Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 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. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 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 such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

As of October ~~20, 2022,~~19, 2023, ~~65,393,798~~65,413,503 shares of the registrant’s Common Stock were outstanding.

On March 1, 2023, the Company completed the sale of its rear discharge concrete mixer business for $32.9 million. As the sale price was below the carrying value of the business, a pre-tax loss of $13.3 million was recognized during the first quarter of fiscal 2023, which is included in selling, general and administrative expense in the Company’s Condensed Consolidated Statements of Income. The rear discharge concrete mixer business, which was included in the Vocational segment, had sales of $40.6 million and $128.3 million for the three and nine months ended September 30, 2022, respectively.

On July 24, 2023, the Company completed the sale of its 49% interest in the Mezcladoras Trailers de Mexico, S.A. de C.V. (Mezcladoras) joint venture for $2.9 million. A loss of $1.9 million on the sale was recognized during the third quarter of fiscal 2023, primarily to eliminate the cumulative translation adjustments related to Mezcladoras upon liquidation of the investment.

On July 24, 2023, the Company completed the sale of its snow removal apparatus business for $17.1 million. As the sale price was greater than the carrying value of the business, a pre-tax gain of $8.0 million was recognized during the third quarter of fiscal 2023, which is included in selling, general and administrative expense in the Company’s Condensed Consolidated Statements of Income. The snow removal apparatus business, which was included in the Defense segment, had sales of $4.5 million and $11.1 million for the three and nine months ended September 30, 2022, respectively.

2.3.

Revenue Recognition

~~The Defense segment~~In certain circumstances, the Company utilizes the cost-to-cost method of percentage-of-completion to recognize revenue on its performance obligations that are satisfied over time because it best depicts the transfer of control to the customer. Under the cost-to-cost method of percentage-of-completion, the Company measures progress based on the ratio of costs incurred to date to total estimated costs for the performance obligation. The Company recognizes changes in estimated sales or costs and the resulting profit or loss on a cumulative basis. Contract adjustments represent the cumulative effect of the changes on prior periods. If a loss is expected on a performance obligation, the complete estimated loss is recorded in the period in which the loss is identified.

There is significant judgment involved in estimating sales and costs, most notably within the Defense segment. Each contract is evaluated at contract inception to identify risks and estimate revenue and costs. In performing this evaluation, the ~~Defense segment~~Company considers risks of contract performance such as technical requirements, schedule, duration and key contract dependencies. These considerations are then factored into the Company’s estimated revenue and costs. Preliminary contract estimates are subject to change throughout the duration of the contract as additional information becomes available that impacts risks and estimated revenue and costs. In addition, as contract modifications (e.g., new orders) are received, the additional units are factored into the overall contract estimate of costs and transaction price.

~~Contract~~Net contract adjustments impacted the Company’s results as follows (in millions, except per share amounts):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2023		2022			2023			2022
Net sales	$	2.2	$	(13.2	)	$	(8.5	)	$	(29.7	)
Operating income		2.5		(14.2	)		(23.6	)		(38.2	)
Net income		1.9		(10.9	)		(18.1	)		(29.2	)
Diluted earnings per share	$	0.03	$	(0.17	)	$	(0.28	)	$	(0.44	)

The Defense segment incurs pre-production engineering, factory setup and other contract fulfillment costs related to products produced for its customers under long-term contracts. An asset is recognized for costs incurred to fulfill an existing contract or highly-probable anticipated contract if such costs generate or enhance resources that will be used in satisfying performance obligations in the future and the costs are expected to be recovered. Costs related to customer-owned tooling that will be used in production and for which the customer has provided a non-cancelable right to use the tooling to perform during the contract term are also recognized as an asset. Under the Next Generation Delivery Vehicles (NGDV) contract with the United States Postal Service (USPS), the Company has determined that it does not transfer control of any goods or services to the USPS until the construction of the production vehicles. Deferred contract costs will be amortized over the anticipated production volume of the NGDV contract. The Company periodically assesses its contract fulfillment and customer-owned tooling for impairment. The Company did not recognize any impairment losses on contract fulfillment or customer-owned tooling costs in the nine months ended September 30, 2023 or 2022.

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Deferred contract costs, the majority of which are related to the NGDV contract, consisted of the following (in millions):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2022

2021

2022

2021

Net sales

$
(13.2
)

$
(4.2
)

$
(29.7
)

$
(3.0
)
Operating income

(14.2
)

5.3

(38.2
)

4.6

Net income

(10.9
)

4.1

(29.2
)

3.6

Diluted earnings per share

$
(0.17
)

$
0.06

$
(0.44
)

$
0.05


	September 30,		December 31,
	2023		2022
Costs for anticipated contracts	$	6.4	$	6.8
Engineering costs		386.6		256.1
Factory setup costs		29.4		16.4
Customer-owned tooling		200.7		136.5
Deferred contract costs	$	623.1	$	415.8

Disaggregation of Revenue

Consolidated net sales disaggregated by segment and timing of revenue recognition are as follows (in millions):


	Three Months Ended September 30, 2022													Three Months Ended September 30, 2023
	Access Equipment		Defense		Fire & Emergency		Commercial		Corporate and Intersegment Eliminations			Total		Access		Defense		Vocational		Corporate and Intersegment Eliminations			Total
Point in time	$	1,026.4	$	4.3	$	242.7	$	169.1	$	(1.6	)	$	1,440.9	$	1,303.8	$	4.2	$	533.1	$	(1.0	)	$	1,840.1
Over time		11.5		514.4		4.5		95.4		—			625.8		14.4		495.9		159.5		—			669.8
	$	1,037.9	$	518.7	$	247.2	$	264.5	$	(1.6	)	$	2,066.7	$	1,318.2	$	500.1	$	692.6	$	(1.0	)	$	2,509.9


	Three Months Ended September 30, 2021													Three Months Ended September 30, 2022
	Access Equipment		Defense		Fire & Emergency		Commercial		Corporate and Intersegment Eliminations			Total		Access		Defense		Vocational		Corporate and Intersegment Eliminations			Total
Point in time	$	830.6	$	3.5	$	331.6	$	135.8	$	(4.5	)	$	1,297.0	$	1,026.4	$	4.3	$	411.8	$	(1.6	)	$	1,440.9
Over time		15.3		646.7		6.1		98.0		(0.1	)		766.0		11.5		514.4		99.9		—			625.8
	$	845.9	$	650.2	$	337.7	$	233.8	$	(4.6	)	$	2,063.0	$	1,037.9	$	518.7	$	511.7	$	(1.6	)	$	2,066.7


	Nine Months Ended September 30, 2023
	Access		Defense		Vocational		Corporate and Intersegment Eliminations			Total
Point in time	$	3,799.6	$	10.4	$	1,462.0	$	(2.7	)	$	5,269.3
Over time		40.1		1,500.9		380.8		—			1,921.8
	$	3,839.7	$	1,511.3	$	1,842.8	$	(2.7	)	$	7,191.1


	Nine Months Ended September 30, 2022
	Access		Defense		Vocational		Corporate and Intersegment Eliminations			Total
Point in time	$	2,861.7	$	8.6	$	1,287.8	$	(6.1	)	$	4,152.0
Over time		36.4		1,585.0		305.0		—			1,926.4
	$	2,898.1	$	1,593.6	$	1,592.8	$	(6.1	)	$	6,078.4

See Note 19 of the Notes to Condensed Consolidated Financial Statements for further disaggregated sales information.

1013

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Nine Months Ended September 30, 2022

Access
Equipment

Defense

Fire &
Emergency

Commercial

Corporate and
Intersegment
Eliminations

Total

Point in time

$
2,861.7

$
8.6

$
796.7

$
491.1

$
(6.1
)

$
4,152.0

Over time

36.4

1,585.0

14.9

290.1

—

1,926.4

$
2,898.1

$
1,593.6

$
811.6

$
781.2

$
(6.1
)

$
6,078.4

Nine Months Ended September 30, 2021

Access
Equipment

Defense

Fire &
Emergency

Commercial

Corporate and
Intersegment
Eliminations

Total

Point in time

$
2,458.8

$
23.9

$
937.0

$
418.0

$
(18.0
)

$
3,819.7

Over time

49.6

1,951.4

15.7

323.9

0.5

2,341.1

$
2,508.4

$
1,975.3

$
952.7

$
741.9

$
(17.5
)

$
6,160.8

~~See Note 18 of the Notes to Condensed Consolidated Financial Statements for further disaggregated sales information.~~

In instances where the Company recognizes revenue prior to having an unconditional right to payment, the Company records a contract asset. The Company reduces contract assets when the Company has an unconditional right to payment. The Company periodically assesses its contract assets for impairment. Contract assets and liabilities are determined on a net basis for each contract. The Company did not record any impairment losses on contract assets during the nine months ended September 30, 2023 or 2022.

The Company is generally entitled to bill its customers upon satisfaction of its performance obligations, except for its long-term contracts in the Defense segment which typically allow for billing upon acceptance of the finished goods, payments received from customers in advance of performance and extended warranties that are billed in advance of the warranty coverage period. Customer payment ~~is usually received shortly after billing and payment~~ terms generally do not exceed one year. See Note 78 of the Notes to Condensed Consolidated Financial Statements for additional information on the Company’s receivables balances.

With the exception of Pierce Manufacturing Inc. (Pierce) in the ~~Fire & Emergency~~Vocational segment, the Company’s contracts typically do not contain a significant financing component. ~~In the Fire & Emergency segment,~~Pierce customers earn interest on customer advances at a rate determined in a separate financing transaction between ~~the Fire & Emergency segment~~Pierce and the customer at contract inception. Interest ~~of $6.2~~ ~~million and $17.2~~ ~~million were~~charges for amounts due on customer advances are recorded in “Interest expense” in the Condensed Consolidated Statements of Income and were $5.9 million and $6.2 million for the three months ended September 30, 2023 and 2022, respectively, and were $18.2 million and $17.2 million for the nine months ended September 30, 2023 and 2022, ~~respectively, and $4.4~~ ~~million and $13.3~~ ~~million for the three and nine months ended September 30, 2021, respectively, for amounts due on customer advances.~~respectively.

The timing of billing does not always match the timing of revenue recognition. In instances where a customer pays consideration in advance or when the Company is entitled to bill a customer in advance of recognizing the related revenue, the Company records a contract liability. The Company reduces contract liabilities when the Company transfers control of the promised goods and services. Contract liabilities consisted of the following (in millions):

Revenue recognized during the period from beginning contract liabilities was as follows (in millions):

In instances where the Company recognizes revenue prior to having an unconditional right to payment, the Company records a contract asset. The Company reduces contract assets when the Company has an unconditional right to payment. The Company periodically assesses its contract assets for impairment. Contract assets and liabilities are determined on a net basis for each contract. The Company did no~~t record any impairment losses on contract assets during the three or nine months ended September 30, 2022 or 2021.~~

The Defense segment incurs pre-production engineering, factory setup and other contract fulfillment costs related to products produced for its customers under long-term supply agreements. An asset is recognized for costs incurred to fulfill an existing contract or highly-probable anticipated contract if such costs generate or enhance resources that will be used in satisfying performance obligations in the future and the costs are expected to be recovered. Costs related to customer-owned tooling that will be used in production and for which the customer has provided a non-cancelable right to use the tooling to perform under a long-term supply agreement are also recognized as an asset. Under the Next Generation Delivery Vehicles (NGDV) contract with the United States Postal Service (USPS), the Company has determined that it does not transfer control of any goods or services to the USPS until the construction of the production vehicles. Deferred contract related costs will be amortized over the anticipated production volume of the NGDV contract. Deferred contract fulfillment and customer-owned tooling costs are included in “Other long-term assets” within the Company’s Condensed Consolidated Balance Sheets. The Company periodically assesses its contract fulfillment and customer-owned tooling for impairment. The Company did no~~t record any impairment losses on contract fulfillment or customer-owned tooling costs during the three or nine months ended September 30, 2022 or 2021.~~ ~~Deferred contract related costs, the majority of which are related to the NGDV contract, consisted of the following (in millions):~~

The Company offers a variety of service-type warranties, including optionally priced extended warranty programs. Outstanding balances related to service-type warranties are included within contract liabilities. Revenue related to service-type warranties is deferred until after the expiration of the standard warranty period. The revenue is then recognized ~~in income~~ over the term of the ~~extended~~service-type warranty period in proportion to the costs that are expected to be incurred. Changes in the Company’s service-type warranties were as follows (in millions):

As of September 30, ~~2022,~~2023, the Company had unsatisfied performance obligations for contracts with an original duration greater than one year totaling $~~8.55~~10.69 billion, of which $~~697.5~~846.3 million is expected to be satisfied and recognized in revenue in the remaining three months of fiscal ~~2022,~~2023, $~~2.71~~2.89 billion is expected to be satisfied and recognized in revenue in fiscal ~~2023~~2024 and $~~5.14~~6.95 billion is expected to be satisfied and recognized in revenue after fiscal ~~2023.~~2024.

~~Employee Benefit Plans~~

~~Components of net periodic pension benefit cost were as follows (in millions):~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2022

2021

2022

2021

Components of net periodic benefit cost

Service cost

$
2.6

$
2.9

$
7.8

$
8.6

Interest cost

4.2

4.1

12.7

12.3

Expected return on plan assets

(5.1
)

(5.0
)

(15.4
)

(14.9
)
Amortization of prior service cost (benefit)

0.5

0.6

1.6

1.7

Amortization of net actuarial loss (gain)

0.3

1.1

0.7

3.7

Expenses paid

0.7

0.7

2.3

2.3

Net periodic benefit cost

$
3.2

$
4.4

$
9.7

$
13.7

1315

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Employee Benefit Plans

Components of net periodic pension benefit cost were as follows (in millions):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Components of net periodic benefit cost
Service cost	$	1.7		$	2.6		$	5.0		$	7.8
Interest cost		4.2			4.2			12.5			12.7
Expected return on plan assets		(4.8	)		(5.1	)		(14.5	)		(15.4	)
Amortization of prior service cost (benefit)		0.4			0.5			1.4			1.6
Amortization of net actuarial loss (gain)		(0.6	)		0.3			(1.8	)		0.7
Expenses paid		0.2			0.7			0.7			2.3
Net periodic benefit cost	$	1.1		$	3.2		$	3.3		$	9.7

Components of net periodic other post-employment benefit cost were as follows (in millions):


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021			2023			2022			2023			2022
Components of net periodic benefit cost
Service cost	$	0.6		$	0.5		$	1.7		$	1.6		$	0.5		$	0.6		$	1.3		$	1.7
Interest cost		0.4			0.3			1.1			0.9			0.5			0.4			1.6			1.1
Amortization of prior service cost (benefit)		(0.4	)		(0.3	)		(1.1	)		(1.0	)		(0.4	)		(0.4	)		(1.1	)		(1.1	)
Amortization of net actuarial loss (gain)		0.1			0.1			0.3			0.2			—			0.1			(0.1	)		0.3
Net periodic benefit cost	$	0.7		$	0.6		$	2.0		$	1.7		$	0.6		$	0.7		$	1.7		$	2.0

Components of net periodic benefit cost other than “Service cost” and “Expenses paid” are included in “Miscellaneous, net” in the Condensed Consolidated Statements of Income. ~~The Company expects to make a contribution of approximately $20.0~~ ~~million to its pension plans in the fourth quarter of fiscal 2022.~~

5.6.

Income Taxes

The Company recorded income tax expense of $~~29.9~~55.3 million, or ~~33.4~~22.9% of pre-tax income, for the three months ended September 30, ~~2022,~~2023, compared to $~~0.7~~32.2 million, or ~~0.8~~32.4% of pre-tax income, for the three months ended September 30, ~~2021.~~2022. Results for the three months ended September 30, 2023 were impacted by $1.0 million of net discrete tax benefits. Results for the three months ended September 30, 2022 were impacted by $0.9 million of discrete tax ~~charges, including a $2.0~~ ~~million charge related to state provision-to-return true-ups and a $1.0~~ ~~million charge due to state deferred~~charges. Income tax ~~asset re-measurement, offset in part by a $1.8~~ ~~million tax benefit related to the release of state uncertain tax position reserves due to the lapse of the applicable statutes of limitations. Results~~expense for the three months ended September 30, ~~2021 were impacted by $22.0~~ ~~million~~2022 was elevated due to an anti-hybrid tax matter in a foreign jurisdiction that was resolved in the fourth quarter of ~~discrete tax benefits, including an $11.7~~ ~~million tax benefit associated with the release of a valuation allowance on deferred tax assets in Europe, a $5.4~~ million tax benefit associated with the implementation of a plan to make certain tax accounting method changes and change the timing of certain deductible payments, allowing the Company to carry back a net operating loss to prior tax years with higher federal statutory tax rates, and a $~~5.7~~ ~~million tax benefit related to provision-to-return true-ups.~~fiscal 2022.

The Company recorded income tax expense of $~~63.8~~145.8 million, or ~~42.3~~24.2% of pre-tax income, for the nine months ended September 30, ~~2022,~~2023, compared to $~~12.0~~68.4 million, or ~~2.9~~40.2% of pre-tax income, for the nine months ended September 30, ~~2021.~~2022. Results for the nine months ended September 30, 2023 were impacted by $3.2 million of net discrete tax charges. Results for the nine months ended September 30, 2022 were ~~unfavorably~~ impacted by $17.8 million of net discrete tax ~~items,~~charges, including a charge of $18.1 million related to taxes on previous income as the Company revised its interpretation of certain foreign anti‐hybrid tax legislation based upon comments from the corresponding tax authorities. ~~Results~~This matter also resulted in higher income taxes on income in fiscal 2022, which was not accounted for ~~the nine months ended September 30, 2021 were favorably impacted by $89.3~~ ~~million of~~as a discrete ~~tax benefits, primarily related to the carryback of a net operating loss to previous tax years with higher statutory tax rates of $75.3~~ ~~million and the release of a valuation allowance on deferred tax assets in Europe of $11.7~~ ~~million.~~item.

The Company’s liability for gross unrecognized tax benefits, excluding related interest and penalties, was $~~77.7~~91.8 million and $~~41.5~~98.8 million as of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. ~~Included in the Company’s September 30, 2022 liability for gross unrecognized tax benefits is a $23.5~~ ~~million reserve related to foreign anti‐hybrid legislation and an $18.7~~ ~~million U.S. federal reserve for a temporary deferred position.~~ As of September 30, ~~2022,~~2023, net unrecognized tax benefits, excluding interest and penalties, of $~~46.1~~50.9 million would affect the Company’s net income if recognized.

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits in the “Provision for income taxes” in the Condensed Consolidated Statements of Income. During each of the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, the Company recognized expense of $1.8 million ~~and $0.2~~ ~~million, respectively,~~ related to interest and penalties. At September 30, ~~2022,~~2023, the Company had accruals for the payment of interest and penalties of $~~8.7~~6.5 million. During the next twelve months, it is reasonably possible that federal, state and foreign tax audit resolutions could reduce net unrecognized tax benefits

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

by approximately $~~4.5~~1.0 million because the Company’s tax positions are sustained on audit, the Company agrees to their disallowance or the statutes of limitations close.

6.7.

Earnings Per Share

The reconciliation of basic weighted-average shares outstanding to diluted weighted-average shares outstanding was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Basic weighted-average common shares outstanding		65,375,424		68,397,838		65,790,599		68,563,929		65,342,227		65,375,424		65,363,125		65,790,599
Dilutive stock options and other equity-based compensation awards		396,396		732,265		437,911		779,104		603,093		396,396		449,459		437,911
Diluted weighted-average common shares outstanding		65,771,820		69,130,103		66,228,510		69,343,033		65,945,320		65,771,820		65,812,584		66,228,510

Shares for stock-based compensation not included in the computation of diluted earnings per share attributable to common shareholders because they would have been anti-dilutive were as follows:

Three Months Ended
September 30,

Nine Months Ended
September 30,

2022

2021

2022

2021

Shares for stock-based compensation

227,255

—

129,151

—


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Shares for stock-based compensation		—		227,255		67,116		129,151

7.8.

Receivables

Receivables consisted of the following (in millions):


	September 30, 2022			December 31, 2021			September 30, 2023			December 31, 2022
Trade receivables - U.S. government	$	72.9		$	140.7		$	153.4		$	135.3
Trade receivables - other		958.7			797.5			1,310.0			979.5
Finance receivables		7.2			8.0			8.8			7.3
Notes receivable								14.9			—
Other receivables		47.2			40.0			90.1			53.3
		1,086.0			986.2			1,577.2			1,175.4
Less allowance for doubtful accounts		(6.7	)		(4.2	)		(8.0	)		(6.7	)
	$	1,079.3		$	982.0		$	1,569.2		$	1,168.7

Classification of receivables in the Condensed Consolidated Balance Sheets consisted of the following (in millions):


	September 30, 2022		December 31, 2021		September 30, 2023		December 31, 2022
Current receivables	$	1,072.6	$	973.4	$	1,550.2	$	1,162.0
Long-term receivables		6.7		8.6		19.0		6.7
	$	1,079.3	$	982.0	$	1,569.2	$	1,168.7

1517

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Changes in the Company’s allowance for doubtful accounts by type of receivable were as follows (in millions):


	Three Months Ended September 30, 2022									Three Months Ended September 30, 2021									Three Months Ended September 30, 2023								Three Months Ended September 30, 2022
	Finance Receivables			Trade and Other Receivables			Total			Finance Receivables			Trade and Other Receivables			Total			Finance Receivables		Trade and Other Receivables			Total			Finance Receivables			Trade and Other Receivables			Total
Allowance at beginning of period	$	0.3		$	6.1		$	6.4		$	0.9		$	3.8		$	4.7		$	0.1	$	7.1		$	7.2		$	0.3		$	6.1		$	6.4
Acquisition of Business																				—		1.8			1.8			—			—			—
Provision for doubtful accounts, net of recoveries		(0.1	)		0.8			0.7			(0.3	)		(0.4	)		(0.7	)		0.1		(0.3	)		(0.2	)		(0.1	)		0.8			0.7
Charge-off of accounts		(0.1	)		(0.3	)		(0.4	)		—			(0.4	)		(0.4	)		—		(0.8	)		(0.8	)		(0.1	)		(0.3	)		(0.4	)
Foreign currency translation																				—		—			—			—			—			—
Allowance at end of period	$	0.1		$	6.6		$	6.7		$	0.6		$	3.0		$	3.6		$	0.2	$	7.8		$	8.0		$	0.1		$	6.6		$	6.7


	Nine Months Ended September 30, 2022									Nine Months Ended September 30, 2021									Nine Months Ended September 30, 2023								Nine Months Ended September 30, 2022
	Finance Receivables			Trade and Other Receivables			Total			Finance Receivables			Trade and Other Receivables			Total			Finance Receivables		Trade and Other Receivables			Total			Finance Receivables			Trade and Other Receivables			Total
Allowance at beginning of period	$	0.5		$	3.7		$	4.2		$	1.4		$	4.4		$	5.8		$	0.1	$	6.6		$	6.7		$	0.5		$	3.7		$	4.2
Acquisition of Business																				—		1.8			1.8			—			—			—
Provision for doubtful accounts, net of recoveries		(0.3	)		3.2			2.9			(0.8	)		(0.9	)		(1.7	)		0.1		0.3			0.4			(0.3	)		3.2			2.9
Charge-off of accounts		(0.1	)		(0.3	)		(0.4	)		—			(0.5	)		(0.5	)		—		(0.9	)		(0.9	)		(0.1	)		(0.3	)		(0.4	)
Foreign currency translation																				—		—			—			—			—			—
Allowance at end of period	$	0.1		$	6.6		$	6.7		$	0.6		$	3.0		$	3.6		$	0.2	$	7.8		$	8.0		$	0.1		$	6.6		$	6.7

8.9.

Inventories

Inventories consisted of the following (in millions):


	September 30, 2022			December 31, 2021			September 30, 2023		December 31, 2022
Raw materials	$	1,119.1		$	984.4		$	1,227.1	$	1,140.6
Partially finished products		424.2			334.0			434.5		383.1
Finished products		316.8			239.7			359.0		341.9
Inventories at FIFO cost		1,860.1			1,558.1
Less: Excess of FIFO cost over LIFO cost		(190.4	)		(175.4	)
	$	1,669.7		$	1,382.7		$	2,020.6	$	1,865.6

9.10.

Property, Plant and Equipment

Property, plant and equipment consisted of the following (in millions):

September 30,
2022

December 31,
2021

Land and land improvements

$
73.2

$
72.0

Buildings

418.0

410.9

Machinery and equipment

811.0

740.9

Software and related costs

199.8

201.3

Equipment on operating lease to others

10.1

9.9

Construction in progress

139.1

45.3

1,651.2

1,480.3

Less accumulated depreciation

(950.3
)

(887.1
)

$
700.9

$
593.2


	September 30, 2023			December 31, 2022
Land and land improvements	$	85.2		$	74.9
Buildings		469.2			441.6
Machinery and equipment		979.3			841.9
Software and related costs		216.1			201.5
Equipment on operating lease to others		9.7			10.2
Construction in progress		257.1			234.3
		2,016.6			1,804.4
Less accumulated depreciation		(1,061.8	)		(978.2	)
	$	954.8		$	826.2

1618

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Depreciation expense was $~~21.1~~26.3 million and $~~21.5~~21.1 million for the three months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Depreciation expense was $~~63.1~~75.4 million and $~~63.7~~63.1 million ~~(including $0.8~~ ~~million of accelerated depreciation related to restructuring actions)~~ for the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Capitalized interest was insignificant for all reported periods.

Equipment on operating lease to others represents the cost of equipment shipped to customers for whom the Company has guaranteed the residual value of equipment on short-term leases. These transactions are accounted for as operating leases with the related assets capitalized and depreciated over their estimated economic lives of five to ten years. Cost less accumulated depreciation for equipment on operating lease was $~~8.9~~8.2 million and $9.3 million at ~~both~~ September 30, ~~2022~~2023 and December 31, ~~2021.~~2022, respectively.

~~10.~~11.

Goodwill and Purchased Intangible Assets

Goodwill and other indefinite-lived intangible assets are not amortized but are reviewed for impairment annually or more frequently if potential interim indicators exist that could result in impairment. The Company performs its annual impairment test in the fourth quarter of its fiscal year. In September 2022, the Company identified a triggering event that indicated a potential impairment of goodwill within one of its reporting units in the Commercial segment. The Company’s impairment test confirmed that the fair value of the reporting unit was below its carrying value. As a result, the Company recorded a $~~2.1~~ ~~million goodwill impairment charge in the three months ended September 30, 2022.~~

The Company acquired ~~Maxi-Metal~~AeroTech on ~~June 13, 2022. The goodwill~~August 1, 2023 and ~~intangible values related to the Maxi-Metal acquisition are based~~Hinowa on ~~management’s best estimates as of September 30, 2022.~~January 31, 2023. See Note 12 of the Condensed Consolidated Financial Statements for additional information.

~~On March 1, 2022, the Company acquired~~ ~~two~~ ~~patents with a combined value of $3.7~~ ~~million. The technology-related intangible asset is subject to amortization with an estimated life of~~ ~~14.3~~ ~~years.~~

The following table presents changes in goodwill during the nine months ended September 30, ~~2022~~2023 (in millions):

Access
Equipment

Defense

Fire &
Emergency

Commercial

Total

Net goodwill at December 31, 2021

$
877.6

$
44.4

$
106.1

$
20.9

$
1,049.0

Foreign currency translation

(26.9
)

—

(0.5
)

(0.2
)

(27.6
)
Acquisition

—

—

7.4

—

7.4

Impairment

—

—

—

(2.1
)

(2.1
)
Net goodwill at September 30, 2022

$
850.7

$
44.4

$
113.0

$
18.6

$
1,026.7


	Access			Defense		Vocational			Total
Net goodwill at December 31, 2022	$	865.8		$	44.4	$	131.8		$	1,042.0
Foreign currency translation		(5.9	)		—		(0.1	)		(6.0	)
Acquisitions		106.4			—		363.4			469.8
Net goodwill at September 30, 2023	$	966.3		$	44.4	$	495.1		$	1,505.8

The following table presents details of the Company’s goodwill allocated to the reportable segments (in millions):

September 30, 2022

December 31, 2021

Gross

Accumulated
Impairment

Net

Gross

Accumulated
Impairment

Net

Access Equipment

$
1,782.8

$
(932.1
)

$
850.7

$
1,809.7

$
(932.1
)

$
877.6

Defense

44.4

—

44.4

44.4

—

44.4

Fire & Emergency

115.0

(2.0
)

113.0

108.1

(2.0
)

106.1

Commercial

188.3

(169.7
)

18.6

188.5

(167.6
)

20.9

$
2,130.5

$
(1,103.8
)

$
1,026.7

$
2,150.7

$
(1,101.7
)

$
1,049.0


	September 30, 2023							December 31, 2022
	Gross		Accumulated Impairment			Net		Gross		Accumulated Impairment			Net
Access	$	1,898.4	$	(932.1	)	$	966.3	$	1,797.9	$	(932.1	)	$	865.8
Defense		44.4		—			44.4		44.4		—			44.4
Vocational		664.5		(169.4	)		495.1		303.5		(171.7	)		131.8
	$	2,607.3	$	(1,101.5	)	$	1,505.8	$	2,145.8	$	(1,103.8	)	$	1,042.0

Details of the Company’s total purchased intangible assets are as follows (in millions):


	September 30, 2023
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Amortizable intangible assets:
Distribution network		39.2	$	55.3	$	(38.0	)	$	17.3
Technology-related		11.0		136.9		(104.7	)		32.2
Customer relationships		12.4		602.0		(562.7	)		39.3
Other		7.1		285.8		(24.5	)		261.3
		12.2		1,080.0		(729.9	)		350.1
Non-amortizable trade names				412.3		—			412.3
			$	1,492.3	$	(729.9	)	$	762.4

1719

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~Details of the Company’s total purchased intangible assets are as follows (in millions):~~

September 30, 2022

Weighted-
Average
Life

Gross

Accumulated
Amortization

Net

Amortizable intangible assets:

Distribution network

39.2

$
55.3

$
(36.6
)

$
18.7

Technology-related

12.0

108.2

(104.2
)

4.0

Customer relationships

12.6

576.4

(555.7
)

20.7

Other

11.8

23.5

(21.2
)

2.3

14.4

763.4

(717.7
)

45.7

Non-amortizable trade names

419.5

—

419.5

$
1,182.9

$
(717.7
)

$
465.2


	December 31, 2021									December 31, 2022
	Weighted- Average Life		Gross		Accumulated Amortization			Net		Weighted- Average Life		Gross		Accumulated Amortization			Net
Amortizable intangible assets:
Distribution network		39.2	$	55.4	$	(35.6	)	$	19.8		39.2	$	55.3	$	(37.0	)	$	18.3
Technology-related		11.9		104.7		(104.0	)		0.7		12.0		108.3		(104.4	)		3.9
Customer relationships		12.6		572.6		(551.3	)		21.3		12.6		576.6		(557.3	)		19.3
Other		12.1		23.6		(18.5	)		5.1		10.9		50.2		(22.1	)		28.1
		14.4		756.3		(709.4	)		46.9		14.2		790.4		(720.8	)		69.6
Non-amortizable trade names				417.1		—			417.1				387.4		—			387.4
			$	1,173.4	$	(709.4	)	$	464.0			$	1,177.8	$	(720.8	)	$	457.0

The estimated future amortization expense of purchased intangible assets for the remainder of fiscal ~~2022~~2023 and each of the five years succeeding December 31, ~~2021~~2023 are as follows: ~~2022~~2023 (remaining three months) - $~~2.9~~ ~~million; 2023 - $6.2~~12.8 million; 2024 - $~~5.0~~51.9 million; 2025 - $~~4.9~~51.9 million; 2026 - $~~4.9~~51.9 million; 2027 - $51.9 million; and ~~2027~~2028 - $~~4.9~~49.4 million.

~~11.~~12.

Credit Agreements

The Company was obligated under the following debt instruments (in millions):


	September 30, 2022							September 30, 2023
	Principal		Debt Issuance Costs			Debt, Net		Principal		Debt Issuance Costs			Debt, Net
4.600% Senior notes due May 2028	$	300.0	$	(2.2	)	$	297.8	$	300.0	$	(1.8	)	$	298.2
3.100% Senior notes due March 2030		300.0		(3.0	)		297.0		300.0		(2.6	)		297.4
Other long-term debt									1.9		—			1.9
	$	600.0	$	(5.2	)	$	594.8	$	601.9	$	(4.4	)	$	597.5

Other short-term debt						$	9.4
Revolving credit facilities													$	505.0

December 31, 2021

Principal

Debt Issuance Costs

Debt, Net

Senior Term Loan

$
225.0

$
(0.2
)

$
224.8

4.600% Senior notes due May 2028

300.0

(2.5
)

297.5

3.100% Senior notes due March 2030

300.0

(3.3
)

296.7

$
825.0

$
(6.0
)

$
819.0

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~


	December 31, 2022
	Principal		Debt Issuance Costs			Debt, Net
4.600% Senior notes due May 2028		300.0		(2.1	)		297.9
3.100% Senior notes due March 2030		300.0		(2.9	)		297.1
	$	600.0	$	(5.0	)	$	595.0

Revolving credit facilities						$	9.7

On March 23, 2022, the Company entered into a Third Amended and Restated Credit Agreement with various lenders (the “Credit Agreement”). The Credit Agreement provides for an unsecured revolving credit facility (the “Revolving Credit Facility”) that matures in March 2027 with an initial maximum aggregate amount of availability of $1.1 billion. ~~Debt issuance costs~~At September 30, 2023, borrowings under the Revolving Credit Facility of $~~2.5~~505.0 million ~~were capitalized related to the Credit Agreement. In March 2022, the Company repaid a $225.0~~ ~~million senior term loan that existed under the Second Amended~~ and ~~Restated Credit Agreement. As a result of the repayment, the Company expensed $0.1~~ ~~million of previously capitalized debt issuance costs.~~

~~At September 30, 2022,~~ outstanding letters of credit of $~~13.9~~14.3 million reduced available capacity under the Revolving Credit Facility to $~~1.09~~580.7 ~~billion.~~million.

Under the Credit Agreement, the Company is obligated to pay (i) an unused commitment fee ranging from 0.080% to 0.225% per annum of the average daily unused portion of the aggregate revolving credit commitments under the Credit Agreement and (ii) a fee ranging from 0.4375% to 1.500% per annum of the maximum amount available to be drawn for each letter of credit issued and outstanding under the Credit Agreement.

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Borrowings under the Credit Agreement bear interest for dollar-denominated loans at a variable rate equal to (i) Term SOFR (the forward-looking secured overnight financing rate) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied, or (ii) the base rate (which is the highest of (x) Bank of America, N.A.’s prime rate, (y) the federal funds rate plus 0.50% or (z) the sum of 1.00% plus one-month Term SOFR) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied. At September 30, ~~2022,~~2023, the interest spread on the Revolving Credit Facility was 112.5 basis ~~points.~~points, resulting in an interest rate of 6.55%.

The Credit Agreement requires the Company to maintain a maximum leverage ratio (defined as, with certain adjustments, the ratio of the Company’s consolidated indebtedness to the Company’s consolidated net income for the previous four quarters before interest, taxes, depreciation, amortization, non-cash charges and certain other items (EBITDA)) as of the last day of any fiscal quarter of 3.75 to 1.00, subject to the Company’s right to temporarily increase the maximum leverage ratio to 4.25 to 1.00 in connection with certain material acquisitions. The Company was in compliance with the financial covenant contained in the Credit Agreement as of September 30, ~~2022.~~2023.

In conjunction with the Hinowa acquisition on January 31, 2023, the Company assumed €16.3 million ($17.7 million) of outstanding debt of the acquiree, of which €14.3 million ($15.5 million) was repaid by the Company in February 2023. As of September 30, 2023, €1.7 million ($1.9 million) of notes remained outstanding with a weighted average interest rate of 1.2%.

In March 2022, the Company entered into a ~~100.0~~ ~~million Chinese renminbi~~an uncommitted line of credit to provide short-term finance support to operations in China. The line of credit carries a maximum availability of 70.0 million Chinese renminbi. There were no amounts outstanding on the uncommitted line of credit as of September 30, 2023. There was 12.6 million Chinese renminbi ($1.8 million) outstanding on the uncommitted line of credit as of ~~September 30,~~December 31, 2022. The line of credit carries a variable interest rate that is set by the lender, which was 3.6% at September 30, ~~2022.~~2023.

In September 2019, the Company entered into a ~~220.0~~ ~~million Chinese renminbi~~an uncommitted line of credit to provide short-term finance support to operations in China. The line of credit carries a maximum availability of 426.0 million Chinese renminbi. There were no amounts outstanding on the uncommitted line of credit as of September 30, 2023. There was 54.0 million Chinese renminbi ($~~7.6~~7.8 million) outstanding on the uncommitted line of credit as of ~~September 30,~~December 31, 2022. The line of credit carries a variable interest rate that is set by the lender, which was ~~4.2~~4.0% at September 30, ~~2022.~~2023.

In May 2018, the Company issued $300.0 million of 4.600% unsecured senior notes due May 15, 2028 (the “2028 Senior Notes”). In February 2020, the Company issued $300.0 million of 3.100% unsecured senior notes due March 1, 2030 (the “2030 Senior Notes”). The 2028 Senior Notes and the 2030 Senior Notes were issued pursuant to an indenture (the “Indenture”) between the Company and a trustee. The Indenture contains customary affirmative and negative covenants. The Company has the option to redeem the 2028 and 2030 Senior Notes at any time for a premium.

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The fair value of the long-term debt is estimated based upon Level 2 inputs to reflect the market rate of the Company’s debt. At September 30, ~~2022,~~2023, the fair value of the 2028 Senior Notes and the 2030 Senior Notes was estimated to be $~~276~~286 million ($~~338~~285 million at December 31, ~~2021)~~2022) and $~~242~~253 million ($~~313~~254 million at December 31, ~~2021)~~2022), respectively. The fair value of the ~~Term Loan~~revolving credit facilities approximated ~~its book value~~their carrying values at September 30, 2023 and December 31, ~~2021.~~2022. See Note 1718 of the Notes to Condensed Consolidated Financial Statements for the definition of a Level 2 input.

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~12.~~13.

Warranties

The Company’s products generally carry explicit warranties that extend from six months to five years, based on terms that are generally accepted in the marketplace. Selected components (such as engines, transmissions, tires, etc.) included in the Company’s end products may include manufacturers’ warranties. These manufacturers’ warranties are generally passed on to the end customer of the Company’s products, and the customer would generally deal directly with the component manufacturer.

Provisions for estimated warranty and other related costs are recorded at the time of sale and are periodically adjusted to reflect actual experience. Certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation. At times, warranty issues arise that are beyond the scope of the Company’s historical experience. It is reasonably possible that additional warranty and other related claims could arise from disputes or other matters in excess of amounts accrued; however, the Company does not expect that any such amounts, while not determinable, would have a material effect on the Company’s consolidated financial condition, results of operations or cash flows.

Changes in the Company’s assurance-type warranty liability were as follows (in millions):


	Nine Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2023			2022
Balance at beginning of period	$	65.7		$	64.6		$	58.8		$	65.7
Warranty provisions		38.9			36.3			41.6			38.9
Settlements made		(43.9	)		(50.8	)		(37.3	)		(43.9	)
Changes in liability for pre-existing warranties, net		1.9			18.8			(1.4	)		1.9
Foreign currency translation		(0.5	)		(0.2	)		(0.1	)		(0.5	)
Acquisition		0.2			0.3
Disposition of businesses								(0.5	)		—
Acquisition of businesses								4.9			0.2
Balance at end of period	$	62.3		$	69.0		$	66.0		$	62.3

~~13.~~14.

Guarantee Arrangements

Customers of the Company, from time to time, may fund purchases offrom the ~~Company’s equipment~~Company through third-party finance companies. In certain instances, the Company may be requested to provide support for these arrangements through credit or residual value guarantees, by which the Company agrees to make payments to the finance companies in certain circumstances as further described below.

Credit Guarantees: The Company is party to multiple agreements whereby at September 30, ~~2022~~2023 the Company guaranteed an aggregate of $~~735.7~~671.1 million in indebtedness of customers. At September 30, ~~2022,~~2023, the Company estimated that its maximum loss exposure under these contracts was $~~127.3~~108.1 million. Terms of these guarantees coincide with the financing arranged by the customer and generally do not exceed five years. Under the terms of these agreements and upon the occurrence of certain events, the Company generally has the ability to, among other things, take possession of the underlying collateral. If the financial condition of the customers were to deteriorate and result in their inability to make payments, then loss provisions in excess of amounts provided for at inception may be required. Given the Company’s position as original equipment manufacturer and its knowledge of end markets, the Company, when called upon to fulfill a guarantee, generally has been able to liquidate the financed equipment at a minimal loss, if any, to the Company. While the Company does not expect to experience losses under these agreements that are materially in excess of the amounts reserved, it cannot provide any assurance that the financial

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

condition of the third parties will not deteriorate resulting in the third parties’ inability to meet their obligations. In the event that this occurs, the Company cannot guarantee that the collateral underlying the agreements will be sufficient to avoid losses materially in excess of the amounts reserved. Any losses under these guarantees would generally be mitigated by the value of any underlying collateral, including financed equipment. During periods of economic weakness, collateral values generally decline and can contribute to higher exposure to losses.

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Residual Value Guarantees: The Company is party to multiple agreements whereby at September 30, ~~2022~~2023 the Company guaranteed to support an aggregate of $~~108.8~~122.4 million of customer equipment value. At September 30, ~~2022,~~2023, the Company estimated that its maximum loss exposure under these contracts was $~~11.9~~13.3 million. Terms of these guarantees coincide with the financing arranged by the customer and generally do not exceed five years. Under the terms of these agreements, the Company guarantees that a piece of equipment will have a minimum residual value at a future date. If the counterparty is not able to recover the agreed upon residual value through sale, or alternative disposition, the Company is responsible for a portion of the shortfall. The Company is generally able to mitigate a portion of the risk associated with these guarantees by staggering the maturity terms of the guarantees, diversification of the portfolio and leveraging knowledge gained through the Company’s own experience in the used equipment markets. There can be no assurance the Company’s historical experience in used equipment markets will be indicative of future results. The Company’s ability to recover losses experienced from its guarantees may be affected by economic conditions in used equipment markets at the time of loss. During periods of economic weakness, residual values generally decline and can contribute to higher exposure to losses.

Changes in the ~~non-contingent portion of the~~ Company’s ~~guarantee liabilities~~stand ready obligations (non-contingent) to perform under guarantees were as follows (in millions):


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021			2023			2022			2023			2022
Balance at beginning of period	$	12.1		$	13.8		$	12.1		$	14.7		$	12.1		$	12.1		$	12.2		$	12.1
Provision for new credit guarantees		0.4			0.9			2.4			2.0			0.8			0.4			2.2			2.4
Changes for pre-existing guarantees, net		(0.1	)		(0.1	)		(1.2	)		(0.7	)		0.2			(0.1	)		0.3			(1.2	)
Amortization of previous guarantees		(0.2	)		(0.5	)		(1.0	)		(1.8	)		(0.8	)		(0.2	)		(2.3	)		(1.0	)
Foreign currency translation		(0.2	)		—			(0.3	)		(0.1	)		(0.1	)		(0.2	)		(0.2	)		(0.3	)
Balance at end of period	$	12.0		$	14.1		$	12.0		$	14.1		$	12.2		$	12.0		$	12.2		$	12.0

~~Upon the adoption of Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 326,~~ ~~Financial Instruments – Credit Losses~~, ~~the~~The contingent portion of the guarantee liabilities that relates to current expected credit losses is recognized separately and is recorded within “Other current liabilities” and “Other long-term liabilities” in the Company’s Condensed Consolidated Balance Sheets.

Changes in the ~~contingent portion of the~~ Company’s ~~guarantee liabilities~~off-balance sheet credit loss exposure (contingent) related to its guarantees were as follows (in millions):


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021			2023			2022			2023			2022
Balance at beginning of period	$	6.7		$	6.8		$	4.0		$	6.9		$	6.0		$	6.7		$	6.3		$	4.0
Provision for new credit guarantees		0.2			0.9			1.3			1.6			0.4			0.2			1.2			1.3
Changes in allowance for pre-existing guarantees, net		(0.2	)		(0.4	)		1.6			(1.2	)
Changes for pre-existing guarantees, net														(0.7	)		(0.2	)		(1.8	)		1.6
Foreign currency translation		(0.2	)		—			(0.4	)		—			—			(0.2	)		—			(0.4	)
Balance at end of period	$	6.5		$	7.3		$	6.5		$	7.3		$	5.7		$	6.5		$	5.7		$	6.5

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~14.~~15.

Contingencies ~~Significant Estimates and Concentrations~~

Personal Injury Actions and Other - Product and general liability claims are made against the Company from time to time in the ordinary course of business. The Company is generally self-insured for future claims up to $5.0 million per claim. ~~Accordingly, a~~A reserve is maintained for the estimated costs of such claims. At September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the estimated net liabilities for product and general liability claims totaled $~~44.3~~45.9 million and $~~45.1~~41.2 million, respectively. There is inherent uncertainty as to the eventual resolution of unsettled claims. Management, however, believes that any losses in excess of established reserves will not have a material effect on the Company’s financial condition, results of operations or cash flows.

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Market Risks - The Company was contingently liable under bid, performance and specialty bonds totaling $~~1.75~~2.42 billion and $~~1.24~~2.04 billion at September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. Open standby letters of credit issued by the Company’s banks in favor of third parties totaled $~~17.3~~16.6 million and $~~22.1~~18.8 million at September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

Other Matters - The Company is subject to environmental matters and legal proceedings and claims, including patent, antitrust, product liability, warranty and state dealership regulation compliance proceedings, that arise in the ordinary course of business. Although the final results of ~~all~~ such matters and claims cannot be predicted with certainty, management believes that the ultimate resolution ~~of all such matters and claims~~ will not have a material effect on the Company’s financial condition, results of operations or cash flows. Actual results could vary, among other things, due to the uncertainties involved in litigation.

Major contracts for military systems are performed over extended periods of time and are subject to changes in scope of work and delivery schedules. Pricing negotiations on changes and settlement of claims often extend over prolonged periods of time. The Company’s ultimate profitability on such contracts may depend on the eventual outcome of an equitable settlement of contractual issues with the Company’s customers.

In September 2022, the Company entered into a new real estate lease that has not yet commenced. The building will be used as a manufacturing facility by the Commercial segment and is estimated to have a lease term of 10 ~~years. The estimated initial right of use asset and lease liability of approximately $~~38 ~~million will be recorded at lease commencement, which is expected to be in the fourth quarter of fiscal 2022.~~

~~15.~~16.

Shareholders’ Equity

In May 2019, the Company’s Board of Directors approved a Common Stock repurchase authorization for which there was remaining authority to repurchase 4,109,419 shares of Common Stock as of May 3, 2022. On May 3, 2022, the Board of Directors increased the Common Stock repurchase authorization by 7,890,581 shares to 12,000,000 shares as of that date. The Company repurchased ~~1,508,467~~265,795 shares of Common Stock for $22.6 million under ~~these authorizations~~this authorization during the nine months ended September 30, ~~2022 at a cost of $155.0~~ ~~million.~~2023. The Company repurchased ~~927,934~~1,508,467 shares of Common Stock for $155.0 million under the current and then-existing authorization during the nine months ended September 30, ~~2021 at a cost of $107.8~~ ~~million.~~2022. As of September 30, ~~2022,~~2023, the Company had remaining authority to repurchase ~~11,550,677~~11,284,882 shares of Common Stock.

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~16.~~17.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component were as follows (in millions):


	Three Months Ended September 30, 2022											Three Months Ended September 30, 2023
	Employee Pension and Postretirement Benefits, Net of Tax			Cumulative Translation Adjustments			Derivative Instruments, Net of Tax		Accumulated Other Comprehensive Income (Loss)			Employee Pension and Postretirement Benefits, Net of Tax			Cumulative Translation Adjustments			Derivative Instruments, Net of Tax			Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period	$	(24.8	)	$	(145.6	)	$	7.4	$	(163.0	)	$	30.3		$	(116.7	)	$	3.2		$	(83.2	)
Other comprehensive income (loss) before reclassifications		—			(40.8	)		5.8		(35.0	)		—			(24.3	)		(0.9	)		(25.2	)
Amounts reclassified from accumulated other comprehensive income (loss)		0.4			4.6			—		5.0			(0.4	)		1.9			(3.0	)		(1.5	)
Net current period other comprehensive income (loss)		0.4			(36.2	)		5.8		(30.0	)		(0.4	)		(22.4	)		(3.9	)		(26.7	)
Balance at end of period	$	(24.4	)	$	(181.8	)	$	13.2	$	(193.0	)	$	29.9		$	(139.1	)	$	(0.7	)	$	(109.9	)

Three Months Ended September 30, 2021

Employee Pension and
Postretirement
Benefits, Net of Tax

Cumulative
Translation
Adjustments

Derivative
Instruments,
Net of Tax

Accumulated Other
Comprehensive
Income (Loss)

Balance at beginning of period

$
(92.4
)

$
(82.6
)

$
0.2

$
(174.8
)
Other comprehensive income (loss) before reclassifications

57.1

(15.7
)

0.9

42.3

Amounts reclassified from accumulated other comprehensive income (loss)

1.1

—

0.4

1.5

Net current period other comprehensive income (loss)

58.2

(15.7
)

1.3

43.8

Balance at end of period

$
(34.2
)

$
(98.3
)

$
1.5

$
(131.0
)

Nine Months Ended September 30, 2022

Employee Pension and
Postretirement
Benefits, Net of Tax

Cumulative
Translation
Adjustments

Derivative
Instruments,
Net of Tax

Accumulated Other
Comprehensive
Income (Loss)

Balance at beginning of period

$
(25.6
)

$
(105.2
)

$
2.2

$
(128.6
)
Other comprehensive income (loss) before reclassifications

—

(81.2
)

11.2

(70.0
)
Amounts reclassified from accumulated other comprehensive income (loss)

1.2

4.6

(0.2
)

5.6

Net current period other comprehensive income (loss)

1.2

(76.6
)

11.0

(64.4
)
Balance at end of period

$
(24.4
)

$
(181.8
)

$
13.2

$
(193.0
)

2324

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Three Months Ended September 30, 2022
	Employee Pension and Postretirement Benefits, Net of Tax			Cumulative Translation Adjustments			Derivative Instruments, Net of Tax		Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period	$	(24.8	)	$	(145.6	)	$	7.4	$	(163.0	)
Other comprehensive income (loss) before reclassifications		—			(40.8	)		5.8		(35.0	)
Amounts reclassified from accumulated other comprehensive income (loss)		0.4			4.6			—		5.0
Net current period other comprehensive income (loss)		0.4			(36.2	)		5.8		(30.0	)
Balance at end of period	$	(24.4	)	$	(181.8	)	$	13.2	$	(193.0	)

Nine Months Ended September 30, 2021

Employee Pension and
Postretirement
Benefits, Net of Tax

Cumulative
Translation
Adjustments

Derivative
Instruments,
Net of Tax

Accumulated Other
Comprehensive
Income (Loss)

Balance at beginning of period

$
(94.7
)

$
(70.3
)

$
(0.5
)

$
(165.5
)
Other comprehensive income (loss) before reclassifications

57.1

(28.0
)

1.6

30.7

Amounts reclassified from accumulated other comprehensive income (loss)

3.4

—

0.4

3.8

Net current period other comprehensive income (loss)

60.5

(28.0
)

2.0

34.5

Balance at end of period

$
(34.2
)

$
(98.3
)

$
1.5

$
(131.0
)


	Nine Months Ended September 30, 2023
	Employee Pension and Postretirement Benefits, Net of Tax			Cumulative Translation Adjustments			Derivative Instruments, Net of Tax			Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period	$	31.1		$	(131.6	)	$	8.2		$	(92.3	)
Other comprehensive income (loss) before reclassifications		—			(10.4	)		(0.8	)		(11.2	)
Amounts reclassified from accumulated other comprehensive income (loss)		(1.2	)		2.9			(8.1	)		(6.4	)
Net current period other comprehensive income (loss)		(1.2	)		(7.5	)		(8.9	)		(17.6	)
Balance at end of period	$	29.9		$	(139.1	)	$	(0.7	)	$	(109.9	)


	Nine Months Ended September 30, 2022
	Employee Pension and Postretirement Benefits, Net of Tax			Cumulative Translation Adjustments			Derivative Instruments, Net of Tax			Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period	$	(25.6	)	$	(105.2	)	$	2.2		$	(128.6	)
Other comprehensive income (loss) before reclassifications		—			(81.2	)		11.2			(70.0	)
Amounts reclassified from accumulated other comprehensive income (loss)		1.2			4.6			(0.2	)		5.6
Net current period other comprehensive income (loss)		1.2			(76.6	)		11.0			(64.4	)
Balance at end of period	$	(24.4	)	$	(181.8	)	$	13.2		$	(193.0	)

Reclassifications out of accumulated other comprehensive income (loss) included in the computation of net periodic pension and postretirement benefit cost (See Note 45 of the Notes to Condensed Consolidated Financial Statements for additional details regarding employee benefit plans) were as follows (in millions):


	Classification of Income (Expense)	Three Months Ended September 30,						Nine Months Ended September 30,						Classification of Income (Expense)	Three Months Ended September 30,						Nine Months Ended September 30,
		2022			2021			2022			2021				2023			2022			2023			2022
Amortization of employee pension and postretirement benefits items
Prior service costs	Miscellaneous, net	$	0.1		$	0.3		$	0.5		$	0.7		Miscellaneous, net	$	—		$	0.1		$	0.3		$	0.5
Actuarial losses	Miscellaneous, net		0.4			1.2			1.0			3.9		Miscellaneous, net		(0.6	)		0.4			(1.9	)		1.0
Total before tax			0.5			1.5			1.5			4.6				(0.6	)		0.5			(1.6	)		1.5
Tax benefit			(0.1	)		(0.4	)		(0.3	)		(1.2	)
Tax (expense) benefit																0.2			(0.1	)		0.4			(0.3	)
Net of tax		$	0.4		$	1.1		$	1.2		$	3.4			$	(0.4	)	$	0.4		$	(1.2	)	$	1.2

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~18.~~19.

Business Segment Information

~~The~~Effective January 31, 2023, the Company formed the Vocational segment by combining the historical Fire & Emergency and Commercial segment businesses. All information has been recast to conform to the new reporting segments. As a result, the Company is organized into ~~four~~three reportable segments based on the internal organization used by the Chief Executive Officer for making operating decisions and measuring performance and based on the similarity of customers served, common management, common use of facilities and economic results attained. The Company’s reportable segments are as follows:

Access: This segment consists of JLG, JerrDan and Hinowa. JLG designs and manufactures aerial work platforms and telehandlers that are sold worldwide for use in a wide variety of construction, industrial, institutional and general maintenance applications to position workers and materials at elevated heights. JerrDan designs, manufactures and markets towing and recovery equipment in the U.S. and abroad. Hinowa specializes in manufacturing equipment for working at heights and moving earth, such as aerial platforms, mini dumpers and tracked lift trucks, as well as undercarriages. Access customers include equipment rental companies, construction contractors, manufacturing companies and home improvement centers.

Defense: This segment consists of Oshkosh Defense and Pratt Miller. These business units design and manufacture tactical wheeled vehicles and supply parts and services for the U.S. military and for other militaries around the world, delivery vehicles for the USPS, as well as offer engineering and product development services primarily to customers in the motorsports and multiple ground vehicle markets.

Vocational: This segment includes Pierce, Airport Products, Maxi-Metal, McNeilus, AeroTech, IMT and Oshkosh Commercial. The Pierce, Airport Products and Maxi-Metal business units design, manufacture and market commercial and custom fire apparatus, simulators and emergency vehicles primarily for fire departments, airports and other governmental units, and broadcast vehicles for broadcasters and TV stations in the U.S. and abroad. McNeilus designs, manufactures, markets and distributes refuse collection vehicles and components. The AeroTech business unit designs, manufactures, markets and distributes aviation ground support products and gate equipment and provides airport services to commercial airlines, airports, air-freight carriers, ground handling customers and the military. IMT is a designer and manufacturer of field service vehicles and truck-mounted cranes for niche markets. Oshkosh Commercial designs, manufactures, markets and distributes front discharge concrete mixer vehicles and components. Sales are made primarily to commercial and municipal customers in the Americas.

In accordance with FASB ASC Topic 280, Segment Reporting, for purposes of business segment performance measurement, the Company does not allocate to individual business segments costs or items that are of a non-operating nature or organizational or functional expenses of a corporate nature. The caption “Corporate” includes corporate office expenses, certain new product development costs, stock-based compensation, costs of certain business initiatives and shared services or operations benefiting multiple segments and results of insignificant operations. Identifiable assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, certain property, plant and equipment, and certain other assets pertaining to corporate activities. Intersegment sales generally include amounts invoiced by a segment for work performed for another segment. Amounts are based on actual work performed and agreed-upon pricing, which is intended to be reflective of the contribution made by the supplying business segment.

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Selected financial information concerning the Company’s reportable segments and product lines is as follows (in millions):~~

Three Months Ended September 30,

2022

2021

External
Customers

Inter-
segment

Net
Sales

External
Customers

Inter-
segment

Net
Sales

Net sales:

  Access Equipment

Aerial work platforms

$
517.1

$
—

$
517.1

$
384.3

$
—

$
384.3

Telehandlers

316.0

—

316.0

237.8

—

237.8

Other

204.8

—

204.8

223.1

0.7

223.8

Total Access Equipment

1,037.9

—

1,037.9

845.2

0.7

845.9

  Defense

518.5

0.2

518.7

649.9

0.3

650.2

  Fire & Emergency

246.5

0.7

247.2

334.7

3.0

337.7

  Commercial

Refuse collection

122.7

—

122.7

121.8

—

121.8

Concrete mixers

112.5

—

112.5

86.4

—

86.4

Other

28.6

0.7

29.3

25.0

0.6

25.6

Total Commercial

263.8

0.7

264.5

233.2

0.6

233.8

  Corporate and intersegment eliminations

—

(1.6
)

(1.6
)

—

(4.6
)

(4.6
)
Consolidated

$
2,066.7

$
—

$
2,066.7

$
2,063.0

$
—

$
2,063.0

Nine Months Ended September 30,

2022

2021

External
Customers

Inter-
segment

Net
Sales

External
Customers

Inter-
segment

Net
Sales

Net sales:

  Access Equipment

Aerial work platforms

$
1,408.3

$
—

$
1,408.3

$
1,193.4

$
—

$
1,193.4

Telehandlers

855.5

—

855.5

646.5

—

646.5

Other

634.1

0.2

634.3

665.0

3.5

668.5

Total Access Equipment

2,897.9

0.2

2,898.1

2,504.9

3.5

2,508.4

  Defense

1,592.6

1.0

1,593.6

1,974.1

1.2

1,975.3

  Fire & Emergency

808.7

2.9

811.6

941.8

10.9

952.7

  Commercial

Refuse collection

395.4

—

395.4

363.6

—

363.6

Concrete mixers

302.2

—

302.2

297.1

—

297.1

Other

81.6

2.0

83.6

78.7

2.5

81.2

Total Commercial

779.2

2.0

781.2

739.4

2.5

741.9

  Corporate and intersegment eliminations

—

(6.1
)

(6.1
)

0.6

(18.1
)

(17.5
)
Consolidated

$
6,078.4

$
—

$
6,078.4

$
6,160.8

$
—

$
6,160.8

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2022

2021

2022

2021

Operating income (loss):

Access Equipment (a)

$
113.2

$
30.7

$
190.1

$
224.2

Defense

2.3

49.7

23.8

145.0

Fire & Emergency

19.2

47.2

64.4

139.1

Commercial (b)

9.4

10.7

38.8

59.1

Corporate

(36.8
)

(34.1
)

(111.1
)

(118.6
)
Consolidated

107.3

104.2

206.0

448.8

Interest expense, net of interest income

(10.9
)

(10.4
)

(34.4
)

(33.3
)
Miscellaneous other expense

(6.8
)

(4.1
)

(20.8
)

(0.6
)
Income before income taxes and earnings (losses) of unconsolidated affiliates

$
89.6

$
89.7

$
150.8

$
414.9

~~(a)~~

~~Results for the three and nine months ended September 30, 2022 include expense of $4.6~~ ~~million to eliminate cumulative translation adjustments upon liquidation of foreign entities. Results for the nine months ended September 30, 2021 include a $3.5~~ ~~million charge related to restructuring activities.~~

~~(b)~~

~~Results for the three and nine months ended September 30, 2022 include a $2.1~~ ~~million intangible asset impairment charge.~~

September 30,
2022

December 31,
2021

Identifiable assets:

Access Equipment:

U.S.

$
2,474.6

$
2,311.8

Europe, Africa and Middle East

398.5

460.3

Rest of the World

352.5

383.0

Total Access Equipment

3,225.6

3,155.1

Defense:

U.S.

1,666.0

1,225.0

Rest of the World

6.3

7.2

Total Defense

1,672.3

1,232.2

Fire & Emergency:

U.S.

555.3

511.2

Rest of the World

24.4

—

Total Fire & Emergency

579.7

511.2

Commercial:

U.S.

400.6

379.6

Rest of the World

40.3

45.1

Total Commercial

440.9

424.7

Corporate - U.S. (a)

1,045.9

1,398.6

Consolidated

$
6,964.4

$
6,721.8

~~(a)~~

~~Primarily includes cash and short-term investments and the Company’s global headquarters.~~

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Selected financial information relating to the Company’s reportable segments and product lines is as follows (in millions):


	Three Months Ended September 30,
	2023								2022
	External Customers		Inter- segment			Net Sales			External Customers		Inter- segment			Net Sales
Net sales:
Access
Aerial work platforms	$	654.3	$	—		$	654.3		$	517.1	$	—		$	517.1
Telehandlers		393.8		—			393.8			316.0		—			316.0
Other		270.1		—			270.1			204.8		—			204.8
Total Access		1,318.2		—			1,318.2			1,037.9		—			1,037.9

Defense		499.5		0.6			500.1			518.5		0.2			518.7

Vocational
Fire apparatus		299.5		—			299.5			243.2		—			243.2
Refuse collection		149.2		—			149.2			122.7		—			122.7
Other		243.5		0.4			243.9			144.4		1.4			145.8
Total Vocational		692.2		0.4			692.6			510.3		1.4			511.7

Corporate and intersegment eliminations		—		(1.0	)		(1.0	)		—		(1.6	)		(1.6	)
Consolidated	$	2,509.9	$	—		$	2,509.9		$	2,066.7	$	—		$	2,066.7


	Nine Months Ended September 30,
	2023								2022
	External Customers		Inter- segment			Net Sales			External Customers		Inter- segment			Net Sales
Net sales:
Access
Aerial work platforms	$	1,921.2	$	—		$	1,921.2		$	1,408.3	$	—		$	1,408.3
Telehandlers		1,126.0		—			1,126.0			855.5		—			855.5
Other		792.5		—			792.5			634.1		0.2			634.3
Total Access		3,839.7		—			3,839.7			2,897.9		0.2			2,898.1

Defense		1,510.1		1.2			1,511.3			1,592.6		1.0			1,593.6

Vocational
Fire apparatus		884.4		—			884.4			791.4		—			791.4
Refuse collection		449.0		—			449.0			395.4		—			395.4
Other		507.9		1.5			509.4			401.1		4.9			406.0
Total Vocational		1,841.3		1.5			1,842.8			1,587.9		4.9			1,592.8

Corporate and intersegment eliminations		—		(2.7	)		(2.7	)		—		(6.1	)		(6.1	)
Consolidated	$	7,191.1	$	—		$	7,191.1		$	6,078.4	$	—		$	6,078.4

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Operating income (loss):
Access	$	229.9		$	118.8		$	576.6		$	197.2
Defense (a)		22.8			3.1			30.8			26.3
Vocational (b)		52.5			32.1			141.1			112.9
Corporate		(48.7	)		(36.8	)		(126.3	)		(111.1	)
Consolidated		256.5			117.2			622.2			225.3
Interest expense, net of interest income		(17.7	)		(10.9	)		(33.0	)		(34.4	)
Miscellaneous other income		2.6			(6.8	)		13.2			(20.8	)
Income before income taxes and losses of unconsolidated affiliates	$	241.4		$	99.5		$	602.4		$	170.1

(a)

Results for the three and nine months ended September 30, 2023 include a gain of $8.0 million on the sale of the snow removal apparatus business.

(b)

Results for the nine months ended September 30, 2023 include a charge of $13.3 million on the sale of the rear discharge mixer business.

The following table presents net sales by geographic region based on product shipment destination (in millions):


	Three Months Ended September 30, 2022													Three Months Ended September 30, 2023
	Access Equipment		Defense		Fire & Emergency		Commercial		Eliminations			Total		Access		Defense		Vocational		Eliminations			Total
Net sales:
North America	$	866.6	$	499.7	$	242.5	$	262.4	$	(1.6	)	$	1,869.6	$	1,048.4	$	426.6	$	663.5	$	(1.0	)	$	2,137.5
Europe, Africa and Middle East		85.4		18.8		0.3		0.1		—			104.6		160.0		73.3		16.3		—			249.6
Rest of the World		85.9		0.2		4.4		2.0		—			92.5		109.8		0.2		12.8		—			122.8
Consolidated	$	1,037.9	$	518.7	$	247.2	$	264.5	$	(1.6	)	$	2,066.7	$	1,318.2	$	500.1	$	692.6	$	(1.0	)	$	2,509.9


	Three Months Ended September 30, 2021													Three Months Ended September 30, 2022
	Access Equipment		Defense		Fire & Emergency		Commercial		Eliminations			Total		Access		Defense		Vocational		Eliminations			Total
Net sales:
North America	$	678.3	$	610.0	$	310.2	$	230.9	$	(4.6	)	$	1,824.8	$	866.6	$	499.7	$	504.9	$	(1.6	)	$	1,869.6
Europe, Africa and Middle East		40.5		39.5		10.6		0.3		—			90.9		85.4		18.8		0.4		—			104.6
Rest of the World		127.1		0.7		16.9		2.6		—			147.3		85.9		0.2		6.4		—			92.5
Consolidated	$	845.9	$	650.2	$	337.7	$	233.8	$	(4.6	)	$	2,063.0	$	1,037.9	$	518.7	$	511.7	$	(1.6	)	$	2,066.7


	Nine Months Ended September 30, 2022													Nine Months Ended September 30, 2023
	Access Equipment		Defense		Fire & Emergency		Commercial		Eliminations			Total		Access		Defense		Vocational		Eliminations			Total
Net sales:
North America	$	2,441.3	$	1,545.5	$	782.3	$	772.2	$	(6.1	)	$	5,535.2	$	3,048.9	$	1,279.9	$	1,795.9	$	(2.7	)	$	6,122.0
Europe, Africa and Middle East		233.5		47.2		6.2		1.7		—			288.6		450.9		230.7		23.0		—			704.6
Rest of the World		223.3		0.9		23.1		7.3		—			254.6		339.9		0.7		23.9		—			364.5
Consolidated	$	2,898.1	$	1,593.6	$	811.6	$	781.2	$	(6.1	)	$	6,078.4	$	3,839.7	$	1,511.3	$	1,842.8	$	(2.7	)	$	7,191.1


	Nine Months Ended September 30, 2021													Nine Months Ended September 30, 2022
	Access Equipment		Defense		Fire & Emergency		Commercial		Eliminations			Total		Access		Defense		Vocational		Eliminations			Total
Net sales:
North America	$	1,953.6	$	1,843.6	$	894.4	$	734.5	$	(17.5	)	$	5,408.6	$	2,441.3	$	1,545.5	$	1,554.5	$	(6.1	)	$	5,535.2
Europe, Africa and Middle East		199.0		127.9		33.7		1.3		—			361.9		233.5		47.2		7.9		—			288.6
Rest of the World		355.8		3.8		24.6		6.1		—			390.3		223.3		0.9		30.4		—			254.6
Consolidated	$	2,508.4	$	1,975.3	$	952.7	$	741.9	$	(17.5	)	$	6,160.8	$	2,898.1	$	1,593.6	$	1,592.8	$	(6.1	)	$	6,078.4

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In October 2021, Oshkosh Corporation and its subsidiaries (the Company) changed its fiscal year from a year beginning on October 1 and ending September 30 to a year beginning on January 1 and ending December 31. The Company’s current fiscal year runs from January 1, 2022 through December 31, 2022 (fiscal 2022).

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10-Q contain 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 this Quarterly Report on Form 10-Q, 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 “Overview” are forward-looking statements. When used in this Quarterly Report on Form 10-Q, 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 extent of supply chain and logistics disruptions; the Company’s ability to increase prices or impose surcharges to raise margins or to offset higher input costs, including increased raw material, labor and freight costs; the Company’s ability to attract and retain production labor in a timely manner; the cyclical nature of the Company’s access equipment, ~~commercial~~fire apparatus, refuse collection and ~~fire & emergency~~air transportation equipment markets, which are particularly impacted by the strength of U.S. and European economies and construction seasons; the Company’s estimates of access equipment demand which, among other factors, is influenced by historical customer buying patterns and rental company fleet replacement strategies; the impact of orders and costs on the U.S. Postal Service contract; the impact of severe weather, war, natural disasters or pandemics that may affect the Company, its suppliers or its customers; the Company’s ability to increase prices or impose surcharges to raise margins or to offset higher input costs, including increased raw material, labor, freight and overhead costs; the Company's ability to accurately predict future input costs associated with Defense contracts; the Company’s ability to attract and retain production labor in a timely manner; the Company's ability to successfully integrate the AeroTech acquisition and to realize the anticipated benefits associated with the same; the strength of the U.S. dollar and its impact on Company exports, translation of foreign sales and the cost of purchased materials; the Company’s ability to predict the level and timing of orders for indefinite delivery/indefinite quantity contracts with the U.S. federal government; budget uncertainty for the U.S. federal government, including risks of future budget cuts, the impact of continuing resolution funding mechanisms and the potential for shutdowns; the impact of any U.S. Department of Defense ~~(DoD)~~ solicitation for competition for future contracts to produce military vehicles; the impacts of budget constraints facing the U.S. Postal Service (USPS) and continuously changing demands for postal services; the impact of severe weather, war, natural disasters or pandemics that may affect the Company, its suppliers or its customers; risks 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 associated with international operations and sales, including compliance with the Foreign Corrupt Practices Act; risks that a trade war and related tariffs could reduce the competitiveness of the Company’s products; the Company’s ability to comply with complex laws and regulations applicable to U.S. government contractors; cybersecurity risks and costs of defending against, mitigating and responding to data security threats and breaches impacting the Company; the Company’s ability to successfully identify, complete and integrate other acquisitions and to realize the anticipated benefits associated with the same; and risks related to 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 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 U.S. Securities and Exchange Commission (SEC) filings, including, but not limited to, the Company’s Current Report on Form 8-K filed with the SEC on October ~~27, 2022~~26, 2023 and Item 1A. of Part II of this Quarterly Report on Form 10-Q.

All forward-looking statements, including those under the caption “Overview,” speak only as of the date the Company files this Quarterly Report on Form 10-Q with the SEC. The Company assumes no obligation, and disclaims any obligation, to update information contained in this Quarterly Report on Form 10-Q. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.

All references herein to earnings per share refer to earnings per share assuming dilution.

Major products manufactured and marketed by each of the Company’s business segments are as follows:

Access ~~Equipment~~ — aerial work platforms and telehandlers used in a wide variety of construction, industrial, institutional and general maintenance applications to position workers and materials at elevated heights, as well as carriers and wreckers. Access ~~Equipment~~ customers include equipment rental companies, construction contractors, manufacturing companies, home improvement centers and towing companies.

Defense — tactical vehicles, trailers, weapons system integration and parts sold to the U.S. military and to other militaries around the world and delivery vehicles for the ~~USPS, and snow removal vehicles for military and civilian airports.~~USPS.

~~Fire & Emergency~~Vocational — custom and commercial firefighting vehicles and equipment, aircraft rescue and firefighting (ARFF) vehicles, simulators, mobile command and control vehicles and other emergency vehicles primarily sold to fire departments, airports and other governmental ~~units, as well as broadcast vehicles sold to broadcasters and TV stations.~~

~~Commercial~~ ~~— refuse~~units. Refuse collection vehicles sold to commercial and municipal waste ~~haulers,~~haulers. Aviation ground support products, gate equipment and airport services provided to commercial airlines, airports, air-freight carriers, ground handling customers and the military. Front-discharge concrete mixers sold to ready-mix ~~companies and field~~companies. Field service vehicles and truck-mounted cranes sold to mining, construction and other companies.

The Company reported ~~earnings per share of $0.90 for~~strong results in the third quarter of fiscal ~~2022, down from $1.30~~2023 with significant growth in net sales, operating income and earnings per share ~~for the three months ended September 30, 2021. Results for~~compared to the third quarter of fiscal ~~2022 included charges of $4.6 million, or $0.07 per share,~~2022. The year over year improvement stemmed from strong demand for the release of cumulative translation adjustment losses upon the liquidation of foreign entities in the Access Equipment segment and a $2.1 million, or $0.03 per share, impairment of an intangible asset in the Commercial segment. Results for the three months ended September 30, 2021 included an $11.7 million, or $0.17 per share, tax benefit associated with the release of a valuation allowance on deferred tax assets in Europe and a $5.4 million, or $0.08 per share, tax benefit associated with the carryback of a U.S. net operating loss to prior years with higher federal statutory rates. Price/cost dynamics in the Access Equipment and Commercial segmentsCompany's products, improved significantly during the third quarter of fiscal 2022 as the Company more fully benefited from price increases implemented to account for inflationary pressures in the Company’s costs. Price/cost dynamics in the Defense and Fire & Emergency segments continued to impact the Company’s results due to long lead times between order and delivery of the finished goods. In addition, global supply chain conditions ~~remained~~and the benefit of actions implemented over the past several quarters to improve production resiliency in a ~~significant constraint and suppressed production output in all of the Company’s segments. The Company believes theses~~constrained supply chain ~~conditions will continue through fiscal 2023. The Company believes demand for the Company’s products remains robust, as evidenced by strong backlogs at September 30, 2022.~~environment.

Consolidated net sales in the third quarter of fiscal ~~2022~~2023 increased ~~0.2 percent~~$443.2 million, or 21.4%, to $2.51 billion compared to the ~~three months ended September 30, 2021~~third quarter of fiscal 2022 primarily due to ~~$2.07 billion as improved pricing was largely offset by lower sales volumes primarily~~the impact of higher gross margin associated with higher sales volume, inclusion of sales related to acquisitions and realization of price increases implemented to offset the rise in costs over the last several years. While still off of historical norms, supply chain ~~related production delays.~~conditions continued to improve, allowing the Company to increase its output to meet demand.

Consolidated operating income increased 118.9% to $256.5 million, or 10.2% of sales, in the third quarter of fiscal ~~2022 increased 3.0 percent~~2023 compared to ~~$107.3~~$117.2 million, or ~~5.2 percent~~5.7% of sales, compared to $104.2 million, or 5.1 percent of sales, for the three months ended September 30, 2021. The increase was primarily due to improved price/cost dynamics, offset in part by lower sales volume and unfavorable cumulative catch-up adjustments in the Defense segment.

The Company’s most recent prior earnings guidance was based on expectations that supply chain and inflation conditions in the second half of fiscal 2022 would remain the same as what the Company experienced in the second quarter of fiscal 2022. While on-time delivery metrics have improved for certain components, these metrics remain well off of historical norms and below levels that facilitate efficient production. Inflation has also remained persistent despite improvement in some commodity costs. As such, the only changes the Company is making to its most recent prior earnings guidance are to reflect the release of the cumulative translation adjustment losses and the intangible asset impairment recorded in the third quarter of fiscal 2022. Improved pricing, higher sales volume and improved mix were the primary contributors to the improvement in consolidated operating income.

On August 1, 2023, the Company completed its acquisition of the AeroTech business (AeroTech) from JBT Corporation. AeroTech is a leading provider of aviation ground support products, gate equipment and airport services. AeroTech products serve approximately 75% of air travelers at U.S. airports and load approximately 70% of the world’s overnight express packages. AeroTech also operates a strong aftermarket parts and service business with recurring revenues comprising approximately 40% of its historical total revenues on an annual basis. The Company believes ~~that~~AeroTech is poised to benefit from numerous secular tailwinds for air transportation, which is in the early stages of an investment cycle. Global passenger traffic is expected to grow in the high single digits over the next several years and infrastructure spending is expected to accelerate with legislation and aging infrastructure. AeroTech had sales of $576 million in JBT Corporation's fiscal year ended December 31, 2022 and contributed net sales of $115.8 million to the Company from the August 1, 2023 acquisition date to September 30, 2023.

The Company increased its fiscal 2023 earnings per share estimate from a range of $7.65 to a range of $8.75 on estimated operating income of $815 million and estimated consolidated sales of $9.65 billion. The revised earnings per share estimate includes a combined $0.75 per share charge related to amortization of purchased intangible assets, acquisition costs, net losses on the sale of businesses, amortization of inventory fair value step-up and restructuring, offset in part by a pension settlement, as well as related tax impacts. Excluding these net charges, the Company increased its fiscal ~~2022 will~~2023 adjusted earnings per share estimate to be in the range of ~~$3.15, including the impact of a $0.25 charge for foreign anti-hybrid taxes related to taxes on income generated in prior periods recorded in the first quarter of fiscal 2022~~$9.50.

The Company expects Access segment sales and ~~charges of $0.07 and $0.03, respectively,~~operating income margin in fiscal 2023 to be in the ~~third quarter~~range of $5.0 billion and 15.0% compared to the Company’s previous expectation of $4.9 billion and 14.0%, respectively, largely as a result of improved production throughput and improved mix.

The Company continues to expect Defense segment sales and operating income margin in fiscal ~~2022~~2023 to be in the range of $2.1 billion and 3.0%, respectively.

The Company continues to expect Vocational segment fiscal 2023 sales to be in the range of $2.5 billion. The Company expects Vocational segment fiscal 2023 operating income margin in the range of 7.5%, up from the previous expectation of 6.3% as a result of higher volumes and favorable price/cost dynamics.

The Company continues to expect corporate expenses for ~~the release of the cumulative translation adjustment losses and the intangible asset impairment.~~fiscal 2023 to be $180 million.

The guidance implies that fourth quarter of fiscal ~~2022~~2023 earnings per share will be in the range of ~~$1.85. The improvement in expected fourth quarter~~$1.95, reflecting continued strong demand and similar supply chain dynamics to those the Company experienced during the second and third quarters of fiscal ~~2022 earnings per share when compared~~2023, offset in part by increased amortization of purchased intangibles, increased interest expense on the Company’s revolving credit facility and fewer production days due to the third quarter of fiscal 2022 is attributable to three primary factors: the benefit of an expected increased volume at the Defense and Access Equipment segments; the benefit of an expected positive cumulative catch-up adjustment on anticipated fourth quarter orders in the Defense segment as compared to a charge in the third quarter of fiscal 2022; and the expected benefit of cost management actions throughout the Company to align its costs with the constrained production environment.holiday timing.

The following table presents net sales by geographic region based on product shipment destination (in millions):

~~Three Months Ended September 30, 2022~~Third Quarter Fiscal 2023 Compared to ~~Three Months Ended September 30, 2021~~2022

Consolidated net sales increased as a result of ~~improved~~higher sales volume ($228 million), the inclusion of sales related to the AeroTech and Hinowa acquisitions ($135 million) and higher pricing ($150 million), largely offset by lower sales volumes primarily associated with supply chain related production delays. Sales for the three months ended September 30, 2022 were also unfavorably impacted by $18 million from changes in ~~foreign currency exchange rates.~~response to higher input costs ($81 million).

~~Consolidated~~The improvement in consolidated gross margin was ~~flat as~~primarily due to improved pricing ~~(560 basis points) was offset by higher material & logistics costs (460 basis points), unfavorable cumulative catch-up adjustments on contracts in the Defense segment (70~~(250 basis points) and ~~higher new~~favorable product ~~development spending (50~~mix (170 basis points).

The ~~decrease~~increase in consolidated selling, general and administrative expenses was due to ~~lower~~higher incentive compensation expense ($18 million) as a result of improved performance as well as costs associated with the acquisition of AeroTech ($1412 million)~~, offset in part by higher salaries and fringe benefit costs~~.

Amortization of purchased intangible assets increased primarily due to the acquisition of AeroTech ($86 million).

The increase in consolidated operating income was primarily due to improved pricing ($~~150 million), offset by higher material & logistics costs ($95~~81 million), the impact of ~~lower~~higher gross margin associated with ~~lower~~higher sales volume ($3051 million) and improved sales mix ($38 million), offset in part by higher incentive compensation costs ($28 million).

Consolidated net sales increased as a result of higher sales volume ($632 million), higher pricing in response to higher input costs ($340 million), the inclusion of sales from acquisitions ($187 million) and lower unfavorable cumulative catch-up adjustments on contracts in the Defense segment ($~~19 million) and higher new product development spending ($10 million).~~

~~Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021~~

~~Consolidated net sales decreased as a result of lower sales volumes in the Defense segment ($351 million) and the unfavorable impact of foreign currency exchange rates ($36~~21 million), offset in part by ~~improved pricing~~the impact of the divestiture of the rear-discharge mixer business ($~~314~~60 million).

The ~~decrease~~improvement in consolidated gross margin was primarily due to ~~higher material & logistics costs (650~~improved pricing (370 basis points)~~, manufacturing inefficiencies (100 basis points) largely as a result of supply chain disruptions,~~ and ~~unfavorable cumulative catch-up adjustments on contracts in the Defense segment (60 basis points), offset in part by~~ improved ~~pricing (400~~sales mix (160 basis points).

The ~~decrease~~increase in consolidated selling, general and administrative expenses was ~~generally~~ due to ~~lower~~higher incentive compensation ~~costs~~expense ($43 million) as a result of improved performance, costs associated with the acquisition of AeroTech ($13 million), ~~offset in part by higher salaries~~increased information technology expenses ($9 million), ~~increased travel~~net losses on the sale of businesses ($5 million), higher ~~reserves for bad debts~~stock-based compensation expense ($5 million) and ~~higher software~~restructuring costs ($4 million).

The ~~decrease~~increase in consolidated operating income was primarily due to ~~unfavorable material & logistics costs~~improved pricing ($~~395~~340 million), the impact of ~~lower~~higher gross margin associated with ~~lower~~higher sales volume ($~~84 million), manufacturing inefficiencies ($58 million), unfavorable cumulative catch-up adjustments on contracts in the Defense segment ($42~~135 million) and ~~higher engineering and new product development spending~~improved sales mix ($3195 million), offset in part by ~~improved pricing ($314 million) and lower~~higher incentive compensation costs ($5670 million), higher material & logistics costs ($48 million), higher operating expenses ($24 million), costs related to the acquisition of AeroTech ($13 million), increased amortization of purchased intangible assets ($10 million) and amortization of inventory fair value step-up ($6 million).

~~Three Months Ended September 30, 2022~~Third Quarter Fiscal 2023 Compared to ~~Three Months Ended September 30, 2021~~2022

~~Other miscellaneous~~Interest expense, net of interest income increased due to increased borrowings and lower cash holdings as a result of the AeroTech acquisition.

Miscellaneous income (expense) increased primarily ~~related~~due to ~~gains and losses on investments,~~ foreign currency transaction gains ~~and~~for the third quarter of fiscal 2023 ($1 million) compared to foreign currency transaction losses ~~and non-service costs of the Company’s pension plans.~~

~~Income tax expense~~ for the third quarter of fiscal 2022 ~~was adversely impacted by anti-hybrid tax legislation in a foreign jurisdiction which increased the~~($6 million).

The effective tax rate ~~by 710 basis points. The~~decreased as the provision for income taxes ~~for~~was elevated in the ~~three months ended September 30, 2021 included an $11.7 million~~third quarter of fiscal 2022 due to a foreign anti-hybrid tax ~~benefit associated with~~matter that was resolved in the ~~release~~fourth quarter of a valuation allowance on deferred tax assets in Europe, a $5.4 million tax benefit associated with the carryback of a U.S. net operating loss to prior years with higher federal statutory rates and other discrete tax benefits of $4.9 million.fiscal 2022.

~~Gains and losses of unconsolidated affiliates primarily represented changes in the Company’s equity method investments.~~

~~Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021~~

Other miscellaneous expense primarily related to gains and losses on investments, foreign currency transaction gains and losses, and non-service costs of the Company’s pension plans. Foreign currency transactions resulted in losses of $8.2 million and gains of $4.9 million for the nine months ended September 30, 2022 and 2021, respectively. Results for the nine months ended September 30, 2022 and 2021 included an unrealized loss on an investment of $9.6 million and $4.5 million, respectively.

Interest expense net of interest income decreased due to the benefit of higher interest rates on the Company’s cash holdings prior to the acquisition of AeroTech. The cash holdings were reduced during the third quarter of fiscal 2023 in connection with the AeroTech acquisition.

Miscellaneous income (expense) in the first nine months of fiscal 2023 included foreign currency transaction gains ($5 million) and a gain on a mediation settlement with the Company’s pension advisor ($5 million). Miscellaneous income (expense) in the first nine months of fiscal 2022 included an unrealized loss on an investment ($10 million) and foreign currency transaction losses ($8 million).

The provision for income taxes for the first nine months ~~ended September 30,~~of fiscal 2022 included a charge of ~~$27.1~~$27 million as the Company revised its interpretation of certain foreign anti-hybrid tax legislation based upon comments from the corresponding taxing ~~authorities. Results for~~authorities in the ~~nine months ended September 30, 2021 included discrete tax benefits~~first quarter of $89.3 million, primarily related to the carryback of a net operating loss to previous tax years with higher federal statutory tax rates of $75.3 million and the release of a valuation allowance on deferred tax assets in Europe of $11.7 million.fiscal 2022.

~~Gains and losses~~Losses of unconsolidated affiliates ~~primarily~~ represented changes in the Company’s equity method investments. During the first quarter of fiscal 2023, the Company wrote down its investment in an equity interest in an entity in Mexico by $6 million based on the estimated fair market value of the entity. The Company completed the sale of its interest in the entity during the third quarter of fiscal 2023, resulting in an additional loss of $2 million, primarily to eliminate cumulative translation adjustments.

The following table presents the Access ~~Equipment~~ segment results (in millions):

~~Three Months Ended September 30, 2022~~Third Quarter Fiscal 2023 Compared to ~~Three Months Ended September 30, 2021~~2022

Access ~~Equipment~~ segment net sales increased as a result of improved sales volume ($213 million), higher pricing ~~($120 million)~~ in response to higher input costs ($41 million) and ~~higher volume in North America~~the inclusion of sales from the Hinowa acquisition ($8619 million). ~~Access Equipment sales in the third quarter of fiscal 2022 were unfavorably impacted by $17 million from changes in foreign currency exchange rates.~~

The ~~increase in~~improved gross margin in the Access ~~Equipment~~ segment was primarily due to higher pricing (230 basis points), improved ~~pricing (850~~logistics costs (210 basis points) and ~~lower~~favorable product ~~liability costs (140 basis points), offset in part by higher material & logistics costs (540~~mix (110 basis points).

The increase in operating income in the Access ~~Equipment~~segment was primarily due to the impact of higher gross margin associated with higher sales volume ($58 million), improved pricing ($41 million), improved logistics costs ($26 million) and favorable product mix ($18 million), offset in part by higher incentive compensation expense ($15 million), higher material costs ($11 million) and higher SG&A expenses ($10 million).

Access segment net sales increased as a result of improved sales volume ($670 million), higher pricing in response to higher input costs ($222 million) and the inclusion of sales from the Hinowa acquisition ($57 million).

The improved gross margin in the Access segment was primarily due to higher pricing (430 basis points), lower material & logistics cost (180 basis points) and improved product mix (130 basis points).

The increase in operating income in the Access segment was primarily due to improved pricing ($~~120~~222 million), the impact of higher gross margin associated with higher sales volume ($22166 million) and ~~lower~~favorable product ~~liability costs~~mix ($1055 million), offset in part by higher ~~material & logistics costs~~incentive compensation ($6735 million) and higher SG&A expenses ($23 million).

~~Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021~~

Access Equipment segment net sales increased as a result of improved pricing ($234 million) and increased volume ($179 million), offset in part by an unfavorable impact from changes in foreign currency exchange rates ($34 million). Volume increases in North America were offset in part by sales declines in Asia.

The decrease in gross margin in the Access Equipment segment was due to higher material & logistics costs (1020 basis points), offset in part by improved pricing (600 basis points) and lower product liability costs (70 basis points).

The decrease in operating income in the Access Equipment segment was primarily due to higher material & logistics costs ($302 million) and manufacturing inefficiencies ($37 million), largely associated with supply chain challenges, offset in part by improved pricing ($234 million), the impact of higher gross margin associated with higher sales volume ($46 million) and lower incentive compensation costs ($24 million).

~~Three Months Ended September 30, 2022~~Third Quarter Fiscal 2023 Compared to ~~Three Months Ended September 30, 2021~~2022

Defense segment net sales decreased due to lower Joint Light Tactical Vehicle (JLTV) program volume ~~driven~~($70 million) offset in part by ~~supply chain disruptions and lower customer demand.~~higher Family of Medium Tactical Vehicle (FMTV) sales volume ($35 million). In June 2023, the Company learned that its protest of the award for the JLTV follow on contract to another company was denied by the Government Accountability Office. The Company expects to continue to build JLTVs through the end of fiscal 2024 under the current contract. The JLTV program accounted for $213 million of sales in the third quarter of fiscal 2023.

The ~~decrease~~increase in gross margin in the Defense segment was due to unfavorable cumulative catch-up adjustments on contracts ~~(280 basis points), adverse product mix (150 basis points) and higher engineering and new product development spending (110~~in the third quarter of fiscal 2022 (230 basis points).

The ~~decrease~~increase in operating income in the Defense segment was primarily a result of ~~the impact of lower gross margin associated with lower sales volume ($21 million),~~ unfavorable cumulative catch-up adjustments on contracts ($19 million) and adverse product mix ($8 million). Changes in estimates on contracts accounted for under the cost-to-cost method resulted in cumulative catch-up adjustments on contract margins that decreased Defense segment operating income by $13.7 million in the third quarter of fiscal 2022 ~~primarily~~($13 million) and a ~~result~~gain on the sale of ~~higher anticipated material and logistics costs. Changes in estimates on contracts accounted for under~~ the ~~cost-to-cost method increased Defense segment operating income by $5.3 million in the three-month ended September 30, 2021.~~Company's snow removal apparatus business ($8 million).

First Nine Months ~~Ended September 30, 2022~~Fiscal 2023 Compared to ~~Nine Months Ended September 30, 2021~~2022

Defense segment net sales decreased ~~as U.S. Government funding~~due to lower JLTV program volume ($268 million) offset in part by higher FMTV sales volume ($109 million). The JLTV program accounted for $716 million of sales in the ~~Company’s tactical wheeled vehicle programs has decreased in recent years.~~first nine months of fiscal 2023.

The ~~decrease~~increase in gross margin in the Defense segment was due to lower unfavorable cumulative catch-up adjustments on contracts ~~(240~~(80 basis points) and lower new product development expenses (60 basis points), offset in part by unfavorable product mix ~~(180~~(80 basis points).

The ~~decrease~~increase in operating income in the Defense segment was primarily athe result of the ~~impact of~~ lower ~~gross margin associated with lower sales volume ($57 million),~~ unfavorable cumulative catch-up adjustments on contracts ($~~42 million) and unfavorable product mix ($28~~15 million), ~~partially offset by~~ lower warranty costs ($12 million). Changes in estimates on contracts accounted for under the cost-to-cost method resulted in cumulative catch-up adjustments on contract margins that decreased Defense segment operating income by $36.9 million in the nine months ended September 30, 2022 primarily a result of higher anticipated material and logistics costs. Changes in estimates on contracts accounted for under the cost-to-cost method increased Defense segment operating income by $4.6 million in the nine-month ended September 30, 2021

~~The following table presents the Fire & Emergency segment results (in millions):~~

~~Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021~~

Fire & Emergency segment net sales decreased due to lower fire truck deliveries ($52 million) as parts shortages and manufacturing challenges limited the segment’s ability to complete and ship units and lower demand for ARFF vehicles ($43 million).

The decrease in gross margin in the Fire & Emergency segment was primarily attributable to higher material & logistics costs (410 basis points), manufacturing inefficiencies (170 basis points), largely associated with parts shortages and labor availability, and higher engineering and new product development ~~spending (170 basis points), offset in part by lower fringe~~ costs ~~related to changes in~~($10 million) and a ~~benefit program (220 basis points).~~

~~The decrease in operating income in~~gain on the ~~Fire & Emergency segment was largely a result~~sale of the ~~impact of lower gross margin associated with lower sales volume~~Company's snow removal apparatus business ($~~26 million) and higher material & logistics costs ($10~~8 million), offset in part by ~~lower fringe costs related to changes in a benefit program ($6 million) and lower incentive compensation costs ($3 million).~~

~~Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021~~

~~Fire & Emergency segment net sales decreased due to lower fire truck deliveries ($91 million) and lower ARFF vehicle volume ($65 million), partially offset by improved pricing ($18 million).~~

The decrease in gross margin in the Fire & Emergency segment was primarily attributable to higher material & logistics costs (360 basis points), manufacturing inefficiencies (180 basis points) largely associated with parts shortages and labor availability, higher labor & overhead costs (110 basis points) and higher engineering and new product development spending (80 basis points), offset in part by improved pricing (160 basis points).

The decrease in operating income in the Fire & Emergency segment was largely a result of the impact of lower gross margin associated with lower sales volume ($44 million), higher material & logistics costs ($29 million), manufacturing inefficiencies ($13 million) and higher labor & overhead costs ($9 million), offset in part by improved pricing ($18 million).

~~Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021~~

~~Commercial segment net sales increased as a result of higher pricing in response to higher input costs.~~

The decrease in gross margin in the Commercial segment was primarily attributable to unfavorable material & logistics costs (870 basis points), higher warranty costs (110 basis points) and higher engineering and new product development spending (100 basis points), offset in part by improved pricing (700 basis points) and favorable mix (200 basis points).

The decrease in operating income in the Commercial segment was primarily due to higher material & logistics costs ($24 million), production inefficiencies ($4 million) associated with supply chain shortages, higher new product development spending ($3 million) and higher warranty costs ($3 million), offset in part by improved pricing ($25 million) and favorable mix ($6 million).

~~Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021~~

Commercial segment net sales increased as a result of higher pricing ($62 million) in response to higher input costs and favorable product mix primarily due to a greater percentage of sales that included a third-party chassis ($26 million), offset in part by lower sales volume ($48 million).

The decrease in gross margin in the Commercial segment was primarily attributable to unfavorable material & logistics costs (930 basis points) and manufacturing inefficiencies (130 basis points), largely associated with parts shortages, offset in part by improved pricing (590 basis points) and favorable product mix (220 basis points).

~~The decrease in operating income in the Commercial segment was primarily due to higher material & logistics costs ($73 million), manufacturing inefficiencies ($12 million),~~ the impact of lower gross margin associated with lower sales volume ($12 million) and unfavorable product mix ($11 million).

Vocational segment net sales increased due to the inclusion of sales related to the AeroTech acquisition ($116 million), ~~higher engineering and new product development spending~~improved sales volume ($745 million) and higher ~~warranty~~pricing in response to higher input costs ($440 million), offset in part by the impact of the sale of the rear discharge concrete mixer business ($20 million).

The increase in gross margin in the Vocational segment was primarily attributable to higher pricing (450 basis points) and improved product mix (190 basis points), offset in part by higher material costs (270 basis points) and amortization of inventory fair value step-up due to the AeroTech acquisition (90 basis points).

The increase in operating income in the Vocational segment was largely a result of higher pricing ($6240 million) ~~and favorable~~, improved product mix ($2412 million) and the impact of higher gross margin associated with higher sales volume ($11 million), offset in part by higher material costs ($19 million), costs related to the acquisition of AeroTech ($18 million), including acquisition costs and the amortization of inventory fair value step-up, and higher incentive compensation ($6 million).

Vocational segment net sales increased due to the inclusion of sales related to acquisitions ($130 million), higher pricing in response to higher input costs ($119 million) and improved sales volume ($62 million), offset in part by the sale of the rear discharge mixer business ($60 million).

The increase in gross margin in the Vocational segment was primarily attributable to higher pricing (490 basis points) and improved product mix (80 basis points), offset in part by higher material costs (400 basis points).

The increase in operating income in the Vocational segment was largely a result of higher pricing ($119 million), improved product mix ($17 million) and the impact of higher gross margin associated with higher sales volume ($15 million), offset in part by higher material costs ($73 million), costs related to the acquisition of AeroTech ($13 million), the loss on the sale of the rear discharge concrete mixer business ($13 million), higher incentive compensation ($12 million) and amortization of inventory fair value step-up ($6 million).

The following table presents the corporate costs and intersegment eliminations (in millions):

~~Three Months Ended September 30, 2022~~Third Quarter Fiscal 2023 Compared to ~~Three Months Ended September 30, 2021~~2022

Corporate operating expenses increased primarily ~~as a result of~~due to higher ~~share-based~~incentive compensation costs ($26 million).

First Nine Months ~~Ended September 30, 2022~~Fiscal 2023 Compared to ~~Nine Months Ended September 30, 2021~~2022

Corporate operating expenses ~~decreased~~increased primarily ~~as a result of lower~~due to higher incentive compensation costs ($1416 million).

The Company generates significant capital resources from operating activities, which is the expected primary source of funding for the Company. In addition to cash generated from operations, the Company had other sources of liquidity available at September 30, ~~2022,~~2023, including ~~$474.8~~$106.1 million of cash and cash equivalents and ~~$1,086.1~~$580.7 million of unused available capacity under the Revolving Credit Facility (as defined in “Liquidity”). The Company used available cash and approximately $575 million of borrowings under the Revolving Credit Facility to fund its acquisition of AeroTech on August 1, 2023. Borrowings under the Revolving Credit Facility could, as discussed below, be limited by a financial covenant contained in the Credit Agreement (as defined in “Liquidity”). The Company was in compliance with the financial covenant at September 30, ~~2022~~2023 and expects to remain in compliance with the financial covenant contained in the Credit Agreement for the foreseeable future.

The Company continues to actively monitor its liquidity position and working capital needs and prioritizes capital expenditures related to capacity and strategic investments. The Company remains in a stable overall capital resources and liquidity position that the Company believes is adequate to meet its projected needs. During the nine months ended September 30, 2022, the Company repurchased $155 million in shares of its Common Stock. The Company’s Board of Directors increased the Company’s repurchase authorization to 12 million shares on May 3, 2022. As of September 30, 2022, the Company had approximately 11.6 million shares of Common Stock remaining under its repurchase authorization.

The Company’s ratio of debt to total capitalization of ~~17.3%~~23.7% at September 30, ~~2022~~2023 remained within its targeted range. The debt to total capitalization increase compared to December 31, 2022 was primarily due to the acquisition of AeroTech and corresponding borrowings on the Revolving Credit Facility.

The Company’s goal is to maintain an investment-grade credit rating. The rating agencies periodically update the Company’s credit ratings as events or changes in economic conditions occur. At September 30, ~~2022,~~2023, the long-term credit ratings assigned to the Company’s senior debt securities by the credit rating agencies engaged by the Company were as follows:

The Company does not anticipate that the acquisition of AeroTech and related financing will have a negative impact on the Company's long-term credit ratings.

Consolidated days sales outstanding (defined as “Trade Receivables” at quarter end divided by “Net Sales” for the most recent quarter multiplied by 90 days) ~~decreased~~increased from 4645 days at December 31, ~~2021~~2022 to 4451 days at September 30, ~~2022.~~2023. Days sales outstanding for segments other than the Defense segment ~~decreased~~increased from 5349 days at December 31, ~~2021~~2022 to 5152 days at September 30, ~~2022.~~2023 due to timing of sales within the Access segment. Consolidated inventory turns (defined as “Cost of Sales” on an annualized basis, divided by the average “Inventory” at the past five quarter end periods) ~~decreased~~increased from ~~4.9~~4.1 times at December 31, ~~2021~~2022 to ~~4.8~~4.2 times at September 30, ~~2022.~~

Operating activities ~~generated $138.3~~provided $120.0 million of cash in the first nine months of fiscal ~~2022~~2023 compared to ~~$853.5~~$138.3 million during the first nine months ~~ended September 30, 2021. Lower~~of fiscal 2022. Higher net income during the first nine months of fiscal ~~2022,~~2023 was offset by higher working capital as a ~~significant increase in inventory due to global supply chain challenges that have delayed the Company’s ability to complete units, and~~result of lower customer advance receipts, higher accounts receivable associated with higher sales levels, higher incentive compensation accruals ~~were offset~~and the timing of federal income tax payments. The Company continues to expect to generate approximately $550 million of cash flows from operations in ~~part by higher customer advances in the Fire & Emergency and Defense segments.~~fiscal 2023.

Investing activities used cash of ~~$190.9 million~~$1.19 billion in the first nine months of fiscal ~~2022~~2023 compared to ~~$222.3~~$190.9 million during the first nine months ~~ended September 30, 2021.~~of fiscal 2022. The Company used $808 million to fund the acquisition of AeroTech during the third quarter of fiscal 2023 and $188 million to fund the acquisition of Hinowa S.p.A. during the first quarter of fiscal 2023. Through September 30, ~~2022,~~2023, the Company ~~utilized $160.3~~used $228 million for capital expenditures. The Company anticipates that it will spend ~~$325~~$300 million on capital expenditures in fiscal ~~2022.~~2023. The expected increase in capital spending in fiscal ~~2022 reflects~~2023 compared to other recent fiscal years is primarily a result of investments in the ~~set-up of~~NGDV facility in South Carolina as well as manufacturing capacity expansions in the ~~manufacturing plant in Spartanburg, SC, to produce Next Generation Delivery Vehicles (NGDV) for the USPS for which the Company will largely receive customer advances.~~Access and Vocational segments.

Financing activities ~~used~~provided cash of ~~$451.8~~$371.3 million in the first nine months of fiscal ~~2022~~2023 compared to ~~$148.1~~the use of $451.8 million during the first nine months ~~ended September 30, 2021.~~of fiscal 2022. The ~~increase~~change in cash ~~utilized for financing activities~~use/generation was primarily due to changes in debt and lower share repurchases in the ~~repayment~~first nine months of fiscal 2023 as compared to the ~~Company’s~~first nine months of fiscal 2022. The Company borrowed approximately $575 million to fund the acquisition of AeroTech in the third quarter of fiscal 2023. Subsequent to the acquisition, the Company used cash flow from operations to repay approximately $70 million of those borrowings. The Company repaid its $225 million term loan ~~and an increase~~ in the second quarter of fiscal 2022. In the first nine months of fiscal 2023, the Company repurchased 265,795 shares of its Common Stock ~~repurchases~~at an aggregate cost of $22.6 million. As of September 30, 2023, the Company had approximately 11.3 million shares of Common Stock remaining under ~~authorizations approved by the Company’s Board of Directors.~~its repurchase authorization. In the first nine months ~~ended September 30,~~of fiscal 2022, the Company repurchased 1,508,467 shares of its Common Stock at an aggregate cost of $155.0 million. ~~In the nine months ended September 30, 2021, the Company repurchased 927,934 shares~~

On March 23, 2022, the Company entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for an unsecured revolving credit facility (the “Revolving Credit Facility”) that matures in March 2027 with an initial maximum aggregate amount of availability of $1.1 billion. At September 30, 2023, borrowings under the Revolving Credit Facility of $505.0 million and outstanding letters of credit of $14.3 million reduced available capacity under the Revolving Credit Facility to $580.7 million.

The Credit Agreement contains various restrictions and covenants, including a requirement that the Company maintain a leverage ratio at certain levels, subject to certain exceptions, restrictions on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, incur additional subsidiary indebtedness and consummate acquisitions and a restriction on the disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole. The Company was in compliance with the financial covenant contained in the Credit Agreement as of September 30, ~~2022~~2023 and expects to be able to meet the financial covenant contained in the Credit Agreement over the next twelve months.

indenture (the “Indenture”) between the Company and a trustee. The Indenture contains customary affirmative and negative covenants. The Company has the option to redeem the 2028 ~~Senior Notes~~ and 2030 Senior Notes at any time for a premium.

Refer to Note 1112 to Condensed Consolidated Financial Statements for additional information regarding the Company’s debt as of September 30, ~~2022.~~2023.

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires the Company to make judgments, assumptions and estimates that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. The accounting policies that the Company believes are most critical to the portrayal of its financial condition and results of operations are reported in Item 7 of the Company’s Annual Report on Form 10-K for the year ended ~~September 30, 2021.~~December 31, 2022.

The Company’s disclosures of critical accounting estimates in its Annual Report on Form 10-K for the year ended ~~September 30, 2021~~December 31, 2022, other than as noted below, have not materially changed since that report was filed.

Fair Value of Intangible Assets. The Company makes strategic acquisitions that may have a material impact on its consolidated results of operations or financial position. The purchase price of acquired businesses is allocated to the assets acquired and liabilities assumed in the transaction at their estimated fair values. The determination of the fair value of intangible assets, which represent a significant portion of the purchase price in many of the Company's acquisitions, can be complex and requires the use of significant judgment with regard to (i) the fair value and (ii) the period and the method by which the intangible asset will be amortized. Management uses information available to make fair value determinations and engages independent valuation specialists, when necessary, to assist in the fair value determination of acquired intangibles.

The fair value of acquisition-related intangible assets is estimated principally based on projections of cash flows that will arise from identifiable intangible assets of acquired businesses, which includes estimates of discount rates, revenue growth rates, EBITDA, royalty rates, customer attrition rates and technology obsolesce rates. The projected cash flows are discounted to determine the present value of the assets at the dates of acquisition. Although management believes the projections, assumptions and estimates made were reasonable and appropriate, these estimates require significant judgment, are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments subsequent to the measurement period are recorded to the consolidated statements of income. See Note 2 to Condensed Consolidated Financial Statements for additional information regarding acquisitions.

There are no significant impacts of new accounting standards on the Company’s Condensed Consolidated Financial Statements.

Sales to the U.S. government comprised approximately ~~26%~~19% of the Company’s net sales in the first nine months ~~ended September 30, 2022.~~of fiscal 2023. No other single customer accounted for more than 10% of the Company’s net sales for this period. A substantial majority of the Company’s net sales are derived from the fulfillment of customer orders that are received prior to commencing production.

The Company’s backlog at September 30, ~~2022~~2023 increased ~~60.8%~~21.1% to ~~$12.99~~$15.7 billion compared to ~~$8.08~~$13.0 billion at September 30, ~~2021.~~2022. Access ~~Equipment~~ segment backlog increased ~~41.0%~~2.3% to ~~$3.89~~$4.0 billion at September 30, 2023 compared to $3.9 billion at September 30, 2022 ~~compared~~primarily due to ~~$2.76~~higher pricing. Defense segment backlog increased 12.5% to $6.7 billion at September 30, ~~2021 as the re-opening of economies coming out of the pandemic and elevated customer fleet ages drove higher demand. Defense segment backlog increased 78.7%~~2023 compared to ~~$6.00~~$6.0 billion at September 30, 2022 ~~compared to $3.36 billion at September 30, 2021~~ primarily due to a change in mix to a higher percentage of battery electric vehicles on the initial vehicle order from the USPS for the NGDV program. ~~Fire & Emergency~~Vocational segment backlog increased ~~81.4%~~61.1% to ~~$2.53~~$5.0 billion at September 30, ~~2022~~2023 compared to ~~$1.39~~$3.1 billion at September 30, ~~2021~~2022 due to strong demand for fire ~~trucks~~apparatus coming out of the COVID-19 ~~pandemic. Commercial segment~~pandemic, rising prices and the inclusion of AeroTech backlog increased 1.4% to $577.7 million at September 30, 2022 compared to $569.4 million at September 30, 2021 due to improved market demand for refuse collection vehicles as demand rebounded following the re-opening of ~~economies.~~$762.3 million. Global supply chain challenges and the associated delays in production ~~are~~have also ~~leading~~led to higher backlogs in ~~all~~the Access and Vocational segments.

Backlog represents the dollar amount of revenues that the Company anticipates from customer contracts that have been awarded and/or are in progress. Reported backlog includes the original contract amount and any contract modifications that have been agreed upon. Reported backlog excludes purchase options, announced orders for which definitive contracts have not been executed and any potential future contract modifications. Backlog is comprised of fixed and variable priced contracts that may be canceled, modified or otherwise changed in the future. As a result, backlog may not be indicative of future operating results. Backlog information and comparisons thereof as of different dates may not be accurate indicators of future sales or the ratio of the Company’s future sales to the DoD versus its sales to other customers. Approximately ~~83%~~84% of the Company’s September 30, ~~2022~~2023 backlog is not expected to be filled in fiscal ~~2022.~~2023.

The Company is forecasting earnings per share excluding items that affect comparability. When the Company forecasts earnings per share, excluding items, this is considered a non-GAAP financial measure. The Company believes excluding the impact of these items is useful to investors to allow a more accurate comparison of the Company’s operating performance to prior year results. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s results or forecasts prepared in accordance with GAAP. The table below presents a reconciliation of the Company’s presented non-GAAP measure to the most directly comparable GAAP measure:

The Company’s quantitative and qualitative disclosures about market risk for changes in interest rates and commodity risk, which are incorporated by reference to Item 7A of the Company’s Annual Report on Form 10-K for the year ended ~~September 30, 2021,~~December 31, 2022, have not materially changed since that report was filed.

Evaluation of Disclosure Controls and Procedures. In accordance with Rule 13a-15(b) of the Exchange Act, the Company’s management evaluated, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, ~~2022.~~2023. Based upon their evaluation of these disclosure controls and procedures, the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of September 30, ~~2022~~2023 to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. There were no changes in the Company’s internal control over financial reporting that occurred during the three months ended September 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial ~~reporting.~~reporting with the exception of those changes related to the acquisition of AeroTech.

40As part of the Company's ongoing integration of the AeroTech business, the Company is integrating its controls and procedures into AeroTech and augmenting company-wide controls to reflect the risks inherent in an acquisition of this type. As permitted by SEC guidance for newly-acquired businesses, the Company's report on its internal control over financial reporting in the Annual Report on Form 10-K for the year ending December 31, 2023, will include a scope exception that excludes the acquired AeroTech business so that management has sufficient time to evaluate and implement the Company's internal control structure over the operations of the AeroTech business.

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, which may cause actual performance to differ materially from historical or projected future performance. In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Item 1A. of our Annual Report on Form 10-K for the year ended ~~September 30, 2021,~~December 31, 2022, which have not materially changed.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, ~~AND~~ USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

The following table sets forth information with respect to purchases of Common Stock made by the Company or on the Company’s behalf during the three months ended September 30, ~~2022:~~2023:

The Company intends to declare and pay dividends on a regular basis. However, 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 and other factors.

~~Pursuant to authority from~~(c) During the ~~Board of Directors, the officers~~three months ended September 30, 2023, no director or Section 16 officer of the Company ~~established May 3, 2023~~adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as ~~the date~~each term is defined in Item 408(a) of our 2023 annual meeting of shareholders. Due to the change in our fiscal year, that date differs by more than 30 days from the date of the 2022 annual meeting of shareholders. As the Company disclosed in its proxy statement for the 2022 annual meeting, all shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (Rule 14a-8) for presentation at the 2023 annual meeting must be received at our offices by November 18, 2022, to be included in next year’s proxy statement. Shareholders desiring to utilize the proxy access provision of our By-laws for the 2023 annual meeting must give written notice to our Secretary by November 6, 2022.Regulation S-K.

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, thereunto duly authorized.


Wisconsin		39-0520270
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.01 par value	OSK	New York Stock Exchange


			Page
	PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	3

	Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022	3

	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022	4

	Condensed Consolidated Balance Sheets at September 30, ~~2022~~2023 and December 31, ~~2021~~2022	5

	Condensed Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022	6

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, ~~2022~~2023 and ~~2021~~2022	8

	Notes to Condensed Consolidated Financial Statements	9

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2930

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4041

ITEM 4.	CONTROLS AND PROCEDURES	4041


	PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	4142

ITEM 1A.	RISK FACTORS	4142

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES, ~~AND~~ USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES	4142

ITEM 4.	MINE SAFETY DISCLOSURES	4142

ITEM 5.	OTHER INFORMATION	42

ITEM 6.	EXHIBITS	43

SIGNATURES		44


	September 30, 2022			December 31, 2021			September 30, 2023			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	474.8		$	995.7		$	106.1		$	805.9
Receivables, net		1,072.6			973.4			1,550.2			1,162.0
Unbilled receivables, net		530.6			440.8			717.5			586.3
Inventories, net		1,669.7			1,382.7
Inventories								2,020.6			1,865.6
Income taxes receivable		270.1			250.3			15.6			21.6
Other current assets		99.1			71.7			80.7			90.7
Total current assets		4,116.9			4,114.6			4,490.7			4,532.1
Property, plant and equipment, net		700.9			593.2			954.8			826.2
Goodwill		1,026.7			1,049.0			1,505.8			1,042.0
Purchased intangible assets, net		465.2			464.0			762.4			457.0
Deferred income taxes		99.7			111.5			195.1			134.8
Deferred contract costs								623.1			415.8
Other long-term assets		555.0			389.5			323.2			321.1
Total assets	$	6,964.4		$	6,721.8		$	8,855.1		$	7,729.0

Liabilities and Shareholders’ Equity
Current liabilities:
Revolving credit facilities	$	9.4		$	—		$	505.0		$	9.7
Accounts payable		1,020.2			747.4			1,092.2			1,129.0
Customer advances		698.9			690.9			664.0			696.7
Payroll-related obligations		132.0			118.4			214.2			119.5
Income taxes payable		52.4			222.1			178.3			100.3
Other current liabilities		360.0			364.2			436.5			373.4
Total current liabilities		2,272.9			2,143.0			3,090.2			2,428.6
Long-term debt, less current maturities		594.8			819.0			597.5			595.0
Long-term customer advances		716.3			207.0			1,088.7			1,020.5
Deferred income taxes								27.6			—
Other long-term liabilities		489.1			476.4			507.8			499.2
Commitments and contingencies
Shareholders’ equity:
Preferred Stock ($0.01 par value; 2,000,000 shares authorized; none issued and outstanding)		—			—			—			—
Common Stock ($0.01 par value; 300,000,000 shares authorized; 75,101,465 shares issued)		0.7			0.7			0.7			0.7
Additional paid-in capital		810.7			792.4			826.9			806.0
Retained earnings		3,121.5			3,110.6			3,681.9			3,315.0
Accumulated other comprehensive loss		(193.0	)		(128.6	)		(109.9	)		(92.3	)
Common Stock in treasury, at cost (9,722,127 and 8,289,347 shares, respectively)		(848.6	)		(698.7	)
Common Stock in treasury, at cost (9,719,772 and 9,629,317 shares, respectively)								(856.3	)		(843.7	)
Total shareholders’ equity		2,891.3			3,076.4			3,543.3			3,185.7
Total liabilities and shareholders’ equity	$	6,964.4		$	6,721.8		$	8,855.1		$	7,729.0


	Nine Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2023			2022
Operating activities:
Net income	$	84.1		$	403.2		$	447.2		$	98.8
Depreciation and amortization		80.2			77.4			104.6			80.2
Stock-based incentive compensation		22.3			20.6			25.7			22.3
(Gain) loss on sale of businesses, net								5.3			—
Deferred income taxes		19.9			88.4			(61.5	)		24.5
Gain on sale of assets		(1.9	)		(6.3	)
Unrealized loss on investments		12.7			—
(Gain) loss on sale of assets								0.5			(1.9	)
Unrealized (gain) loss on investments								(1.4	)		12.7
Foreign currency transaction (gains) losses		8.2			(3.6	)		(4.6	)		8.2
Intangible asset impairment charge		2.1			—			—			2.1
Other non-cash adjustments		3.0			0.4			9.5			3.0
Changes in operating assets and liabilities		(92.3	)		273.4			(405.3	)		(111.6	)
Net cash provided by operating activities		138.3			853.5			120.0			138.3

Investing activities:
Additions to property, plant and equipment		(160.3	)		(82.8	)		(228.0	)		(160.3	)
Additions to equipment held for rental		(5.5	)		(8.5	)
Acquisition of business, net of cash acquired		(19.5	)		(110.6	)
Proceeds from sale of equipment held for rental		6.6			13.6
Acquisition of equity securities		(15.0	)		(40.6	)
Acquisition of businesses, net of cash acquired								(995.8	)		(19.5	)
Proceeds from sale of businesses, net of cash sold								32.6			—
Other investing activities		2.8			6.6			0.1			(11.1	)
Net cash used in investing activities		(190.9	)		(222.3	)		(1,191.1	)		(190.9	)

Financing activities:
Proceeds from debt (original maturities greater than three months)		10.4			—
Repayments of debt (original maturities greater than three months)		(225.0	)		—
Proceeds from revolving credit facilities								1,008.5			10.4
Repayments of revolving credit facilities								(513.2	)		—
Repayments of debt								(15.5	)		(225.0	)
Repurchases of Common Stock		(155.0	)		(107.8	)		(22.6	)		(155.0	)
Dividends paid		(73.1	)		(67.9	)		(80.3	)		(73.1	)
Proceeds from exercise of stock options		2.8			38.2
Acquisition of Common Stock for taxes on stock-based compensation		(1.7	)		(6.3	)
Other financing activities		(10.2	)		(4.3	)		(5.6	)		(9.1	)
Net cash used in financing activities		(451.8	)		(148.1	)
Net cash provided by (used in) financing activities								371.3			(451.8	)
Effect of exchange rate changes on cash and cash equivalents		(16.5	)		(5.9	)		—			(16.5	)
Increase (decrease) in cash and cash equivalents		(520.9	)		477.2
Decrease in cash and cash equivalents								(699.8	)		(520.9	)
Cash and cash equivalents at beginning of period		995.7			898.6			805.9			995.7
Cash and cash equivalents at end of period	$	474.8		$	1,375.8		$	106.1		$	474.8

Supplemental disclosures:
Cash paid for interest	$	35.2		$	34.6		$	36.7		$	35.2
Cash paid for income taxes		207.5			125.4			125.4			207.5
Cash received from income tax refunds		1.3			—			2.8			1.3
Cash paid for operating lease liabilities		37.1			38.0			40.7			37.1
Operating right-of-use assets obtained		6.0			86.4			24.7			6.0
Noncash additions to property, plant and equipment								25.4			26.6


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


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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


	Three Months Ended September 30, 2022
	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total
Balance at June 30, 2022	$	0.7	$	802.5		$	3,086.4		$	(163.0	)	$	(849.6	)	$	2,877.0
Net income		—		—			59.3			—			—			59.3
Employee pension and postretirement benefits, net of tax of $0.1		—		—			—			0.4			—			0.4
Currency translation adjustments		—		—			—			(36.2	)		—			(36.2	)
Gain on derivative instruments, net of tax		—		—			—			5.8			—			5.8
Cash dividends ($0.37 per share)		—		—			(24.2	)		—			—			(24.2	)
Exercise of stock options		—		(0.1	)		—			—			0.6			0.5
Stock-based compensation expense		—		8.8			—			—			—			8.8
Other		—		(0.5	)		—			—			0.4			(0.1	)
Balance at September 30, 2022	$	0.7	$	810.7		$	3,121.5		$	(193.0	)	$	(848.6	)	$	2,891.3


Assets Acquired:
Cash and cash equivalents	$	9.3

Accounts receivable		79.1
Unbilled receivables		57.8
Inventory		150.1
Other current assets		4.4
Property, plant and equipment		30.6
Goodwill		363.4
Purchased intangible assets		241.4
Other long-term assets		10.5
Total assets, excluding cash and cash equivalents	$	937.3

Liabilities Assumed:
Accounts payable	$	66.2
Customer advances		24.8
Payroll-related obligations		13.5
Other current liabilities		22.6
Deferred income taxes		2.6
Long-term liabilities		4.3
Total liabilities	$	134.0
Net assets acquired	$	803.3


Assets Acquired:
Current assets, excluding cash of $1.7	$	7.5
Cash and cash equivalents			$	13.7

Current assets, excluding cash and cash equivalents				54.7
Property, plant and equipment		1.6		15.5
Goodwill		7.4		106.4
Purchased intangible assets		7.2		84.7
Total assets		23.7
Other long-term assets				4.8
Total assets, excluding cash and cash equivalents				266.1

Liabilities Assumed:
Current liabilities		2.0		48.3
Deferred income taxes				25.8
Long-term liabilities		2.0		5.2
Total liabilities		4.0		79.3

Net assets acquired	$	19.7	$	186.8


	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
September 30, 2022
September 30, 2023
Assets:
SERP plan assets (a)	$	13.3	$	—	$	—	$	13.3	$	13.2	$	—	$	—	$	13.2
Investment in equity securities (b)		4.5		—		—		4.5		4.7		—		—		4.7
Foreign currency exchange derivatives (c)		—		19.6		—		19.6		—		2.6		—		2.6
Liabilities:
Foreign currency exchange derivatives (c)	$	—	$	1.7	$	—	$	1.7	$	—	$	1.9	$	—	$	1.9


	September 30, 2022		December 31, 2021
Identifiable assets:
Access Equipment:
U.S.	$	2,474.6	$	2,311.8
Europe, Africa and Middle East		398.5		460.3
Rest of the World		352.5		383.0
Total Access Equipment		3,225.6		3,155.1
Defense:
U.S.		1,666.0		1,225.0
Rest of the World		6.3		7.2
Total Defense		1,672.3		1,232.2
Fire & Emergency:
U.S.		555.3		511.2
Rest of the World		24.4		—
Total Fire & Emergency		579.7		511.2
Commercial:
U.S.		400.6		379.6
Rest of the World		40.3		45.1
Total Commercial		440.9		424.7
Corporate - U.S. (a)		1,045.9		1,398.6
Consolidated	$	6,964.4	$	6,721.8


	Three Months Ended September 30,												Nine Months Ended September 30,												Third Quarter Fiscal												First Nine Months Fiscal
	2022			2021			Change			% Change			2022			2021			Change			% Change			2023			2022			Change			% Change			2023			2022			Change			% Change
Net sales	$	2,066.7		$	2,063.0		$	3.7			0.2	%	$	6,078.4		$	6,160.8		$	(82.4	)		-1.3	%	$	2,509.9		$	2,066.7		$	443.2			21.4	%	$	7,191.1		$	6,078.4		$	1,112.7			18.3	%
Cost of sales		1,788.0			1,784.5			3.5			0.2	%		5,358.3			5,182.6			175.7			3.4	%		2,041.8			1,778.1			263.7			14.8	%		5,964.7			5,339.0			625.7			11.7	%
Gross income		278.7			278.5			0.2			0.1	%		720.1			978.2			(258.1	)		-26.4	%		468.1			288.6			179.5			62.2	%		1,226.4			739.4			487.0			65.9	%
% of sales		13.5	%		13.5	%	0 bps							11.8	%		15.9	%		-400 bps						18.7	%		14.0	%		470 bps						17.1	%		12.2	%		490 bps
SG&A expenses		166.3			171.5			(5.2	)		-3.0	%		503.4			521.1			(17.7	)		-3.4	%		201.6			166.3			35.3			21.2	%		586.1			503.4			82.7			16.4	%
Amortization		3.0			2.8			0.2			7.1	%		8.6			8.3			0.3			3.6	%		10.0			3.0			7.0			233.3	%		18.1			8.6			9.5			110.5	%
Impairment charge		2.1			—			2.1		-				2.1			—			2.1		-				—			2.1			(2.1	)		-100.0	%		—			2.1			(2.1	)		-100.0	%
Operating income		107.3			104.2			3.1			3.0	%		206.0			448.8			(242.8	)		-54.1	%		256.5			117.2			139.3			118.9	%		622.2			225.3			396.9			176.2	%
% of sales		5.2	%		5.1	%								3.4	%		7.3	%								10.2	%		5.7	%								8.7	%		3.7	%


Rating Agency		Rating
Fitch Ratings		BBB
Moody’s Investor Services, Inc.		Baa3
Standards & Poor’s		BBB


	Fiscal 2023 Expectations
Earnings per share-diluted (GAAP)	$	8.75
Amortization of purchased intangibles		0.46
Acquisition costs		0.19
(Gain)/loss on sale of businesses, net		0.08
Amortization of inventory step-up		0.09
Restructuring costs		0.07
Pension advisor settlement		(0.07	)
Income tax effects of adjustments		(0.19	)
Loss on sale of equity method investment		0.12
Adjusted earnings per share-diluted (non-GAAP)	$	9.50


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (1)
July 1 - July 31		—	$	—		—		~~11,550,677~~	11,284,822
August 1 - August 31		—	$	—		—		~~11,550,677~~	11,284,822
September 1 - September 30		—	$	—		—		~~11,550,677~~	11,284,822
Total		—				—		~~11,550,677~~	11,284,822


Exhibit No.	Description
31.1	Certification by the President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated October ~~27, 2022.~~26, 2023.

31.2	Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated October ~~27, 2022.~~26, 2023.

32.1	Written Statement of the President and Chief Executive Officer, pursuant to 18 U.S.C. §1350, dated October ~~27, 2022.~~26, 2023.

32.2	Written Statement of the Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. §1350, dated October ~~27, 2022.~~26, 2023.

101.INS	The instance document does not appear in the interactive data file because its XBRL (Extensible Business Reporting Language) tags are embedded within the Inline XBRL document.

101.SCH	Inline XBRL Taxonomy Extension Schema Document.

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).


		OSHKOSH CORPORATION


October ~~27, 2022~~26, 2023	By	/s/ John C. Pfeifer
		John C. Pfeifer, President and Chief Executive Officer (Principal Executive Officer)


October ~~27, 2022~~26, 2023	By	/s/ Michael E. Pack
		Michael E. Pack, Executive Vice President and Chief Financial Officer (Principal Financial Officer)


October ~~27, 2022~~26, 2023	By	/s/ James C. Freeders
		James C. Freeders, Senior Vice President Finance and Controller (Principal Accounting Officer)