have needed to reduce pricing as steel, component and fuel prices declined over the last six months. Alternatively, adherence to the price increases could affect sales volumes. Furthermore, steel, component and fuel costs may again rise, and any product selling price increases may not be sufficient to recover such increases. In addition, a significant portion of our inventory at March 31, 2009 at our access equipment segment was comprised of items manufactured at a time when steel, fuel and other commodity costs were at historically high levels. Our gross margins in the access equipment segment will likely continue to be negatively impacted by this higher cost inventory throughout the remainder of fiscal 2009.

• In the defense business, we are generally limited in our ability to raise prices in response to rising steel, component and fuel costs as we largely do business under annual firm, fixed-price contracts with the United States Department of Defense (the “DoD”). We attempt to limit this risk by obtaining firm pricing from suppliers at the time a contract is awarded. However, if these suppliers, including steel suppliers, do not honor their contracts, then we could face margin pressure in our defense business.

We may experience losses in our access equipment segment in excess of our recorded reserves for doubtful accounts, finance and pledged finance receivables, notes receivable and guarantees of indebtedness of others.

        We have a portfolio of finance receivables with customers in our access equipment segment and we are a party to agreements whereby we guarantee the indebtedness of customers in that segment. We evaluate the collectability of open accounts, finance and pledged finance receivables, notes receivable and our guarantees of indebtedness of others based on a combination of factors and establish reserves based on our estimates of potential losses. In circumstances where we believe it is probable that a specific customer will have difficulty meeting its financial obligations, a specific reserve is recorded to reduce the net recognized receivable to the amount we expect to collect, and/or we recognize a liability for a guarantee we expect to pay, taking into account any amounts that we would anticipate realizing if we are forced to repossess the equipment that supports the customer’s financial obligations to us. We also establish additional reserves based upon our perception of the quality of the current receivables, the current financial position of our customers and past collections experience. The historical loss experience of our finance receivables portfolio is limited, however, and therefore may not be indicative of future losses, particularly during a recession. During a recession, the collateral underlying our guarantees of indebtedness of customers can decline sharply, thereby increasing our exposure to losses. We also face a concentration of credit risk as JLG’s top ten customers in fiscal 2008 represented approximately 31% of JLG’s sales. Furthermore, some of these customers are highly leveraged. In the first half of fiscal 2009, we recorded a $17.2 million charge for credit losses reflecting the economic weakness throughout the world. In the future, we may incur losses in excess of our recorded reserves if the financial condition of our customers were to deteriorate or the full amount of any anticipated proceeds from the sale of the collateral supporting our customers’ financial obligations is not realized. In addition, our cash flows and overall liquidity may be materially adversely affected if any of the financial institutions that purchase our finance receivables become unable or unwilling, due to current economic conditions, a weakening of our or their financial position or otherwise, to continue purchasing such receivables.

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If we are unable to successfully turn around the profitability of our Geesink Norba Group, then there could be material adverse effects on our financial condition, profitability and/or cash flows.

        The Geesink Norba Group, our European refuse collection vehicle business, operated at a loss in both fiscal 2007 and fiscal 2008. We have taken steps over the last two years to turn around the Geesink Norba Group business, including selling an unprofitable facility in The Netherlands during the first quarter of fiscal 2008, rationalizing a facility in Blomstermala, Sweden to consolidate Norba-branded production in The Netherlands, reducing its work force, installing new executive leadership, integrating operations with JLG, implementing lean manufacturing practices, introducing new products and outsourcing components to lower cost manufacturing sites. The turnaround of the Geesink Norba Group has taken longer than we anticipated. We incurred an operating loss at this business again in the first six months of fiscal 2009 largely due to production inefficiencies that have continued since we consolidated refuse collection vehicle production in our main facility in The Netherlands. We expect to incur additional operating losses in fiscal 2009 as we seek to improve operational efficiencies at this business. We may incur costs to improve the operational efficiencies beyond our current expectations for such costs. In addition, we cannot provide any guarantees that the Geesink Norba Group will be able to operate profitably after such activities have been completed. For example, we believe that the European refuse collection vehicle market has weakened due to the recession in Europe. If we are unable to continue to turn around the business of the Geesink Norba Group, then there could be material adverse effects on our financial condition, profitability and/or cash flows.

Our dependency on contracts with U.S. and foreign government agencies subjects us to a variety of risks that could materially reduce our revenues or profits.

        We are dependent on U.S. and foreign government contracts for a substantial portion of our business. That business is subject to the following risks, among others, that could have a material adverse effect on our operating performance:

• Our business is susceptible to changes in the U.S. defense budget, which may reduce revenues that we expect from our defense business, especially in light of a new U.S. President taking office in January 2009.

• The U.S. government may not appropriate funding that we expect for our U.S. government contracts, which may prevent us from realizing revenues under current contracts or receiving additional orders that we anticipate we will receive.

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• Most of our government contracts are fixed-price contracts, and our actual costs may exceed our projected costs, which could result in lower profits or net losses under these contracts.

• We are required to spend significant sums on product development and testing, bid and proposal activities and pre-contract engineering, tooling and design activities in competitions to have the opportunity to be awarded these contracts.

• Competitions for the award of defense truck contracts are intense, and we cannot provide any assurance that we will be successful in the defense truck procurement competitions in which we participate.

• Certain of our government contracts could be suspended, opened for competition or terminated and all such contracts expire in the future and may not be replaced, which could reduce expected revenues from these contracts.

• Our defense products undergo rigorous testing by the customer and are subject to highly technical requirements. Any failure to pass these tests or to comply with these requirements could result in unanticipated retrofit costs, delayed acceptance of trucks or late or no payments under such contracts.

• Our government contracts are subject to audit, which could result in adjustments of our costs and prices under these contracts.

• Our defense truck contracts are large in size and require significant personnel and production resources, and when such contracts end, we must make adjustments to personnel and production resources.

• We periodically experience difficulties with sourcing sufficient vehicle carcasses to maintain our defense truck remanufacturing schedule, which can create uncertainty for this area of our business.

Our objective is to expand international operations, the conduct of which subjects us to risks that may have a material adverse effect on our business.

        Expanding international sales is a part of our growth strategy. International operations and sales are subject to various risks, including political, religious and economic instability, local labor market conditions, the imposition of foreign tariffs and other trade barriers, the impact of foreign government regulations and the effects of income and withholding taxes, governmental expropriation and differences in business practices. We may incur increased costs and experience delays or disruptions in product deliveries and payments in connection with international manufacturing and sales that could cause loss of revenues and earnings. In addition, we are increasingly subject to export control regulations, including, without limitation, the United States Export Administration Regulations and the International Traffic in Arms Regulations. Unfavorable changes in the political, regulatory and business climate could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows.

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We are subject to fluctuations in exchange rates and other risks associated with our non-U.S. operations that could adversely affect our results of operations and may significantly affect the comparability of our results between financial periods.

        For the six months ended March 31, 2009, approximately 20% of our net sales were attributable to products sold outside of the United States, including approximately 10% that involved export sales from the United States. The majority of export sales are denominated in U.S. dollars. Sales outside the United States are typically made in the local currencies of those countries. Fluctuations in foreign currency can have an adverse impact on our sales and profits as amounts that are measured in foreign currency are translated back to U.S. dollars. In addition, we have sales of inventory denominated in U.S. dollars to certain of our subsidiaries that have functional currencies other than the U.S. dollar. The exchange rates between many of these currencies and the U.S. dollar have fluctuated significantly in recent years and may fluctuate significantly in the future. Such fluctuations, in particular those with respect to the Euro, the U.K. pound sterling and the Australian dollar, may have a material effect on our net sales, financial condition, profitability and/or cash flows and may significantly affect the comparability of our results between financial periods. Any appreciation in the value of the U.S. dollar in relation to the value of the local currency will adversely affect our revenues from our foreign operations when translated into U.S. dollars. Similarly, any appreciation in the value of the U.S. dollar in relation to the value of the local currency of those countries where our products are sold will increase our costs in our foreign operations, to the extent such costs are payable in foreign currency, when translated into U.S. dollars.

A disruption or termination of the supply of parts, materials, components and final assemblies from third-party suppliers could delay sales of our vehicles and vehicle bodies.

        We have experienced, and may in the future experience, significant disruption or termination of the supply of some of our parts, materials, components and final assemblies that we obtain from sole source suppliers or subcontractors or incur a significant increase in the cost of these parts, materials, components or final assemblies. This risk is increased in the current difficult economic environment and tight credit conditions. Such disruptions, terminations or cost increases could delay sales of our vehicles and vehicle bodies and could result in a material adverse effect on our net sales, financial condition, profitability and/or cash flows. This risk is particularly serious with respect to our suppliers who participate in the automotive industry, from whom we obtain a significant portion of our parts, materials, components and final assemblies. Suppliers to the automotive industry have been severely impacted by the financial difficulties of auto manufacturers, the economic environment and credit conditions and face potential failure if the auto manufacturers’ business, the economic environment and credit conditions do not improve.

An impairment in the carrying value of goodwill and other indefinite-lived intangible assets could negatively affect our operating results.

        Even after the impairment charges in the third quarter of fiscal 2008 and second quarter of fiscal 2009, we have a substantial amount of goodwill and purchased intangible assets on our balance sheet as a result of acquisitions we have completed. The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of indefinite-lived intangible assets represents the fair value of trademarks and trade names as of the acquisition date. Goodwill and indefinite-lived intangible assets expected to contribute indefinitely to our cash flows are not amortized, but must be evaluated for impairment at least annually. If the carrying value exceeds current fair value as determined based on the discounted future cash flows of the related business, the goodwill or intangible asset is considered impaired and is reduced to fair value via a non-cash charge to earnings. Events and conditions that could result in impairment include changes in the industries in which we operate, particularly the impact of the current global recession and credit crisis, as well as competition and advances in technology, further sustained declines in the price of our common stock, adverse changes in the regulatory environment, or other factors leading to reductions in expected long-term sales or profitability. If the value of goodwill or indefinite-lived intangible assets is impaired, our earnings could be adversely affected.

Changes in regulations could adversely affect our business.

        Both our products and the operation of our manufacturing facilities are subject to statutory and regulatory requirements. These include environmental requirements applicable to manufacturing and vehicle emissions, government contracting regulations and domestic and international trade regulations. A significant change to these regulatory requirements could substantially increase manufacturing costs or impact the size or timing of demand for our products, all of which could make our business results more variable.

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We are the defendant in several class action lawsuits.

        On and after September 19, 2008, several shareholder class action lawsuits were filed against us and our Chairman and Chief Executive Officer and a Director, Robert G. Bohn. The complaints allege securities law violations and seek unspecified damages relating to the substantial reduction in our stock price on and after June 26, 2008. Each of the complaints alleges that we made material false statements and omissions relating to our operations and performance prior to our June 26, 2008 announcement that we were lowering our earnings expectations for the third quarter of fiscal 2008 from income of $1.40 to $ 1.50 per share to a loss of $1.22 to $1.32 per share and that we were recording intangible asset impairment charges related to the Geesink Norba Group. The uncertainty associated with substantial unresolved lawsuits could harm our business, financial condition and reputation. The defense of the lawsuits could result in the diversion of management’s time and attention away from business operations and negative developments with respect to the lawsuits could cause a decline in the price of our stock. In addition, although we believe the lawsuits are without merit and we intend to vigorously defend against them, the uncertainties of litigation may cause us to settle or otherwise make payments that could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows.

Competition in our industries is intense and we may not be able to continue to compete successfully.

        We operate in highly competitive industries. Several of our competitors have greater financial, marketing, manufacturing and distribution resources than us and we are facing competitive pricing from new entrants in certain markets. Our products may not continue to compete successfully with the products of competitors, and we may not be able to retain or increase our customer base or to improve or maintain our profit margins on sales to our customers, all of which could adversely affect our net sales, financial condition, profitability and/or cash flows.

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 April 30, 2009.

(99.2) Script for conference call held April 30, 2009.

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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:  April 30, 2009	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 April 30, 2009

Exhibit
Number

(99.1) Oshkosh Corporation Press Release dated April 30, 2009.

(99.2) Script for conference call held April 30, 2009.

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 REPORTS FISCAL 2009
SECOND QUARTER RESULTS

        OSHKOSH, WI – (April 30, 2009) – Oshkosh Corporation (NYSE: OSK), a leading manufacturer of specialty vehicles and vehicle bodies, today reported fiscal 2009 second quarter net sales of $1.3 billion and a net loss of $17.7 million, or $0.24 per share, excluding non-cash intangible asset impairment charges¹ compared with earnings per share of $0.97 on net sales of $1.8 billion and net income of $72.6 million for the second quarter of fiscal 2008. Including previously announced pre-tax non-cash impairment charges of $1.20 billion ($15.78 per share, net of taxes) related to goodwill and other long-lived assets, the Company reported a net loss of $1.19 billion, or $16.02 per share, for the second quarter of fiscal 2009.

        “Our defense, Pierce fire apparatus and airport products businesses all delivered double-digit revenue increases and higher operating income in the second quarter,” said Robert G. Bohn, Oshkosh Corporation chairman and chief executive officer. “These gains and significant additional cost reduction actions implemented in the quarter were not enough to overcome sharply lower demand at a number of our other businesses, particularly those serving construction-related markets, like our access equipment and concrete placement businesses. As a result, we posted a net loss of 24 cents per share, excluding the impact of the non-cash impairment charges that were recorded in the quarter.

        “While the global recession has had a significant impact on several of our businesses, we have been working diligently to manage through this challenging environment. During the quarter we implemented additional cost reductions to increase our expected fiscal 2009 savings from $150 million to more than $200 million. Even with these aggressive actions, the effects of the global recession and credit crisis lead us to believe Oshkosh will record a net loss for the full fiscal year, excluding the impact of the impairment charges recorded in the second fiscal quarter. We remain committed to continue doing what is necessary to further reduce our cost structure, drive operational improvements and increase cash generation to manage the business through this period of economic weakness,” added Bohn.

¹     Further information regarding operating results including impairment charges and related reconciliations of these non-GAAP financial measures to the most comparable GAAP measures can be found under the caption “Non-GAAP Financial Measures” in this press release, which should be thoroughly reviewed.

Oshkosh Corporation Reports Fiscal 2009 Second Quarter Results
April 30, 2009
Page 2

        “Although we have reduced our outlook, we believe we are gaining share in many of our businesses, which is important in challenging times. Additionally, we are working on several exciting opportunities in our defense segment and throughout the Company that will position the business for the eventual economic recovery,” concluded Bohn.

        The Company reported that consolidated net sales in the second quarter of fiscal 2009 decreased 26.9 percent compared with last year’s second quarter. The lower sales were the result of a decrease in sales in the Company’s access equipment and commercial segments, offset in part by double-digit growth in the Company’s defense, domestic fire apparatus and airport products businesses.

        Operating income, excluding impairment charges¹, decreased 86.5 percent to $22.6 million, or 1.7 percent of sales, for the second quarter of fiscal 2009 compared with operating income of $168.2 million, or 9.5 percent of sales, in the prior year quarter. Higher operating income in the defense segment combined with lower consolidated operating expenses were not enough to offset a loss in the access equipment segment. Including impairment charges, the Company reported an operating loss of $1.18 billion.

        During the second fiscal quarter, the Company determined that goodwill and other long-lived assets were impaired at a number of the Company’s reporting units. This determination was based upon a sustained decline in the price of the Company’s common stock subsequent to the Company’s fiscal 2008 year end when its share price approximated book value, depressed order rates during the second quarter which historically has been a strong period for orders in advance of the North American construction season, as well as further deterioration in credit markets and the macro-economic environment. The Company previously announced that it expected to record impairment charges of between $1.20 billion and $1.50 billion in its second fiscal quarter. Following the completion of the impairment assessment, which was performed with the assistance of a third party valuation firm, the Company recorded pre-tax non-cash impairment charges of $1.20 billion in the second fiscal quarter. These charges were driven by current projections and valuation assumptions that reflect the Company’s belief that the current recession will be deeper and longer than previously expected, that credit markets will remain tight and that costs of capital have risen significantly since the Company last performed its annual impairment testing. Despite the requirement to record an impairment charge, the Company believes the long-term prospects for its businesses remain strong.

        Factors affecting second quarter results for the Company’s business segments included:

        Access Equipment – Access equipment segment sales decreased 69.4 percent to $249.2 million for the second quarter of fiscal 2009 compared with the prior year quarter. Sales reflected substantially lower global demand arising from tight credit markets and recessionary economies. European, African and Middle Eastern equipment sales declined about 80 percent while equipment sales elsewhere, including North America, were down about 70 percent compared with the second quarter of fiscal 2008.

        Excluding impairment charges¹, the access equipment segment incurred an operating loss of $49.1 million, or 19.7 percent of sales, for the second quarter of fiscal 2009 compared with operating income of $123.6 million, or 15.2 percent of sales, in the prior year quarter. The decrease in operating results was primarily the result of lower sales volume, higher raw material costs and adverse product mix, offset in part by lower operating expenses as a result of cost reduction initiatives. Including impairment charges, the access equipment segment reported an operating loss of $941.6 million.

Oshkosh Corporation Reports Fiscal 2009 Second Quarter Results
April 30, 2009
Page 3

        Defense – Defense segment sales increased 30.9 percent to $590.2 million for the second quarter of fiscal 2009 compared with the prior year second quarter due to the continuing requirements of the Company’s largest customer, the U.S. Department of Defense. The Company recorded a substantial increase in sales of heavy-payload tactical vehicles to the U.S. Army during the second quarter of fiscal 2009.

        Operating income in the second quarter increased 25.7 percent to $75.0 million, or 12.7 percent of sales, compared with prior year quarter operating income of $59.7 million, or 13.2 percent of sales. The decrease in operating income as a percent of sales reflected a larger percentage of sales under lower margin contracts and higher development costs, offset in part by better absorption of fixed costs and improved performance on in-theater service work.

        Fire & Emergency – Fire & emergency segment sales for the second quarter of fiscal 2009 increased 7.7 percent to $293.1 million compared with the prior year quarter. The sales increase reflected higher shipments due to increased demand at the Company’s domestic fire apparatus and airport product businesses, offset in part by weaker sales of towing and recovery equipment.

        Excluding impairment charges¹, operating income increased 20.2 percent in the second quarter to $24.7 million, or 8.4 percent of sales, compared with the prior year quarter operating income of $20.6 million, or 7.6 percent of sales. The increase in operating income during the second quarter was primarily the result of higher volume and improved product mix in the Company’s airport products business. Including impairment charges, the fire & emergency segment reported an operating loss of $96.3 million.

        Commercial – Commercial segment sales decreased 24.7 percent to $188.9 million in the second quarter of fiscal 2009 compared with the prior year quarter. The sales decrease was largely the result of an approximate 60 percent decline in sales of concrete placement products as a result of lower construction activity in North America.

        Excluding impairment charges¹, the commercial segment incurred an operating loss of $8.2 million, or 4.4 percent of sales, in the second quarter compared with an operating loss of $5.5 million, or 2.2 percent of sales, in the prior year quarter. The operating loss was primarily the result of the further, sharp decrease in concrete placement product sales in the second quarter and a $3.0 million loss at the Geesink Norba Group (Geesink), the Company’s European refuse collection vehicle business, offset in part by lower operating expenses as a result of cost reduction initiatives. Including impairment charges, the commercial segment reported an operating loss of $192.5 million.

        Corporate and other – Corporate operating expenses and inter-segment profit elimination decreased $10.4 million to $19.8 million for the second quarter of fiscal 2009 compared with the prior year quarter. The decrease was the result of lower incentive compensation and other cost reduction initiatives, including lower outside professional services, travel and recruiting costs.

        Interest expense net of interest income decreased $12.6 million to $40.9 million in the second quarter of fiscal 2009 compared with the prior year quarter largely as a result of the repayment of a portion of the borrowings incurred in connection with past acquisitions and lower interest rates prior to the effective date of the March 2009 amendment of the Company’s credit agreement. The amendment increased the spread on LIBOR loans to 600 basis points compared with 150 basis points immediately prior to the amendment. The Company used cash on hand at December 31, 2008 to reduce total debt during the second quarter by $174.4 million. During the second quarter, charges totaling $2.3 million, or $0.03 per share, were recorded related to the amendment of the Company’s credit agreement, which include non-cash charges associated with early debt repayment.

Oshkosh Corporation Reports Fiscal 2009 Second Quarter Results
April 30, 2009
Page 4

        Excluding the impact of the largely non-deductible impairment charges, the Company recorded a tax benefit in the second quarter of $3.3 million on a pre-tax loss of $21.2 million. The low tax benefit was impacted by tax expense related to the reversal of a portion of a European tax incentive of $5.8 million, offset in part by discrete tax benefits of $2.5 million related to the Company’s other foreign operations during the quarter.

Six-month Results

        Excluding impairment charges¹, the Company reported a loss of $0.52 per share for the first six months of fiscal 2009 on sales of $2.7 billion and a net loss of $38.3 million, compared with earnings per share of $1.47 for the first six months of fiscal 2008 on sales of $3.3 billion and net income of $109.9 million. Including impairment charges, the Company recorded a net loss of $1.21 billion, or $16.30 per share for the first six months of fiscal 2009. The lower sales were the result of decreases in sales at the Company’s access equipment and commercial segments due to the tight credit markets and a global recession, offset in part by strong demand for defense vehicles and armor kits.

        Excluding impairment charges¹, operating income decreased 85.7 percent to $39.7 million, or 1.5 percent of sales, in the first six months of fiscal 2009 compared with $278.1 million, or 8.5 percent of sales, in the first six months of fiscal 2008. An operating loss in the access equipment segment more than offset higher operating income in the defense segment and lower corporate expenses.

Suspension of Dividend

        Oshkosh Corporation’s Board of Directors did not declare a dividend for the third quarter of fiscal 2009. The amendment to the Company’s credit agreement in March 2009 effectively limits the Company’s ability to pay dividends to $0.01 per share per quarter; however, the Company is not likely to resume payment of dividends until there is a global economic recovery.

        The Company will comment on second quarter earnings during a conference call at 9:00 a.m. EDT this morning. Viewer-controlled slides for the call will be available on the Company’s website beginning at 8:00 a.m. EDT this morning. The call will be webcast simultaneously over the Internet. To access the webcast, listeners can go to www.oshkoshcorporation.com at least 15 minutes prior to the event and follow instructions for listening to the broadcast. An audio replay of the call and related question and answer session will be available for 12 months at this website.

About Oshkosh Corporation

        Oshkosh Corporation is a leading designer, manufacturer and marketer of a broad range of specialty access equipment, military, commercial and fire & emergency vehicles and vehicle bodies. Oshkosh’s products are valued worldwide by rental and construction companies, defense forces, fire & emergency units, municipal and airport support services, and concrete placement and refuse collection vehicle businesses where high quality, superior performance, rugged reliability and long-term value are paramount.

Oshkosh Corporation Reports Fiscal 2009 Second Quarter Results
April 30, 2009
Page 5

Non-GAAP Financial Measures

        The Company reports its financial results in accordance with generally accepted accounting principles (GAAP) in the United States of America. The Company is presenting various operating results, such as operating income (loss), operating income margin, net loss and loss per share on both a reported basis and on a basis excluding impairment charges that affect comparability of operating results. When the Company uses operating results, such as operating income (loss), operating income margin, net loss and loss per share, excluding impairment charges, they are considered non-GAAP financial measures. The Company believes excluding the impact of non-cash intangible asset impairment charges from fiscal 2009 second quarter operating results and fiscal 2009 year-to-date operating results is useful to investors to allow a more accurate comparison of the Company’s operating performance to prior year periods. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s results prepared in accordance with GAAP. The table below presents a reconciliation of the Company’s presented non-GAAP measures to the most directly comparable GAAP measures (in millions, except per share amounts):

	Three Months Ended March 31, 2009			Six Months Ended March 31, 2009
Non-GAAP operating income	$	22.6		$	39.7
Intangible asset impairment charges		(1,197.8	)		(1,197.8	)
GAAP operating loss	$	(1,175.2	)	$	(1,158.1	)
Non-GAAP net loss	$	(17.7	)	$	(38.3	)
Intangible asset impairment charges		(1,197.8	)		(1,197.8	)
Income tax benefit associated with intangible
asset impairment charges		23.5			23.5
GAAP net loss	$	(1,192.0	)	$	(1,212.6	)
Non-GAAP loss per share	$	(0.24	)	$	(0.52	)
Intangible asset impairment charges per share		(15.78	)		(15.78	)
GAAP loss per share	$	(16.02	)	$	(16.30	)
Non-GAAP access equipment segment operating loss	$	(49.1	)	$	(96.2	)
Intangible asset impairment charges		(892.5	)		(892.5	)
GAAP access equipment segment operating loss	$	(941.6	)	$	(988.7	)
Non-GAAP fire & emergency segment operating income	$	24.7		$	42.9
Intangible asset impairment charges		(121.0	)		(121.0	)
GAAP fire & emergency segment operating loss	$	(96.3	)	$	(78.1	)
Non-GAAP commercial segment operating loss	$	(8.2	)	$	(15.0	)
Intangible asset impairment charges		(184.3	)		(184.3	)
GAAP commercial segment operating loss	$	(192.5	)	$	(199.3	)

Oshkosh Corporation Reports Fiscal 2009 Second Quarter Results
April 30, 2009
Page 6

	Three Months Ended March 31, 2009			Six Months Ended March 31, 2009
Non-GAAP pre-tax loss	$	(21.2	)	$	(44.3	)
Intangible asset impairment charges		(1,197.8	)		(1,197.8	)
GAAP pre-tax loss	$	(1,219.0	)	$	(1,242.1	)
Non-GAAP benefit for income taxes	$	(3.3	)	$	(5.1	)
Income tax benefit associated with intangible
asset impairment charges		(23.5	)		(23.5	)
GAAP benefit for income taxes	$	(26.8	)	$	(28.6	)

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, including the level of the Company’s borrowing costs, the increased interest rates the Company would face if it experienced a deterioration or downgrade in credit agency ratings and the Company’s ability to maintain compliance with its financial covenants under its credit agreement; the cyclical nature of the Company’s access equipment, commercial and fire & emergency markets, especially during a global recession and credit crisis; the duration of the global recession and its adverse impact on the Company’s share price, which could lead to additional impairment charges related to many of the Company’s intangible assets; 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; the potential for commodity costs to rise sharply in a future economic recovery; risks associated with international operations and sales, including foreign currency fluctuations; the Company’s ability to turn around its Geesink business; risks related to the collectability of receivables during a recession, particularly for those businesses with exposure to construction markets; and the potential for increased costs relating to compliance with changes in laws and regulations. Additional information concerning these and other factors is contained in the Company’s filings with the Securities and Exchange Commission, including the Form 8-K filed today. All forward-looking statements speak only as of the date of this press release. The Company assumes no obligation, and disclaims any obligation, to update information contained in this press release. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.

Oshkosh Corporation Reports Fiscal 2009 Second Quarter Results
April 30, 2009
Page 7

OSHKOSH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended March 31,						Six Months Ended March 31,
	2009			2008			2009			2008
	(In millions, except per share amounts)
Net sales	$	1,295.9		$	1,772.6		$	2,682.0		$	3,272.5
Cost of sales		1,154.3			1,449.5			2,389.0			2,697.4
Gross income		141.6			323.1			293.0			575.1
Operating expenses:
Selling, general and administrative		103.2			138.2			221.2			261.6
Amortization of purchased intangibles		15.8			16.7			32.1			35.4
Asset impairment charges		1,197.8			--			1,197.8			--
Total operating expenses		1,316.8			154.9			1,451.1			297.0
Operating (loss) income		(1,175.2	)		168.2			(1,158.1	)		278.1
Other income (expense):
Interest expense		(41.9	)		(55.0	)		(86.7	)		(111.3	)
Interest income		1.0			1.5			2.7			3.3
Miscellaneous, net		(2.9	)		(3.5	)		--			(5.6	)
		(43.8	)		(57.0	)		(84.0	)		(113.6	)
(Loss) income before (benefit) provision
for income taxes, equity in earnings of
unconsolidated affiliates and minority interest		(1,219.0	)		111.2			(1,242.1	)		164.5
(Benefit) provision for income taxes		(26.8	)		40.8			(28.6	)		58.9
(Loss) income before equity in earnings of
unconsolidated affiliates and
minority interest		(1,192.2	)		70.4			(1,213.5	)		105.6
Equity in earnings of unconsolidated
affiliates, net of income taxes		--			1.9			0.5			3.7
Minority interest, net of income taxes		0.2			0.3			0.4			0.6
Net (loss) income	$	(1,192.0	)	$	72.6		$	(1,212.6	)	$	109.9
(Loss) earnings per share
Basic	$	(16.02	)	$	0.98		$	(16.30	)	$	1.49
Diluted	$	(16.02	)	$	0.97		$	(16.30	)	$	1.47
Basic weighted average shares outstanding		74.4			73.9			74.4			73.9
Effect of dilutive stock options and
incentive compensation awards		--			1.0			--			1.0
Diluted weighted average shares outstanding		74.4			74.9			74.4			74.9

Oshkosh Corporation Reports Fiscal 2009 Second Quarter Results
April 30, 2009
Page 8

OSHKOSH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	March 31, 2009			September 30, 2008
	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	107.7		$	88.2
Receivables, net		639.4			997.8
Inventories, net		915.5			941.6
Deferred income taxes		74.8			66.6
Other current assets		71.6			58.2
Total current assets		1,809.0			2,152.4
Investment in unconsolidated affiliates		38.3			38.1
Property, plant and equipment		747.4			756.4
Less accumulated depreciation		(333.5	)		(303.1	)
Property, plant and equipment, net		413.9			453.3
Goodwill		1,063.3			2,274.1
Purchased intangible assets, net		992.6			1,059.9
Other long-term assets		128.2			103.7
Total assets	$	4,445.3		$	6,081.5
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Revolving credit facility and current maturities
of long-term debt	$	26.2		$	93.5
Accounts payable		478.9			639.9
Customer advances		436.9			296.8
Payroll-related obligations		67.4			104.8
Income taxes payable		6.7			11.1
Accrued warranty		80.4			88.3
Other current liabilities		214.3			228.8
Total current liabilities		1,310.8			1,463.2
Long-term debt, less current maturities		2,491.9			2,680.5
Deferred income taxes		279.2			308.9
Other long-term liabilities		288.2			237.0
Commitments and contingencies
Minority interest		2.6			3.3
Shareholders’ equity		72.6			1,388.6
Total liabilities and shareholders’ equity	$	4,445.3		$	6,081.5

Oshkosh Corporation Reports Fiscal 2009 Second Quarter Results
April 30, 2009
Page 9

OSHKOSH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Six Months Ended March 31,
	2009			2008
	(In millions)
Operating activities:
Net (loss) income	$	(1,212.6	)	$	109.9
Non-cash asset impairment charges		1,197.8			--
Other non-cash adjustments		60.1			66.2
Changes in operating assets and liabilities		279.1			(149.2	)
Net cash provided by operating activities		324.4			26.9
Investing activities:
Additions to property, plant and equipment		(14.6	)		(44.7	)
Additions to equipment held for rental		(2.2	)		(8.5	)
Proceeds from sale of property, plant and equipment		3.8			2.7
Proceeds from sale of equipment held for rental		3.5			6.4
Contribution of capital to unconsolidated affiliates		(1.1	)		--
(Increase) decrease in other long-term assets		(0.1	)		0.1
Net cash used by investing activities		(10.7	)		(44.0	)
Financing activities:
Repayment of long-term debt		(213.5	)		(0.6	)
Net repayments under revolving credit facility		(40.3	)		(1.3	)
Debt amendment costs		(20.0	)		--
Purchase of common stock		(0.1	)		--
Proceeds from exercise of stock options		0.1			4.3
Excess tax benefits from stock-based compensation		--			2.8
Dividends paid		(14.9	)		(14.8	)
Net cash used by financing activities		(288.7	)		(9.6	)
Effect of exchange rate changes on cash		(5.5	)		3.5
Increase (decrease) in cash and cash equivalents		19.5			(23.2	)
Cash and cash equivalents at beginning of period		88.2			75.2
Cash and cash equivalents at end of period	$	107.7		$	52.0
Supplementary disclosure:
Depreciation and amortization	$	73.8		$	76.2

Oshkosh Corporation Reports Fiscal 2009 Second Quarter Results
April 30, 2009
Page 10

OSHKOSH CORPORATION
SEGMENT INFORMATION
(Unaudited)

	Three Months Ended March 31,						Six Months Ended March 31,
	2009			2008			2009			2008
	(In millions)						(In millions)
Net sales:
Access equipment	$	249.2		$	813.1		$	617.6		$	1,423.6
Defense		590.2			450.8			1,134.0			849.1
Fire & emergency		293.1			272.3			564.2			544.9
Commercial		188.9			250.9			421.1			481.3
Intersegment eliminations		(25.5	)		(14.5	)		(54.9	)		(26.4	)
Consolidated	$	1,295.9		$	1,772.6		$	2,682.0		$	3,272.5
Operating (loss) income:
Access equipment	$	(941.6	)	$	123.6		$	(988.7	)	$	184.7
Defense		75.0			59.7			148.7			123.6
Fire & emergency		(96.3	)		20.6			(78.1	)		42.8
Commercial		(192.5	)		(5.5	)		(199.3	)		(15.7	)
Corporate and other		(19.8	)		(30.2	)		(40.7	)		(57.3	)
Consolidated	$	(1,175.2	)	$	168.2		$	(1,158.1	)	$	278.1
	March 31,
	2009			2008
	(In millions)
Period-end backlog:
Access equipment	$	98.5		$	905.6
Defense		2,422.5			1,508.0
Fire & emergency		680.4			624.7
Commercial		132.1			248.1
Consolidated	$	3,333.5		$	3,286.4

####

EX-99.2

Second Quarter 2009 Earnings
Conference Call
April 30, 2009

Pat Davidson

Good morning and thanks for joining us. Earlier today, we published our second quarter results for fiscal 2009. A copy of the release is available on our website at www.oshkoshcorporation.com. Today’s call is being webcast and is accompanied by a slide presentation, which is also available on our website. The audio replay and slide presentation will be available on our website for approximately 12 months. Please refer now to slide 2 of that slide presentation.

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 Form 8-K filed with the SEC this morning and other filings we make with the SEC. 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.

On March 31, we announced that we would be recording non-cash asset impairment charges of approximately $1.2 to $1.5 billion in our second fiscal quarter. The actual amount of the impairment charges totaled $1.20 billion, pre-tax, and $1.17 billion, net of tax. Unless stated otherwise, all figures and data that we discuss today will relate to our performance excluding the non-cash asset impairment charges. For the purposes of our discussion today, we believe that excluding the impairment charges is the best way for you, the participants on this call, to better understand our operating performance.

A reconciliation of these non-GAAP measures to the most comparable GAAP measures can be found in the last slide of our presentation as well as in our earnings release, both of which are available on our website.

Presenting today for Oshkosh Corporation will be Bob Bohn, our Chairman and Chief Executive Officer; Charlie Szews, President and Chief Operating Officer; and Dave Sagehorn, Executive Vice President and Chief Financial Officer.

Page 1

Let’s begin by turning to slide 3 and I’ll turn it over to Bob.

Bob Bohn

Proactive Management Continued

Thank you, Pat. Good morning and thank you all for joining us today. Oshkosh, similar to most companies, continues to face a series of challenges caused by weak end markets and other factors that are related in some way to the global recession and tight credit availability. In response to these challenges, we are continually striving to capture potential sales opportunities, reduce our cost structure and drive cash flow generation to sustain the business during these uncertain times.

There were several notable activities completed by Oshkosh during the quarter that demonstrate our proactive management during these difficult times. One of the most important for many of our investors was the amendment to our credit agreement. Obviously, we would have preferred to avoid seeking an amendment, but we are pleased with the outcome, especially given the difficult credit environment in which we were negotiating.

In connection with the amendment of our credit agreement, we agreed to limit capital spending and dividends. Our Board has subsequently decided to suspend payment of dividends at this time.

We continued work on cost reduction actions during the quarter, raising our expected fiscal 2009 overhead and operating expense savings from $150 million to more than $200 million. We expect to achieve this higher level of cost reduction by implementing comprehensive actions that touch all areas of the company. Since our last earnings call in January, we have reduced wages for all salaried domestic employees, with larger wage reductions at the senior executive level. Furthermore, we have:

• Eliminated all bonuses for fiscal 2009,

• Implemented periodic furloughs for salaried and production employees at corporate and in most businesses in the company,

• Eliminated our 401(k) match for fiscal 2009 for most employees, and

• Implemented further reductions to marketing, information technology, travel and other spending.

Page 2

We’ve also reached agreements with our suppliers to roll back virtually all material cost increases that were granted in fiscal 2008 and early fiscal 2009, when commodity costs were rising sharply. We expect the benefits of lower negotiated costs to phase in over the remainder of fiscal 2009 as we burn off inventories of higher cost materials. This was a significant effort. I thank our team and our supply chain partners for supporting us in this important project.

The efforts of our supply chain professionals are being matched by our sales teams as they pursue additional revenue opportunities. Our sales teams are focused on every potential profitable sale and I am proud of their drive and determination. We are continuing to see share gains in several of our key markets, which we would expect, as many customers tend to migrate to market leaders in challenging times.

Additionally, we’ve been accelerating our lean activities and are pleased that we’ve been making strides in improving our production lead-times at a number of our businesses. These improvements allow us to be more flexible and responsive to the volatile demand we’ve experienced during this recession.

We also continued to focus on cash generation. We were able to reduce our inventories by $75 million in the second quarter. That’s no small feat when considering that demand in some of our businesses was down 70% to 80% in the quarter. This reflects improvements to our sales, inventory and operations planning processes as we seek to be more nimble to react to changing demand. And, we have sold and offered for sale various facilities that have been idled during this downturn. We will continue to pursue every avenue for cash generation.

We believe that our actions to reduce costs, coupled with our sales and cash flow outlook and recent amendment to our credit agreement, will allow us to weather the current economic storm. We will simply do what is necessary to work through this period of prolonged economic weakness.

Let’s turn to the next slide and review the quarter.

Page 3

Oshkosh Fiscal Q2 2009 Results

Our sales in the second fiscal quarter reflect what has been happening with the broader economy. Significant sales growth in our defense segment as well as certain other businesses wasn’t enough to overcome significantly lower sales in many of our other businesses, particularly those with exposure to construction markets. For the quarter, we reported net sales of $1.3 billion, a decline of 26.9% from last year’s second quarter. Our lower sales led to operating income of $22.6 million and a net loss of $17.7 million, excluding the non-cash impairment charges of $1.20 billion that we took in the quarter.

We’re obviously disappointed with the need to record these impairment charges, but the greater severity of the global recession compared to our previous expectations coupled with a near-term outlook for a number of our businesses that is lower than we previously anticipated and our low share price over a prolonged period of time led us to test for impairment. At the end of the second quarter, our share price had been below book value for approximately six months, which is generally viewed as the point at which this becomes an indicator of impairment. We continue to believe that our Company and our market leading businesses have strong, long-term prospects and will perform well in the next economic upturn. We had a very successful track record prior to this deep recession, and we will put forth every effort to restore that track record going forward.

In spite of the disappointing results in the second quarter, we used available cash to reduce our debt by $174.4 million in the quarter and we remain committed to driving additional debt reduction in the remainder of fiscal 2009. I mentioned that our inventories were down sequentially $75 million since last quarter and they were down more than $250 million since last year’s second fiscal quarter. We must remain diligent and focused as we work to continue reducing this component of working capital.

Please turn to slide 5 and I’ll provide our view on current business conditions.

Fiscal 2009 Business Conditions

Looking ahead into the second half of fiscal 2009, we expect first half trends to largely continue. Namely, we have strong backlogs in defense, fire apparatus, airport products and domestic refuse collection vehicles to permit these businesses to perform well in the second half of fiscal 2009. And, we have multiple new sales opportunities in these businesses, from the Mine Resistant Ambush Protected (“MRAP”) All-Terrain Vehicle or (“M-ATV”) competition in our defense segment to compressed natural gas conversions in our commercial segment, as well as lean initiatives to further enhance performance.

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Conversely, our access equipment and concrete placement businesses are facing more severe downturns than at any time in their histories. General economic weakness and tight credit are also hurting sales in these and most of our other product lines.

So, we plan to do what it takes over the next 6-12 months to manage through the worst recession since the Great Depression and lay the groundwork for all our businesses to emerge stronger in the eventual economic recovery.

With that, I will turn it over to Charlie for a more detailed discussion by segment.

Charlie Szews

Thanks Bob. Please turn with me to slide 6 and we’ll get started.

Access Equipment

In the second quarter, we experienced the full force of the global recession in our access equipment segment. Never before has JLG experienced as rapid a decline in demand as in this recession. Equipment sales were down roughly 80% in Europe, 70% in North America and 70% in the rest of the world in the second quarter. Our sales teams were on every major deal, but passed on some that just made no economic sense. There remains too much inventory in the industry, and that is driving some desperate deal making. We were forced to make multiple downward adjustments to our production schedules during the quarter to reflect much lower demand than we had expected.

We believe that equipment utilization and rental rates, which were down only modestly in our first fiscal quarter, are now noticeably lower. Limited credit availability and general uncertainty about the economy have forced some customers to the sidelines, while others have chosen to conserve their capital and age their rental fleet assets.

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Now, we do expect a small seasonal uptick in our access equipment business in our third fiscal quarter as weather permits more construction activity and refurbishment. And, recent openings of modest sales and service centers in Sao Paulo, Brazil, Perth, Australia, New Delhi, India and Singapore should support our sales efforts in markets that are relatively solid, or just beginning to understand the value proposition from the use of access equipment.

As we consider where and when the U.S. stimulus package might impact our businesses, we do not expect to realize any substantial positive impact to our access equipment business in fiscal 2009. However, we are hopeful that projects funded with stimulus package money will start and contractors will begin buying and renting JLG equipment for use sometime in our fiscal 2010. At this time, we cannot make an estimate on how much that impact would be in terms of revenues.

We were aggressive in addressing the economic downturn by lowering staffing levels early, generally reducing our cost structure and curtailing production. Bob described the results of additional rounds of cost reductions during the quarter in response to sustained weak demand, as well as our efforts to roll back material cost increases granted in fiscal 2008. We’ve now reduced staffing at JLG by more than 40%, and greater than 50% on a full-time-equivalent basis when considering production shutdowns and furloughs. We will do what’s necessary to manage this business during this deep recession, but as the industry leader, we will retain critical support for our customers.

Please move with me to slide 7 and let’s take a look at defense.

Defense

There is a lot of good news in our defense segment, which posted another strong quarter driven by new vehicle sales. We welcomed a new segment president, Andy Hove, into the company and put him to work right away, getting involved in our efforts to retrofit many of the U.S. Department of Defense (“DoD”), MRAP vehicles with our TAK-4™ independent suspension, our M-ATV bid as well as other opportunities. We expect Andy to help elevate our performance in some of these and other defense contract competitions, and we are excited to have him on board.

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We were pleased to announce two weeks ago, a $122 million subcontract to upgrade Force Protection Inc. MRAPs with our TAK-4 independent suspensions. Our TAK-4 outperformed other suspension alternatives in off-road competition, and provided significant improvement to MRAP mobility in even the toughest terrains. This is the same suspension that has made our Medium Tactical Vehicle Replacement or “MTVR” for the Marine Corps a preferred choice for off-road missions and has improved the capability of numerous Pierce fire trucks and Oshkosh aircraft rescue and firefighting vehicles. We are actively testing this suspension on another MRAP vehicle and would be proud to support the troops if we are called upon for the retrofit of this and other MRAP models.

We have a solid backlog in defense and the recent fiscal 2009 supplemental funding request gives us visibility well into our next fiscal year. If the president’s supplemental request were to be passed as it currently has been published, we would have capacity to supply the vehicles in the request and have capacity for additional products, should we win any of the competitions that we are currently involved in.

We continue to pursue the M-ATV competition. The program calls for a minimum of 2,080 vehicles, and at this time, we anticipate a final decision sometime in May or June. Whether the decision is for a lone supplier or a dual source, we are ready and more than able to supply the DoD what they would need. Our M-ATV delivers extreme off-road mobility and features armor from Plasan, the company that has supplied armor for more than 5,000 MRAPs. Also, our vehicle features the same TAK-4 independent suspension currently being retrofitted onto existing MRAPs.

Finally, we delivered five MTVR-based units to the Australian Defence Force (“ADF”) in the first week of April for the Land 121 competition. To remind you, the ADF basically reopened this competition when the initial preferred bidder was unable to deliver a truck that adequately met the requirements. These vehicles will be tested for approximately 9 months, and then the ADF will inform us of the next phases of the competition.

I’d like to close the defense update by thanking John Stoddart for his many years of hard work, dedication and leadership of our defense segment. John retired as president of the segment in February after nearly 14 years of service with Oshkosh and while his gregarious presence will be difficult to replace, we believe we have the right leader in Andy Hove.

Please turn to slide 8 to discuss our fire & emergency segment.

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Fire & Emergency

Pierce fire apparatus and our airport products business both experienced another strong quarter as they continue to outperform the competition in difficult markets.

While we have a full backlog at Pierce for fiscal 2009, we did start to see the slowdown in order rates that we talked about on the last conference call. However, we expect Pierce to continue to gain share in this weaker municipal spending environment as we capitalize on multiple recent product launches and an energized sales team.

Both Pierce and Medtec were well represented last week at the 2009 Fire Department Instructors Conference show in Indianapolis. Pierce continues to stand out in the industry with fifteen new and exciting products. Most notably are the Responder, a value-priced commercial pumper launched to serve the needs of firefighters in rural locations, another extension to the PUC lineup with a 105’ steel ladder and a rear mount 100’ aluminum platform aerial.

The airport products business once again had brisk order activity in the second fiscal quarter, particularly in international markets to support global airport expansion and replacement needs. The longer term outlook for this business remains strong, in part, because we are confident in our belief that airport building projects in non-U.S. markets will continue. For example, China’s airport authority has not stopped building new airports and the country is still expected to add more than 90 new airports by 2020.

Several businesses in this segment continue to be challenged in the current economic environment. We’re focused on driving operational improvements at these businesses, and pursuing adjacent markets, to help improve their profitability in both good times and in bad.

Please turn to slide 9 for a discussion of our commercial segment.

Commercial

Much like the situation affecting our access equipment business, our concrete placement business is facing an industry that is simply not spending on new equipment. Since our last conference call, we’ve continued to work on lowering the cost structure in this business with an objective of driving profitability during difficult times. We are the market leader in North American concrete mixer sales and will continue to do the things we believe we need to do to weather the current storm, until the eventual upturn in the market. Our service truck business is also experiencing weak demand for its products as the economy has impacted more and more businesses.

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Domestic refuse collection vehicle (“RCV”) demand remains relatively stable in a market that has started to feel the effects of the weak economy and softer municipal spending. Our strong position with larger private fleet customers is aiding our performance. Additionally, we recently received our first order for RCVs from New York City and we expect to begin shipping those units in our third fiscal quarter. We continue to be cautious; however, as we believe the economy could increasingly impact orders in this business.

We continue to be excited by customer response to our compressed natural gas (“CNG”) vehicles. We are seeing more and more requests for reduced emissions CNG-powered vehicles. We are uniquely positioned to offer these configurations to companies and municipalities that are looking for economical solutions with reduced emissions. McNeilus just won a bid with Groot in the Chicago area for 20 vehicles and we are involved in several other CNG bid competitions.

With respect to any impact from the U.S. government’s economic stimulus package, we have a positive outlook for this segment, but it’s a mixed bag for timing. Much like what we said regarding our access equipment business, we do not expect significant impact in fiscal 2009 for our concrete products business. We are more optimistic that 2010 will bring projects that should create demand for batch plants and mixer trucks. Furthermore, we are excited about direct and indirect stimulus funding for alternative fuel vehicle purchases, especially for our CNG-powered RCVs. Exact amounts and timing are tough to predict at this time, but we think that there will be some amount of sales in fiscal 2009 that will result from this funding.

To wrap up in this segment, I’ll note that we’re making progress in improving efficiencies at the Geesink Norba Group as we consolidate manufacturing in The Netherlands. We are in the process of further reducing staffing at this business.

That’s a brief overview of our operations. Dave, please take it from here.

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Dave Sagehorn

Thanks Charlie and good morning everyone.

Please turn to slide 10.

Credit Agreement Amendment Highlights

Before I take you through our financial results, I would like to review the highlights of the recently completed amendment to our credit agreement.

Of course, the reason we completed the amendment was to provide ourselves with headroom under our financial covenants, namely our leverage and interest coverage ratios. Since we completed the amendment, we’ve been asked about how much room we have under our covenants. Credit markets currently aren’t conducive to setting covenant levels that you can drive a truck through, but we’re committed to doing what we believe it will take to avoid violating a covenant. The non-cash impairment charges we recorded in the second quarter have no impact on our financial covenants or on our cash flow.

Post-amendment, our interest rate spread is LIBOR+600 basis points, or approximately 450 basis points higher than immediately prior to the amendment. For much of the past year, our LIBOR spread was 175 basis points, so on a blended basis, the new spread is closer to 425 basis points higher compared to the prior 12 months. And we don’t have a LIBOR floor. This rate will go up by another 50 bps if we are downgraded and put on negative watch by either Moody’s or S&P. The approximately $20 million in fees that we paid upfront for the amendment are being amortized over the remaining life of the credit agreement.

The amendment also limits our ability to make capital expenditures, pay dividends and make acquisitions.

As Bob noted earlier, we’re pleased to have the amendment behind us.

Now, let’s turn to slide 11 and take a look at our financial performance.

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Consolidated Results

Consolidated net sales of $1.3 billion for the second fiscal quarter were down 26.9% compared to the second fiscal quarter of last year, as increased sales in our defense and fire & emergency segments were not enough to offset significantly lower sales in our access equipment and commercial segments. The decline in operating margin was primarily due to significantly lower absorption of fixed costs due to lower sales, higher priced materials that are still working their way through the system, especially at our access equipment segment and an adverse sales mix. We also recorded $3.8 million of restructuring costs in the quarter. Partially offsetting these items were lower operating expenses as a result of our cost cutting efforts. Operating expenses in the second fiscal quarter were 23.2% lower than the prior year quarter. In total, we recorded a net loss per share for the quarter of $0.24.

Interest expense decreased by $12.6 million in the second fiscal quarter compared to the prior year quarter due to lower debt outstanding and lower interest rates prior to completing our credit agreement amendment. Interest expense will go up substantially beginning with our third fiscal quarter, despite lower borrowings, as a result of the amendment to our credit agreement.

We recorded a tax benefit in the quarter of $3.3 million, or 15.7% of the pre-tax loss. The reduction in the effective tax rate from more typical levels was largely the result of the reversal of a portion of a European tax incentive. This was partially offset by discrete tax benefits during the quarter related to the Company’s other foreign operations.

As Bob mentioned earlier, we paid down $174.4 million in debt during the quarter and had $107.7 million of cash and short term investments on-hand at March 31. The whole Oshkosh team remains fully committed to delivering debt reduction in both up and down markets.

Now, let’s take a look at each of the segments in detail.

Please turn to slide 12.

Access Equipment

Access equipment sales were $249.2 million in the second fiscal quarter, down 69.4% compared to the same period last year. The new equipment sales decline was most severe in our Europe, Africa and Middle East (“EAME”) region, which was down about 80%. Equipment sales in North America and the rest of the world were each down about 70% in the quarter. Sales of aerial work platforms, which generally have higher margins than telehandlers, were down a greater percentage than telehandlers as a decrease in non-residential construction continued to catch up to the downturn in residential construction.

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The segment recorded an operating loss of $49.1 million, compared to operating income of $123.6 million in the prior year quarter. Similar to the first fiscal quarter of 2009, operating margin was negatively impacted by sharply lower volumes and the related under absorption of fixed costs, unrecovered material cost increases, which negatively impacted margins by approximately 700 basis points, and a product mix shift to a higher percentage of lower margin telehandlers. While steel and other commodity costs have decreased and we are now buying at levels that are comparable to last year’s costs before the run up in commodity costs, the access equipment segment still has a significant portion of its inventory that is comprised of higher cost material that will need to work through the income statement. Our cost reduction efforts have helped to offset some of the impact of lower sales in this segment.

Backlog for access equipment was $98.5 million at March 31, 2009, a decrease of 89.1% compared to March 31, 2008. The current backlog reflects the extremely cautious approach customers are taking at the current time.

Please turn to slide 13.

Defense

Defense segment sales were $590.2 million, up 30.9% compared to last year’s second fiscal quarter, due to continued strong demand from the DoD for new trucks. Operating income increased 25.7% to $75.0 million, compared to $59.7 million in the prior year quarter.

Operating income margin in the quarter declined to 12.7%, compared to 13.2% in the second quarter of fiscal 2008. The decrease in operating income margin was largely a result of a higher percentage of sales this quarter from truck shipments under the lower margin Family of Heavy Tactical Vehicles (“FHTV”) contract, as well as costs to support several programs that our defense group is pursuing.

Backlog in this segment was $2.4 billion at March 31, 2009, up 60.6% compared to March 31, 2008. The increase in backlog was largely the result of several large contract awards for our FHTV products.

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Please turn to slide 14.

Fire & Emergency

Turning to fire & emergency, sales increased by 7.7% to $293.1 million compared to the prior year’s second fiscal quarter due mostly to strong Pierce and airport products deliveries that more than offset weaker towing & recovery sales.

Operating income in this segment increased to $24.7 million, or 8.4% of sales, compared to the prior year quarter due largely to increased volume and a better product mix.

Compared to prior year, fire & emergency backlog was up 8.9% to $680.4 million on March 31, 2009 due mostly to higher fire apparatus backlog related to continued market share gains and several strong quarters for orders.

Please turn to slide 15.

Commercial

Commercial sales decreased 24.7% to $188.9 million, compared to last year’s second fiscal quarter. The decrease was driven by substantially lower sales of concrete mixers and batch plants.

This segment incurred an operating loss of $8.2 million, or 4.4% of sales, compared to a loss of $5.5 million, or 2.2% of sales, in the prior year quarter. The adverse change in operating margin was the result of significantly lower volume, partially offset by improved results at Geesink and cost reduction activities.

Backlog for the commercial segment at March 31, 2009 was $132.1 million, down 46.7% compared to March 31, 2008 on significantly lower backlog for concrete placement products.

Please turn to slide 16 and I’ll turn the call back to Bob.

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Bob Bohn

Thanks, Dave.

Expectations Going Forward

For the next six to twelve months, we expect our company to face a mixed outlook, likely resulting in a consolidated loss for the full year, excluding the impact of the impairment charges recorded during the second quarter. Our defense, Pierce fire apparatus, airport products and domestic refuse collection vehicle businesses should continue to perform well based on their current backlogs and multiple business opportunities. In particular, our defense group is competing for several programs that will be decided in the next two to three quarters. But, in our other businesses, we will continue to face difficult, and in some cases very difficult, market conditions until the global economy and credit markets stabilize.

Through this period, we expect to continue to launch strong new products that our customers desire and value. We will continue to build and strengthen our distribution. Leading our markets with the best products and aftermarket support has been and will continue to be part of the Oshkosh approach to winning in the marketplace whether we are in a recession or an economic recovery. We have strong brands that are second to none, and we are committed to keeping them there.

Of course, we will also continue to aggressively manage our costs, inventories and cash flow. We will maintain an intense pursuit of every potential sales opportunity, and do what we believe it takes to manage the business until there is an economic recovery. Oshkosh is built strong, and we expect to power our way through this recession.

With that, I will turn it back over to Pat and the operator for questions.

Pat Davidson

Thanks Bob. I’d like to remind everyone to limit their questions to one plus a follow-up. Please avoid questions with multiple subparts as this makes it difficult to ensure that everyone participates. After the follow-up, we ask that each participant get back in queue to ask additional questions.

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

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