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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

 

For the fiscal year ended September30, 20092011

or

Commission file number: 1-31371

Oshkosh Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (920) 235-9151

Securities registered pursuant to Section12(b)of the Act:

Securities registered pursuant to Section12(g)of the Act:None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. x Yes o No

Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. o Yes x No

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File requirerequired to be submitted and posted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ox Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in PartIII of this Form10-K or any amendment to this Form10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). o Yes x No

At March31, 2009,2011, the aggregate market value of the registrant’s Common Stock held by non-affiliates was $501,614,424$3,222,820,985 (based on the closing price of $6.74$35.38 per share on the New York Stock Exchange as of such date).

As of November 16, 2009, 89,462,65111, 2011, 91,421,701 shares of the registrant’s Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Proxy Statement for the 2012 Annual Meeting of Shareholders to be held on February 4, 2010 (to be filed with the Commission under Regulation 14A within 120 days after the end of the registrant’s fiscal year and, upon such filing, to be incorporated by reference into PartIII).

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OSHKOSH CORPORATION

FISCAL 20092011 ANNUAL REPORT ON FORM10-K

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As used herein, the “Company”“Company,” “we,” “us” and “our” refers to Oshkosh Corporation and its consolidated subsidiaries. “Oshkosh” refers to Oshkosh Corporation, not including JLG Industries,Inc. and its wholly-owned subsidiaries (“JLG”), Pierce Manufacturing Inc. (“Pierce”), McNeilus Companies,Inc. (“McNeilus”) and its wholly-owned subsidiaries, Kewaunee Fabrications, LLC (“Kewaunee”), Medtec Ambulance Corporation (“Medtec”), JerrDan Corporation (“JerrDan”), Concrete Equipment Company,Inc. and its wholly-owned subsidiary (“CON-E-CO”), London Machinery Inc. and its wholly-owned subsidiary (“London”), BAI Brescia Antincendi International S.r.l. and its wholly-owned subsidiary (“BAI”), Oshkosh Specialty Vehicles Inc.(UK), Limited and AK Specialty Vehicles B.V. and theirits wholly-owned subsidiariessubsidiary (together, “OSV”“SMIT”) and Iowa Mold Tooling Co.,Inc. (“IMT”).  “Oshkosh” refers to Oshkosh Corporation, not including JLG, Pierce, McNeilus, Kewaunee, Medtec, JerrDan, CON-E-CO, London, BAI, OSV, IMT or any other subsidiaries.

The “OshkoshÒ,” “JLGÒ,” “PierceÒ,” “McNeilusÒ,” “MEDTECÒ,” “Jerr-DanÒ,” “FrontlineÔ ;,” “SMITÔ,” “McNeilusÒ,” “CON-E-COÒ,” “LondonÒ,” “IMTÒ,” “SkyTrakÒ,” “LullÒ,” “ToucanÒ,” “LiftluxÒ,” “RevolutionÒ,” “Command ZoneÔ,” “All-SteerÒ,” “TAK-4Ò,” “HerculesÔ,” “HuskyÔ“ “VelocityÔ,” “ImpelÔ,” “Smart-PakÒ,” “PUCÔ,” “LiftpodÔ,” “ClearSkyÔ,” “Auto ReachÒ,” “Sky-ArmÒ,” “TerraMaxÔ“,” “SandCatÔ” and “ProPulseÒ” trademarks and related logos are trademarks or registered trademarks of the Company. All other product and service names referenced in this document are the trademarks or registered trademarks of their respective owners.

All references herein to earnings per share refer to earnings per share assuming dilution.dilution, unless noted otherwise.

For ease of understanding, the Company refers to types of specialty vehicles for particular applications as “markets.” When the Company refers to “market” positions, these comments are based on information available to the Company concerning units sold by those companies currently manufacturing the same types of specialty vehicles and vehicle bodies and are therefore only estimates. Unless otherwise noted, these market positions are based on sales in the United States of America. There can be no assurance that the Company will maintain such market positions in the future.

Cautionary Statement About Forward-Looking Statements

The Company believes that certain statements in “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other statements located elsewhere in this Annual Report on Form10-K are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this report, including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, including those under the caption “Executive Overview” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations,” are forward-looking statements. When used in this Annual Report on Form10-K, 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. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained in Item 1A of PartI of this report.

All forward-looking statements, including those under the caption “Executive Overview” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” speak only as of November 18, 2009.16, 2011. The Company assumes no obligation, and disclaims any obligation, to update information contained in this Annual Report on Form10-K. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.

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PARTI

ITEM 1.BUSINESS

The Company

The Company is a leading designer, manufacturer and marketer of a broad range of specialty vehicles and vehicle bodies. The Company partners with customers to deliver superior solutions that safely and efficiently move people and materials at work, around the globe, and around the clock. The Company began business in 1917 and was among theas an early pioneerspioneer of four-wheel drive technology.technology, and off road mobility technology remains one of its core competencies. The Company currently operates in four business segments:reportable segments for financial reporting purposes: defense, access equipment, fire& emergency and commercial, which comprised 49%57%, 20%26%, 21%10% and 10%7%, respectively, of the Company’s consolidated net sales duringin fiscal 2009.2011. The Company made approximately 56%, 72% and 53% of its net sales for fiscal 2011, 2010 and 2009, respectively, to the U.S. government, a substantial majority of which were under multi-year contracts and programs in the defense vehicle market. See Note 23 to the Consolidated Financial Statements for financial information related to the Company’s business segments.

The Company’s defense segmentCompany has sold products to the U.S. Department of Defense (“DoD”) for over 80 years.years and operates its military tactical wheeled vehicles business as its defense segment. In 1981, Oshkosh was awarded the first Heavy Expanded Mobility Tactical Truck (“HEMTT”) contract for the DoD, and quicklythereafter its defense segment developed into the DoD’s leading supplier of severe-duty, heavy-payload tactical trucks. In recent years, the CompanyOshkosh has broadened its defense product offerings to become the leading manufacturer of severe-duty, heavy- and medium-payload tactical trucks for the DoD, manufacturing vehicles that perform a variety of demanding tasks such as hauling tanks, missile systems, ammunition, fuel, troops and cargo for combat units.

In June2009, the DoD awarded the Company a sole source contract for 2,244 MRAP All Terrain Vehicles  (“M-ATVs”) and associated aftermarket parts packages, valued at $1.06 billion.  Through November 18, 2009, the DoD awarded the Company an additional 3,975 M-ATVs and associated aftermarket parts packages, valued at $2.23 billion.  Unit deliveries under the contract are scheduled through April 2010, with aftermarket parts packages to be delivered through May 2010.  Key attributes of the M-ATV include superior survivability and mobility required for the current conflict in Afghanistan.  The M-ATV represents, the Company’s first major entry into the market for vehicles used in small unit combat operations.

light tactical vehicles. In August2009, the DoD awarded the Company a five-year requirements contract valued at $280.9 million for the production and delivery of 2,571 trucksmedium-payload tactical vehicles and trailers as well as supporting services and engineering under the U.S. Army’s Family of Medium Tactical Vehicles (“FMTV”) Rebuy program.  The FMTV Rebuy program is a five-year requirements contract award for the production of up to 23,000 medium-payload tactical vehicles and trailers as well as support services and engineering.  Competitors have filed protests with the Government Accountability Office (“GAO”) regarding the award of the FMTV contract, and the DoD has issued a stop work order on the FMTV program pending resolution of the protests.  The Company expects the GAO to issue its decision on the protests in December 2009.

In fiscal 2009,2007, the Company received orders totaling $195 million to retrofit approximately 2,400 Mine Resistant Ambush Protected (“MRAP”) vehicles originally manufactured by other companies for the DoD with the Company’s patented TAK-4 independent suspension system.  The Company is actively supporting the engineering and testing for retrofit installationacquired JLG, a global manufacturer of TAK-4 under other MRAP models that could lead to additional TAK-4 sales in the future.  The existing MRAP fleet maintained by the U.S. military consists of over 16,000 vehicles.

The Company’s access equipment segment manufactures aerial work platforms and telehandlers used in a wide variety of construction, agricultural, industrial, institutional and general maintenance applications to position workers and materials at elevated heights. AccessJLG forms the base of the Company’s access equipment segment. JLG’s customers include equipment rental companies, construction contractors, manufacturing companies, home improvement centers and the U.S. military. The access equipment segment also includes Jerr-Dan branded tow trucks (“wreckers”) and roll-back vehicle carriers (“carriers”) sold to towing companies in the U.S. and abroad.

The Company’s fire& emergency segment manufactures commercial and custom firefighting vehicles and equipment, aircraft rescue and firefighting (“ARFF”) vehicles, snow removal vehicles, ambulances wreckers, carriers and other emergency vehicles primarily sold to fire departments, airports and other governmental units and towing companies in the U.S.Americas and abroad; mobile medical trailers sold to hospitals and third-party medical service providers in the U.S., Europe and a growing number of other regions;Europe; and broadcast vehicles sold to broadcasters and television stations in North Americathe Americas and abroad.  In October 2009, the Company sold its 75% interest in its European fire apparatus business, BAI.

The Company’s commercial segment manufactures rear- and front-discharge concrete mixers, refuse collection vehicles, portable and stationary concrete batch plants and vehicle components sold to ready-mix companies and commercial and municipal waste haulers in North America and other international markets and field service vehicles and truck-mounted cranes sold to mining, construction and other companies in the U.S.Americas and abroad.  On July 1, 2009, the Company completed

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Diversified Product Offering. The Company believes its broad product offerings and target markets serve to diversify its sources of revenues, mitigate the impact of economic cycles and provide multiple platforms for potential internalorganic growth and acquisitions. The Company’s product offerings provide extensive opportunities for bundling of products for sale to customers, co-location of manufacturing, leveraging purchasing power and sharing technology within and between segments. For each of its target markets, the Company has developed or acquired a broad product line in an effort to become a single-source provider of specialty vehicles, vehicle bodies, parts and service and related products to its customers. In addition, the Company has established an extensive domestic and international distribution system for specialty vehicles and vehicle bodies tailored to each market.

Quality Products and Customer Service. The Company has developed strong brand recognition amongfor its products as a result of its commitment to meet the stringent product quality and reliability requirements of its customers andin the specialty vehicle and vehicle body markets it serves. The Company frequently achieves premium pricing due to the durability and low life cycle costs for its products. The Company also achieves high quality customer service through its extensive parts and service support programs, which are generally available to domestic customers 365days a year in all product lines throughout the Company’s distribution systems.

Innovative and Proprietary Components. The Company’s advanced design and engineering capabilities have contributed to the development of innovative and/or proprietary, severe-duty components that enhance vehicle performance, reduce manufacturing costs and strengthen customer relationships. The Company’s advanced design and engineering capabilities have also allowed it to integrate many of these components across various product lines, which enhances its ability to compete for new business and reduces its costs to manufacture its products compared to manufacturers who simply assemble purchased components. Examples of the Company’s innovative components include:

·                                          The TAK-4 independent suspension system, which the Company is able to installuses on multiple vehicle platforms in its defense and fire& emergency segments and which it installs on other manufacturers’ MRAP vehicles andMine Resistant Ambush Protected (“MRAP”) vehicles;

·The Command Zone multiplexing technology which the Company believes was criticalhas applied to the Company winning the M-ATV contract;numerous products in each of its segments to control, monitor and diagnose electronic components;

·                                          The Pierce Ultimate Configuration (“PUC”) vehicle configuration, which eliminates the bulky pumphouse from firefighting vehicles, making such vehicles easier to use and service;

·                                          McNeilusThe pulse technology on the Company’s new Global Striker, which allows the customer to deliver dry chemical powder 90 feet;

·The integration of compressed natural gas-poweredgas to power McNeilus’ refuse collection vehicles and concrete mixers, which reducereduces fuel costs and emissions; and

·                                          ClearSky telematics solution for JLG aerial work platforms, which remotely connects a rental fleet, providing information on location, operating status and equipment health.

Flexible and Efficient Manufacturing. Over the past 13 15years, the Company has significantly increased manufacturing efficiencies. The Company believes it has competitive advantages over larger vehicle manufacturers in its specialty vehicle markets due to its manufacturing flexibility, vertical integration, purchasing power in specialty vehicle components and custom fabrication capabilities. In addition, the Company believes it has competitive advantages over smaller vehicle and vehicle body manufacturers due to its relatively higher volumes of similar products that permit the use of moving assembly lines and which allow it to leverage purchasing power and technology opportunities across product lines.  The Company believes its plan to meet the aggressive delivery requirements for M-ATVs under the recently awarded DoD contract is an example of its robust manufacturing capability.  In addition to the Company’s existing defense truck manufacturing facilities in Oshkosh, Wisconsin, the Company is assembling M-ATV crew capsules and complete M-ATVs at its JLG manufacturing facility in McConnellsburg, Pennsylvania.

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Business Strategy

The Company is focused on increasing its net sales, profitability and cash flow and strengthening its balance sheet by capitalizing on its competitive strengths and pursuing a comprehensive,an integrated business strategy. Key elementsThe Company completed a comprehensive strategic planning process in fiscal 2011 that culminated in the creation of the Company’s business strategy include:roadmap, named MOVE, to deliver superior long-term growth and earnings for its shareholders. The Company’s MOVE roadmap consists of four key strategies:

Pursuing Global GrowthMarket Recovery and Profitability.Growth. The Company believes that many of its non-defense markets will begin to recover after fiscal 2012. The Company plans to capture and improve its historic share of a market recovery. A number of the markets in which the Company participates are down anywhere from 40% to more than 90% from peak levels, some since 2007, and vehicle fleets continue to age. The Company is working to improve its sales, inventory and operations planning and sales capture processes to more effectively respond to customers’ needs when the recovery occurs in each of its markets. Also, throughout the extended period of weak economic conditions, the Company has continued to focus on staying close to its customers and providing high quality customer service through its extensive parts and service support programs, which are generally available to customers 365 days a year in all product lines throughout the Company’s distribution systems.

Optimize Cost and Capital Structure. The Company plans to continueoptimize its focus on those specialty vehiclecost and vehicle body markets where it has or can acquire strong market positions over time and where it believes it can leverage synergies in purchasing, manufacturing, technology and distribution to increase sales and profitability.  As it focuses in the near-term on ramping up production to meet the delivery requirements of the recently awarded M-ATV and TAK-4 independent suspension contracts, the Company will continue to pursue follow-on orders and additional contracts from its largest customer, the DoD.  Business development teams actively pursue new customers, including those in adjacent markets.  In addition, the Company believes that opportunities exist to develop or increase distribution of its products, particularly in the access equipment segment, in global markets including developing countries in Asia, Eastern Europe, the Middle East and Latin America.  After it accomplishes its plan to significantly reduce debt, the Company intends to selectively pursue strategic acquisitions, both domestically and internationally, to enhance the Company’s product offerings and expand its international presence in specialty vehicle and vehicle body markets.

Introducing New Products.  The Company intends to maintain its emphasis on new product development as it seeks to expand sales by leading its core markets in the introduction of new or improved products and new technologies, through internal development, strategic acquisitions or licensing of technology.  The Company actively seeks to commercialize emerging technologies that are capable of expanding customer uses of its products.

Providing Superior Quality and Service to Each Market.  The Company generally sells premium product lines in each of its markets and seekscapital structure to provide superior qualityvalue for customers and service in each market to sustainshareholders by aggressively attacking its premium product positioning.  In times of weak economic conditions, the Company believes that providing superior quality and service is even more important as customers look to partner with suppliers they know will be there to help them through tough conditions.  Each of the Company’s businesses maintains active programs involving customer outreach, design and manufacturing quality and supplier certification to assure superior product quality.

Focusing on Lean Operations.  The Company seeks to deliver high performance products to customers at both low total product life cycle costs and low acquisition prices.operating costs. Historically, the Company has utilized teams of industrial engineers and procurement specialists to re-engineer manufacturing processes and leverage purchasing volumes to meet these objectives. The Company also utilizes a comprehensive, lean enterprise focus to continue its drive to be a low cost producer in all of its product lines and to deliver low product life cycle costs for its customers. Lean is a methodology to eliminate non-value added work from a process stream. During the last few years, the Company has implemented this strategy by:

·                                          Consolidating its manufacturing footprint resulting in a 20% reduction in manufacturing facilities since 2008 with plans to further optimize its footprint;

·Combining the Company’s strategic purchasing teams globally into a single organization led by an externally recruited chief procurement officer to capture its full purchasing power across its businesses and to promote low cost country sourcing;

·                                          Utilizing integrated project teams to reduce product costs for the FMTV program and other key products;

·Creating chartered cost reduction teams at all businesses and introducing broad-based training programs;

·                                          Creating a new global manufacturing team to leverage manufacturing synergies across its segments and further promote quality and lean initiatives;

·Creating a quality management system to drive enhanced quality throughout all of the Company’s businesses resulting in satisfied customers and a lower cost of quality; and

·                                          Launching the Oshkosh Operating System (“OOS”) to create common practices across the Company to enhance its performance. The OOS is a system of doing business that is focused on serving and delighting customers by utilizing continuous improvement and lean practices. The Company believes that the OOS enables it to sustain superior performance for its customers, shareholders, employees and other stakeholders.

As a result of this focus, the Company expects to more efficiently utilize its manufacturing facilities, increase inventory turns and reduce product costs, manufacturing lead times and new product development cycle times over the next several years. The Company believes that by optimizing its cost structure it will be able to continue to reduce its outstanding debt.

Value Innovation. The Company intends to maintain its emphasis on new product development as it seeks to expand sales and margins by leading its core markets in the introduction of new or improved products and new technologies. Internal development, licensing of technology and strategic acquisitions are utilized to execute multi-generational product plans in each of the Company’s businesses. The Company actively seeks to commercialize emerging technologies that are capable of expanding customer uses of its products.

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Focusing on Cost Management and Debt Reduction.  In light of significantly lower demand in certainExamples of the Company’s businesses asinnovative components include:

·The TAK-4 independent suspension system, which the Company uses on multiple vehicle platforms in its defense and fire& emergency segments and which it installs on other manufacturers’ MRAP vehicles;

·The Dash Cab Forward, which is a resultnew fire fighting vehicle featuring an innovative tilting cab-forward design that repositions the engine rearward and lower between the frame rails, with an open interior configuration that helps firefighters to better prepare for the unexpected situations they face when arriving on the scene of the global recession, fluctuating steela fire or other emergency situation;

·The integration of compressed natural gas to power McNeilus’ refuse collection vehicles and otherconcrete mixers, which reduces fuel costs and its significant leverage, theemissions; and

·The Light Combat All Terrain Vehicle (“L-ATV”), which incorporates field-proven technologies, advanced armor solutions and expeditionary levels of mobility to redefine safety and performance standards.

Emerging Market Expansion. The Company plans to continue its expansion into those specialty vehicle and vehicle body markets globally where it has or can acquire strong market positions over time and where it believes it can leverage synergies in purchasing, manufacturing, technology and distribution to focus on cost managementincrease sales and reduction as well as generating cash for debt reduction.profitability. Business development teams actively pursue new customers in targeted developing countries in Asia, Eastern Europe, the Middle East and Latin America. In late fiscal 2008 and fiscal 2009,pursuit of this strategy, the Company quickly and proactively took actions, including reducing its global workforce by approximately 20% and cutting discretionary spending, which resultedopened a 193,000 square foot facility in significant overhead and operating cost reductions.  The Company expects to continue to focus on cost reduction initiativesTianjin, China in fiscal May 2010 to produce JLG access equipment for the Asian market. In fiscal 2011, the Company commenced concrete mixer manufacturing in Brazil and opened new sales and service offices in Russia,India, Saudi Arabia and China to pursue various opportunities in each of those countries. After the Company accomplishes its plan to further reduce its cost structuredebt, it would also consider selectively pursuing strategic acquisitions, primarily internationally, to enhance the Company’s product offerings and accelerate debt reduction, even as the Company is currently adding toexpand its workforce to appropriately staff for the M-ATV contract.  The Company has also focused significant attention on reducing working capital to free up cash for debt reduction, primarily through tighter controls over productioninternational presence in specialty vehicle and inventory reduction programs.vehicle body markets.

Products

The Company is focused on the following core segments of the specialty vehicle and vehicle body markets:

Defense Segment.segment. The Company has sold products to the DoD for over 80years. The Company also exports tactical trucks to approved foreign customers. By successfully responding to the DoD’s changing vehicle requirements, the Company has become the leading manufacturer of severe-duty, heavy- and medium-payload tactical trucks for the DoD.DoD and is rapidly expanding its portfolio of light-payload tactical trucks. The Company manufactures vehicles that perform a variety of demanding tasks such as hauling tanks, missile systems, ammunition, fuel, troops and cargo for combat units. The Company’s proprietary military all-wheel drive product line of heavy-payload tactical trucks includes the HEMTT, the Heavy Equipment Transporter (“HET”), the Palletized Load System (“PLS”), the Common Bridge Transporter and the Logistic Vehicle System Replacement (“LVSR”). The Company’s proprietary military medium-payload tactical trucks include the Medium Tactical Vehicle Replacement (“MTVR”), the FMTV and the Medium Tactical Truck (“MTT”), a line of lower-cost, severe-duty, medium-payload tactical trucks suitable for less demanding requirements than the MTVR. The Company’s proprietary M-ATV and related variants is the Company’s first major entry into the light tactical vehicle market. The M-ATV was specially designed with superior survivability as well as extreme off-road mobility for use in small unit combat operations for the current conflict in Afghanistan. The defense segment also makes a multi-role light tactical vehicle, the SandCat. The SandCat is designed for high-speed, highly-protected, highly-maneuverable operations. It can be configured to fit various missions including, special operations, homeland defense, law enforcement and peace-keeping. In October2011, the Company introduced the L-ATV to continue to expand its light tactical vehicle offering. The affordable L-ATV incorporates field-proven technologies, advanced armor solutions and expeditionary levels of mobility to redefine safety and performance standards for the U.S. Armed Forces and international militaries. The L-ATV also exports severe-duty, heavy-is designed for future growth, with the ability to accept additional armor packages and medium-payload tactical trucks to approved foreign customers.technology upgrades as the mission requires.

In May 2006, the DoD awarded the Company a production contract for the LVSR vehicle and associated manuals, vehicle kits, test support and training for the U.S. Marine Corps.  The Company estimates that this fixed-price indefinite delivery, indefinite quantity (“ID/IQ”) contract will approximate $740.2 million based on a production quantity of 1,592 units over a six-year period.  The contract allows for the purchase of up to 1,900 cargo, wrecker and fifth-wheel LVSR variants.  The Company delivered the first units under the contract in fiscal 2007.

In October 2008, the DoD awarded the Company a three-year, firm, fixed-priced requirements contract for the continued production of the Family of Heavy Tactical Vehicles (“FHTV”). To date, the Company has received orders totaling $3.1 billion under this contract.  The contract includes the production of the HEMTT, HEMTT-ESP, PLS and PLS Trailer as well as associated logistics and configuration management support. The FHTV contract expired in September2011, with expected vehicle deliveries to continue through March2013. The Company is in negotiations with the U.S. Army regarding a bridge contract for the FHTV program under which it 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 the Company’s vehicles under this contract so that the U.S. Army could compete the program.

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The Company, through its Frontline brand, is a leading manufacturer, system designer and integrator of television broadcast, satellite news gathering and microwave transmission electronic news gathering vehicles for broadcasters, TV stations, broadcast production and radio stations in the Americas and abroad. The Company’s vehicles have been used to broadcast the NFL Superbowl, the FIFA World Cup and the Olympics.

The Company offers three- to fifteen-year municipal lease financing programs to its fire & emergency segment customers in the U.S. through Oshkosh Equipment Finance, L.L.C., doing business as Oshkosh Capital (“Oshkosh Capital”). Programs include competitive lease financing rates, creative and flexible finance arrangements and the ease of one-stop shopping for customers’ equipment and financing. The lease financing transactions are executed through a private label arrangement with an independent third-party finance company.

Commercial Segment.segment. Through McNeilus, the Company is a leading North American manufacturer of refuse collection vehicles for the waste services industry.industry throughout the Americas. Through Oshkosh, McNeilus, London and CON-E-CO, the Company is a leading manufacturer of front- and rear-discharge concrete mixers and portable and stationary concrete batch plants for the concrete

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Logistics services are increasingly important to the DoD. The Company believes that its proven worldwide logistics capabilities and internet-based ordering, invoicing and electronic payment systems have significantly contributed to the expansion of its defense parts and service business since fiscal 2002, following the commencement of Operation Iraqi Freedom and Operation Enduring Freedom. The Company maintains a large parts distribution warehouse network in Milwaukee, Wisconsin to fulfill stringent parts delivery schedule requirements, as well as satellite facilities near DoD bases in the U.S., Europe, Asia and the Middle East. The Company has been particularly active in recent years performing maintenance and armoring services for the DoD at areas near or in the theater of military conflicts. On October 21, 2011, the President announced that virtually all U.S. troops will be removed from Iraq by the end of 2011. Further, plans exist regarding a future drawdown of U.S. military involvement in Afghanistan, although DoD officials have said that they expect to maintain approximately 40,000 U.S. troops stationed across the Middle East after the Iraq and Afghanistan troop drawdown. While the troop drawdown is likely to reduce the DoD’s requirements, the Company believes that its proven capabilities in logistical services will continue to provide it a competitive advantage.

Access Equipment Segmentequipment segment.. JLG’s products are marketed in over 3,500 locations worldwideacross six continents through independent rental companies and distributors that purchase JLG products and then rent or sell them and provide service support, as well as through other sales and service branches or organizations in which the Company holds equity positions. North American customers are located in all 50 states in the U.S., as well as in Canada and Mexico.  International customers are located in Europe, the Asia/Pacific region, Australia, Africa, the Middle East and Latin America.  JLG’s sales force is comprised of approximately 100140 employees worldwide. In North America, teams of salesSales employees are dedicated to specific major customers, channels or geographic regions. JLG’s international sales employees in Europe and the rest of the world are spread among JLG’s approximately 20 international sales and service offices.

JLG produces telehandlers under an exclusive license from Caterpillar Inc. and sells the Caterpillar-branded telehandlers to the worldwide Caterpillar distribution network through a dedicated JLG sales and service team. JLG also produces a line of telehandlers for the agricultural market under a license from SAME Deutz-Fahr and sells SAME Deutz-Fahr-branded telehandlers directly to SAME Deutz-Fahr’s dealer network.

JLG and an unaffiliated third-party are joint venture partners in RiRent Europe, B.V. (“RiRent”). RiRent maintains a fleet of access equipment for short-term lease to rental companies throughout most of Europe. The re-rental fleet provides rental companies with equipment to support short notice rental requirements. RiRent does not provide rental services directly to end users.

The Company markets its Jerr-Dan branded carriers and wreckers through its network of approximately 55 independent distributors.

Fire & Emergency Segmentemergency segment.. The Company believes the geographic breadth, size and quality of its Pierce fire apparatus sales and service organization are competitive advantages in a market characterized by a few large manufacturers and numerous small, regional competitors. Pierce’s fire apparatus are sold through over 30 independent sales and service organizations with more than 275 sales representatives in the U.S., and Canada, which combine broad geographical reach with frequency of contact with fire departments and municipal government officials. These sales and service organizations are supported by approximately 75 product and marketing support professionals and contract administrators at Pierce. The Company believes frequency of contact and local presence are important to cultivate major, and typically infrequent, purchases involving the city or town council, fire department, purchasing, finance and mayoral offices, among others, that may participate in a fire apparatus bid and selection. After the sale, Pierce’s nationwide local parts and service capability is available to help municipalities maintain peak readiness for this vital municipal service. Pierce also sells directly to the DoD and other U.S. government agencies. Many of the Pierce fire apparatus sold to the DoD are placed in service at U.S. military bases, camps and stations overseas. Additionally, Pierce sells fire apparatus to numerous international municipal and industrial fire departments through a network of international dealers. The Company markets its Frontline-branded broadcast vehicles through sales representatives and its Frontline-branded command vehicles through both sales representatives and dealer organizations that are directed at government and commercial customers.

The Company markets its Oshkosh-branded ARFF vehicles through a combination of five direct sales representatives domestically and 30over 60 representatives and distributors in international markets. Certain of these international representatives and distributors also handle Pierce products. The Company has over 30 full-time sales and service representatives and 2019 distributor locations focused on the sale of snow removal vehicles, principally to airports, but also to municipalities, counties and other governmental entities in the U.S. and Canada. In addition, the Company maintains offices in Dubai, United Arab EmiratesEmirates; Beijing, China; Moscow, Russia; and Beijing, ChinaSingapore to support airport product vehicle sales in the Middle East, China, Russia and Southeast Asia.

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The Company markets its Medtec-branded ambulances through more than 20 independent distributor organizations with over 70 representatives focused on sales to the U.S. ambulance market. JerrDanThe Company markets its carriers and wreckers through its worldwide network of approximately 75 independent distributors, supported by JerrDan’s direct sales force.  OSV markets itsOSV-branded mobile medical trailers and broadcast vehicles through 20five in-house sales and service representatives in the U.S. and threeSMIT markets its mobile medical trailers through one in-house sales and service representativesrepresentative in Europe.Europe and one in-house sales and service representative in the Middle East.

Commercial Segmentsegment.. The Company operates 20 distribution centers with over 150140 in-house sales and service representatives in the U.S. to sell and service refuse collection vehicles, rear- and front-discharge concrete mixers and concrete batch plants. These centers are in addition to sales and service activities at the Company’s manufacturing facilities, and they provide sales, service and parts distribution to customers in their geographic regions. ThreeTwo of the distribution centers also have paint facilities and can provide significant additional paint and mounting services during peak demand periods. The Company also uses overapproximately 30 independent sales and service organizations to market its CON-E-CO branded concrete batch plants. The Company believes this network represents one of the largest concrete mixer, concrete batch plant and refuse collection vehicle distribution networks in the U.S.

In Canada, the Company operates two distribution centers with eight outside and in-house sales and service representatives to sell and service its rear-discharge concrete mixers, refuse collection vehicles and concrete batch plants.

The Company believes its direct distribution to customers is a competitive advantage in concrete mixer and refuse collection vehicle markets, particularly in the U.S. waste services industry where principal competitors distribute through dealers, and to a lesser extent in the ready mix concrete industry, where several competitors and the Company in part use dealers. The Company believes direct distribution permits a more focused sales force in the U.S. concrete mixer and refuse

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Defense Segmentsegment.. The Company produces heavy-payload, medium-payload and medium-payloadlight-payload tactical wheeled vehicles for the U.S. and other militaries.militaries and for law enforcement applications. Competition for sales of these tactical wheeled vehicles includes, among others, BAE Systems plc, Man Group plc, Mercedes-Benz (a subsidiary of Daimler AG), Navistar Defense LLC (a subsidiary of Navistar International Corporation), The Volvo Group, Force Protection Inc. and General Dynamics Corp. The principal method of competition in the defense segment involves a competitive bid that takes into account factors as determined by the applicable military customer, such as price, product performance, small and disadvantaged business participation, product quality, adherence to bid specifications, production capability, project management capability, past performance and product support. Usually, the Company’s truck systems must also pass extensive testing. The Company believes that its competitive strengths include: strategic global purchasing capabilities leveraged across multiple business segments; extensive pricing/costing and defense contracting expertise; a significant installed base of vehicles currently in use throughout the world; large-scale, flexible and high-efficiency vertically-integrated manufacturing capabilities; patented and/or proprietary vehicle components such as TAK-4 independent suspension, Oshkosh power transfer cases and Command Zone vehicle diagnostics; ability to develop new and improved product capabilities responsive to the needs of its customers; product qualityquality; and after-market parts sales and service capabilities.

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 the U.S. Army and U.S. Marines will conduct competitions for programs for which the Company currently has contracts upon the expiration of the existing contracts. Competition for these and other DoD programs could result in future contracts being awarded based upon different competitive factors than those described above and would primarily include price, production capability and past performance. In addition, current economic conditions have put significant pressure on the U.S. federal budget.  The Budget Control Act of 2011 contains an automatic sequestration feature that would order cuts to the defense budget if Congress fails to enact the specified $1.2 trillion in U.S. federal deficit reductions to be recommended by the Joint Committee. Budgetary concerns could result in future contracts being awarded more on price than the past competitive factors described above.

Access Equipment Segmentequipment segment.. JLG operates in the global construction, maintenance, industrial and agricultural equipment markets. JLG’s competitors range from some of the world’s largest multi-national construction equipment manufacturers to small single-product niche manufacturers. Within this global market, competition for sales of aerial work platform vehicles includes Genie Industries, Inc. (a subsidiary of Terex Corporation), Haulotte Group, Skyjack Inc. (a subsidiary of Linamar Corporation), Aichi Corporation (a subsidiary of Toyota Industries Corporation) and over 2040 smaller manufacturers. Global competition for sales of telehandler vehicles includes Genie Industries, Inc. (a subsidiary of Terex Corporation),the Manitou Group, J C Bamford Excavators Ltd., the Manitou Group, Merlo SpA and Genie Industries, Inc. and over 2030 smaller manufacturers. In addition, JLG faces competition from numerous manufacturers of other niche products such as boom vehicles, cherry pickers, skid steer loaders, mast climbers, straight mast and vehicle-mounted fork-lifts, rough-terrain and all-terrain cranes, vehicle-mounted cranes, portable material lifts, various types of material handling equipment, scaffolding and the common ladder that offer functionality that is similar to or overlaps that of JLG’s products. Principal methods of competition include brand awareness, product innovation and performance, quality, service and support, product availability and the extent to which a company offers single-source customer solutions. The Company believes its competitive strengths include: premium brand names; broad and single-source product offerings; product quality; worldwide distribution; safety record; service and support network; global procurement scalescale; and extensive manufacturing capabilities.

Fire & Emergency Segment.  The Company produces and sells custom and commercial firefighting vehicles in the U.S. under the Pierce brand.  Competitors include Rosenbauer International AG, Emergency One, Inc. (owned by American Industrial Partners), Kovatch Mobile Equipment Corp., and numerous smaller, regional manufacturers.  Principal methods of competition include brand awareness, the extent to which a company offers single-source customer solutions, product quality, product innovation, dealer distribution, service and support and price.  The Company believes that its competitive strengths include: recognized, premium brand name; nationwide network of independent Pierce dealers; extensive, high-quality and innovative product offerings, which include single-source customer solutions for aerials, pumpers and rescue units; large-

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extensive, high-quality and innovative product offerings, which include single-source customer solutions for aerials, pumpers and rescue units; large-scale and high-efficiency custom manufacturing capabilities; and proprietary technologies such as the PUC vehicle configuration, TAK-4 independent suspension, Hercules and Husky foam systems and Command Zone electronics.

Oshkosh manufactures ARFF vehicles for sale in the U.S. and abroad. Oshkosh’s principal competitor for ARFF sales is Rosenbauer International AG. Oshkosh also manufactures snow removal vehicles, principally for U.S. airports. The Company’s principal competitors for snow removal vehicle sales are Fortbrand Services, Inc., Wausau-Everest LP (a subsidiary of Specialized Industries LP) and M-B Companies, Inc. Principal methods of competition for airport products are price, product performance, service, product quality and innovation. The Company believes its competitive strengths in these airport markets include its high-quality, innovative products and low-cost manufacturing capabilities.

Pierce manufactures Medtec-branded ambulances, primarily for sale in the U.S. Medtec’sPierce’s principal competition for ambulance sales is from Halcore Group, Inc. (owned by TransOcean Capital, Inc.), Wheeled Coach Industries, (ownedAmerican Emergency Vehicles, Horton Emergency Vehicles, Leader Emergency Vehicles and Road Rescue (all brands owned by American Industrial Partners),Allied Specialty Vehicles) and Marque Inc./McCoy-Miller, LLC.LLC (owned by Thor Industries). Principal methods of competition are price, service and product quality. The Company believes its competitive strengths in the ambulance market include its high-quality, fully customizable and value-priced products.

OSV is a manufacturer ofThe Company manufacturers mobile medical trailers broadcast and command vehicles.  OSV’s principalvehicles under the OSV and SMIT brand names. Principal competition for mobile medical trailers is from Med Coach, LLC and Ellis and Watts International, Inc.  OSV’s principal competition for broadcast vehicles is from Wolf Coach (a subsidiary of L-3 Communication Holdings, Inc.) and Television Engineering Corporation. Principal methods of competition are product quality and availability, price and service. The Company believes its competitive strengths in OSV’sOSV and SMIT’s markets include its high-quality products, excellent relationships with manufacturers of equipment installed in its vehicles and low-cost manufacturing capabilities.

Commercial Segmentsegment.. The Company produces front- and rear-discharge concrete mixers and batch plants for the Americas under the Oshkosh, McNeilus, CON-E-CO and London brands. Competition for concrete mixer and batch plant sales includes Continental Manufacturing Co. (a subsidiary of Navistar International Corporation), Terex Corporation and Kimble Manufacturing Company (a subsidiary of The Hines Corporation). Principal methods of competition are price, service, product features, product quality and product availability and price.availability. The Company believes its competitive strengths includeinclude: strong brand recognition,recognition; large-scale and high-efficiency manufacturing,manufacturing; extensive product offerings,offerings; high product quality,quality; a significant installed base of concrete mixers in use in the marketplacemarketplace; and its nationwide, Company-owned network of sales and service centers.

McNeilus also produces refuse collection vehicles for the Americas.North America and international markets. Competitors include The Heil Company (a subsidiary of Dover Corporation), LaBrie Equipment Ltd. and New Way (a subsidiary of Scranton Manufacturing Company, Inc.). The principal methods of competition are service, product quality, product performance, service and price. Increasingly, the Company is competing for municipal business and large commercial business in the Americas, which is based on lowest qualified bid. The Company believes its competitive strengths in the Americas refuse collection vehicle markets includeinclude: strong brand recognition,recognition; comprehensive product offerings,offerings; a reputation for high-quality products,products; large-scale and high-efficiency manufacturingmanufacturing; and extensive networks of Company-owned sales and service centers located throughout the U.S.

IMT is a manufacturer of field service vehicles and truck-mounted cranes for the construction, equipment dealer, building supply, utility, tire service and mining industries. IMT’s principal field service competition is from Auto Crane Company (owned by Gridiron Capital), Stellar Industries, Inc., Maintainer Corporation of Iowa, Inc. and other regional companies. Competition in truck-mounted cranes comes primarily from European companies including Palfinger AG, Cargotec Corporation and Fassi Group SpA. Principal methods of competition are product quality, price and service. The Company believes its competitive strengths include its high-quality products, global distribution network and low-cost manufacturing capabilities.

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Available Information

The Company maintains a website with the address www.oshkoshcorporation.com.www.oshkoshcorporation.com. The Company is not including the information contained on the Company’s website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. The Company makes available free of charge (other than an investor’s own Internet access charges) through its website its Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after the Company electronically files such materials with, or furnishes such materials to, the Securities and Exchange Commission (“SEC”).

ITEM 1A.RISK FACTORS

The Company’s financial position, results of operations and cash flows are subject to various risks, many of which are not exclusively within the Company’s control, thatwhich may cause actual performance to differ materially from historical or projected future performance. InformationInvestors should consider carefully information in this Form 10-K should be considered carefully by investors in light of the risk factors described below and the information set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Certain Assumptions.”

The M-ATV contract is a high profile and urgent priority for the DoD, which requires a significant and rapid increase in the rate of production of these vehicles.  If we are not able to meet the required delivery schedule for this contract, our ability to secure future military business may be materially adversely impacted.

The M-ATV contract requires that we quickly ramp up M-ATV production levels to 1,000 vehicles per month by December 2009.  Our ability to meet the required production levels is largely dependent on procuring the necessary material and components in sufficient quantities and on a timely basis.We may incur costs beyond our estimates to ramp up production. In addition, the DoD continues to perform significant levels of testing of the initial vehicles delivered by us. This testing could lead to material retrofits to vehicles that have already been produced or the need to change the configuration of vehicles yet to be built. Material retrofits could involve higher costs than we have estimated for the program.If we are unable to timely complete any of the foregoing items or if we are required to perform significant retrofits to existing vehicles or change the configuration of the vehicles, we may not be able to timely deliver the quantity of vehicles required by the contract.  This could negatively impact our ability to win future business with the DoD or other foreign military customers, which, along with the other risks to our costs in this program, would adversely affect our future earnings and cash flows. See “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” and “A disruption or termination of the supply of parts, materials, components and

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sales occurring in the spring and summer months, which constitute the traditional construction season.season in the Northern hemisphere.

The global economy is currently experiencing a severe recession,continues to experience weakness, which has negatively impacted our sales volumes for our access equipment, commercial and to a lesser extent, fire & emergency products.products as compared to historical levels. In addition, the global economic weakness has caused lending institutions to tighten their credit lending standards, which has restricted our customers’ access to capital. 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. In addition, many customers of ours have been reducing their expenditures for access equipment. Furthermore, municipalMunicipal tax revenues in the U.S. have weakened, which has negatively impacted demand for fire apparatus. The towingapparatus and refuse collection vehicles and delayed the recovery equipmentin these markets. Furthermore, it is possible that emerging market is also beinggrowth could slow, which could negatively impacted by the global economy and tight creditimpact our growth in those markets. We cannot provide any assurance that the global recessioneconomic 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 what we or the market expect. If the global recessioneconomic weakness and tight credit markets continue or become more severe, or if any economic recovery progresses more slowly than what we or the market expect, then there could be a material adverse effect on our net sales, financial condition, profitability and/or cash flows.

The high levels of sales in our defense business in recent years have been due in significant part to demand for defense trucks, replacement parts and services (including armoring) and truck remanufacturing arising from the conflicts in Iraq and Afghanistan. Events such as these are unplanned, and we cannot predict how long these conflicts will last or the demand for our products that will arise out of such events. Accordingly, we cannot provide any assurance that the increased defense business as a result of these conflicts will continue. Furthermore, 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 M-ATV and FMTV contracts. New vehicle production under the M-ATV contract is currently scheduled to continue only through April 2010. In addition, the bailout of U.S. financial institutions, insurance companies and others as well as the U.S. economic stimulus package are expected to put significant pressure on the U.S. federal budget, including the defense budget. Moreover, uncertainty 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. It is too early to tell what the impact of federal budget pressures and future defense funding for U.S. military involvement in Iraq and Afghanistan will mean to funding for Oshkosh defense programs. As such, we cannot provide any assurance that funding for our defense programs will not be impacted by defense policies and federal budget pressures.

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. Approximately 85% 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. Goodwill and indefinite-lived intangible assets that are expected to contribute indefinitely to our cash flows are not amortized, but instead are evaluated for impairment at least annually, or more frequently if potential

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·Most of our government contracts, including the FMTV contract, recently awardedare 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 us is currently being protested by certain unsuccessful bidders forprice 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 start-up and capital 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 caused us to devote more attention to increasing our FMTV production capacity, which 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 investincur losses through the first quarter of fiscal 2012. Although we expect sales for the FMTV contract to be profitable starting in the start-upsecond quarter of fiscal 2012, this program.  We mayexpectation 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, a 1% escalation in material costs over our projection for FMTV orders currently in backlog would increase the cost of materials by approximately $24 million. Although we do not be ablebelieve that such an increase would result in a loss on future sales under this contract, it would significantly reduce our expected future gross margins on orders currently in backlog. It is possible that other assumptions underlying the analysis could change in such a manner that we would determine in the future that this is a loss contract, which could result in a material charge to recover these amounts if the protests are upheld.earnings.

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

·                                          The amountCompetitions for the award of orders for defense trucks or componentstruck contracts are intense, and we cannot provide any assurance that we may receive under certain of our government contracts is uncertain, andwill be successful in the defense truck procurement competitions in which we may not receive additional or follow-on orders relating to contract awards we have received, including for M-ATVs, FMTVs or TAK-4 independent suspension retrofits.participate.

·                                          Our defense products undergo rigorous testing by the customer and are subject to highly technical requirements. Any failure to pass these testsor to comply with these requirements could result in unanticipated retrofit costs, delayed acceptance of trucks,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. In particular, orders for M-ATVs are requiring substantial personnel and production resources at several of our facilities to enable us to quickly ramp up production to meet the delivery requirements for such orders.

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Comprehensive Environmental Response, Compensation, and Liability Act and similar state laws, each potentially responsible party (“PRP”) that contributed hazardous substances may be jointly and severally liable for the costs associated with cleaning up these sites. Typically, PRPs negotiate a resolution with the EPA and/or the state environmental agencies. PRPs also negotiate with each other regarding allocation of the cleanup cost.  The Company has been named a PRP with regard to three multiple-party sites.  Based on current estimates, the Company believes its liability at these sites will not be material and any responsibility of the Company is adequately covered through established reserves.

The Company has been addressing a regional trichloroethylene (“TCE”) groundwater plume on the south side of Oshkosh, Wisconsin.  The Company believes there may be multiple sources of TCE in the area.  TCE was detected at the Company’s North Plant facility with testing showing the highest concentrations in a monitoring well located on the upgradient property line.  In July 2009, upon completion of additional testing with favorable results at the Company’s North Plant facility, the State of Wisconsin Department of Natural Resources (“WDNR”) agreed to close its investigation of the North Plant facility and not to require any remediation at the North Plant facility at this time provided that the Company and any subsequent owner of the North Plant facility comply with certain conditions.  The WDNR may reopen its investigation of the matter if additional evidence of contamination at the North Plant facility is discovered.  Also, as part of the regional TCE groundwater investigation, the Company conducted a groundwater investigation of a former landfill located on Company property.  The landfill, acquired by the Company in 1972, is approximately 2.0 acres in size and is believed to have been used for the disposal of household waste.  Based on the investigation, the Company believes, and the WDNR has concurred, that the landfill is not one of the sources of the TCE contamination.  As such, in March 2009, the WDNR agreed to close its investigation of the landfill as a possible source of the TCE and not to require any remediation at the landfill at this time, provided that the Company and any subsequent owner of the landfill comply with certain conditions.  The landfill will remain on the State of Wisconsin’s registry of former landfills.  The WDNR may reopen its investigation of the matter if additional evidence of contamination at the landfill is discovered.  Based upon current knowledge, the Company believes its liability associated with the TCE issue will not be material and is adequately covered through reserves established by the Company.  However, this may change as investigations by unrelated property owners and the government proceed.

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Table of the Company in 1995.  He is a director of Carlisle Companies Inc. and Menasha Corporation.Contents

Charles L. Szews.Mr. Szews joined the Company in 1996 as Vice President and Chief Financial Officer. He served as Executive Vice President and Chief Financial Officer from 1997 until 2007, at which time he was appointed President and Chief Operating Officer. Effective January 1, 2011, Mr. Szews assumed the position of President and Chief Executive Officer. Mr. Szews was elected a Director of the Company in 2007. He is a director of Gardner Denver, Inc.

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David M. SagehornSagehorn.. Mr. Sagehorn joined the Company in 2000 as Senior Manager —- Mergers & Acquisitions and has served in various assignments, including Director—Director - Business Development, Vice President—President - Defense Finance, Vice President-McNeilusPresident - McNeilus Finance and Vice President-BusinessPresident - Business Development. In 2005, he was appointed Vice President and Treasurer, and he was appointed to his presentcurrent position in 2007.

Donald H. Verhoff.Gary W. Schmiedel. Mr. VerhoffSchmiedel joined the Company in 19731983 and has served in various engineering assignments, including Director Test and Development/New Product Development, Director CorporateSenior Vice President - Defense Engineering and Technology. He was appointed Executive Vice President, of Technology.  Mr. Verhoff was appointed to his present positionTechnology in 1998.February 2011.

Michael J. WuestJohn M. Urias. Mr. WuestUrias joined the Company in 1981October 2011 as an analyst and has served in various assignments, including Senior Buyer, Director of Purchasing, Vice President — Manufacturing Operations,the Executive Vice President and General Manager of Operations of Pierce and ExecutivePresident, Defense Segment. He previously served as Vice President Chief Procurement Officerof Programs in 2011; Vice President, Programs and UAE Surface Launched AMRAAM Capture Lead, National and Theater Strategic Programs from 2010 to 2011 and Vice President, Force Application Programs for Integrated Defense Systems from 2009 to 2010, in each case at Raytheon Company. From 2006 to 2007, he served as Vice President and Sector Manager, Defense Systems Sector for Quantum Research International, Inc. Mr. Urias retired from the U.S. Army with the rank of Major General Manager, Airport Business. Mr. Wuest was appointed to his present position in 2004.2005.

Matthew J. Zolnowski.28  Mr. Zolnowski joined the Company as Vice President—Human Resources in 1992, was appointed Vice President, Administration in 1994 and was appointed to his present position in 1999.  Mr. Zolnowski intends to retire from the Company and, in connection with his retirement, to resign from his present position effective December 31, 2009.

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PART II

The information relating to dividends included in Notes 15 and 22Note 25 of the Notes to Consolidated Financial Statements contained herein under Item 8 and the information relating to dividends per share contained herein under Item 6 are hereby incorporated by reference in answer to this item.

In July 1995, the Company’s Board of Directors authorized the repurchase of up to 6,000,000 shares of Common Stock. The Company did not repurchase any shares under this authorization during fiscal 2009.2011. As of September 30, 2009,2011, the Company had repurchased 2,769,210 shares under this program at a cost of $6.6 million, leaving the Company with authority to repurchase 3,230,790 shares of Common Stock under this program. There is no expiration date associated with the Board authorization.

Dividends and Common Stock Price

The Company suspended the payment ofdid not pay dividends on its Common Stock effective April 2009.in fiscal 2011 or fiscal 2010. The payment of future dividends is at the discretion of the Company’s Board of Directors and will depend upon, among other things, future earnings and cash flows, capital requirements, the Company’s general financial condition, general business conditions or other factors. In addition, the Company’s credit agreement limits the amount of dividends it may pay. Underpay to $50 million during any fiscal year; plus the most restrictive limitation, when the Company’s Leverage Ratio (as defined in the credit agreement) asexcess of (a) 25% of the endcumulative net income of a fiscal quarter is greater than 4.0 to 1.0, the Company may not make a dividend payment if,and its consolidated subsidiaries for all fiscal quarters ending after giving effect to such dividend payment,September 27, 2010, over (b) the aggregatecumulative amount of all such dividend paymentsdividends and other distributions made in any fiscal year ending after such date that exceed $50 million, plus (c) for each of the first four fiscal quarters ending after September 27, 2010, $25 million per fiscal quarter, would exceedin each case provided that the sum of $0.01 per outstanding shareleverage ratio (as defined) as of the Company’s Common Stocklast day of the most recently ended fiscal quarter was less than 2.0 to 1.0; plus $250,000 or(d) for the aggregate amountperiod of allfour fiscal quarters ending September 30, 2011 and for each period of four fiscal quarters ending thereafter, $100 million during such dividend payments and other distributions madeperiod, in each case provided that the applicableleverage ratio (as defined) as of the last day of the most recently ended fiscal year would exceed $3.85 million.quarter was less than 2.0 to 1.0. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for further discussion about the Company’s financial covenants under its credit agreement.

The Company’s Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol OSK. As of November 16, 2009,11, 2011, there were 1,4641,343 holders of record of the Common Stock. The following table sets forth prices reflecting actual sales of the Common Stock as reported on the NYSE and dividends paid for the periods indicated.

Item 12 of this Annual Report on Form 10-K contains certain information relating to the Company’s equity compensation plans.

The following information in this Item 5 is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 (“Exchange Act”) or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing: thefiling. The SEC requires the Company to include a line graph presentation comparing cumulative five year Common Stock returns with a broad-based stock index and either a nationally recognized industry index or an index of peer companies selected by the Company. The Company has chosen to use the Standard & Poor’s MidCap 400 market index as the broad-based index and the companies currently in the Standard Industry Classification Code 371 Index (motor vehicles and equipment) (the “SIC Code 371 Index”) as a more specific comparison.

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Fiscal YearITEM 6.SELECTED FINANCIAL DATA