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 ~~January~~April 20, ~~2021, 68,384,387~~2022, 65,794,923 shares of the registrant’s Common Stock were outstanding.

	Three Months Ended December 31,						Three Months Ended March 31,
	2020			2019			2022			2021
Net sales	$	1,576.5		$	1,695.1		$	1,945.7		$	1,889.0
Cost of sales		1,333.9			1,405.6			1,744.4			1,573.9
Gross income		242.6			289.5			201.3			315.1

Operating expenses:
Selling, general and administrative		145.4			173.4			169.2			172.0
Amortization of purchased intangibles		1.3			7.0			2.8			2.3
Total operating expenses		146.7			180.4			172.0			174.3
Operating income		95.9			109.1			29.3			140.8

Other income (expense):
Interest expense		(12.0	)		(13.1	)		(12.6	)		(11.8	)
Interest income		0.6			1.3			1.0			0.6
Miscellaneous, net		(1.5	)		(0.4	)		1.1			3.1
Income before income taxes and losses of unconsolidated affiliates		83.0			96.9
Income before income taxes and earnings (losses) of unconsolidated affiliates								18.8			132.7
Provision for income taxes		13.2			20.7			20.2			33.2
Income before losses of unconsolidated affiliates		69.8			76.2
Equity in losses of unconsolidated affiliates		(0.3	)		(0.5	)
Net income	$	69.5		$	75.7
Income (loss) before earnings (losses) of unconsolidated affiliates								(1.4	)		99.5
Equity in earnings (losses) of unconsolidated affiliates								(0.7	)		0.1
Net income (loss)							$	(2.1	)	$	99.6

Earnings per share:
Earnings (loss) per share:
Basic	$	1.02		$	1.11		$	(0.03	)	$	1.45
Diluted		1.01			1.10			(0.03	)		1.44

Cash dividends declared per share on Common Stock	$	0.33		$	0.30		$	0.37		$	0.33

	Three Months Ended December 31,						Three Months Ended March 31,
	2020			2019			2022			2021
Net income	$	69.5		$	75.7
Net income (loss)							$	(2.1	)	$	99.6
Other comprehensive income (loss), net of tax:
Employee pension and postretirement benefits		1.2			0.7			0.4			1.2
Currency translation adjustments		31.8			19.5			(6.5	)		(20.0	)
Change in fair value of derivative instruments		(0.1	)		(0.5	)		0.8			0.4
Total other comprehensive income (loss), net of tax		32.9			19.7			(5.3	)		(18.4	)
Comprehensive income	$	102.4		$	95.4
Comprehensive income (loss)							$	(7.4	)	$	81.2

	December 31, 2020			September 30, 2020			March 31, 2022			December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	898.6		$	582.9		$	944.5		$	995.7
Receivables, net		699.2			857.6			987.4			973.4
Unbilled receivables, net		531.4			483.6			514.3			440.8
Inventories, net		1,502.8			1,505.4			1,527.9			1,382.7
Income taxes receivable								255.2			250.3
Other current assets		117.4			106.3			64.5			71.7
Total current assets		3,749.4			3,535.8			4,293.8			4,114.6
Property, plant and equipment, net		555.2			565.9			603.7			593.2
Goodwill		1,018.7			1,009.5			1,044.9			1,049.0
Purchased intangible assets, net		417.2			418.2			464.9			464.0
Deferred income taxes								130.9			111.5
Other long-term assets		275.9			286.5			436.3			389.5
Total assets	$	6,016.4		$	5,815.9		$	6,974.5		$	6,721.8

Liabilities and Shareholders’ Equity
Current liabilities:
Revolving credit facilities and current maturities of long-term debt	$	—		$	5.2
Revolving credit facilities							$	—		$	—
Accounts payable		532.2			577.8			982.3			747.4
Customer advances		684.6			491.4			755.6			690.9
Payroll-related obligations		134.4			150.8			138.5			118.4
Income taxes payable		37.6			14.7			221.1			222.1
Other current liabilities		322.7			345.2			348.8			364.2
Total current liabilities		1,711.5			1,585.1			2,446.3			2,143.0
Long-term debt, less current maturities		818.1			817.9			594.4			819.0
Long-term customer advances								455.2			207.0
Other long-term liabilities		554.2			562.2			510.6			476.4
Commitments and contingencies
Shareholders’ equity:
Preferred Stock ($0.01 par value; 2,000,000 shares authorized; NaN issued and outstanding)		—			—
Preferred Stock ($0.01 par value; 2,000,000 shares authorized; 0ne 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		791.4			800.9			798.2			792.4
Retained earnings		2,793.5			2,747.7			3,084.0			3,110.6
Accumulated other comprehensive loss		(165.5	)		(198.4	)		(133.9	)		(128.6	)
Common Stock in treasury, at cost (6,756,616 and 6,950,298 shares, respectively)		(487.5	)		(500.2	)
Common Stock in treasury, at cost (9,001,160 and 8,289,347 shares, respectively)								(781.0	)		(698.7	)
Total shareholders’ equity		2,932.6			2,850.7			2,968.0			3,076.4
Total liabilities and shareholders’ equity	$	6,016.4		$	5,815.9		$	6,974.5		$	6,721.8

	Three Months Ended December 31, 2020																	Three Months Ended March 31, 2022
	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total			Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total
Balance at September 30, 2020	$	0.7	$	800.9		$	2,747.7		$	(198.4	)	$	(500.2	)	$	2,850.7
Net income		—		—			69.5			—			—			69.5
Employee pension and postretirement benefits, net of tax of $0.3		—		—			—			1.2			—			1.2
Balance at December 31, 2021																		$	0.7	$	792.4		$	3,110.6		$	(128.6	)	$	(698.7	)	$	3,076.4
Net loss																			—		—			(2.1	)		—			—			(2.1	)
Employee pension and postretirement benefits, net of tax of $0.1																			—		—			—			0.4			—			0.4
Currency translation adjustments		—		—			—			31.8			—			31.8			—		—			—			(6.5	)		—			(6.5	)
Cash dividends ($0.33 per share)		—		—			(22.5	)		—			—			(22.5	)
Cash dividends ($0.37 per share)																			—		—			(24.5	)		—			—			(24.5	)
Repurchases of Common Stock																			—		—			—			—			(85.0	)		(85.0	)
Exercise of stock options		—		(0.9	)		—			—			5.5			4.6			—		(0.2	)		—			—			2.1			1.9
Stock-based compensation expense		—		6.6			—			—			—			6.6			—		6.8			—			—			—			6.8
Payment of stock-based restricted and performance shares		—		(15.2	)		—			—			15.2			—			—		(0.5	)		—			—			0.5			—
Shares tendered for taxes on stock-based compensation		—		—			—			—			(8.0	)		(8.0	)		—		—			—			—			(0.4	)		(0.4	)
Other		—		—			(1.2	)		(0.1	)		—			(1.3	)		—		(0.3	)		—			0.8			0.5			1.0
Balance at December 31, 2020	$	0.7	$	791.4		$	2,793.5		$	(165.5	)	$	(487.5	)	$	2,932.6
Balance at March 31, 2022																		$	0.7	$	798.2		$	3,084.0		$	(133.9	)	$	(781.0	)	$	2,968.0

	Three Months Ended December 31, 2019																	Three Months Ended March 31, 2021
	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total			Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total
Balance at September 30, 2019	$	0.7	$	808.5		$	2,505.0		$	(201.6	)	$	(512.8	)	$	2,599.8
Balance at December 31, 2020																		$	0.7	$	791.4		$	2,793.5		$	(165.5	)	$	(487.5	)	$	2,932.6
Net income		—		—			75.7			—			—			75.7			—		—			99.6			—			—			99.6
Employee pension and postretirement benefits, net of tax of $0.2		—		—			—			0.7			—			0.7			—		—			—			1.2			—			1.2
Currency translation adjustments		—		—			—			19.5			—			19.5			—		—			—			(20.0	)		—			(20.0	)
Cash dividends ($0.30 per share)		—		—			(20.4	)		—			—			(20.4	)
Repurchases of Common Stock		—		—			—			—			(9.4	)		(9.4	)
Cash dividends ($0.33 per share)																			—		—			(22.7	)		—			—			(22.7	)
Exercise of stock options		—		(5.9	)		—			—			20.7			14.8			—		(0.6	)		—			—			18.8			18.2
Stock-based compensation expense		—		9.4			—			—			—			9.4			—		8.3			—			—			—			8.3
Payment of stock-based restricted and performance shares		—		(17.9	)		—			—			17.9			—			—		(0.8	)		—			—			0.8			—
Shares tendered for taxes on stock-based compensation		—		—			—			—			(8.5	)		(8.5	)
Other		—		—			—			(0.5	)		—			(0.5	)		—		—			0.6			0.4			—			1.0
Balance at December 31, 2019	$	0.7	$	794.1		$	2,560.3		$	(181.9	)	$	(492.1	)	$	2,681.1
Balance at March 31, 2021																		$	0.7	$	798.3		$	2,871.0		$	(183.9	)	$	(467.9	)	$	3,018.2

	Three Months Ended December 31,						Three Months Ended March 31,
	2020			2019			2022			2021
Operating activities:
Net income	$	69.5		$	75.7
Net income (loss)							$	(2.1	)	$	99.6
Depreciation and amortization		26.6			28.0			26.4			21.7
Stock-based compensation expense		6.6			9.4			6.8			8.3
Deferred income taxes		0.2			0.8			1.0			3.8
(Gain) loss on sale of assets		2.7			(8.6	)
Foreign currency transaction (gains) losses		0.5			(1.3	)
Gain on sale of assets								(1.0	)		(2.1	)
Foreign currency transaction gains								(1.5	)		(1.2	)
Other non-cash adjustments		2.6			0.4			(0.6	)		(0.2	)
Changes in operating assets and liabilities		259.4			(254.3	)		299.9			196.9
Net cash provided (used) by operating activities		368.1			(149.9	)
Net cash provided by operating activities								328.9			326.8

Investing activities:
Additions to property, plant and equipment		(21.6	)		(33.7	)		(26.1	)		(16.7	)
Additions to equipment held for rental		(1.9	)		(7.5	)		(1.9	)		(2.2	)
Acquisition of business, net of cash acquired								—			(112.1	)
Proceeds from sale of equipment held for rental		2.7			29.0			3.2			5.1
Other investing activities		(2.5	)		(1.0	)		(15.3	)		3.6
Net cash used by investing activities		(23.3	)		(13.2	)		(40.1	)		(122.3	)

Financing activities:
Repayments of debt (original maturities greater than three months)		(5.2	)		—			(225.0	)		—
Debt issuance costs								(2.5	)		—
Repurchases of Common Stock		(8.0	)		(17.9	)		(85.4	)		—
Dividends paid		(22.5	)		(20.4	)		(24.5	)		(22.7	)
Proceeds from exercise of stock options		4.6			14.8			1.9			18.2
Other financing activities		(1.2	)		(0.3	)		(2.4	)		(1.2	)
Net cash used by financing activities		(32.3	)		(23.8	)		(337.9	)		(5.7	)
Effect of exchange rate changes on cash		3.2			2.5			(2.1	)		(4.2	)
Increase (decrease) in cash and cash equivalents		315.7			(184.4	)		(51.2	)		194.6
Cash and cash equivalents at beginning of period		582.9			448.4			995.7			898.6
Cash and cash equivalents at end of period	$	898.6		$	264.0		$	944.5		$	1,093.2

Supplemental disclosures:
Cash paid for interest	$	10.6		$	14.6		$	10.1		$	11.6
Cash paid for income taxes		1.9			58.0			5.3			83.9
Proceeds from income tax refunds								0.3			—
Cash paid for operating lease liabilities		13.4			13.8			11.5			13.8
Operating right-of-use assets obtained		6.1			5.9			2.8			7.9

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).

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (which include normal recurring adjustments, unless otherwise noted) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. These Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of Oshkosh Corporation for the year ended September 30, ~~2020. The interim results~~2021. Results for the three months ended March 31, 2022 are not necessarily indicative of results for any other interim period or for fiscal 2022. Certain reclassifications have been made to the ~~full year. “Oshkosh” refers~~prior period financial statements to ~~Oshkosh Corporation not including its subsidiaries~~conform to the presentation as of and ~~“the Company” refers to Oshkosh Corporation and its subsidiaries.~~

~~The Company sold its interest in Concrete Equipment Company, Inc. and its wholly-owned subsidiary (CON-E-CO) to Astec, Inc. in July 2020. CON-E-CO had sales of $10.3 million~~ for the three months ended ~~December~~March 31, 2019. On October 1, 2020, the Company transferred operational responsibility of the airport snow removal vehicle business from the Fire & Emergency segment to the Defense segment. As a result, the results of the airport snow removal vehicle business have been included within the Defense segment for financial reporting purposes. Historical information has been reclassified to include the airport snow removal vehicle business in the Defense segment for all periods presented.2022.

~~In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments~~. The standard requires a change in the measurement approach for credit losses on financial assets measured on an amortized cost basis from an incurred loss method to an expected loss method, thereby eliminating the requirement that a credit loss be considered probable to impact the valuation of a financial asset measured on an amortized cost basis. The standard requires the measurement of expected credit losses to be based on relevant information about past events, including historical experience, current conditions, and a reasonable and supportable forecast that affects the collectability of the related financial asset. The Company adopted ASU 2016-13 on October 1, 2020 following the modified retrospective method of transition. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements.

~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment~~. The standard simplifies the measurement of goodwill impairment by eliminating the requirement that an entity compute the implied fair value of goodwill based on the fair values of its assets and liabilities to measure impairment. Instead, goodwill impairment will be measured as the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The standard also clarifies the treatment of the income tax effect of tax deductible goodwill when measuring goodwill impairment loss. The Company adopted ASU 2017-04 on October 1, 2020. The adoption of ASU 2017-04 did not have an impact on the Company’s consolidated financial statements.

~~In August 2018, the FASB issued ASU 2018-15,~~ ~~Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~. The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted ASU 2018-15 on October 1, 2020 on a prospective basis. The adoption of ASU 2018-15 did not have a material impact on the Company’s consolidated financial statements.

~~In December 2019, the FASB issued ASU 2019-12,~~ ~~Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes~~. The standard simplifies the accounting for income taxes by removing certain exceptions to the general principles in Accounting Standards Codification (ASC) 740 such as recognizing deferred taxes for equity investments, the incremental approach to performing intraperiod tax allocation and calculating income taxes in interim periods. The standard also simplifies accounting for income taxes under U.S. GAAP by clarifying and amending existing guidance, including the recognition of deferred taxes for goodwill, the allocation of taxes to members of a consolidated group and requiring that an entity reflect the effect of enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The Company will be required to adopt ASU 2019-12 as of October 1, 2021. The Company does not expect the adoption of ASU 2019-12 will have a material impact on the Company’s consolidated financial statements.

The Defense segment ~~recognizes~~utilizes the cost-to-cost method of percentage-of-completion to recognize revenue on its performance obligations that are satisfied over time ~~by measuring progress using the cost-to-cost method of percentage-of-completion~~ because it best depicts the transfer of control to the customer. Under the cost-to-cost method of percentage-of-completion, the Defense segment 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. ~~Cumulative estimate-at-completion~~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 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 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 adjustments ~~resulted in changes within~~impacted the ~~Defense segment~~Company’s results as follows (in millions, except for per share amounts):

	Three Months Ended December 31,				Three Months Ended March 31,
	2020		2019		2022			2021
Net sales	$	16.1	$	7.6	$	(7.9	)	$	(3.1	)
Operating income		14.8		3.8		(10.6	)		(3.6	)
Net income		11.3		3.0		(8.1	)		(2.8	)
Diluted earnings per share		0.16		0.04	$	(0.12	)	$	(0.04	)

~~The table below presents consolidated~~Consolidated net sales disaggregated by segment and timing of revenue recognition are as follows (in millions):

	Three Months Ended December 31, 2019													Three Months Ended March 31, 2022
	Access Equipment		Defense ^(a)		Fire & Emergency ^(a)		Commercial		Corporate and Intersegment Eliminations ^(a)			Total		Access Equipment		Defense		Fire & Emergency		Commercial		Corporate and Intersegment Eliminations			Total
Point in time	$	695.3	$	3.9	$	250.5	$	119.4	$	(4.9	)	$	1,064.2	$	869.9	$	2.1	$	282.6	$	154.3	$	(2.3	)	$	1,306.6
Over time		22.6		496.5		6.4		104.8		0.6			630.9		13.2		533.5		5.3		87.1		—			639.1
	$	717.9	$	500.4	$	256.9	$	224.2	$	(4.3	)	$	1,695.1	$	883.1	$	535.6	$	287.9	$	241.4	$	(2.3	)	$	1,945.7

See Note 2118 of the Notes to Condensed Consolidated Financial Statements for further disaggregated sales information.

The Company is generally entitled to bill its customers upon satisfaction of its performance obligations, ~~with the exception of~~except for its long-term contracts in the Defense segment which typically allow for billing upon acceptance of the finished ~~good,~~goods, payments received from customers ~~primarily within the Fire & Emergency segment~~in advance of performance and extended warranties that are ~~usually~~ 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 7 of the Notes to Condensed Consolidated Financial Statements for additional information on the Company’s receivables balances.

With the exception of the Fire & Emergency segment, the Company’s contracts typically do not contain a significant financing component. In the Fire & Emergency segment, customers earn interest on customer advances at a rate determined in a separate financing transaction between the Fire & Emergency segment and the customer at contract inception. Interest ~~due on customer advances~~charges of ~~$3.9~~$5.0 million and ~~$3.2~~$4.5 million ~~was~~were recorded in “Interest expense” in the Condensed Consolidated Statements of Income for the three months ended ~~December~~March 31, ~~2020~~2022 and ~~December 31, 2019, respectively.~~2021, respectively, for amounts attributable to customer advances.

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 ~~revenue is recognized.~~the Company transfers control of the promised goods and services. Contract liabilities consisted of the following (in millions).
:

	December 31,		September 30,		March 31,		December 31,
	2020		2020		2022		2021
Customer advances	$	684.6	$	491.4	$	755.6	$	690.9
Other current liabilities		55.1		59.5		74.8		81.9
Long-term customer advances						455.2		207.0
Other long-term liabilities		57.9		53.7		58.6		54.9
Total contract liabilities	$	797.6	$	604.6	$	1,344.2	$	1,034.7

In instances where the Company recognizes revenue prior to having an unconditional right to payment, the Company records a contract ~~asset within “Unbilled receivables, net” in the Condensed Consolidated Balance Sheet.~~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~~0t record any impairment losses on contract assets during the three months ended ~~December~~March 31, ~~2020~~2022 or ~~2019.~~2021.

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 disclosed above.~~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 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):

	Three Months Ended December 31,						Three Months Ended March 31,
	2020			2019			2022			2021
Balance at beginning of period	$	64.4		$	68.2		$	66.9		$	63.0
Deferred revenue for new service warranties		5.0			5.9			7.2			6.5
Amortization of deferred revenue		(6.8	)		(7.2	)		(4.8	)		(6.4	)
Foreign currency translation		0.4			0.3			(0.2	)		(0.2	)
Balance at end of period	$	63.0		$	67.2		$	69.1		$	62.9

Classification of service-type warranties in the Condensed Consolidated Balance Sheets consisted of the following (in millions):

As of ~~December~~March 31, ~~2020,~~2022, the Company had unsatisfied performance obligations for contracts with an original duration greater than one year totaling ~~$4.62~~$9.15 billion, of which ~~$2.46~~$3.08 billion is expected to be satisfied and revenue recognized in the remaining nine months of fiscal ~~2021, $1.84~~2022, $2.36 billion is expected to be ~~satisfied and revenue~~ recognized in fiscal ~~2022~~2023 and ~~$317.3 million~~$3.70 billion is expected to be satisfied and revenue recognized beyond fiscal ~~2022. The Company has elected the practical expedient to not disclose unsatisfied performance obligations with an original contract duration of one year or less.~~2023.

In February 2017, the Company’s shareholders approved the 2017 Incentive Stock and Awards Plan (the “2017 Stock Plan”). The 2017 Stock Plan replaced the 2009 Incentive Stock and Awards Plan (as amended, the “2009 Stock Plan”). While no new awards will be granted under the 2009 Stock Plan, awards previously made under that plan that were outstanding as of the approval date of the 2017 Stock Plan will remain outstanding and continue to be governed by the provisions of that plan. At ~~December~~March 31, ~~2020,~~2022, the Company had reserved ~~4,948,264~~3,607,006 shares of Common Stock available for issuance to provide for the exercise of outstanding stock options and the issuance of Common Stock under incentive compensation awards, including awards issued prior to the effective date of the 2017 Stock Plan.

The Company recognizes stock-based compensation expense over the requisite service period for vesting of an award, or to an employee’s eligible retirement date, if earlier and applicable. Total stock-based compensation expense, including cash-based liability awards, for the three months ended ~~December~~March 31, ~~2020~~2022 was ~~$7.4~~$6.5 million ($~~6.4~~5.5 million net of tax). Total stock-based compensation expense, including cash-based liability awards, for the three months ended ~~December~~March 31, ~~2019~~2021 was ~~$10.7~~$9.9 million ($~~8.9~~8.3 million net of tax).

	Three Months Ended December 31,						Three Months Ended March 31,
	2020			2019			2022			2021
Components of net periodic benefit cost
Service cost	$	2.9		$	2.5		$	2.6		$	2.9
Interest cost		4.1			4.3			4.3			4.1
Expected return on plan assets		(4.9	)		(5.1	)		(5.2	)		(5.0	)
Amortization of prior service cost		0.6			0.4
Amortization of net actuarial loss		1.2			0.8
Amortization of prior service cost (benefit)								0.5			0.5
Amortization of net actuarial loss (gain)								0.2			1.2
Expenses paid		0.7			1.0			0.8			0.8
Net periodic benefit cost	$	4.6		$	3.9		$	3.2		$	4.5

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

	Three Months Ended December 31,						Three Months Ended March 31,
	2020			2019			2022			2021
Components of net periodic benefit cost
Service cost	$	0.6		$	0.9		$	0.6		$	0.5
Interest cost		0.3			0.4			0.3			0.3
Amortization of prior service benefit		(0.4	)		(0.2	)
Amortization of prior service cost (benefit)								(0.3	)		(0.3	)
Amortization of net actuarial loss (gain)		0.1			(0.1	)		0.1			—
Net periodic benefit cost	$	0.6		$	1.0		$	0.7		$	0.5

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 recorded income tax expense of ~~$13.2 million for the three months ended December 31, 2020, or 15.9% of pre-tax income, compared to $20.7~~$20.2 million, or ~~21.4%~~107.4% of pre-tax income, for the three months ended ~~December~~March 31, ~~2019.~~2022, compared to $33.2 million, or 25.0% of pre-tax income, for the three months ended March 31, 2021. Results for the three months ended ~~December~~March 31, ~~2020~~2022 were ~~favorably~~unfavorably impacted by ~~$6.7~~$15.4 million of net discrete ~~tax benefits,~~charges, including ~~$4.2~~a charge of $18.1 million ~~of uncertain tax benefit reserve releases and $2.1 million of interest income,~~ related to ~~amended returns that were approved~~taxes on income generated in prior periods as the Company revised its interpretation of certain foreign anti-hybrid tax legislation based upon recent comments from the corresponding taxing authorities and a benefit of $3.8 million for the release of a foreign tax credit valuation allowance in response to the issuance by the ~~Joint Committee on Taxation.~~U.S. Treasury Department of final foreign tax credit regulations. Results for the three months ended ~~December~~March 31, ~~2019~~2021 were ~~favorably~~unfavorably impacted by ~~$1.1~~$1.4 million of net discrete ~~tax benefits,~~charges, including a ~~$1.5~~$0.8 million ~~benefit~~charge related to ~~employee stock-based compensation payments.~~state audit settlements.

The Company’s liability for gross unrecognized tax benefits, excluding related interest and penalties, was ~~$66.4~~$82.2 million and ~~$79.8~~$41.5 million as of March 31, 2022 and December 31, ~~2020~~2021, respectively. Included in the Company’s March 31, 2022 liability for gross unrecognized tax benefits is an $18.7 million reserve related to certain foreign anti-hybrid legislation and ~~September 30, 2020, respectively.~~a $22.3 million U.S. federal reserve for a temporary deferred position. As of ~~December~~March 31, ~~2020,~~2022, net unrecognized tax benefits, excluding interest and penalties, of ~~$17.4~~$43.2 million would affect the Company’s net income if recognized.

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 the three months ended ~~December~~March 31, ~~2020~~2022 and ~~2019,~~2021, the Company recognized expense of ~~$0.5~~$0.6 million and ~~$0.1~~$0.5 million, respectively, related to interest and penalties. At ~~December~~March 31, ~~2020,~~2022, the Company had accruals for the payment of interest and penalties of ~~$6.2~~$4.0 million. During the next twelve months, it is reasonably possible that federal, state and foreign tax audit resolutions could reduce net unrecognized tax benefits by approximately ~~$4.1~~$2.3 million because the Company’s tax positions are sustained on audit, the Company agrees to their disallowance or the statutes of limitations close.

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

	Three Months Ended December 31,				Three Months Ended March 31,
	2020		2019		2022		2021
Basic weighted-average common shares outstanding		68,240,322		68,098,220		66,394,041		68,513,419
Dilutive stock options and other equity-based compensation awards		568,241		843,307		—		775,202
Diluted weighted-average common shares outstanding		68,808,563		68,941,527		66,394,041		69,288,621

~~Options~~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:

	December 31, 2020			September 30, 2020			March 31, 2022			December 31, 2021
Trade receivables - U.S. government	$	77.4		$	105.8		$	102.4		$	140.7
Trade receivables - other		603.7			734.0			848.7			797.5
Finance receivables		9.9			18.8			7.5			8.0
Notes receivable		0.8			—
Other receivables		22.2			17.1			43.2			40.0
		714.0			875.7			1,001.8			986.2
Less allowance for doubtful accounts		(5.8	)		(9.6	)		(5.9	)		(4.2	)
	$	708.2		$	866.1		$	995.9		$	982.0

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

	December 31, 2020		September 30, 2020		March 31, 2022		December 31, 2021
Current receivables	$	699.2	$	857.6	$	987.4	$	973.4
Long-term receivables		9.0		8.5		8.5		8.6
	$	708.2	$	866.1	$	995.9	$	982.0

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

	Three Months Ended December 31, 2020											Three Months Ended December 31, 2019											Three Months Ended March 31, 2022							Three Months Ended March 31, 2021
	Finance Receivables			Notes Receivable		Trade and Other Receivables			Total			Finance Receivables			Notes Receivable		Trade and Other Receivables			Total			Finance Receivables			Trade and Other Receivables		Total		Finance Receivables			Trade and Other Receivables		Total
Allowance at beginning of period	$	2.7		$	—	$	6.9		$	9.6		$	2.2		$	0.4	$	8.7		$	11.3		$	0.5		$	3.7	$	4.2	$	1.4		$	4.4	$	5.8
Provision for doubtful accounts, net of recoveries		(1.3	)		—		(2.5	)		(3.8	)		(0.2	)		—		(1.4	)		(1.6	)		(0.1	)		1.8		1.7		(0.3	)		0.2		(0.1	)
Allowance at end of period	$	1.4		$	—	$	4.4		$	5.8		$	2.0		$	0.4	$	7.3		$	9.7		$	0.4		$	5.5	$	5.9	$	1.1		$	4.6	$	5.7

	December 31, 2020			September 30, 2020			March 31, 2022			December 31, 2021
Land and land improvements	$	65.1		$	63.9		$	72.7		$	72.0
Buildings		382.5			377.1			413.0			410.9
Machinery and equipment		712.7			723.7			768.1			740.9
Software and related costs		179.8			175.6			200.4			201.3
Equipment on operating lease to others		21.3			21.7			9.2			9.9
Construction in progress		30.4			35.0			45.3			45.3
		1,391.8			1,397.0			1,508.7			1,480.3
Less accumulated depreciation		(836.6	)		(831.1	)		(905.0	)		(887.1	)
	$	555.2		$	565.9		$	603.7		$	593.2

Depreciation expense was ~~$23.8~~$20.7 million ~~(including $2.8 million of accelerated depreciation related to restructuring actions)~~ and ~~$20.3~~$20.2 million for the three months ended ~~December~~March 31, ~~2020~~2022 and ~~2019,~~2021, 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 and 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 at March 31, 2022 and December 31, ~~2020 and September 30, 2020~~2021 was ~~$18.1~~$8.2 million and ~~$18.9~~$8.9 million, respectively.

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.

The following table presents changes in goodwill during the three months ended ~~December~~March 31, ~~2020~~2022 (in millions):

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

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

	December 31, 2020									March 31, 2022
	Weighted- Average Life		Gross		Accumulated Amortization			Net		Weighted- Average Life		Gross		Accumulated Amortization			Net
Amortizable intangible assets:
Distribution network		39.2	$	55.3	$	(34.0	)	$	21.3		39.2	$	55.4	$	(35.9	)	$	19.5
Technology-related		11.9		104.7		(103.4	)		1.3		12.0		108.4		(104.1	)		4.3
Customer relationships		12.8		554.2		(545.8	)		8.4		12.6		572.6		(552.8	)		19.8
Other		16.4		16.5		(15.1	)		1.4		12.2		23.6		(19.4	)		4.2
		14.7		730.7		(698.3	)		32.4		14.4		760.0		(712.2	)		47.8
Non-amortizable trade names				384.8		—			384.8				417.1		—			417.1
			$	1,115.5	$	(698.3	)	$	417.2			$	1,177.1	$	(712.2	)	$	464.9

	September 30, 2020								December 31, 2021
	Weighted- Average Life	Gross		Accumulated Amortization			Net		Weighted- Average Life		Gross		Accumulated Amortization			Net
Amortizable intangible assets:
Distribution network	39.1	$	55.4	$	(33.8	)	$	21.6		39.2	$	55.4	$	(35.6	)	$	19.8
Technology-related	11.9		104.7		(103.3	)		1.4		11.9		104.7		(104.0	)		0.7
Customer relationships	12.8		554.7		(545.6	)		9.1		12.6		572.6		(551.3	)		21.3
Other	16.3		16.4		(15.0	)		1.4		12.1		23.6		(18.5	)		5.1
	14.7		731.2		(697.7	)		33.5		14.4		756.3		(709.4	)		46.9
Non-amortizable trade names			384.7		—			384.7				417.1		—			417.1
		$	1,115.9	$	(697.7	)	$	418.2			$	1,173.4	$	(709.4	)	$	464.0

$3.7 million. The technology-related intangible asset is subject to amortization with an estimated life of 14.3 years.

The estimated future amortization expense of purchased intangible assets for the remainder of fiscal ~~2021~~2022 and each of the five years succeeding ~~September 30,~~December 31, 2021 are as follows: ~~2021~~2022 (remaining nine months) ~~- $4.0 million; 2022 - $4.8~~$8.5 million; 2023 - ~~$3.4~~$5.7 million; 2024 - ~~$1.6~~$4.5 million; 2025 - ~~$1.5~~$4.4 million; 2026 - $4.4 million; and ~~2026~~2027 - ~~$1.5~~$4.4 million.

In September 2020, the Company entered into a new real estate lease for a warehouse in the Access Equipment segment with a lease term of 15 years. The estimated initial right of use asset and lease liability of approximately $35 million will be recorded at lease commencement, which is expected to be in the third quarter of fiscal 2021.

~~Supplemental information related to operating leases was as follows (in millions):~~

~~The table below presents the right of use asset balance for operating leases disaggregated by segment and type of lease (in millions):~~

Maturities of operating lease liabilities at December 31, 2020 and minimum payments for operating leases having initial or remaining non-cancelable terms in excess of one year were as follows (in millions):

	December 31, 2020							March 31, 2022
	Principal		Debt Issuance Costs			Debt, Net		Principal		Debt Issuance Costs			Debt, Net
Senior Term Loan	$	225.0	$	(0.3	)	$	224.7
4.600% Senior notes due May 2028		300.0		(2.9	)		297.1		300.0		(2.4	)		297.6
3.100% Senior notes due March 2030		300.0		(3.7	)		296.3		300.0		(3.2	)		296.8
	$	825.0	$	(6.9	)	$	818.1	$	600.0	$	(5.6	)	$	594.4

	September 30, 2020							December 31, 2021
	Principal		Debt Issuance Costs			Debt, Net		Principal		Debt Issuance Costs			Debt, Net
Senior Term Loan	$	225.0	$	(0.3	)	$	224.7	$	225.0	$	(0.2	)	$	224.8
4.600% Senior notes due May 2028		300.0		(3.0	)		297.0		300.0		(2.5	)		297.5
3.100% Senior notes due March 2030		300.0		(3.8	)		296.2		300.0		(3.3	)		296.7
	$	825.0	$	(7.1	)	$	817.9	$	825.0	$	(6.0	)	$	819.0

Other short-term debt						$	5.2

On ~~April 3, 2018,~~March 23, 2022, the Company entered into a ~~Second~~Third Amended and Restated Credit Agreement with various lenders (the “Credit Agreement”). The Credit Agreement provides for ~~(i)~~ an unsecured revolving credit facility (the “Revolving Credit Facility”) that matures in ~~April 2023~~March 2027 with an initial maximum aggregate amount of availability of ~~$850~~$1.1 billion. Debt issuance costs of $2.5 million ~~and (ii) an unsecured $325~~were capitalized related to the Credit Agreement. In March 2022, the Company repaid a $225.0 million senior term loan ~~(the “Term Loan”) due in quarterly principal installments~~that existed under the Second Amended and Restated Credit Agreement. As a result of ~~$4.1 million commencing September 30, 2019 with a balloon payment of $264.1 million due at maturity in April 2023. The~~the repayment, the Company ~~has prepaid all required quarterly principal installments and $39.1~~expensed $0.1 million of ~~the balloon payment on the Term Loan.~~previously capitalized debt issuance costs.

At ~~December~~March 31, ~~2020,~~2022, outstanding letters of credit of ~~$18.5~~$18.6 million reduced available capacity under the Revolving Credit Facility to ~~$831.5 million.~~

Under the Credit Agreement, the Company is obligated to pay (i) an unused commitment fee ranging from ~~0.125%~~0.080% to ~~0.275%~~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 ~~0.563%~~0.4375% to ~~1.75%~~1.500% per annum of the maximum amount available to be drawn for each letter of credit issued and outstanding under the Credit Agreement.

Borrowings under the Credit Agreement bear interest for dollar-denominated loans at a variable rate equal to (i) ~~LIBOR~~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) ~~for dollar-denominated loans only,~~ the base rate (which is the highest of ~~(a) the administrative agent’s~~(x) Bank of America, N.A.’s prime rate, ~~(b)~~(y) the federal funds rate plus 0.50% or ~~(c)~~(z) the sum of 1%1.00% plus one-month ~~LIBOR)~~Term SOFR) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied. At ~~December~~March 31, ~~2020,~~2022, the interest spread on the Revolving Credit Facility ~~and Term Loan~~ was ~~125~~112.5 basis points. ~~The weighted-average interest rate on borrowings outstanding under the Term Loan at December 31, 2020 was 1.40%.~~

The Credit Agreement contains various restrictions and covenants, including ~~requirements~~a requirement that the Company maintain a leverage ratio at certain ~~financial ratios at prescribed~~ levels, ~~and restrictions,~~ 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 ~~dispose~~consummate acquisitions and a restriction on the disposition of all or substantially all ~~assets.~~of the assets of the Company and its subsidiaries taken as a whole.

The Credit Agreement ~~contains~~requires the ~~following financial covenants:~~

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 ~~covenants~~covenant contained in the Credit Agreement as of ~~December~~March 31, ~~2020.~~2022.

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.

In September 2019, the Company entered into a 220.0 million Chinese renminbi uncommitted line of credit to provide short-term finance support to operations in China. ~~As of December 31, 2020, there~~There were 0 outstanding borrowings on the uncommitted line of ~~credit. There was 35.0 million Chinese renminbi ($5.2 million) outstanding on the uncommitted line of~~ credit as of ~~September 30, 2020.~~March 31, 2022 or December 31, 2021. The line of credit carries a variable interest rate that is set by the lender, which was ~~3.5%~~approximately 4.2% at ~~both December~~March 31, ~~2020 and September 30, 2020.~~2022.

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 ~~December~~March 31, ~~2020,~~2022, the fair value of the 2028 Senior Notes and the 2030 Senior Notes was estimated to be ~~$353~~$308 million ($~~342~~338 million at ~~September 30, 2020)~~December 31, 2021) and ~~$325~~$278 million ($~~316~~313 million at ~~September 30, 2020)~~December 31, 2021), respectively. The fair value of the Term Loan approximated its book value at ~~both~~ December 31, ~~2020 and September 30, 2020.~~2021. See Note 2017 of the Notes to Condensed Consolidated Financial Statements for the definition of a Level 2 input.

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):

Customers of the Company, from time to time, may fund purchases of the Company’s equipment 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 ~~December~~March 31, ~~2020~~2022 the Company guaranteed an aggregate of ~~$754.0~~$758.1 million in indebtedness of customers. The Company estimated that its maximum loss exposure under these contracts at ~~December~~March 31, ~~2020~~2022 was ~~$155.4~~$132.6 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 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.

Residual Value Guarantees: The Company is party to multiple agreements whereby at ~~December~~March 31, ~~2020~~2022 the Company guaranteed to support an aggregate of ~~$92.1~~$96.1 million of customer equipment value. The Company estimated that its maximum loss exposure under these contracts at ~~December~~March 31, ~~2020~~2022 was ~~$12.2~~$10.9 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 were as follows (in millions):

	Three Months Ended December 31,						Three Months Ended March 31,
	2020			2019			2022			2021
Balance at beginning of period	$	15.5		$	15.8		$	12.1		$	14.7
Adoption of ASC 326		(5.2	)		—
Provision for new credit guarantees		0.4			1.5			1.0			0.4
Changes for pre-existing guarantees, net		0.2			—			(2.5	)		(0.4	)
Amortization of previous guarantees		(1.0	)		(1.4	)		(0.5	)		(0.9	)
Foreign currency translation		0.2			0.1
Balance at end of period	$	10.1		$	16.0		$	10.1		$	13.8

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

On June 29, 2020, the Company committed to a series of restructuring activities within its Access Equipment segment. On that day, the Company announced that it would close its Medias, Romania manufacturing facility. The Company intends to relocate production to factoriesChanges in the United States, Mexico and China. The Company also announced that it would close its service center in Riverside, California. Both facilities are being closed to simplify and better align operations to support customers and enable sustainable growth. The Company intends to cease all operations in Medias by June 30, 2021 and ceased all operations in Riverside ascontingent portion of ~~December 31, 2020. In addition,~~ the Access Equipment segment initiated targeted reductions in its salaried workforce in response to the ongoing COVID-19 pandemic. The Company incurred charges related to restructuring of $4.8 million during the three months ended December 31, 2020, consisting of long-lived asset impairments, lease termination costs and employee severance costs. The Company incurred additional charges of $3.2 million related to these restructuring actions during the three months ended December 31, 2020, including $2.8 million of accelerated depreciation and $0.4 million in inventory obsolescence.

On July 23, 2020, the Company committed to a series of restructuring activities within the Commercial segment. On that day, the Company announced that it would cease production of rear discharge concrete mixers at its Dodge Center, Minnesota, facility and relocate it to London, Ontario. The Dodge Center factory will focus on refuse collection vehicle manufacturing. The Company believes both product lines will benefit from focused facilities. The Company ceased all concrete mixer operations in Dodge Center as of December 31, 2020. The Company incurred charges related to restructuring of $0.1 million during the three months ended December 31, 2020, consisting of severance costs and other post-employment-related benefits.

~~Pre-tax restructuring charges~~Company’s guarantee liabilities were as follows (in millions):

~~Changes in the Company’s restructuring reserves, included within “Other current liabilities” in the Condensed Consolidated Balance Sheets, were as follows (in millions):~~

Employee Severance
and Termination
Benefits

Property, Plant and
Equipment
Impairment

Other Costs

Total

Balance at September 30, 2020

$
9.7

$
—

$
0.3

$
10.0

Restructuring provision

0.2

2.3

2.0

4.5

Utilized - cash

(5.7
)

—

(1.4
)

(7.1
)
Utilized - noncash

—

(2.3
)

—

(2.3
)
Foreign currency translation

0.1

—

—

0.1

Balance at December 31, 2020

$
4.3

$
—

$
0.9

$
5.2

	Three Months Ended March 31,
	2022		2021
Balance at beginning of period	$	4.0	$	6.9
Provision for new credit guarantees		0.6		0.3
Changes in allowance for pre-existing guarantees, net		5.0		(0.3	)
Foreign currency translation		0.1		—
Balance at end of period	$	9.7	$	6.9

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 reserve is maintained for the estimated costs of such claims. At March 31, 2022 and December 31, ~~2020 and September 30, 2020,~~2021, the estimated net liabilities for product and general liability claims totaled ~~$34.6~~$44.5 million and ~~$33.8~~$45.1 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.

Market Risks - The Company was contingently liable under bid, performance and specialty bonds totaling ~~$838.0 million~~$1.46 billion and ~~$721.1 million~~$1.24 billion at March 31, 2022 and December 31, ~~2020 and September 30, 2020,~~2021, respectively. Open standby letters of credit issued by the Company’s banks in favor of third parties totaled ~~$25.5~~$21.8 million and ~~$64.4~~$22.1 million at March 31, 2022 and December 31, ~~2020 and September 30, 2020,~~2021, 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 May 2019, the Company’s Board of Directors approved a Common Stock repurchase authorization of 10,000,000 shares. The Company ~~did 0t repurchase any shares of its Common Stock under this authorization during the three months ended December 31, 2020. The Company~~ repurchased ~~128,869~~751,309 shares of Common Stock under this authorization during the three months ended ~~December~~March 31, ~~2019~~2022 at a cost of ~~$9.4~~$85.0 million. As of ~~December~~March 31, ~~2020,~~2022, the Company has remaining authority to repurchase ~~7,459,328~~4,417,254 shares of Common Stock.

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

	Three Months Ended December 31, 2020												Three Months Ended March 31, 2022
	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	$	(95.9	)	$	(102.1	)	$	(0.4	)	$	(198.4	)	$	(25.6	)	$	(105.2	)	$	2.2		$	(128.6	)
Other comprehensive income (loss) before reclassifications		—			31.8			(0.1	)		31.7			—			(6.5	)		0.9			(5.6	)
Amounts reclassified from accumulated other comprehensive income (loss)		1.2			—			—			1.2			0.4			—			(0.1	)		0.3
Net current period other comprehensive income (loss)		1.2			31.8			(0.1	)		32.9			0.4			(6.5	)		0.8			(5.3	)
Balance at end of period	$	(94.7	)	$	(70.3	)	$	(0.5	)	$	(165.5	)	$	(25.2	)	$	(111.7	)	$	3.0		$	(133.9	)

	Three Months Ended December 31, 2019												Three Months Ended March 31, 2021
	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	$	(69.4	)	$	(132.5	)	$	0.3		$	(201.6	)	$	(94.7	)	$	(70.3	)	$	(0.5	)	$	(165.5	)
Other comprehensive income (loss) before reclassifications		—			19.5			(0.5	)		19.0			—			(20.0	)		0.4			(19.6	)
Amounts reclassified from accumulated other comprehensive income (loss)		0.7			—			—			0.7			1.2			—			—			1.2
Net current period other comprehensive income (loss)		0.7			19.5			(0.5	)		19.7			1.2			(20.0	)		0.4			(18.4	)
Balance at end of period	$	(68.7	)	$	(113.0	)	$	(0.2	)	$	(181.9	)	$	(93.5	)	$	(90.3	)	$	(0.1	)	$	(183.9	)

~~The effects of the reclassifications out of Accumulated other comprehensive income (loss) on the Condensed Consolidated Statements of Income were as follows (in millions):~~

Reclassifications out of accumulated other comprehensive income (loss) included in the computation of net periodic pension and postretirement benefit cost (See Note 4 of the Notes to Condensed Consolidated Financial Statements for additional details regarding employee benefit plans) were as follows (in millions):

FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date. FASB ASC Topic 820 requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment.

The fair ~~values~~value of the Company’s financial assets and liabilities were as follows (in millions):

	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
December 31, 2020
March 31, 2022
Assets:
SERP plan assets^(a)	$	23.0	$	—	$	—	$	23.0	$	15.8	$	—	$	—	$	15.8
Foreign currency exchange derivatives^(b)		—		1.2		—		1.2
Investment in equity securities^(b)										16.8		—		—		16.8
Foreign currency exchange derivatives^(c)										—		5.5		—		5.5
Liabilities:
Foreign currency exchange derivatives^(b)	$	—	$	5.6	$	—	$	5.6
Foreign currency exchange derivatives^(c)									$	—	$	0.8	$	—	$	0.8

The Company is organized into 4 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.

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, 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.

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

	Three Months Ended December 31,																Three Months Ended March 31,
	2020								2019								2022								2021
	External Customers		Inter- segment			Net Sales			External Customers		Inter- segment			Net Sales			External Customers		Inter- segment			Net Sales			External Customers		Inter- segment			Net Sales
Net sales:
Access Equipment
Aerial work platforms	$	278.0	$	—		$	278.0		$	306.0	$	—		$	306.0		$	439.7	$	—		$	439.7		$	358.2	$	—		$	358.2
Telehandlers		122.9		—			122.9			201.4		—			201.4			229.7		—			229.7			175.2		—			175.2
Other		161.5		1.3			162.8			210.5		—			210.5			213.6		0.1			213.7			203.2		1.6			204.8
Total Access Equipment		562.4		1.3			563.7			717.9		—			717.9			883.0		0.1			883.1			736.6		1.6			738.2

Defense ^(a)		550.0		0.3			550.3			499.9		0.5			500.4
Defense																		535.2		0.4			535.6			614.3		0.4			614.7

Fire & Emergency ^(a)		269.8		4.1			273.9			252.7		4.2			256.9
Fire & Emergency																		286.5		1.4			287.9			308.7		3.8			312.5

Commercial
Refuse collection																		129.3		—			129.3			104.4		—			104.4
Concrete placement		67.7		—			67.7			75.7		—			75.7			85.1		—			85.1			97.3		—			97.3
Refuse collection		102.3		—			102.3			115.9		—			115.9
Other		24.2		1.5			25.7			32.3		0.3			32.6			26.6		0.4			27.0			27.1		1.2			28.3
Total Commercial		194.2		1.5			195.7			223.9		0.3			224.2			241.0		0.4			241.4			228.8		1.2			230.0
Corporate and intersegment eliminations ^(a)		0.1		(7.2	)		(7.1	)		0.7		(5.0	)		(4.3	)
Corporate and intersegment eliminations																		—		(2.3	)		(2.3	)		0.6		(7.0	)		(6.4	)
Consolidated	$	1,576.5	$	—		$	1,576.5		$	1,695.1	$	—		$	1,695.1		$	1,945.7	$	—		$	1,945.7		$	1,889.0	$	—		$	1,889.0

December 31,
2020

September 30,
2020

Identifiable assets:

Access Equipment:

U.S.

$
1,975.9

$
2,151.4

Europe, Africa and Middle East

408.0

383.4

Rest of the World

373.1

359.0

Total Access Equipment

2,757.0

2,893.8

Defense: ^(a)

U.S.

1,153.0

1,078.7

Rest of the World

5.3

7.2

Total Defense

1,158.3

1,085.9

Fire & Emergency - U.S. ^(a)

530.9

563.6

Commercial:

U.S.

336.7

370.7

Rest of the World

53.4

47.5

Total Commercial

390.1

418.2

Corporate - U.S. ^(b)

1,180.1

854.4

Consolidated

$
6,016.4

$
5,815.9

	Three Months Ended March 31,
	2022			2021
Operating income (loss):
Access Equipment ^(a)	$	7.5		$	80.5
Defense		19.4			35.5
Fire & Emergency		22.4			47.4
Commercial		14.3			18.8
Corporate		(34.3	)		(41.4	)
Consolidated		29.3			140.8
Interest expense, net of interest income		(11.6	)		(11.2	)
Miscellaneous other income (expense)		1.1			3.1
Income before income taxes and earnings (losses) of unconsolidated affiliates	$	18.8		$	132.7

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

	Three Months Ended December 31, 2020													Three Months Ended March 31, 2022
	Access Equipment		Defense		Fire & Emergency		Commercial		Eliminations			Total		Access Equipment		Defense		Fire & Emergency		Commercial		Eliminations			Total
Net sales:
North America	$	405.3	$	494.2	$	253.0	$	194.5	$	(7.1	)	$	1,339.9	$	732.9	$	524.3	$	275.4	$	239.3	$	(2.3	)	$	1,769.6
Europe, Africa and Middle East		74.4		55.3		13.0		0.2		—			142.9		81.0		11.0		—		0.9		—			92.9
Rest of the World		84.0		0.8		7.9		1.0		—			93.7		69.2		0.3		12.5		1.2		—			83.2
Consolidated	$	563.7	$	550.3	$	273.9	$	195.7	$	(7.1	)	$	1,576.5	$	883.1	$	535.6	$	287.9	$	241.4	$	(2.3	)	$	1,945.7

On January 19, 2021, the Company acquired Pratt Miller, which specializes in advanced engineering, technology and innovation across the motorsports and multiple ground vehicle markets, for $115 million in cash. Pratt Miller will be a wholly owned subsidiary of the Defense segment. The Company’s preliminary evaluation of the fair value for certain significant assets and liabilities, including goodwill and intangibles, is not complete. The Company will provide a preliminary purchase price allocation with its fiscal 2021 second quarter Form 10-Q.

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 ~~Oshkosh Corporation (the “Company”)~~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 ~~“Executive Overview”~~“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 ~~overall impact~~extent of ~~the COVID-19 pandemic on~~supply chain and logistics disruptions; the Company’s ~~business, results of operations~~ability to increase prices or impose surcharges to raise margins or to offset higher input costs, including increased raw material, labor and financial condition; the duration and severity of the COVID-19 pandemic; actions that may be taken by governmental authorities and others to address or otherwise mitigate the impact of the COVID-19 pandemic; the negative impacts of the COVID-19 pandemic on global economies andfreight costs; the Company’s ~~customers, suppliers~~ability to attract and ~~employees;~~retain production labor in a timely manner; the cyclical nature of the Company’s access equipment, commercial and fire & emergency markets, which are particularly impacted by the strength of U.S. and European economies and construction seasons; the Company’s ~~ability to increase prices or impose surcharges to raise margins or to offset higher input costs, including increased commodity, raw material, labor and freight costs; the Company’s~~ estimates of access equipment demand which, among other factors, is influenced by historical customer ~~historical~~ buying patterns and rental company fleet replacement strategies; the strength of the U.S. dollar and its impact on Company exports, translation of foreign sales and the cost of purchased materials; the expected level and timing of U.S. Department of Defense (DoD) and international defense customer procurement of products and services and acceptance of and funding or payments for such products and services; the Company’s ability to predict the level and timing of orders for indefinite delivery/indefinite quantity contracts with the U.S. federal government; ~~risks related to reductions in government expenditures in light of U.S. defense budget pressures and an uncertain DoD tactical wheeled vehicle strategy;~~ the impact of any ~~DoD~~U.S. Department of Defense (DoD) solicitation for competition for future contracts to produce military vehicles; ~~risks related to facilities expansion, consolidation~~the impacts of budget constraints facing the U.S. Postal Service (USPS) and ~~alignment, including the amounts of related costs and charges and that anticipated cost savings may not be achieved; projected adoption rates of work at height machinery in emerging markets;~~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; ~~performance issues with suppliers or subcontractors;~~ 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;~~breaches impacting the Company; the Company’s ability to successfully identify, complete and integrate 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 ~~January~~April 27, ~~2021~~2022 and Item 1A. of Part II of this Quarterly Report on Form 10-Q.

All forward-looking statements, including those under the caption ~~“Executive Overview,~~“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 ~~earning~~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 ~~trucks,~~vehicles, trailers, weapons system integration and supply parts and services sold to the U.S. military and to other militaries around the world, ~~as well as~~last mile delivery vehicles for the USPS, and snow removal vehicles for military and civilian airports.

Fire & Emergency — custom and commercial firefighting vehicles and equipment, ~~Aircraft Rescue~~aircraft rescue and ~~Firefighting~~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~~— refuse collection vehicles sold to commercial and municipal waste haulers, concrete mixers sold to ready-mix companies and field service vehicles and truck-mounted cranes sold to mining, construction and other companies.

~~Disciplined execution in the midst~~The Company reported a net loss of ~~the ongoing COVID-19 pandemic led to the Company reporting earnings~~$0.03 per share ~~of $1.01 in the first quarter of fiscal 2021. Although down from~~ earnings per share of $1.10 in the first quarter of fiscal 2020, the results reflected solid performance and exceeded the Company’s expectations despite having manufacturing locations in areas with high COVID-19 infection rates that resulted in production challenges in both the Defense and Fire & Emergency segments during the quarter. The Access Equipment segment benefited from some orders and deliveries late in the quarter as some customers deployed more capital in the first quarter of fiscal 2021 than the Company previously expected. Results for the first quarter of fiscal ~~2021 included $0.16~~2022, down from net income of $1.44 per share for ~~cumulative catch-up adjustments~~the three months ended March 31, 2021. The decrease in ~~the Defense segment, up from $0.04~~earnings per share in the first quarter of fiscal ~~2020,~~2022 was primarily due to unfavorable price/cost dynamics, higher manufacturing costs, due in part to component shortages and ~~$0.09~~labor challenges, and a charge of $18.1 million, or $0.27 per share, ~~related to~~associated with taxes on previous income as the ~~resolution~~Company revised its interpretation of certain foreign anti-hybrid tax ~~matters~~legislation based upon ~~conclusion~~ comments from the corresponding taxing authorities of ~~an audit. Results for~~the applicable jurisdiction during the quarterThe Company believes that price/cost headwinds peaked in the first quarter in fiscal 2022 at approximately $125 million.

Prior to Russia’s invasion of Ukraine, steel, aluminum and freight costs had moderated and the Company expected that this moderation would continue. Since the invasion, pronounced increases in these costs have occurred. With commodity and freight costs trending up again, all of the Company’s non-defense segments have remained agile and have taken additional pricing actions. Pricing actions in the Access Equipment and Commercial segments in the first quarter of fiscal ~~2021 also included after-tax charges~~2022 impacted orders in backlog, which the Company expects to mitigate some of ~~$7.8 million, or $0.11 per share, associated with restructuring actions~~the additional cost headwinds the Company is facing.

While new cost pressures have emerged that the Company expects will impact fiscal 2022, the Company expects improvement in price/cost dynamics in the ~~Access Equipment segment as well as after-tax costs~~second quarter of ~~$0.6 million, or $0.01 per share related~~fiscal 2022 and further improvement in the second half of fiscal 2022, when it expects to be largely price/cost neutral compared to the ~~Pratt Miller acquisition in~~beginning of fiscal 2021. In total, the ~~Defense segment.~~Company expects price/cost headwinds of approximately $180 million to $200 million for fiscal 2022, up from its previous expectation of $140 million to $150 million, with the first and second quarters of fiscal 2022 experiencing the majority of the revised impact.

Consolidated ~~net~~ sales in the first quarter of fiscal ~~2021 decreased $118.6 million, or 7.0%, to $1.58 billion~~2022 increased 3.0 percent compared to the ~~first quarter of fiscal 2020. While the COVID-19 pandemic has impacted demand in the Access Equipment and Commercial segments, the Defense and Fire & Emergency segments both provided stability~~three months ended March 31, 2021 to ~~the Company, with sales increasing in both segments compared to the first quarter of fiscal 2020~~. Consolidated operating income was $95.9 million, or 6.1% of sales, a decrease of 12.1% from the first quarter of fiscal 2020. The decrease in consolidated operating income was primarily due to the impact of lower gross margin associated with lower sales volume offset in part by lower spending$1.95 billion largely as a result of improved pricing and increased product content. Sales volume was relatively flat compared to the ~~COVID-19 pandemic.~~

~~The Company’s balance sheet remains strong, with available liquidity~~three months ended March 31, 2021 as the impact of ~~$1.7 billion consisting~~increased shipments of cash of $897 million and availability under the Company’s revolving line of credit of $832 million at the end of the first quarter of fiscal 2021. The Company’s Board of Directors approved a quarterly dividend payment for the first quarter of fiscal 2021 of $0.33 per share.

~~The COVID-19 pandemic has continued to drive variability~~access equipment in North America was offset by lower sales volumes in the ~~Company’s businesses as infection rates evolve around the country, creating challenges for its customers, its suppliers~~Defense, Fire & Emergency and its operations. Further, the Company expects higher steel costs to introduce additional headwinds for the back half of fiscal 2021. As a result of the dynamic environment and moving variables, the Company is not providing quantitative expectations for fiscal 2021.Commercial segments.

~~The Company is pleased with the annual negotiations with its key Access Equipment segment customers over the past few months and the higher demand for access equipment~~Consolidated operating income in the first quarter of fiscal ~~2021 versus its expectations. The Company continues~~2022 decreased 79.2 percent to ~~expect that Access Equipment segment~~$29.3 million, or 1.5 percent of sales, ~~will be down in the first half~~compared to $140.8 million, or 7.5 percent of ~~fiscal 2021 versus the first half of fiscal 2020, and the Company now believes that Access Equipment segment~~ sales, in the second half of fiscal 2021 will return to year over year growth. The Company expects that the second half sales growth in the Access Equipment segment will be sufficient to yield sales growth on a full year basis for the ~~segment. However, the magnitude of expected full year sales growth is uncertain~~three months ended March 31, 2021. The decrease was primarily due to unfavorable price/cost dynamics and higher manufacturing costs, due in part to component shortages and labor challenges, offset in part by improved mix.

During the first quarter of fiscal 2022, the Company amended and extended its credit agreement to March 2027. In conjunction with the extension, the Company repaid its outstanding term loan with a balance of $225 million at December 31, 2021 and increased its revolving credit facility from $850 million to $1.1 billion.

Recent COVID related lockdowns in China have also introduced additional volatility to global supply chains. The Company’s previous outlook for fiscal 2022 assumed moderate supply chain improvements throughout the year. The pace of supply chain improvement remains ~~highly dependent~~uncertain. As a result of additional material and freight cost pressures, supply chain disruptions and labor challenges, the Company revised its fiscal 2022 earnings per share estimate range from $5.75 to $6.75 to a range of $4.75 to $5.75 on estimated operating income of $475 million to $560 million and consolidated sales of between $8.1 billion and $8.6 billion. The revised estimate includes an approximate $0.25 per share charge related to taxes on foreign anti-hybrid tax legislation recorded in the ~~ongoing evolution~~first quarter of fiscal 2022. Excluding this item, the ~~COVID-19 pandemic and the trajectory of recovery as the impact of the pandemic wanes.~~ Company’s adjusted earnings per share estimate range for fiscal 2022 is $5.00 to $6.00.

The Company now expects Access Equipment segment fiscal 2022 sales will be $3.8 billion to $4.2 billion compared to the Company’s previous estimate range of $3.7 billion to $4.1 billion largely due to the additional pricing actions in the first quarter of fiscal 2022. The Company now expects Access Equipment segment fiscal 2022 operating income margin to be 8.0% to 8.75% compared to the Company’s previous operating income margin estimate range of 9.0% to 10.0%. Increased freight and component costs are contributing to the lower operating income expectations.

The Company continues to expect Defense segment fiscal 2022 sales to be approximately $2.2 billion. The Company has revised the Defense segment fiscal 2022 operating income margin expectation from approximately 7.0% to approximately 6.25% as the more persistent inflationary environment caused unfavorable cumulative catch-up adjustments in the first quarter of fiscal 2022.

The Company continues to expect Fire & Emergency segment fiscal 2022 sales to be approximately $1.2 billion. The Company is ~~implementing one-week shutdowns per month~~reducing the Fire & Emergency segment fiscal 2022 operating income margin estimate from approximately 13.0% to a range of 11.0% to 11.75%. The decline in ~~U.S. factories~~expectations reflects increased supply chain disruptions, labor inefficiencies and additional cost pressures.

The Company continues to expect Commercial segment fiscal 2022 sales to be $1.0 billion to $1.1 billion. The Company is reducing the Commercial segment fiscal 2022 operating income margin estimate from approximately 7.0% to approximately 6.5%.

The Company continues to expect corporate expenses in fiscal 2022 will be approximately $160 million. As a result of the tax charge associated with anti-hybrid tax legislation in the first quarter of fiscal 2022, the Company increased its estimated effective tax rate for fiscal 2022 from approximately 22.5% to approximately 26.0%.

The Company expects consolidated sales for the second quarter of fiscal 2022 to be approximately flat with the three months ended June 30, 2021, with Access Equipment segment sales up approximately 15% and Defense segment sales down by approximately 20%. The Company expects additional price realization in its non-Defense segments during the second quarter of fiscal ~~2021~~2022 as more sales will reflect price increases and surcharges implemented over the past twelve months. The Company expects a low to align production with customer requirements. This represents an increased production rate versus the first quarter of fiscal 2021 when the Access Equipment segment was shut down for approximately two weeks per month. The Access Equipment segment expects to be to normalized production levels by the end ofmid-single digit consolidated operating income margin in the second quarter of fiscal ~~2021.~~2022.

The Commercial segment continues to see softness in demand for refuse collection vehicles and concrete mixers, while strong backlogs at the Defense and Fire & Emergency segments provide good visibility for fiscal 2021.

The Company is closely monitoring steel costs, which have increased even more rapidly over the past several weeks than in the Fall. The Company expects to start seeing the impact of higher steel prices in the third and fourth quarter of fiscal 2021. The magnitude and duration of the inflated costs are unknown at this time.

Consolidated net sales in the first quarter of fiscal 2021 decreased $118.6 million, or 7.0%, compared to the first quarter of fiscal 2020 as a result of a decrease in sales in the Access Equipment and Commercial segments, offset in part by higher Defense and Fire & Emergency segment sales.

Access Equipment segment net sales in the first quarter of fiscal 2021 decreased $154.2 million, or 21.5%, compared to the first quarter of fiscal 2020. The decrease in sales was due to lower market demand resulting from the economic downturn as a result of COVID-19.

~~Defense segment net sales in the first quarter of fiscal 2021 increased $49.9 million, or 10.0%, compared to the first quarter of fiscal 2020 due to higher aftermarket parts & service sales.~~

Fire & Emergency segment net sales in the first quarter of fiscal 2021 increased $17.0 million, or 6.6%, compared to the first quarter of fiscal 2020 due to higher ARFF vehicle volume as a number of multi-unit international awards were recognized in the first quarter of fiscal 2021.

Commercial segment net sales in the first quarter of fiscal 2021 decreased $28.5 million, or 12.7%, compared to the first quarter of fiscal 2020 due to lower demand caused by the COVID-19 pandemic and the impact of the sale of the concrete batch plant business in the fourth quarter of fiscal 2020. Concrete batch plant sales were $10.3 million in the first quarter of fiscal 2020.

~~Analysis of Consolidated Cost of Sales~~RESULTS OF OPERATIONS – FIRST QUARTER OF FISCAL 2022 COMPARED WITH THE THREE MONTHS ENDED MARCH 31, 2021

The following table presents ~~cost of sales by business segment~~consolidated results (in millions):

First Quarter Fiscal

2021

2020

Cost of sales:

Access Equipment

$
486.5

$
582.7

Defense

470.8

442.1

Fire & Emergency

218.2

202.2

Commercial

165.2

182.3

Intersegment eliminations and other

(6.8
)

(3.7
)

$
1,333.9

$
1,405.6

	Three Months Ended March 31,
	2022			2021			Change			% Change
Net sales	$	1,945.7		$	1,889.0		$	56.7			3.0	%
Cost of sales		1,744.4			1,573.9			170.5			10.8	%
Gross income		201.3			315.1			(113.8	)		-36.1	%
% of sales		10.3	%		16.7	%		-630	bps
SG&A expenses		169.2			172.0			(2.8	)		-1.6	%
Amortization		2.8			2.3			0.5			21.7	%
Operating income		29.3			140.8			(111.5	)		-79.2	%
% of sales		1.5	%		7.5	%		-590	bps

~~First Quarter Fiscal~~ ~~2021~~ ~~Compared to~~ ~~2020~~The following table presents net sales by geographic region based on product shipment destination (in millions):

Consolidated ~~cost of~~net sales in the first quarter of fiscal 2021 was $1.33 billion, or 84.6% of sales, compared to $1.41 billion, or 82.9% of sales, in the first quarter of fiscal 2020. The 170 basis point increase in cost of sales as a percentage of sales was primarily due to unfavorable fixed manufacturing absorptionincreased largely as a result of improved pricing ($48 million) and a sales mix which included more third-party chassis ($13 million). Sales volume was relatively flat as the impact of increased shipments of access equipment in North America was offset by lower ~~production volume related~~sales volumes in the Defense, Fire & Emergency and Commercial segments.

The decrease in consolidated gross margin was due to ~~temporary plant shutdowns (130~~higher material & logistics costs (780 basis points) and higher manufacturing costs ~~associated with restructuring actions in the Access Equipment segment (50~~ (100 basis points).

Access Equipment segment cost of sales in the first quarter of fiscal 2021 was $486.5 million, or 86.3% of sales, compared to $582.7 million, or 81.2% of sales, in the first quarter of fiscal 2020. The 510 basis point increase in cost of sales as a percentage of sales was largely due to unfavorable fixed manufacturing absorption as a result of lower production volume related to temporary plant shutdowns (270 basis points), costs associated with restructuring actions (140 basis points) and unfavorable price/cost dynamics (130 basis points), offset in part by improved ~~product mix (90 basis points).~~

Defense segment cost of sales in the first quarter of fiscal 2021 was $470.8 million, or 85.6% of sales, compared to $442.1 million, or 88.3% of sales, in the first quarter of fiscal 2020. The 270 basis point decrease in cost of sales as a percentage of sales was the result of improved product mix (180pricing (190 basis points) and ~~larger cumulative catch-up adjustments on contract margins in the first quarter of fiscal 2021 (170 basis points), offset in part by higher engineering and product development costs~~improved mix (60 basis points).

Fire & Emergency segment cost of sales in the first quarter of fiscal 2021 was $218.2 million, or 79.7% of sales, compared to $202.2 million, or 78.7% of sales, in the first quarter of fiscal 2020. The 100 basis point increase in cost of sales as a percentage of sales was primarily attributable to adverse product mix (90 basis points) and unfavorable fixed manufacturing absorption as a result of lower production volume (50 basis points).

Commercial segment cost of sales in the first quarter of fiscal 2021 was $165.2 million, or 84.4% of sales, compared to $182.3 million, or 81.3% of sales, in the first quarter of fiscal 2020. The 310 basis point increase in cost of sales as a percentage of sales was primarily attributable to unfavorable fixed manufacturing absorption as a result of lower production volume (200 basis points) and higher material costs (130 basis points).

~~The following table presents operating income (loss) by business segment (in millions):~~

Consolidated operating income in the first quarter of fiscal 2021 decreased 12.1% to $95.9 million, or 6.1% of sales, compared to $109.1 million, or 6.4% of sales, in the first quarter of fiscal 2020. The decrease in consolidated operating income was primarily due to the impact of lower gross margin associated with lower sales volume ($31 million), adverse absorption as a result of lower production ($17 million) and restructuring-related charges in the Access Equipment segment ($8 million), offset in part by lower spending as a result of the COVID-19 pandemic ($21 million), larger cumulative catch-up adjustments on contract margins ($11 million) and favorable product mix ($7 million).

Access Equipment segment operating income in the first quarter of fiscal 2021 decreased 63.9% to $24.9 million, or 4.4% of sales, compared to $69.0 million, or 9.6% of sales, in the first quarter of fiscal 2020. The decrease in operating income was primarily due to the impact of lower gross margin associated with lower sales volume ($40 million), unfavorable fixed manufacturing absorption as a result of lower production volume ($12 million), unfavorable price/cost dynamics ($9 million) and charges related to restructuring actions ($8 million), offset in part by lower spending as a result of the COVID-19 pandemic ($8 million), lower intangible asset amortization ($6 million) and favorable product mix ($5 million).

Defense segment operating income in the first quarter of fiscal 2021 increased 70.3% to $52.8 million, or 9.6% of sales, compared to $31.0 million, or 6.2% of sales, in the first quarter of fiscal 2020. The increase in operating income was due to larger cumulative catch-up adjustments on contract margins ($11 million), favorable product mix ($10 million) and higher gross margin associated with higher sales volume ($7 million), offset in part by higher new product development spending ($5 million). Changes in estimates on contracts accounted for under the cost-to-cost method resulted in cumulative catch-up adjustments on contract margins that increased Defense segment operating income by $14.8 million in the first quarter of fiscal 2021 primarily a result of adding new orders received during the quarter to the estimate at completion calculations. Changes in estimates on contracts accounted for under the cost-to-cost method increased Defense segment operating income by $3.8 million in the first quarter of fiscal 2020.

Fire & Emergency segment operating income in the first quarter of fiscal 2021 increased 13.6% to $35.1 million, or 12.8% of sales, compared to $30.9 million, or 12.0% of sales, in the first quarter of fiscal 2020. The increase in operating income was largely due to higher gross margin associated with higher sales volume ($3 million) and lower spending as a result of the COVID-19 pandemic ($1 million).

Commercial segment operating income in the first quarter of fiscal 2021 decreased 33.1% to $11.9 million, or 6.1% of sales, compared to $17.8 million, or 7.9% of sales, in the first quarter of fiscal 2020. The decrease in operating income was primarily due to lower margin associated with lower sales volume ($8 million) and higher material costs ($3 million), offset in part by lower spending as a result of the COVID-19 pandemic ($2 million).

Corporate operating costs decreased $10.8 million to $28.8 million in the first quarter of fiscal 2021 compared to $39.6 million in the first quarter of fiscal 2020, primarily due to lower spending as a result of the COVID-19 pandemic, including lower consolidated healthcare costs ($9 million), and the timing of share-based compensation expense ($3 million).

Consolidated selling, general and administrative expenses decreased 16.1% to $145.4 million, or 9.2% of sales, in the first quarter of fiscal 2021 compared to $173.4 million, or 10.2% of sales, in the first quarter of fiscal 2020. The decrease in consolidated selling, general and administrative expenses was generally due to lower ~~spending as a result of the COVID-19 pandemic~~incentive compensation costs ($2112 million), ~~favorable~~offset in part byhigher reserves for bad ~~debt recoveries~~debts ($53 million), increased travel costs ($2 million), higher salary costs ($2 million) and ~~the timing of share-based compensation expense~~higher product liability costs ($32 million).

~~Analysis~~The decrease in consolidated operating income was primarily due to unfavorable material & logistics costs ($151 million) and higher manufacturing costs ($20 million), in part due to parts shortages and labor challenges, offset in part by improved pricing ($48 million) and improved mix ($16 million).

~~Interest expense net of interest income decreased $0.4 million to $11.4 million in the first quarter of fiscal 2021 compared to $11.8 million in the first quarter of fiscal 2020.~~

Other miscellaneous expense ~~of $1.5 million and $0.4 million in the first quarter of fiscal 2021 and fiscal 2020, respectively,~~ primarily related to gains and losses on investments, ~~held in a rabbi trust,~~ net foreign currency transaction gains and losses, and non-service costs of the Company’s pension plans.

The provision for income taxes for the three months ended March 31, 2022 included a charge of $18.1 million related to taxes on income generated in prior periods as the Company ~~recorded income~~revised its interpretation of certain foreign anti-hybrid tax ~~expense~~legislation based upon comments from the corresponding taxing authorities in the ~~first quarter~~quarter.

Gains and losses of ~~fiscal 2021~~unconsolidated affiliates primarily represented changes in the Company’s equity method investments.

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

Access Equipment segment net sales increased largely as a result of ~~$13.2 million, or 15.9% of pre-tax income, compared~~robust demand for access equipment in North America.

The decrease in gross margin in the Access Equipment segment was due to ~~$20.7 million, or 21.4% of pre-tax~~unfavorable material & logistics costs (1,380 basis points) offset in part by improved pricing (230 basis points).

The decrease in operating income in the ~~first quarter~~Access Equipment segment was primarily due to unfavorable material & logistics costs ($121 million) and higher manufacturing costs, largely associated with the implementation of ~~fiscal 2020. Income tax expense~~manufacturing initiatives ($15 million), offset in part by the impact of higher gross margin associated with higher sales volume ($31 million) and improved pricing ($28 million).

Defense segment net sales decreased as a result of lower Family of Heavy Tactical Vehicle and Family of Medium Tactical Vehicle program volume as U.S. government funding for these programs has decreased in recent years.

The decrease in gross margin in the ~~first quarter~~Defense segment was due to unfavorable product mix (220 basis points) and unfavorable cumulative catch-up adjustments on contracts (80 basis points), offset in part by the absence of ~~fiscal 2021 included discrete tax benefits of $6.7 million, primarily related to~~inefficiencies associated with the ~~resolution of certain tax matters upon conclusion~~establishment of an ~~audit.~~additional production line that were incurred during the three months ended March 31, 2021 (120 basis points).

~~Losses~~The decrease in ~~unconsolidated affiliates of $0.3 million and $0.5 million~~operating income in the ~~first quarter~~Defense segment was primarily a result of ~~fiscal~~the impact of lower gross margin associated with lower sales volume ($12 million) and unfavorable product mix ($12 million), offset in part by the absence of inefficiencies associated with the establishment of an additional production line that were incurred during the three months ended March 31, 2021 ($8 million).

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

Fire & Emergency segment net sales decreased due to lower ARFF vehicle volume ($18 million) as a large multi-unit award was recognized in sales during the three months ended March 31, 2021.

The decrease in gross margin in the Fire & Emergency segment was primarily attributable to higher material & logistics costs (410 basis points), higher production costs (250 basis points) associated with parts shortages and ~~2020, respectively,~~labor challenges, unfavorable product mix (70 basis points) and higher new product development spending (70 basis points), offset in part by improved pricing (170 basis points).

The decrease in operating income in the Fire & Emergency segment was largely a result of higher material & logistics costs ($12 million), the impact of lower gross margin associated with lower sales volume ($9 million), higher production costs associated with parts shortages and labor challenges ($7 million), offset in part by improved pricing ($7 million).

Commercial segment net sales increased as a result of favorable product mix primarily ~~represented~~due to a greater percentage of sales that included a third-party chassis ($13 million) and higher pricing in response to higher input costs ($13 million), offset in part by lower sales volume as a result of supply chain challenges ($15 million).

The decrease in gross margin in the Commercial segment was primarily attributable to unfavorable material costs (920 basis points), offset in part by favorable product mix (430 basis points) and improved pricing (390 basis points).

The decrease in operating income in the Commercial segment was primarily due to higher material costs ($22 million), the impact of lower gross margin associated with lower sales volume ($4 million), higher manufacturing costs associated with parts shortages ($2 million), higher operating expenses ($2 million) and higher litigation costs ($1 million), offset in part by favorable product mix ($14 million) and improved pricing ($13 million).

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

Corporate operating expenses decreased primarily as a result of lower incentive compensation costs ($6 million), lower healthcare costs ($4 million) and lower share-based compensation costs ($3 million), offset in part by costs associated with the change in the Company’s ~~equity interest in a commercial entity in Mexico.~~fiscal year end ($2 million).

The Company generates significant capital resources from operating activities, which is the expected primary source of funding for the Company. ~~The Company expects to utilize approximately $120 million of cash during fiscal 2021 for capital spending needs.~~ In addition to cash generated from operations, the Company had other sources of liquidity available at ~~December~~March 31, ~~2020,~~2022, including ~~$898.6~~$944.5 million of cash and cash equivalents and ~~$831.5~~$1,081.4 million of unused available capacity under the Revolving Credit Facility (as defined in “Liquidity”). Borrowings under the Revolving Credit Facility could, as discussed below, be limited by ~~the~~a financial ~~covenants~~covenant contained in the Credit Agreement (as defined in “Liquidity”). ~~These sources of liquidity are needed to fund the Company’s working capital requirements, capital expenditures, dividends, share repurchases, debt service requirements and acquisitions.~~ The Company ~~used available cash~~was in compliance with the financial covenant at March 31, 2022 and ~~cash equivalents~~expects to ~~fund~~remain in compliance with the ~~acquisition of Pratt Miller for $115 million~~financial covenant contained in the ~~second quarter of fiscal 2021.~~Credit Agreement for the foreseeable future.

The Company continues to ~~expect~~actively monitor its liquidity position and working capital needs and prioritizes capital expenditures related to ~~have sufficient~~capacity and strategic investments. The Company remains in a stable overall capital resources and liquidity position that the Company believes is adequate to ~~finance~~meet its ~~operations over~~projected needs. During the ~~next twelve months.~~three months ended March 31, 2022, the Company repurchased $85 million in shares of its Common Stock. As of March 31, 2022, the Company had approximately 4.4 million shares of Common Stock remaining under its repurchase authorization.

	December 31, 2020			September 30, 2020			March 31, 2022			December 31, 2021
Cash and cash equivalents	$	898.6		$	582.9		$	944.5		$	995.7
Total debt		818.1			823.1			594.4			819.0
Total shareholders’ equity		2,932.6			2,850.7			2,968.0			3,076.4
Total capitalization (debt plus equity)		3,750.7			3,673.8			3,562.4			3,895.4
Debt to total capitalization		21.8	%		22.4	%		16.7	%		21.0	%

The Company’s ratio of debt to total capitalization of ~~21.8%~~16.7% at ~~December~~March 31, ~~2020~~2022 remained within its targeted range. 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 March 31, 2022, 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:

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 from ~~41 days at September 30, 2020 to 38~~46 days at December 31, ~~2020. Days~~2021 to 42 days at March 31, 2022. Likewise, days sales outstanding for segments other than the Defense segment decreased from ~~50 days at September 30, 2020 to 48~~53 days at December 31, ~~2020. Accounts receivable collections have remained strong throughout the pandemic.~~2021 to 51 days at March 31, 2022. 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 ~~3.8 times at September 30, 2020 to 3.4~~4.9 times at December 31, ~~2020 as a result of higher inventory levels in the Defense segment as a result of production inefficiencies during the first quarter of fiscal~~ 2021 ~~caused by employee absences related~~ to ~~the COVID-19 pandemic and higher levels of critical raw materials to mitigate shortages in the event of supplier shutdowns.~~5.1 times at March 31, 2022.

Operating activities ~~provided $368.1~~generated $328.9 million of cash in the first three months of fiscal ~~2021~~2022 compared to $326.8 million during the ~~use of $149.9 million in~~three months ended March 31, 2021. Lower net income during the first three months of fiscal ~~2020.~~2022 was almost completely offset by improved working capital as a result of an increase in days payable outstanding. The ~~improvement~~Company expects to generate approximately $725 million of cash flows from operations in ~~cash provided by operating activities in the first three months of~~ fiscal 2021 as compared to the first three months of fiscal 2020 was primarily due to improved inventory management in the Access Equipment segment and the receipt of a large customer advance by an Access Equipment segment customer to secure line slots.2022.

Investing activities used cash of ~~$23.3~~$40.1 million in the first three months of fiscal ~~2021~~2022 compared to ~~$13.2~~$122.3 million induring the ~~first~~ three months ended March 31, 2021. The Company used available cash to fund the acquisition of ~~fiscal 2020 as a customer in~~Pratt Miller during the Access Equipment segment purchased a large amount of equipment in the first quarter of fiscal 2020 that the customer was previously renting. This transaction increased proceeds received from the sale of equipment held for rental by $26.8 million in first quarter of fiscal 2020.three months ended March 31, 2021. Through ~~December~~March 31, ~~2020,~~2022, the Company utilized ~~$21.6~~$26.1 million for capital expenditures. The Company anticipates that it will spend ~~$120~~$300 million on capital expenditures in fiscal ~~2021.~~2022. The expected increase in capital spending in fiscal 2022 reflects the set-up of 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.

Financing activities used cash of ~~$32.3~~$337.9 million in the first three months of fiscal ~~2021~~2022 compared to ~~$23.8~~$5.7 million induring the ~~first~~ three months ended March 31, 2021. The increase in cash utilized for financing activities was due to the repayment of ~~fiscal 2020.~~the Company’s $225 million term loan and an increase in Common Stock repurchases under the authorization approved by the Company’s Board of Directors. In the first three months of fiscal ~~2021,~~2022, the Company repurchased 751,309 shares of its Common Stock at an aggregate cost of $85.0 million. The Company did not repurchase any shares of its Common ~~Stock. In~~Stock in the ~~first~~ three months ended March 31, 2021.

~~In April 2018,~~On March 23, 2022, the Company entered into a ~~Second~~Third Amended and Restated Credit Agreement ~~with various lenders~~ (the “Credit Agreement”). The Credit Agreement provides for ~~(i)~~ an unsecured revolving credit facility (the “Revolving Credit Facility”) that matures in ~~April 2023~~March 2027 with an initial maximum aggregate amount of availability of $850 million and (ii) an unsecured $325 million term loan (the “Term Loan”) due in quarterly principal installments of $4.1 million commencing as of September 30, 2019 with a balloon payment of $264.1 million due at maturity in April 2023. As of December 31, 2020, the Company has prepaid all required quarterly principal installments and $39.1 million of the balloon payment on the Term Loan. At December 31, 2020, outstanding letters of credit of $18.5 million reduced available capacity under the Revolving Credit Facility to $831.5 million.$1.1 billion.

Borrowings under the Credit Agreement bear interest at a variable rate equal to (i) LIBOR plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied, or (ii) for dollar-denominated loans only, the base rate (which is the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate plus 0.50% or (c) the sum of 1% plus one-month LIBOR) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied.

assets of the Company and its subsidiaries taken as a whole. The Company was in compliance with the financial ~~covenants~~covenant contained in the Credit Agreement as of ~~December~~March 31, ~~2020~~2022 and expects to be able to meet the financial ~~covenants~~covenant contained in the Credit Agreement over the next twelve months.

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”) at a discount of $1.2 million. 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 Senior Notes and 2030 Senior Notes at any time for a premium.

Refer to Note 1311 to Condensed Consolidated Financial Statements for additional information regarding the Company’s debt as of ~~December~~March 31, ~~2020.~~2022.

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, ~~2020.~~2021.

The Company’s disclosures of critical accounting estimates in its Annual Report on Form 10-K for the year ended September 30, ~~2020~~2021 have not materially changed since that report was filed.

~~See Note 2~~There are no significant impacts of ~~the Notes to Condensed Consolidated Financial Statements for a discussion of the impact~~new accounting standards on the Company’s Condensed Consolidated Financial ~~Statements of new accounting standards.~~Statements.

Sales to the U.S. government comprised approximately ~~36%~~27% of the Company’s net sales in the ~~first~~ three months ~~of fiscal 2021.~~ended March 31, 2022. 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 ~~December~~March 31, ~~2020~~2022 increased ~~5.1%~~88.4% to ~~$5.70~~$12.70 billion compared to ~~$5.43~~$6.74 billion at ~~December~~March 31, ~~2019.~~2021. Access Equipment segment backlog ~~decreased 23.7%~~increased 160.5% to ~~$771.5 million~~$3.96 billion at ~~December~~March 31, ~~2020~~2022 compared to ~~$1.01~~$1.52 billion at ~~December~~March 31, ~~2019 due to~~2021 as the ~~timing~~re-opening of economies coming out of the ~~receipt of annual purchase agreements with large national rental company customers.~~pandemic and elevated customer fleet ages drove higher demand. Defense segment backlog increased ~~14.1%~~76.6% to ~~$3.40~~$6.19 billion at ~~December~~March 31, ~~2020~~2022 compared to ~~$2.98~~$3.50 billion at ~~December~~March 31, ~~2019~~2021 primarily due to ~~higher Joint Light Tactical Vehicle orders, including an international~~the initial vehicle order from ~~Belgium~~the USPS for ~~$125 million received in October 2020.~~the NGDV program. Fire & Emergency segment backlog increased ~~9.4%~~51.8% to ~~$1.17~~$1.92 billion at ~~December~~March 31, ~~2020~~2022 compared to ~~$1.07~~$1.27 billion at ~~December~~March 31, ~~2019. The~~2021 due to strong demand for fire trucks coming out of the COVID-19 pandemic. Although Fire & Emergency segment ~~experienced~~backlog remained strong, ~~order growth in fiscal 2020 resulting in increased backlog~~orders softened for ARFF vehicles due to the ~~segment.~~adverse impact of the COVID-19 pandemic on airport budgets. Commercial segment backlog ~~decreased 1.6%~~increased 40.1% to ~~$361.0~~$630.1 million at ~~December~~March 31, ~~2020~~2022 compared to ~~$366.8~~$449.7 million at ~~December~~March 31, ~~2019. Commercial segment backlog at December 31, 2019 included~~2021 due to improved market demand for refuse collection vehicles as demand rebounded following the re-opening of economies and high demand for the Company’s new front-discharge concrete ~~batch plant backlog of $15.8 million. The concrete batch plan business was disposed of~~mixer. Global supply chain challenges and the associated delays in production are also leading to higher backlogs in the ~~fourth quarter of fiscal 2020.~~Company’s Access Equipment, Fire & Emergency and Commercial segments.

Reported backlog excludes purchase options and announced orders for which definitive contracts have not been executed. 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 ~~35%~~52% of the Company’s ~~December~~March 31, ~~2020~~2022 backlog is not expected to be filled in fiscal ~~2021.~~2022.

The Company is forecasting earnings per share excluding items that affect comparability. When the Company forecasts earnings per share, excluding items, these are considered non-GAAP financial measures. 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 prepared in accordance with GAAP. The table below presents a reconciliation of the Company’s presented GAAP measures to the most directly comparable non-GAAP measures:

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, ~~2020,~~2021, 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 ~~the end of the quarter ended December~~March 31, ~~2020.~~2022. 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 ~~the end of the quarter ended December~~March 31, ~~2020~~2022 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 ~~quarter~~three months ended ~~December~~March 31, ~~2020~~2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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, ~~2020,~~2021, which have not materially changed.

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 ~~first quarter of fiscal 2021:~~three months ended March 31, 2022:

~~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⁾

~~October 1 - October 31~~

—

~~7,459,328~~

~~November 1 - November 30~~

—

~~7,459,328~~

~~December 1 - December 31~~

—

~~7,459,328~~

~~Total~~

—

~~7,459,328~~

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⁾
January 1 - January 31		251,991	$	119.07		251,991		4,916,572
February 1 - February 28		221,116	$	113.08		221,116		4,695,456
March 1 - March 31		278,202	$	107.85		278,202		4,417,254
Total		751,309				751,309		4,417,254

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 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.



		Page
	PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1

	Condensed Consolidated Statements of Income for the Three Months Ended ~~December~~March 31, ~~2020~~2022 and ~~2019~~2021	1

	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended ~~December~~March 31, ~~2020~~2022 and ~~2019~~2021	2

	Condensed Consolidated Balance Sheets at March 31, 2022 and December 31, ~~2020 and September 30, 2020~~2021	3

	Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended ~~December~~March 31, ~~2020~~2022 and ~~2019~~2021	4

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended ~~December~~March 31, ~~2020~~2022 and ~~2019~~2021	5

	Notes to Condensed Consolidated Financial Statements	6

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2422

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3231

ITEM 4.	CONTROLS AND PROCEDURES	32

	PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	33

ITEM 1A.	RISK FACTORS	33

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33

ITEM 4.	MINE SAFETY DISCLOSURES	33

ITEM 6.	EXHIBITS	34

SIGNATURES		35

	March 31, 2022			December 31, 2021
Raw materials	$	1,021.0		$	984.4
Partially finished products		426.5			334.0
Finished products		254.2			239.7
Inventories at FIFO cost		1,701.7			1,558.1
Less: Excess of FIFO cost over LIFO cost		(173.8	)		(175.4	)
	$	1,527.9		$	1,382.7

	December 31, 2020			September 30, 2020
Raw materials	$	765.7		$	745.7
Partially finished products		333.2			295.2
Finished products		507.2			565.0
Inventories at FIFO cost		1,606.1			1,605.9
Less: Excess of FIFO cost over LIFO cost		(103.3	)		(100.5	)
	$	1,502.8		$	1,505.4

	March 31, 2022							December 31, 2021
	Gross		Accumulated Impairment			Net		Gross		Accumulated Impairment			Net
Access Equipment	$	1,805.6	$	(932.1	)	$	873.5	$	1,809.7	$	(932.1	)	$	877.6
Defense		44.4		—			44.4		44.4		—			44.4
Fire & Emergency		108.1		(2.0	)		106.1		108.1		(2.0	)		106.1
Commercial		188.5		(167.6	)		20.9		188.5		(167.6	)		20.9
	$	2,146.6	$	(1,101.7	)	$	1,044.9	$	2,150.7	$	(1,101.7	)	$	1,049.0

	December 31, 2020							September 30, 2020
	Gross		Accumulated Impairment			Net		Gross		Accumulated Impairment			Net
Access Equipment	$	1,823.8	$	(932.1	)	$	891.7	$	1,814.7	$	(932.1	)	$	882.6
Fire & Emergency		108.1		(2.0	)		106.1		108.1		(2.0	)		106.1
Commercial		196.8		(175.9	)		20.9		196.7		(175.9	)		20.8
	$	2,128.7	$	(1,110.0	)	$	1,018.7	$	2,119.5	$	(1,110.0	)	$	1,009.5

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

		December 31, 2020
	Balance Sheet Classification	Finance Leases			Operating Leases			Total
Lease right of use assets	Other long-term assets	$	14.5		$	144.1		$	158.6
Current lease liabilities	Other current liabilities		4.1			42.3			46.4
Long-term lease liabilities	Other long-term liabilities		10.5			106.6			117.1

Weighted average remaining lease term		3.9 years			5.6 years

Weighted average discount rates			2.3	%		2.9	%

Amounts due in
Remaining nine months of 2021	$	36.5
2022		36.5
2023		24.9
2024		15.8
2025		11.3
2026		8.2
Thereafter		29.2
Total lease payments		162.4
Less: imputed interest		(13.5	)
Present value of lease liability	$	148.9

	Three Months Ended December 31, 2020
	Cost of Sales		Selling, General and Administrative Expenses			Total
Access Equipment	$	4.5	$	0.3		$	4.8
Commercial		0.1		—			0.1
Corporate		—		(0.4	)		(0.4	)
Total	$	4.6	$	(0.1	)	$	4.5

	Employee Severance and Termination Benefits			Property, Plant and Equipment Impairment			Other Costs			Total
Balance at September 30, 2020	$	9.7		$	—		$	0.3		$	10.0
Restructuring provision		0.2			2.3			2.0			4.5
Utilized - cash		(5.7	)		—			(1.4	)		(7.1	)
Utilized - noncash		—			(2.3	)		—			(2.3	)
Foreign currency translation		0.1			—			—			0.1
Balance at December 31, 2020	$	4.3		$	—		$	0.9		$	5.2

	Classification of Income (Expense)	Three Months Ended December 31,
		2020			2019
Amortization of employee pension and postretirement benefits items
Prior service costs	Miscellaneous, net	$	0.2		$	0.2
Actuarial (gains) losses	Miscellaneous, net		1.3			0.7
Total before tax			1.5			0.9
Tax provision (benefit)			(0.3	)		(0.2	)
Net of tax		$	1.2		$	0.7

	December 31, 2020		September 30, 2020
Identifiable assets:
Access Equipment:
U.S.	$	1,975.9	$	2,151.4
Europe, Africa and Middle East		408.0		383.4
Rest of the World		373.1		359.0
Total Access Equipment		2,757.0		2,893.8
Defense: ^(a)
U.S.		1,153.0		1,078.7
Rest of the World		5.3		7.2
Total Defense		1,158.3		1,085.9
Fire & Emergency - U.S. ^(a)		530.9		563.6
Commercial:
U.S.		336.7		370.7
Rest of the World		53.4		47.5
Total Commercial		390.1		418.2
Corporate - U.S. ^(b)		1,180.1		854.4
Consolidated	$	6,016.4	$	5,815.9

	First Quarter Fiscal
	2021			2020
Net sales:
Access Equipment	$	563.7		$	717.9
Defense		550.3			500.4
Fire & Emergency		273.9			256.9
Commercial		195.7			224.2
Intersegment eliminations and other		(7.1	)		(4.3	)
	$	1,576.5		$	1,695.1

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

	Fiscal 2022 Expectations
	Low		High
Earnings per share-diluted (GAAP)	$	4.75	$	5.75
Charge for anti-hybrid tax on prior period income		0.25		0.25
Adjusted earnings per share-diluted (non-GAAP)	$	5.00	$	6.00



Exhibit No.	Description

~~3.1~~4.1	~~By-Laws~~Third Amended and Restated Credit Agreement, dated as of March 23, 2022, among Oshkosh Corporation, the various lenders and issuers party thereto, and Bank of America, N.A., as ~~amended effective November 17, 2020~~administrative agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 23, 2022 (File No. 1-31371).

10.1	Form of Key Executive Employment and Severance Agreement between Oshkosh Corporation and Jay Iyengar (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 (File No. 1-31371)).*

10.2	Framework for Awards of Performance Shares based on ESG/DEI under the Oshkosh Corporation 2017 Incentive Stock and Awards Plan.*

10.3	Framework for Awards of Performance Shares based on Return on Invested Capital under the Oshkosh Corporation 2017 Incentive Stock and Awards Plan.*

31.1	Certification by the President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated ~~January~~April 27, ~~2021.~~2022.

31.2	Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated ~~January~~April 27, ~~2021.~~2022.

32.1	Written Statement of the President and Chief Executive Officer, pursuant to 18 U.S.C. §1350, dated ~~January~~April 27, ~~2021.~~2022.

32.2	Written Statement of the Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. §1350, dated ~~January~~April 27, ~~2021.~~2022.

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


~~January~~April 27, ~~2021~~2022	By	/s/ ~~Wilson R. Jones~~John C. Pfeifer
		~~Wilson R. Jones,~~John C. Pfeifer, President and Chief Executive Officer ~~and Director~~ (Principal Executive Officer)


~~January~~April 27, ~~2021~~2022	By	/s/ Michael E. Pack
		Michael E. Pack, Executive Vice President and Chief Financial Officer (Principal Financial Officer)


~~January~~April 27, ~~2021~~2022	By	/s/ James C. Freeders
		James C. Freeders, Senior Vice President Finance and Controller (Principal Accounting Officer)