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):  July 28, 2011

Oshkosh Corporation

(Exact name of registrant as specified in its charter)

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

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

oPre-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 July 28, 2011, Oshkosh Corporation (the “Company”) issued a press release (the “Press Release”) announcing its earnings for its third fiscal quarter ended June 30, 2011. A copy of such press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

On July 28, 2011, the Company held a conference call in connection with the Company’s announcement of its earnings for its third fiscal quarter ended June 30, 2011. 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 July 28, 2011. 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, plans and objectives of management for future operations, and compliance with credit agreement covenants 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

Certain of our markets are highly cyclical and the current or any further decline in these markets could have a material adverse effect on our operating performance.

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. In addition, current economic conditions have put significant pressure on the U.S. federal budget, including the defense budget. Specifically, the President’s defense budget for fiscal 2011 and the budget request for fiscal 2012 include significantly lower funding for purchases of new military vehicles that we manufacture under our Family of Heavy Tactical Vehicles (“FHTV”) and Family of Medium Tactical Vehicles (“FMTV”) contracts than in prior years. The fiscal 2012 defense budget request for FMTVs also was significantly less than we expected. Moreover, the level of U.S. military involvement in Iraq has been significantly reduced and plans exist regarding a future drawdown of U.S. military involvement in Afghanistan. As such, uncertainty exists as to the level of defense funding that will be allocated to support U.S. military involvement in Iraq and Afghanistan. The magnitude of the adverse impact that federal budget pressures, including the President’s recent request to reduce defense spending by $400 billion or

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more between 2012 and 2023, future defense funding for U.S. military involvement in Iraq and Afghanistan and an uncertain United States Department of Defense (“DoD”) tactical wheeled vehicle strategy will have on funding for Oshkosh defense programs is uncertain, but directionally, we expect such funding to decline, and such decline could be significant. Furthermore, our defense business may fluctuate significantly from time to time as a result of the start and completion of new contract awards that we may receive, such as the MRAP-All Terrain Vehicle (“M-ATV”) and FMTV contracts.

The decline compared to historical levels in overall customer demand in our access equipment, commercial and fire & emergency markets that we have experienced to date and any further decline 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. 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 cyclical later in an economic downturn 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 in the Northern hemisphere.

The global economy continues to experience weakness, which has negatively impacted our sales volumes for our access equipment, commercial and fire & emergency products as compared to historical levels. Continued weakness in U.S. and European housing starts and non-residential construction spending in most geographical areas of the world are further contributing to the lower sales volumes. A lack of significant improvement in non-residential construction spending or continued low levels of construction activity generally may cause future weakness in demand for our products. Furthermore, municipal tax revenues have weakened, which has negatively impacted demand for fire apparatus and refuse collection vehicles and delayed the recovery in these markets. We cannot provide any assurance that the global economic weakness and tight credit markets will not continue or become more severe. In addition, we cannot provide any assurance that any economic recovery will not progress more slowly than our or market expectations. If the global economic weakness and tight credit markets continue or become more severe, or if any economic recovery progresses more slowly than our or market expectations, then there could be a material adverse effect on our net sales, 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 federal budget pressures in part caused by U.S. economic weakness and the uncertainty that exists regarding the future level of U.S. military involvement in Iraq and Afghanistan and the related level of defense funding that will be allocated to support this involvement and the DoD’s tactical wheeled vehicle strategy.

·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.

·Certain of our government contracts for the U.S. Army and U.S. Marines could be suspended, opened for competition or terminated, and all such contracts expire in the future and may not be replaced, which could reduce revenues that we expect under the contracts and negatively affect margins in our defense segment.

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Specifically, during the second quarter of fiscal 2011, we received a stop work order and, during the third quarter of fiscal 2011, we received a notice of termination for convenience, from the U.S. government related to our previous award for 250 M-ATV ambulances. During the duration of the stop work order, we continued to work, at our own expense, to further refine this product to better meet the needs of our customer. As a result of the termination of this award, we will not be able to recover amounts that we expended on this program during the duration of the stop work order.

·The current U.S. Administration has indicated that it supports increased competition for existing defense programs. The Weapon Systems Acquisition Reform Act also requires competition for defense programs in certain circumstances. Accordingly, it is possible that there will be competition for any M-ATV orders for units above the 10,000 unit ceiling in the initial contract award. Also, it is possible that the U.S. Army and U.S. Marines will conduct an open competition for programs for which we currently have contracts upon the expiration of the existing contracts. Our FHTV contract is scheduled to expire in September 2011, with expected vehicle deliveries to continue through October 2012. The U.S. Army has announced its intention to award a bridge contract for the FHTV program to us under which we would continue producing FHTVs while the U.S. Army develops a path to conduct an open competition for the next contract relating to this program. The bridge contract could include the purchase of the design rights to our vehicles under this contract so that the U.S. Army could compete the program. The U.S. Army may decide to forgo the issuance of this bridge contract, which may prevent us from realizing these revenues. Likewise, the U.S. Army and Marine Corps have inquired about purchasing the design rights to the M-ATV and Medium Tactical Vehicle Replacement (“MTVR”) that we produce, respectively. Competition for these and other DoD programs we currently have could result in the U.S. government awarding future contracts to another manufacturer or the U.S. government awarding the contracts to us at lower prices and operating margins than we experience under the current contracts.

·Defense truck contract awards that we receive may be subject to protests by competing bidders, which protests, if successful, could result in the DoD revoking part or all of any defense truck contract it awards to us and our inability to recover amounts we have expended in anticipation of initiating production under any such contract.

·Most of our government contracts, including the FMTV contract, are fixed-price contracts with price escalation factors included for those contracts that extend beyond one year. Our actual costs on any of these contracts may exceed our projected costs, which could result in profits lower than historically realized or than we anticipate or net losses under these contracts. In addition, if the timing and size of orders received from the U.S. government differ significantly from the assumptions that we used to price the contract, we may incur unanticipated start-up costs or expend more capital to start up production under the contract, and we may not benefit as we expected from contractual price increases, which could also result in lower than anticipated margins or net losses under these contracts. In particular, we bid the FMTV program at very aggressive margins. We have received orders to date under this program significantly in excess of the quantities that bidders were asked to use to prepare their pricing for this program in the original request for proposal. While the timing and extent of FMTV orders have created opportunities to leverage higher orders to reduce our material costs, they have adversely impacted manufacturing costs under the contract and product pricing relative to what we had originally anticipated as we do not benefit from certain price escalation factors. In addition, the higher order rate for FMTVs has caused us to devote more attention to increasing our FMTV production capacity, which has delayed our focus on reducing manufacturing costs as compared to our original plans. Collectively, these items have caused us to incur losses under the FMTV program to date and we expect to continue to incur losses through the first quarter of fiscal 2012. Although we expect sales for the FMTV contract to be profitable starting in the second quarter of fiscal 2012, this expectation is based on certain assumptions, including estimates for future increases in the costs of raw materials, targeted cost savings and our ability to achieve certain production efficiencies. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of profitability. For example, the Company is currently experiencing significant outsourcing of certain production activities and rework associated with the ramp-up of production under the FMTV contract. Our profitability estimates for the FMTV contract assume that these costs will decrease over time. If we are not successful bringing the outsourced work back in house in a timely manner, or if rework costs do not diminish as expected, it could result in a loss on future sales under this contract. Also, a 1% escalation in material costs over the Company’s projection for FMTV orders currently in backlog would increase the cost of materials by approximately $26 million, which could result in a loss on future sales under this contract. It is possible that other assumptions underlying the analysis could change in such a manner that the Company would determine in

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the future that this is a loss contract, which could result in a material charge to earnings.

·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.

·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 vehicles, late or no payments under such contracts or cancellation of the contract to provide vehicles to the government.

·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 have historically received payments in advance of product deliveries, or performance-based payments (“PBP”), on a number of our U.S. government contracts. In the event that we are not able to meet contractual delivery requirements on these contracts, the U.S. government may discontinue providing PBPs, which could have an adverse effect on our ability to repay debt and cause us to incur higher interest rates on our outstanding debt.

·In the event of component availability constraints the government has the ability to unilaterally divert the supply of components used on multiple government programs to those programs rated most urgent (DX-rated programs). Specifically, the government has recently notified us that the supply of tires used on a number of our FHTV variants is constrained and tires that we currently have on order with our supplier to meet our FHTV production requirements could be diverted to a DX-rated program. In the event that tires are diverted from our production, there could be production delays, incremental production costs, delays in recording sales of vehicles and delays in receiving payment for work performed.

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

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

We have a substantial amount of goodwill and purchased intangible assets on our balance sheet as a result of acquisitions we have completed. At June 30, 2011, approximately 88% of these intangibles are concentrated in the access equipment segment. 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. We do not amortize goodwill and indefinite-lived intangible assets that we expect to contribute indefinitely to our cash flows, but instead we evaluate these assets for impairment at least annually, or more frequently if potential interim indicators exist that could result in impairment. In testing for impairment, if the carrying value of a reporting unit exceeds its current fair value as determined based on the discounted future cash flows of the reporting unit and market comparable sales and earnings multiples, 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 a prolonged period of global economic weakness and tight credit markets, further decline in economic conditions or a slow, weak economic recovery, as well as sustained declines in the price of our common stock, adverse changes in the regulatory environment, adverse changes in interest rates, or other factors leading to reductions in the long-term sales or profitability that we expect. Determination of the fair value of a reporting unit includes developing estimates which are highly subjective and incorporate calculations that are sensitive to minor

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changes in underlying assumptions. Management’s assumptions change as more information becomes available. Changes in these assumptions could result in an impairment charge in the future, which could have a significant adverse impact on our reported earnings.

Our current debt levels, including the associated financing costs and restrictive covenants, could limit our flexibility in managing our business and increase our vulnerability to general adverse economic and industry conditions.

Our credit agreement 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 ability to meet the financial ratios in such covenants may be affected by a number of risks or events, including the risks described in this Current Report on Form 8-K and events beyond our control. The indenture governing our senior notes also contains restrictive covenants. Any failure by us to comply with these restrictive covenants or the financial and restrictive covenants in our credit agreement could have a material adverse effect on our financial condition, results of operations and debt service capability.

Our access to debt financing at competitive risk-based interest rates is partly a function of our credit ratings. Our current long-term debt ratings are BB with “stable” outlook from Standard & Poor’s Rating Services and Ba3 with “stable” outlook from Moody’s Investors Service. A downgrade 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 facilities or credit facility amendments more costly and/or difficult to obtain.

We had approximately $1.1 billion of debt outstanding as of June 30, 2011, which consisted primarily of $25 million drawn under our revolving credit facility maturing in October 2015, a $585 million term loan under our credit agreement maturing in October 2015 and $500 million of senior notes, $250 million of which mature in March 2017 and $250 million of which mature in March 2020. 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, political and other factors, some of which are beyond our control. While we experienced strong earnings and significant debt reduction during fiscal 2010 due largely to M-ATV contract sales in the defense segment, fiscal 2011 is a transition year for us in which we expect to replace fiscal 2010 high volume production of M-ATVs with the introduction of production and sales of FMTVs at what we expect to be a loss through the first quarter of fiscal 2012. In addition, we expect that we will experience a net use of cash in fiscal 2012 as we adjust working capital requirements in our defense and access equipment segments to new sales levels. As we discuss above, our dependency on contracts with U.S. and foreign government agencies, such as the FMTV contract, subjects us to a variety of risks that, if realized, could materially reduce our revenues, profits and cash flows. Specifically, if Congress fails to increase the national debt ceiling resulting in the inability of the U.S. Treasury to meet all of the United States’ financial commitments, it is likely that some payments to U.S. government contractors such as us will be delayed or deferred. In addition, among other risks that we face that could affect our revenues, profits and cash flows, current continued weak economic conditions and tight credit markets could become more severe or prolonged. Accordingly, conditions could arise that could limit our ability to generate sufficient cash flows or access borrowings to enable us to fund our liquidity needs, further limit our financial flexibility or impair our ability to obtain alternative financing sufficient to repay our debt at maturity.

The covenants in our credit agreement and the indenture governing our senior notes, our credit rating, our current debt levels and the current credit market conditions could have important consequences for our operations, including:

·Render us more vulnerable to general adverse economic and industry conditions 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, stock repurchases, dividends and other general corporate activities;

·Limit our ability to obtain additional financing in the future to fund growth working capital, capital

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expenditures, new product development expenses and other general corporate requirements;

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

·Make us vulnerable to increases in interest rates as a portion of our debt under our credit agreement is at variable rates;

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

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

·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.

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. Steel, fuel and other commodity prices have historically been highly volatile. Commodity costs rose significantly earlier in our fiscal year 2011, and there are indications that these costs may increase further in the future due to one or more of the following: a sustained economic recovery, political unrest in certain countries or a weakening U.S. dollar. Increases in commodity costs negatively impact the profitability of orders in backlog as prices on those orders are usually fixed. Furthermore, we largely do business in the defense segment under annual firm, fixed-price contracts with the DoD. We attempt to limit this risk in the defense segment by obtaining firm pricing from suppliers at the time a contract is awarded. However, if these suppliers do not honor their contracts, then we could face margin pressure in our defense business. If we are not able to recover commodity cost increases through price increases to our customers on new orders, then such increases will have an adverse effect on our results of operations. Additionally, if we are unable to negotiate timely component cost decreases commensurate with any decrease in commodity costs, our higher component prices could put us at a material disadvantage as compared to our competition.

We expect to incur costs and charges as a result of measures such as facilities and operations consolidations and workforce reductions that we expect will reduce costs, and those measures also may be disruptive to our business and may not result in anticipated cost savings.

We have been consolidating facilities and operations in an effort to make our business more efficient and expect to continue to review our overall manufacturing footprint. For example, we closed two JerrDan facilities and integrated JerrDan operations into existing JLG production facilities during the fourth quarter of fiscal 2010, we closed a facility and integrated our mobile medical business into our Clearwater, Florida operations during the first quarter of fiscal 2011, and we moved manufacturing production of our Medtec ambulances to our Bradenton, Florida operations during the second quarter of fiscal 2011. We concluded a consultation and information procedure regarding possible facility consolidations for JLG manufacturing in Europe in a manner that permits such consolidations. Also during the first quarter of fiscal 2011, we announced workforce reductions and other cost reduction measures in our fire & emergency and commercial segments. We have incurred, and expect in the future to incur, additional costs and restructuring charges in connection with such consolidations, workforce reductions and other cost reduction measures that have adversely affected and, to the extent incurred in the future would adversely affect, our future earnings and cash flows. Furthermore, such actions may be disruptive to our business, which may result in production inefficiencies, product quality issues, late product deliveries or lost orders as we begin production at consolidated facilities, which would adversely impact our sales levels, operating results and operating margins. In addition, we may not realize the cost savings that we expect to realize as a result of such actions.

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

As of June 30, 2011, we had consolidated gross receivables of $1.06 billion. In addition, we were a party to agreements in the access equipment segment whereby we have maximum exposure of $64.9 million under

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guarantees of customer indebtedness to third parties aggregating approximately $169.6 million. We evaluate the collectability of open accounts, 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. Continued economic weakness and tight credit markets may result in additional requirements for specific reserves. During periods of economic weakness, the collateral underlying our guarantees of indebtedness of customers or receivables can decline sharply, thereby increasing our exposure to losses. We also face a concentration of credit risk as JLG’s ten largest debtors at June 30, 2011 represented approximately 24% of our consolidated gross receivables. Some of these customers are highly leveraged. In the future, we may incur losses in excess of our recorded reserves if the financial condition of our customers were to deteriorate further or the full amount of any anticipated proceeds from the sale of the collateral supporting our customers’ financial obligations is not realized. Our cash flows and overall liquidity may be materially adversely affected if any of the financial institutions that finance our customer receivables become unable or unwilling, due to current economic conditions, a weakening of our or their financial position or otherwise, to continue providing such credit.

Systemic failures that the customer may identify could exceed recorded reserves or negatively affect our ability to win future business with the DoD or other foreign military customers.

As a result of the accelerated timetable from product design to full-scale production, the accelerated production schedule and limited field testing under the M-ATV contract and our ramp up to full-scale production of FMTVs, these vehicles could encounter systemic failures during fielding and use of the vehicles for which we may have responsibility if they occur. Additionally, we did not design the FMTV portfolio of trucks and trailers, and the design for this portfolio includes requirements that have caused us to implement manufacturing processes that we have not used extensively under previous contracts. If we do not implement these manufacturing processes correctly, then there could be systemic failures for which we would have responsibility. We have established reserves for the estimated cost of such systemic-type repairs based upon historical warranty rates of other defense programs in which we participate. If systemic issues arise, rectification costs could be in excess of the established reserves. If the DoD identifies systemic issues, this situation could impact our ability to win future business with the DoD or other foreign military customers, which would adversely affect our future earnings and cash flows.

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. We may also incur a significant increase in the cost of these parts, materials, components or final assemblies. These risks are increased in a weak economic environment with tight credit conditions and when demand increases coming out of an economic downturn. Specifically, we have recently experienced a number of parts shortages at our access equipment segment as demand for certain components currently exceeds suppliers’ capacity. Such disruptions, terminations or cost increases could result in manufacturing inefficiencies due to having to wait for parts to arrive on the production line, could delay sales and could result in a material adverse effect on our net sales, financial condition, profitability and/or cash flows. These risks are 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.

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. Our outlook depends in part upon increases in international orders and sales that may not materialize. International operations and sales are subject to various risks, including political, religious and economic instability, local labor market conditions, the imposition of

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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, expansion into foreign markets requires the establishment of distribution networks and may require modification of products to meet local requirements or preferences. Establishment of distribution networks or modification to the design of our products to meet local requirements and preferences may take longer or be more costly than we anticipate and could have a material adverse effect on our ability to achieve international sales growth.

As a result of our international operations and sales, we are subject to the Foreign Corrupt Practice Act (“FCPA”) and other laws that prohibit improper payments or offers of payments to foreign governments and their officials for the purpose of obtaining or retaining business. Our international activities create the risk of unauthorized payments or offers of payments in violation of the FCPA by one of our employees, consultants, sales agents or distributors, because these parties are not always subject to our control. Any violations of the FCPA could result in significant fines, criminal sanctions against us or our employees, and prohibitions on the conduct of our business, including our business with the U.S. government. We are also 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.

We are subject to fluctuations in exchange rates 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 fiscal year ended September 30, 2010, approximately 10% of our net sales were attributable to products sold outside of the United States, including approximately 8% 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. 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 Chinese Renminbi, the Canadian dollar 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.

Work stoppages and other labor matters could adversely affect our business.

As of September 30, 2010, we employed approximately 12,400 people worldwide, including approximately 11,000 employees in the U.S. Approximately 27% of our employees in the U.S. are represented by labor unions, the largest of which is the United Auto Workers union (“UAW”) in our defense segment. Our five-year agreement with the UAW expires in September 2011. In September 2010, we approached the UAW with an offer to extend the current contract for one year, until September 2012, under terms similar to the current agreement. The UAW rejected our offer, but we expect to commence negotiations to renew the UAW contract shortly. If we do not reach an agreement with the UAW prior to the expiration of the current contract, we could experience a work stoppage at certain of our defense manufacturing facilities. Outside of the U.S., we enter into employment contracts and collective agreements in those countries in which such relationships are mandatory or customary. The provisions of these agreements correspond in each case with the required or customary terms in the subject jurisdiction. While we do not believe that work stoppages or other material labor matters will occur, we cannot provide any assurance that future issues with our labor unions will be resolved favorably or that we will not encounter future strikes or other types of conflicts with labor unions or our employees, particularly as we take steps to optimize our manufacturing footprint. Any of these factors may have an adverse effect on us or may limit our

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flexibility in dealing with our workforce.

Disruptions or cost overruns in our global enterprise system implementation could affect our operations.

During the fourth quarter of fiscal 2010, we launched a multi-year project to implement a global enterprise resource planning system to replace many of our existing operating and financial systems. Such an implementation is a major undertaking, both financially and from a management and personnel perspective. Should the system not be implemented successfully and within budget, or if the system does not perform in a satisfactory manner, it could disrupt and might adversely affect our operations and results of operations, including our ability, among other things, to timely manufacture products for sale to our customers and to report accurate and timely financial results.

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.

In particular, climate change is receiving increasing attention worldwide. Many scientists, legislators and others attribute climate change to increased levels of greenhouse gases, including carbon dioxide, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. Congress has previously considered and may in the future implement restrictions on greenhouse gas emissions through a cap-and-trade system under which emitters would be required to buy allowances to offset emissions of greenhouse gas. In addition, several states, including states where we have manufacturing plants, are considering various greenhouse gas registration and reduction programs. Our manufacturing plants use energy, including electricity and natural gas, and certain of our plants emit amounts of greenhouse gas that may be affected by these legislative and regulatory efforts. Greenhouse gas regulation could increase the price of the electricity we purchase, increase costs for our use of natural gas, potentially restrict access to or the use of natural gas, require us to purchase allowances to offset our own emissions or result in an overall increase in our costs of raw materials, any one of which could increase our costs, reduce our competitiveness in a global economy or otherwise negatively affect our business, operations or financial results. While additional regulation of emissions in the future appears likely, it is too early to predict how this regulation will ultimately affect our business, operations or financial results.

Disruptions within our dealer network could adversely affect our business.

Although we sell the majority of our products directly to the end user, we market, sell and service products through a network of independent dealers in the fire & emergency segment and in a limited number of markets for the access equipment and commercial segments. As a result, our business with respect to these products is influenced by our ability to establish and manage new and existing relationships with dealers. While we have relatively low turnover of dealers, from time to time, we or a dealer may choose to terminate the relationship as a result of difficulties that our independent dealers experience in operating their businesses due to economic conditions or other factors, or as a result of an alleged failure by us or an independent dealer to comply with the terms of our dealer agreement. We do not believe our business is dependent on any single dealer, the loss of which would have a sustained material adverse effect upon our business. However, disruption of dealer coverage within a specific state or other geographic market could cause difficulties in marketing, selling or servicing our products and have an adverse effect on our business, operating results or financial condition.

In addition, our ability to terminate our relationship with a dealer is limited due to state dealer laws, which generally provide that a manufacturer may not terminate or refuse to renew a dealer agreement unless it has first provided the dealer with required notices. Under many state laws, dealers may protest termination notices or petition for relief from termination actions. Responding to these protests and petitions may cause us to incur costs and, in some instances, could lead to litigation resulting in lost opportunities with other dealers or lost sales opportunities, which may have an adverse effect on our business, operating results or financial condition.

10

We may not be able to execute on our strategic road map and meet our long-term financial goals.

We have announced a road map to deliver long-term growth and earnings for our shareholders and to meet our long-term financial goals. This long-term growth and earnings road map is based on certain assumptions we have made, which assumptions may prove to be incorrect. We cannot provide any assurance we will be able to achieve this long-term growth and earnings road map, which is subject to a variety of risks, including the following:

·A lower or slower than expected recovery in housing starts and non-residential construction spending;

·Greater than expected declines in DoD tactical wheeled vehicle spending;

·Greater than expected pressure on municipal budgets;

·The possibility that commodity cost escalations could erode profits;

·Low cost competitors aggressively entering one or more of our markets with significantly lower pricing;

·Primary competitors vying for share gains through price aggressive competition;

·The failure of the U.S. government to take actions to ensure the sustainability of defense industry production facilities;

·Our inability to obtain and retain adequate resources to support production ramp-ups, including management personnel;

·The inability of our supply base to keep pace with the economic recovery;

·Our failure to realize procurement, facility optimization and other cost reduction targets;

·Our inability to achieve targeted profitability on the FMTV contract;

·Not winning key large defense contracts, such as the High Mobility Multi-Purpose Wheeled Vehicle recap, the Joint Light Tactical Vehicle and the Canadian Tactical Armor Protected Vehicle and Medium Support Vehicle System;

·Our inability to innovate effectively and rapidly to expand sales and margins; and

·Slow adoption of our products in emerging markets and/or our inability to successfully execute our emerging market growth strategy.

11

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 July 28, 2011.

(99.2)Script for conference call held July 28, 2011.

12

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: July 28, 2011	By:	/S/ David M. Sagehorn
		David M. Sagehorn
		Executive Vice President and
		Chief Financial Officer

13

OSHKOSH CORPORATION

Exhibit Index to Current Report on Form 8-K

Dated July 28, 2011

Exhibit
Number
(99.1)	Oshkosh Corporation Press Release dated July 28, 2011.
(99.2)	Script for conference call held July 28, 2011.

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EX-99.1

Exhibit 99.1

O S H K O S H  C O R P O R A T I O N

F O R   I M M E D I A T E   R E L E A S E

For more information, contact:

Financial:	Patrick Davidson
	Vice President, Investor Relations
	920.966.5939
Media:	John Daggett
	Vice President, Communications
	920.233.9247

OSHKOSH CORPORATION REPORTS RESULTS FOR
FISCAL 2011 THIRD QUARTER

Third Quarter EPS of $0.75

OSHKOSH, WI — (July 28, 2011) — Oshkosh Corporation (NYSE: OSK), a leading manufacturer of specialty vehicles and vehicle bodies, today reported fiscal 2011 third quarter net sales of $2.02 billion and net income attributable to Oshkosh Corporation of $68.4 million, or $0.75 per share. This compares with net sales of $2.44 billion and net income of $211.2 million, or $2.31 per share, in the prior year third quarter.

“We are pleased with the progress we made on a number of fronts during our third fiscal quarter, particularly in our access equipment and defense segments,” said Charles L. Szews, Oshkosh Corporation president and chief executive officer. “Access equipment sales to external customers grew 44 percent compared to the prior year third quarter and operating income margins in this segment improved to 5.1 percent. We also made substantial progress on our FMTV contract, raising daily production by the end of the quarter to over 20 trucks and approximately 10 trailers, while working to lower our production costs. We are honored to be able to deliver these high-quality vehicles that are used daily by our men and women in the U.S. Army. Our defense business also received more than $700 million in orders for our high performance M-ATVs and related enhancement kits during the third quarter.”

Szews continued, “Additionally, we recently completed a comprehensive, six-month strategic planning process that provides our road map to deliver superior growth and earnings for our shareholders over the economic cycle. We will operate ‘Mission Driven: To Move the World at Work’ as one global team.

“As part of this strategy, we plan to drive through the pending U.S. defense spending decline by capturing the full benefit of the economic recovery expected in our non-defense markets, continuing to pursue market share gains and expanding into emerging markets. We will also continue working with our dedicated employees and business partners to optimize our cost structure. Already, we are executing on a facility optimization strategy to become more

-more-

efficient across our entire company. Early examples of this include the previously announced restructuring actions in our fire & emergency and access equipment segments.”

Szews concluded, “Finally, we will increase our investment in innovative solutions that deliver value for our customers. We remain on track to triple the production rate of our FMTV in 2011, and we are receiving solid feedback on JLG’s 150-foot Ultra Boom, Pierce’s revolutionary Dash® CF fire truck and our fuel-saving CNG-powered refuse collection vehicles from McNeilus, which we expect to continue to translate into strong order generation.”

The Company reported that consolidated net sales in the third quarter of fiscal 2011 decreased 17.1 percent to $2.02 billion compared to the prior year third quarter. The lower sales were largely due to an expected decrease in sales under the MRAP-All Terrain Vehicle (M-ATV) contract, which declined by $884.1 million, offset in part by sales of the Family of Medium Tactical Vehicles (FMTV) in conjunction with the ramp-up of production on that contract and increased demand in the access equipment segment for aerial work platforms and telehandlers.

Operating income decreased to $126.0 million, or 6.2 percent of sales, for the third quarter of fiscal 2011 compared with operating income of $340.5 million, or 14.0 percent of sales, in the prior year third quarter. The decrease in operating income was primarily attributable to the lower M-ATV sales volumes and costs associated with the ramp-up of production on the FMTV contract.

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

Defense — Defense segment sales decreased 34.9 percent to $1.11 billion for the third quarter of fiscal 2011 compared with the prior year third quarter. The decrease was primarily due to the completion of initial production under the M-ATV contract in the first quarter of fiscal 2011, offset in part by the continued ramp-up of production under the FMTV contract. Combined M-ATV related vehicle and parts & service sales totaled $194.6 million in the third quarter of fiscal 2011, a decrease of $884.1 million compared to the third quarter of the prior year when the Company shipped more than 1,500 urgently needed M-ATVs.

Defense segment operating income in the third quarter of fiscal 2011 decreased 63.0 percent to $112.5 million, or 10.2 percent of sales, compared to prior year third quarter operating income of $304.1 million, or 17.9 percent of sales. The decrease in operating income was largely due to the decrease in M-ATV volumes and costs associated with the ramp-up of production on the FMTV contract, which resulted in a loss on that contract during the third quarter of fiscal 2011.

Access Equipment — Access equipment segment(1) sales to external customers increased 44.3 percent to $562.7 million for the third quarter of fiscal 2011 compared to the prior year third quarter primarily as a result of demand for replacement equipment in North America. In addition to sales to external customers, access equipment segment sales in the third quarter of fiscal 2011 and 2010 included intersegment M-ATV related sales to the defense segment of $17.4 million and $316.0 million, respectively. Including sales to the defense segment, access equipment segment sales decreased 18.4 percent for the third quarter of fiscal 2011 compared with the prior year quarter.

Access equipment segment operating income in the third quarter of fiscal 2011 decreased 4.7 percent to $29.5 million, or 5.1 percent of sales, compared to prior year third quarter operating income of $30.9 million, or 4.3 percent of sales. The decline in operating

(1)  During fiscal 2010, in conjunction with the appointment of a new segment president, the Company transferred operational responsibility of JerrDan, the Company’s towing and recovery business unit, from the fire & emergency segment to the access equipment segment. As a result, JerrDan has been included within the access equipment reporting segment for financial reporting purposes. Historical information has been reclassified to include JerrDan in the access equipment segment for all periods presented.

2

income reflected the decrease in intersegment sales of M-ATVs at high single-digit margins, an increase in production costs as a result of supply chain constraints and inefficiencies associated with previously announced restructuring actions along with higher new product development costs, offset in part by higher volume with external customers.

Fire & Emergency — Fire & emergency segment sales for the third quarter of fiscal 2011 decreased 2.7 percent to $216.0 million compared with the prior year quarter. The decrease in sales primarily reflected lower shipments of fire apparatus, offset in part by an increase in shipments of Aircraft Rescue and Fire Fighting vehicles to the U.S. government. Weak municipal spending in the U.S. was the primary driver of the decrease in fire apparatus sales, with the U.S. market down by approximately 40 percent from its long-term average.

Fire & emergency segment operating income in the third quarter of fiscal 2011 decreased 75.8 percent to $4.4 million, or 2.0 percent of sales, compared to operating income of $18.3 million, or 8.2 percent of sales, in the prior year quarter. Operating results during the third quarter were negatively impacted by lower sales volumes at the Company’s fire apparatus business, costs related to the move of Oshkosh Specialty Vehicles and Medtec Ambulance production to the Company’s facilities in Florida, an increase in production costs in excess of realized price increases and an adverse product mix.

Commercial — Commercial segment sales in the third quarter of fiscal 2011 remained relatively flat compared to the prior year quarter at $158.5 million. Sales from replacement demand for mechanic trucks and telescoping cranes and higher aftermarket parts sales were offset by lower demand for refuse collection vehicles and lower intersegment component sales to the defense segment.

Commercial segment operating income in the third quarter of fiscal 2011 decreased 46.2 percent to $3.7 million, or 2.4 percent of sales, compared to prior year third quarter operating income of $7.0 million, or 4.4 percent of sales. The decrease in operating income primarily resulted from lower refuse collection vehicle demand and an increase in production costs in excess of realized price increases.

Corporate — Corporate operating expenses increased $1.2 million to $24.5 million for the third quarter of fiscal 2011 compared to the prior year quarter. The increase was primarily a result of the utilization of outside resources to support the Company’s growth initiatives for fiscal 2012 and beyond.

Interest Expense Net of Interest Income — Interest expense net of interest income decreased $20.6 million to $20.4 million in the third quarter of fiscal 2011 compared to the prior year quarter. The decrease was largely due to the effects of lower borrowings as well as lower interest rates following a reduction in the amount of the Company’s interest rate swap in December 2010 and the refinancing of the Company’s credit agreement in September 2010. Average debt outstanding decreased from $1.51 billion during the third quarter of fiscal 2010 to $1.09 billion during the third quarter of fiscal 2011 as a result of strong cash flow generation during the past 12 months. The Company repaid an additional $25.0 million of debt during the third quarter of fiscal 2011.

Provision for Income Taxes — The Company recorded income tax expense of $36.6 million in the third quarter of fiscal 2011, or 34.8 percent of pre-tax income, compared to 29.3 percent of pre-tax income in the prior year quarter. The third quarter fiscal 2010 effective tax rate benefited from a $15.3 million favorable income tax audit settlement.

3

Nine-month Results

The Company reported net sales for the first nine months of fiscal 2011 of $5.47 billion and net income attributable to Oshkosh Corporation of $235.9 million, or $2.57 per share. This compares with net sales of $7.74 billion and income from continuing operations of $676.3 million, or $7.44 per share, in the first nine months of the prior year. Results for the first nine months of fiscal 2010 included per share charges of $0.21, net of income tax benefits, for the non-cash impairment of goodwill and other long-lived assets. Excluding asset impairment charges of $23.3 million(2), the Company reported net income from continuing operations of $695.0 million, or $7.65 per share, for the first nine months of fiscal 2010. The decreases in sales and income attributable to Oshkosh Corporation were primarily due to the completion of the initial 8,079 vehicles under the Company’s M-ATV contract in the first quarter of fiscal 2011. Combined M-ATV related vehicle and parts & service sales totaled $3.81 billion in the first nine months of fiscal 2010 compared to $958.4 million in the first nine months of fiscal 2011. The decrease in M-ATV related sales was offset in part by an increase in sales to external customers in the access equipment segment of $443.2 million, or 50.3 percent.

Conference Call

The Company will comment on third quarter earnings, its fiscal 2012 outlook and its multi-year growth strategy 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, commercial, fire & emergency and military vehicles and vehicle bodies. Oshkosh Corporation manufactures, distributes and services products under the brands of Oshkosh®, JLG®, Pierce®, McNeilus®, Medtec®, Jerr-Dan®, Oshkosh Specialty Vehicles, Frontline™, SMIT™, CON-E-CO®, London® and IMT®. Oshkosh products are valued worldwide in businesses where high quality, superior performance, rugged reliability and long-term value are paramount. For more information, log on to www.oshkoshcorporation.com.

®, TM All brand names referred to in this news release are trademarks of Oshkosh Corporation or its subsidiary companies.

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 income from continuing operations and earnings per share from continuing operations, both on a reported basis and on a basis excluding impairment charges that affect comparability of operating results. When the Company uses operating results, such as income from continuing operations and earnings per share from continuing

(2)  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.

4

operations, excluding impairment charges, they are considered non-GAAP financial measures. The Company believes excluding the impact of non-cash, intangible asset impairment charges is useful to investors to allow a more accurate comparison of the Company’s operating performance. 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 for the nine months ended June 30, 2010 (in millions, except per share amounts):

Non-GAAP income from continuing operations, net of tax	$	695.0
Intangible asset impairment charges	(23.3		)
Income tax benefit associated with intangible asset impairment charges	4.6
GAAP income from continuing operations, net of tax	$	676.3
Non-GAAP income per share from continuing operations	$	7.65
Intangible asset impairment charges per share	(0.21		)
GAAP income per share from continuing operations	$	7.44

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 expected level and timing of U.S. Department of Defense (DoD) procurement of products and services and funding thereof; risks related to reductions in government expenditures in light of U.S. defense budget pressures and an uncertain DoD tactical wheeled vehicle strategy; the cyclical nature of the Company’s access equipment, commercial and fire & emergency markets, especially during periods of global economic weakness, tight credit markets and lower municipal spending; the Company’s ability to produce vehicles under the FMTV contract at targeted margins; the duration of the ongoing global economic weakness, which could lead to additional impairment charges related to many of the Company’s intangible assets and/or a slower recovery in the Company’s cyclical businesses than equity market expectations; the impact on revenues and margins of the decrease in M-ATV production rates; the potential for the U.S. government to competitively bid the Company’s Army and Marine Corps contracts; risks related to work stoppages and other labor matters, especially in light of the pending contract expiration for union employees at the Company’s Oshkosh defense facilities; the consequences of financial leverage, which could limit the Company’s ability to pursue various opportunities; increasing commodity and other raw material costs, particularly in a sustained economic recovery; the ability to pass on to customers price increases to offset higher input costs; risks related to costs and charges as a result of facilities consolidation and alignment, including that anticipated cost savings may not be achieved; risks

5

related to the collectability of receivables, particularly for those businesses with exposure to construction markets; the cost of any warranty campaigns related to the Company’s products; risks related to production delays arising from supplier quality or production issues; risks associated with international operations and sales, including foreign currency fluctuations and compliance with the Foreign Corrupt Practices Act; the potential for disruptions or cost overruns in the Company’s global enterprise resource planning system implementation; the potential for increased costs relating to compliance with changes in laws and regulations; risks related to disruptions in the Company’s distribution networks; and the Company’s ability to successfully execute on its strategic road map and meet its long-term financial goals. Additional information concerning these and other factors 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.

6

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited; in millions)

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Net sales	$	2,022.9		$	2,439.0		$	5,469.3		$	7,737.3
Cost of sales	1,750.9			1,957.4			4,607.2			6,148.7
Gross income	272.0			481.6			862.1			1,588.6
Operating expenses:
Selling, general and administrative	130.8			126.2			389.5			359.3
Amortization of purchased intangibles	15.2			14.9			45.5			45.5
Intangible asset impairment charges	—			—			—			23.3
Total operating expenses	146.0			141.1			435.0			428.1
Operating income	126.0			340.5			427.1			1,160.5
Other income (expense):
Interest expense	(21.2		)	(41.8		)	(69.4		)	(138.3		)
Interest income	0.8			0.8			2.6			2.2
Miscellaneous, net	(0.5		)	(1.3		)	(0.4		)	(0.1		)
Income from continuing operations before income taxes and equity in earnings of unconsolidated affiliates	105.1			298.2			359.9			1,024.3
Provision for income taxes	36.6			87.4			124.8			348.0
Income from continuing operations before equity in earnings of unconsolidated affiliates	68.5			210.8			235.1			676.3
Equity in earnings of unconsolidated affiliates	0.1			0.4			0.3			—
Income from continuing operations, net of tax	68.6			211.2			235.4			676.3
Loss on discontinued operations, net of tax	—			—			—			(2.9		)
Net income	68.6			211.2			235.4			673.4
Net (income) loss attributable to the noncontrolling interest	(0.2		)	—			0.5			—
Net income attributable to Oshkosh Corporation	$	68.4		$	211.2		$	235.9		$	673.4

7

OSHKOSH CORPORATION

EARNINGS (LOSS) PER SHARE

(Unaudited)

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2011		2010		2011		2010
Earnings (loss) per share attributable to Oshkosh Corporation common shareholders-basic
Continuing operations	$	0.75	$	2.34	$	2.60	$	7.53
Discontinued operations	—		—		—		(0.03		)
	$	0.75	$	2.34	$	2.60	$	7.50
Earnings (loss) per share attributable to Oshkosh Corporation common shareholders-diluted
Continuing operations	$	0.75	$	2.31	$	2.57	$	7.44
Discontinued operations	—		—		—		(0.03		)
	$	0.75	$	2.31	$	2.57	$	7.41
Basic weighted average shares outstanding	91,030,847		90,174,086		90,821,066		89,750,291
Effect of dilutive stock options and other equity-based compensation awards	658,761		1,098,520		829,968		1,169,022
Diluted weighted average shares outstanding	91,689,608		91,272,606		91,651,034		90,919,313
Amounts attributable to Oshkosh Corporation common shareholders (in millions):
Income from continuing operations, net of tax	$	68.4	$	211.2	$	235.9	$	676.3
Loss on discontinued operations, net of tax	—		—		—		(2.9		)
	$	68.4	$	211.2	$	235.9	$	673.4

8

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in millions)

	June 30,			September 30,
	2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	393.8		$	339.0
Receivables, net	982.9			889.5
Inventories, net	810.1			848.6
Deferred income taxes	55.8			86.7
Other current assets	60.0			52.1
Total current assets	2,302.6			2,215.9
Investment in unconsolidated affiliates	32.5			30.4
Property, plant and equipment:
Property, plant and equipment	821.1			821.0
Accumulated depreciation	(434.8		)	(417.4		)
Property, plant and equipment, net	386.3			403.6
Goodwill	1,066.1			1,049.6
Purchased intangible assets, net	859.0			896.3
Other long-term assets	86.1			112.8
Total assets	$	4,732.6		$	4,708.6
LIABILITIES AND EQUITY
Current liabilities:
Revolving credit facility and current maturities of long-term debt	$	74.3		$	215.9
Accounts payable	736.0			717.7
Customer advances	290.2			373.2
Payroll-related obligations	115.5			127.5
Income taxes payable	6.8			1.3
Accrued warranty	74.1			90.5
Deferred revenue	46.6			76.9
Other current liabilities	232.6			209.0
Total current liabilities	1,576.1			1,812.0
Long-term debt, less current maturities	1,037.4			1,086.4
Deferred income taxes	176.9			189.6
Other long-term liabilities	311.0			293.8
Commitments and contingencies
Equity:
Oshkosh Corporation shareholders’ equity	1,631.5			1,326.6
Noncontrolling interest	(0.3		)	0.2
Total equity	1,631.2			1,326.8
Total liabilities and equity	$	4,732.6		$	4,708.6

9

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in millions)

	Nine Months Ended
	June 30,
	2011			2010
Operating activities:
Net income	$	235.4		$	673.4
Non-cash asset impairment charges	—			23.3
Loss on sale of discontinued operations, net of tax	—			2.9
Depreciation and amortization	105.1			118.7
Deferred income taxes	11.5			(37.1		)
Stock-based compensation expense	11.5			9.9
Foreign currency transaction (gains) losses	(0.8		)	16.1
Other non-cash adjustments	(2.8		)	(0.2		)
Changes in operating assets and liabilities	(81.2		)	(276.3		)
Net cash provided by operating activities	278.7			530.7
Investing activities:
Additions to property, plant and equipment	(53.9		)	(59.3		)
Additions to equipment held for rental	(3.1		)	(4.8		)
Proceeds from sale of property, plant and equipment	1.0			0.6
Proceeds from sale of equipment held for rental	13.1			8.4
Other investing activities	(4.2		)	2.1
Net cash used by investing activities	(47.1		)	(53.0		)
Financing activities:
Repayment of long-term debt	(65.4		)	(1,082.2		)
Proceeds from issuance of long-term debt	—			500.0
Repayments under revolving credit facility, net	(125.0		)	—
Debt issuance costs	(0.2		)	(11.2		)
Proceeds from exercise of stock options	7.9			18.5
Other financing activities	2.1			5.7
Net cash used by financing activities	(180.6		)	(569.2		)
Effect of exchange rate changes on cash	3.8			(14.4		)
Increase (decrease) in cash and cash equivalents	54.8			(105.9		)
Cash and cash equivalents at beginning of period	339.0			530.4
Cash and cash equivalents at end of period	$	393.8		$	424.5

10

OSHKOSH CORPORATION

SEGMENT INFORMATION

(Unaudited; in millions)

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Net sales:
Defense	$	1,107.0		$	1,700.7		$	3,193.0		$	5,830.6
Access equipment	580.1			711.2			1,378.6			2,475.1
Fire & emergency	216.0			222.0			594.7			661.3
Commercial	158.5			158.3			429.7			459.3
Intersegment eliminations	(38.7		)	(353.2		)	(126.7		)	(1,689.0		)
Consolidated	$	2,022.9		$	2,439.0		$	5,469.3		$	7,737.3
Operating income (loss):
Defense	$	112.5		$	304.1		$	472.0		$	1,096.6
Access equipment	29.5			30.9			30.5			90.0
Fire & emergency	4.4			18.3			0.4			35.6
Commercial	3.7			7.0			1.3			11.5
Corporate	(24.5		)	(23.3		)	(81.2		)	(71.5		)
Intersegment eliminations	0.4			3.5			4.1			(1.7		)
Consolidated	$	126.0		$	340.5		$	427.1		$	1,160.5
	June 30,
	2011			2010
Period-end backlog:
Defense	$	4,855.6		$	4,462.0
Access equipment	613.6			198.2
Fire & emergency	458.2			462.7
Commercial	125.6			81.3
Consolidated	$	6,053.0		$	5,204.2

# # #

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EX-99.2

Exhibit 99.2

Third Quarter Fiscal 2011 Earnings

Conference Call Script

July 28, 2011

Pat Davidson

Good morning and thanks for joining us. Earlier today, we published our third quarter results for fiscal 2011. 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. These 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.

Presenting today for Oshkosh Corporation will be Charlie Szews, President and Chief Executive Officer, and Dave Sagehorn, Executive Vice President and Chief Financial Officer.

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

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Charlie Szews

Oshkosh Q3 FY11 Results

Thank you, Pat.

This morning, we have three objectives.   First, we will review our third quarter results.  Second, we will introduce qualitative guidance on fourth quarter and next fiscal year and third, we will introduce and explain our new multi-year growth strategy, which is the culmination of a comprehensive six-month study with the assistance of a global consulting firm.  This will allow us to explain to you, our shareholders, as well as our employees and customers, how we expect to drive through the uncertainties of a pending U.S. defense spending decline and slow economic recovery to deliver strong returns for shareholders and growth prospects for employees, while delighting our customers.

Let’s get started on those objectives.

For the quarter, our sales decreased 17% to $2.02 billion, leading to operating income of $126.0 million and EPS of $0.75.  As was the case during the first two quarters of fiscal 2011, lower sales of M-ATVs compared to last year drove the EPS decline.

Our access equipment segment delivered improved performance, largely due to U.S. rental customers continuing to invest in new equipment to reduce their average fleet age.  In fact, JLG’s sales to external customers grew 44% compared to the prior year quarter, resulting in the segment’s strongest single quarter for access equipment sales in several years.

Last quarter, we told you that we planned to triple our daily FMTV production rate by the end of calendar 2011.  We are on track to deliver that schedule by doubling daily production from month end March to month end June to over 20 trucks and about 10 trailers per day.  Our team has put forward a phenomenal effort to make this progress.  Following our defense leadership change, I visited our Army customer and it was clear that we are meeting their expectations with this production launch and are delivering an improved, high quality vehicle to our soldiers.

It was another good quarter for defense orders as we received several notable M-ATV orders.  Specifically, the U.S. has ordered 577 additional units with the

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Oshkosh Underbody Improvement Kit, which provides additional protection against IED threats.  We also received an order for more than 5,100 UIKs that, along with previous orders, will cover nearly every M-ATV in the U.S. fleet.  And finally, we received our first, long-awaited M-ATV order from an international customer.  These units began to ship this month to the U.A.E.  There are opportunities for additional international M-ATV orders, some significant.   Similar to this first order, we believe it will take time for any further orders to materialize.

We’re also expecting an announcement by the U.S. Army, perhaps as early as the end of today, that we will be receiving an order for approximately $900 million for the delivery of nearly 7,000 FMTV trucks and trailers.  Production of these units will largely occur in our fiscal 2013.

Please turn to slide 4.

Market Conditions

JLG’s access equipment business continued to experience strong demand for its AWP and telehandler products.  Much like we described to you on the last call, we are experiencing strong replacement demand in our North American market.  This demand has been steady and well-described by many of our larger rental customers as they work to reduce fleet age.  We have also experienced some improvement in replacement demand in parts of Europe, although the European recovery still lags improvement in North America.  When we evaluate the opportunities that exist in the U.S. and Europe for replacement demand, we believe there is at least another year, or two, of solid growth for purchases of AWP and telehandlers before greater non-residential and residential construction activity will be needed to sustain market growth.  There are also substantial opportunities globally in mining, in countries with significant infrastructure growth and in emerging markets as adoption rates increase.

Our across-the-board price increase in this segment that became effective in May generally has been accepted by our customers.  This has allowed us to effectively pass through price increases from our supply base.

It’s hard to receive any news from Washington regarding federal budgets that doesn’t mention expected cuts in defense spending.  This has been on the radar screen for some time and shouldn’t be a surprise to any of us.  Two years ago, Secretary Gates was seeking $100 billion in cuts over five years, which he hoped to retain to limit growth in U.S. defense spending.  A few months ago, President Obama asked the DoD to target $400 billion in cuts over ten years.   And, just

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recently, press reports have indicated that the target could reach double that amount, much of which will impact procurement.  This is one of the reasons that we implemented a strategy to broaden our defense offerings.  We have been accomplishing this with our wins of FMTV, M-ATV, LVSR, TPV and field service contracts, to name just a few of the programs where we have been named the supplier.

Furthermore, there are additional opportunities for tactical wheeled vehicle programs over the next several years, and we are actively engaged to compete for these programs.  Included in this opportunity set are HMMWV Recap, JLTV and several international programs.  Our considerable experience and strengths in product design and operations provide us with advantages that we can leverage in these TWV competitions.  But, the proof is in producing real game-changing vehicles, and we believe we have done that with our designs that are in Company-funded testing today in preparation for the HMMWV Recap, JLTV and Canadian TAPV programs.

Our businesses that target municipalities, such as our domestic fire truck and RCV operations, experienced further declines in demand in the third quarter.  We now don’t expect them to begin rebounding until fiscal 2013.  To address this challenge, we are adjusting our cost structure, expanding into international markets and introducing new products that deliver increased value for our customers.  CNG-powered garbage trucks, which continue to grow as a percentage of our RCVs sold, are a great example of technologies that we have introduced to our markets to contribute to our growth over time.

And, the Pierce fire truck business received some great news in June when Pierce earned its Chinese CCCF certification, which allows us to deliver our vehicles to municipalities throughout China.  This is an important piece to our global expansion plans.

Lastly, the domestic concrete mixer market remains at extremely depressed levels as residential construction levels remain very weak, despite a recent uptick in housing starts.

Let’s turn to slide 5 and we’ll provide an update on our operations initiatives.

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Operations Update

As I mentioned earlier, we’ve made significant progress with the ramp of FMTV production.    Our Army customer is very pleased with the quality of the vehicles that Oshkosh is delivering.  To prepare our facilities to increase FMTV production, we’ve moved production of most of our heavy payload vehicles from our South Plant factory to our Harrison Street facility.  Several of you on the call today have seen this as you made the trip to visit our company over the past several months.  While we are delivering FMTVs to our customer’s desired schedule and quality, we are still incurring costs that are impacting our ability to earn a profit on this program.  Specifically, we need to make further changes to our e-coating facility to bring in-house all e-coating.  We are also modifying processes to allow us to in-source certain work and reduce rework.  And, we are continuing to work with our supply base to lower material costs, among other activities.  We still don’t expect FMTV sales to be profitable during fiscal 2011.  And, we now expect that the FMTV program will begin to be profitable in the second quarter of fiscal 2012, not during the first quarter as we had previously discussed, as it will take longer to in-source much of this work.

Turning to the access equipment segment, we are experiencing parts availability challenges from our supply base, which has struggled to keep pace with growing demand at JLG.  This has impacted our ability to respond to incremental demand and caused some production inefficiencies.  Our supply chain and operations teams, along with our suppliers, are working extremely hard to mitigate the situation, but we believe supplier capacity constraints will continue to impact both our sales and costs into fiscal 2012.

The integration of ambulance and mobile medical vehicle production into our Florida facilities continues to move forward and we anticipate that these operations will provide solid earnings leverage for our fire & emergency businesses in fiscal 2012 and beyond, after we get though our production learning curve.  Finally, we are on track with the consolidation of certain Belgium access equipment facilities into our Romania facility.  This operational leverage should start to benefit JLG later in fiscal 2012.

Okay, please turn to slide 6 and Dave will take us through a brief discussion of our financial performance for the quarter and our expectations for the remainder of fiscal 2011 and fiscal 2012.  Then, I will address our multi-year growth plan.

Dave Sagehorn

Thanks, Charlie.

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Consolidated Results

Consolidated net sales for our third fiscal quarter were $2.02 billion, a 17.1% decrease compared with the same quarter of last year.  Lower M-ATV related sales again were the largest driver of the decrease, declining $884 million from the prior year quarter. Partially offsetting this decline were higher FMTV sales as we continued the ramp up of this program.  FMTV sales were more than 15% of defense segment sales in the quarter.

Sales to external customers were up 44% in our access equipment segment compared to the third quarter of fiscal 2010.  Orders from external customers in this segment were up more than 50% and backlog more than tripled compared to the prior year quarter.

Sales in our fire & emergency and commercial segments were both little changed from prior year levels.

Operating income for the quarter was $126 million, or 6.2% of sales, compared with $340.5 million, or 14.0% of sales, in the prior year quarter.  Lower M-ATV related sales volume in the defense segment was the largest driver of the decrease in operating income.  FMTV program ramp-up costs, which continued at an unacceptable rate during the quarter and resulted in a larger than expected loss on this program of approximately $22 million, also contributed to the lower consolidated operating income. We have dedicated teams and plans to take costs out of this program and believe FMTV sales will be profitable in fiscal 2012.   However, if we are not successful in significantly reducing the continued ramp up-related costs that are driving the current losses, or we do not deliver the targeted material cost savings that we have identified, we may be required to record a material charge for future losses under this program.  Results for the quarter also included $5.1 million of restructuring-related expenses in the access equipment segment and $3.5 million in the fire & emergency segment related to previously announced restructuring actions.

Our tax rate in the quarter was 34.8%, as we benefited from improvements in profitability at foreign locations.

EPS for the quarter was $0.75 compared to $2.31 in the third quarter of fiscal 2010.  The decrease in EPS was largely the result of lower M-ATV volume in the current year quarter.

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And, we paid down an additional $25 million of debt in the quarter, bringing year-to-date debt reduction to slightly more than $190 million.

Please turn to slide 7 for a discussion of our outlook for the remainder of fiscal 2011.

Expectations for Q4, FY11

Let me premise my remarks that follow on our fourth quarter expectations by noting that our U.S. government customer recently made us aware that a number of orders for military vehicles, including orders received by Oshkosh for M-ATV UIK kits, will likely cause a constraint in the supply of a certain size and specification of tire.   We use these same tires on many of our heavy tactical vehicles.  We expect insufficient supplier capacity to accommodate this spike in demand will cause the government to use its sovereign authority to direct tires currently scheduled for delivery to us for FHTV production to be re-routed for use on contracts with the “DX” designation, which essentially is a process that enables the DoD to prioritize use of materials for our national defense.  We believe this action has the potential to negatively impact the timing of our production and delivery schedules for the next six to nine months.  We are currently assessing the matter and working to minimize any impact this situation may have on our operations and fourth quarter results.  If we are not able to develop an alternative solution, we believe expected operating results for the fourth quarter of fiscal 2011 discussed below could be adversely impacted by as much as $125 million in sales and up to $25 million of operating income, with such sales and operating income moving into fiscal 2012.  We expect we would be reimbursed by our customer for any additional costs that we incur due to the re-direction of these specialty tires.

So, subject to the impact of the tire issue, which is difficult to estimate today, we expect defense sales to be relatively flat with the third quarter of fiscal 2011, as higher FMTV sales are expected to be offset by lower FHTV sales.  You’ll recall that earlier this year we stated that the continuing resolution with respect to the fiscal 2011 U.S. federal budget would push some FHTV sales into fiscal 2012.  That push out impacts our fourth quarter.  We believe continued losses on the FMTV program, combined with a higher percentage of FMTV sales and an adverse product mix will result in operating income margins of less than 5% in the fourth quarter in this segment.  The result is low double-digit margins in the defense segment for full year fiscal 2011, consistent with our estimates for the last several quarters.

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We expect access equipment segment sales to be modestly higher than the fourth quarter of the prior year as significantly higher sales to external customers driven by a strong backlog and order rates will be partially offset by significantly lower intersegment M-ATV related sales.  We believe access equipment segment operating income margins will be in the mid single digits, including restructuring-related costs of approximately $4 million associated with previously announced restructuring actions.

We believe fire & emergency segment sales will be modestly lower than the prior year fourth quarter, with lower fire apparatus sales comprising almost all of the decrease.  We expect that segment operating income margins will remain significantly lower than the prior year.  Included in this estimate is approximately $4 million of expected costs in the quarter related to the ongoing restructuring activities in this segment.

We expect commercial segment sales to be modestly lower than the fourth quarter of fiscal 2010, with lower RCV sales and lower sales of components to the defense segment.  We expect operating income margins in this segment to be in the low single digits.

We expect corporate costs for the fourth quarter of fiscal 2011 to be higher than the prior year due mostly to people related costs and interest expense to be similar to third quarter levels.  We expect our tax rate for full year fiscal 2011 will be approximately 34% - 35%.

We expect capital expenditures to be approximately $90 - $100 million for the full year.  And we believe that we will continue to pay down debt in the fourth quarter.

Please turn to slide 8 for a discussion of our initial outlook for fiscal 2012.

Expectations for FY12

Similar to the outlook for the fourth quarter of fiscal 2011, the outlook for fiscal 2012 excludes any impact of the tire constraint issue discussed earlier.  We would expect that any fourth quarter fiscal 2011 earnings shortfall from this issue would be recovered in fiscal 2012, probably beginning in the second fiscal quarter.

We view fiscal 2012 as a transitional year characterized by a continued rebound in our access equipment segment along with a significant sales mix shift in our

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defense segment toward a higher percentage of FMTV sales, which we believe will result in significantly lower EPS compared to fiscal 2011.

Specifically, our outlook for the defense segment calls for modestly lower sales compared to fiscal 2011.  However, we expect to experience a significant sales mix shift as noted earlier, with FMTV sales making up approximately 40% of segment sales as we reach full rate FMTV production by December 2011.  Additionally, we expect FHTV sales to decline versus fiscal 2011 due to lower funding levels as our customer nears its authorized acquisition objective quantities for a number of FHTV variants.  We are currently in discussions with the U.S. Army regarding an FHTV bridge contract that would extend production under this program.  This process is likely to conclude in fiscal 2012.  We also expect aftermarket parts and service sales to decline in fiscal 2012 due largely to a significant amount of M-ATV initial parts provisioning sales occurring in fiscal 2011.

We currently believe defense segment margins will be in the mid single digit range, but higher than fourth quarter fiscal 2011 levels, driven by the expected significant change in sales mix between and within our different programs.  As Charlie noted earlier, we don’t expect the FMTV program to be profitable until the second quarter of fiscal 2012.  We believe full year FMTV margins will be slightly above breakeven, reflecting the reduction of ramp-up costs, in-sourcing of work and implementation of material cost reductions, but at a slower pace than we previously believed.  We also now believe that FMTV margins beyond fiscal 2012 will be in the low single digits.

We previously expected that we would achieve higher margins for the FMTV program.  We also previously believed that we could have meaningful quantities of international M-ATV sales in fiscal 2012.  We still believe that there are opportunities for such significant international M-ATV sales, but this fiscal 2012 outlook excludes any foreign sales of M-ATVs.  Given the significant amount of time it took to receive an order for our first international M-ATV sale, it is more likely that any further significant global sales of M-ATVs that we may receive would move into fiscal 2013.  Together, these items would have allowed us to expect defense segment operating income margins much closer to double digits in fiscal 2012.

We believe our access equipment segment will experience sales growth in fiscal 2012 of approximately 25%, or maybe a little more compared to fiscal 2011.  We expect sales growth to be driven by continued fleet replacement activity in North America as rental companies remain committed to lowering average fleet ages.  In

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addition, we expect improved replacement demand in parts of Europe and continued sales growth in emerging markets to contribute to sales growth in this segment.

We believe access equipment segment operating income margins will be in the mid to upper single digits in fiscal 2012, depending on the speed with which we are able to execute our cost reduction initiatives.  Higher new product development related costs and the net benefits from restructuring actions undertaken in fiscal 2011 are reflected in this estimate.

We expect sales in the fire & emergency segment to decline slightly in fiscal 2012 compared to fiscal 2011, driven by lower fire apparatus sales as a result of continued municipal spending weakness.  We expect sales of other products in this segment to remain relatively flat compared to fiscal 2011.

We believe fire & emergency segment operating income margins will improve in fiscal 2012 compared to fiscal 2011, but still remain in the low single digit range.  We expect benefits from previously announced restructuring actions and reduced restructuring related costs to offset the negative impact of lower sales volume.

Turning to the commercial segment, we believe fiscal 2012 sales will be flat to slightly higher compared to fiscal 2011.  We expect weakness in the domestic concrete mixer market to continue well into fiscal 2012 as we believe housing starts and other construction levels will remain weak for much of the fiscal year.  We believe the RCV market will be flat to slightly higher, supported by some front end loading during the fiscal year due to bonus depreciation driven demand.  We expect operating income margins in this segment will be similar to fiscal 2011 margins.

We are expecting modestly lower corporate expenses in fiscal 2012 as we balance cost reductions with the need to support business initiatives to sustain long-term growth.  We also expect modestly lower interest expense reflecting fiscal 2011 debt reduction and the expiration of our interest rate swap in December 2011.  And, we believe that our fiscal 2012 effective tax rate will approximate 36% -38%.

Turning to the balance sheet and cash flows, we believe that we will experience a modest use of cash in fiscal 2012.  We expect that cash usage will be largely driven by lower earnings, lower performance-based payments from the U.S. government as a result of an expected continued decline in defense segment sales and higher working capital requirements based on an expectation that sales to external

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customers will continue to rebound in the access equipment segment.  We are also currently anticipating capital expenditures in fiscal 2012 of $85 - $95 million.  Approximately $65 million of the spend represents maintenance spending and the balance is targeted to cost reduction projects.

Upsides to this outlook principally involve the potential for higher M-ATV sales to international customers, higher defense sales due to battle damage and repair, a quicker, more robust economic recovery and accelerated cost reduction.  Downsides to this outlook principally involve risks to estimated FMTV margins, the impact, if any, from U.S. federal budget deficit negotiations on our defense business and a weaker than anticipated economic recovery.

I’ll turn it back over to Charlie for a discussion of our long term opportunities.  Please turn to slide 9.

Charlie Szews

Thanks, Dave.

What to expect beyond FY12

We’re a company of market leading brands and people driven to serve our customers as well as deliver value for shareholders.  That said, we are operating in a very challenging environment.  The significant decline anticipated in U.S. defense spending, the further decline in municipal spending in fiscal 2011 and projected again for fiscal 2012, combined with a slow recovery in our later cycle businesses are just too big to overcome in a short period of time.

As pressure on U.S. defense spending intensified during fiscal 2011 and municipal spending continued its downward trend, we launched a strategic study that allowed us to comprehensively challenge our operating assumptions and identify opportunities to increase earnings and grow shareholder value.  That study confirmed the value of our family of strong brands and validated our strengths in new product development, operations and distribution across specialty vehicle markets.  We currently believe that fiscal 2012 will represent a trough earnings year and the study provides us with a strong roadmap to drive improved operational performance beyond fiscal 2012.  It all starts with our purpose.  At Oshkosh, we are Mission Driven:  To Move the World at Work.  This is a simple and succinct representation of our mission statement to serve and delight customers as well as to drive superior returns for shareholders.

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We have four primary strategies to support our mission.  We characterize them with the word MOVE:

·M - Market recovery and growth

·O - Optimize cost and capital structure

·V - Value innovation

·E - Emerging market expansion

Let’s start with market recovery and growth.  We believe many of our non-defense markets will be in recovery mode after 2012.  Capturing our portion of a realistic market recovery is a large contributor to our improved earnings roadmap.  As you know, just getting back to average, and in some cases prior peak industry volumes, in markets that have been down anywhere from 40 to 90+ percent for a multi-year period can provide significant earnings leverage for our leading brands.  We are improving our processes and discipline to execute effectively when the economic recovery occurs in each of our markets.  And, we continue to believe that we can sustain a $2.0 - $2.5 billion defense business at the bottom of the defense cycle.

Next up is optimizing our cost and capital structure with urgency.  By aggressively attacking our operating and product costs, we expect to realize substantial savings.  We have been or are in the process of consolidating many of our operations, and we see additional opportunities to further reduce our footprint and costs.  In fiscal 2011, we’ve closed about a dozen small or medium sized facilities that are expected to contribute annualized cost savings of approximately $35 million.  We discussed this during our last quarterly conference call and we are still on track with this plan.  Additionally, we have been extending the Oshkosh Operating System, which we expect, along with improving our cost structure, to drive significant earnings.  And finally, we have opportunities to realize further operating synergies across our businesses, which we must pursue and capture.  We have strengthened our balance sheet immensely over the past several years with net debt reduction of more that $2 billion since the recession first impacted the global economy.  We will continue to focus on optimizing our capital structure to contribute to EPS growth and to create options to improve our profitability.

Value innovation is the next thrust.  This has been our primary growth driver over the last 15 years and we will continue to emphasize innovation.    For example, our TAK-4Ò independent suspension has been a key to winning new contracts and is used across multiple product lines, not just defense.  Additionally, we expect recent

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new product offerings in multiple markets such as JLG’s 150-foot Ultra Boom and Pierce’s revolutionary DashÒ CF fire truck to drive new revenues.  These products are the result of our multi-generational product plans, which incorporate our newest technologies and drive our ability to benefit both our customers and our performance.

And finally, we remain committed to emerging market expansion.  Compared with other leading industrial companies, our international revenues are disproportionately lower.  We have tremendous headroom for international growth and are targeting revenues from outside the U.S. to grow to about 30% of sales over the next several years, up from about 10% today.

By executing on these four strategies, we are positioning Oshkosh to achieve consolidated operating income margins of 10% and returns on invested capital of 15% or more.

We are excited to implement our MOVE strategies.  These MOVE plans provide us with a framework for achieving success in markets that are currently more challenging and more competitive than they have ever been.  We have the strong leadership, great brands and a solid plan to achieve our strategic goals to deliver strong returns for shareholders.

At this time, I’ll turn it back over to Pat and the operator to begin the Q&A.

Pat Davidson

Thanks Charlie. I’d like to remind everyone to limit their questions to one plus a follow-up. After the follow-up, we ask that you get back in queue to ask additional questions.

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

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