Oshkosh (NYSE: OSK) Q2 profit dips, cash flow turns positive
Oshkosh Corporation reported Q2 2026 net sales of $2,915.1 million, up from $2,732.1 million a year earlier. Net income was $183.2 million versus $204.8 million, with diluted EPS of $2.92 compared with $3.16. For the first half, net sales were $5,232.9 million and net income $226.3 million, down from $317.0 million, with diluted EPS of $3.59 versus $4.88.
Operating cash flow for the first six months was $213.3 million, compared with a use of $305.7 million in the prior-year period. Cash and cash equivalents were $403.6 million, and total assets $10,051.5 million. Remaining performance obligations totaled $12.3 billion, with $2.5 billion expected to be recognized as revenue in the rest of 2026. Deferred contract costs were $796.9 million, and the company estimates these costs exceed future profits on existing orders by approximately $75 million.
Positive
- Operating cash flow for the first six months of 2026 was $213.3 million, compared with a use of $305.7 million in 2025, reflecting improved cash generation from operations.
- Remaining performance obligations of $12.3 billion represent contracted revenue to be recognized beyond June 30, 2026, including $2.5 billion expected in the remainder of 2026.
Negative
- First-half 2026 net income declined to $226.3 million from $317.0 million a year earlier, with diluted EPS decreasing to $3.59 from $4.88.
- Deferred contract costs, largely tied to the NGDV contract, totaled $796.9 million, and the company estimates these costs exceed future profits on existing orders by about $75 million, indicating an expected loss on those orders.
Filing Explained
Repurchases reduced outstanding shares to 61.84 million, while $1.58 billion of revolving capacity remained available at June 30, 2026.
This Form 10-Q covers the quarter ended
The filing is an unaudited quarterly report; its share table shows
The revolving credit agreement is borrowing capacity rather than proceeds received: it permits up to
The specified debt milestones are the March 2027 term-loan maturity and the maximum leverage covenant of
Key Figures
Key Terms
deferred contract costs financial
remaining performance obligations financial
unbilled receivables financial
service-type warranties financial
Term SOFR financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Oshkosh (OSK) perform financially in Q2 2026?
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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(Address of principal executive offices) |
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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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. ☒
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). ☒
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.
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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
As of July 21, 2026,
Table of Contents
OSHKOSH CORPORATION
FORM 10-Q INDEX
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PART I - FINANCIAL INFORMATION |
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Condensed Consolidated Statements of Income for the Three and Six Months |
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Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months |
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Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 |
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Condensed Consolidated Statements of Shareholders’ Equity for the Three and Six Months |
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Condensed Consolidated Statements of Cash Flows for the Six Months |
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Notes to Condensed Consolidated Financial Statements |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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CONTROLS AND PROCEDURES |
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PART II - OTHER INFORMATION |
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LEGAL PROCEEDINGS |
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OTHER INFORMATION |
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ITEM 6. |
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EXHIBITS |
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SIGNATURES |
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Table of Contents
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OSHKOSH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in millions, except per share amounts; unaudited)
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Three Months Ended |
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Net sales |
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Cost of sales |
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Gross income |
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Operating expenses: |
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Selling, general and administrative |
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Total operating expenses |
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Operating income |
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Interest expense |
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Interest income |
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Miscellaneous, net |
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Income before income taxes and earnings (losses) of unconsolidated affiliates |
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Provision for income taxes |
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Income before earnings (losses) of unconsolidated affiliates |
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Equity in earnings (losses) of unconsolidated affiliates |
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Net income |
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Earnings per share: |
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Basic |
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Diluted |
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Cash dividends declared per share on Common Stock |
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The accompanying notes are an integral part of these financial statements.
3
Table of Contents
OSHKOSH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in millions; unaudited)
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Three Months Ended |
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Six Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Net income |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Pension and post-employment benefits |
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Currency translation adjustments |
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Change in fair value of derivative instruments |
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Total other comprehensive income (loss), net of tax |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these financial statements.
4
Table of Contents
OSHKOSH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except share and per share amounts; unaudited)
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June 30, |
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December 31, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Receivables, net |
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Unbilled receivables, net |
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Inventories |
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Income taxes receivable |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Goodwill |
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Purchased intangible assets, net |
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Deferred income taxes |
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Deferred contract costs |
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Other non-current assets |
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Total assets |
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$ |
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$ |
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Liabilities and Shareholders’ Equity |
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Current liabilities: |
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Revolving credit facilities and current maturities of long-term debt |
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Accounts payable |
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Customer advances |
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Payroll-related obligations |
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Income taxes payable |
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Other current liabilities |
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Total current liabilities |
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Long-term debt, less current maturities |
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Non-current customer advances |
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Deferred income taxes |
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Other non-current liabilities |
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Commitments and contingencies |
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Shareholders’ equity: |
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Preferred Stock ($ |
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Common Stock ($ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive income (loss) |
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Common Stock in treasury, at cost ( |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these financial statements.
5
Table of Contents
OSHKOSH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Dollars in millions, except per share amounts; unaudited)
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Three Months Ended June 30, 2026 |
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Additional |
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Retained |
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Accumulated Other |
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Common |
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Total |
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Balance at March 31, 2026 |
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$ |
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$ |
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$ |
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Net income |
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Pension and post-employment benefits, net of tax of $ |
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Currency translation adjustments |
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Derivative instruments, net of tax |
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Cash dividends ($ |
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Repurchases of Common Stock |
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Exercise of stock options |
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Stock-based compensation expense |
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Payment of stock-based restricted and performance shares |
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Shares tendered for taxes on stock-based compensation |
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Other |
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Balance at June 30, 2026 |
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Three Months Ended June 30, 2025 |
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Additional |
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Retained |
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Accumulated Other |
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Common |
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Total |
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Balance at March 31, 2025 |
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$ |
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Net income |
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Pension and post-employment benefits, net of tax of $ |
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Currency translation adjustments |
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Derivative instruments, net of tax |
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Cash dividends ($ |
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Repurchases of Common Stock |
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Exercise of stock options |
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Stock-based compensation expense |
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Payment of stock-based restricted and performance shares |
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Shares tendered for taxes on stock-based compensation |
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Balance at June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these financial statements.
6
Table of Contents
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Six Months Ended June 30, 2026 |
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Common |
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Additional |
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Retained |
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Accumulated Other |
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Common |
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Total |
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Balance at December 31, 2025 |
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Net income |
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Pension and post-employment benefits, net of tax of $ |
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Currency translation adjustments |
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Derivative instruments, net of tax |
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Cash dividends ($ |
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|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
Repurchases of Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Payment of stock-based restricted and performance shares |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Shares tendered for taxes on stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at June 30, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
|
|
Six Months Ended June 30, 2025 |
|
|||||||||||||||||||||
|
|
Common |
|
|
Additional |
|
|
Retained |
|
|
Accumulated Other |
|
|
Common |
|
|
Total |
|
||||||
Balance at December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pension and post-employment benefits, net of tax of $ |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivative instruments, net of tax |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Cash dividends ($ |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||||
Repurchases of Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Payment of stock-based restricted and performance shares |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Shares tendered for taxes on stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
The accompanying notes are an integral part of these financial statements.
7
Table of Contents
OSHKOSH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions; unaudited)
|
|
Six Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Intangible asset impairment |
|
|
|
|
|
|
||
Stock-based incentive compensation |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
( |
) |
|
Other non-cash adjustments |
|
|
|
|
|
( |
) |
|
Changes in operating assets and liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) operating activities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Investing activities: |
|
|
|
|
|
|
||
Additions to property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Additions to equipment held for rental |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of equipment held for rental |
|
|
|
|
|
|
||
Other investing activities |
|
|
|
|
|
( |
) |
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Financing activities: |
|
|
|
|
|
|
||
Proceeds from revolving credit facilities |
|
|
|
|
|
|
||
Repayments of revolving credit facilities |
|
|
( |
) |
|
|
( |
) |
Proceeds from issuance of debt |
|
|
|
|
|
|
||
Dividends paid |
|
|
( |
) |
|
|
( |
) |
Repurchases of Common Stock |
|
|
( |
) |
|
|
( |
) |
Other financing activities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) financing activities |
|
|
( |
) |
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Decrease in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental disclosures: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes, net of refunds |
|
|
|
|
|
|
||
Operating right-of-use assets obtained |
|
|
|
|
|
|
||
Finance right-of-use assets obtained |
|
|
|
|
|
|
||
Property, plant and equipment additions - noncash |
|
|
|
|
|
|
||
The accompanying notes are an integral part of these financial statements.
8
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. 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 (SEC). 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 (the Company) for the year ended December 31, 2025. The interim results are not necessarily indicative of results for any other interim period or for 2026. Certain reclassifications have been made to the prior period financial statements to conform to the presentation as of and for the three and six months ended June 30, 2026.
2. New Accounting Pronouncements
Standards not yet adopted
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The Company will be required to adopt ASU 2024-03 for its Annual Report on Form 10-K for the year ended December 31, 2027. The ASU may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. The Company will be required to adopt ASU 2025-06 in the first quarter of 2028. The ASU may be applied prospectively, retrospectively or using a modified transition approach. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants – Accounting for Government Grants Received by Business Entities, which establishes guidance for the recognition, measurement and presentation of government grants received by business entities. ASU 2025-10 requires that government grants be recognized when it is probable that the Company will comply with the conditions of the grant and that the grant will be received, and provides models for presenting grants related to assets or income. ASU 2025-10 also requires enhanced disclosures about the nature and terms of government grants and the financial statement line items affected. The Company will be required to adopt ASU 2025-10 in the first quarter of 2029 and the enhanced disclosure requirements for its Annual Report on Form 10-K for the year ending December 31, 2029. ASU 2025-10 may be applied prospectively, retrospectively or using a modified retrospective transition approach. The Company is currently evaluating the impact of ASU 2025-10 on its consolidated financial statements.
3. Revenue Recognition
The Company utilizes the cost-to-cost method of percentage-of-completion to recognize revenue on the majority of its performance obligations that are satisfied over time because it best depicts the transfer of control to the customer. Under the cost-to-cost method of percentage-of-completion, the Company measures progress based on the ratio of costs incurred to date to total estimated costs for the performance obligation. The Company recognizes changes in estimated sales or costs and the resulting profit or loss on a cumulative basis. Contract adjustments represent the cumulative effect of the changes on prior periods. If a loss is expected on a performance obligation, the complete estimated loss is recorded in the period in which the loss is identified.
9
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
There is significant judgment involved in estimating costs, particularly in the Transport segment. The Transport segment considers risks of contract performance such as technical requirements, schedule, duration and key contract dependencies. 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 such as new orders are received, the additional units are factored into the overall contract estimate of costs and transaction price.
Net contract adjustments impacted the Company’s results as follows (in millions, except per share amounts):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net sales |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Operating income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Diluted earnings per share |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The Transport segment incurs pre-production engineering, factory setup and other contract fulfillment costs related to products manufactured for its customers under long-term contracts. A deferred contract cost asset is recognized for costs incurred to fulfill an existing contract or highly-probable anticipated contract if such costs generate or enhance resources that will be used in satisfying performance obligations in the future and the costs are expected to be recovered. Costs related to customer-owned tooling that will be used in production and for which the customer has provided a non-cancelable right to use the tooling to perform during the contract term are also recognized as a deferred contract cost asset. Deferred contract costs related to the Next Generation Delivery Vehicles (NGDV) contract with the United States Postal Service (USPS) are amortized over the anticipated production volume of the NGDV contract. The Company periodically assesses its deferred contract costs for impairment. The Company did
Deferred contract costs, the majority of which are related to the NGDV contract, consisted of the following (in millions):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Engineering costs |
|
$ |
|
|
$ |
|
||
Customer-owned tooling |
|
|
|
|
|
|
||
Factory setup costs |
|
|
|
|
|
|
||
Costs for anticipated contracts |
|
|
|
|
|
|
||
Deferred contract costs |
|
$ |
|
|
$ |
|
||
The Company estimates that deferred contract costs exceed future profits on existing orders by approximately $
Changes in the Company’s deferred contract costs were as follows (in millions):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Additions to deferred contract costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of deferred contract costs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
10
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Disaggregation of Revenue
Consolidated net sales disaggregated by segment and timing of revenue recognition are as follows (in millions):
|
|
Three Months Ended June 30, 2026 |
|
|||||||||||||||||
|
|
Access |
|
|
Vocational |
|
|
Transport |
|
|
Corporate and Other |
|
|
Total |
|
|||||
Point in time |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Over time |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
Three Months Ended June 30, 2025 |
|
|||||||||||||||||
|
|
Access |
|
|
Vocational |
|
|
Transport |
|
|
Corporate and Other |
|
|
Total |
|
|||||
Point in time |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Over time |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
Six Months Ended June 30, 2026 |
|
|||||||||||||||||
|
|
Access |
|
|
Vocational |
|
|
Transport |
|
|
Corporate and Other |
|
|
Total |
|
|||||
Point in time |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Over time |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
Six Months Ended June 30, 2025 |
|
|||||||||||||||||
|
|
Access |
|
|
Vocational |
|
|
Transport |
|
|
Corporate and Other |
|
|
Total |
|
|||||
Point in time |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Over time |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
See Note 19 for further disaggregated sales information.
Contract Assets and Contract Liabilities
The timing of billing does not always match the timing of revenue recognition. In instances where the Company recognizes revenue prior to billing, the Company records a contract asset (i.e., unbilled receivables). Unbilled receivables are classified as current assets and include amounts that may be billed and collected beyond one year due to the long-cycle nature of many of the Company's contracts. The Company reduces contract assets when the Company has an unconditional right to payment. The Company establishes allowances for expected credit losses associated with contract assets. The Company did
The Company is generally entitled to bill its customers upon satisfaction of its performance obligations, except for its long-term contracts in the Transport segment which typically allow for billing upon the acceptance of finished goods, payments received from customers in advance of performance, payments for rights to purchase future goods and extended warranties that are billed in advance of the warranty coverage period. Customer payment terms generally do not exceed one year. See Note 8 for additional information on the Company’s receivables balances.
11
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
With the exception of Pierce Manufacturing Inc. (Pierce) in the Vocational segment, the Company’s contracts typically do not contain a significant financing component. Pierce customers earn interest on customer advances at a rate determined in a separate financing transaction between Pierce and the customer at the time Pierce receives the advance. Interest on customer advances is recorded in “Interest expense” and was $
In instances where a customer pays consideration in advance or when the Company is entitled to bill a customer in advance of recognizing the related revenue, the Company records a contract liability. The Company reduces contract liabilities when the Company transfers control of the promised goods and services. Contract assets and liabilities are presented on a net basis for each contract.
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Customer advances |
|
$ |
|
|
$ |
|
||
Other current liabilities |
|
|
|
|
|
|
||
Non-current customer advances |
|
|
|
|
|
|
||
Other non-current liabilities |
|
|
|
|
|
|
||
Total contract liabilities |
|
$ |
|
|
$ |
|
||
Revenue recognized during the period from beginning of the year contract liabilities was as follows (in millions):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Beginning liabilities recognized in revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company offers a variety of service-type warranties, including optionally priced extended warranty programs. Outstanding balances related to service-type warranties are included within contract liabilities. Revenue related to service-type warranties is deferred until after the expiration of the standard warranty period. The revenue is then recognized ratably over the term of the service-type warranty period.
|
|
Six Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
Deferred revenue for new service warranties |
|
|
|
|
|
|
||
Amortization of service warranty revenue |
|
|
( |
) |
|
|
( |
) |
Foreign currency translation |
|
|
( |
) |
|
|
|
|
Balance at end of period |
|
$ |
|
|
$ |
|
||
Classification of service-type warranties in the Condensed Consolidated Balance Sheets consisted of the following (in millions):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Other current liabilities |
|
$ |
|
|
$ |
|
||
Other non-current liabilities |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
12
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Remaining Performance Obligations
As of June 30, 2026, the Company had unsatisfied performance obligations for contracts with an original duration greater than one year totaling $
4. Stock-Based Compensation
In May 2024, the Company’s shareholders approved the 2024 Incentive Stock and Awards Plan (the “2024 Stock Plan”). The 2024 Stock Plan replaced the 2017 Incentive Stock Awards Plan (as amended, the "2017 Stock Plan"). While no new awards will be granted under the 2017 Stock Plan, awards previously made under that plan that were outstanding as of the approval date of the 2024 Stock Plan will remain outstanding and continue to be governed by the provisions of that plan. At June 30, 2026, the Company had reserved
The Company recognizes stock-based compensation expense over the requisite service period for vesting of an award. Total stock-based compensation expense was $
5. Employee Benefit Plans
The components of net periodic pension benefit cost and net periodic post-employment benefit cost were as follows (in millions):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Components of net periodic pension benefit income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of prior service cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of net actuarial gain |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Expenses paid |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net periodic pension benefit income |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Components of net periodic post-employment benefit cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of prior service credit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of net actuarial (gain) loss |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net periodic post-employment benefit cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The 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.
13
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. Income Taxes
The Company recorded income tax expense of $
The Company recorded income tax expense of $
The Company’s liability for gross unrecognized tax benefits, excluding related interest and penalties, was $
“Cash paid for income taxes, net of refunds” disclosed on the Condensed Consolidated Statements of Cash Flows includes cash paid for the purchase of transferable tax credits during the six months ended June 30, 2026 and 2025 of $
7. Earnings Per Share
The following are the computations for basic and diluted earnings per share (in millions, except share and per share amounts):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive equity-based compensation awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares not included in the computation of diluted earnings per share attributable to common shareholders because they would have been anti-dilutive were
14
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
8. Receivables
Receivables consisted of the following (in millions):
|
|
June 30, |
|
|
December 31, |
|
||
Trade receivables - U.S. government |
|
$ |
|
|
$ |
|
||
Trade receivables - other |
|
|
|
|
|
|
||
Finance receivables |
|
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
|
||
Total receivables, gross |
|
|
|
|
|
|
||
Less allowance for doubtful accounts |
|
|
( |
) |
|
|
( |
) |
Total receivables, net |
|
$ |
|
|
$ |
|
||
Classification of receivables in the Condensed Consolidated Balance Sheets consisted of the following (in millions):
|
|
June 30, |
|
|
December 31, |
|
||
Current receivables |
|
$ |
|
|
$ |
|
||
Non-current receivables |
|
|
|
|
|
|
||
Total receivables, net |
|
$ |
|
|
$ |
|
||
9. Inventories
Inventories consisted of the following (in millions):
|
|
June 30, |
|
|
December 31, |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished products |
|
|
|
|
|
|
||
Total inventories |
|
$ |
|
|
$ |
|
||
10. Property, Plant and Equipment
Property, plant and equipment consisted of the following (in millions):
|
|
June 30, |
|
|
December 31, |
|
||
Land and land improvements |
|
$ |
|
|
$ |
|
||
Buildings |
|
|
|
|
|
|
||
Machinery and equipment |
|
|
|
|
|
|
||
Software and related costs |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Property, plant and equipment, gross |
|
|
|
|
|
|
||
Less accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property, plant and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense was $
15
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
11. Goodwill and Purchased Intangible Assets
The following table presents changes in goodwill by segment (in millions):
|
|
Access |
|
|
Vocational |
|
|
Total |
|
|||
Net goodwill at December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Foreign currency translation |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net goodwill at June 30, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following table presents details of the Company’s goodwill by segment (in millions):
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
||||||
Access |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Vocational |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Corporate and other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Goodwill and other indefinite-lived intangible assets are not amortized but are assessed 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.
The Company recorded a goodwill impairment charge of $
Details of the Company’s purchased intangible assets are as follows (in millions):
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
||||||
Amortizable intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Trade names |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Technology-related |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Distribution network |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Non-amortizable trade names |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Amortization of purchased intangible assets was $
16
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Estimated future amortization expense for purchased intangible assets for the remainder of the year and the subsequent five years is as follows (in millions):
Years: |
|
|
|
|
2026 (remaining six months) |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 |
|
|
|
|
12. Debt
The Company was obligated under the following debt instruments (in millions):
|
|
June 30, |
|
|
December 31, |
|
||
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|||
Term loan due |
|
|
|
|
|
|
||
Other long-term debt |
|
|
|
|
|
|
||
Total long-term debt |
|
|
|
|
|
|
||
Current maturities of long-term debt |
|
|
( |
) |
|
|
( |
) |
Debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Total long-term debt, less current maturities (net of debt issuance costs) |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Revolving credit facilities |
|
$ |
|
|
$ |
|
||
Current maturities of long-term debt |
|
|
|
|
|
|
||
Total revolving credit facilities and current maturities of long-term debt |
|
$ |
|
|
$ |
|
||
On March 16, 2026, the Company entered into a Fourth Amended and Restated Credit Agreement with various lenders (the “Credit Agreement”). The Credit Agreement provides for an unsecured revolving credit facility (the “Revolving Credit Facility”) with a maximum aggregate availability of $
Under the Credit Agreement, the Company is obligated to pay (i) an unused commitment fee ranging from
Borrowings under the Credit Agreement bear interest for dollar-denominated loans at a variable rate equal to (i) Term SOFR (the forward-looking secured overnight financing rate) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied, or (ii) the base rate (which is the highest of (x) Bank of America, N.A.’s prime rate, (y) the federal funds rate plus
17
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In March 2025, the Company entered into a credit agreement with various lenders to borrow funds under a $
The Credit Agreement and the Term Loan contain various restrictions and covenants, including a requirement that the Company maintain a leverage ratio at certain levels, subject to certain exceptions, restrictions on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, incur additional subsidiary indebtedness and consummate acquisitions and a restriction on the disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole.
The Credit Agreement and the Term Loan require the Company to maintain a maximum leverage ratio (defined as, with certain adjustments, the ratio of the Company’s consolidated indebtedness to the Company’s consolidated net income for the previous four quarters before interest, taxes, depreciation, amortization, non-cash charges and certain other items (EBITDA)) as of the last day of any quarter of
In May 2018, the Company issued $
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 June 30, 2026, the fair value of the 2028 Senior Notes and the 2030 Senior Notes was estimated to be $
13. Warranties
The Company’s products generally carry standard 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, batteries, 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.
18
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Changes in the Company’s assurance-type warranty liabilities were as follows (in millions):
|
|
Six Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
Warranty provisions |
|
|
|
|
|
|
||
Settlements made |
|
|
( |
) |
|
|
( |
) |
Changes in liability for pre-existing warranties, net |
|
|
|
|
|
|
||
Foreign currency translation |
|
|
( |
) |
|
|
|
|
Balance at end of period |
|
$ |
|
|
$ |
|
||
14. Guarantees
Customers of the Company, from time to time, may fund purchases from the Company through third-party finance companies. In certain instances, the Company may be requested to provide support for these arrangements through credit or residual value guarantees, by which the Company agrees to make payments to the finance companies in certain circumstances as further described below.
Credit Guarantees: The Company is party to multiple agreements whereby at June 30, 2026 the Company guaranteed an aggregate of $
Residual Value Guarantees: The Company is party to multiple agreements whereby at June 30, 2026 the Company guaranteed to support an aggregate of $
The Company’s stand ready obligations (non-contingent) to perform under guarantees were $
19
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
15. Commitments and Contingencies
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 claims up to $
Market Risks - The Company was contingently liable under bid, performance and specialty bonds totaling $
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 such matters and claims cannot be predicted with certainty, management believes that the ultimate resolution 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.
Certain risks are inherent in doing business with the U.S. Department of Defense (DoD), including technological changes and changes in levels of defense spending. The USPS and all DoD contracts contain a provision that they may be terminated at any time at the convenience of the customer. In such an event, the Company is entitled to recover allowable costs plus a reasonable profit earned to the date of termination. Major contracts for defense and delivery vehicles 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.
Because the Company is a relatively large defense contractor, the Company’s U.S. government contract operations are subject to extensive annual audit processes and to U.S. government investigations of business practices and cost classifications from which legal or administrative proceedings can result. Based on U.S. government procurement regulations, under certain circumstances the Company could be fined, as well as suspended or debarred from U.S. government contracting. During a suspension or debarment, the Company would also be prohibited from selling equipment or services to customers that depend on loans or financial commitments from the Export-Import Bank, Overseas Private Investment Corporation and similar U.S. government agencies.
16. Shareholders’ Equity
Changes to the Company's common shares outstanding were as follows (in shares):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Outstanding at beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Repurchases of Common Stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Payment of stock-based restricted and performance shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares tendered for taxes on stock-based compensation |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Outstanding at end of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
In May 2022, the Board of Directors authorized the Company to repurchase
20
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
17. Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income (loss) by component, net of tax, were as follows (in millions):
|
|
Three Months Ended June 30, 2026 |
|
|||||||||||||
|
|
Pension and |
|
|
Cumulative |
|
|
Derivative |
|
|
Accumulated Other |
|
||||
Balance at beginning of period |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Amounts reclassified from accumulated other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Net other comprehensive income (loss) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance at end of period |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
Three Months Ended June 30, 2025 |
|
|||||||||||||
|
|
Pension and |
|
|
Cumulative |
|
|
Derivative |
|
|
Accumulated Other |
|
||||
Balance at beginning of period |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Balance at end of period |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
|
|
Six Months Ended June 30, 2026 |
|
|||||||||||||
|
|
Pension and |
|
|
Cumulative |
|
|
Derivative |
|
|
Accumulated Other |
|
||||
Balance at beginning of period |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Amounts reclassified from accumulated other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Net other comprehensive income (loss) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance at end of period |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
|
|
Six Months Ended June 30, 2025 |
|
|||||||||||||
|
|
Pension and |
|
|
Cumulative |
|
|
Derivative |
|
|
Accumulated Other |
|
||||
Balance at beginning of period |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Balance at end of period |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
21
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
18. 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.
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.
The fair values of the Company’s financial assets and liabilities were as follows (in millions):
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rabbi trust(a) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Investments in equity securities(b) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange derivatives(c) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange derivatives(c) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rabbi trust(a) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Investments in equity securities(b) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange derivatives(c) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange derivatives(c) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
22
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
19. Business Segment Information
The Chief Executive Officer is the Company's Chief Operating Decision Maker.
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 and other” includes Pratt Miller, corporate office expenses, certain new product development costs, stock-based compensation and costs of certain business initiatives and shared services.
23
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Selected financial information relating to the Company’s reportable segments and product lines is as follows (in millions):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Access |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aerial work platforms |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Telehandlers |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Access |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vocational |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Municipal fire apparatus |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Airport products |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Refuse and recycling vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Vocational |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transport |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Defense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Delivery vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Transport |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate and Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
24
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
Three Months Ended June 30, 2026 |
|
|||||||||||||||||||||
|
|
Access |
|
|
Vocational |
|
|
Transport |
|
|
Total Segment |
|
|
Corporate |
|
|
Consolidated |
|
||||||
Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Cost of sales (excluding R&D) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gross income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Employee compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of purchased intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other items(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|||||
Interest expense, net of interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Miscellaneous, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before income taxes and earnings (losses) of unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
|
|
Three Months Ended June 30, 2025 |
|
|||||||||||||||||||||
|
|
Access |
|
|
Vocational |
|
|
Transport |
|
|
Total Segment |
|
|
Corporate |
|
|
Consolidated |
|
||||||
Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Cost of sales (excluding R&D) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gross income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Employee compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of purchased intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intangible asset impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other items(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|||||
Interest expense, net of interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Miscellaneous, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before income taxes and earnings (losses) of unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
25
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
Six Months Ended June 30, 2026 |
|
|||||||||||||||||||||
|
|
Access |
|
|
Vocational |
|
|
Transport |
|
|
Total Segment |
|
|
Corporate |
|
|
Consolidated |
|
||||||
Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Cost of sales (excluding R&D) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gross income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Employee compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of purchased intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other items(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|||||
Interest expense, net of interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Miscellaneous, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before income taxes and earnings (losses) of unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
|
|
Six Months Ended June 30, 2025 |
|
|||||||||||||||||||||
|
|
Access |
|
|
Vocational |
|
|
Transport |
|
|
Total Segment |
|
|
Corporate |
|
|
Consolidated |
|
||||||
Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Cost of sales (excluding R&D) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gross income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Employee compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of purchased intangibles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intangible asset impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other items(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|||||
Interest expense, net of interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Miscellaneous, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before income taxes and earnings (losses) of unconsolidated affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
26
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Depreciation and amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Access |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Vocational |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transport |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate and Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Capital expenditures(a): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Access |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Vocational |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transport |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate and Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidated |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total assets by segment are not disclosed as the Company's Chief Operating Decision Maker does not use total assets by segment to evaluate segment performance or allocate resources and capital.
The following tables present net sales by geographic region based on product shipment destination (in millions):
|
|
Three Months Ended June 30, 2026 |
|
|||||||||||||||||
|
|
Access |
|
|
Vocational |
|
|
Transport |
|
|
Corporate |
|
|
Total |
|
|||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Other North America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Europe, Africa and Middle East |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rest of the World |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consolidated |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
Three Months Ended June 30, 2025 |
|
|||||||||||||||||
|
|
Access |
|
|
Vocational |
|
|
Transport |
|
|
Corporate |
|
|
Total |
|
|||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Other North America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Europe, Africa and Middle East |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rest of the World |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consolidated |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
27
Table of Contents
OSHKOSH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
Six Months Ended June 30, 2026 |
|
|||||||||||||||||
|
|
Access |
|
|
Vocational |
|
|
Transport |
|
|
Corporate |
|
|
Total |
|
|||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Other North America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Europe, Africa and Middle East |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rest of the World |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consolidated |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
Six Months Ended June 30, 2025 |
|
|||||||||||||||||
|
|
Access |
|
|
Vocational |
|
|
Transport |
|
|
Corporate |
|
|
Total |
|
|||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Other North America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Europe, Africa and Middle East |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Rest of the World |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consolidated |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
28
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement About Forward-Looking Statements
This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10-Q contain statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q, including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, including those under the caption “Overview,” are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the cyclical nature of the Company’s access equipment, fire apparatus, refuse and recycling collection and air transportation equipment markets, which are particularly impacted by the strength of U.S. and European economies and construction outlooks; the Company’s estimates of access equipment demand which, among other factors, is influenced by historical customer buying patterns and rental company fleet replacement strategies; the Company's ability to predict the level and timing of orders and costs on the U.S. Postal Service contract; the Company's ability to increase production rates in its municipal fire apparatus and delivery businesses; risks that trade wars and related tariffs could further reduce demand for or competitiveness of the Company’s products or cause inefficiencies in the Company's supply chain; the Company’s ability to increase prices to raise margins or to offset higher input costs; the Company's ability to achieve its projected material and manufacturing efficiency savings; the Company's ability to accurately predict future input costs associated with U.S. Department of Defense contracts; the Company’s ability to attract and retain production labor in a timely manner; the strength of the U.S. dollar and its impact on Company exports, translation of foreign sales and the cost of purchased materials; the impact of severe weather, war, natural disasters or pandemics that may affect the Company, its suppliers or its customers; budget uncertainty for the U.S. federal government, including risks of future budget cuts, the impact of continuing resolution funding mechanisms or a prolonged federal government shutdown; the impact of any U.S. Department of Defense solicitation for competition for future contracts to produce military vehicles; 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; the Company’s ability to comply with complex laws and regulations applicable to U.S. government contractors; cybersecurity risks and costs of defending against, mitigating and responding to data security threats and breaches impacting the Company; the Company’s ability to successfully identify, complete and integrate 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 SEC filings, including, but not limited to, those described in the Company’s most recent Annual Report on Form 10-K and Item 1A. of Part II of this Quarterly Report on Form 10-Q.
All forward-looking statements, including those under the caption “Overview,” speak only as of the date the Company files this Quarterly Report on Form 10-Q with the SEC. The Company assumes no obligation, and disclaims any obligation, to update information contained in this Quarterly Report on Form 10-Q. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.
All references herein to earnings per share refer to earnings per share assuming dilution.
29
Table of Contents
General
Major products manufactured and marketed by each of the Company’s segments are as follows:
Access — aerial work platforms and telehandlers used in a wide variety of construction, industrial, agricultural, vegetation management and maintenance applications to position workers and materials at elevated heights. Access customers include equipment rental companies, construction contractors and home improvement centers. The Access segment also manufactures carriers and wreckers sold to towing companies.
Vocational — custom and commercial firefighting vehicles and equipment sold to municipal fire departments; aviation ground support products, gate equipment and airport services sold to commercial airlines, airports, air-freight carriers, ground handling customers and the military; aircraft rescue and firefighting (ARFF) vehicles sold to airports and the U.S. military; refuse and recycling collection vehicles sold to commercial and municipal waste haulers; field service vehicles and truck-mounted cranes sold to mining, construction and equipment rental companies; simulators, mobile command vehicles and other emergency vehicles sold to fire departments and other governmental units; and front-discharge concrete mixers sold to ready-mix companies.
Transport — tactical vehicles, trailers and parts sold to the U.S. military and to other militaries around the world and the Next Generation Delivery Vehicle (NGDV) for the United States Postal Service (USPS).
Overview
Consolidated sales in the second quarter of 2026 of $2.92 billion increased $183 million, or 6.7%, compared to the second quarter of 2025. The increase was primarily the result of higher sales volume, largely in the Access segment, and improved pricing. Consolidated operating income in the second quarter of 2026 was $243 million, or 8.3% of sales, compared to $292 million, or 10.7% of sales, in the second quarter of 2025. The decrease in consolidated operating income was primarily the result of unfavorable sales mix and higher manufacturing overhead costs, offset in part by the impact of higher gross margin associated with higher sales volume.
The Company's effective tax rate in the second quarter of 2026 included net discrete tax benefits of $16 million, primarily related to the expiration of the statute of limitations for a foreign anti-hybrid tax matter.
The Company continued to repurchase shares of its Common Stock, repurchasing 667,158 shares during the second quarter of 2026 for $92 million, bringing share repurchases for the first six months of 2026 to $139 million. Share repurchases during the previous twelve months benefited earnings per share during the second quarter of 2026 by $0.09 compared to the second quarter of 2025.
The Access segment delivered double-digit operating income margin during the second quarter of 2026 with strong sales in a dynamic environment. Access segment orders during the quarter were strong at $1.5 billion, resulting in a book-to-bill ratio of 1.1. Access segment backlog of $2.0 billion at June 30, 2026 provides great visibility for the remainder of 2026.
In the Vocational segment, we are continuing actions to modernize our municipal fire apparatus manufacturing and expand production to better serve customer demand. In the second quarter, the Company implemented new production changes to improve throughput that identified new material flow requirements, shifting from reliance on individuals with experience to standardized process flow. These new requirements are expected to result in a more gradual increase in throughput than previously expected.
The Company now expects its 2026 diluted earnings per share to be in the range of $10.50 on net sales of approximately $11.2 billion, compared to the Company's most recent estimates of diluted earnings per share of $10.90 on sales of $11.0 billion. The updated guidance primarily reflects a more gradual increase in the rate of municipal fire apparatus production. The earnings per share estimate includes after-tax charges of $0.72 per share related to amortization of purchased intangible assets and a $0.22 per share benefit relating to the expiration of a foreign anti-hybrid tax matter. Excluding these items, the Company now expects 2026 adjusted earnings per share to be in the range of $11.00.
30
Table of Contents
As the Company continues to manage the business in an evolving landscape, it is not providing 2026 expectations by segment. The Company believes fourth quarter results will be stronger than the third quarter as municipal fire apparatus capacity plans progress, it receives an expected order for additional NGDVs, it increases NGDV production and it builds more vehicles under revised defense contracts. The Company expects that the fourth quarter momentum will carry forward into 2027.
RESULTS OF OPERATIONS
CONSOLIDATED RESULTS
The following table presents consolidated results (in millions):
|
|
Second Quarter |
|
|
First Six Months |
|
||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||||||
Net sales |
|
$ |
2,915.1 |
|
|
$ |
2,732.1 |
|
|
$ |
183.0 |
|
|
|
6.7 |
% |
|
$ |
5,232.9 |
|
|
$ |
5,044.9 |
|
|
$ |
188.0 |
|
|
|
3.7 |
% |
Cost of sales |
|
|
2,434.8 |
|
|
|
2,207.6 |
|
|
|
227.2 |
|
|
|
10.3 |
% |
|
|
4,440.7 |
|
|
|
4,120.5 |
|
|
|
320.2 |
|
|
|
7.8 |
% |
Gross income |
|
$ |
480.3 |
|
|
$ |
524.5 |
|
|
$ |
(44.2 |
) |
|
|
-8.4 |
% |
|
$ |
792.2 |
|
|
$ |
924.4 |
|
|
$ |
(132.2 |
) |
|
|
-14.3 |
% |
% of sales |
|
|
16.5 |
% |
|
|
19.2 |
% |
|
-270 bps |
|
|
|
|
|
|
15.1 |
% |
|
|
18.3 |
% |
|
-320 bps |
|
|
|
|
||||
Selling, general and administrative |
|
$ |
222.7 |
|
|
$ |
213.3 |
|
|
$ |
9.4 |
|
|
|
4.4 |
% |
|
$ |
438.3 |
|
|
$ |
424.3 |
|
|
$ |
14.0 |
|
|
|
3.3 |
% |
Amortization of purchased intangibles |
|
|
14.4 |
|
|
|
13.8 |
|
|
|
0.6 |
|
|
|
4.3 |
% |
|
|
28.7 |
|
|
|
27.3 |
|
|
|
1.4 |
|
|
|
5.1 |
% |
Intangible asset impairment |
|
|
— |
|
|
|
5.7 |
|
|
|
(5.7 |
) |
|
|
-100.0 |
% |
|
|
— |
|
|
|
5.7 |
|
|
|
(5.7 |
) |
|
|
-100.0 |
% |
Operating income |
|
$ |
243.2 |
|
|
$ |
291.7 |
|
|
$ |
(48.5 |
) |
|
|
-16.6 |
% |
|
$ |
325.2 |
|
|
$ |
467.1 |
|
|
$ |
(141.9 |
) |
|
|
-30.4 |
% |
% of sales |
|
|
8.3 |
% |
|
|
10.7 |
% |
|
-240 bps |
|
|
|
|
|
|
6.2 |
% |
|
|
9.3 |
% |
|
-310 bps |
|
|
|
|
||||
Second Quarter 2026 Compared to 2025
Consolidated net sales increased primarily due to higher sales volume ($87 million) and improved pricing ($68 million).
The decrease in consolidated gross margin was primarily due to unfavorable sales mix (200 basis points), higher material costs (170 basis points), primarily related to higher tariff costs, and higher manufacturing overhead costs (80 basis points), offset in part by improved pricing (170 basis points).
The increase in consolidated selling, general and administrative expenses was primarily the result of higher employee compensation ($7 million) and increased legal and professional fees ($4 million).
The Company recorded an intangible asset impairment related to Pratt Miller of $6 million during the second quarter of 2025.
The decrease in consolidated operating income was primarily due to higher material costs ($55 million), unfavorable sales mix ($52 million), higher manufacturing overhead costs ($25 million) and higher warranty costs ($10 million), offset in part by improved pricing ($68 million) and the impact of higher gross margin associated with higher sales volume ($23 million).
First Six Months 2026 Compared to 2025
Consolidated net sales increased primarily due to improved pricing ($105 million), higher sales volume ($28 million) and favorable currency impacts ($25 million).
The decrease in consolidated gross margin was primarily due to adverse sales mix (200 basis points), increased material costs (160 basis points), primarily related to higher tariff costs, and higher manufacturing overhead (100 basis points), offset in part by improved pricing (150 basis points).
Consolidated selling, general and administrative expenses increased primarily due to higher employee compensation ($15 million).
31
Table of Contents
The Company recorded an intangible asset impairment related to Pratt Miller of $6 million during the second quarter of 2025.
The decrease in consolidated operating income was primarily due to adverse sales mix ($99 million), increased material costs ($93 million) and higher manufacturing overhead ($50 million), offset in part by improved pricing ($105 million).
The following table presents consolidated non-operating changes (in millions):
|
|
Second Quarter |
|
|
First Six Months |
|
||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||||||
Interest expense, net of interest income |
|
$ |
(27.2 |
) |
|
$ |
(28.1 |
) |
|
$ |
0.9 |
|
|
|
-3.2 |
% |
|
$ |
(52.5 |
) |
|
$ |
(53.1 |
) |
|
$ |
0.6 |
|
|
|
-1.1 |
% |
Miscellaneous, net |
|
|
3.7 |
|
|
|
7.3 |
|
|
|
(3.6 |
) |
|
|
-49.3 |
% |
|
|
1.7 |
|
|
|
7.8 |
|
|
|
(6.1 |
) |
|
|
-78.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes |
|
|
37.2 |
|
|
|
65.2 |
|
|
|
(28.0 |
) |
|
|
-42.9 |
% |
|
|
47.7 |
|
|
|
102.0 |
|
|
|
(54.3 |
) |
|
|
-53.2 |
% |
Effective tax rate |
|
|
16.9 |
% |
|
|
24.1 |
% |
|
|
|
|
|
|
|
|
17.4 |
% |
|
|
24.2 |
% |
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity in earnings (losses) of unconsolidated affiliates |
|
$ |
0.7 |
|
|
$ |
(0.9 |
) |
|
$ |
1.6 |
|
|
|
-177.8 |
% |
|
$ |
(0.4 |
) |
|
$ |
(2.8 |
) |
|
$ |
2.4 |
|
|
|
-85.7 |
% |
Second Quarter 2026 Compared to 2025
Miscellaneous, net primarily relates 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 second quarter of 2026 included foreign currency transaction gains of $1 million. Results for the second quarter of 2025 included a $6 million gain on an investment, partially offset by foreign currency transaction losses of $2 million.
The effective tax rate in the second quarter of 2026 included net discrete tax benefits of $16 million, primarily related to the expiration of the statute of limitations for a foreign anti-hybrid tax matter.
First Six Months 2026 Compared to 2025
Miscellaneous, net primarily relates 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 first six months of 2026 included foreign currency transaction gains of $1 million and a $4 million loss on investments. Results for the first six months of 2025 included a $4 million gain on an investment and foreign currency transaction losses of $1 million.
The effective tax rate in the first six months of 2026 included net discrete tax benefits of $19 million, primarily related to the foreign anti-hybrid tax matter.
32
Table of Contents
SEGMENT RESULTS
Access
The following table presents the Access segment results (in millions):
|
|
Second Quarter |
|
|
First Six Months |
|
||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||||||
Net sales |
|
$ |
1,373.8 |
|
|
$ |
1,256.0 |
|
|
$ |
117.8 |
|
|
|
9.4 |
% |
|
$ |
2,317.2 |
|
|
$ |
2,213.1 |
|
|
$ |
104.1 |
|
|
|
4.7 |
% |
Cost of sales |
|
|
1,136.3 |
|
|
|
994.2 |
|
|
|
142.1 |
|
|
|
14.3 |
% |
|
|
1,959.9 |
|
|
|
1,765.2 |
|
|
|
194.7 |
|
|
|
11.0 |
% |
Gross income |
|
$ |
237.5 |
|
|
$ |
261.8 |
|
|
$ |
(24.3 |
) |
|
|
-9.3 |
% |
|
$ |
357.3 |
|
|
$ |
447.9 |
|
|
$ |
(90.6 |
) |
|
|
-20.2 |
% |
% of sales |
|
|
17.3 |
% |
|
|
20.8 |
% |
|
-350 bps |
|
|
|
|
|
|
15.4 |
% |
|
|
20.2 |
% |
|
-480 bps |
|
|
|
|
||||
Selling, general and administrative |
|
$ |
81.7 |
|
|
$ |
76.6 |
|
|
$ |
5.1 |
|
|
|
6.7 |
% |
|
$ |
162.7 |
|
|
$ |
156.2 |
|
|
$ |
6.5 |
|
|
|
4.2 |
% |
Amortization of purchased intangibles |
|
|
4.2 |
|
|
|
3.6 |
|
|
|
0.6 |
|
|
|
16.7 |
% |
|
|
8.3 |
|
|
|
7.0 |
|
|
|
1.3 |
|
|
|
18.6 |
% |
Operating income |
|
$ |
151.6 |
|
|
$ |
181.6 |
|
|
$ |
(30.0 |
) |
|
|
-16.5 |
% |
|
$ |
186.3 |
|
|
$ |
284.7 |
|
|
$ |
(98.4 |
) |
|
|
-34.6 |
% |
% of sales |
|
|
11.0 |
% |
|
|
14.5 |
% |
|
-350 bps |
|
|
|
|
|
|
8.0 |
% |
|
|
12.9 |
% |
|
-490 bps |
|
|
|
|
||||
Second Quarter 2026 Compared to 2025
Access segment net sales increased primarily due to higher sales volume ($91 million) and improved pricing ($21 million).
The decrease in gross margin in the Access segment was primarily due to higher material costs (230 basis points), primarily related to higher tariff costs, and adverse sales mix (210 basis points), offset in part by improved pricing (110 basis points).
The decrease in operating income in the Access segment was primarily due to higher material costs ($33 million), adverse sales mix ($29 million), higher litigation reserves ($5 million), higher selling, general and administrative expenses ($5 million) and new product development spending ($3 million), offset in part by the impact of higher gross margin associated with higher sales volume ($25 million) and improved pricing ($21 million).
First Six Months 2026 Compared to 2025
Access segment net sales increased primarily as a result of higher sales volume ($58 million), favorable currency impacts ($24 million) and improved pricing ($22 million).
The decrease in gross margin in the Access segment was primarily due to adverse sales mix (240 basis points) and higher material costs (230 basis points), primarily related to higher tariff costs, offset in part by improved pricing (70 basis points).
The decrease in operating income in the Access segment was primarily due to adverse sales mix ($55 million), higher material costs ($55 million) and higher selling, general and administrative expenses ($7 million), offset in part by improved pricing ($22 million).
33
Table of Contents
Vocational
The following table presents the Vocational segment results (in millions):
|
|
Second Quarter |
|
|
First Six Months |
|
||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||||||
Net sales |
|
$ |
966.8 |
|
|
$ |
969.7 |
|
|
$ |
(2.9 |
) |
|
|
-0.3 |
% |
|
$ |
1,791.8 |
|
|
$ |
1,836.5 |
|
|
$ |
(44.7 |
) |
|
|
-2.4 |
% |
Cost of sales |
|
|
768.2 |
|
|
|
749.3 |
|
|
|
18.9 |
|
|
|
2.5 |
% |
|
|
1,430.3 |
|
|
|
1,423.1 |
|
|
|
7.2 |
|
|
|
0.5 |
% |
Gross income |
|
$ |
198.6 |
|
|
$ |
220.4 |
|
|
$ |
(21.8 |
) |
|
|
-9.9 |
% |
|
$ |
361.5 |
|
|
$ |
413.4 |
|
|
$ |
(51.9 |
) |
|
|
-12.6 |
% |
% of sales |
|
|
20.5 |
% |
|
|
22.7 |
% |
|
-220 bps |
|
|
|
|
|
|
20.2 |
% |
|
|
22.5 |
% |
|
-230 bps |
|
|
|
|
||||
Selling, general and administrative |
|
$ |
68.1 |
|
|
$ |
63.7 |
|
|
$ |
4.4 |
|
|
|
6.9 |
% |
|
$ |
136.9 |
|
|
$ |
129.5 |
|
|
$ |
7.4 |
|
|
|
5.7 |
% |
Amortization of purchased intangibles |
|
|
9.4 |
|
|
|
9.4 |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
18.8 |
|
|
|
18.8 |
|
|
|
— |
|
|
|
0.0 |
% |
Operating income |
|
$ |
121.1 |
|
|
$ |
147.3 |
|
|
$ |
(26.2 |
) |
|
|
-17.8 |
% |
|
$ |
205.8 |
|
|
$ |
265.1 |
|
|
$ |
(59.3 |
) |
|
|
-22.4 |
% |
% of sales |
|
|
12.5 |
% |
|
|
15.2 |
% |
|
-270 bps |
|
|
|
|
|
|
11.5 |
% |
|
|
14.4 |
% |
|
-290 bps |
|
|
|
|
||||
Second Quarter 2026 Compared to 2025
Vocational segment net sales decreased due to lower sales volume ($49 million), primarily related to lower refuse and recycling vehicle shipments due to continued soft market conditions, offset in part by improved pricing ($42 million).
The decrease in gross margin in the Vocational segment was primarily attributable to adverse sales mix (220 basis points), higher manufacturing overhead costs (220 basis points) and higher material costs (200 basis points), offset in part by improved pricing (300 basis points) and lower incentive compensation accruals (70 basis points).
The decrease in operating income in the Vocational segment was primarily due to adverse sales mix ($22 million), higher manufacturing overhead costs ($21 million), higher material costs ($19 million) and the impact of lower gross margin associated with lower sales volume ($15 million), offset in part by improved pricing ($42 million) and lower incentive compensation accruals ($11 million).
First Six Months 2026 Compared to 2025
Vocational segment net sales decreased due to lower sales volume ($123 million), primarily related to lower refuse and recycling vehicle shipments due to continued soft market conditions, offset in part by improved pricing ($75 million).
The decrease in gross margin in the Vocational segment was primarily attributable to higher manufacturing overhead (260 basis points), higher material costs (180 basis points) and adverse sales mix (140 basis points), offset in part by improved pricing (290 basis points) and lower incentive compensation accruals (40 basis points).
The decrease in operating income in the Vocational segment was primarily a result of higher manufacturing overhead ($44 million), the impact of lower gross margin associated with lower sales volume ($37 million), higher material costs ($33 million) and adverse sales mix ($26 million), offset in part by improved pricing ($75 million) and lower incentive compensation accruals ($14 million).
34
Table of Contents
Transport
The following table presents the Transport segment results (in millions):
|
|
Second Quarter |
|
|
First Six Months |
|
||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||||||
Net sales |
|
$ |
536.1 |
|
|
$ |
479.1 |
|
|
$ |
57.0 |
|
|
|
11.9 |
% |
|
$ |
1,048.9 |
|
|
$ |
942.1 |
|
|
$ |
106.8 |
|
|
|
11.3 |
% |
Cost of sales |
|
|
493.0 |
|
|
|
435.2 |
|
|
|
57.8 |
|
|
|
13.3 |
% |
|
|
978.8 |
|
|
|
872.5 |
|
|
|
106.3 |
|
|
|
12.2 |
% |
Gross income |
|
$ |
43.1 |
|
|
$ |
43.9 |
|
|
$ |
(0.8 |
) |
|
|
-1.8 |
% |
|
$ |
70.1 |
|
|
$ |
69.6 |
|
|
$ |
0.5 |
|
|
|
0.7 |
% |
% of sales |
|
|
8.0 |
% |
|
|
9.2 |
% |
|
-120 bps |
|
|
|
|
|
|
6.7 |
% |
|
|
7.4 |
% |
|
-70 bps |
|
|
|
|
||||
Selling, general and administrative |
|
$ |
27.3 |
|
|
$ |
26.1 |
|
|
$ |
1.2 |
|
|
|
4.6 |
% |
|
$ |
50.1 |
|
|
$ |
51.2 |
|
|
$ |
(1.1 |
) |
|
|
-2.1 |
% |
Operating income |
|
$ |
15.8 |
|
|
$ |
17.8 |
|
|
$ |
(2.0 |
) |
|
|
-11.2 |
% |
|
$ |
20.0 |
|
|
$ |
18.4 |
|
|
$ |
1.6 |
|
|
|
8.7 |
% |
% of sales |
|
|
2.9 |
% |
|
|
3.7 |
% |
|
-80 bps |
|
|
|
|
|
|
1.9 |
% |
|
|
2.0 |
% |
|
-10 bps |
|
|
|
|
||||
Second Quarter 2026 Compared to 2025
Transport segment net sales increased due to higher NGDV sales volume ($133 million) offset in part by lower Defense sales volume ($99 million).
The decrease in gross margin in the Transport segment was primarily due to adverse sales mix (220 basis points), higher warranty expense associated with a defense vehicle program (100 basis points) and higher manufacturing overhead (90 basis points), partially offset by the impact of an NGDV performance obligation associated with aftermarket rights (260 basis points).
The decrease in operating income in the Transport segment was primarily due to adverse sales mix ($11 million), higher warranty expenses ($6 million) and higher manufacturing overhead ($5 million), partially offset by the NGDV aftermarket rights performance obligation ($17 million).
First Six Months 2026 Compared to 2025
Transport segment net sales increased due to higher NGDV sales volume ($296 million) offset in part by lower Defense sales volume ($225 million).
The decrease in gross margin in the Transport segment was primarily due to adverse sales mix (250 basis points), higher warranty expense associated with a defense vehicle program (60 basis points) and higher manufacturing overhead (50 basis points), partially offset by lower unfavorable cumulative catch-up adjustments on contracts (180 basis points) and the impact of the NGDV aftermarket rights performance obligation (130 basis points).
The increase in operating income in the Transport segment was primarily a result of lower unfavorable cumulative catch-up adjustments on contracts (17 million), the impact of the NGDV aftermarket rights performance obligation ($17 million) and the impact of higher gross margin associated with higher sales volume ($11 million), offset in part by adverse sales mix ($27 million), increased warranty expenses ($7 million) and higher manufacturing overhead ($6 million).
35
Table of Contents
Corporate and other
The following table presents corporate and other results (in millions):
|
|
Second Quarter |
|
|
First Six Months |
|
||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||||||
Net sales |
|
$ |
38.4 |
|
|
$ |
27.3 |
|
|
$ |
11.1 |
|
|
|
40.7 |
% |
|
$ |
75.0 |
|
|
$ |
53.2 |
|
|
$ |
21.8 |
|
|
|
41.0 |
% |
Cost of sales |
|
|
37.3 |
|
|
|
28.9 |
|
|
|
8.4 |
|
|
|
29.1 |
% |
|
|
71.7 |
|
|
|
59.7 |
|
|
|
12.0 |
|
|
|
20.1 |
% |
Gross income |
|
|
1.1 |
|
|
|
(1.6 |
) |
|
|
2.7 |
|
|
|
-168.8 |
% |
|
|
3.3 |
|
|
|
(6.5 |
) |
|
|
9.8 |
|
|
|
-150.8 |
% |
Selling, general and administrative |
|
|
45.6 |
|
|
|
46.9 |
|
|
|
(1.3 |
) |
|
|
-2.8 |
% |
|
|
88.6 |
|
|
|
87.4 |
|
|
|
1.2 |
|
|
|
1.4 |
% |
Amortization of purchased intangibles |
|
|
0.8 |
|
|
|
0.8 |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
1.6 |
|
|
|
1.5 |
|
|
|
0.1 |
|
|
|
6.7 |
% |
Intangible asset impairment |
|
|
— |
|
|
|
5.7 |
|
|
|
(5.7 |
) |
|
|
-100.0 |
% |
|
|
— |
|
|
|
5.7 |
|
|
|
(5.7 |
) |
|
|
-100.0 |
% |
Operating loss |
|
$ |
(45.3 |
) |
|
$ |
(55.0 |
) |
|
$ |
9.7 |
|
|
|
-17.6 |
% |
|
$ |
(86.9 |
) |
|
$ |
(101.1 |
) |
|
$ |
14.2 |
|
|
|
-14.0 |
% |
Second Quarter 2026 Compared to 2025
Net operating costs for corporate and other decreased primarily due to the non-recurrence of an intangible asset impairment ($6 million) at the Company's Pratt Miller business unit.
First Six Months 2026 Compared to 2025
Net operating costs for corporate and other decreased primarily due to the non-recurrence of the intangible asset impairment ($6 million) and improved operating results at Pratt Miller ($6 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 June 30, 2026, including $403.6 million of cash and cash equivalents and $1.58 billion 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 financial covenants contained in the Credit Agreement (as defined in “Liquidity”). The Company was in compliance as of June 30, 2026 and expects to remain in compliance with the financial covenants contained in the Credit Agreement.
The Company continues to actively monitor its liquidity position and working capital needs and prioritizes capital expenditures related to capacity and strategic investments. The Company remains in a stable capital resources and liquidity position that the Company believes is adequate to meet its projected needs.
Financial Condition
The Company’s cash and cash equivalents and capitalization were as follows (in millions):
|
|
June 30, |
|
|
December 31, |
|
||
Cash and cash equivalents |
|
$ |
403.6 |
|
|
$ |
479.8 |
|
Total debt |
|
|
1,102.8 |
|
|
|
1,100.9 |
|
Total shareholders’ equity |
|
|
4,527.3 |
|
|
|
4,530.5 |
|
Total capitalization (debt plus equity) |
|
|
5,630.1 |
|
|
|
5,631.4 |
|
Debt to total capitalization |
|
|
19.6 |
% |
|
|
19.5 |
% |
The Company’s ratio of debt to total capitalization of 19.6% at June 30, 2026 remained within its targeted range.
36
Table of Contents
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, 2026, 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) increased from 43 days at December 31, 2025 to 48 days at June 30, 2026. Days sales outstanding for segments other than the Transport segment increased from 51 days at December 31, 2025 to 53 days at June 30, 2026 primarily due to the timing of sales in the Vocational segment. Consolidated inventory turns (defined as “Cost of Sales” on an annualized basis, divided by the average “Inventory” at the past five quarter end periods) increased from 3.6 times at December 31, 2025 to 3.7 times at June 30, 2026. Consolidated days payable outstanding (defined as “Accounts Payable” at quarter end divided by material costs of sales for the most recent quarter multiplied by 90 days) decreased from 65 days at December 31, 2025 to 53 days at June 30, 2026 primarily due to more timely invoice processing.
Cash Flows
Operating Cash Flows
Operating activities provided cash of $213.3 million in the first six months of 2026 compared to using $305.7 million during the first six months of 2025. The improvement in operating cash flow reflected more disciplined working capital management related to lower inventory levels and higher customer advances. The Company continues to expect cash flow from operations to be between $750 million and $850 million in 2026.
Investing Cash Flows
Investing activities used cash of $42.1 million in the first six months of 2026 compared to using $99.1 million during the first six months of 2025. Through the first six months of 2026, the Company used $54.8 million for capital expenditures, a decrease of $26.1 million compared to the first six months of 2025. The Company continues to expect that it will invest $200 million on capital expenditures in 2026.
Financing Cash Flows
Financing activities used cash of $245.6 million in the first six months of 2026 compared to providing cash of $379.4 million during the first six months of 2025 primarily due to lower net borrowings and higher repurchases of common stock. In March 2025, to provide additional liquidity, the Company entered into a credit agreement with various lenders to borrow funds under a $500 million unsecured term loan. In the first six months of 2026, the Company repurchased 970,750 shares of its Common Stock at an aggregate cost of $138.9 million. As of June 30, 2026, the Company had approximately 7.0 million shares of Common Stock remaining under its repurchase authorization. In the first six months of 2025, the Company repurchased 702,307 shares of its Common Stock at an aggregate cost of $68.7 million.
Liquidity
Credit Agreements
On March 16, 2026, the Company entered into a Fourth Amended and Restated Credit Agreement with various lenders (the “Credit Agreement”). The Credit Agreement provides for an unsecured revolving credit facility (the “Revolving Credit Facility”) with a maximum aggregate availability of $1.60 billion that matures in March 2031. At June 30, 2026, there were no borrowings under the Revolving Credit Facility and specified outstanding letters of credit of $15.9 million reduced available capacity under the Revolving Credit Facility to $1.58 billion.
37
Table of Contents
Under the Credit Agreement, the Company is obligated to pay (i) an unused commitment fee ranging from 0.080% to 0.200% per annum of the average daily unused portion of the aggregate revolving credit commitments under the Credit Agreement and (ii) a fee ranging from 0.438% to 1.500% per annum of the maximum amount available to be drawn for each letter of credit issued and outstanding under the Credit Agreement.
In March 2025, the Company entered into a credit agreement with various lenders to borrow funds under a $500 million unsecured term loan (as amended, the “Term Loan”) that matures in March 2027. In March 2026, the Company executed a First Amendment to the Term Loan credit agreement to conform certain defined terms of the Term Loan to those contained in the Credit Agreement.
Covenant Compliance
The Term Loan and the Credit Agreement contain various restrictions and covenants, including a requirement that the Company maintain a leverage ratio at certain levels, subject to certain exceptions, restrictions on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, incur additional subsidiary indebtedness and consummate acquisitions and a restriction on the disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole. The Company was in compliance with the financial covenants as of June 30, 2026 and expects to be able to meet the financial covenants contained in its credit agreements over the next twelve months.
Senior Notes
In May 2018, the Company issued $300 million of 4.60% unsecured senior notes due May 15, 2028 (the “2028 Senior Notes”). In February 2020, the Company issued $300 million of 3.10% 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 Senior Notes and the 2030 Senior Notes at any time for a premium.
Refer to Note 12 of the Notes to Condensed Consolidated Financial Statements for additional information regarding the Company’s debt as of June 30, 2026.
Critical Accounting Estimates
The Company’s disclosures of critical accounting estimates in its Annual Report on Form 10-K for the year ended December 31, 2025 have not materially changed since that report was filed.
New Accounting Pronouncements
See Note 2 of the Notes to Condensed Consolidated Financial Statements for a discussion of the impact of new accounting pronouncements.
Customers and Backlog
Sales to the U.S. government comprised approximately 21% of the Company’s net sales in the first six months of 2026. 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 June 30, 2026 increased 3.7% to $14.75 billion compared to $14.23 billion at June 30, 2025. Access segment backlog increased 64.7% to $1.96 billion at June 30, 2026 compared to $1.19 billion at June 30, 2025 as the Company believes it is seeing a stronger construction equipment market driven by growth in data centers and megaprojects. Vocational segment backlog increased 5.6% to $6.62 billion at June 30, 2026 compared to $6.27 billion at June 30, 2025 due to continued growth in the municipal fire apparatus backlog and robust demand for airport products. Unit backlog for municipal fire apparatus as of June 30, 2026 was up 2.8% compared to June 30, 2025. Unit backlog for refuse and recycling collection vehicles as of June 30, 2026 was down 29.5% compared to June 30, 2025, which the Company believes is due to its customers being cautious in an uncertain macroeconomic environment. Transport segment backlog decreased 9.8% to $6.05 billion at June 30, 2026 compared to $6.71 billion at June 30, 2025, primarily reflecting NGDV production.
38
Table of Contents
Backlog represents the dollar amount of revenues that the Company anticipates from customer contracts that have been awarded and/or are in progress. Reported backlog includes the original contract amount and any contract modifications that have been agreed upon. Reported backlog excludes purchase options, orders for which definitive contracts have not been executed and any potential future contract modifications. Backlog is comprised of fixed and variable priced contracts that may be canceled, modified or otherwise changed in the future. As a result, backlog may not be indicative of future operating results. Backlog information and comparisons thereof as of different dates may not be accurate indicators of future sales. Approximately 67% of the Company’s June 30, 2026 backlog is not expected to be filled in 2026.
Non-GAAP Financial Measures
The Company is forecasting earnings per share excluding items that affect comparability. When the Company forecasts earnings per share, excluding items, this is considered a non-GAAP financial measure. The Company believes excluding the impact of these items is useful to investors to allow a more accurate comparison of the Company’s operating performance to prior year results. However, while forecasted adjusted earnings per share excludes amortization of purchased intangibles, revenue and earnings of acquired companies are reflected in forecasted adjusted earnings per share and intangible assets contribute to the generation of revenue and earnings. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s results or forecasts prepared in accordance with GAAP. The table below presents a reconciliation of the Company’s presented non-GAAP measure to the most directly comparable GAAP measure:
|
|
2026 Expectations |
|
|
Earnings per share-diluted (GAAP) |
|
$ |
10.50 |
|
Amortization of purchased intangibles, net of tax |
|
|
0.72 |
|
Expiration of foreign anti-hybrid tax matter |
|
|
(0.22 |
) |
Adjusted earnings per share-diluted (non-GAAP) |
|
$ |
11.00 |
|
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s quantitative and qualitative disclosures about market risk for changes in interest rates, commodity prices and foreign currency, which are incorporated by reference to Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, have not materially changed since that report was filed.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (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 June 30, 2026. 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 June 30, 2026 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 during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
39
Table of Contents
PART II - OTHER INFORMATION
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 December 31, 2025, which have not materially changed.
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 three months ended June 30, 2026:
Period |
|
Total Number of Shares |
|
|
Average Price |
|
|
Total Number of Shares |
|
|
Maximum Number of |
|
||||
April 1 - April 30 |
|
|
148,704 |
|
|
$ |
149.40 |
|
|
|
148,704 |
|
|
|
7,493,573 |
|
May 1 - May 31 |
|
|
340,822 |
|
|
|
129.93 |
|
|
|
340,822 |
|
|
|
7,152,751 |
|
June 1 - June 30 |
|
|
177,632 |
|
|
|
136.23 |
|
|
|
177,632 |
|
|
|
6,975,119 |
|
Total |
|
|
667,158 |
|
|
|
|
|
|
667,158 |
|
|
|
|
||
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
Not applicable.
40
Table of Contents
ITEM 5. OTHER INFORMATION
On
Except as disclosed above, none of our directors or executive officers
ITEM 6. EXHIBITS
Exhibit No. |
Description |
10.1 |
Oshkosh Corporation Deferred Compensation Plan for Directors and Executive Officers* |
|
|
31.1 |
Certification by the President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated July 28, 2026. |
|
|
31.2 |
Certification by the Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated July 28, 2026. |
|
|
32.1 |
Written Statement of the President and Chief Executive Officer, pursuant to 18 U.S.C. §1350, dated July 28, 2026. |
|
|
32.2 |
Written Statement of the Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. §1350, dated July 28, 2026. |
|
|
101.INS |
The instance document does not appear in the interactive data file because its XBRL (Extensible Business Reporting Language) tags are embedded within the Inline XBRL document. |
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents |
|
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Denotes a management contract or compensatory plan or arrangement.
41
Table of Contents
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 |
|
|
|
|
|
|
July 28, 2026 |
By |
/s/ John C. Pfeifer |
|
|
John C. Pfeifer, President and Chief Executive Officer |
|
|
|
|
|
|
July 28, 2026 |
By |
/s/ Matthew A. Field |
|
|
Matthew A. Field, Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
July 28, 2026 |
By |
/s/ James C. Freeders |
|
|
James C. Freeders, Senior Vice President Finance and Controller |
42