Item 2.02 Results of Operations and Financial Condition.

On October 29, 2020, Oshkosh Corporation (the "Company") issued a news release (the "News Release") announcing its earnings for its fourth fiscal quarter and full fiscal year ended September 30, 2020. A copy of such news release is furnished as Exhibit 99.1 and is incorporated by reference herein.

On October 29, 2020, the Company is holding a conference call in connection with the Company's announcement of its earnings for its fourth fiscal quarter and full fiscal year ended September 30, 2020. An audio replay of such conference call and the related question and answer session along with a September 30, 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 October 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

Operational Risks

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

In March 2020, the World Health Organization declared COVID-19, a novel strain of coronavirus, a global pandemic. Governments across the world have implemented numerous measures to attempt to contain or lessen the impact of the COVID-19 pandemic on their populations, such as travel bans, quarantines, shut-downs and shelter in place orders. The COVID-19 pandemic, as well as the current and future measures directed toward it, has resulted in significant uncertainty in capital markets and negatively impacted global economies and markets. The pandemic has



                                       1

--------------------------------------------------------------------------------

negatively impacted, and is likely to continue to negatively impact, our business in numerous ways, including but not limited to those outlined below:



   •  The COVID-19 pandemic has reduced demand for access equipment, refuse
      collection vehicles and concrete mixers and may reduce demand for other
      products. Furthermore, as a result of the pandemic, remote working become
      more prevalent. Companies could determine that it will be acceptable for
      employees to work from their homes on a long-term basis, which could reduce
      demand for future nonresidential construction, which in turn could further
      reduce demand for access equipment.


   •  Travel restrictions related to the COVID-19 pandemic have prevented some
      customers in our Fire & Emergency segment from inspecting and accepting
      vehicles on a timely basis.


   •  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.


   •  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 have also impacted,
      and in the future may 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, as it did in our Defense and Fire &
      Emergency segments during the fourth quarter of fiscal 2020 as workforce
      absenteeism rose at certain facilities located in communities experiencing
      higher rates of COVID-19.


   •  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. Some of our suppliers have limited, and may in
      the future limit, their production or shut down due to shelter-in-place
      requirements, sanitizing facilities and workforce availability issues. While
      we have generally been successful in mitigating these supply chain
      challenges, supplier parts shortages lowered our production rates in the
      Fire & Emergency segment during the third quarter of fiscal 2020, and it is
      possible that a part or component shortage could limit our production in the
      future.


   •  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 may disrupt our
      ability to manufacture or distribute our products in some markets.
      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 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 we believe our
      balance sheet remains strong, we have been focused on preserving capital
      resources given the uncertain duration of the pandemic, and in an attempt to
      maintain strong liquidity, the Company temporarily paused its share
      repurchase program and implemented other cost reduction actions, there is no
      certainty that measures we have taken will be effective to enable us to
      maintain adequate resources and liquidity.

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



                                       2

--------------------------------------------------------------------------------

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

We face significant competition in the markets we serve. If we are unable to continue to enhance existing products and develop new products that respond to customer needs and preferences, we may experience a decrease in demand for our products and our business could suffer.

The markets in which we operate are highly competitive. We compete worldwide with a number of other manufacturers that produce and sell similar products. Our products primarily compete on the basis of brand awareness, product innovation, performance, quality, reliability, availability, price, service and support, ability to meet customer specifications and the extent to which a company offers single-source customer solutions. Certain of our competitors have greater financial, marketing, manufacturing, distribution and governmental affairs resources than we do, which may put us at a competitive disadvantage. If competition in our industry intensifies or if our current competitors lower their prices for competing products, we may lose sales or be required to lower the prices we charge for our products. We cannot provide any assurance that our products will continue to compete effectively with the products of competitors or that we will be able to retain our customer base or improve or maintain our profit margins on sales to our customers.

One of our growth strategies is emphasizing our new product development as we seek to expand sales and margins by leading our core markets in the introduction of new or improved products and technologies. Our ability to match product improvements and new product offerings to diverse global customers' anticipated needs for different types of products and various product features and functions, at acceptable prices, is critical to our success. We may not be able to compete as effectively with our competitors, and ultimately satisfy the needs and preferences of our customers, unless we can continue to improve existing products and develop new innovative products in the global markets in which we compete. While we spent $103.9 million, $99.0 million and $98.0 million for research and development in fiscal 2020, 2019 and 2018, respectively, we cannot provide any assurance that this level of investment in research and development will be sufficient to maintain our competitive strength in product innovation, which could cause our business to suffer. Product improvements and new product introductions also require significant planning, design, development and testing at the technological, product and manufacturing process levels, and we may not be able to timely develop product improvements or new products. Our competitors' new products may arrive in the market before our products arrive and be more attractive with more features and function and/or lower prices than our products. If we are unable to provide continued technological improvements in our products that meet our customers' or the industry's expectations, then the demand for our products could be substantially adversely affected.

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 35% of our sales in fiscal 2020 were to the U.S. 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.


                                       3

--------------------------------------------------------------------------------








      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 including currently, government operations are typically

funded pursuant to a "continuing resolution," which allows federal . . .

© Edgar Online, source Glimpses