(Registrant’s telephone number, including area ~~code:~~ ~~(920) 502-3400~~code)

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 ~~Yes~~ ☐ No 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 ~~Yes~~ ☐ No 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 ~~April~~July 21, ~~2021, 68,616,914~~2022, 65,371,562 shares of the registrant’s Common Stock were outstanding.

Table of Contents

OSHKOSH CORPORATION

FORM10-Q INDEX

~~OSHKOSH CORPORATION~~

~~FORM10-Q INDEX~~

~~FOR THE QUARTER ENDED MARCH 31, 2021~~

	Page

		~~Page~~
	PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	13

	Condensed Consolidated Statements of Income for the Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021 ~~and 2020~~	13

	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021 ~~and 2020~~	24

	Condensed Consolidated Balance Sheets at ~~March~~June 30, 2022 and December 31, 2021 ~~and September 30, 2020~~	35

	Condensed Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended ~~March 31,~~June 30, 2022 and 2021 ~~and 2020~~	46

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended ~~March 31,~~June 30, 2022 and 2021 ~~and 2020~~	68

	Notes to Condensed Consolidated Financial Statements	79

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2729

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	39

ITEM 4.	CONTROLS AND PROCEDURES	39

	PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	40

ITEM 1A.	RISK FACTORS	40

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	4140

ITEM 4.	MINE SAFETY DISCLOSURES	4140

ITEM 6.	EXHIBITS	4241

SIGNATURES		4342

Table of Contents

~~Table of Contents~~

PART

~~PART~~ I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~ITEM 1.~~

~~FINANCIAL STATEMENTS~~

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in millions, except per share amounts; unaudited)


	Three Months Ended March 31,						Six Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Net sales	$	1,889.0		$	1,796.7		$	3,465.5		$	3,491.8		$	2,066.0		$	2,208.8		$	4,011.7		$	4,097.8
Cost of sales		1,573.9			1,504.3			2,907.8			2,909.9			1,825.9			1,824.2			3,570.3			3,398.1
Gross income		315.1			292.4			557.7			581.9			240.1			384.6			441.4			699.7

Operating expenses:
Selling, general and administrative		172.0			157.4			317.4			330.8			167.9			177.6			337.1			349.6
Amortization of purchased intangibles		2.3			1.4			3.6			8.4			2.8			3.2			5.6			5.5
Total operating expenses		174.3			158.8			321.0			339.2			170.7			180.8			342.7			355.1
Operating income		140.8			133.6			236.7			242.7			69.4			203.8			98.7			344.6

Other income (expense):
Interest expense		(11.8	)		(22.3	)		(23.8	)		(35.4	)		(13.2	)		(12.2	)		(25.8	)		(24.0	)
Interest income		0.6			1.6			1.2			2.9			1.3			0.5			2.3			1.1
Miscellaneous, net		3.1			(5.8	)		1.6			(6.2	)		(15.1	)		0.4			(14.0	)		3.5
Income before income taxes and earnings (losses) of unconsolidated affiliates		132.7			107.1			215.7			204.0
Provision for income taxes		33.2			38.3			46.4			59.0
Income before earnings (losses) of unconsolidated affiliates		99.5			68.8			169.3			145.0
Equity in earnings (losses) of unconsolidated affiliates		0.1			(0.2	)		(0.2	)		(0.7	)
Income before income taxes and losses of unconsolidated affiliates														42.4			192.5			61.2			325.2
Provision for (benefit of) income taxes														13.7			(21.9	)		33.9			11.3
Income before losses of unconsolidated affiliates														28.7			214.4			27.3			313.9
Equity in losses of unconsolidated affiliates														(1.8	)		(0.5	)		(2.5	)		(0.4	)
Net income	$	99.6		$	68.6		$	169.1		$	144.3		$	26.9		$	213.9		$	24.8		$	313.5

Earnings per share:
Basic	$	1.45		$	1.00		$	2.48		$	2.12		$	0.41		$	3.11		$	0.38		$	4.57
Diluted		1.44			0.99			2.45			2.09			0.41			3.07			0.37			4.51

Cash dividends declared per share on Common Stock	$	0.33		$	0.30		$	0.66		$	0.60		$	0.37		$	0.33		$	0.74		$	0.66

The accompanying notes are an integral part of these financial statements

Table of Contents

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in millions; unaudited)


	Three Months Ended March 31,						Six Months Ended March 31,					Three Months Ended June 30,					Six Months Ended June 30,
	2021			2020			2021		2020			2022			2021		2022			2021
Net income	$	99.6		$	68.6		$	169.1	$	144.3		$	26.9		$	213.9	$	24.8		$	313.5
Other comprehensive income (loss), net of tax:
Employee pension and postretirement benefits		1.2			0.7			2.4		1.4			0.4			1.1		0.8			2.3
Currency translation adjustments		(20.0	)		(28.4	)		11.8		(8.9	)		(33.9	)		7.7		(40.4	)		(12.3	)
Change in fair value of derivative instruments		0.4			0.7			0.3		0.2			4.4			0.3		5.2			0.7
Total other comprehensive income (loss), net of tax		(18.4	)		(27.0	)		14.5		(7.3	)		(29.1	)		9.1		(34.4	)		(9.3	)
Comprehensive income	$	81.2		$	41.6		$	183.6	$	137.0
Comprehensive income (loss)												$	(2.2	)	$	223.0	$	(9.6	)	$	304.2

The accompanying notes are an integral part of these financial statements

Table of Contents

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions, except share and per share amounts; unaudited)


	March 31, 2021			September 30, 2020			June 30, 2022			December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	1,093.2		$	582.9		$	397.4		$	995.7
Receivables, net		877.1			857.6			1,216.4			973.4
Unbilled receivables, net		460.4			483.6			492.2			440.8
Inventories, net		1,397.2			1,505.4			1,584.3			1,382.7
Income taxes receivable								291.2			250.3
Other current assets		153.2			106.3			71.8			71.7
Total current assets		3,981.1			3,535.8			4,053.3			4,114.6
Property, plant and equipment, net		561.2			565.9			674.5			593.2
Goodwill		1,086.5			1,009.5			1,043.0			1,049.0
Purchased intangible assets, net		447.3			418.2			465.6			464.0
Deferred income taxes								121.4			111.5
Other long-term assets		267.7			286.5			502.1			389.5
Total assets	$	6,343.8		$	5,815.9		$	6,859.9		$	6,721.8

Liabilities and Shareholders’ Equity
Current liabilities:
Revolving credit facilities and current maturities of long-term debt	$	—		$	5.2
Revolving credit facilities							$	10.0		$	—
Accounts payable		662.3			577.8			1,011.9			747.4
Customer advances		706.0			491.4			757.1			690.9
Payroll-related obligations		185.6			150.8			146.8			118.4
Income taxes payable		19.3			14.7			60.7			222.1
Other current liabilities		329.3			345.2			352.3			364.2
Total current liabilities		1,902.5			1,585.1			2,338.8			2,143.0
Long-term debt, less current maturities		818.3			817.9			594.6			819.0
Long-term customer advances								550.2			207.0
Other long-term liabilities		604.8			562.2			499.3			476.4
Commitments and contingencies
Shareholders’ equity:
Preferred Stock ($0.01 par value; 2,000,000 shares authorized; NaN issued and outstanding)		—			—
Common Stock ($0.01 par value; 300,000,000 shares authorized; 75,101,465 shares issued)		0.7			0.7
Preferred Stock ($0.01 par value; 2,000,000 shares authorized; NaN issued and outstanding)								—			—
Common Stock ($0.01 par value; 300,000,000 shares authorized; 75,101,465 shares issued)								0.7			0.7
Additional paid-in capital		798.3			800.9			802.5			792.4
Retained earnings		2,871.0			2,747.7			3,086.4			3,110.6
Accumulated other comprehensive loss		(183.9	)		(198.4	)		(163.0	)		(128.6	)
Common Stock in treasury, at cost (6,485,122 and 6,950,298 shares, respectively)		(467.9	)		(500.2	)
Common Stock in treasury, at cost (9,736,677 and 8,289,347 shares, respectively)								(849.6	)		(698.7	)
Total shareholders’ equity		3,018.2			2,850.7			2,877.0			3,076.4
Total liabilities and shareholders’ equity	$	6,343.8		$	5,815.9		$	6,859.9		$	6,721.8

The accompanying notes are an integral part of these financial statements

Table of Contents

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Dollars in millions, except per share amounts; unaudited)

	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			Three Months Ended June 30, 2022
Balance at December 31, 2020	$	0.7	$	791.4		$	2,793.5		$	(165.5	)	$	(487.5	)	$	2,932.6
																		Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total
Balance at March 31, 2022																		$	0.7	$	798.2		$	3,084.0		$	(133.9	)	$	(781.0	)	$	2,968.0
Net income		—		—			99.6			—			—			99.6			—		—			26.9			—			—			26.9
Employee pension and postretirement benefits, net of tax of $0.2		—		—			—			1.2			—			1.2
Employee pension and postretirement benefits, net of tax of $0.1																			—		—			—			0.4			—			0.4
Currency translation adjustments		—		—			—			(20.0	)		—			(20.0	)		—		—			—			(33.9	)		—			(33.9	)
Cash dividends ($0.33 per share)		—		—			(22.7	)		—			—			(22.7	)
Cash dividends ($0.37 per share)																			—		—			(24.4	)		—			—			(24.4	)
Repurchases of Common Stock																			—		—			—			—			(70.0	)		(70.0	)
Exercise of stock options		—		(0.6	)		—			—			18.8			18.2			—		—			—			—			0.4			0.4
Stock-based compensation expense		—		8.3			—			—			—			8.3			—		6.7			—			—			—			6.7
Payment of stock-based restricted and performance shares		—		(0.8	)		—			—			0.8			—			—		(2.3	)		—			—			2.3			—
Shares tendered for taxes on stock-based compensation																			—		—			—			—			(1.3	)		(1.3	)
Other		—		—			0.6			0.4			—			1.0			—		(0.1	)		(0.1	)		4.4			—			4.2
Balance at March 31, 2021	$	0.7	$	798.3		$	2,871.0		$	(183.9	)	$	(467.9	)	$	3,018.2
Balance at June 30, 2022																		$	0.7	$	802.5		$	3,086.4		$	(163.0	)	$	(849.6	)	$	2,877.0

	Three Months Ended March 31, 2020
	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total			Three Months Ended June 30, 2021
Balance at December 31, 2019	$	0.7	$	794.1		$	2,560.3		$	(181.9	)	$	(492.1	)	$	2,681.1
																		Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total
Balance at March 31, 2021																		$	0.7	$	798.3		$	2,871.0		$	(183.9	)	$	(467.9	)	$	3,018.2
Net income		—		—			68.6			—			—			68.6			—		—			213.9			—			—			213.9
Employee pension and postretirement benefits, net of tax of $0.2		—		—			—			0.7			—			0.7
Employee pension and postretirement benefits, net of tax of $0.6																			—		—			—			1.1			—			1.1
Currency translation adjustments		—		—			—			(28.4	)		—			(28.4	)		—		—			—			7.7			—			7.7
Cash dividends ($0.30 per share)		—		—			(20.5	)		—			—			(20.5	)
Cash dividends ($0.33 per share)																			—		—			(22.7	)		—			—			(22.7	)
Repurchases of Common Stock		—		—			—			—			(31.4	)		(31.4	)		—		—			—			—			(13.0	)		(13.0	)
Exercise of stock options		—		(4.8	)		—			—			13.6			8.8			—		1.6			—			—			17.7			19.3
Stock-based compensation expense		—		8.3			—			—			—			8.3			—		5.4			—			—			—			5.4
Payment of stock-based restricted and performance shares		—		(0.3	)		—			—			0.3			—			—		(1.4	)		—			—			1.4			—
Shares tendered for taxes on stock-based compensation																			—		—			—			—			(1.6	)		(1.6	)
Other		—		(2.3	)		—			0.7			3.4			1.8			—		(0.4	)		(0.1	)		0.3			0.6			0.4
Balance at March 31, 2020	$	0.7	$	795.0		$	2,608.4		$	(208.9	)	$	(506.2	)	$	2,689.0
Balance at June 30, 2021																		$	0.7	$	803.5		$	3,062.1		$	(174.8	)	$	(462.8	)	$	3,228.7

The accompanying notes are an integral part of these financial statements

Table of Contents

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Dollars in millions, except per share amounts; unaudited)

	Six 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			Six Months Ended June 30, 2022
Balance at September 30, 2020	$	0.7	$	800.9		$	2,747.7		$	(198.4	)	$	(500.2	)	$	2,850.7
																		Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total
Balance at December 31, 2021																		$	0.7	$	792.4		$	3,110.6		$	(128.6	)	$	(698.7	)	$	3,076.4
Net income		—		—			169.1			—			—			169.1			—		—			24.8			—			—			24.8
Employee pension and postretirement benefits, net of tax of $0.5		—		—			—			2.4			—			2.4
Employee pension and postretirement benefits, net of tax of $0.2																			—		—			—			0.8			—			0.8
Currency translation adjustments		—		—			—			11.8			—			11.8			—		—			—			(40.4	)		—			(40.4	)
Cash dividends ($0.66 per share)		—		—			(45.2	)		—			—			(45.2	)
Cash dividends ($0.74 per share)																			—		—			(48.9	)		—			—			(48.9	)
Repurchases of Common Stock																			—		—			—			—			(155.0	)		(155.0	)
Exercise of stock options		—		(1.5	)		—			—			24.3			22.8			—		(0.2	)		—			—			2.5			2.3
Stock-based compensation expense		—		14.9			—			—			—			14.9			—		13.5			—			—			—			13.5
Payment of stock-based restricted and performance shares		—		(16.0	)		—			—			16.0			—			—		(2.8	)		—			—			2.8			—
Shares tendered for taxes on stock-based compensation		—		—			—			—			(8.0	)		(8.0	)		—		—			—			—			(1.7	)		(1.7	)
Other		—		—			(0.6	)		0.3			—			(0.3	)		—		(0.4	)		(0.1	)		5.2			0.5			5.2
Balance at March 31, 2021	$	0.7	$	798.3		$	2,871.0		$	(183.9	)	$	(467.9	)	$	3,018.2
Balance at June 30, 2022																		$	0.7	$	802.5		$	3,086.4		$	(163.0	)	$	(849.6	)	$	2,877.0

	Six Months Ended March 31, 2020
	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total			Six Months Ended June 30, 2021
Balance at September 30, 2019	$	0.7	$	808.5		$	2,505.0		$	(201.6	)	$	(512.8	)	$	2,599.8
																		Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury at Cost			Total
Balance at December 31, 2020																		$	0.7	$	791.4		$	2,793.5		$	(165.5	)	$	(487.5	)	$	2,932.6
Net income		—		—			144.3			—			—			144.3			—		—			313.5			—			—			313.5
Employee pension and postretirement benefits, net of tax of $0.4		—		—			—			1.4			—			1.4
Employee pension and postretirement benefits, net of tax of $0.8																			—		—			—			2.3			—			2.3
Currency translation adjustments		—		—			—			(8.9	)		—			(8.9	)		—		—			—			(12.3	)		—			(12.3	)
Cash dividends ($0.60 per share)		—		—			(40.9	)		—			—			(40.9	)
Cash dividends ($0.66 per share)																			—		—			(45.4	)		—			—			(45.4	)
Repurchases of Common Stock		—		—			—			—			(40.8	)		(40.8	)		—		—			—			—			(13.0	)		(13.0	)
Exercise of stock options		—		(10.7	)		—			—			34.3			23.6			—		1.0			—			—			36.5			37.5
Stock-based compensation expense		—		17.7			—			—			—			17.7			—		13.7			—			—			—			13.7
Payment of stock-based restricted and performance shares		—		(18.2	)		—			—			18.2			—			—		(2.2	)		—			—			2.2			—
Shares tendered for taxes on stock-based compensation		—		—			—			—			(8.5	)		(8.5	)		—		—			—			—			(1.6	)		(1.6	)
Other		—		(2.3	)		—			0.2			3.4			1.3			—		(0.4	)		0.5			0.7			0.6			1.4
Balance at March 31, 2020	$	0.7	$	795.0		$	2,608.4		$	(208.9	)	$	(506.2	)	$	2,689.0
Balance at June 30, 2021																		$	0.7	$	803.5		$	3,062.1		$	(174.8	)	$	(462.8	)	$	3,228.7

The accompanying notes are an integral part of these financial statements

Table of Contents

~~Table of Contents~~

OSHKOSH CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in millions; unaudited)


	Six Months Ended March 31,						Six Months Ended June 30,
	2021			2020			2022			2021
Operating activities:
Net income	$	169.1		$	144.3		$	24.8		$	313.5
Depreciation and amortization		48.3			50.6			53.3			51.0
Stock-based compensation expense		14.9			17.7
Stock-based incentive compensation								13.5			13.7
Deferred income taxes		4.0			11.4			6.2			22.6
(Gain) loss on sale of assets		0.6			(9.9	)
Foreign currency transaction gains		(0.7	)		(1.5	)
Debt extinguishment expense		—			8.5
Gain on sale of assets								(1.7	)		(4.4	)
Unrealized loss on investments								11.2			—
Foreign currency transactions								2.4			(3.1	)
Other non-cash adjustments		2.4			0.9			2.6			0.3
Changes in operating assets and liabilities		456.3			(157.2	)		(135.2	)		55.1
Net cash provided by operating activities		694.9			64.8
Net cash (used in) provided by operating activities								(22.9	)		448.7

Investing activities:
Additions to property, plant and equipment		(38.3	)		(57.5	)		(110.3	)		(39.2	)
Additions to equipment held for rental		(4.1	)		(10.9	)		(4.6	)		(5.5	)
Acquisition of business, net of cash acquired		(112.1	)		—			(19.5	)		(112.6	)
Proceeds from sale of equipment held for rental		7.8			32.5			5.4			6.6
Acquisition of equity securities								(12.6	)		(9.3	)
Other investing activities		1.1			(1.2	)		2.4			6.3
Net cash used by investing activities		(145.6	)		(37.1	)
Net cash used in investing activities								(139.2	)		(153.7	)

Financing activities:
Proceeds from issuance of debt (original maturities greater than three months)		—			303.9
Proceeds from debt (original maturities greater than three months)								10.4			—
Repayments of debt (original maturities greater than three months)		(5.2	)		(300.0	)		(225.0	)		—
Debt extinguishment and issuance costs		—			(9.6	)
Repurchases of Common Stock		(8.0	)		(49.3	)		(155.0	)		(13.0	)
Dividends paid		(45.2	)		(40.9	)		(48.9	)		(45.4	)
Proceeds from exercise of stock options		22.8			23.6			2.3			37.5
Acquisition of Common Stock for taxes on stock-based compensation								(1.7	)		(1.6	)
Other financing activities		(2.4	)		(0.8	)		(7.5	)		(2.5	)
Net cash used by financing activities		(38.0	)		(73.1	)
Effect of exchange rate changes on cash		(1.0	)		0.9
Net cash used in financing activities								(425.4	)		(25.0	)
Effect of exchange rate changes on cash and cash equivalents								(10.8	)		(2.3	)
Increase (decrease) in cash and cash equivalents		510.3			(44.5	)		(598.3	)		267.7
Cash and cash equivalents at beginning of period		582.9			448.4			995.7			898.6
Cash and cash equivalents at end of period	$	1,093.2		$	403.9		$	397.4		$	1,166.3

Supplemental disclosures:
Cash paid for interest	$	22.2		$	34.0		$	23.2		$	24.8
Cash paid for income taxes		85.8			94.5			205.7			146.4
Proceeds from income tax refunds								0.9			—
Cash paid for operating lease liabilities		27.2			28.3			24.3			26.0
Operating right-of-use assets obtained		14.0			27.5			3.3			80.0

The accompanying notes are an integral part of these financial statements

Table of Contents

~~Table of Contents~~

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Basis of Presentation

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).

~~Basis of Presentation~~

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.~~2021. The interim results 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~~for the three and ~~its subsidiaries.~~six months ended June 30, 2022.

On ~~January 19, 2021,~~June 13, 2022, the Company acquired all of the outstanding ~~membership interests~~shares of ~~Pratt & Miller Engineering & Fabrication,~~Maxi-Metal Inc. ~~(Pratt Miller)~~(Maxi-Metal), which specializes in ~~advanced engineering, technology~~the design and ~~innovation across~~manufacturing of fire apparatus and utility vehicles in the ~~motorsports and multiple ground vehicle markets,~~Canadian market, for ~~$116.1~~25.3 million ~~including $112.1~~Canadian dollars, or $19.7 million. This includes $19.5 million in cash and ~~contingent cash consideration~~an estimated amount payable of ~~$7.0 million, reduced by a receivable of $3.0~~$0.2 million for certain post-closing working capital adjustments. ~~The contingent cash consideration is required to be paid if the revenue earned by the acquired business exceeds certain targets over a three year future period.~~

The operating results of ~~Pratt Miller~~Maxi-Metal have been included in the Company’s Condensed Consolidated Statements of Income from the date of acquisition. ~~Pratt Miller~~Maxi-Metal had sales of ~~$17.7~~$1.0 million from the acquisition date to ~~March 31, 2021.~~June 30, 2022. Pro-forma results of operations have not been presented as the effect of the acquisition is not material to any periods presented.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the date of acquisition (in millions):

Assets Acquired:

Current assets, excluding cash of $5.5

$
15.5

Property, plant and equipment

7.8

Goodwill

75.4

Purchased intangible assets

32.3

Other long-term assets

5.8

Total assets

136.8

Liabilities Assumed:

Current liabilities

15.9

Long-term liabilities

4.8

Total liabilities

20.7

Net assets acquired

$
116.1


Assets Acquired:
Current assets, excluding cash of $1.7	$	7.5
Property, plant and equipment		1.6
Goodwill		8.9
Purchased intangible assets		3.8
Total assets		21.8

Liabilities Assumed:
Current liabilities		2.0
Long-term liabilities		0.1
Total liabilities		2.1

Net assets acquired	$	19.7

The preliminary valuation of intangible assets consists of $32.3 million of assets subject to amortization with an estimated 7 year average life. The purchase price, net of cash acquired, was allocated based on the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition with the excess purchase price of $75.4 million recorded as goodwill, representing expected synergies of the combined entity, all of which was allocated to the Defense segment. Approximately $67.2 million of the goodwill is deductible for income tax purposes.

The purchase price allocations are preliminary at ~~March 31, 2021~~June 30, 2022 and ~~may~~will be subsequently adjusted to reflect the finalization of appraisals and other valuation studies.

The Company expensed ~~$0.3 million and $1.0~~$0.4 million of transaction costs related to the acquisition ~~for~~during the three and six months ended ~~March 31, 2021, respectively.~~June 30, 2022.

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 $6.8 million and $17.1 million for the three and six months ended March 31, 2020.

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.

Revenue Recognition

~~New Accounting Standards~~

~~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.

~~Standards not yet adopted~~

~~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.

3.	~~Revenue Recognition~~

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

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

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 June 30,					Six Months Ended June 30,
	2022			2021		2022			2021
Net sales	$	(18.2	)	$	5.1	$	(23.6	)	$	1.2
Operating income		(23.6	)		3.2		(31.7	)		(0.7	)
Net income		(18.1	)		2.5		(24.3	)		(0.5	)
Diluted earnings per share	$	(0.27	)	$	0.04	$	(0.37	)	$	—

Three Months Ended
March 31,

Six Months Ended
March 31,

2021

2020

2021

2020

Net sales

$
(3.1
)

$
15.6

$
12.7

$
24.8

Operating income

(3.6
)

10.6

11.0

14.6

Net income

(2.8
)

7.6

8.4

10.4

Diluted earnings per share

$
(0.04
)

$
0.11

$
0.12

$
0.15

Disaggregation of Revenue

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


	Three Months Ended June 30, 2022
	Access Equipment		Defense		Fire & Emergency		Commercial		Corporate and Intersegment Eliminations			Total
Point in time	$	965.4	$	2.2	$	271.4	$	167.7	$	(2.2	)	$	1,404.5
Over time		11.7		537.1		5.1		107.6		—			661.5
	$	977.1	$	539.3	$	276.5	$	275.3	$	(2.2	)	$	2,066.0


	Three Months Ended June 30, 2021
	Access Equipment		Defense		Fire & Emergency		Commercial		Corporate and Intersegment Eliminations			Total
Point in time	$	907.1	$	10.1	$	297.8	$	155.7	$	(6.4	)	$	1,364.3
Over time		17.2		700.3		4.7		122.4		(0.1	)		844.5
	$	924.3	$	710.4	$	302.5	$	278.1	$	(6.5	)	$	2,208.8

Three Months Ended March 31, 2021

Access
Equipment

Defense

Fire &
Emergency

Commercial

Corporate and
Intersegment
Eliminations

Total

Point in time

$
721.1

$
10.3

$
307.6

$
126.5

$
(7.0
)

$
1,158.5

Over time

17.1

604.4

4.9

103.5

0.6

730.5

$
738.2

$
614.7

$
312.5

$
230.0

$
(6.4
)

$
1,889.0

Three Months Ended March 31, 2020

Access
Equipment

Defense ^(a)

Fire &
Emergency ^(a)

Commercial

Corporate and Intersegment
Eliminations ^(a)

Total

Point in time

$
670.8

$
9.1

$
236.8

$
118.1

$
(7.0
)

$
1,027.8

Over time

22.2

621.9

5.5

118.6

0.7

768.9

$
693.0

$
631.0

$
242.3

$
236.7

$
(6.3
)

$
1,796.7

Six Months Ended March 31, 2021

Access
Equipment

Defense

Fire &
Emergency

Commercial

Corporate and
Intersegment
Eliminations

Total

Point in time

$
1,269.2

$
29.9

$
576.5

$
241.3

$
(14.2
)

$
2,102.7

Over time

32.7

1,135.1

9.9

184.4

0.7

1,362.8

$
1,301.9

$
1,165.0

$
586.4

$
425.7

$
(13.5
)

$
3,465.5

910

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Six Months Ended June 30, 2022
	Access Equipment		Defense		Fire & Emergency		Commercial		Corporate and Intersegment Eliminations			Total
Point in time	$	1,835.3	$	4.3	$	554.0	$	322.0	$	(4.5	)	$	2,711.1
Over time		24.9		1,070.6		10.4		194.7		—			1,300.6
	$	1,860.2	$	1,074.9	$	564.4	$	516.7	$	(4.5	)	$	4,011.7


	Six Months Ended June 30, 2021
	Access Equipment		Defense		Fire & Emergency		Commercial		Corporate and Intersegment Eliminations			Total
Point in time	$	1,628.2	$	20.4	$	605.4	$	282.2	$	(13.5	)	$	2,522.7
Over time		34.3		1,304.7		9.6		225.9		0.6			1,575.1
	$	1,662.5	$	1,325.1	$	615.0	$	508.1	$	(12.9	)	$	4,097.8

Six Months Ended March 31, 2020

Access
Equipment

Defense ^(a)

Fire &
Emergency ^(a)

Commercial

Corporate and Intersegment
Eliminations ^(a)

Total

Point in time

$
1,366.1

$
13.0

$
487.3

$
237.5

$
(11.9
)

$
2,092.0

Over time

44.8

1,118.4

11.9

223.4

1.3

1,399.8

$
1,410.9

$
1,131.4

$
499.2

$
460.9

$
(10.6
)

$
3,491.8

^(a)	~~Results have been reclassified to reflect the move of the airport snow removal vehicle business from the Fire & Emergency segment to the Defense segment.~~

See Note 2018 of the Notes to Condensed Consolidated Financial Statements for further disaggregated sales information.

Contract Assets and Contract Liabilities

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~~ of ~~$4.5~~$6.0 million and ~~$8.4~~$11.0 million ~~was~~were recorded in “Interest expense” in the Condensed Consolidated Statements of Income for the three and six months ended ~~March 31, 2021,~~June 30, 2022, respectively, and ~~$4.0~~$4.4 million and ~~$7.2~~$8.9 million for the three and six months ended ~~March 31, 2020, respectively.~~June 30, 2021, respectively, for amounts due on 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).:


	June 30,		December 31,
	2022		2021
Customer advances	$	757.1	$	690.9
Other current liabilities		77.2		81.9
Long-term customer advances		550.2		207.0
Other long-term liabilities		59.2		54.9
Total contract liabilities	$	1,443.7	$	1,034.7

March 31,

September 30,

2021

2020

Customer advances

$
706.0

$
491.4

Other current liabilities

66.5

59.5

Other long-term liabilities

106.8

53.7

Total contract liabilities

$
879.3

$
604.6


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Beginning liabilities recognized in revenue	$	196.5	$	158.2	$	314.8	$	288.0

Three Months Ended
March 31,

Six Months Ended
March 31,

2021

2020

2021

2020

Beginning liabilities recognized in revenue

$
129.8

$
117.7

$
317.9

$
290.6

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 ~~and~~or six months ended ~~March 31, 2021~~June 30, 2022 or ~~2020.~~2021.

The Defense segment incurs pre-production engineering, factory setup and other contract fulfillment costs related to products produced for its customers under long-term supply agreements. An asset is recognized for costs incurred to fulfill an existing contract or highly-probable anticipated contract if such costs generate or enhance resources that will be used in satisfying performance obligations in the future and the costs are expected to be recovered. Costs related to customer-owned tooling that will be used in production and for which the customer has provided a non-cancelable right to use the tooling to perform under a long-term supply agreement are also recognized as an asset. Under the Next Generation Delivery Vehicles (NGDV) contract with the United States Postal Service (USPS), the Company has determined that it does not transfer control of any goods or services to the USPS until the construction of the production vehicles. These costs will be amortized over the anticipated production volume of the NGDV contract. Deferred contract fulfillment and customer-owned tooling costs are included in “Other long-term assets” within the Company’s Condensed Consolidated Balance Sheets. The Company periodically assesses its contract fulfillment and customer-owned tooling for impairment. The Company did 0t record any impairment losses on contract fulfillment or customer-owned tooling costs during the three or six months ended June 30, 2022 or 2021. Deferred contract related costs, the majority of which related to the NGDV contract, consisted of the following (in millions):


	June 30,		December 31,
	2022		2021
Costs for anticipated contracts	$	5.5	$	4.9
Engineering costs		147.8		60.0
Factory setup costs		14.5		4.1
Customer-owned tooling		39.0		4.2
Deferred contract related costs	$	206.8	$	73.2

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

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):


	Six Months Ended March 31,						Six Months Ended June 30,
	2021			2020			2022			2021
Balance at beginning of period	$	64.4		$	68.2		$	66.9		$	63.0
Deferred revenue for new service warranties		11.5			11.8			14.8			14.2
Amortization of deferred revenue		(13.2	)		(14.2	)		(10.6	)		(12.6	)
Foreign currency translation		0.2			0.1			(0.5	)		(0.1	)
Balance at end of period	$	62.9		$	65.9		$	70.6		$	64.5

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


	June 30,		December 31,
	2022		2021
Other current liabilities	$	24.4	$	22.3
Other long-term liabilities		46.2		44.6
	$	70.6	$	66.9

March 31,

September 30,

2021

2020

Other current liabilities

$
23.7

$
24.7

Other long-term liabilities

39.2

39.7

$
62.9

$
64.4

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Remaining Performance Obligations

As of ~~March 31, 2021,~~June 30, 2022, the Company had unsatisfied performance obligations for contracts with an original duration greater than one year totaling ~~$5.12~~$8.44 billion, of which ~~$1.93~~$1.48 billion is expected to be satisfied and revenue recognized in the remaining six months of fiscal ~~2021, $2.40~~2022, $2.58 billion is expected to be ~~satisfied and revenue~~ recognized in fiscal ~~2022~~2023 and ~~$781.1 million~~$4.37 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.

Stock-Based Compensation

~~Stock-Based Compensation~~

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 ~~March 31, 2021,~~June 30, 2022, the Company had reserved ~~4,664,003~~3,576,025 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 and six months ended ~~March 31, 2021~~June 30, 2022 was ~~$9.9~~$6.2 million ($~~8.3~~5.1 million net of tax) and ~~$17.3~~$12.7 million ($~~14.7~~10.6 million net of tax), respectively. Total stock-based compensation expense, including cash-based liability awards, for the three and six months ended ~~March 31, 2020~~June 30, 2021 was ~~$7.2~~$6.2 million ($~~6.4~~5.3 million net of tax) and ~~$17.9~~$16.1 million ($~~15.7~~13.6 million net of tax), respectively.

~~Table of Contents~~4.

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Employee Benefit Plans

~~Employee Benefit Plans~~

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Components of net periodic benefit cost
Service cost	$	2.6		$	2.8		$	5.2		$	5.7
Interest cost		4.2			4.1			8.5			8.2
Expected return on plan assets		(5.1	)		(4.9	)		(10.3	)		(9.9	)
Amortization of prior service cost (benefit)		0.6			0.6			1.1			1.1
Amortization of net actuarial loss (gain)		0.2			1.4			0.4			2.6
Expenses paid		0.8			0.8			1.6			1.6
Net periodic benefit cost	$	3.3		$	4.8		$	6.5		$	9.3

Three Months Ended
March 31,

Six Months Ended
March 31,

2021

2020

2021

2020

Components of net periodic benefit cost

Service cost

$
2.9

$
2.6

$
5.8

$
5.1

Interest cost

4.1

4.3

8.2

8.6

Expected return on plan assets

(5.0
)

(5.2
)

(9.9
)

(10.3
)
Amortization of prior service cost

0.5

0.4

1.1

0.8

Amortization of net actuarial loss

1.2

0.8

2.4

1.6

Expenses paid

0.8

1.0

1.5

2.0

Net periodic benefit cost

$
4.5

$
3.9

$
9.1

$
7.8

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Components of net periodic benefit cost
Service cost	$	0.5		$	0.6		$	1.1		$	1.1
Interest cost		0.4			0.3			0.7			0.6
Amortization of prior service cost (benefit)		(0.4	)		(0.4	)		(0.7	)		(0.7	)
Amortization of net actuarial loss (gain)		0.1			0.1			0.2			0.1
Net periodic benefit cost	$	0.6		$	0.6		$	1.3		$	1.1

Three Months Ended
March 31,

Six Months Ended
March 31,

2021

2020

2021

2020

Components of net periodic benefit cost

Service cost

$
0.5

$
0.8

$
1.1

$
1.7

Interest cost

0.3

0.4

0.6

0.8

Amortization of prior service benefit

(0.3
)

(0.3
)

(0.7
)

(0.5
)
Amortization of net actuarial loss (gain)

—

—

0.1

(0.1
)
Net periodic benefit cost

$
0.5

$
0.9

$
1.1

$
1.9

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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.

Income Taxes

~~Income Taxes~~

The Company recorded income tax expense of ~~$33.2 million for the three months ended March 31, 2021, or 25.0% of pre-tax income, compared to $38.3~~$13.7 million, or ~~35.8%~~32.3% of pre-tax income, for the three months ended ~~March 31, 2020.~~June 30, 2022, compared to an income tax benefit of $21.9 million for the three months ended June 30, 2021. Results for the three months ended ~~March 31, 2021~~June 30, 2022 were unfavorably impacted by ~~$1.4~~$1.5 million of net discrete ~~charges, including a $0.8 million charge related to state audit settlements.~~items. Results for the three months ended ~~March 31, 2020~~June 30, 2021 were ~~unfavorably~~ impacted by ~~$11.1~~a $69.9 million ~~of net~~ discrete tax ~~charges, including an $11.4 million charge related~~benefit for the implementation of a plan to ~~a valuation allowance recorded against~~make certain ~~foreign~~tax accounting method changes and change the timing of certain deductible payments, allowing the Company to carry back the net ~~deferred~~operating loss to prior tax ~~assets in Europe and a $1.2 million benefit related to employee stock-based compensation payments.~~years with higher federal statutory tax rates.

The Company recorded income tax expense of ~~$46.4 million for the six months ended March 31, 2021, or 21.5% of pre-tax income, compared to $59.0~~$33.9 million, or ~~28.9%~~55.4% of pre-tax income, for the six months ended ~~March 31, 2020.~~June 30, 2022, compared to $11.3 million, or 3.5% of pre-tax income, for the six months ended June 30, 2021. Results for the six months ended ~~March 31, 2021~~June 30, 2022 were ~~favorably~~unfavorably impacted by ~~$5.3~~$16.9 million of net discrete tax ~~benefits,~~items, including ~~$4.4~~a charge of $18.1 million ~~of uncertain tax benefit reserve releases and $2.1 million of interest income~~ related to ~~amended returns and a $0.8 million charge related to state audit settlements.~~taxes on previous income as the Company revised its interpretation of certain foreign anti-hybrid tax legislation based upon comments from the corresponding tax authorities. Results for the six months ended ~~March 31, 2020~~June 30, 2021 were ~~unfavorably~~favorably impacted by ~~$10.0~~the $69.9 million ~~of net~~ discrete tax charges, including an $11.4 million charge related to a valuation allowance recorded against certain foreign net deferred tax assets in Europe and a $2.7 million benefit related to employee stock-based compensation payments.benefit.

The Company’s liability for gross unrecognized tax benefits, excluding related interest and penalties, was ~~$62.9~~$83.4 million and ~~$79.8~~$41.5 million as of ~~March~~June 30, 2022 and December 31, 2021, respectively. Included in the Company’s June 30, 2022 liability for gross unrecognized tax benefits is a $19.2 million reserve related to foreign anti-hybrid legislation and ~~September 30, 2020, respectively.~~a $22.3 million U.S. federal reserve for a temporary deferred position. As of ~~March 31, 2021,~~June 30, 2022, net unrecognized tax benefits, excluding interest and penalties, of ~~$17.6~~$45.3 million would affect the Company’s net income if recognized.

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits in the “Provision for income taxes” in the Condensed Consolidated Statements of Income. During the six months ended ~~March 31,~~June 30, 2022 and 2021, ~~and 2020,~~ the Company recognized expense of ~~$1.0~~$0.7 million and ~~$0.7~~$0.9 million, respectively, related to interest and penalties. At ~~March 31, 2021,~~June 30, 2022, the Company had accruals for the payment of interest and penalties of ~~$6.7~~$4.2 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 ~~$3.9~~$5.3 million because the Company’s tax positions are sustained on audit, the Company agrees to their disallowance or the statutes of limitations close.

Earnings Per Share

~~Earnings Per Share~~

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Basic weighted-average common shares outstanding		65,613,527		68,781,801		66,001,628		68,648,351
Dilutive stock options and other equity-based compensation awards		395,333		829,844		458,668		802,523
Diluted weighted-average common shares outstanding		66,008,860		69,611,645		66,460,296		69,450,874

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Three Months Ended
March 31,

Six Months Ended
March 31,

2021

2020

2021

2020

Basic weighted-average common shares outstanding

68,513,419

68,281,213

68,375,370

68,189,216

Dilutive stock options and other equity-based compensation awards

775,202

590,811

671,722

717,059

Diluted weighted-average common shares outstanding

69,288,621

68,872,024

69,047,092

68,906,275

~~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:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Shares for stock-based compensation		160,198		—		80,099		—

Three Months Ended
March 31,

Six Months Ended
March 31,

2021

2020

2021

2020

Stock options

—

511,881

242,549

514,069

Receivables

8.	~~Receivables~~

Receivables consisted of the following (in millions):


	June 30, 2022			December 31, 2021
Trade receivables - U.S. government	$	230.9		$	140.7
Trade receivables - other		944.5			797.5
Finance receivables		6.5			8.0
Other receivables		49.2			40.0
		1,231.1			986.2
Less allowance for doubtful accounts		(6.4	)		(4.2	)
	$	1,224.7		$	982.0

March 31,
2021

September 30,
2020

Trade receivables - U.S. government

$
115.1

$
105.8

Trade receivables - other

739.0

734.0

Finance receivables

8.6

18.8

Other receivables

28.9

17.1

891.6

875.7

Less allowance for doubtful accounts

(5.7
)

(9.6
)

$
885.9

$
866.1

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


	June 30, 2022		December 31, 2021
Current receivables	$	1,216.4	$	973.4
Long-term receivables		8.3		8.6
	$	1,224.7	$	982.0

March 31,
2021

September 30,
2020

Current receivables

$
877.1

$
857.6

Long-term receivables

8.8

8.5

$
885.9

$
866.1

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

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


	Three Months Ended June 30, 2022							Three Months Ended June 30, 2021
	Finance Receivables			Trade and Other Receivables		Total		Finance Receivables			Trade and Other Receivables			Total
Allowance at beginning of period	$	0.4		$	5.5	$	5.9	$	1.1		$	4.6		$	5.7
Provision for doubtful accounts, net of recoveries		(0.1	)		0.6		0.5		(0.2	)		(0.8	)		(1.0	)
Allowance at end of period	$	0.3		$	6.1	$	6.4	$	0.9		$	3.8		$	4.7


	Six Months Ended June 30, 2022							Six Months Ended June 30, 2021
	Finance Receivables			Trade and Other Receivables		Total		Finance Receivables			Trade and Other Receivables			Total
Allowance at beginning of period	$	0.5		$	3.7	$	4.2	$	1.4		$	4.4		$	5.8
Provision for doubtful accounts, net of recoveries		(0.2	)		2.4		2.2		(0.5	)		(0.6	)		(1.1	)
Allowance at end of period	$	0.3		$	6.1	$	6.4	$	0.9		$	3.8		$	4.7

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Three Months Ended March 31, 2021

Three Months Ended March 31, 2020

Finance
Receivables

Notes
Receivable

Trade and
Other
Receivables

Total

Finance
Receivables

Notes
Receivable

Trade and
Other
Receivables

Total

Allowance at beginning of period

$
1.4

$
—

$
4.4

$
5.8

$
2.0

$
0.4

$
7.3

$
9.7

Provision for doubtful accounts, net of recoveries

(0.3
)

—

0.2

(0.1
)

1.1

—

2.8

3.9

Charge-off of accounts

—

—

—

—

—

(0.4
)

(0.2
)

(0.6
)
Allowance at end of period

$
1.1

$
—

$
4.6

$
5.7

$
3.1

$
—

$
9.9

$
13.0

Inventories

Six Months Ended March 31, 2021

Six Months Ended March 31, 2020

Finance
Receivables

Notes
Receivable

Trade and
Other
Receivables

Total

Finance
Receivables

Notes
Receivable

Trade and
Other
Receivables

Total

Allowance at beginning of period

$
2.7

$
—

$
6.9

$
9.6

$
2.2

$
0.4

$
8.7

$
11.3

Provision for doubtful accounts, net of recoveries

(1.6
)

—

(2.3
)

(3.9
)

0.9

—

1.4

2.3

Charge-off of accounts

—

—

—

—

—

(0.4
)

(0.2
)

(0.6
)
Allowance at end of period

$
1.1

$
—

$
4.6

$
5.7

$
3.1

$
—

$
9.9

$
13.0

9.	~~Inventories~~

Inventories consisted of the following (in millions):


	June 30, 2022			December 31, 2021
Raw materials	$	1,045.3		$	984.4
Partially finished products		428.0			334.0
Finished products		291.6			239.7
Inventories at FIFO cost		1,764.9			1,558.1
Less: Excess of FIFO cost over LIFO cost		(180.6	)		(175.4	)
	$	1,584.3		$	1,382.7

March 31,
2021

September 30,
2020

Raw materials

$
734.1

$
745.7

Partially finished products

302.0

295.2

Finished products

469.0

565.0

Inventories at FIFO cost

1,505.1

1,605.9

Less: Excess of FIFO cost over LIFO cost

(107.9
)

(100.5
)

$
1,397.2

$
1,505.4

Property, Plant and Equipment

~~10.~~

~~Property, Plant and Equipment~~

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


	June 30, 2022			December 31, 2021
Land and land improvements	$	73.2		$	72.0
Buildings		414.3			410.9
Machinery and equipment		797.8			740.9
Software and related costs		199.2			201.3
Equipment on operating lease to others		10.2			9.9
Construction in progress		107.3			45.3
		1,602.0			1,480.3
Less accumulated depreciation		(927.5	)		(887.1	)
	$	674.5		$	593.2

March 31,
2021

September 30,
2020

Land and land improvements

$
65.6

$
63.9

Buildings

387.6

377.1

Machinery and equipment

711.3

723.7

Software and related costs

182.6

175.6

Equipment on operating lease to others

19.6

21.7

Construction in progress

41.6

35.0

1,408.3

1,397.0

Less accumulated depreciation

(847.1
)

(831.1
)

$
561.2

$
565.9

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Depreciation expense was ~~$20.2~~$21.3 million and ~~$20.4~~$20.7 million for the three months ended ~~March 31,~~June 30, 2022 and 2021, ~~and 2020,~~ respectively. Depreciation expense was ~~$41.7~~$42.0 million and $42.2 million (including ~~$2.8~~$0.8 million of accelerated depreciation related to restructuring actions) ~~and $40.7 million~~ for the six months ended ~~March 31,~~June 30, 2022 and 2021, ~~and 2020,~~ 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.~~years. Cost less accumulated depreciation for equipment on operating lease at ~~March~~June 30, 2022 and December 31, 2021 ~~and September 30, 2020~~ was ~~$16.4~~$9.2 million and ~~$18.9~~$8.9 million, respectively.

~~11.~~

10.

Goodwill and Purchased Intangible Assets

Goodwill and other indefinite-lived intangible assets are not amortized but are reviewed for impairment annually or more frequently if potential interim indicators exist that could result in impairment. The Company performs its annual impairment test in the fourth quarter of its fiscal year. The Company acquired ~~Pratt Miller~~Maxi-Metal on ~~January 19, 2021.~~June 13, 2022. The goodwill and intangible values related to the ~~Pratt Miller~~Maxi-Metal acquisition are preliminary. See Note 1 of the Condensed Consolidated Financial Statements for additional information.

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents changes in goodwill during the six months ended ~~March 31, 2021~~June 30, 2022 (in millions):


	Access Equipment			Defense		Fire & Emergency		Commercial		Total
Net goodwill at December 31, 2021	$	877.6		$	44.4	$	106.1	$	20.9	$	1,049.0
Foreign currency translation		(14.9	)		—		—		—		(14.9	)
Acquisition		—			—		8.9		—		8.9
Net goodwill at June 30, 2022	$	862.7		$	44.4	$	115.0	$	20.9	$	1,043.0

Access
Equipment

Defense

Fire &
Emergency

Commercial

Total

Net goodwill at September 30, 2020

$
882.6

$
—

$
106.1

$
20.8

$
1,009.5

Foreign currency translation

1.5

—

—

0.1

1.6

Acquisition

—

75.4

—

—

75.4

Net goodwill at March 31, 2021

$
884.1

$
75.4

$
106.1

$
20.9

$
1,086.5

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


	June 30, 2022							December 31, 2021
	Gross		Accumulated Impairment			Net		Gross		Accumulated Impairment			Net
Access Equipment	$	1,794.8	$	(932.1	)	$	862.7	$	1,809.7	$	(932.1	)	$	877.6
Defense		44.4		—			44.4		44.4		—			44.4
Fire & Emergency		117.0		(2.0	)		115.0		108.1		(2.0	)		106.1
Commercial		188.5		(167.6	)		20.9		188.5		(167.6	)		20.9
	$	2,144.7	$	(1,101.7	)	$	1,043.0	$	2,150.7	$	(1,101.7	)	$	1,049.0

March 31, 2021

September 30, 2020

Gross

Accumulated
Impairment

Net

Gross

Accumulated
Impairment

Net

Access Equipment

$
1,816.2

$
(932.1
)

$
884.1

$
1,814.7

$
(932.1
)

$
882.6

Defense

75.4

—

75.4

—

—

—

Fire & Emergency

108.1

(2.0
)

106.1

108.1

(2.0
)

106.1

Commercial

188.5

(167.6
)

20.9

196.7

(175.9
)

20.8

$
2,188.2

$
(1,101.7
)

$
1,086.5

$
2,119.5

$
(1,110.0
)

$
1,009.5

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

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


	March 31, 2021									June 30, 2022
	Weighted- Average Life		Gross		Accumulated Amortization			Net		Weighted- Average Life		Gross		Accumulated Amortization			Net
Amortizable intangible assets:
Distribution network		39.2	$	55.3	$	(34.4	)	$	20.9		39.2	$	55.4	$	(36.3	)	$	19.1
Technology-related		11.9		104.8		(103.6	)		1.2		12.0		108.3		(104.1	)		4.2
Customer relationships		12.8		554.2		(546.6	)		7.6		12.6		572.5		(554.2	)		18.3
Other		16.4		16.5		(15.1	)		1.4		12.0		23.5		(20.3	)		3.2
		14.4		730.8		(699.7	)		31.1		14.4		759.7		(714.9	)		44.8
Preliminary acquisition amortizable intangible assets		7.0		32.3		(0.9	)		31.4		5.0		3.8		—			3.8
		14.1		763.1		(700.6	)		62.5		14.4		763.5		(714.9	)		48.6
Non-amortizable trade names				384.8		—			384.8				417.0		—			417.0
			$	1,147.9	$	(700.6	)	$	447.3			$	1,180.5	$	(714.9	)	$	465.6


	December 31, 2021
	Weighted- Average Life		Gross		Accumulated Amortization			Net
Amortizable intangible assets:
Distribution network		39.2	$	55.4	$	(35.6	)	$	19.8
Technology-related		11.9		104.7		(104.0	)		0.7
Customer relationships		12.6		572.6		(551.3	)		21.3
Other		12.1		23.6		(18.5	)		5.1
		14.4		756.3		(709.4	)		46.9
Non-amortizable trade names				417.1		—			417.1
			$	1,173.4	$	(709.4	)	$	464.0

September 30, 2020

Weighted-
Average
Life

Gross

Accumulated
Amortization

Net

Amortizable intangible assets:

Distribution network

39.1

$
55.4

$
(33.8
)

$
21.6

Technology-related

11.9

104.7

(103.3
)

1.4

Customer relationships

12.8

554.7

(545.6
)

9.1

Other

16.3

16.4

(15.0
)

1.4

14.7

731.2

(697.7
)

33.5

Non-amortizable trade names

384.7

—

384.7

$
1,115.9

$
(697.7
)

$
418.2

On March 1, 2022, the Company acquired 2 patents with a combined value of $3.7 million. The technology-related intangible asset is subject to amortization with an estimated life of 14.3 years.

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 six months) ~~- $4.9 million; 2022 - $9.5~~$6.0 million; 2023 - ~~$8.1~~$6.5 million; 2024 - ~~$6.3~~$5.3 million; 2025 - ~~$6.2~~$5.2 million; 2026 - $5.2 million; and ~~2026~~2027 - ~~$6.2~~$4.8 million.

~~12.~~

11.

Credit Agreements

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


	June 30, 2022
	Principal		Debt Issuance Costs			Debt, Net
4.600% Senior notes due May 2028	$	300.0	$	(2.3	)	$	297.7
3.100% Senior notes due March 2030		300.0		(3.1	)		296.9
	$	600.0	$	(5.4	)	$	594.6

Other short-term debt						$	10.0


	December 31, 2021
	Principal		Debt Issuance Costs			Debt, Net
Senior Term Loan	$	225.0	$	(0.2	)	$	224.8
4.600% Senior notes due May 2028		300.0		(2.5	)		297.5
3.100% Senior notes due March 2030		300.0		(3.3	)		296.7
	$	825.0	$	(6.0	)	$	819.0

March 31, 2021

Principal

Debt Issuance Costs

Debt, Net

Senior Term Loan

$
225.0

$
(0.3
)

$
224.7

4.600% Senior notes due May 2028

300.0

(2.8
)

297.2

3.100% Senior notes due March 2030

300.0

(3.6
)

296.4

$
825.0

$
(6.7
)

$
818.3

September 30, 2020

Principal

Debt Issuance Costs

Debt, Net

Senior Term Loan

$
225.0

$
(0.3
)

$
224.7

4.600% Senior notes due May 2028

300.0

(3.0
)

297.0

3.100% Senior notes due March 2030

300.0

(3.8
)

296.2

$
825.0

$
(7.1
)

$
817.9

Other short-term debt

$
5.2

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

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 ~~March 31, 2021,~~June 30, 2022, outstanding letters of credit of ~~$20.5~~$11.6 million reduced available capacity under the Revolving Credit Facility to ~~$829.5 million.~~$1.09 billion.

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%~~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 ~~March 31, 2021,~~June 30, 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 March 31, 2021 was 1.36%.~~

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.

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

•

Leverage Ratio: A maximum leverage ratio (defined as, with certain adjustments, the ratio of the Company’s consolidated indebtedness to 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.

•

Interest Coverage Ratio: A minimum interest coverage ratio (defined as, with certain adjustments, the ratio of the Company’s consolidated EBITDA to the Company’s consolidated cash interest expense for the previous four quarters) as of the last day of any fiscal quarter of 2.50 to 1.00.

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 June 30, 2022.

In March ~~31, 2021.~~2022, the Company entered into a 100.0 million Chinese renminbi uncommitted line of credit to provide short-term finance support to operations in China. There was 12.6 million Chinese renminbi ($1.9 million) outstanding on the uncommitted line of credit as of June 30, 2022. The line of credit carries a variable interest rate that is set by the lender, which was 3.6% at June 30, 2022.

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. There was 54.0 million Chinese renminbi ($8.1 million) outstanding on the uncommitted line of credit as of June 30, 2022. The line of credit carries a variable interest rate that is set by the lender, which was 4.2% at June 30, 2022.

In May 2018, the Company issued ~~$300.0~~$300.0 million of ~~4.600%~~4.600% unsecured senior notes due May 15, 2028 (the “2028 Senior Notes”). In February 2020, the Company issued ~~$300.0~~$300.0 million of ~~3.100%~~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 March 31, 2021, 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. The line of credit carries a variable interest rate that is set by the lender, which was 3.5% at both March 31, 2021 and September 30, 2020.

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The fair value of the long-term debt is estimated based upon Level 2 inputs to reflect the market rate of the Company’s debt. At ~~March 31, 2021,~~June 30, 2022, the fair value of the 2028 Senior Notes and the 2030 Senior Notes was estimated to be ~~$339~~$298 million ($~~342~~338 million at ~~September 30, 2020)~~December 31, 2021) and ~~$310~~$261 million ($~~316~~313 million at ~~September 30, 2020)~~December 31, 2021), respectively. The fair value of the Term Loan approximated its book value at ~~both March~~December 31, ~~2021 and September 30, 2020.~~2021. See Note 1917 of the Notes to Condensed Consolidated Financial Statements for the definition of a Level 2 input.

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

12.

Warranties

~~13.~~

~~Warranties~~

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

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

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


	Six Months Ended June 30,
	2022			2021
Balance at beginning of period	$	65.7		$	64.6
Warranty provisions		24.9			21.9
Settlements made		(29.8	)		(34.3	)
Changes in liability for pre-existing warranties, net		0.3			17.5
Foreign currency translation		(0.3	)		(0.1	)
Acquisition		0.2			0.3
Balance at end of period	$	61.0		$	69.9

Six Months Ended
March 31,

2021

2020

Balance at beginning of period

$
67.4

$
65.1

Warranty provisions

24.1

21.0

Settlements made

(31.2
)

(26.1
)
Changes in liability for pre-existing warranties, net

3.3

5.2

Foreign currency translation

0.1

—

Acquisition

0.3

—

Balance at end of period

$
64.0

$
65.2

~~14.~~

13.

Guarantee Arrangements

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 ~~March 31, 2021~~June 30, 2022 the Company guaranteed an aggregate of ~~$767.8~~$747.6 million in indebtedness of customers. ~~The~~At June 30, 2022, the Company estimated that its maximum loss exposure under these contracts ~~at March 31, 2021~~ was ~~$147.1~~$133.7 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

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

sufficient to avoid losses materially in excess of the amounts reserved. Any losses under these guarantees would generally be mitigated by the value of any underlying collateral, including financed equipment. During periods of economic weakness, collateral values generally decline and can contribute to higher exposure to losses.

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Residual Value Guarantees: The Company is party to multiple agreements whereby at ~~March 31, 2021~~June 30, 2022 the Company guaranteed to support an aggregate of ~~$91.8~~$93.9 million of customer equipment value. ~~The~~At June 30, 2022, the Company estimated that its maximum loss exposure under these contracts ~~at March 31, 2021~~ was ~~$13.3~~$11.0 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 June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Balance at beginning of period	$	10.1		$	13.8		$	12.1		$	14.7
Provision for new credit guarantees		1.0			0.7			2.0			1.1
Changes for pre-existing guarantees, net		1.4			(0.2	)		(1.1	)		(0.6	)
Amortization of previous guarantees		(0.3	)		(0.4	)		(0.8	)		(1.3	)
Foreign currency translation		(0.1	)		(0.1	)		(0.1	)		(0.1	)
Balance at end of period	$	12.1		$	13.8		$	12.1		$	13.8

Three Months Ended
March 31,

Six Months Ended
March 31,

2021

2020

2021

2020

Balance at beginning of period

$
14.7

$
16.0

$
15.5

$
15.8

Adoption of ASC 326

—

—

(0.6
)

—

Provision for new credit guarantees

0.4

1.7

0.9

3.2

Changes for pre-existing guarantees, net

(0.4
)

1.4

(0.2
)

1.4

Amortization of previous guarantees

(0.9
)

(2.8
)

(1.9
)

(4.2
)
Foreign currency translation

—

(0.1
)

0.1

—

Balance at end of period

$
13.8

$
16.2

$
13.8

$
16.2

~~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.

~~15.~~

~~Restructuring and Other Charges~~

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 is relocating 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 did cease all operations in Riversidecontingent portion of the Company’s guarantee liabilities were as 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 recognized a $1.6 million benefit related to restructuring for the three months ended March 31, 2021 as it was able to reach an agreement with the landlord to terminate a lease. Restructuring costs of $3.2 million were recognized for the six months ended March 31, 2021 consisting of long-lived asset impairments, lease termination costs and employee severance costs. The Company incurred additional charges of $3.8 million related to these restructuring actions for the three months ended March 31, 2021, consisting of $3.4 million of inventory obsolescence and $0.4 million of other costs. The Company incurred $7.0 million related to these restructuring actions for the six months ended March 31, 2021, consisting of $2.8 million of accelerated depreciation, $3.8 million of inventory obsolescence and $0.4 million of other costs.follows (in millions):


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Balance at beginning of period	$	9.7		$	6.9		$	4.0		$	6.9
Provision for new credit guarantees		0.5			0.4			1.1			0.7
Changes in allowance for pre-existing guarantees, net		(3.2	)		(0.5	)		1.8			(0.8	)
Foreign currency translation		(0.3	)		—			(0.2	)		—
Balance at end of period	$	6.7		$	6.8		$	6.7		$	6.8

1921

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

14.

Contingencies, Significant Estimates 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 for the three and six months ended March 31, 2021, consisting of severance costs and other post-employment-related benefits.

~~Pre-tax restructuring charges were as follows (in millions):~~

Three Months Ended March 31, 2021

Cost of Sales

Selling, General and
Administrative
Expenses

Total

Access Equipment

$
—

$
(1.6
)

$
(1.6
)
Concentrations

Six Months Ended March 31, 2021

Cost of Sales

Selling, General and
Administrative
Expenses

Total

Access Equipment

$
4.5

$
(1.3
)

$
3.2

Commercial

0.1

—

0.1

Corporate

—

(0.4
)

(0.4
)
Total

$
4.6

$
(1.7
)

$
2.9

~~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

0.4

2.9

Utilized - cash

(6.9
)

—

(2.3
)

(9.2
)
Utilized - noncash

—

(2.3
)

1.6

(0.7
)
Balance at March 31, 2021

$
3.0

$
—

$
—

$
3.0

~~16.~~

~~Contingencies, Significant Estimates and Concentrations~~

Personal Injury Actions and Other - Product and general liability claims are made against the Company from time to time in the ordinary course of business. The Company is generally self-insured for future claims up to ~~$5.0~~$5.0 million per claim. Accordingly, a reserve is maintained for the estimated costs of such claims. At ~~March~~June 30, 2022 and December 31, 2021, ~~and September 30, 2020,~~ the estimated net liabilities for product and general liability claims totaled ~~$35.3~~$42.9 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 ~~$973.5 million~~$1.69 billion and ~~$721.1 million~~$1.24 billion at ~~March~~June 30, 2022 and December 31, 2021, ~~and September 30, 2020,~~ respectively. Open standby letters of credit issued by the Company’s banks in favor of third parties totaled ~~$25.0~~$15.0 million and ~~$64.4~~$22.1 million at ~~March~~June 30, 2022 and December 31, 2021, ~~and September 30, 2020,~~ respectively.

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

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.

15.

Shareholders’ Equity

~~17.~~

~~Shareholders~~’ ~~Equity~~

In May 2019, the Company’s Board of Directors approved a Common Stock repurchase authorization for which there was remaining authority to repurchase 4,109,419 shares of ~~10,000,000 shares.~~Common Stock as of May 3, 2022. On May 3, 2022, the Board of Directors increased the Common Stock repurchase authorization by 7,890,581 shares to 12,000,000 shares as of that date. The Company ~~did 0t repurchase any~~repurchased 1,508,467 shares of ~~its~~ Common Stock under ~~this~~these authorizations during the six months ended June 30, 2022 at a cost of $155.0 million. The Company repurchased 107,138 shares of Common Stock under the then-existing authorization during the six months ended ~~March 31, 2021. The Company repurchased 550,853 shares of Common Stock under this authorization during the six months ended March 31, 2020~~June 30, 2021 at a cost of ~~$40.8~~$13.0 million. As of ~~March 31, 2021,~~June 30, 2022, the Company ~~has~~had remaining authority to repurchase ~~7,459,328~~11,550,677 shares of Common Stock.

16.

Accumulated Other Comprehensive Income (Loss)

~~18.~~

~~Accumulated Other Comprehensive Income (Loss)~~

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


	Three Months Ended June 30, 2022
	Employee Pension and Postretirement Benefits, Net of Tax			Cumulative Translation Adjustments			Derivative Instruments, Net of Tax			Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period	$	(25.2	)	$	(111.7	)	$	3.0		$	(133.9	)
Other comprehensive income (loss) before reclassifications		—			(33.9	)		4.5			(29.4	)
Amounts reclassified from accumulated other comprehensive income (loss)		0.4			—			(0.1	)		0.3
Net current period other comprehensive income (loss)		0.4			(33.9	)		4.4			(29.1	)
Balance at end of period	$	(24.8	)	$	(145.6	)	$	7.4		$	(163.0	)

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)

Balance at beginning of period

$
(94.7
)

$
(70.3
)

$
(0.5
)

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

—

(20.0
)

0.4

(19.6
)
Amounts reclassified from accumulated other comprehensive income (loss)

1.2

—

—

1.2

Net current period other comprehensive income (loss)

1.2

(20.0
)

0.4

(18.4
)
Balance at end of period

$
(93.5
)

$
(90.3
)

$
(0.1
)

$
(183.9
)

Three Months Ended March 31, 2020

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

$
(68.7
)

$
(113.0
)

$
(0.2
)

$
(181.9
)
Other comprehensive income (loss) before reclassifications

—

(28.4
)

0.7

(27.7
)
Amounts reclassified from accumulated other comprehensive income (loss)

0.7

—

—

0.7

Net current period other comprehensive income (loss)

0.7

(28.4
)

0.7

(27.0
)
Balance at end of period

$
(68.0
)

$
(141.4
)

$
0.5

$
(208.9
)

2122

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Three Months Ended June 30, 2021
	Employee Pension and Postretirement Benefits, Net of Tax			Cumulative Translation Adjustments			Derivative Instruments, Net of Tax			Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period	$	(93.5	)	$	(90.3	)	$	(0.1	)	$	(183.9	)
Other comprehensive income (loss) before reclassifications		—			7.7			0.3			8.0
Amounts reclassified from accumulated other comprehensive income (loss)		1.1			—			—			1.1
Net current period other comprehensive income (loss)		1.1			7.7			0.3			9.1
Balance at end of period	$	(92.4	)	$	(82.6	)	$	0.2		$	(174.8	)


	Six Months Ended June 30, 2022
	Employee Pension and Postretirement Benefits, Net of Tax			Cumulative Translation Adjustments			Derivative Instruments, Net of Tax			Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period	$	(25.6	)	$	(105.2	)	$	2.2		$	(128.6	)
Other comprehensive income (loss) before reclassifications		—			(40.4	)		5.4			(35.0	)
Amounts reclassified from accumulated other comprehensive income (loss)		0.8			—			(0.2	)		0.6
Net current period other comprehensive income (loss)		0.8			(40.4	)		5.2			(34.4	)
Balance at end of period	$	(24.8	)	$	(145.6	)	$	7.4		$	(163.0	)


	Six Months Ended June 30, 2021
	Employee Pension and Postretirement Benefits, Net of Tax			Cumulative Translation Adjustments			Derivative Instruments, Net of Tax			Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period	$	(94.7	)	$	(70.3	)	$	(0.5	)	$	(165.5	)
Other comprehensive income (loss) before reclassifications		—			(12.3	)		0.7			(11.6	)
Amounts reclassified from accumulated other comprehensive income (loss)		2.3			—			—			2.3
Net current period other comprehensive income (loss)		2.3			(12.3	)		0.7			(9.3	)
Balance at end of period	$	(92.4	)	$	(82.6	)	$	0.2		$	(174.8	)

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Six 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)

Balance at beginning of period

$
(95.9
)

$
(102.1
)

$
(0.4
)

$
(198.4
)
Other comprehensive income (loss) before reclassifications

—

11.8

0.3

12.1

Amounts reclassified from accumulated other comprehensive income (loss)

2.4

—

—

2.4

Net current period other comprehensive income (loss)

2.4

11.8

0.3

14.5

Balance at end of period

$
(93.5
)

$
(90.3
)

$
(0.1
)

$
(183.9
)

Six Months Ended March 31, 2020

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
)
Other comprehensive income (loss) before reclassifications

—

(8.9
)

0.2

(8.7
)
Amounts reclassified from accumulated other comprehensive income (loss)

1.4

—

—

1.4

Net current period other comprehensive income (loss)

1.4

(8.9
)

0.2

(7.3
)
Balance at end of period

$
(68.0
)

$
(141.4
)

$
0.5

$
(208.9
)

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


	Classification of Income (Expense)	Three Months Ended June 30,						Six Months Ended June 30,
		2022			2021			2022			2021
Amortization of employee pension and postretirement benefits items
Prior service costs	Miscellaneous, net	$	0.2		$	0.2		$	0.4		$	0.4
Actuarial losses	Miscellaneous, net		0.3			1.5			0.6			2.7
Total before tax			0.5			1.7			1.0			3.1
Tax benefit			(0.1	)		(0.6	)		(0.2	)		(0.8	)
Net of tax		$	0.4		$	1.1		$	0.8		$	2.3

Classification of
Income (Expense)

Three Months Ended
March 31,

Six Months Ended
March 31,

2021

2020

2021

2020

Amortization of employee pension and postretirement benefits items

Prior service costs

Miscellaneous, net

$
0.2

$
0.1

$
0.4

$
0.3

Actuarial losses

Miscellaneous, net

1.2

0.8

2.5

1.5

Total before tax

1.4

0.9

2.9

1.8

Tax benefit

(0.2
)

(0.2
)

(0.5
)

(0.4
)
Net of tax

$
1.2

$
0.7

$
2.4

$
1.4

17.

Fair Value Measurement

~~19.~~

~~Fair Value Measurement~~

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.

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The three levels are defined as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than quoted prices in active markets for identical assets or liabilities, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

~~Level 1:~~

~~Unadjusted quoted prices in active markets for identical assets or liabilities.~~

~~Level 2:~~

Observable inputs other than quoted prices in active markets for identical assets or liabilities, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

~~Level 3:~~

~~Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.~~

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


	Level 1		Level 2		Level 3		Total
June 30, 2022
Assets:
SERP plan assets (a)	$	14.1	$	—	$	—	$	14.1
Investment in equity securities (b)		5.6		—		—		5.6
Foreign currency exchange derivatives (c)		—		11.4		—		11.4
Liabilities:
Foreign currency exchange derivatives (c)	$	—	$	0.9	$	—	$	0.9


December 31, 2021
Assets:
SERP plan assets (a)	$	21.3	$	—	$	—	$	21.3
Investment in equity securities (b)		14.2		—		—		14.2
Foreign currency exchange derivatives (c)		—		3.7		—		3.7
Liabilities:
Foreign currency exchange derivatives (c)	$	—	$	0.9	$	—	$	0.9

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Level 1

Level 2

Level 3

Total

March 31, 2021

Assets:

SERP plan assets^(a)

$
21.1

$
—

$
—

$
21.1

Foreign currency exchange derivatives^(b)

—

0.2

—

0.2

Liabilities:

Foreign currency exchange derivatives^(b)

$
—

$
2.6

$
—

$
2.6

(a)

Represents investments held in a rabbi trust for the Company’s non-qualified supplemental executive retirement plan (SERP). The fair values of these investments are determined using a market approach. Investments include mutual funds for which quoted prices in active markets are available. The Company records changes in the fair value of investments in “Miscellaneous, net” in the Condensed Consolidated Statements of Income.

(b)

Represents investments in equity securities for which quoted prices in active markets are available. The Company records changes in the fair value of investments in “Miscellaneous, net” in the Condensed Consolidated Statements of Income.

(c)

Based on observable market transactions of forward currency prices.

18.

Business Segment Information

September 30, 2020

Assets:

SERP plan assets^(a)

$
21.4

$
—

$
—

$
21.4

Liabilities:

Foreign currency exchange derivatives^(b)

$
—

$
2.5

$
—

$
2.5

⁽^a⁾

^(b⁾	~~Based on observable market transactions of forward currency prices.~~

~~20.~~

~~Business Segment Information~~

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, new product development costs, stock-based compensation, costs of certain business initiatives and shared services or operations benefiting multiple segments, and results of insignificant operations. Identifiable assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, certain property, plant and equipment, and certain other assets pertaining to corporate activities. Intersegment sales generally include amounts invoiced by a segment for work performed for another segment. Amounts are based on actual work performed and agreed-upon pricing, which is intended to be reflective of the contribution made by the supplying business segment.

~~Table of Contents~~

~~OSHKOSH CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

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


	Three Months Ended June 30,
	2022								2021
	External Customers		Inter- segment			Net Sales			External Customers		Inter- segment			Net Sales
Net sales:
Access Equipment
Aerial work platforms	$	451.5	$	—		$	451.5		$	450.9	$	—		$	450.9
Telehandlers		309.8		—			309.8			233.5		—			233.5
Other		215.7		0.1			215.8			238.7		1.2			239.9
Total Access Equipment		977.0		0.1			977.1			923.1		1.2			924.3

Defense		538.9		0.4			539.3			709.9		0.5			710.4

Fire & Emergency		275.7		0.8			276.5			298.4		4.1			302.5

Commercial
Refuse collection		143.4		—			143.4			137.4		—			137.4
Concrete mixers		104.6		—			104.6			113.4		—			113.4
Other		26.4		0.9			27.3			26.6		0.7			27.3
Total Commercial		274.4		0.9			275.3			277.4		0.7			278.1
Corporate and intersegment eliminations		—		(2.2	)		(2.2	)		—		(6.5	)		(6.5	)
Consolidated	$	2,066.0	$	—		$	2,066.0		$	2,208.8	$	—		$	2,208.8

Three Months Ended March 31,

2021

2020

External
Customers

Inter-
segment

Net
Sales

External
Customers

Inter-
segment

Net
Sales

Access Equipment

Aerial work platforms

$
358.2

$
—

$
358.2

$
273.7

$
—

$
273.7

Telehandlers

175.2

—

175.2

217.6

—

217.6

Other

203.2

1.6

204.8

201.7

—

201.7

Total Access Equipment

736.6

1.6

738.2

693.0

—

693.0

Defense ^(a)

614.3

0.4

614.7

626.1

4.9

631.0

Fire & Emergency ^(a)

308.7

3.8

312.5

241.9

0.4

242.3

Commercial

Refuse collection

104.4

—

104.4

115.2

—

115.2

Concrete placement

97.3

—

97.3

89.7

—

89.7

Other

27.1

1.2

28.3

30.1

1.7

31.8

Total Commercial

228.8

1.2

230.0

235.0

1.7

236.7

Corporate and intersegment eliminations ^(a)

0.6

(7.0
)

(6.4
)

0.7

(7.0
)

(6.3
)
Consolidated

$
1,889.0

$
—

$
1,889.0

$
1,796.7

$
—

$
1,796.7

^(a)25

~~Results have been reclassified to reflect the move of the airport snow removal vehicle business from the Fire & Emergency segment to the Defense segment.~~

Six Months Ended March 31,

2021

2020

External
Customers

Inter-
segment

Net
Sales

External
Customers

Inter-
segment

Net
Sales

Access Equipment

Aerial work platforms

$
636.2

$
—

$
636.2

$
579.7

$
—

$
579.7

Telehandlers

298.1

—

298.1

419.0

—

419.0

Other

364.7

2.9

367.6

412.2

—

412.2

Total Access Equipment

1,299.0

2.9

1,301.9

1,410.9

—

1,410.9

Defense ^(a)

1,164.3

0.7

1,165.0

1,126.0

5.4

1,131.4

Fire & Emergency ^(a)

578.5

7.9

586.4

494.6

4.6

499.2

Commercial

Refuse collection

206.7

—

206.7

231.1

—

231.1

Concrete placement

165.0

—

165.0

165.4

—

165.4

Other

51.3

2.7

54.0

62.4

2.0

64.4

Total Commercial

423.0

2.7

425.7

458.9

2.0

460.9

Corporate and intersegment eliminations ^(a)

0.7

(14.2
)

(13.5
)

1.4

(12.0
)

(10.6
)
Consolidated

$
3,465.5

$
—

$
3,465.5

$
3,491.8

$
—

$
3,491.8

^(a)	~~Results have been reclassified to reflect the move of the airport snow removal vehicle business from the Fire & Emergency segment to the Defense segment.~~

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Three Months Ended
March 31,

Six Months Ended
March 31,

2021

2020

2021

2020

Operating income (loss):

Access Equipment ^(a)

$
80.5

$
70.8

$
105.4

$
139.8

Defense ^(b)

35.5

59.7

88.3

90.7

Fire & Emergency ^(b)

47.4

19.0

82.5

49.9

Commercial

18.8

8.1

30.7

25.9

Corporate

(41.4
)

(24.0
)

(70.2
)

(63.6
)
Consolidated

140.8

133.6

236.7

242.7

Interest expense, net of interest income

(11.2
)

(20.7
)

(22.6
)

(32.5
)
Miscellaneous other expense

3.1

(5.8
)

1.6

(6.2
)
Income before income taxes and losses of unconsolidated affiliates

$
132.7

$
107.1

$
215.7

$
204.0


	Six Months Ended June 30,
	2022								2021
	External Customers		Inter- segment			Net Sales			External Customers		Inter- segment			Net Sales
Net sales:
Access Equipment
Aerial work platforms	$	891.2	$	—		$	891.2		$	809.1	$	—		$	809.1
Telehandlers		539.5		—			539.5			408.7		—			408.7
Other		429.3		0.2			429.5			441.9		2.8			444.7
Total Access Equipment		1,860.0		0.2			1,860.2			1,659.7		2.8			1,662.5

Defense		1,074.1		0.8			1,074.9			1,324.2		0.9			1,325.1

Fire & Emergency		562.2		2.2			564.4			607.1		7.9			615.0

Commercial
Refuse collection		272.7		—			272.7			241.8		—			241.8
Concrete mixers		189.7		—			189.7			210.7		—			210.7
Other		53.0		1.3			54.3			53.7		1.9			55.6
Total Commercial		515.4		1.3			516.7			506.2		1.9			508.1
Corporate and intersegment eliminations		—		(4.5	)		(4.5	)		0.6		(13.5	)		(12.9	)
Consolidated	$	4,011.7	$	—		$	4,011.7		$	4,097.8	$	—		$	4,097.8

^(a)

Three Months Ended
June 30,

Six Months Ended
June 30,

2022

2021

2022

2021

Operating income (loss):

Access Equipment (a)

$
69.4

$
113.0

$
76.9

$
193.5

Defense

2.1

59.8

21.5

95.3

Fire & Emergency

22.8

44.5

45.2

91.9

Commercial

15.1

29.6

29.4

48.4

Corporate

(40.0
)

(43.1
)

(74.3
)

(84.5
)
Consolidated

69.4

203.8

98.7

344.6

Interest expense, net of interest income

(11.9
)

(11.7
)

(23.5
)

(22.9
)
Miscellaneous other income (expense)

(15.1
)

0.4

(14.0
)

3.5

Income before income taxes and losses of unconsolidated affiliates

$
42.4

$
192.5

$
61.2

$
325.2

(a)

Results for the three and six months ended June 30, 2021 include a $0.2 million charge and $1.4 million benefit for restructuring, respectively. The Company incurred additional charges of $1.1 million and $4.9 million of other costs related to restructuring plans in the three and six months ended June 30, 2021, respectively.

Results for the three and six months ended March 31, 2021 include a $1.6 million benefit and a $3.2 million charge for restructuring, respectively. The Company incurred additional charges of $3.8 million and $7.0 million of other costs related to restructuring plans in the three and six months ended March 31, 2021, respectively.

^(b)	~~Results have been reclassified to reflect the move of the airport snow removal vehicle business from the Fire & Emergency segment to the Defense segment.~~

March 31,
2021

September 30,
2020

Identifiable assets:

Access Equipment:

U.S.

$
1,991.7

$
2,151.4

Europe, Africa and Middle East

445.8

383.4

Rest of the World

375.3

359.0

Total Access Equipment

2,812.8

2,893.8

Defense: ^(a)

U.S.

1,228.7

1,078.7

Rest of the World

4.8

7.2

Total Defense

1,233.5

1,085.9

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

510.5

563.6

Commercial:

U.S.

369.7

370.7

Rest of the World

62.0

47.5

Total Commercial

431.7

418.2

Corporate - U.S. ^(b)

1,355.3

854.4

Consolidated

$
6,343.8

$
5,815.9

^(a)26

~~Results have been reclassified to reflect the move of the airport snow removal vehicle business from the Fire & Emergency segment to the Defense segment.~~

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

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	June 30, 2022		December 31, 2021
Identifiable assets:
Access Equipment:
U.S.	$	2,460.5	$	2,311.8
Europe, Africa and Middle East		429.4		460.3
Rest of the World		360.1		383.0
Total Access Equipment		3,250.0		3,155.1
Defense:
U.S.		1,661.6		1,225.0
Rest of the World		6.8		7.2
Total Defense		1,668.4		1,232.2
Fire & Emergency
U.S.		551.7		511.2
Rest of the World		23.8		—
Total Fire & Emergency		575.5		511.2
Commercial:
U.S.		380.6		379.6
Rest of the World		48.7		45.1
Total Commercial		429.3		424.7
Corporate - U.S. (a)		936.7		1,398.6
Consolidated	$	6,859.9	$	6,721.8

(a)

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

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


	Three Months Ended June 30, 2022
	Access Equipment		Defense		Fire & Emergency		Commercial		Eliminations			Total
Net sales:
North America	$	841.8	$	521.5	$	264.4	$	270.5	$	(2.2	)	$	1,896.0
Europe, Africa and Middle East		67.1		17.4		5.9		0.7		—			91.1
Rest of the World		68.2		0.4		6.2		4.1		—			78.9
Consolidated	$	977.1	$	539.3	$	276.5	$	275.3	$	(2.2	)	$	2,066.0


	Three Months Ended June 30, 2021
	Access Equipment		Defense		Fire & Emergency		Commercial		Eliminations			Total
Net sales:
North America	$	719.9	$	682.4	$	287.4	$	275.6	$	(6.5	)	$	1,958.8
Europe, Africa and Middle East		75.7		25.4		9.8		0.5		—			111.4
Rest of the World		128.7		2.6		5.3		2.0		—			138.6
Consolidated	$	924.3	$	710.4	$	302.5	$	278.1	$	(6.5	)	$	2,208.8


	Six Months Ended June 30, 2022
	Access Equipment		Defense		Fire & Emergency		Commercial		Eliminations			Total
Net sales:
North America	$	1,574.7	$	1,045.8	$	539.8	$	509.8	$	(4.5	)	$	3,665.6
Europe, Africa and Middle East		148.1		28.4		5.9		1.6		—			184.0
Rest of the World		137.4		0.7		18.7		5.3		—			162.1
Consolidated	$	1,860.2	$	1,074.9	$	564.4	$	516.7	$	(4.5	)	$	4,011.7

Three Months Ended March 31, 2021

Access
Equipment

Defense

Fire &
Emergency

Commercial

Eliminations

Total

Net sales:

North America

$
555.4

$
551.2

$
296.8

$
228.0

$
(6.4
)

$
1,625.0

Europe, Africa and Middle East

82.8

63.0

13.3

0.5

—

159.6

Rest of the World

100.0

0.5

2.4

1.5

—

104.4

Consolidated

$
738.2

$
614.7

$
312.5

$
230.0

$
(6.4
)

$
1,889.0

Three Months Ended March 31, 2020

Access Equipment

Defense ^(a)

Fire & Emergency ^(a)

Commercial

Eliminations ^(a)

Total

Net sales:

North America

$
553.9

$
612.0

$
234.3

$
234.0

$
(6.3
)

$
1,627.9

Europe, Africa and Middle East

84.7

17.7

0.3

0.6

—

103.3

Rest of the World

54.4

1.3

7.7

2.1

—

65.5

Consolidated

$
693.0

$
631.0

$
242.3

$
236.7

$
(6.3
)

$
1,796.7

Six Months Ended March 31, 2021

Access
Equipment

Defense

Fire &
Emergency

Commercial

Eliminations

Total

Net sales:

North America

$
960.7

$
1,045.4

$
549.8

$
422.5

$
(13.5
)

$
2,964.9

Europe, Africa and Middle East

157.2

118.3

26.3

0.7

—

302.5

Rest of the World

184.0

1.3

10.3

2.5

—

198.1

Consolidated

$
1,301.9

$
1,165.0

$
586.4

$
425.7

$
(13.5
)

$
3,465.5

Six Months Ended March 31, 2020

Access
Equipment

Defense ^(a)

Fire &
Emergency ^(a)

Commercial

Eliminations ^(a)

Total

Net sales:

North America

$
1,101.0

$
1,104.8

$
472.7

$
452.8

$
(10.6
)

$
3,120.7

Europe, Africa and Middle East

158.9

23.8

0.7

0.9

—

184.3

Rest of the World

151.0

2.8

25.8

7.2

—

186.8

Consolidated

$
1,410.9

$
1,131.4

$
499.2

$
460.9

$
(10.6
)

$
3,491.8

^(a)27

~~Results have been reclassified to reflect the move of the airport snow removal vehicle business from the Fire & Emergency segment to the Defense segment.~~

Table of Contents

OSHKOSH CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Six Months Ended June 30, 2021
	Access Equipment		Defense		Fire & Emergency		Commercial		Eliminations			Total
Net sales:
North America	$	1,275.3	$	1,233.6	$	584.2	$	503.6	$	(12.9	)	$	3,583.8
Europe, Africa and Middle East		158.5		88.4		23.1		1.0		—			271.0
Rest of the World		228.7		3.1		7.7		3.5		—			243.0
Consolidated	$	1,662.5	$	1,325.1	$	615.0	$	508.1	$	(12.9	)	$	4,097.8

Table of Contents

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

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

Cautionary Statement About Forward-Looking Statements

This ~~Management’s~~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; the negative impacts of the COVID-19 pandemic on global economies and~~freight 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; ~~potential~~the impacts of budget constraints facing the U.S. Postal Service (USPS) and continuously changing demands for postal services; risks related to facilities expansion, consolidation 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; 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, particularly as demand rebounds from the COVID-19 pandemic;~~ 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 ~~April~~July 28, ~~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.

2729

Table of Contents

General

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, ~~supply~~weapons system integration and parts ~~and services~~ sold to the U.S. military and to other militaries around the world, ~~other specialty~~delivery vehicles for the ~~U.S. government, as well as~~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.

~~Executive~~ Overview

The Company reported earnings per share of ~~$1.44 in~~$0.41 for the second quarter of fiscal ~~2021, which significantly exceeded earnings~~2022, down from $3.07 per share for the three months ended June 30, 2021. Results for the three months ended June 30, 2021 included a $69.9 million, or $1.00 per share, tax benefit associated with the carryback of ~~$0.99 in the second quarter of fiscal 2020.~~a U.S. net operating loss to prior years with higher federal statutory rates. Results for the second quarter of fiscal ~~2021 included after-tax charges~~2022 were below the Company’s expectations as supply chain challenges and inflation were greater than anticipated. The Company remains focused on mitigating these impacts and are confident that these headwinds will subside. While the Company has priced for inflation in its non-Defense segments, short-term results have been impacted by the timing between when the price increases can be implemented and the cost increases. The Company started to see the benefit of ~~$2.5 million, or $0.04 per share, associated with restructuring~~its previous pricing actions in the ~~Access Equipment segment. Results for~~second quarter and believes that the impact of higher pricing will become even more impactful in the second ~~quarter~~half of fiscal 2020 included an after-tax charge of $6.5 million, or $0.10 per share, associated with the refinancing of the Company’s senior notes and a valuation allowance on deferred tax assets in Europe of $11.4 million, or $0.16 per share.2022.

Consolidated ~~net~~ sales in the second quarter of fiscal ~~2021 increased $92.3 million, or 5.1%, to $1.89 billion~~2022 decreased 6.5 percent compared to the second quarter of fiscal 2020. The COVID-19 pandemic negatively impacted sales in both the Access Equipment and Fire & Emergency segments in the second quarter of fiscal 2020. As a result of positive vaccination progress and the confidence that bringsthree months ended June 30, 2021 to the marketplace, demand across the Company, and particularly in the Access Equipment segment, has come back stronger and faster than the Company expected. In the quarter, the Company’s production rates returned to pre COVID-19 pandemic levels. As the economy rebounds the Company is facing significant supply chain challenges, including global semiconductor and resin shortages. The Company’s supply chain team members and third-party suppliers have worked hard to maintain production, but supply chain disruptions will likely remain a risk the Company will continue to manage for the duration of fiscal 2021.

Consolidated operating income increased $7.2 million to $140.8 million, or 7.5% of sales, in the second quarter of fiscal 2021 compared to $133.6 million, or 7.4% of sales, in the second quarter of fiscal 2020. The increase in consolidated operating income was primarily due to improved product mix, the impact of higher gross margin associated with higher sales volume and lower spending resulting from the COVID-19 pandemic, offset in part by higher incentive compensation accruals and a decrease in cumulative catch-up adjustments on contract margins in the Defense segment. Results for the second quarter of fiscal 2021 included a $0.04 per share charge for cumulative catch-up adjustments on contract margins in the Defense segment compared to a $0.11 per share gain in the second quarter of fiscal 2020.

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 $116.1 million. Pratt Miller results are included in the Defense segment from the date of acquisition.

~~Table of Contents~~

On February 23, 2021, the Company was notified that the USPS selected the Company to build its Next Generation Delivery Vehicle (NGDV). The indefinite delivery, indefinite quantity (IDIQ) contract allows the USPS to purchase between 50,000 to 165,000 units over 10 years. The NGDV provides the USPS the ability to significantly modernize its delivery fleet with improved safety, reliability, sustainability and cost-efficiency as well as a much better working experience for the nation’s postal carriers. The Company’s offering provides the USPS with both zero-emission battery electric vehicles (BEV) and fuel efficient, low emission internal combustion engine (ICE) vehicles. The vehicle design also provides the USPS with the flexibility of converting ICE units to BEV in the future. The initial $482 million contract provides for engineering to finalize the production vehicle design, and for tooling and factory build-out activities that are necessary prior to vehicle production. The Company expects to begin delivering production vehicles ~~in the second half of calendar 2023. The USPS production will be included with the Company’s Defense segment.~~

~~Orders in the Access Equipment segment were strong in the second quarter of fiscal 2021, leading to a solid backlog of $1.5~~$2.07 billion for this segment at March 31, 2021, up 80% compared to March 31, 2020. Since most third-party forecasts project non-residential construction to be down in calendar 2021, the Company believes replacement demand is driving access equipment sales growth. Fleet ages are elevated throughout the North American access equipment market and the Company believes the need to replace these aged fleets will be a driver for new equipment sales in the coming quarters. The Company is further encouraged that demand has returned across a broad cross section of its customers, which the Company believes signals a healthy and robust market. Steel prices remain at record highs and the Access Equipment segment initiated price increases for new units ordered beginning in early March 2021. Much like the Company experienced in fiscal 2018, when steel costs increased significantly, there will be a lag in the benefit until orders that were in backlog prior to the price increase are delivered.

During the second quarter of fiscal 2021, the Defense segment reorganized production lines in Oshkosh, Wisconsin. The new production line incorporates industry leading technology to further optimize the manufacturing process. The Defense segment experienced higher costs and inefficiencies in the second quarter of fiscal 2021 as part of the move.

~~The Fire & Emergency segment finished the second quarter of fiscal 2021 with a solid backlog of $1.3 billion. Orders in this segment in the quarter were lower year over year as expected,~~ largely due to COVID-19 pandemic-related impacts on municipal budgets. The Company continues to monitor municipal budgets and believes that the North American fire truck market will decline modestly over the next few quarters as a result of ~~the pandemic.~~

~~The Company’s simplification and innovation strategy~~an anticipated decline in the Commercial segment is working, and the Company believes that margins will continue to improve in the segment over the long-term. The Company is seeing solid recovery in quote and order activity for concrete mixers and refuse collection vehicles as the Company believes business is improving as customers move beyond the COVID-19 pandemic. The Company believes the reopening of the U.S. is driving increased refuse collection and construction is picking up again, as evidenced by the Commercial segment’s higher year over year backlog.

Solid performance in the first half of fiscal 2021 as well as the improved visibility for the second half of the year have positioned the Company to reinstate quantitative expectations. The Company has solid backlogs in all segments and has seen a significant reduction in COVID-19 related absenteeism from the first quarter of fiscal 2021. While the Company’s supply chain teams have kept its manufacturing lines running, the Company still faces supply chain risks for the remainder of fiscal 2021 and it is possible that supplier shortages could interrupt production in the back half of fiscal 2021. The Company’s expectations assume no major production interruptions as a result of supply chain shortages.

The Company estimates consolidated sales will be $7.75 billion to $7.95 billion in fiscal 2021, compared to $6.86 billion in fiscal 2020. The Company expects consolidated operating income will be in the range of $592.5 million to $637.5 million, resulting in earnings per share of $6.10 to $6.60. The fiscal 2021 estimates include $16.5 million, or $0.24 per share, of restructuring-related costs in the Access Equipment segment and $1.0 million, or $0.01 per share, of business acquisition costs in the Defense segment. The fiscal 2021 estimates assume an average share count of 69.3 million.

The Company believes Access Equipment segment sales will be between $3.15 billion and $3.35 billion in fiscal 2021, a 25.2% to 33.2% increase compared to fiscal 2020 sales. The Company’s estimates reflect expectations of sales growth in most regions as the world comes out of the COVID-19 pandemic. The Company expects operating income margin in the Access Equipment segment in fiscal 2021 will be in the range of 10.00% to 10.75%. The Access Equipment operating income estimate included $16.5 million, or 50 basis points, of restructuring-related costs. The Company expects an approximately $30 million net headwind in the Access Equipment segment from elevated steel prices, primarily impact the fourth quarter of fiscal 2021.

~~Table of Contents~~

~~The Company expects~~ Defense segment sales ~~will be approximately $2.5 billion in fiscal 2021, an increase of 8.2% compared to fiscal 2020. The fiscal 2021 estimate reflects additional~~ ~~Joint Light Tactical Vehicle (JLTV) production, higher aftermarket sales, the benefit of Pratt Miller sales~~ and lower Family of Heavy Tactical Vehicle (FHTV) sales. The Company expects Defense segment operating income margin will be approximately 8.0% in fiscal 2021, reflecting expected higher new product development spending, manufacturing inefficiencies associated with the start of a new production line and lower cumulative catch-up adjustments compared to fiscal 2020.

The Company expects Fire & Emergency segment sales will be approximately $1.2 billion in fiscal 2021, approximately $90 million higher than fiscal 2020. The increase in expected Fire & Emergency segment sales is primarily due to a return to more normal production and customer deliveries, as interruptions due to COVID-19 have declined. The Company expects operating marginsupply chain disruptions in the Fire & Emergency segment, ~~to increase to approximately 14% in fiscal 2021 as a result of the increased sales volume.~~

The Company estimates Commercial segment sales will be approximately $925 million in fiscal 2021, down slightly from fiscal 2020 as a result of the sale of the concrete batch plant business in July 2020. The Company expects Commercial segment operating income margins to be approximately 7% in fiscal 2021. The Company expects margins will be impacted in the second half of the year as a result of the rapid increase in steel costs as well as inefficiencies associated with the unbalanced supply of third-party chassis.

The Company estimates corporate expenses in fiscal 2021 will be between $150 million and $155 million, an increase of $25 million to $30 million from fiscal 2020 primarily as a result of higher incentive compensation expense levels. The Company estimates its effective tax rate for 2021 will be approximately 22%.

The Company expects consolidated sales in the third quarter of fiscal 2021 to be up approximately 40% compared to the third quarter of fiscal 2020, with the Access Equipment and Defense segments up most significantly. The Company expects Commercial segment sales to be up a high single digit percentage in the third quarter of fiscal 2021 compared to the third quarter of fiscal 2020 as its markets rebound. The Company expects Fire & Emergency segment sales to be approximately flat in the third quarter of fiscal 2021 compared to the third quarter of fiscal 2020. The Company benefited from approximately $60 million of temporary cost reductions in the third quarter of fiscal 2020. The Company expects this to be a headwind to incremental margins in the third quarter of fiscal 2021 as the Company’s spending will begin to return to more typical levels in the third quarter of fiscal 2021 with increased business activity.

~~Results of Operations~~

~~Analysis of Consolidated Net Sales~~

~~The following table presents net sales by business segment (in millions):~~

Second Quarter Fiscal

First Six Months Fiscal

2021

2020

2021

2020

Net sales:

Access Equipment

$
738.2

$
693.0

$
1,301.9

$
1,410.9

Defense

614.7

631.0

1,165.0

1,131.4

Fire & Emergency

312.5

242.3

586.4

499.2

Commercial

230.0

236.7

425.7

460.9

Intersegment eliminations and other

(6.4
)

(6.3
)

(13.5
)

(10.6
)

$
1,889.0

$
1,796.7

$
3,465.5

$
3,491.8

~~SecondQuarter Fiscal~~ ~~2021~~ ~~Compared to~~ ~~2020~~

Consolidated net sales in the second quarter of fiscal 2021 increased $92.3 million, or 5.1%, compared to the second quarter of fiscal 2020 as a result of higher Fire & Emergency and Access Equipment segment sales, offset in part by lower sales in the Defense segment.

~~Table of Contents~~

Access Equipment segment net sales in the second quarter of fiscal 2021 increased $45.2 million, or 6.5%, compared to the second quarter of fiscal 2020 as a result of improved market demand in Asia and North America. The second quarter of fiscal 2020 was impacted by low market demand, due in large part to the global economic shutdown as a result of the COVID-19 pandemic.

Defense segment net sales in the second quarter of fiscal 2021 decreased $16.3 million, or 2.6%, compared to the second quarter of fiscal 2020 due to lower Family of Medium Tactical Vehicle (FMTV) sales volume and an $18.7 million decrease in cumulative catch-up adjustments on contracts, offset in part by higher FHTV sales volume and sales of Pratt Miller ($18 million) after its acquisition on January 19, 2021. Changes in estimates on contracts accounted for under the cost-to-cost method resulted in unfavorable cumulative catch-up adjustments on contract revenues of $3.1 million in the second quarter of fiscal 2021 primarily a result of higher cost estimates. Changes in estimates on contracts accounted for under the cost-to-cost method resulted in favorable adjustments of $15.6 million in the second quarter of fiscal 2020 primarily a result of adding new orders received during the quarter to the estimate at completion calculations.

Fire & Emergency segment net sales in the second quarter of fiscal 2021 increased $70.2 million, or 29.0%, compared to the second quarter of fiscal 2020. Sales in the second quarter of fiscal 2020 were negatively impacted due to delayed deliveries resulting from a supplier quality issue and travel restrictions related to the COVID-19 pandemic that prevented customers from inspecting and accepting vehicles. In addition, Aircraft Rescue and Firefighting (ARFF) vehicle volume was higher in the second quarter of fiscal 2021 as two multi-unit awards were recognized in the quarter.

Commercial segment net sales in the second quarter of fiscal 2021 decreased $6.7 million, or 2.8%, compared to the second quarter of fiscal 2020 due to lower refuse collection vehicle 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, offset in part by the an increase in concrete mixer volume. Front-discharge concrete mixer volume was low in the prior year second quarter as a result of the ramp-up of production to a new model. Concrete batch plant sales were $6.8 million in the second quarter of fiscal 2020.

~~First Six Months of Fiscal 2021 Compared to 2020~~

Consolidated net sales decreased $26.3 million, or 0.8%, to $3.47 billion in the first six months of fiscal 2021 compared to the first six months of fiscal 2020 as a result of a decrease in sales in the Access Equipment and Commercial segment, offset in part by higher Fire & Emergency and Defense segment sales.

Access Equipment segment net sales decreased $109.0 million, or 7.7%, to $1.30 billion in the first six months of fiscal 2021 compared to the first six months of fiscal 2020. The decrease in sales was due to lower market demand through the first quarter of fiscal 2021 resulting from the economic downturn caused by the COVID-19 pandemic.

Defense segment net sales increased $33.6 million, or 3.0%, to $1.17 billion in the first six months of fiscal 2021 compared to the first six months of fiscal 2020 due to sales of Pratt Miller ($18 million) after its acquisition on January 19, 2021 and higher aftermarket parts & service sales, offset in part by a $12.1 million decrease in cumulative catch-up adjustments on contracts.

Fire & Emergency segment net sales increased $87.2 million, or 17.5%, to $586.4 million in the first six months of fiscal 2021 compared to the first six months of fiscal 2020 due to higher ARFF vehicle volume as a number of multi-unit awards were recognized in the first half of fiscal 2021 and higher firefighting vehicle sales. Sales of firefighting vehicles in the second quarter of fiscal 2020 were negatively impacted due to delayed deliveries resulting from a supplier quality issue and travel restrictions related to the COVID-19 pandemic that prevented customers from inspecting and accepting vehicles.

Commercial segment net sales decreased $35.2 million, or 7.6%, to $425.7 million in the first six months of fiscal 2021 compared to the first six months of 2020 on lower refuse collection vehicle 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 $17.1 million in the first six months of fiscal 2020.

~~Table of Contents~~

~~Analysis of Consolidated Cost of Sales~~

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

Second Quarter Fiscal

First Six Months Fiscal

2021

2020

2021

2020

Cost of sales:

Access Equipment

$
603.3

$
563.6

$
1,089.8

$
1,146.3

Defense

545.3

543.2

1,016.1

985.3

Fire & Emergency

242.5

201.1

460.7

403.3

Commercial

190.3

202.2

355.5

384.5

Intersegment eliminations and other

(7.5
)

(5.8
)

(14.3
)

(9.5
)

$
1,573.9

$
1,504.3

$
2,907.8

$
2,909.9

~~Second Quarter Fiscal~~ ~~2021~~ ~~Compared to~~ ~~2020~~

Consolidated cost of sales in the second quarter of fiscal 2021 was $1.57 billion, or 83.3% of sales, compared to $1.50 billion, or 83.7% of sales, in the second quarter of fiscal 2020. The 40 basis point decrease in cost of sales as a percentage of sales was primarily due to favorable product mix (120 basis points), improved manufacturing efficiencies (20 basis points), relatively flat engineering costs on higher sales (20 basis points) and lower product liability costs (20 basis points), offset in part by higher material costs (60 basis points), lower cumulative catch-up adjustments on contract margins in the Defense segment in the second quarter of fiscal 2021 (50 basis points) and higher incentive compensation accruals (50 basis points).

Access Equipment segment cost of sales in the second quarter of fiscal 2021 was $603.3 million, or 81.7% of sales, compared to $563.6 million, or 81.3% of sales, in the second quarter of fiscal 2020. The 40 basis point increase in cost of sales as a percentage of sales was largely due to unfavorable price/cost dynamics (130 basis points) and higher incentive compensation accruals (80 basis points), offset in part by improved ~~product mix (70 basis points), improved manufacturing efficiencies (50 basis points) and relatively flat engineering costs on higher sales (30 basis points).~~

Defense segment cost of sales in the second quarter of fiscal 2021 was $545.3 million, or 88.7% of sales, compared to $543.2 million, or 86.1% of sales, in the second quarter of fiscal 2020. The 260 basis point increase in cost of sales as a percentage of sales was the result of lower cumulative catch-up adjustments on contract margins in the second quarter of fiscal 2021 (180 basis points) and production inefficiencies (130 basis points), offset in part by improved product mix (80 basis points).

Fire & Emergency segment cost of sales in the second quarter of fiscal 2021 was $242.5 million, or 77.6% of sales, compared to $201.1 million, or 83.0% of sales, in the second quarter of fiscal 2020. The 540 basis point decrease in cost of sales as a percentage of sales was primarily attributable to the absence of manufacturing inefficiencies experienced in the second quarter of the prior year (160 basis points), favorable product mix (140 basis points), improved pricing (120 basis points) and relatively flat engineering costs on higher sales (90 basis points).

Commercial segment cost of sales in the second quarter of fiscal 2021 was $190.3 million, or 82.7% of sales, compared to $202.2 million, or 85.4% of sales, in the second quarter of fiscal 2020. The 270 basis point decrease in cost of sales as a percentage of sales was primarily attributable to favorable mix (220 basis points), lower product liability costs (210 basis points) and lower warranty costs (80 basis points), offset in part by higher material costs (170 basis points) and unfavorable fixed manufacturing absorption (80 basis points).

~~First Six Months of Fiscal 2021 Compared to 2020~~

Consolidated cost of sales was $2.91 billion, or 83.9% of sales, in the first six months of fiscal 2021 compared to $2.91 billion, or 83.3% of sales, in the first six months of fiscal 2020. The 60 basis point increase in cost of sales as a percentage of sales was due to unfavorable price/cost dynamics (60 basis points), costs associated with restructuring actions in the Access Equipment segment (50 basis points), unfavorable fixed manufacturing absorption as a result of lower production volume (40 basis points) and higher incentive compensation (20 basis points), offset in part by favorable product mix (110 basis points).

~~Table of Contents~~pricing.

Access Equipment segment cost of sales was $1.09 billion, or 83.7% of sales, in the first six months of fiscal 2021 compared to $1.15 billion, or 81.2% of sales, in the first six months of fiscal 2020. The 250 basis point increase in cost of sales as a percentage of sales was due to unfavorable price/cost dynamics (110 basis points), unfavorable fixed manufacturing absorption as a result of lower production volume (90 basis points), costs associated with restructuring actions (80 basis points) and higher incentive compensation accruals (60 basis points), offset in part by improved product mix (80 basis points).

Defense segment cost of sales was $1,016.1 million, or 87.2% of sales, in the first six months of fiscal 2021 compared to $985.3 million, or 87.1% of sales, in the first six months of fiscal 2020. Production inefficiencies (80 basis points) and higher engineering and product development costs (50 basis points) were offset by improved product mix (130 basis points).

Fire & Emergency segment cost of sales was $460.7 million, or 78.6% of sales, in the first six months of fiscal 2021 compared to $403.3 million, or 80.8% of sales, in the first six months of fiscal 2020. The 220 basis point decrease in cost of sales as a percentage of sales was primarily attributable to improved pricing (110 basis points), relatively flat engineering costs on higher sales (60 basis points) and favorable product mix (50 basis points).

Commercial segment cost of sales was $355.5 million, or 83.5% of sales, in the first six months of fiscal 2021 compared to $384.5 million, or 83.4% of sales, in the first six months of fiscal 2020. Unfavorable fixed manufacturing absorption as a result of lower production volume (180 basis points) and higher material costs (110 basis points) was essentially offset by favorable product mix (150 basis points), lower product liability costs (110 basis points) and lower warranty costs (40 basis points).

~~Analysis of Consolidated Operating Income (Loss)~~

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

Second Quarter Fiscal

First Six Months Fiscal

2021

2020

2021

2020

Operating income (loss):

Access Equipment

$
80.5

$
70.8

$
105.4

$
139.8

Defense

35.5

59.7

88.3

90.7

Fire & Emergency

47.4

19.0

82.5

49.9

Commercial

18.8

8.1

30.7

25.9

Corporate

(41.4
)

(24.0
)

(70.2
)

(63.6
)

$
140.8

$
133.6

$
236.7

$
242.7

~~Second Quarter Fiscal~~ ~~2021~~ ~~Compared to~~ ~~2020~~

Consolidated operating income in the second quarter of fiscal ~~2021 increased 5.4%~~2022 decreased 65.9 percent to ~~$140.8~~$69.4 million, or ~~7.5%~~3.4 percent of sales, compared to ~~$133.6~~$203.8 million, or ~~7.4%~~9.2 percent of sales, for the three months ended June 30, 2021. The decrease was primarily due to the impact of the lower sales volume, unfavorable price/cost dynamics, manufacturing inefficiencies, largely associated with supply chain disruptions, and unfavorable cumulative catch-up adjustments on contracts in the Defense segment, offset in part by lower incentive compensation costs. The Company recorded unfavorable cumulative catch-up adjustments on contracts in the Defense segment as a result of cost projections that indicated more persistent inflation.

The lower operating income and an unrealized loss on the Company’s investment in a stock contributed to the decrease in earnings per share in the second quarter of fiscal ~~2020.~~ 2022 compared to the three months ended June 30, 2021.

The ~~increase~~Company’s most recent prior earnings guidance required inflation to moderate and supply chain constraints to improve. These have not occurred. While the Company continues to realize the benefit of pricing, inflation has been more persistent than prior expectations. Significant supply chain disruptions also continue, despite relentless engagement with the Company’s supply base, which is reducing sales volume and increasing manufacturing inefficiencies. As a result of these factors, the Company does not expect to achieve its most recent fiscal 2022 earnings per share guidance range of $4.75 to $5.75. The Company now believes that earnings per share in fiscal 2022 will be in the range of $3.25, including the impact of a $0.25 charge related to taxes on income generated in prior periods for foreign anti-hybrid taxes recorded in the first quarter of fiscal 2022. Current supply chain and inflationary conditions make it difficult to provide an accurate updated earnings per share guidance range. The Company’s earnings per share expectation assumes the current supply chain and inflationary conditions will continue through the remainder of the year; if they deteriorate or improve, actual results could differ.

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RESULTS OF OPERATIONS

CONSOLIDATED RESULTS

The following table presents consolidated results (in millions):


	Three Months Ended June 30,												Six Months Ended June 30,
	2022			2021			Change			% Change			2022			2021			Change			% Change
Net sales	$	2,066.0		$	2,208.8		$	(142.8	)		-6.5	%	$	4,011.7		$	4,097.8		$	(86.1	)		-2.1	%
Cost of sales		1,825.9			1,824.2			1.7			0.1	%		3,570.3			3,398.1			172.2			5.1	%
Gross income		240.1			384.6			(144.5	)		-37.6	%		441.4			699.7			(258.3	)		-36.9	%
% of sales		11.6	%		17.4	%		-580 bps						11.0	%		17.1	%		-610 bps
SG&A expenses		167.9			177.6			(9.7	)		-5.5	%		337.1			349.6			(12.5	)		-3.6	%
Amortization		2.8			3.2			(0.4	)		-12.5	%		5.6			5.5			0.1			1.8	%
Operating income		69.4			203.8			(134.4	)		-65.9	%		98.7			344.6			(245.9	)		-71.4	%
% of sales		3.4	%		9.2	%								2.5	%		8.4	%

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


	Three Months Ended June 30,										Six Months Ended June 30,
	2022		2021		Change			% Change			2022		2021		Change			% Change
North America	$	1,896.0	$	1,958.8	$	(62.8	)		-3.2	%	$	3,665.6	$	3,583.8	$	81.8			2.3	%
Europe, Africa and Middle East		91.1		111.4		(20.3	)		-18.2	%		184.0		271.0		(87.0	)		-32.1	%
Rest of the World		78.9		138.6		(59.7	)		-43.1	%		162.1		243.0		(80.9	)		-33.3	%
	$	2,066.0	$	2,208.8	$	(142.8	)		-6.5	%	$	4,011.7	$	4,097.8	$	(86.1	)		-2.1	%

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021

Consolidated net sales decreased as a result of an anticipated decline in Defense segment sales and lower sales volume in the Fire & Emergency segment largely as a result of supply chain disruptions, offset in part by improved pricing ($114 million).

The decrease in consolidated gross margin was due to higher material & logistics costs (780 basis points), manufacturing inefficiencies (160 basis points) largely as a result of supply chain disruptions and unfavorable cumulative catch-up adjustments on contracts in the Defense segment (110 basis points), offset in part by improved pricing (420 basis points).

The decrease in consolidated selling, general and administrative expenses was generally due to lower incentive compensation costs ($17 million), offset in part by increased travel costs ($2 million) and higher software implementation costs ($2 million).

The decrease in consolidated operating income was primarily due to higher material & logistics costs ($159 million), the impact of lower gross margin associated with lower sales volume ($54 million), manufacturing inefficiencies ($30 million) and unfavorable cumulative catch-up adjustments on contracts in the Defense segment ($23 million), offset in part by improved ~~product~~pricing ($114 million) and lower incentive compensation costs ($25 million).

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

Consolidated net sales decreased as a result of lower sales volumes ($235 million) offset in part by improved pricing ($163 million).

The decrease in consolidated gross margin was due to higher material & logistics costs (780 basis points) and manufacturing inefficiencies (120 basis points) largely as a result of supply chain disruptions, offset in part by improved pricing (310 basis points).

The decrease in consolidated selling, general and administrative expenses was generally due to lower incentive compensation costs ($30 million), offset in part by higher reserves for bad debts ($4 million) and higher spending.

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The decrease in consolidated operating income was primarily due to unfavorable material & logistics costs ($312 million), the impact of lower gross margin associated with lower sales volume ($55 million), manufacturing inefficiencies ($48 million) and unfavorable cumulative catch-up adjustments on contracts in the Defense segment ($30 million), offset in part by improved pricing ($163 million) and lower incentive compensation costs ($39 million).

The following table presents consolidated non-operating changes (in millions):


	Three Months Ended June 30,									Six Months Ended June 30,
	2022			2021			Change			2022			2021			Change
Interest expense, net of interest income	$	(11.9	)	$	(11.7	)	$	(0.2	)	$	(23.5	)	$	(22.9	)	$	(0.6	)
Miscellaneous income (expense)		(15.1	)		0.4			(15.5	)		(14.0	)		3.5			(17.5	)

Provision for (benefit of) income taxes		13.7			(21.9	)		35.6			33.9			11.3			22.6
Effective tax rate		32.3	%		-11.4	%					55.4	%		3.5	%

Gains (losses) of unconsolidated affiliates	$	(1.8	)	$	(0.5	)	$	(1.3	)	$	(2.5	)	$	(0.4	)	$	(2.1	)

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021

Other miscellaneous expense primarily related to gains and losses on investments, foreign currency transaction gains and losses, and non-service costs of the Company’s pension plans. Results for the three months ended June 30, 2022 include an unrealized loss of $11.2 million on a stock.

During the three months ended June 30, 2021, the Company elected certain tax accounting method changes and changed the timing of certain deductible payments, which generated a significant net operating loss, which the Company was able to carryback to prior years with higher federal statutory rates. The Company’s effective tax rate for the three months ended June 30, 2021 reflects a net discrete tax benefit of $69.9 million related to this carryback.

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

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

Other miscellaneous expense primarily related to gains and losses on investments, foreign currency transaction gains and losses, and non-service costs of the Company’s pension plans. Results for the six months ended June 30, 2022 include an unrealized loss of $8.6 million on a stock.

The provision for income taxes for the six months ended June 30, 2022 included a charge of $18.1 million related to taxes on income generated in prior periods as the Company revised its interpretation of certain foreign anti-hybrid tax legislation based upon comments from the corresponding taxing authorities in the first quarter of fiscal 2022. Results for the six months ended June 30, 2021 included discrete tax benefits of $67.3 million, primarily related to the carryback of a net operating loss to previous tax years with higher federal statutory tax rates.

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

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SEGMENT RESULTS

Access Equipment

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


	Three Months Ended June 30,												Six Months Ended June 30,
	2022			2021			Change			% Change			2022			2021			Change			% Change
Net sales	$	977.1		$	924.3		$	52.8			5.7	%	$	1,860.2		$	1,662.5		$	197.7			11.9	%
Cost of sales		852.2			754.3			97.9			13.0	%		1,669.5			1,357.6			311.9			23.0	%
Gross income		124.9			170.0			(45.1	)		-26.5	%		190.7			304.9			(114.2	)		-37.5	%
% of sales		12.8	%		18.4	%		-560 bps						10.3	%		18.3	%		-810 bps
SG&A expenses		55.4			56.9			(1.5	)		-2.6	%		113.6			111.2			2.4			2.2	%
Amortization		0.1			0.1			—			0.0	%		0.2			0.2			—			0.0	%
Operating income		69.4			113.0			(43.6	)		-38.6	%		76.9			193.5			(116.6	)		-60.3	%
% of sales		7.1	%		12.2	%								4.1	%		11.6	%

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021

Access Equipment segment net sales increased as a result of higher pricing ($86 million) in response to higher input costs, offset in part by lower sales volume in China and Europe.

The decrease in gross margin in the Access Equipment segment was due to unfavorable material & logistics costs (1340 basis points), offset in part by improved pricing (660 basis points) and favorable mix (90 basis points).

The decrease in operating income in the Access Equipment segment was primarily due to unfavorable material & logistics costs ($22128 million) and manufacturing inefficiencies ($15 million), largely associated with supply chain challenges, offset in part by improved pricing ($86 million) and lower incentive compensation costs ($10 million).

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

Access Equipment segment net sales increased as a result of improved pricing ($114 million) and increased volume ($94 million). Volume increases in North America outpaced the sales decline outside of North America.

The decrease in gross margin in the Access Equipment segment was due to unfavorable material & logistics costs (1360 basis points), offset in part by improved pricing (450 basis points) and favorable mix (120 basis points).

The decrease in operating income in the Access Equipment segment was primarily due to unfavorable material & logistics costs ($251 million) and manufacturing inefficiencies ($30 million), largely associated with supply chain challenges, offset in part by improved pricing ($114 million), the impact of higher gross margin associated with higher sales volume ($1924 million) and ~~lower spending resulting from the COVID-19 pandemic~~favorable mix ($722 million)~~, offset in part by higher incentive compensation accruals ($30 million) and a decrease in cumulative catch-up adjustments on contract margins in~~.

Defense

The following table presents the Defense segment ~~($14 million).~~results (in millions):


	Three Months Ended June 30,												Six Months Ended June 30,
	2022			2021			Change			% Change			2022			2021			Change			% Change
Net sales	$	539.3		$	710.4		$	(171.1	)		-24.1	%	$	1,074.9		$	1,325.1		$	(250.2	)		-18.9	%
Cost of sales		501.9			615.6			(113.7	)		-18.5	%		985.0			1,160.9			(175.9	)		-15.2	%
Gross income		37.4			94.8			(57.4	)		-60.5	%		89.9			164.2			(74.3	)		-45.2	%
% of sales		6.9	%		13.3	%		-640 bps						8.4	%		12.4	%		-400 bps
SG&A expenses		33.8			33.1			0.7			2.1	%		65.3			66.1			(0.8	)		-1.2	%
Amortization		1.5			1.9			(0.4	)		-21.1	%		3.1			2.8			0.3			10.7	%
Operating income		2.1			59.8			(57.7	)		-96.5	%		21.5			95.3			(73.8	)		-77.4	%
% of sales		0.4	%		8.4	%								2.0	%		7.2	%

Access Equipment segment operating income in the second quarter of fiscal 2021 increased 13.7% to $80.5 million, or 10.9% of sales, compared to $70.8 million, or 10.2% of sales, in the second quarter of fiscal 2020. The increase in operating income was primarily due to the impact of higher gross margin associated with higher sales volume ($10 million), lower spending resulting from the COVID-19 pandemic ($9 million) and improved product mix ($5 million), offset in part by higher incentive compensation accruals ($16 million).

Defense segment operating income in the second quarter of fiscal 2021 decreased 40.5% to $35.5 million, or 5.8% of sales, compared to $59.7 million, or 9.5% of sales, in the second quarter of fiscal 2020. The decrease in operating income was due to a decrease in cumulative catch-up adjustments on contract margins ($14 million) as well as costs and inefficiencies associated with the reorganization of production lines ($8 million). Changes in estimates on contracts accounted for under the cost-to-cost method resulted in unfavorable cumulative catch-up adjustments on contract margins of $3.6 million in the second quarter of fiscal 2021 primarily a result of higher cost estimates. Changes in estimates on contracts accounted for under the cost-to-cost

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~~method resulted~~Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021

Defense segment net sales decreased as a result of lower volume ($147 million) as U.S. Government funding for the Company’s tactical wheeled vehicle programs has decreased in ~~favorable~~recent years and unfavorable cumulative catch-up adjustments ~~of $10.6 million~~on contracts due to higher anticipated material costs ($24 million).

The decrease in gross margin in the ~~second quarter of fiscal 2020~~Defense segment was due to unfavorable cumulative catch-up adjustments on contracts due to higher anticipated material costs (430 basis points), unfavorable product mix (160 basis points) and higher engineering and new product development spending on lower sales volume (80 basis points).

The decrease in operating income in the Defense segment was primarily a result of ~~adding new orders received during the quarter~~unfavorable cumulative catch-up adjustments on contracts due to ~~the estimate at completion calculations.~~

Fire & Emergency segment operating income in the second quarter of fiscal 2021 increased 149.5% to $47.4 million, or 15.2% of sales, compared to $19.0 million, or 7.8% of sales, in the second quarter of fiscal 2020. The increase in operating income was largely due tohigher anticipated material costs ($23 million) and the impact of ~~higher~~lower gross margin associated with ~~higher~~lower sales volume ($1625 million)~~, favorable price/cost dynamics ($5 million), improved product mix ($4 million) and~~.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

Defense segment net sales decreased as U.S. Government funding for the ~~absence of manufacturing inefficiencies experienced~~Company’s tactical wheeled vehicle programs has decreased in recent years.

The decrease in gross margin in the ~~second quarter of the prior year ($4 million).~~

~~Commercial~~Defense segment operating income in the second quarter of fiscal 2021 increased 132.1% to $18.8 million, or 8.2% of sales, compared to $8.1 million, or 3.4% of sales, in the second quarter of fiscal 2020. The increase in operating income was ~~primarily~~ due to ~~lower product liability costs ($5 million), lower spending resulting from the COVID-19 pandemic ($4 million) and lower warranty costs ($2 million).~~

~~Corporate operating costs increased $17.4 million to $41.4 million in the second quarter of fiscal 2021 compared to $24.0 million in the second quarter of fiscal 2020, primarily~~unfavorable cumulative catch-up adjustments on contracts due to higher ~~incentive compensation accruals ($10 million), higher healthcare~~anticipated material costs ~~($4 million)~~(260 basis points) and ~~higher share-based compensation expense as a result of the increase in the Company’s stock price ($2 million).~~

Consolidated selling, general and administrative expenses decreased 9.3% to $172.0 million, or 9.1% of sales, in the second quarter of fiscal 2021 compared to $157.4 million, or 8.8% of sales, in the second quarter of fiscal 2020. The increase in consolidated selling, general and administrative expenses was primarily due to higher incentive compensation expense ($19 million)unfavorable product mix (190 basis points), offset in part by lower ~~reserves for bad debts ($4 million)~~warranty costs (70 basis points).

~~First Six Months of Fiscal 2021 Compared to 2020~~

~~Consolidated operating income in the first six months of fiscal 2021 decreased 2.5% to $236.7 million, or 6.8% of sales, compared to $242.7 million, or 7.0% of sales, in the first six months of 2020.~~ The decrease in operating income in the Defense segment was primarily a result of the impact of lower gross margin associated with lower sales volume ($37 million), unfavorable cumulative catch-up adjustments on contracts due to higher ~~incentive compensation accruals~~anticipated material costs ($3130 million) and unfavorable product mix ($20 million), ~~adverse absorption~~partially offset by lower warranty costs ($11 million).

Fire & Emergency

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


	Three Months Ended June 30,												Six Months Ended June 30,
	2022			2021			Change			% Change			2022			2021			Change			% Change
Net sales	$	276.5		$	302.5		$	(26.0	)		-8.6	%	$	564.4		$	615.0		$	(50.6	)		-8.2	%
Cost of sales		233.4			234.4			(1.0	)		-0.4	%		474.4			476.9			(2.5	)		-0.5	%
Gross income		43.1			68.1			(25.0	)		-36.7	%		90.0			138.1			(48.1	)		-34.8	%
% of sales		15.6	%		22.5	%		-690 bps						15.9	%		22.5	%		-650 bps
SG&A expenses		20.0			23.3			(3.3	)		-14.2	%		44.2			45.5			(1.3	)		-2.9	%
Amortization		0.3			0.3			—			0.0	%		0.6			0.7			(0.1	)		-14.3	%
Operating income		22.8			44.5			(21.7	)		-48.8	%		45.2			91.9			(46.7	)		-50.8	%
% of sales		8.2	%		14.7	%								8.0	%		14.9	%

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021

Fire & Emergency segment net sales decreased due to lower fire truck deliveries as parts shortages have limited the segment’s ability to complete units.

The decrease in gross margin in the Fire & Emergency segment was primarily attributable to higher material & logistics costs (440 basis points) and manufacturing inefficiencies (350 basis points), largely associated with parts shortages and labor availability, offset in part by improved pricing (160 basis points).

The decrease in operating income in the Fire & Emergency segment was largely a result of ~~lower production~~higher material & logistics costs ($1512 million), manufacturing inefficiencies ($10 million), the impact of lower gross margin associated with lower sales volume ($~~11 million), restructuring-related charges in the Access Equipment segment ($10 million) and higher material costs ($10~~9 million), offset in part by ~~lower spending as a result of the COVID-19 pandemic~~improved pricing ($336 million) and ~~favorable~~lower incentive compensation costs ($4 million).

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Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

Fire & Emergency segment net sales decreased due to lower fire truck deliveries ($40 million) and lower ARFF vehicle volume ($22 million), partially offset by improved pricing ($13 million).

The decrease in gross margin in the Fire & Emergency segment was primarily attributable to higher material & logistics costs (370 basis points), manufacturing inefficiencies (320 basis points), largely associated with parts shortages and labor availability, and unfavorable product mix ~~($34 million)~~(80 basis points), offset in part by improved pricing (150 basis points).

Access Equipment segment operating income in the first six months of fiscal 2021 decreased 24.6% to $105.4 million, or 8.1% of sales, compared to $139.8 million, or 9.9% of sales, in the first six months of fiscal 2020. The decrease in operating income in the Fire & Emergency segment was ~~primarily due to~~largely a result of higher material & logistics costs ($21 million), manufacturing inefficiencies ($18 million) and the impact of lower gross margin associated with lower sales volume ($~~31 million), unfavorable price/cost dynamics ($20 million), higher incentive compensation accruals ($17 million) and charges related to restructuring actions ($10~~18 million), offset in part by ~~lower spending~~improved pricing ($13 million).

Commercial

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


	Three Months Ended June 30,												Six Months Ended June 30,
	2022			2021			Change			% Change			2022			2021			Change			% Change
Net sales	$	275.3		$	278.1		$	(2.8	)		-1.0	%	$	516.7		$	508.1		$	8.6			1.7	%
Cost of sales		237.1			225.5			11.6			5.1	%		439.6			415.8			23.8			5.7	%
Gross income		38.2			52.6			(14.4	)		-27.4	%		77.1			92.3			(15.2	)		-16.5	%
% of sales		13.9	%		18.9	%		-500 bps						14.9	%		18.2	%		-320 bps
SG&A expenses		22.2			22.1			0.1			0.5	%		46.0			42.1			3.9			9.3	%
Amortization		0.9			0.9			—			0.0	%		1.7			1.8			(0.1	)		-5.6	%
Operating income		15.1			29.6			(14.5	)		-49.0	%		29.4			48.4			(19.0	)		-39.3	%
% of sales		5.5	%		10.6	%								5.7	%		9.5	%

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021

Commercial segment net sales decreased as a result of ~~the COVID-19 pandemic~~lower sales volume ($1733 million), primarily refuse collection vehicles and front discharge concrete mixers, partially offset by higher pricing ($22 million) in response to higher input costs and favorable product mix due to a greater percentage of sales that included a third-party chassis ($~~10 million), lower bad debts expense ($7 million) and lower intangible asset amortization ($6~~9 million).

~~Defense segment operating income~~The decrease in gross margin in the ~~first six months of fiscal 2021 decreased 2.6%~~Commercial segment was primarily attributable to ~~$88.3 million, or 7.6% of sales, compared to $90.7 million, or 8.0% of sales,~~unfavorable material & logistics costs (670 basis points) and manufacturing inefficiencies (420 basis points), largely associated with parts shortages, offset in ~~the first six months of fiscal 2020.~~ part by improved pricing (580 basis points).

The decrease in operating income in the Commercial segment was primarily ~~a result of production~~due to higher material & logistics costs ($18 million), manufacturing inefficiencies ($1012 million) and ~~higher new product development spending~~the impact of lower gross margin associated with lower sales volume ($69 million), offset in part by improved pricing ($22 million).

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

Commercial segment net sales increased as a result of higher pricing ($36 million) in response to higher input costs and favorable product mix primarily due to a greater percentage of sales that included a third-party chassis ($1523 million)~~. Changes~~, partially offset by lower sales volume ($49 million), primarily of front discharge concrete mixers.

The decrease in ~~estimates on contracts accounted for under the cost-to-cost method increased Defense segment operating income by $11.0 million and $14.6 million~~gross margin in the ~~first six months of fiscal 2021~~Commercial segment was primarily attributable to unfavorable material & logistics costs (780 basis points) and ~~2020, respectively.~~manufacturing inefficiencies (320 basis points), largely associated with parts shortages, offset in part by improved pricing (510 basis points) and favorable product mix (240 basis points).

~~Fire & Emergency segment~~The decrease in operating income in the ~~first six months~~Commercial segment was primarily due to higher material & logistics costs ($40 million), manufacturing inefficiencies ($17 million) and the impact of fiscal 2021 increased 65.3% to $82.5 million, or 14.1% of sales, compared to $49.9 million, or 10.0% of sales, in the first six months of fiscal 2020. The increase in operating income was largely a result of higherlower gross margin associated with ~~higher~~lower sales volume ($2113 million), ~~favorable price/cost dynamics~~offset in part by improved pricing ($936 million) and ~~lower spending as a result of the COVID- 19 pandemic~~favorable product mix ($418 million).

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Corporate and Intersegment Eliminations

~~Commercial segment operating income in~~The following table presents the ~~first six months of fiscal~~corporate costs and intersegment eliminations (in millions):


	Three Months Ended June 30,												Six Months Ended June 30,
	2022			2021			Change			% Change			2022			2021			Change			% Change
Net sales	$	(2.2	)	$	(6.5	)	$	4.3			-66.2	%	$	(4.5	)	$	(12.9	)	$	8.4			-65.1	%
Cost of sales		1.3			(5.6	)		6.9			-123.2	%		1.8			(13.1	)		14.9			-113.7	%
Gross income		(3.5	)		(0.9	)		(2.6	)		288.9	%		(6.3	)		0.2			(6.5	)		-3250.0	%
Operating expenses		36.5			42.2			(5.7	)		-13.5	%		68.0			84.7			(16.7	)		-19.7	%
Operating income		(40.0	)		(43.1	)		3.1			-7.2	%		(74.3	)		(84.5	)		10.2			-12.1	%

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021 increased 18.5% to $30.7 million, or 7.2% of sales, compared to $25.9 million, or 5.6% of sales, in the first six months of fiscal 2020. The increase in operating income was primarily due to lower spending resulting from the COVID-19 pandemic ($8 million), lower product liability costs ($5 million), lower engineering costs ($3 million) and lower warranty costs ($2 million), offset in part by lower margin associated with lower sales volume ($8 million) and higher material costs ($5 million).

Corporate operating ~~costs in the first six months of fiscal 2021 increased $6.6 million to $70.2 million compared to the first six months of fiscal 2020,~~expenses decreased primarily as a result of ~~higher~~lower incentive compensation ~~accruals~~costs ($106 million)~~, offset in part by lower spending~~.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

Corporate operating expenses decreased primarily as a result of lower incentive compensation costs ($11 million) and the ~~COVID-19 pandemic.~~

~~Consolidated selling, general and administrative expenses decreased~~timing of healthcare charges to ~~$317.4 million, or 9.2% of sales, in~~ the first six months of fiscal 2021 compared to $330.8 million, or 9.5% of sales, in the first six months of fiscal 2020. The decrease in consolidated selling, general and administrative expenses was generally a result of lower spending as a result of the COVID-19 pandemic and lower reserves for bad debtssegments ($9 million), offset in part by ~~higher incentive compensation accruals ($22 million).~~

~~Analysis of Non-Operating Income Statement Items~~

~~Second Quarter Fiscal~~ ~~2021~~ ~~Compared to~~ ~~2020~~

~~Interest expense net of interest income decreased $9.5 million to $11.2 million~~costs associated with the change in the ~~second quarter of~~Company’s fiscal 2021 compared to $20.7 million in the second quarter of fiscal 2020. The second quarter of fiscal 2020 included $8.5 million of debt extinguishment costs incurred in connection with the refinancing of the Company’s senior notes.

Other miscellaneous income of $3.1 million in the second quarter of fiscal 2021 and other miscellaneous expense of $5.8 million in the second quarter of fiscal 2020 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 Company recorded income tax expense in the second quarter of fiscal 2021 of $33.2 million, or 25.0% of pre-tax income, compared to $38.3 million, or 35.8% of pre-tax income, in the second quarter of fiscal 2020. Results for the second quarter of fiscal 2020 were adversely impacted by tax valuation reserves of $11.4 million recorded against certain foreign net deferred tax assets in Europe.

Earnings of unconsolidated affiliates of $0.1 million in the second quarter of fiscal 2021 and losses in unconsolidated affiliates of $0.2 million in the second quarter of fiscal 2020 primarily represented the Company’s equity interest in a commercial entity in Mexico.

~~First Six Months of Fiscal 2021 Compared to 2020~~

Interest expense net of interest income decreased $9.9 million to $22.6 million in the first six months of fiscal 2021 compared to the first six months of fiscal 2020. The first six months of fiscal 2020 included $8.5 million of debt extinguishment costs incurred in connection with the refinancing of the Company’s senior notes.

Other miscellaneous income of $1.6 million in the first six months of fiscal 2021 and other miscellaneous expense of $6.2 million in the first six months of fiscal 2020 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 Company recorded income tax expense in the first six months of fiscal 2021 of $46.4 million, or 21.5% of pre-tax income, compared to $59.0 million, or 28.9% of pre-tax income, in the first six months of fiscal 2020. Income tax expense in the first six months of fiscal 2021 included discrete tax benefits of $5.3 million, primarily related to the resolution of certain tax matters upon conclusion of an audit. Results for the first six months of fiscal 2020 were adversely impacted by tax valuation reserves of $11.4 million recorded against certain foreign net deferred tax assets in Europe.

Losses of unconsolidated affiliates of $0.2 million and $0.7 million in the first six months of fiscal 2021 and fiscal 2020, respectively, primarily represented the Company’s equity interest in a commercial entity in Mexico.

~~Table of Contents~~year end ($2 million).

Liquidity and Capital Resources

The Company generates significant capital resources from operating activities, which is the expected primary source of funding for the Company. In addition to cash generated from operations, the Company had other sources of liquidity available at ~~March 31, 2021,~~June 30, 2022, including ~~$1.09 billion~~$397.4 million of cash and cash equivalents and ~~$829.5~~$1,088.4 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~~The Company was in compliance with the financial covenant at June 30, 2022 and expects to ~~fund~~remain in compliance with the ~~Company’s working capital requirements, capital expenditures, dividends, share repurchases, debt service requirements and acquisitions.~~ financial covenant contained in the 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.~~six months ended June 30, 2022, the Company repurchased $155 million in shares of its Common Stock. The Company’s Board of Directors increased the Company’s repurchase authorization to 12 million shares on May 3, 2022. As of June 30, 2022, the Company had approximately 11.6 million shares of Common Stock remaining under its repurchase authorization.

Financial Condition at ~~March 31, 2021~~June 30, 2022

The Company’s capitalization was as follows (in millions):


	March 31, 2021			September 30, 2020			June 30, 2022			December 31, 2021
Cash and cash equivalents	$	1,093.2		$	582.9		$	397.4		$	995.7
Total debt		818.3			823.1			604.6			819.0
Total shareholders’ equity		3,018.2			2,850.7			2,877.0			3,076.4
Total capitalization (debt plus equity)		3,836.5			3,673.8			3,481.6			3,895.4
Debt to total capitalization		21.3	%		22.4	%		17.4	%		21.0	%

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The Company’s ratio of debt to total capitalization of ~~21.3%~~17.4% at ~~March 31, 2021~~June 30, 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 June 30, 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:


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

Consolidated days sales outstanding (defined as “Trade Receivables” at quarter end divided by “Net Sales” for the most recent quarter multiplied by 90 days) ~~decreased~~increased from 4146 days at ~~September 30, 2020~~December 31, 2021 to 3950 days at ~~March 31, 2021.~~June 30, 2022 as a result of an increase in Defense segment days sales outstanding due to a delay in the customer accepting units during the second quarter of fiscal 2022. Days sales outstanding for segments other than the Defense segment decreased from 5053 days at ~~September 30, 2020~~December 31, 2021 to 4551 days at ~~March 31, 2021. Accounts receivable collections have remained strong throughout the COVID-19 pandemic.~~June 30, 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) ~~was 3.8~~increased from 4.9 times at ~~both March~~December 31, 2021 ~~and September~~to 5.0 times at June 30, ~~2020.~~2022.

Cash Flows

Operating Cash Flows

Operating activities ~~provided $694.9~~used $22.9 million of cash in the first six months of fiscal ~~2021~~2022 compared to the ~~use~~generation of ~~$64.8~~$448.7 million of cash during the six months ended June 30, 2021. Lower net income during the first six months of fiscal 2022 and a significant increase in inventory due to global supply chain challenges that have delayed the Company’s ability to complete units was offset in part by higher customer advances.

Investing Cash Flows

Investing activities used cash of $139.2 million in the first six months of fiscal ~~2020. The improvement in cash provided by operating activities in~~2022 compared to $153.7 million during the ~~first~~ six months of fiscal 2021 as compared to the first six months of fiscal 2021 was primarily due to improved inventory management in the Access Equipment segment. The Company expects to generate approximately $770 million of cash flows from operations in fiscal 2021.

~~Investing Cash Flows~~

Investing activities used cash of $145.6 million in the first six months of fiscal 2021 compared to $37.1 million in the first six months of fiscal 2020. The Company used available cash to fund the acquisition of Pratt Miller in the second quarter of fiscalended June 30, 2021. Through ~~March 31, 2021,~~June 30, 2022, the Company utilized ~~$38.3~~$110.3 million for capital expenditures. The Company anticipates that it will spend ~~$120~~$345 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 Cash Flows

Financing activities used cash of ~~$38.0~~$425.4 million in the first six months of fiscal ~~2021~~2022 compared to ~~$73.1~~$25.0 million induring the ~~first~~ six months ended June 30, 2021. The increase in cash utilized for financing activities was due to the repayment of ~~fiscal 2020. In~~ the ~~first six months of fiscal 2021, the Company did not repurchase any shares of its Common Stock. In the first six months of fiscal 2020, the Company repurchased 550,853 shares of its~~Company’s $225 million term loan and an increase in Common Stock repurchases under ~~the authorization~~authorizations approved by the Company’s Board of ~~Directors~~Directors. In the six months ended June 30, 2022, the Company repurchased 1,508,467 shares of its Common Stock at an aggregate cost of ~~$40.8~~$155.0 million.

~~Table~~ In the six months ended June 30, 2021, the Company repurchased 107,138 shares of ~~Contents~~its Common Stock at an aggregate cost of $13.0 million.

Liquidity

Senior Credit Agreement

~~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 March 31, 2021, the Company has prepaid all required quarterly principal installments and $39.1 million of the balloon payment on the Term Loan. At March 31, 2021, outstanding letters of credit of $20.5 million reduced available capacity under the Revolving Credit Facility to $829.5 million.$1.1 billion.

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(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 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.

Covenant Compliance

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

•

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 ~~March 31, 2021~~June 30, 2022 and expects to be able to meet the financial ~~covenants~~covenant contained in the Credit Agreement over the next twelve months.

Senior Notes

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 1211 to Condensed Consolidated Financial Statements for additional information regarding the Company’s debt as of ~~March 31, 2021.~~

~~Table of Contents~~June 30, 2022.

Application of Critical Accounting Policies

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.

Critical Accounting Estimates

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.

New Accounting Standards

~~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.

Customers and Backlog

Sales to the U.S. government comprised approximately ~~35%~~26% of the Company’s net sales in the ~~first~~ six months ~~of fiscal 2021.~~ended June 30, 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 ~~March 31, 2021~~June 30, 2022 increased ~~12.6%~~89.8% to ~~$6.74~~$13.03 billion compared to ~~$5.98~~$6.86 billion at ~~March 31, 2020.~~June 30, 2021. Access Equipment segment backlog increased ~~80.0%~~127.2% to ~~$1.52~~$3.97 billion at ~~March 31, 2021~~June 30, 2022 compared to ~~$844.4 million~~$1.75 billion at ~~March 31, 2020~~June 30, 2021 as ~~replacement demand has come back following positive vaccination progress~~the re-opening of economies coming out of the pandemic and ~~the confidence that progress is bringing to the marketplace, particularly in North America.~~elevated customer fleet ages drove higher demand. Defense segment backlog increased ~~1.6%~~84.4% to ~~$3.50~~$6.27 billion at ~~March 31, 2021~~June 30, 2022 compared to ~~$3.45~~$3.40 billion at ~~March 31, 2020~~June 30, 2021 primarily due to the initial vehicle order from the USPS for the NGDV ~~program, offset in part by shipments under the FHTV and FMTV contracts.~~program. Fire & Emergency segment backlog ~~decreased 1.8%~~increased 82.4% to ~~$1.27~~$2.22 billion at ~~March 31, 2021~~June 30, 2022 compared to ~~$1.29~~$1.22 billion at ~~March 31, 2020.~~June 30, 2021 due to strong demand for fire trucks coming out of the COVID-19 pandemic. Although Fire & Emergency segment backlog ~~remains strong, the Company has seen~~is at a record level, orders ~~soften~~softened for ARFF vehicles due to

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the adverse impact of the ~~COVID 19~~COVID-19 pandemic on airport budgets. Commercial segment backlog increased ~~12.4%~~14.1% to ~~$449.7~~$568.3 million at ~~March 31, 2021~~June 30, 2022 compared to ~~$400.2~~$498.1 million at ~~March 31, 2020~~June 30, 2021 due to improved market demand for refuse collection vehicles ~~and concrete mixers~~ as demand ~~has come back~~rebounded following ~~positive vaccination progress~~the re-opening of economies. Global supply chain challenges and the ~~confidence that progress is bringing~~associated delays in production are also leading to ~~the marketplace. Commercial segment backlog at March 31, 2020 included concrete batch plant backlog of $17.2 million. The Company sold the concrete batch plant business~~higher backlogs in the ~~fourth quarter~~Access Equipment, Fire & Emergency and Commercial segments.

Backlog represents the dollar amount of ~~fiscal 2020.~~

revenues that the Company anticipates from customer contracts that have been awarded and/or in progress. Reported backlog includes the original contract amount and any contract modifications that have been agreed upon. Reported backlog excludes purchase options, ~~and~~ announced orders for which definitive contracts have not been ~~executed.~~executed and any potential future contract modifications. Backlog is comprised of fixed and variable priced contracts that may be canceled, modified or otherwise changed in the future. As a result, backlog may not be indicative of future operating results. Backlog information and comparisons thereof as of different dates may not be accurate indicators of future sales or the ratio of the Company’s future sales to the DoD versus its sales to other customers. Approximately ~~47%~~65% of the Company’s ~~March 31, 2021~~June 30, 2022 backlog is not expected to be filled in fiscal ~~2021.~~2022.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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~~ITEM 3.~~

~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

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.

ITEM 4. CONTROLS AND PROCEDURES

~~ITEM 4.~~

~~CONTROLS AND PROCEDURES~~

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 March 31, 2021.~~June 30, 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 March 31, 2021~~June 30, 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, with the exception of those changes related to the implementation of the Company's new consolidation software, that occurred during the ~~quarter~~three months ended ~~March 31, 2021~~June 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - ~~OTHER~~OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

~~ITEM 1.~~

~~LEGAL PROCEEDINGS~~

~~None.~~

~~ITEM 1A.~~

~~RISK FACTORS~~

The Company’s financial position, results of operations and cash flows are subject to various risks, many of which are not exclusively within the Company’s control, 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 except as set forth below.~~

~~The U.S. Postal Service (USPS) may not purchase quantities from us that we expect.~~

On February 23, 2021, the USPS notified us that it selected us to build its Next Generation Delivery Vehicle (NGDV). The indefinite delivery, indefinite quantity (IDIQ) contract allows for the purchase of between 50,000 to 165,000 units over 10 years. To date, we have received an order for $482 million for engineering to finalize the production vehicle design and for tooling and factory build-out activities that are necessary prior to vehicle production. The USPS awards that we currently anticipate receiving from the USPS and our performance under the contract are subject to the following risks, among others, that could have a material adverse effect on our operating performance:

•changed.

~~Budget constraints facing the USPS and continuously changing demands for postal services may result in the USPS ordering fewer units than we expect the USPS to award to us under the contract.~~

•

Although we believe the USPS awarded the NGDV contract to us as a result of a robust and thorough process, a competitor may challenge/protest our winning proposal, which if successful could result in the USPS canceling part or all of our NGDV contract. This would harm our ability to recover investments we have made in anticipation of initiating production under the contract.

•

Although we believe the USPS awarded the NGDV contract to us as a result of a robust and thorough process, Congress could interfere with the contract, which could result in the USPS altering the quantities that we currently anticipate receiving from the USPS under our NGDV contract. This would also harm our ability to recover investments we have made in anticipation of initiating production under the contract.

•

~~Engineering time to finalize the production vehicle design may be greater than we anticipate.~~

•

~~Tooling and factory build-out activities that we must complete may be greater than we anticipate.~~

•

~~We anticipate using a new manufacturing facility to perform under the contract, and the costs and other challenges associated with training a new workforce may be greater than we anticipate.~~

•

The USPS’ obligation to order the minimum order quantity under the contract (50,000 units) is contingent upon our satisfactory completion of the National Environmental Policy Act (NEPA) Environmental Impact Statement (EIS) process. Our failure to complete this process in a satisfactory manner could result in a loss of the minimum quantity and prevent additional awards under the NGDV contract.

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~~We may not realize all of the anticipated benefits of our acquisitions.~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We are continuously evaluating potential acquisitions to support our business strategy. As part of this evaluation process, we perform due diligence to identify potential risks associated with the potential transaction. We also make assumptions regarding future performance of the acquired business. We cannot provide any assurance we will be able to successfully achieve the benefits of any business acquisition due to a variety of risks, including the following:

•

~~Our failure to achieve the acquisition’s assumed future financial performance or realize assumed efficiencies or assumed cost reductions;~~

•

~~There may be a cultural mismatch that exists between us and the acquired business;~~

•

~~We may incur unforeseen expenses or liabilities or may be subject to other unanticipated regulatory or government actions relating to the acquired business; and~~

•

~~We may incur higher transaction costs than expected.~~

~~ITEM 2.~~

~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

Common Stock Repurchases

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 ~~second quarter~~three months ended June 30, 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)
April 1 - April 30		307,835	$	97.47		307,835		4,109,419
May 1 - May 31		449,323	$	89.04		449,323		11,550,677
June 1 - June 30		—	$	—		—		11,550,677
Total		757,158				757,158		11,550,677

(1)

In May 2019, the Company’s Board of ~~fiscal 2021:~~

~~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~~

—

~~7,459,328~~

~~February 1 - February 28~~

—

~~7,459,328~~

~~March 1 - March 31~~

—

~~7,459,328~~

~~Total~~

—

~~7,459,328~~

Directors approved a Common Stock repurchase authorization for which there was remaining authority to repurchase 4,109,419 shares of Common Stock as of May 3, 2022. On May 3, 2022, the Board of Directors increased the Common Stock repurchase authorization by 7,890,581 shares to 12,000,000 shares as of that date. The Company repurchased 1,508,467 shares of Common Stock under these authorizations during the six months ended June 30, 2022 at a cost of $155.0 million. As of June 30, 2022, the Company had remaining authority to repurchase 11,550,677 shares of Common Stock. The Company can use the current authorization at any time as there is no expiration date associated with the authorization. From time to time, the Company may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under this authorization.

⁽¹⁾

~~In May 2019, the Board of Directors approved a stock repurchase authorization of 10,000,000 shares~~. At March 31, 2021, the Company had repurchased 2,540,672 shares under this authorization. As a result, 7,459,328 shares of Common Stock remained available for repurchase under the repurchase authorization at March 31, 2021. The Company can use this authorization at any time as there is no expiration date associated with the authorization. From time to time, the Company may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under this authorization.

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.

ITEM 4.MINE SAFETY DISCLOSURES

~~ITEM 4.~~

~~MINE SAFETY DISCLOSURES~~

Not applicable.

4140

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ITEM 6. EXHIBITS


Exhibit No.	~~EXHIBITS~~

	Description

~~Exhibit No.~~	~~Description~~

31.1	Certification by the President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated ~~April~~July 28, ~~2021.~~2022.

31.2	Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated ~~April~~July 28, ~~2021.~~2022.

32.1	Written Statement of the President and Chief Executive Officer, pursuant to 18 U.S.C. §1350, dated ~~April~~July 28, ~~2021.~~2022.

32.2	Written Statement of the Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. §1350, dated ~~April~~July 28, ~~2021.~~2022.

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42* Denotes a management contract or compensatory plan or arrangement.

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SIGNATURES

~~SIGNATURES~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		OSHKOSH CORPORATION


~~April~~July 28, ~~2021~~2022	By	/s/ John C. Pfeifer
		John C. Pfeifer, President and Chief Executive Officer (Principal Executive Officer)


~~April~~July 28, ~~2021~~2022	By	/s/ Michael E. Pack
		Michael E. Pack, Executive Vice President and Chief Financial Officer (Principal Financial Officer)


~~April~~July 28, ~~2021~~2022	By	/s/ James C. Freeders
		James C. Freeders, Senior Vice President Finance and Controller (Principal Accounting Officer)

4342


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


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


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