Item 2.02 Results of Operations and Financial Condition.

On April 29, 2020, Oshkosh Corporation (the "Company") issued a news release (the "News Release") announcing its earnings for its second fiscal quarter ended March 31, 2020. A copy of such news release is furnished as Exhibit 99.1 and is incorporated by reference herein.

On April 29, 2020, the Company is holding a conference call in connection with the Company's announcement of its earnings for its second fiscal quarter ended March 31, 2020. An audio replay of such conference call and the related question and answer session along with a March 31, 2020 slide presentation utilized during the call will be available for at least twelve months on the Company's website at www.oshkoshcorp.com.

The information, including, without limitation, all forward-looking statements, contained in the News Release and related slide presentation on the Company's website (the "Slide Presentation") or provided in the conference call and related question and answer session speaks only as of April 29, 2020. The Company assumes no obligation, and disclaims any obligation, to update information contained in the News Release and the Slide Presentation or provided in the conference call and related question and answer session. Investors should be aware that the Company may not update such information until the Company's next quarterly earnings conference call, if at all.

The News Release and the Slide Presentation contain, and representatives of the Company may make during the conference call and the related question and answer session, statements that the Company believes to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in the News Release and the Slide Presentation or made during the conference call and related question and answer session, including, without limitation, statements regarding the Company's future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, plans and objectives of management for future operations, and compliance with credit agreement covenants are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "should," "project" or "plan," or the negative thereof or variations thereon or similar terminology. The Company cannot provide any assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company's expectations include, without limitation, those set forth under the caption "Risk Factors" below. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company's filings with the Securities and Exchange Commission.

In this Current Report on Form 8-K, "we," "us" or "our" refers to Oshkosh Corporation.





RISK FACTORS



The COVID-19 pandemic could further materially adversely affect our business, workforce, supply chain, results of operation, financial condition and/or cash flows.

COVID-19, a novel strain of coronavirus, was identified in late 2019 in China. The COVID-19 virus spread, and continues to spread, rapidly and has been declared a global pandemic by the World Health Organization. Governments across the world have implemented numerous measures in attempt to contain or lessen the impact of COVID-19 on their populations, such as travel bans, quarantines, shut-downs and shelter in place orders. The pandemic, as well as the current and future measures directed toward COVID-19, has resulted in significant uncertainty in capital markets and a global economic slowdown that may last for an extended duration and could result in a global recession. The pandemic has negatively impacted, and is likely to continue to negatively impact, our business in numerous ways, including but not limited to those outlined below:



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   •  The COVID-19 pandemic has reduced demand for access equipment and concrete
      mixers, and some customers have begun to push out and cancel orders. The
      COVID-19 pandemic could also have the effect of reducing demand for our
      other products. In addition, travel restrictions related to the COVID-19
      pandemic have prevented customers in our fire & emergency segment from
      inspecting and accepting vehicles. Furthermore, our customers may experience
      financial hardships during the COVID-19 pandemic that could result in lower
      demand for our products and/or default on financial and other commitments to
      us.


   •  We operate a global supply chain that has been, and could in the future
      continue to be, disrupted by the COVID-19 pandemic, resulting in delays or
      inefficiencies in production in all of our segments. Some of our suppliers
      have limited their production or shut down due to "shelter-in-place"
      requirements. While we have generally been successful in mitigating these
      supply chain challenges to date, it is possible that a part or component
      shortage could limit our production.


   •  Government or regulatory responses to the COVID-19 pandemic have negatively
      impacted, and are likely to continue to negatively impact, our business.
      Mandatory lockdowns or other restrictions on operations in some countries
      may disrupt our ability to manufacture or distribute our products in some of
      these markets. For example, our factory in China was part of the shutdown
      that the Chinese government mandated in February 2020 to stop the spread of
      COVID-19. Governments may continue to impose travel restrictions and close
      borders, impose prolonged quarantines and further restrict business
      activity, which could impact our ability to support our operations and
      customers and the ability of our employees to get to their workplaces to
      produce products and services, limit the ability of our suppliers to provide
      us with products, or hamper our products from moving through the supply
      chain.


   •  The COVID-19 pandemic adversely affects our workforce and business as a
      result of impacts associated with required, preventive and precautionary
      measures that we, other businesses, our communities and governments are
      taking. These impacts include our requiring certain employees to work from
      home, limiting the number of employees attending meetings, reducing the
      number of people in our sites at any one time, reducing employee travel and
      adopting other employee safety measures. These measures may also impact our
      ability to meet production demands or requests depending on employee
      attendance or ability to continue to work. Restrictions on, as well as the
      health of, our workforce could limit our ability to support our business.


   •  We have instituted temporary plant shutdowns in our access equipment segment
      to match production with customer demand and supply chain constraints and
      implemented salary reductions, furloughs and other cost reduction actions
      across our company. However, the impacts of the COVID-19 pandemic may limit
      our ability to reduce our overall operating costs as we are incurring
      increased costs relating to our enhanced sanitization procedures and our
      efforts to mitigate the impact of the COVID-19 pandemic through
      social-distancing measures we have enacted at our facilities.


   •  The impact of the COVID-19 pandemic on global economies could reduce our
      ability to execute our business strategy. Disruptions or uncertainties
      related to the COVID-19 pandemic could result in delays or modifications to
      our strategic plans and initiatives.


   •  The COVID-19 pandemic has led to disruption and volatility in the global
      capital markets, which depending on future developments could impact our
      capital resources and liquidity in the future. Although the balance sheet
      remains strong, we have been focused on preserving capital resources given
      the uncertain duration of the pandemic. To maintain strong liquidity, the
      Company has paused its share repurchase program and implemented other cost
      reduction actions, such as salary reductions, furloughs and deferring
      non-critical projects.

The impacts that we list above and other impacts of the COVID-19 pandemic are likely to also have the effect of heightening many of the other risks that we describe in this Current Report on Form 8-K. The ultimate impact of the COVID-19 pandemic, including the extent of its impact on our business, results of operations, financial condition and/or cash flow, is dependent, among other things, on the duration and severity of the pandemic, the effect of actions taken by government authorities and other third parties in response to the pandemic and the impact of the pandemic on global economies, each of which is uncertain, rapidly changing and difficult to predict. We cannot at this time predict the overall



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impact of the COVID-19 pandemic on us, but it could have a material adverse impact on our business, workforce, supply chain, results of operations, financial condition and/or cash flows.

Our markets are highly cyclical. Declines in these markets could have a material adverse effect on our operating performance.

The access equipment market is highly cyclical and impacted (i) by the strength of economies in general and customers' perceptions concerning the timing of economic cycles, (ii) by residential and non-residential construction spending, (iii) by the ability of rental companies to obtain third-party financing to purchase revenue generating assets, (iv) by capital expenditures of rental companies in general, including the rate at which they replace aged rental equipment, which is impacted in part by historical purchase levels, (v) by the timing of regulatory standard changes, and (vi) by other factors, including oil and gas related activity. Entering fiscal 2020, we expected lower access equipment sales in North America and Europe as rental company customers were slowing down their capital expenditures after two years of strong fleet growth. The ready-mix concrete market that we serve is highly cyclical and impacted by the strength of the economy generally, by the number of housing starts and by other factors that may have an effect on the level of concrete placement activity, either regionally or nationally. Refuse collection vehicle markets are also cyclical and impacted by the strength of economies in general, by municipal tax receipts and by the size and timing of capital expenditures, including replacement demand, by large waste haulers. Fire & emergency markets are cyclical later in an economic cycle and are impacted by the economy generally and by municipal tax receipts and capital expenditures.

Lower U.S. housing starts since fiscal 2008 have had a negative impact on sales volumes for our concrete placement products. Despite modest U.S. residential construction growth, housing starts remain below historical 30-year averages. We believe concrete mixer customers have maintained a cautious approach to fleet replacement/expansion, generally wanting to confirm that construction activity in the U.S. will support solid fleet utilization. A lack of sustained improvement in residential construction spending generally may result in our inability to achieve our sales expectations or cause future weakness in demand for our products. We cannot provide any assurance that the housing recovery will not progress even more slowly than what we or the market expect. If the housing recovery progresses more slowly than what we or the market expect, then there could be an adverse effect on our net sales, financial condition, profitability and/or cash flows.

Our dependency on contracts with U.S. and foreign government agencies subjects us to a variety of risks that could materially reduce our revenues or profits.

We are dependent on U.S. and foreign government contracts for a substantial portion of our business. Approximately 24% of our sales in fiscal 2019 were to the Department of Defense (DoD). That business is subject to the following risks, among others, that could have a material adverse effect on our operating performance:

• Our business is susceptible to changes in the U.S. defense budget, which


      changes may reduce revenues that we expect from our defense business,
      especially in light of federal budget pressures, lower levels of U.S. ground
      troops deployed in foreign conflicts, sequestration and the level of defense
      funding that will be allocated to the DoD's tactical wheeled vehicle
      strategy generally.

• The U.S. government may not budget for or appropriate funding that we expect


      for our U.S. government contracts, which may prevent us from realizing
      revenues under current contracts or receiving additional orders that we
      anticipate we will receive. The DoD could also seek to reprogram certain
      funds originally planned for the purchase of vehicles we manufacture under
      the current defense budget allocations. The U.S. Army has identified its top
      modernization and readiness priorities, which could result in the customer
      re-programming funds away from the Company's Joint Light Tactical Vehicle
      (JLTV) program to support these initiatives.

• The funding of U.S. government programs is subject to an annual

congressional budget authorization and appropriation process. In years when

the U.S. government has not completed its budget process before the end of

its fiscal year, government operations are typically funded pursuant to a

"continuing resolution," which allows federal government agencies to operate

at spending levels approved in the previous budget cycle but does not

authorize new spending initiatives. When the U.S. government operates under

a continuing resolution, delays can




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