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What changed in OSHKOSH CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of OSHKOSH CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+352 added−367 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-20)

Top changes in OSHKOSH CORP's 2025 10-K

352 paragraphs added · 367 removed · 272 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

96 edited+25 added−33 removed46 unchanged
Biggest changeRecent product launches include the Pierce Volterra, North America’s first electric fire truck; the Striker Volterra Electric ARFF, an electric ARFF vehicle with advanced electric vehicle battery technology; the McNeilus Volterra ZSL and ZFL, North America’s first fully integrated electric refuse and recycling collection vehicles; the JLG DaVinci lift, the world’s first all-electric scissor lift; JLG ClearSky Smart Fleet, the construction industry’s first two-way fleet management and communication platform; and the NGDV, a delivery vehicle that leverages advanced technologies, sustainability and operational efficiency.
Biggest changeHighlights include the JLG AG619 agriculture telehandler, engineered to help farmers maneuver and lift with ease in tight spaces; the Oshkosh AeroTech Tempest-si Deicer, enabling compact, high-performance aircraft de-icing; the JLG Micro-Sized Scissor Lift, redefining mobility in congested work environments; the McNeilus Volterra ZSL and ZFL, North America’s first fully integrated electric refuse and recycling collection vehicles; the NGDV, built to enhance safety, sustainability and operational efficiency; the JLG ClearSky Smart Fleet connected technology, a two-way digital ecosystem delivering real-time intelligence; and the Pierce Volterra, the first electric fire truck in North America.
AeroTech sales are conducted through a team of direct sales personnel strategically located across the globe and through an extensive network of sales agents. The Company markets its Oshkosh-branded ARFF vehicles through a combination of direct sales representatives and dealerships domestically and an extensive network of representatives and distributors in international markets.
Oshkosh AeroTech sales are conducted through a team of direct sales personnel strategically located across the globe and through an extensive network of sales agents. The Company markets its Oshkosh-branded ARFF vehicles through a combination of direct sales representatives and dealerships domestically and an extensive network of representatives and distributors in international markets.
The Company believes its competitive strengths in the Americas refuse and recycling collection vehicle markets include: strong brand recognition; enhanced safety features; innovative and comprehensive product offerings; product lifecycle support; a reputation for high-quality products; ability to integrate refuse and recycling collection bodies with alternative fuel technology chassis; the offering of a fully integrated electric refuse vehicle; large-scale and high-efficiency manufacturing; and a nationwide network of independent dealers.
The Company believes its competitive strengths in the Americas refuse and recycling collection vehicle markets include: strong brand recognition; enhanced safety features; innovative and comprehensive product offerings; product lifecycle support; a reputation for high-quality products; ability to integrate refuse bodies with alternative fuel technology chassis; the offering of a fully integrated electric refuse and recycling collection vehicle; large-scale and high-efficiency manufacturing; and a nationwide network of independent dealers.
The Company believes that its competitive strengths include: 9 strategic global purchasing capabilities; extensive pricing/costing and defense contracting expertise; a significant installed base of vehicles currently in use throughout the world; flexible and high-efficiency vertically-integrated manufacturing capabilities; patented and/or proprietary vehicle components such as the TAK-4 family of independent suspension systems, Oshkosh power transfer cases and Command Zone integrated vehicle diagnostics; weapons and communications integration; ability to develop new and improved product capabilities responsive to the needs of its customers; product quality; and aftermarket parts sales and service capabilities.
The Company believes that its competitive strengths include: strategic global purchasing capabilities; extensive pricing/costing and defense contracting expertise; a significant installed base of vehicles currently in use throughout the world; flexible and high-efficiency vertically-integrated manufacturing capabilities; patented and/or proprietary vehicle components such as the TAK-4 family of independent suspension systems, Oshkosh power transfer cases and Command Zone integrated vehicle diagnostics; weapons and communications integration; ability to develop new and improved product capabilities responsive to the needs of its customers; product quality; and aftermarket parts sales and service capabilities.
The Company believes that its 8 competitive strengths include: recognized, premium brand name; nationwide network of independent Pierce dealers; extensive, high-quality and innovative product offerings, which include single-source customer solutions for aerials, pumpers and rescue units; large-scale and high-efficiency custom manufacturing capabilities; and proprietary technologies such as the Pierce Ultimate Configuration (PUC), TAK-4 independent suspension system, Hercules and Husky foam systems, Command Zone electronics, Volterra parallel-electric drivetrain and the Ascendant family of aerial fire trucks.
The Company believes that its competitive strengths include: recognized, premium brand name; nationwide network of independent Pierce dealers; extensive, high-quality and innovative product offerings, which include single-source customer solutions for aerials, pumpers and rescue units; large-scale and high-efficiency custom manufacturing capabilities; and proprietary technologies such as the Pierce Ultimate Configuration (PUC), TAK-4 independent suspension system, Hercules and Husky foam systems, Command Zone electronics, Volterra parallel-electric drivetrain and the Ascendant family of aerial fire trucks.
The Company does not believe that any existing patent, trademark, copyright, trade secret or license is of such importance that its loss or termination would have a material adverse effect on the Company's business taken as a whole. Competition In all of the Company’s segments, competitors include smaller, specialized manufacturers as well as large, mass producers.
The Company does not believe that any existing patent, trademark, copyright, trade secret or license is of such importance that its loss or termination would have a material adverse effect on the Company's business taken as a whole. 7 Competition In all of the Company’s segments, competitors include smaller, specialized manufacturers as well as large, mass producers.
Certain of the Company’s contracts with the DoD, including the JLTV and FMTV A2 contracts, require that the Company effectively transfer the “technical know-how” necessary to produce and support the vehicles and/or other deliverables within the contract to the customer. The Competition in Contracting Act requires competition for U.S. defense programs in most circumstances.
Certain of the Company’s contracts with the DoD, including the FMTV A2 contract, require that the Company effectively transfer the “technical know-how” necessary to produce and support the vehicles and/or other deliverables within the contract to the customer. The Competition in Contracting Act requires competition for U.S. defense programs in most circumstances.
Such proceedings could involve claims by the government for fines, penalties, compensatory and treble damages, restitution and/or forfeitures. Under government regulations, a company or one or more of its subsidiaries can also be suspended or debarred from government contracts or lose its export privileges based on the results of such proceedings.
Such proceedings could involve claims by the government for fines, penalties, compensatory and treble damages, restitution and/or forfeitures. Under government regulations, a company 10 or one or more of its subsidiaries can also be suspended or debarred from government contracts or lose its export privileges based on the results of such proceedings.
Marketing, Sales, Distribution and Service The Company believes it differentiates itself from many of its competitors by tailoring its distribution to the needs of its purpose-built vehicle and equipment markets and with its national and global sales and service capabilities.
Marketing, Sales, Distribution and Service The Company believes it differentiates itself from many of its competitors by tailoring its distribution to the needs of its purpose-built vehicle and equipment markets and with its national and global sales and service reach and capabilities.
The Company’s flexible distribution model focuses on meeting customers on their terms with turnkey delivery, training and support over the life of the vehicle. The Company backs its products with rapid parts shipment, enabled by predictive tools that ensure inventory availability, and service technicians are available to domestic customers 365 days a year.
The Company’s flexible distribution model focuses on meeting customers on their terms with turnkey delivery, training and support over the life of the vehicle. The Company backs its products with rapid parts shipment, enabled by predictive tools that help ensure inventory availability, and service technicians who are available to domestic customers 365 days a year.
In addition, the Company believes it has competitive advantages over smaller vehicle and equipment manufacturers due to volumes that offer purchasing power, technology and manufacturing sharing opportunities across product lines. The Company believes that its competitive cost structure, strategic global purchasing capabilities, engineering expertise, product quality and global distribution and service systems have enabled it to compete effectively.
In addition, the Company believes it has competitive advantages over smaller vehicle and equipment manufacturers due to volumes that offer purchasing power and opportunities to share technology and manufacturing across product lines. The Company believes that its competitive cost structure, strategic global purchasing capabilities, engineering expertise, product quality and global distribution and service systems have enabled it to compete effectively.
The team is comprised of members with diverse backgrounds in quality, lean, data analytics, product and process engineering, and culture change management. Simplification includes lean tools to eliminate waste and provide better value for customers. It also guides customer satisfaction assessments to help identify opportunities to improve the customer experience with the Company.
The team is comprised of members with diverse backgrounds in quality, lean, data analytics, product and process engineering, and culture change management. Simplification includes lean tools to eliminate waste and provide better value for customers. 6 It also guides customer satisfaction assessments to help identify opportunities to improve the customer experience.
These highly-specialized vehicles are required to be in service at most airports worldwide to support commercial airlines in the event of an emergency. Many of the largest airports in the United States are served by the Company’s ARFF vehicles. The U.S. government also maintains a fleet of ARFF vehicles that are used to support military operations throughout the world.
These highly-specialized vehicles are required to be in service at most airports worldwide to support commercial airlines in the event of an emergency. Many of the largest airports in the U.S. are served by the Company’s ARFF vehicles. The U.S. government also maintains a fleet of ARFF vehicles that are used to support military operations throughout the world.
The Company offers a competitive benefit platform to help ensure that, no matter where team members are in their well-being journeys, they are supported in their physical, financial and emotional goals. In 2024, the Company cared for over 26,000 people, including team members and their families, on its medical plan.
The Company offers a competitive benefit platform to help ensure that, no matter where team members are in their well-being journeys, they are supported in their physical, financial and emotional goals. In 2025, the Company cared for over 26,000 people, including team members and their families, on its medical plan.
The U.S. government has become more aggressive in seeking to acquire the design rights to the Company’s current and potential future programs to facilitate competition for manufacturing our vehicles. The willingness of the bidders to license their design rights to the DoD was an evaluation factor in the JLTV and FMTV A2 contract competitions.
The U.S. government has become more aggressive in seeking to acquire the design rights to the Company’s current and potential future programs to facilitate competition for manufacturing our vehicles. The willingness of the bidders to license their design rights to the DoD was an evaluation factor in the FMTV A2 contract competition.
The United Auto Workers (UAW) Union, whose agreement expires in September 2027, represented the majority of these employees (1,338 employees), with the remaining being represented by the United Steelworkers, the Boilermakers, Iron Shipbuilders, Blacksmiths and Forgers Union (Boilermakers), International Brotherhood of Teamsters Union (Teamsters), Eastern Millwright Regional Council and International Brotherhood of Electrical Workers.
The United Auto Workers (UAW) Union, whose agreement expires in September 2027, represented the majority of these employees (1,150 employees), with the remaining being represented by the United Steelworkers, the Boilermakers, Iron Shipbuilders, Blacksmiths and Forgers Union (Boilermakers), International Brotherhood of Teamsters Union (Teamsters), Eastern Millwright Regional Council and International Brotherhood of Electrical Workers.
The principal method of competition for defense vehicles involves a competitive bid process that considers factors as determined by the customer, such as price, product performance, product lifecycle costs, small and disadvantaged business participation, product quality, adherence to bid specifications, production capability, project management capability, past performance and product support. Usually, the Company’s vehicle systems must also pass extensive testing.
The principal method of competition involves a competitive bid process that considers factors as determined by the customer, such as price, product performance, product lifecycle costs, small and disadvantaged business participation, product quality, adherence to bid specifications, production capability, project management capability, past performance and product support. Usually, the Company’s vehicle systems must also pass extensive testing.
The Company believes its dedication to keeping its products in-service in demanding conditions worldwide has contributed to customer loyalty. The Company provides its salespeople, representatives and distributors with product and sales training on the operation and specifications of its products.
The Company believes its dedication to keeping its products operational in demanding conditions worldwide has contributed to customer loyalty. The Company provides its salespeople, representatives and distributors with product and sales training on the operation and specifications of its products.
Government Contracts Approximately 20% of the Company's sales for 2024 were made to the U.S. government, a substantial majority of which were under multi-year contracts and programs in the defense vehicle market.
Government Contracts Approximately 20% of the Company's sales for 2025 were made to the U.S. government, a substantial majority of which were under multi-year contracts and programs in the defense vehicle market.
Facilities for the majority of AeroTech and Oshkosh Defense and the following brands are ISO 9001 certified: JLG, Jerr-Dan, Hinowa, AUSA, Pierce, Maxi-Metal, Oshkosh Airport Products, McNeilus and Frontline Communications. The Company has a team of employees dedicated to leading the implementation of the Company’s simplification initiatives.
The majority of Oshkosh AeroTech and Oshkosh Defense facilities and the following brands are ISO 9001 certified: JLG, Jerr-Dan, AUSA, Hinowa, Pierce, Maxi-Metal, Oshkosh Airport Products, McNeilus, Frontline Communications and Pratt Miller. The Company has a team of employees dedicated to leading the implementation of the Company’s simplification initiatives.
AeroTech Airport Services also provides contracting, project management, design and installation services for the critical and complex baggage systems and other key facility operations. Through Oshkosh Airport Products, the Company is a leader in the design and sale of ARFF vehicles to domestic and international airports.
Oshkosh AeroTech Airport Services also provides contracting, project management, design and installation services for critical and complex baggage systems and other key airport facility operations. Through Oshkosh Airport Products, the Company is a leader in the design and sale of internal combustion and electrified ARFF vehicles to domestic and international airports.
AeroTech's Airport Services business specializes in the maintenance, servicing and operation of key airport facility systems such as HVAC, passenger boarding systems and baggage systems, as well as leveraging asset management technology, including our iOPS Intelligent Monitoring System, to support efficient airport operations.
Oshkosh AeroTech's Airport Services business specializes in the maintenance, servicing and operation of key airport facility systems such as HVAC, passenger boarding systems and baggage systems, as well as leveraging asset management technology, including its iOPS Intelligent Monitoring System, to support efficient airport operations.
Oshkosh Defense maintains a large parts distribution warehouse in Milwaukee, Wisconsin to fulfill stringent parts delivery schedule requirements, as well as satellite facilities near DoD bases in the U.S. and abroad. Manufacturing The Company manufactures its products at 31 manufacturing facilities.
Oshkosh Defense maintains a parts distribution warehouse in Wisconsin to fulfill stringent parts delivery schedule requirements, as well as satellite facilities near DoD bases in the U.S. and abroad. Manufacturing The Company manufactures its products at 37 manufacturing facilities.
Dealers and representatives, except for those utilized by JLG and IMT, are generally not permitted to market and sell competitive products. Access segment. JLG’s products are marketed across six continents through rental companies and distributors that purchase products and then rent or sell them and provide service support, as well as through other Company owned sales and service branches.
Dealers and representatives, except for those utilized by JLG and IMT, are generally not permitted to market and sell competitive products. Access segment. JLG’s products are marketed across six continents through rental companies and distributors that purchase products and then rent or sell them, as well as provide service and support.
The Company also arranges equipment financing and leasing solutions for its other Vocational segment customers, primarily through third-party funding arrangements with independent financial companies, and occasionally provides credit support in connection with these financing and leasing arrangements. 4 Defense segment.
The Company typically provides credit support in connection with these financing and leasing arrangements. The Company also arranges equipment financing and leasing solutions for its other Vocational segment customers, primarily through third-party funding arrangements with independent financial companies, and occasionally provides credit support in connection with these financing and leasing arrangements. Transport segment.
Competition for DoD programs currently supplied by the Company could result in the U.S. government awarding future contracts to another manufacturer or the U.S. government awarding the contracts to the Company at lower prices and operating margins than the Company experiences under current contracts. Oshkosh Defense also produces postal delivery vehicles for the USPS.
Competition for DoD programs currently supplied by the Company could result in the U.S. government awarding future contracts to another manufacturer or the U.S. government awarding the contracts to the Company at lower prices and operating margins than the Company experiences under current contracts. 9 The Transport segment also produces postal delivery vehicles for the USPS.
Sales are generally lower in the three months ended December 31 in all segments due to the relatively high number of holidays in the United States, which reduce available production and shipping days. Available Information The Company maintains a website with the address www.oshkoshcorp.com .
Sales are generally lower in the three months ended December 31 in all segments due to the relatively high number of holidays in the U.S., which reduce available production and shipping days. 12 Available Information The Company maintains a website with the address www.oshkoshcorp.com .
Pierce also sells fire apparatus to international municipal and industrial fire departments through a network of international dealers. 5 The Company markets its Maxi-Metal vehicles through a combination of direct sales representatives and a network of dealers. Some of these representatives and dealers also handle Pierce products.
Pierce also sells fire apparatus to international municipal and industrial fire departments through a network of international dealers. The Company markets its Maxi-Metal vehicles through a combination of direct sales representatives and a network of dealers in Canada. Some of these representatives and dealers also sell Pierce products.
The segment also includes IMT-branded field service vehicles and truck-mounted cranes, Frontline Communications-branded simulators, command vehicles and other communication vehicles and Oshkosh S-Series front-discharge concrete mixer vehicles. Vocational segment sales are made primarily to municipal and commercial customers in the Americas. The Defense segment designs, manufactures and sustains best-in-class specialty vehicles and mobility systems for the U.S.
The segment also includes IMT-branded field service vehicles and truck-mounted cranes, Oshkosh S-Series front-discharge concrete mixer vehicles and Frontline Communications-branded simulators and command vehicles. Vocational segment sales are made primarily to municipal and commercial customers in North America. Under the Oshkosh Defense brand, the Transport segment designs, manufactures and sustains best-in-class specialty vehicles and mobility systems for the U.S.
For example, the Company has completed the following strategic acquisitions and divestitures over the past three years: • In September 2024, the Company acquired AUSA, a privately held Spanish manufacturer of wheeled dumpers, rough terrain forklifts and telehandlers, for $114.5 million. • In August 2023, the Company acquired AeroTech from JBT Corporation for $804.6 million. • In July 2023, the Defense segment sold its snow removal apparatus business for $17.1 million. • In March 2023, the Vocational segment sold its rear-discharge concrete mixer business for $32.9 million. • In January 2023, the Company acquired Hinowa, an Italian manufacturer of compact crawler booms and tracked equipment, for $186.8 million. • In June 2022, the Company acquired Maxi-Metal, a Canadian manufacturer of custom fire apparatus and utility vehicles, for $19.7 million.
For example, the Company has completed the following strategic acquisitions and divestitures over the past three years: • In September 2024, the Company acquired AUSA, a privately held Spanish manufacturer of wheeled dumpers, rough terrain forklifts and telehandlers, for $114.5 million. • In August 2023, the Company acquired AeroTech from JBT Corporation for $804.6 million. • In July 2023, the Transport segment sold its snow removal apparatus business for $17.1 million. • In March 2023, the Vocational segment sold its rear-discharge concrete mixer business for $32.9 million. • In January 2023, the Company acquired Hinowa, an Italian manufacturer of compact crawler booms and tracked equipment, for $186.8 million.
Competition for front-discharge concrete mixers includes Terex Corporation. Principal methods of competition are price, service, product features, product quality and product availability. The Company believes its competitive strengths include: strong brand recognition; large-scale and high-efficiency manufacturing; product innovation; high product quality; innovative control systems and a significant installed base of front-discharge concrete mixers in use in the marketplace. Defense segment.
Principal methods of competition are price, service, product features, product quality and product availability. The Company believes its competitive strengths include: strong brand recognition; large-scale and high-efficiency manufacturing; product innovation; high product quality; innovative control systems; a leading service network and a significant installed base of front-discharge concrete mixers in use in the marketplace. Transport segment.
The Company believes its People First culture is a strength, and the Company intends to continue building upon that culture to foster innovation and drive long-term, sustainable performance across the business. In 2024, 60% of global production and office team members participated in the Company’s Global Engagement Survey. Engagement across the enterprise was 7.5 out of 10.
The Company believes its People First culture is a strength, and the Company intends to continue building upon that culture to foster innovation and drive long-term, sustainable performance across the business. In 2025, 62% (60% in 2024) of global production and office team members participated in the Company’s Global Engagement Survey.
Principal methods of competition include brand awareness, ability to meet or exceed customer specifications, price, lead times, the extent to which a company offers single-source customer solutions, product innovation, product quality, dealer distribution and service and support.
(a subsidiary of Terex Corporation) and numerous smaller, regional manufacturers. Principal methods of competition include brand awareness, ability to meet or exceed customer specifications, price, lead times, the extent to which a company offers single-source customer solutions, product innovation, product quality, dealer distribution and service and support.
(a subsidiary of Linamar Corporation), Haulotte Group, Xuzhou Construction Machinery Group Co., Ltd. (XCMG), Zhejiang Dingli Machinery Co., Ltd. and numerous other manufacturers. Global competition for sales of telehandler equipment includes J C Bamford Excavators Ltd., the Manitou Group, Merlo SpA, Genie Industries, Inc., Skyjack Inc. and numerous other manufacturers.
(XCMG), Zhejiang Dingli Machinery Co., Ltd. and numerous other manufacturers. Global competition for sales of telehandler equipment includes J C Bamford Excavators Ltd., the Manitou Group, Merlo SpA, Genie Industries, Inc., Skyjack Inc. and numerous other manufacturers.
For the last 11 years, the Company has held the Oshkosh Excellence Awards (OEAs), an annual competition and recognition event that invites team members to submit innovative ideas to foster improvements for its culture, operations, products and customers. Over 600 OEA nominations were submitted in 2024. 12 Talent and Learning .
For the last 12 years, the Company has held the Oshkosh Excellence Awards (OEAs), an annual competition and recognition event that invites team members to submit innovative ideas to foster improvements for its culture, operations, products and customers. Over 950 OEA nominations were submitted in 2025. Workforce Composition.
The Company frequently achieves premium pricing due to the quality, durability and low total cost of ownership of its products and its commitment to providing high quality lifecycle support through extensive parts and service support programs. Innovative and Proprietary Solutions.
The Company frequently achieves premium pricing due to the quality, durability and low total cost of ownership of its products and its commitment to providing high quality lifecycle support through extensive parts and service support programs. Flexible, Technology Enabled Manufacturing.
The Company has three reportable segments: Access, Vocational and Defense, which comprised 48%, 31% and 20%, respectively, of the Company’s 2024 consolidated net sales. Oshkosh’s leading brands include a wide range of purpose-built vehicles and equipment to serve a diverse set of end markets. Our innovations are scalable and adaptable, often expanding across many of our businesses.
The Company has three reportable segments: Access, Vocational and Transport, which comprised 43%, 36% and 20%, respectively, of the Company’s 2025 consolidated net sales. Oshkosh’s leading brands include a wide range of purpose-built vehicles and equipment for a diverse set of end markets. Our innovations are scalable and adaptable, often expanding across many of our businesses.
Competition for sales of delivery vehicles includes, among others, Utilimaster (a subsidiary of The Shyft Group), Morgan Olson (a subsidiary of JB Poindexter & Co., Inc.), Workhorse Group Incorporated and Rivian Automotive Inc.
Competition for sales of delivery vehicles includes, among others, Utilimaster (a subsidiary of Aebi Schmidt Group), Morgan Olson (a subsidiary of JB Poindexter & Co., Inc.) and Rivian Automotive Inc.
The Company believes Jerr-Dan is recognized as an industry leader in quality and innovation. Jerr-Dan offers a broad line of carriers, wreckers and rotators. 3 In addition to manufacturing equipment, Jerr-Dan provides its customers with one-stop service support and generates revenue from the installation of equipment, as well as the sale of chassis and service parts. Vocational segment.
Jerr-Dan offers a broad line of carriers, wreckers and rotators. In addition to manufacturing equipment, Jerr-Dan provides its customers with one-stop service support and generates revenue from the installation of equipment, as well as the sale of chassis and service parts. Vocational segment.
The Company has developed strong market positions and brand recognition in its core businesses, which it attributes to its reputation for quality products, technology innovation, advanced engineering, vehicle and equipment performance, reliability, customer service and low total cost of ownership.
The Company has developed strong market positions and brand recognition in its core businesses, which it attributes to its commitment to exceptional quality, technological innovation, advanced engineering, performance, reliability, customer service and low total cost of ownership.
If the U.S. government exercises its rights under this clause, the contractor is entitled to payment for the allowable costs incurred and a reasonable profit on the work performed to date. The U.S. government can also terminate a contract for default.
U.S. government contracts generally permit the government to terminate a contract, in whole or part, at the government’s convenience. If the U.S. government exercises its rights under this clause, the contractor is entitled to payment for the allowable costs incurred and a reasonable profit on the work performed to date. The U.S. government can also terminate a contract for default.
We believe collaboration across our diverse and resilient portfolio allows breakthroughs in technology, supply chain, materials integration and manufacturing processes to extend across multiple markets.
We believe collaboration across our diverse, resilient portfolio drives breakthroughs in technology, supply chain, materials integration and manufacturing across markets.
The Company’s teams creatively identified opportunities to volunteer in 2024 donating over 22,300 hours to the communities in which they live and work.
The Company’s teams creatively identified opportunities to volunteer in 2025, donating over 20,800 hours to the communities in which they live and work.
Oshkosh Defense was selected by the USPS to build their NGDV under an indefinite delivery, indefinite quantity (IDIQ) contract that allows the USPS to purchase up to 165,000 units over ten years. Oshkosh Defense’s offering provides the USPS with both zero-emission battery electric vehicles (BEVs) and fuel efficient, low emission internal combustion engine (ICE) vehicles.
Oshkosh Defense is also building the NGDV for the USPS under an indefinite delivery, indefinite quantity contract that allows the USPS to purchase up to 165,000 vehicles over ten years. Oshkosh Defense’s offering provides the USPS with both fuel efficient, low emission internal combustion engine and zero-emission battery electric vehicles.
The contract allows for the delivery of up to 165,000 vehicles over a 10-year period. 1 Significant Defense segment contracts as of December 31, 2024 include: Contract Customer Order Period Delivery Period for Current Orders Family of Heavy Tactical Vehicles (FHTV) DoD 2015 - 2029 2025 - 2026 Family of Medium Tactical Vehicles (FMTV) DoD 2018 - 2025 2025 - 2027 Medium Caliber Weapons System (MCWS) DoD 2021 - 2027 2025 - 2026 Joint Light Tactical Vehicles (JLTV) DoD 2015 - 2023 2025 NGDV USPS 2021 - 2031 2025 - 2027 The Company has a disciplined capital allocation strategy that focuses on growth investments, including reinvesting in the Company's core businesses and growing through strategic acquisitions, as well as returns to shareholders through dividends and share repurchases.
Significant Transport segment contracts as of December 31, 2025 include: Contract Customer Order Period Delivery Period for Current Orders Family of Heavy Tactical Vehicles (FHTV) DoD 2015 - 2029 2026 - 2027 Family of Medium Tactical Vehicles (FMTV) DoD 2018 - 2028 2026 - 2028 Medium Caliber Weapons System (MCWS) DoD 2021 - 2027 2026 - 2027 NGDV USPS 2021 - 2031 2026 - 2028 1 The Company has a disciplined capital allocation strategy that focuses on reinvesting in its core businesses, delivering returns to shareholders through dividends and share repurchases and pursuing growth through strategic acquisitions.
The Company leveraged its recently upgraded enterprise Learning Management System to enable all team members to access learning content on its technology platform. Strategic succession planning, future leader pipelines and critical role depth are regularly reviewed and updated.
Team members of the Company logged 246,000 learning hours in 2025. The Company leverages its enterprise Learning Management System to enable all team members to access learning content on its technology platform. Strategic succession planning, future leader pipelines and critical role depth are regularly reviewed and updated by management.
The Company believes the geographic breadth, size and quality of its Pierce fire apparatus dealer network are competitive advantages in a market characterized by a few large manufacturers and numerous small, regional competitors.
The Company markets its Jerr-Dan-branded carriers, wreckers and rotators through its extensive network of independent distributors. Vocational segment. The Company believes the geographic breadth, size and quality of its Pierce fire apparatus dealer network are competitive advantages in a market characterized by a few large manufacturers and numerous small, regional competitors.
The Oshkosh Way provides specific guidance to team members, outlining how they are expected to act with the integrity that has defined Oshkosh since the Company was founded over 100 years ago.
The Company requires all team members to complete training on its Code of Conduct referred to as “The Oshkosh Way”. The Oshkosh Way provides specific guidance to team members, outlining how they are expected to act with the integrity that has defined Oshkosh since the Company was founded over 100 years ago.
Oshkosh Defense also manufacturers the L-ATV, light combat tactical all-terrain vehicle, (domestically known as the JLTV) designed to protect, sustain and provide mobility for personnel and payloads across the full spectrum of military operations.
Oshkosh Defense also manufactures the L-ATV, light combat tactical all-terrain vehicle (domestically known as the JLTV), designed to protect, sustain and provide mobility for personnel and payloads across the full spectrum of military operations. In addition, Oshkosh Defense recently introduced its Family of Multi-Mission Autonomous Vehicles (FMAV). As the U.S.
Principal methods of competition for carriers, wreckers and rotators include product quality and innovation, product performance, price and service. The Company believes its competitive strengths in this market include its high-quality, innovative and high-performance product line and its cost competitive manufacturing capabilities. Vocational segment.
Principal methods of competition include product quality and innovation, product performance, price and service. The Company believes its competitive strengths in this market include its high-quality, innovative and high-performance product line and its cost competitive manufacturing capabilities. Vocational segment. Competitors for Pierce and Maxi-Metal firefighting vehicles include Rosenbauer International AG, REV Group, Inc.
Access segment. JLG operates in the global construction, maintenance, agricultural, vegetation management and industrial equipment markets. JLG’s competitors range from some of the world’s largest multinational construction equipment manufacturers to small single-product niche manufacturers. Within this global market, competition for sales of aerial work platform equipment includes Genie Industries, Inc. (a subsidiary of Terex Corporation), Skyjack Inc.
JLG’s competitors range from some of the world’s largest multinational construction equipment manufacturers to small single-product niche manufacturers. Within this global market, competition for sales of aerial work platform equipment includes Genie Industries, Inc. (a subsidiary of Terex Corporation), Skyjack Inc. (a subsidiary of Linamar Corporation), Haulotte Group, Xuzhou Construction Machinery Group Co., Ltd.
Defense segment. While Oshkosh Defense sells a substantial portion of its domestic defense products directly to principal branches of the DoD, it also sells defense products to numerous international governments around the globe. Oshkosh Defense locates its business development, consultants and engineering professionals near its customers’ principal commands, both domestically and internationally.
While Oshkosh Defense sells a substantial portion of its domestic defense products directly to the DoD, it also sells defense products to other prime contractors of the DoD, NATO nations and other U.S.-approved partner nations. Oshkosh Defense locates its business development, consultants and engineering professionals near its customers’ principal commands, both domestically and internationally.
Access customers include equipment rental companies, distributors, construction contractors, manufacturing companies and home improvement centers. JLG's products are marketed worldwide through independent rental companies and distributors that purchase these products and then rent or sell them and provide service support, as well as through other sales and service branches or organizations.
Access customers include equipment rental companies, construction contractors and home improvement centers. JLG's products are employed worldwide by end users through JLG’s rental customers or independent distributors, who purchase JLG's products and then rent or sell them and provide service support.
In an effort to be a single-source supplier for its customers, Pierce offers a full line of custom and commercial fire apparatus and emergency vehicles, including pumpers, aerial platforms, ladder and tiller trucks, tankers, light-, medium- and heavy-duty rescue vehicles, wildland rough terrain response vehicles and other emergency response vehicles.
In an effort to be a single-source supplier for its customers, Pierce offers a full line of custom and commercial fire apparatus and emergency vehicles, including pumpers, aerial platforms, ladder and tiller trucks, tankers, light-, medium- and heavy-duty rescue vehicles, wildland rough terrain response vehicles and other emergency response vehicles. 3 Through Oshkosh AeroTech, the Company is a leading designer and manufacturer of aviation ground support products and gate equipment for commercial airlines, airports, air freight carriers, ground handling and military customers.
Certain Oshkosh Corporation trademarks including the Oshkosh name and logomark, along with each of its business unit brands contribute to the business’ identity.
The Company leverages technology across its businesses and segments to bring innovative solutions to customers around the world. Certain Oshkosh Corporation trademarks including the Oshkosh name and logomark, along with each of its business unit brands contribute to the business’ identity.
Within the Company’s facilities, simplification projects have contributed to manufacturing efficiency gains, materials management improvements, quality enhancements and reduced cycle times. Simplification projects have also freed up manufacturing capacity to support production increases. Engineering, Research and Development The Company is an innovator of purpose-built vehicles and equipment.
Within the Company’s facilities, simplification projects have contributed to manufacturing efficiency gains, reduced cycle times, materials management improvements and quality enhancements. Simplification projects have also improved manufacturing capacity to support production increases.
Oshkosh Defense began delivering vehicles on this contract in the first half of 2024. Through December 2024, the USPS has placed orders for 51,500 NGDVs.
Oshkosh Defense began producing and shipping vehicles under this contract in the first half of 2024. Through December 2025, the USPS has ordered 51,500 NGDVs.
For each of its target markets, the Company has developed advanced technology or acquired a broad product line in an effort to become a supplier of choice for purpose-built vehicles and equipment, parts and service to support its customers.
In each of its target markets, the Company believes it has either developed advanced, purpose-built technologies or strategically acquired broad product lines to become the supplier of choice for vehicles, equipment, parts and service of the types that the Company offers.
AeroTech designs and manufactures airport ground support equipment and gate equipment and provides baggage and facility airport services. Oshkosh Airport Products designs and manufactures aircraft rescue and firefighting (ARFF) vehicles. McNeilus designs and manufactures refuse and recycling collection vehicles and components.
The Pierce and Maxi-Metal businesses design and manufacture commercial and custom fire apparatus. Oshkosh AeroTech designs and manufactures airport ground support equipment (GSE) and gate equipment, and provides baggage, airport facility and operations, and equipment-monitoring technology services. Oshkosh Airport Products designs and manufactures aircraft rescue and firefighting (ARFF) vehicles. McNeilus designs and manufactures refuse and recycling collection vehicles and components.
The Company continued a series of executive leadership development events and expanded virtual learning opportunities to all managers on topics of leadership, fostering engagement and an inclusive culture and cultivating innovation and performance. Team members of the Company logged over 253,000 learning hours in 2024.
The Company offers multiple programs of Lens of Leadership, its signature in-person development program for team members at the director level and above. The Company continued a series of executive leadership development events and expanded virtual learning opportunities to all managers on topics of leadership, fostering engagement and an inclusive culture and cultivating innovation and performance.
The Company believes these investments have improved and will continue to improve the overall efficiency and performance of the business’ global supply chain. 11 Environmental Matters The Company is subject to a wide variety of local, state, and federal environmental laws in the U.S., as well as in other countries where the Company conducts business.
Environmental Matters The Company is subject to a wide variety of local, state, and federal environmental laws in the U.S., as well as in other countries where the Company conducts business.
The Access segment designs and manufactures access and material handling equipment for use in a wide range of construction, industrial, agricultural, vegetation management and maintenance applications to safely position workers and materials at height under industry-leading brands, JLG and SkyTrak. The Access segment's customer base includes equipment rental companies, construction contractors, manufacturing companies and home improvement centers.
See Note 24 of the Notes to Consolidated Financial Statements for financial information related to the Company's reportable segments. The Access segment designs and manufactures access and material handling equipment for use in a wide range of construction, industrial, agricultural, vegetation management and maintenance applications to safely position workers and materials at height under industry-leading brands, JLG and SkyTrak.
The Company believes it has competitive advantages over larger vehicle manufacturers in its purpose-built vehicle and equipment markets due to its manufacturing flexibility and ability to effectively manage its supply base and customize products to meet customer specifications.
The Company believes its purpose-built manufacturing approach gives it a distinct competitive edge over larger vehicle manufacturers due to the Company's ability to deliver flexibility, manage supply chains effectively and tailor products to meet customer specifications.
The Access segment also includes Jerr-Dan towing and recovery vehicles (wreckers, rotators and carriers). The Vocational segment includes the Pierce, Maxi-Metal, AeroTech, Oshkosh Airport Products, McNeilus, IMT, Frontline Communications and Oshkosh S-Series businesses. The Pierce and Maxi-Metal businesses design and manufacture commercial and custom fire apparatus.
The Access segment's customer base includes equipment rental companies, construction contractors and home improvement centers. The Access segment also includes Jerr-Dan towing and recovery vehicles (such as wreckers, rotators and carriers). The Vocational segment includes the Pierce, Maxi-Metal, Oshkosh AeroTech, Oshkosh Airport Products, McNeilus, IMT, Oshkosh S-Series and Frontline Communications businesses.
Business Strategy The Company's business strategy is grounded in the Company's purpose of making a difference in the lives of the people in our communities who do tough work. The strategy is reflected in three simple words: Innovate. Serve. Advance. Innovate .
Business Strategy The Company's business strategy is grounded in the Company's purpose of making a difference for those who build, serve and protect communities around the world. This strategy is reflected in three simple words: Innovate. Serve. Advance. Innovate .
Through its Frontline Communications business, the Company is a leading manufacturer, system designer and integrator of command trucks and military simulator shelters and trailers. The Company’s vehicles have supported disaster relief efforts for the Federal Emergency Management Agency (FEMA) and everyday incident response for federal and local law enforcement, emergency management agencies and fire departments.
The Company’s vehicles have supported disaster relief efforts for the Federal Emergency Management Agency (FEMA) and everyday incident response for federal and local law enforcement, emergency management agencies and fire departments. Through its Oshkosh S-Series business, the Company is a leading designer and manufacturer of front-discharge concrete mixers for the ready-mix concrete industry throughout North America.
The Company generated approximately 20%, 19% and 25% of its net sales in 2024, 2023 and 2022, respectively, to the U.S. government, a substantial majority of which were under multi-year contracts and programs in the defense vehicle market. See Note 24 of the Notes to Consolidated Financial Statements for financial information related to the Company's reportable segments.
The Company generated approximately 20% of its net sales in both 2025 and 2024, and 19% in 2023, from sales to the United States (U.S.) government, a substantial majority of which were under multi-year contracts and programs in the defense vehicle market.
Through McNeilus, the Company is a leading designer and manufacturer of refuse and recycling collection vehicles for the waste services industry throughout the Americas. Through IMT, the Company is a leading North American designer and manufacturer of field service vehicles and truck-mounted cranes for the construction, equipment dealer, rental, building supply, utility, tire service, railroad and mining industries.
Through IMT, the Company is a leading North American designer and manufacturer of field service vehicles and truck-mounted cranes for the construction, equipment dealer, rental, building supply, utility, tire service, railroad and mining industries. Through its Frontline Communications business, the Company is a leading manufacturer, system designer and integrator of command trucks and military simulator shelters and trailers.
JLG maintains a broad worldwide internal sales force. Sales employees are dedicated to specific major customers, channels or geographic regions. JLG’s international sales employees are spread among international sales and service offices throughout the world. The Company markets its Jerr-Dan-branded carriers, wreckers and rotators through its extensive network of independent distributors. Vocational segment.
JLG also provides service and support through Company-owned sales and service branches. JLG maintains a broad worldwide internal sales force. Sales employees are dedicated to specific major customers, channels or geographic regions. JLG’s international sales force is spread among international sales and service offices throughout the world.
The Company also invests in advanced technologies to provide visibility and improved orchestration of its supply chain.
The Company also invests in advanced technologies to provide visibility and improved orchestration of its supply chain. The Company believes these investments have improved and will continue to improve the overall efficiency and performance of the business’ global supply chain.
Some of these international representatives and distributors also handle Pierce products. The Company markets its McNeilus-branded refuse and recycling collection vehicles through a network of dealers and sales representatives. As part of its continuous improvement mission, McNeilus looks at ways to enhance its market share and the customer experience.
Some of these international representatives and distributors also sell Pierce products. 5 The Company markets its McNeilus-branded refuse and recycling collection vehicles through a network of dealers and sales representatives, some of whom also sell Pierce products.
Department of Defense (DoD) under the Oshkosh Defense brand and exports its products to approved foreign customers. This segment also includes the U.S. Postal Service (USPS) contract to produce the Next Generation Delivery Vehicle (NGDV), which was awarded to the Company in February 2021.
Department of Defense (DoD) and approved foreign customers. This segment also designs and manufactures the Next Generation Delivery Vehicle (NGDV) for the U.S. Postal Service (USPS) under a contract that was awarded in February 2021. The contract allows for the delivery of up to 165,000 vehicles over a 10-year period.
Pfeifer is complemented by an experienced senior management team that has been assembled through internal promotions and external hires. The Company’s Board of Directors maintains a robust succession planning process for its executive officers to ensure strong business continuity. Products Oshkosh Corporation is focused on the following purpose-built vehicle and equipment markets: Access segment.
Pfeifer is supported by a seasoned senior management team drawn from both internal development and strategic external recruitment. The Company’s Board of Directors maintains a rigorous succession planning process for its executive officers to help ensure continuity and strengthen long-term strategy execution. Products Oshkosh Corporation focuses on the following purpose-built vehicle and equipment markets: Access segment.
The Company encourages employee involvement to improve production processes and product quality. 6 The Company uses a Quality Management System to support the delivery of consistent, high-quality products and services to customers.
The Company encourages employee involvement to improve production processes and product quality. The Company uses a quality management system to support the delivery of consistent, high-quality products and services to customers. The Company requires employees at all levels to understand customer and supplier requirements, measure performance, develop systems and procedures to prevent product nonconformance and continually improve all work processes.
The Company also produces and sells command vehicles in the U.S. and abroad under the Frontline Communications brand. The principal competition for command vehicles is LDV, Inc., MBF Industries, Inc., Nomad Global Communication Solutions, Incorporated, Farber Specialty Vehicles, Inc. and Matthews Specialty Vehicles, Inc. The Company produces front-discharge concrete mixers for the Americas under the Oshkosh S-Series brand.
The Company believes its competitive strengths include its high-quality products, global distribution network and low-cost manufacturing capabilities. The principal competition for Frontline Communications command vehicles is LDV, Inc., MBF Industries, Inc., Nomad Global Communication Solutions, Incorporated, Farber Specialty Vehicles, Inc. and Matthews Specialty Vehicles, Inc. Competition for Oshkosh S-Series front-discharge concrete mixers includes Terex Corporation.
Competitors in the refuse and recycling collection vehicles market include Environmental Solutions Group (a subsidiary of Terex Corporation), New Way Trucks, Labrie Enviroquip Group (owned by Wynnchurch Capital) and other regional competitors. The principal methods of competition are product innovation, quality and performance, service and price. The Company competes for municipal business and large commercial business in the Americas.
Competitors for Oshkosh Airport Product ARFF vehicles include Rosenbauer International AG and Albert Ziegler GmbH. 8 Competitors in the refuse and recycling collection vehicles market include Environmental Solutions Group (a subsidiary of Terex Corporation), New Way Trucks (a subsidiary of Federal Signal), Labrie Enviroquip Group (owned by Wynnchurch Capital) and other regional competitors.
The Company seeks to mitigate risks with respect to fixed-price contracts by executing firm, fixed-price contracts where possible with its suppliers of significant components for the duration of the Company’s contracts.
The Company seeks to mitigate risks with respect to fixed-price contracts by executing firm, fixed-price contracts where possible with its suppliers of significant components for the duration of the Company’s contracts. The Company has also successfully negotiated certain contracts that include an economic price adjustment clause which provides for a price adjustment calculated on costs incurred or externally published indices.
International distributors are primarily located in Canada, Central and South America, Australia and Asia and are primarily focused on mining and construction markets. The Company markets its Frontline Communications-branded command vehicles and shelters through both sales representatives and a network of dealers that are directed at commercial and government customers. Some of these representatives and dealers also handle Pierce products.
The Company markets its Frontline Communications-branded command vehicles and shelters through both sales representatives and a network of dealers that are directed at commercial and government customers. Some of these representatives and dealers also sell Pierce products. The Company markets its Oshkosh S-Series-branded front-discharge concrete mixers through a team of direct sales representatives strategically located throughout the U.S. Transport segment.
Competition for sales of these vehicles includes, among others, Navistar Defense LLC (a subsidiary of Cerberus Capital Management, LP), General Dynamics Corporation, AM General LLC (a subsidiary of KPS Capital Partners, LP), Mack Defense LLC and BAE Systems plc.
Competition for Oshkosh Defense includes AM General LLC (a subsidiary of KPS Capital Partners, LP), American Rheinmetall Vehicles, BAE Systems plc, General Dynamics Corporation, GM Defense LLC, Mack Defense LLC and ND Defense LLC (a subsidiary of Cerberus Capital Management, LP). Conditions in the defense marketplace are also currently highly favorable for the success of non-traditional competitors.
The Company utilizes quality gates in its manufacturing facilities to identify issues early in the process and to analyze root cause at the source, resulting in fewer defects and less rework. The Company’s Quality Management System is based on ISO 9001, a set of internationally-accepted requirements established by the International Organization for Standardization.
The Company educates and trains all employees at its facilities in quality principles. The Company utilizes quality gates in its manufacturing facilities to identify issues early in the process and to analyze root cause at the source, resulting in fewer defects and less rework.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe USPS contract and our performance under the contract are subject to the following risks, among others, that could have a material adverse effect on our results of operations, financial condition, and/or cash flows: • The USPS ordering fewer units than we expect which could result in an impairment of our deferred contract asset. • It may take longer or cost more than we anticipate to scale our production to full rate production, which may result from additional costs, product design changes, supplier product quality issues or delays in receiving products from suppliers, costs and other challenges associated with recruiting and training a new workforce or other challenges associated with scaling production. • Our supply base may not be able to supply parts in a timely manner. • Warranty costs may be higher than we anticipate. • If additional orders are received, the mix of internal combustion engine and battery electric vehicles could be different from our expectations, which could reduce revenues that we expect under the contract and negatively affect anticipated margins. • The USPS may exercise its right to terminate the contract for convenience.
Biggest changeIt is possible that production may continue to lag our expectations due to equipment design issues, supplier quality issues, supplier performance issues or other challenges associated with scaling production. • Throughout the product lifecycle, discontinuation of production parts by suppliers may result in unanticipated design costs. • Warranty costs may be higher than we anticipate. • If additional orders are received, the mix of internal combustion engine and battery electric vehicles could be different from our expectations. • The USPS may exercise its right to terminate the contract for convenience. 13 Changes in trade policies and other factors beyond our control may adversely impact our results.
The access equipment market is highly cyclical and impacted (i) by the strength of economies in general and customers’ perceptions concerning the timing of economic cycles, (ii) by residential and non-residential construction spending, (iii) by the ability of rental companies to obtain third-party financing to purchase revenue generating assets, (iv) by capital expenditures of rental companies in general, including the rate at which they replace aged rental equipment, (v) by the timing of regulatory standard changes, and (vi) by other factors, including oil and gas related activity and government spending.
The access equipment market is highly cyclical and impacted (i) by the strength of economies and customers’ perceptions concerning the timing of economic cycles, (ii) by residential and non-residential construction spending, (iii) by the ability of rental companies to obtain third-party financing to purchase revenue generating assets, (iv) by capital expenditures of rental companies in general, including the rate at which they replace aged rental equipment, (v) by the timing of regulatory standard changes, and (vi) by other factors, including oil and gas related activity and government spending.
Such disruptions have resulted and could further result in higher manufacturing costs caused by an inefficient parts flow to our production lines or the need to procure parts from higher cost suppliers, could delay sales and could result in a material adverse effect on our results of operations, financial condition, and/or cash flows.
Such disruptions have resulted and could further result in higher manufacturing costs caused by an inefficient parts flow to our production lines or the need to procure parts from higher cost suppliers, could delay production and/or sales and could result in a material adverse effect on our results of operations, financial condition, and/or cash flows.
Such changes may reduce revenues that we expect in our Defense segment, especially in light of federal budget pressures, lower levels of U.S. ground troops deployed in foreign conflicts and the level of defense funding that will be allocated to the DoD’s tactical wheeled vehicle strategy generally. • Certain of our U.S. government contracts could be delayed or terminated, and all such contracts expire in the future and may not be replaced, which could reduce revenues that we expect under the contracts and negatively affect margins in our Defense segment. • The funding of DoD programs is subject to an annual congressional budget authorization and appropriations process.
Such changes may reduce revenues that we expect, especially in light of federal budget pressures, lower levels of U.S. ground troops deployed in foreign conflicts and the level of defense funding that will be allocated to the DoD’s tactical wheeled vehicle strategy generally. • Certain of our U.S. government contracts could be delayed or terminated, and all such contracts expire in the future and may not be replaced, which could reduce revenues that we expect under the contracts and negatively affect margins. • The funding of DoD programs is subject to an annual congressional budget authorization and appropriations process.
In circumstances where we believe it is probable that a specific customer will have difficulty meeting its financial obligations, a specific reserve is recorded to reduce the net recognized receivable to the amount we expect to collect, and/or we recognize a liability for a guarantee we 20 expect to pay, taking into account any amounts that we would anticipate realizing if we are forced to repossess the equipment that supports the customer’s financial obligations to us.
In circumstances where we believe it is probable that a specific customer will have difficulty meeting its financial obligations, a specific reserve is recorded to reduce the net recognized receivable to the amount we expect to collect, and/or we recognize a liability for a guarantee we expect to pay, taking into account any amounts that we would anticipate realizing if we are forced to repossess the equipment that supports the customer’s financial obligations to us.
In addition, our production schedules assume the availability of sufficient workforce in areas in which our facilities operate at anticipated labor rates. If sufficient workforce is not available or rates are higher than we anticipate, it could have an adverse effect on our net sales, financial condition, profitability and/or cash flows.
In addition, our production schedules assume the availability of a sufficient workforce in areas in which our facilities operate at anticipated labor rates. If a sufficient workforce is not available or rates are higher than we anticipate, it could have an adverse effect on our net sales, financial condition, profitability and/or cash flows.
Additionally, if costs decrease and we are unable to negotiate timely component cost decreases commensurate with any decrease in costs, then our higher component costs could put us at a material disadvantage as compared to our competition which could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows.
Additionally, if costs decrease and we are unable to negotiate timely component cost decreases commensurate with any decrease in costs, then our higher component costs could put us at a disadvantage compared to our competition which could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows.
In addition, the U.S. government has become more aggressive in seeking to acquire the design rights to the Company’s current and potential future programs to facilitate competition for manufacturing our vehicles. • Most of our contracts with the DoD are multi-year firm, fixed-price contracts. These contracts typically contain annual sales price increases.
In addition, the U.S. government has become more aggressive in seeking to acquire the design rights to our current and potential future programs to facilitate competition for manufacturing our vehicles. • Most of our contracts with the DoD are multi-year firm, fixed-price contracts. These contracts typically contain annual sales price increases.
Such fluctuations, in particular those with 19 respect to the Euro, the Chinese renminbi, the Canadian dollar, the Mexican peso, the Australian dollar and the British pound sterling may have a material effect on our net sales, financial condition, profitability and/or cash flows and may significantly affect the comparability of our results between financial periods.
Such fluctuations, in particular those with respect to the Euro, the Chinese renminbi, the Canadian dollar, the Mexican peso, the Australian dollar and the British pound sterling may have a material effect on our net sales, financial condition, profitability and/or cash flows and may significantly affect the comparability of our results between financial periods.
Changes in our effective tax rate as a result of changes in tax laws or regulations and judicial or regulatory interpretations of those laws or regulations, the mix of earnings in 21 countries with differing statutory tax rates, changes in overall profitability, changes in U.S. generally accepted accounting principles, or changes in the valuation of deferred tax assets could adversely affect our future results of operations.
Changes in our effective tax rate as a result of changes in tax laws or regulations and judicial or regulatory interpretations of those laws or regulations, the mix of earnings in countries with differing statutory tax rates, changes in overall profitability, changes in U.S. generally accepted accounting principles, or changes in the valuation of deferred tax assets could adversely affect our future results of operations.
We attempt to limit the risk related to raw material price fluctuations for major defense components by obtaining firm pricing from suppliers at the time a contract is awarded. However, if these suppliers do not honor their contracts, then we could face profit margin pressure.
We attempt to limit the risk related to raw material price fluctuations for major defense components by 15 obtaining firm pricing from suppliers at the time a contract is awarded. However, if these suppliers do not honor their contracts, then we could face profit margin pressure.
We could be subject to fines, cleanup costs or other costs or damages under environmental laws if we are not in compliance with environmental regulations. We may be subject to other more stringent environmental laws in the future that could have a material adverse impact on our business, results of operations and financial condition.
We could be subject to fines, cleanup costs or other costs or damages under environmental laws if we are not in compliance with environmental regulations. We may be subject to other more stringent environmental laws in the future that could have a material adverse impact on our business, results of operations and financial condition. 22
While we have utilized and continue to utilize various procedures and controls to mitigate such risks, we cannot assure that the actions and controls we have implemented and are implementing, or that we cause or have caused third-party service providers to implement, will be sufficient to protect our systems, information or other property.
While we have utilized and continue to utilize various procedures and controls to mitigate such risks, we cannot assure that the actions and controls we have implemented and are implementing, or that we cause or have caused third-party service 21 providers to implement, will be sufficient to protect our systems, information or other property.
We also establish additional reserves based upon our perception of the quality of the current receivables, the current financial position of our customers, past collections experience, and existing and future market conditions. Prolonged or more severe economic weakness may result in additional requirements for reserves.
We also establish additional reserves based upon our perception of the quality of the current receivables, the current financial position of our customers, past collections experience, and existing and expected future market conditions. Prolonged or more severe economic weakness may result in additional requirements for reserves.
Continued development of enhanced propulsion choices will require us to spend additional funds on research and development and subject us to the risk that our competitors may respond to these pressures in a manner that gives them a competitive advantage.
Continued development of enhanced 18 propulsion choices will require us to spend additional funds on research and development and subject us to the risk that our competitors may respond to these pressures in a manner that gives them a competitive advantage.
Determination of the fair value of a reporting unit includes developing estimates which are highly subjective and incorporate calculations that are sensitive to minor changes in underlying assumptions. Management’s assumptions change as more information becomes available.
Determination of the fair value of a reporting unit includes developing estimates which are highly subjective and 20 incorporate calculations that are sensitive to minor changes in underlying assumptions. Management’s assumptions change as more information becomes available.
If that trend in customer and dealer consolidation continues, it could have an unfavorable impact on our pricing and product margins. 17 Disruptions within our dealer network could adversely affect our business.
If that trend in customer and dealer consolidation continues, it could have an unfavorable impact on our pricing and product margins. Disruptions within our dealer network could adversely affect our business.
Because new orders have the potential to significantly change the overall profitability of cumulative orders received to date, the period in which we receive those orders from the government will impact the estimated life-to-date contract profitability. Changes in underlying assumptions, circumstances or estimates could have a material adverse effect on our net sales, financial condition and/or profitability.
Because new orders have the potential to significantly change the overall profitability of cumulative orders received to date, the period in which we receive those orders will impact the estimated life-to-date contract profitability. Changes in underlying assumptions, circumstances or estimates could have a material adverse effect on our net sales, financial condition and/or profitability.
Municipal fire apparatus markets are cyclical later in an economic cycle and are impacted by the economy generally and by municipal tax 13 receipts.
Municipal fire apparatus markets are cyclical later in an economic cycle and are impacted by the economy generally and by municipal tax receipts.
Any failure by us to comply with these restrictive covenants or the financial and restrictive covenants in our credit agreement could have a material adverse effect on our financial condition, results of operations and debt service capability.
Any failure by us to comply with these restrictive covenants or the financial and restrictive covenants in our credit agreements could have a material adverse effect on our financial condition, results of operations and debt service capability.
If we fail to have adequate relationships with suppliers that will supply appropriate engines, chassis, batteries and other power sources to us or fail to timely receive appropriate components from our suppliers, that could result in us being placed in an uncompetitive position or without finished product when needed. Labor issues may adversely impact our results.
If we fail to have adequate relationships with suppliers that will supply appropriate engines, chassis, axles, batteries and other components to us or fail to timely receive appropriate components from our suppliers, that could result in us being placed in an uncompetitive position or without finished product when needed. Labor issues may adversely impact our results.
Countries could adopt restrictive trade measures such as tariffs, taxation, foreign exchange controls, capital controls and controls on imports or exports of goods, technology or data, any of which could adversely affect our operations and supply chain or limit our ability to offer our products and services as intended.
Countries have adopted restrictive trade measures such as tariffs, taxation, foreign exchange controls, capital controls and controls on imports or exports of goods, technology or data, any of which could adversely affect our operations and supply chain or limit our ability to offer our products and services as intended.
A downgrade to our credit ratings could increase our interest rates, could limit our access to public debt markets, could limit the institutions willing to provide us credit facilities, and could make any future credit facilities or credit facility amendments more costly and/or difficult to obtain. In addition, our revolving credit facility is subject to variable interest rates.
A downgrade to our credit ratings could increase our interest rates, could limit our access to public debt markets, could limit the institutions willing to provide us credit facilities, and could make any future credit facilities or credit facility amendments more costly and/or difficult to obtain. In addition, our credit facilities are subject to variable interest rates.
During periods of economic weakness, the collateral underlying our guarantees of indebtedness of customers or receivables can decline sharply, thereby increasing our exposure to losses. We also face a concentration of credit risk as the Access segment’s ten largest debtors at December 31, 2024 represented approximately 22% of our consolidated gross receivables. Some of these customers are highly leveraged.
During periods of economic weakness, the collateral underlying our guarantees of indebtedness of customers or receivables can decline sharply, thereby increasing our exposure to losses. We also face a concentration of credit risk as the Access segment’s ten largest debtors at December 31, 2025 represented approximately 27% of our consolidated gross receivables. Some of these customers are highly leveraged.
We are dependent on our suppliers of engines, chassis, batteries and other power sources to continue to timely deliver such components that meet applicable emissions regulations and customer preferences.
We are dependent on our suppliers of engines, chassis, axles, batteries and other components to continue to timely deliver such components that meet applicable emissions regulations and customer preferences.
While we spent $169 million for research and development in 2024, we cannot provide any assurance that this level of investment in research and development will be sufficient to maintain our competitive strength in product innovation, which could cause our business to suffer.
While we spent $174 million for research and development in 2025, we cannot provide any assurance that this level of investment in research and development will be sufficient to maintain our competitive strength in product innovation, which could cause our business to suffer.
An increase in general interest rates would also increase our cost of borrowing under our credit agreement. Our credit agreement contains financial and restrictive covenants which, among other things, require us to maintain a leverage ratio.
An increase in general interest rates would also increase our cost of borrowing under our credit agreements. Our credit agreements contain financial and restrictive covenants which, among other things, require us to maintain a leverage ratio.
In years when the U.S. government has not completed its budget process before the end of its fiscal year, which is currently the case for the U.S. government's fiscal 2025 budget, government operations are typically funded 16 pursuant to a “continuing resolution,” which allows federal government agencies to operate at spending levels approved in the previous budget cycle but does not authorize new spending initiatives.
In years when the U.S. government has not completed its budget process before the end of its fiscal year, government operations are typically funded pursuant to a “continuing resolution,” which allows federal government agencies to operate at spending levels approved in the previous budget cycle but does not authorize new spending initiatives.
Factors such as the imposition of duties and tariffs and other trade barriers, supply and demand, the level of imports, freight costs, availability of transportation, the cost of manufacturing labor, availability of labor, inventory levels and general economic conditions may affect the price of our parts, materials, components or final assembly purchases.
Factors such as the imposition of duties and tariffs and other trade barriers, supply and demand, the level of imports, freight costs, availability of transportation, the cost or availability of manufacturing labor, inventory levels and general economic conditions may affect the prices we pay for parts, materials, components or final assembly purchases.
In addition, the amount of income taxes that the Company pays is subject to ongoing audits by U.S. federal, state and local tax authorities and by non-U.S. tax authorities.
In addition, the amount of income taxes that we pay is subject to ongoing audits by U.S. federal, state and local tax authorities and by non-U.S. tax authorities.
Approximately 14% of our net sales in 2024 were attributable to products sold outside of the United States, of which approximately 40% involved export sales from the United States. The majority of export sales are denominated in U.S. dollars. Sales that originate outside the United States are typically transacted in the local currencies of those countries.
Approximately 18% of our net sales in 2025 were attributable to products sold outside of the United States, of which approximately 47% involved export sales from the United States. The majority of export sales are denominated in U.S. dollars. Sales that originate outside the United States are typically transacted in the local currencies of those countries.
If these audits result in assessments different from amounts that the Company has reserved for potential tax liabilities, future financial results may include unfavorable adjustments to the Company’s tax liabilities, which could have a material adverse effect on the Company’s results of operations.
If these audits result in assessments different from amounts that we have reserved for potential tax liabilities, future financial results may include unfavorable adjustments to our tax liabilities, which could have a material adverse effect on our results of operations.
While we have relatively low turnover of dealers, from time to time, we or a dealer may choose to terminate the relationship as a result of difficulties that our independent dealers experience in operating their businesses due to economic conditions or other factors or as a result of an alleged failure by us or an independent dealer to comply with the terms of our dealer agreement.
We or a dealer may choose to terminate the relationship as a result of difficulties that our independent dealers experience in operating their businesses due to economic conditions or other factors or as a result of an alleged failure by us or an independent dealer to comply with the terms of our dealer agreement.
We may experience losses in excess of our recorded reserves for doubtful accounts and guarantees of indebtedness of others. As of December 31, 2024, we had consolidated gross receivables of $1.3 billion. In addition, we were subject to obligations to guarantee customer indebtedness to third parties of $596 million, under which we estimate our maximum exposure to be $96 million.
We may experience losses in excess of our recorded reserves for doubtful accounts and guarantees of indebtedness of others. As of December 31, 2025, we had consolidated gross receivables of $1.5 billion. In addition, we were subject to obligations to guarantee customer indebtedness to third parties of $559 million, under which we estimate our maximum exposure to be $93 million.
An impairment in the carrying value of goodwill and other indefinite-lived intangible assets could negatively affect our operating results. We have a substantial amount of goodwill and other indefinite-lived intangible assets on our balance sheet as a result of acquisitions we have completed. At December 31, 2024, approximately 77% of these intangibles were concentrated in the Access segment.
An impairment in the carrying value of goodwill and other indefinite-lived intangible assets could negatively affect our operating results. We have a substantial amount of goodwill and other indefinite-lived intangible assets on our balance sheet as a result of acquisitions we have completed. At December 31, 2025, approximately 78% of these intangibles were concentrated within JLG.
Our dependency on contracts with U.S. and foreign government agencies subjects us to a variety of risks that could materially reduce our revenues or profits. 15 We are dependent on U.S. and foreign government contracts for a substantial portion of our business. Approximately 20% of our net sales in 2024 were to the U.S. government.
Our dependency on contracts with U.S. and foreign government agencies subjects us to a variety of risks that could materially reduce our revenues or profits or impact our capital allocation strategy. We are dependent on U.S. and foreign government contracts for a significant portion of our business. Approximately 20% of our net sales in 2025 were to the U.S. government.
Responding to these protests and petitions may cause us to incur costs and, in some instances, could lead to litigation resulting in lost opportunities with other dealers or lost sales opportunities, which may have an adverse effect on our net sales, financial condition, results of operations and/or cash flows.
Responding to these protests and petitions may cause us to incur costs and, in some instances, could lead to litigation resulting in lost opportunities with other dealers or lost sales opportunities, which may have an adverse effect on our net sales, financial condition, results of operations and/or cash flows. 17 Competition and Strategy Risks We face significant competition in the markets we serve.
These laws and regulations affect how we do business with our customers and, in many instances, impose added costs on our business. • Defense tactical wheeled vehicles contract awards that we receive may be subject to protests or lawsuits by competing bidders, which protests or lawsuits, if successful, could result in the U.S. government customer revoking part or all of any defense tactical wheeled vehicle contracts it awards to us and our inability to recover amounts we have expended in anticipation of initiating production under any such contract.
These laws and regulations affect how we do business with our customers and, in many instances, impose added costs on our business. • Defense contract awards that we receive may be subject to protests or lawsuits by competing bidders, which protests or lawsuits, if successful, could result in the U.S. government customer revoking part or all of any contracts it awards to us and our inability to recover amounts we have expended in anticipation of initiating production under any such contract. • Although we believe there is demand from international customers for our tactical wheeled vehicles, there is no assurance that additional orders will materialize. • In January 2026, the U.S.
These considerations may lead to new international, national, regional and/or local legislation or regulatory responses. The legislation or regulation of greenhouse gases could result in unfavorable financial impacts through various forms including taxation, emission allowances, fines, requirements for investments or facilities improvement, higher energy costs and higher compliance costs associated with complex and evolving federal, state and international public disclosures.
The legislation or regulation of greenhouse gases could result in unfavorable financial impacts through various forms including taxation, emission allowances, fines, requirements for investments or facilities improvement, higher energy costs and higher compliance costs associated with complex and evolving federal, state and international public disclosures.
As part of this evaluation process, we perform due diligence to identify potential risks associated with the potential transaction. 18 We also make assumptions regarding future performance of the acquired business.
We are continuously evaluating potential acquisitions to support our business strategy. As part of this evaluation process, we perform due diligence to identify potential risks associated with the potential transaction. We also make assumptions regarding future performance of the acquired business.
Our performance under the United States Postal Service (USPS) contract may not be what we expect. In 2021, the USPS selected us to build its Next Generation Delivery Vehicle (NGDV). The indefinite delivery, indefinite quantity (IDIQ) contract allows for the purchase of up to 165,000 units over 10 years. Through December 31, 2024, we have received orders for 51,500 vehicles.
Our performance under our United States Postal Service (USPS) contract may not be what we expect. Our Next Generation Delivery Vehicle (NGDV) contract allows the USPS to purchase up to 165,000 units over 10 years. As of December 31, 2025, we have received orders for 51,500 vehicles.
Delays in obtaining parts, materials, components and final assemblies may result from a number of factors affecting our suppliers including shipping disruptions, capacity constraints, labor constraints, supplier product quality issues, suppliers’ impaired financial condition and suppliers’ allocations to other purchasers.
Delays in obtaining parts, materials, components and final assemblies may result from a number of factors affecting our suppliers including shipping disruptions, capacity constraints, labor constraints, supplier product quality issues, decisions by suppliers to discontinue or modify components or parts, including to meet changing regulatory requirements, suppliers’ impaired financial condition, interruptions in suppliers' information technology systems and suppliers’ allocations to other purchasers.
Our results could be adversely affected by severe weather, natural disasters, and other events in the locations in which we or our customers or suppliers operate. We have manufacturing and other operations in locations prone to severe weather and natural disasters, including tornados, earthquakes, floods, fires, hurricanes, tsunamis or severe snowstorms, that could disrupt our operations.
We have manufacturing and other operations in locations prone to severe weather and natural disasters, including tornados, earthquakes, floods, fires, hurricanes, tsunamis or severe snowstorms, that could disrupt our operations. Our suppliers and customers also have operations in such locations.
Political uncertainty surrounding trade or other international disputes also could have a negative impact on customer confidence, inflation, interest rates and the level of investments by our customers and on the economy in general.
Uncertainty surrounding trade or other international disputes has adversely impacted, and could continue to adversely impact, customer confidence, inflation, interest rates and the level of investments by our customers and on the economy in general.
Department of Defense (DoD) programs that we currently have has resulted and could in the future result in the U.S. government awarding future contracts to another manufacturer or could result in the U.S. government awarding the contracts to us at lower prices and operating margins than we experience under the current contracts.
Department of Defense (DoD) programs that we currently have has resulted and could in the future result in the U.S. government awarding future contracts to another manufacturer or could result in the U.S. government awarding the contracts to us at lower prices and operating margins than we experience under the current contracts. • Competitions for U.S. government contracts are intense, and we cannot provide any assurance that we will be successful in current or future procurement competitions in which we participate.
Furthermore, if our actual costs on any of these contracts exceed our projected costs, it could result in profits lower than historically realized or than we anticipate. • We must spend significant sums on product development and testing, bid and proposal activities, and pre-contract engineering, tooling and design activities in competitions to have the opportunity to be awarded these contracts. • Our Defense segment results may fluctuate significantly from time to time as a result of the start and completion of existing and new domestic and international contract awards that we may receive.
Furthermore, if our actual costs on any of these contracts exceed our projected costs, it could result in profits lower than historically realized or than we anticipate. • We must spend significant sums on product development and testing, bid and proposal activities, and pre-contract engineering, tooling and design activities in competitions to have the opportunity to be awarded these contracts.
Costs for these items may increase in the future due to a variety of factors, including: the level of tariffs that the U.S. imposes on imported steel, aluminum and other commodities; an outbreak of conflicts in regions of the world that produce the commodities or the raw materials that go into the commodities or through which the commodities are transported; or a weakening U.S. dollar.
Costs for these items may increase in the future due to a variety of factors, including: outbreaks of conflict in regions of the world that produce the commodities or the raw materials that go into the commodities or through which the commodities are transported; or a weakening U.S. dollar.
A majority of our contracts in the Defense segment are large in size and require significant personnel and production resources, and when our government customers allow such contracts to expire or significantly reduce their vehicle requirements under such contracts, we must make adjustments to personnel and production resources. Production on the domestic JLTV contract is expected to conclude early 2025.
A majority of our contracts in the Transport segment are large in size and require significant personnel and production resources, and when our government customers allow such contracts to expire or significantly reduce their vehicle requirements under such contracts, we must make adjustments to personnel and production resources. • Our business is susceptible to changes in the annual U.S. defense budget.
We purchase, directly and indirectly through component purchases, significant amounts of steel, aluminum and other commodities. Steel, aluminum and other commodity prices have historically been highly volatile.
Fluctuations in prices of raw materials and other inputs may adversely impact our results. We purchase, directly and indirectly through component purchases, significant amounts of steel, aluminum, copper and other commodities. Steel, aluminum, copper and other commodity prices have historically been highly volatile.
Changes in laws or regulations governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where we manufacture products or from where we import products or raw materials (either directly or through our suppliers) could have a material adverse effect on our competitive position, results of operations, financial condition, and/or cash flows.
Changes in laws or regulations governing foreign trade, particularly in countries where we manufacture products or from which we import products or raw materials, either directly or through our suppliers, including materials subject to China’s export control requirements such as rare earth minerals, could have a material adverse effect on our competitive position, results of operations, financial condition, and/or cash flows.
For example, cumulative catch-up adjustments on contracts in the Defense segment negatively impacted operating income by $47 million in 2024. Furthermore, under the revenue recognition accounting rules, we can only include units in our estimates of overall contract profitability after we have received a firm delivery order for those units.
Furthermore, under the revenue recognition accounting rules, we can only include units in our estimates of overall contract profitability after we have received a firm delivery order for those units.
We cannot provide any assurance that our products will continue to compete effectively with the products of competitors or that we will be able to retain our customer base or improve or maintain our profit margins on sales to our customers. Our long-term license agreement with Caterpillar Inc. to produce Caterpillar branded telehandlers ended in the fourth quarter of 2024.
We cannot provide any assurance that our products will continue to compete effectively with the products of competitors or that we will be able to retain our customer base or improve or maintain our profit margins on sales to our customers. We may not realize all of the anticipated benefits of our acquisitions.
Any of these events could increase the cost of our products, impact demand for our products, create disruptions to supply chains or impair our ability to effectively operate and compete in countries where we do business. 14 Fluctuations in prices of raw materials and other inputs may adversely impact our results.
Any of these events could increase the cost of our products, reduce demand for our products, create disruptions to supply chains or impair our ability to effectively operate and compete in countries where we do business. Our capacity expansion plans may take longer or cost more than we expect or may not achieve the benefits we anticipate.
Furthermore, price increases may not be accepted by our customers, resulting in them choosing to order from our competitors instead of us. Any significant decrease in orders could have an adverse effect on our net sales, financial condition, profitability and/or cash flows.
If we are not able to recover cost increases through price increases to our customers, then such increases would have an adverse effect on our financial condition, profitability and/or cash flows. Furthermore, price increases may not be accepted by our customers and may result in them choosing to order from our competitors.
Unfavorable changes in the political, regulatory or business climate could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows. 22 We may be required to make material expenditures or incur additional liabilities to comply with changes in environmental laws or climate change regulations or to meet the increasing societal expectations on companies to address climate change.
We may be required to make material expenditures or incur additional liabilities to comply with changes in environmental laws or climate change regulations or to meet the increasing societal expectations on companies to address climate change. Both our products and the operation of our manufacturing facilities are subject to statutory and regulatory requirements.
Geopolitical tensions and trade disputes can disrupt supply chains and increase the cost of our products, which could cause our products to be more expensive for customers.
Tariffs implemented by the U.S. during 2025 cost us approximately $35 million in 2025, and we estimate that will increase to approximately $200 million in 2026. Geopolitical tensions and trade wars can disrupt supply chains and increase the cost of our products, which could cause our products to be more expensive for customers.
This could in turn result in the delay or cancellation of key programs, which could have a negative effect on our cash flows and adversely affect our future results.
Furthermore, in years when the U.S. government fails to complete its budget process or to provide for a continuing resolution, a federal government shutdown may result. A government shutdown could result in the delay or cancellation of key programs, which could have a negative effect on our cash flows and adversely affect our future results.
A significant change to these regulatory requirements could substantially increase manufacturing costs, which could make our business results more variable. Climate change attributed to increased levels of greenhouse gases, including carbon dioxide, has led to significant legislative, regulatory, investment community and societal efforts to limit greenhouse gas emissions.
Climate change attributed to increased levels of greenhouse gases, including carbon dioxide, has led to significant legislative, regulatory, investment community and societal efforts to limit greenhouse gas emissions. These considerations may lead to new international, national, regional and/or local legislation or regulatory responses.
We must make assumptions regarding expected increases in material costs, wages and employee benefits, engineering hours, productivity and availability of labor and allocated fixed costs. Changes to production costs, overhead rates, learning curves and/or supplier performance can also impact these estimates.
Due to the size and nature of these contracts, the estimate of costs is complex and subject to many variables. We must make assumptions regarding expected increases in material costs, wages and employee benefits, engineering hours, productivity and availability of labor and allocated fixed costs.
This accounting requires judgment relative to assessing risks, estimating revenues and costs and making assumptions regarding the timing of receipt of delivery orders from our government customers and technical issues. Due to the size and nature of these contracts, the estimate of costs is complicated and subject to many variables.
We account for substantially all long-term contracts in the Transport segment utilizing the cost-to-cost method of percentage-of-completion accounting. This accounting requires judgment relative to assessing risks, estimating revenues and costs and making assumptions regarding the timing of receipt of delivery orders from our government customers.
Both our products and the operation of our manufacturing facilities are subject to statutory and regulatory requirements. These include environmental requirements applicable to manufacturing and vehicle emissions, government contracting regulations, regulations impacting our supply chain and domestic and international trade regulations.
These include environmental requirements applicable to manufacturing and vehicle emissions, government contracting regulations, regulations impacting our supply chain and domestic and international trade regulations. A significant change to these regulatory requirements could substantially increase manufacturing costs, which could make our business results more variable.
Competition and Strategy Risks We face significant competition in the markets we serve. The markets in which we operate are highly competitive. We compete worldwide with a number of other manufacturers that produce and sell similar products.
The markets in which we operate are highly competitive. We compete worldwide with a number of other manufacturers that produce and sell similar products. Certain of our competitors have greater financial, marketing, manufacturing, distribution and governmental affairs resources than we do, which may put us at a competitive disadvantage.
If competition in our industry intensifies or if our current competitors lower their prices for competing products, we may lose sales or be required to lower the prices we charge for our products.
We also face pricing pressure from international competitors that attempt to gain domestic market share through importing and selling products at below market prices, particularly in the Access segment. If competition in our industries intensifies or if competitors lower their prices for competing products, we may lose sales or be required to lower the prices we charge for our products.
Local government policy and influence can also impact international competition, such as in China where a state-controlled economy favors local market participants. Financial Risks We are subject to changes in contract estimates. We account for substantially all long-term contracts in the Defense segment utilizing the cost-to-cost method of percentage-of-completion accounting.
Local government policy and influence can also impact international competition, such as in China where a state-controlled economy favors local market participants. Our use of artificial intelligence and autonomy technologies may expose us to additional risks and may not deliver the benefits we anticipate.
Caterpillar-branded telehandlers accounted for $315 million in sales in 2024. If we are unable to replace the Caterpillar-branded revenue through sales of our other telehandlers, including our new agricultural telehandlers, then the expiration of the Caterpillar license could have a material adverse effect on our net sales, financial condition, results of operations and/or cash flows.
Unfavorable changes in the political, regulatory or business climate could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows.
Removed
As of December 31, 2024, we have recorded an asset for deferred contract costs of $842.6 million that primarily relates to the NGDV program. Contract costs are amortized over the anticipated production volume of the related contract.
Added
The USPS contract and our performance under the contract are subject to the following risks, among others, that could have a material adverse effect on our results of operations, financial condition, and/or cash flows: • The USPS ordering fewer units than we expect which could result in an impairment of our deferred contract asset.
Removed
Changes in trade policies and other factors beyond our control may adversely impact our results. In 2024, we directly imported from Mexico, China and Canada approximately $600 million, $175 million and $100 million, respectively.
Added
We estimate that deferred contract costs exceed future profits on existing orders by approximately $135 million at December 31, 2025. • The ramp-up of NGDV production has taken longer and cost more than we anticipated, which has resulted in lower revenues and higher costs than we anticipated.
Removed
For example, in June 2024, the European Commission imposed a tariff that applies to imports of certain access equipment into European Union countries from China, which resulted in additional costs and could result in lower sales and/or profitability of the Access segment in the European Union.
Added
The United States has announced changes to U.S. trade policies, including increasing tariffs on imports and potentially renegotiating or terminating existing trade agreements.
Removed
Increases in parts, materials, components or final assemblies costs negatively impact the profitability of orders in backlog as prices on those orders are generally less flexible. If we are not able to recover cost increases through price increases to our customers, then such increases will have an adverse effect on our financial condition, profitability and/or cash flows.
Added
The exact scope and duration of any such tariffs that have been or will ultimately be implemented, or retaliatory tariffs that have been or could be implemented by other countries on U.S. exports, is not known, and the impacts on our business are uncertain.
Removed
As an example, in February 2023, the DoD awarded the Joint Light Tactical Vehicles (JLTV) Family of Vehicles follow on contract to another company based on, at least in part, a lower price. • We may not receive the contracts that we expect.
Added
We are pursuing initiatives to expand and optimize our manufacturing capacity. Such initiatives may include facility expansions or reconfigurations, capital investments in equipment and automation, workforce hiring and training, supplier capacity development and the implementation of new processes or systems.
Removed
While we anticipate our contract for the Family of Medium Tactical Vehicles (FMTV) program will be extended and that the extension would include higher pricing to reflect current material costs and more robust economic price adjustment clauses to protect us if we experience rapid inflation in the future, there is no assurance that the contract will be extended or that any extension will include an economic price adjustment clause sufficient to protect us from inflation in the future.
Added
The execution of these capacity expansion plans is subject to a variety of risks and uncertainties, including delays in construction or equipment delivery, challenges in recruiting and retaining skilled labor, supply chain constraints, cost inflation, permitting or regulatory requirements and difficulties integrating new capacity into existing operations.
Removed
In addition, although we believe there is demand from international customers for our tactical wheeled vehicles, there is no assurance that additional orders will materialize. • Competitions for U.S. government contracts are intense, and we cannot provide any assurance that we will be successful in current or future procurement competitions in which we participate, as evidenced by the award of the JLTV follow on contract to another company.
Added
In addition, our assumptions regarding demand levels, timing and product mix may change over time, which could affect the timing, scale or economic returns of these investments.
Removed
We may incur costs in connection with the completion and wind down of that program.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCybersecurity related risks are included in the risk universe that the ORM program evaluates to assess top risks to the enterprise on an annual basis. To the extent the ORM process identifies a heightened cybersecurity related risk, risk owners are assigned to develop risk mitigation plans, which are then tracked to completion.
Biggest changeTo the extent the ERM process identifies a heightened cybersecurity related risk, risk owners are assigned to develop risk mitigation plans, which are then tracked to completion. Governance — The Board of Directors is responsible for general oversight of the Company's risk management program, including cybersecurity risks.
See Item 1A under the caption "Increased cybersecurity threats and more sophisticated computer crime pose a risk to our systems, networks, operations, products and services." for additional information on cybersecurity risks applicable to the Company. 24
See Item 1A under the caption "Increased cybersecurity threats and more sophisticated computer crime pose a risk to our systems, networks, operations, products and services." for additional information on cybersecurity risks applicable to the Company.
The CIO provides periodic updates to the Audit Committee on the status of the Company’s cybersecurity risk management program; the Company’s information systems, cybersecurity, data privacy and other risks; and the steps management has taken to identify, monitor and mitigate such risks.
The CIO provides periodic updates to the Audit Committee on the status of the Company’s cybersecurity risk management program; the Company’s information systems, cybersecurity and other risks; and the steps management has taken to identify, monitor and mitigate such risks.
The Audit Committee of the Board of Directors oversees management's processes for identifying and mitigating risks, including cybersecurity risks, to help align the Company's risk exposure with its strategic objectives.
Annually, senior management updates the Board of Directors on the Company's ERM program, including identified material risks and corresponding mitigation strategies. The Audit Committee of the Board of Directors oversees management's processes for identifying and mitigating risks, including cybersecurity risks, to help align the Company's risk exposure with its strategic objectives.
Depending on the type of system or data, additional controls may be assessed. The Company maintains an Incident Response Plan that includes processes for detecting, containing, and responding to incidents including processes for reporting incidents to management and the Board of Directors. The Company periodically performs simulations and tabletop exercises at a management level and incorporates external advisors as needed.
Depending on the type of system or data assessed, additional controls may be added to the service provider's security posture assessment. The Company maintains an Incident Response Plan that includes processes for detecting, containing and responding to incidents including processes for reporting incidents to management and the Board of Directors.
The Company's business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, including as a result of previously identified cybersecurity incidents, but the Company cannot provide assurance that it will not be materially affected in the future by cybersecurity risks, threats or incidents.
The Audit Committee is also briefed on cyber crisis contingency planning, incident recovery capabilities and matters related to any material cybersecurity incident the company may experience. 23 The Company's business strategy, results of operations and financial condition have not been materially affected by cybersecurity threats, including as a result of previously identified cybersecurity incidents, but the Company cannot provide assurance that it will not be materially affected in the future by cybersecurity risks, threats or incidents.
The Company engages third-party service providers to conduct evaluations of its security controls, whether through penetration testing, independent audits or consulting on best practices to address cybersecurity risks. Assessing, identifying and managing cybersecurity-related risks is integrated into the Company's overall Organization Risk Management (ORM) program.
The Company periodically performs simulations and tabletop exercises at a management level and incorporates external advisors as needed. The Company engages third-party service providers to conduct evaluations of its security controls, whether through penetration testing, independent audits or consulting on best practices to address cybersecurity risks.
Removed
Governance — The Board of Directors is responsible for general oversight of the Company's risk management program, including cybersecurity risks. The Board of Directors receives an annual report from senior management through the ORM program and material risk assessments and mitigation strategies, including with respect to cybersecurity risks.
Added
Assessing, identifying and managing cybersecurity-related risks is integrated into the Company's overall Enterprise Risk Management (ERM) program. Cybersecurity related risks are included in the risk universe that the ERM program evaluates to assess top risks to the enterprise on an annual basis.
Removed
The Audit Committee is also briefed on cyber crisis contingency planning, incident recovery capabilities and matters related to any material cybersecurity incident the company may experience.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−1 removed0 unchanged
Biggest change(# of facilities) Access McConnellsburg, Pennsylvania (3) (b) Tianjin, China (2) (c) Shippensburg, Pennsylvania (1) Leon, Mexico (1) Jefferson City, Tennessee (1) (a) Nogara, Italy (1) Greencastle, Pennsylvania (1) Manresa, Spain (1) Tonneins, France (1) (a) Vocational Appleton, Wisconsin (2) Saint-Georges, Quebec, Canada (1) Dodge Center, Minnesota (1) Ogden, Utah (1) Bradenton, Florida (1) Orlando, Florida (1) Garner, Iowa (1) Neenah, Wisconsin (1) (a) Kewaunee, Wisconsin (1) Clearwater, Florida (1) (a) Warrenton, Oregon (1) (a) Murfreesboro, Tennessee (1) (a) Riceville, Iowa (1) Defense Oshkosh, Wisconsin (4) Spartanburg, South Carolina (1) (a) (a) These facilities are leased.
Biggest change(# of facilities) Access McConnellsburg, Pennsylvania (3) (a) Tianjin, China (1) (b) Shippensburg, Pennsylvania (1) Leon, Mexico (1) Jefferson City, Tennessee (1) Nogara, Italy (1) Greencastle, Pennsylvania (1) Manresa, Spain (1) Bedford, Pennsylvania (1) Leicester, United Kingdom (1) (c) Tonneins, France (1) (c) Vocational Appleton, Wisconsin (3) (a) Saint-Georges, Quebec, Canada (1) Dodge Center, Minnesota (1) Pyle, United Kingdom (1) Ogden, Utah (1) Ciudad Juarez, Mexico (1) (c) Bradenton, Florida (1) Orlando, Florida (1) Garner, Iowa (1) Neenah, Wisconsin (1) (c) Kewaunee, Wisconsin (1) Clearwater, Florida (1) (c) Warrenton, Oregon (1) (c) Murfreesboro, Tennessee (1) (c) Riceville, Iowa (1) McIntire, Iowa (1) Transport Oshkosh, Wisconsin (5) Spartanburg, South Carolina (1) (c) (a) Two facilities are owned, and the other is leased.
ITEM 2. PROPERTIES The Company believes its equipment and buildings are well maintained and adequate for its present and anticipated needs. As of December 31, 2024, the Company operated in 31 manufacturing facilities. The locations of the Company’s manufacturing facilities are provided in the table below: Segment U.S. Facilities (# of facilities) Facilities Outside the U.S.
ITEM 2. PROPERTIES The Company believes its equipment and buildings are well maintained and adequate for its present and anticipated needs. As of December 31, 2025, the Company operated in 37 manufacturing facilities. The locations of the Company’s manufacturing facilities are provided in the table below: Segment U.S. Facilities (# of facilities) Facilities Outside the U.S.
(b) Two facilities are owned, and the other is leased. (c) One facility is owned, and the other is leased. The Company’s manufacturing facilities generally operate five days per week on one or two shifts, except for seasonal shutdowns for one- to three-week periods.
(b) Facility includes both leased and owned components. (c) These facilities are leased. The Company’s manufacturing facilities generally operate five days per week on one or two shifts, except for seasonal shutdowns for one- to three-week periods.
Removed
The Company also performs contract maintenance services out of multiple warehousing and service facilities owned and/or operated by the U.S. government and third parties, including locations in the U.S., Japan and multiple other countries in Europe and the Middle East.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

3 edited+0 added−0 removed2 unchanged
Biggest changeAt December 31, 2024, the estimated net liabilities for product and general liability claims totaled $45.2 million.
Biggest changeAt December 31, 2025, the estimated net liabilities for product and general liability claims totaled $53.0 million.
Although the final results of all such matters and claims cannot be predicted with certainty, the Company believes that the ultimate resolution of all such matters and claims, after considering the liabilities accrued with respect to all such matters and claims, will not have a material effect on the Company’s financial condition, results of operations or cash flows.
Although the final results of all such matters and claims cannot be predicted with certainty, the Company believes that the ultimate resolution of all such matters and claims, after considering the liabilities accrued with respect to all 24 such matters and claims, will not have a material effect on the Company’s financial condition, results of operations or cash flows.
Actual results could vary, among other things, due to the uncertainties involved in litigation. 25
Actual results could vary, among other things, due to the uncertainties involved in litigation.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

12 edited+4 added−1 removed8 unchanged
Biggest changeComponents manufactures and sells filtration products, aftertreatment systems, turbochargers, electronics, fuel systems, automated transmissions, axles, drivelines, brakes and suspension systems. Prior to that role, Mr. Narang held positions of increasing responsibility since joining Cummins in 2003, including as President - Cummins Emission Solutions from 2017- 2021.
Biggest changeIn this role, he was responsible for the strategic direction and led all operational aspects of the company’s global 25 Components business. Components manufactures and sells filtration products, aftertreatment systems, turbochargers, electronics, fuel systems, automated transmissions, axles, drivelines, brakes and suspension systems. Prior to that role, Mr.
Iyengar served as Senior Vice President and Chief Innovation & Technology Officer - Xylem Inc., a water technology provider, from 2015 to 2019. Ms. Iyengar is a director of Array Technologies, Inc. 26 Mahesh Narang — Mr. Narang joined the Company in November 2023 as Executive Vice President and President, Access Segment.
Iyengar served as Senior Vice President and Chief Innovation & Technology Officer - Xylem Inc., a water technology provider, from 2015 to 2019. Ms. Iyengar is a director of Array Technologies, Inc. Mahesh Narang — Mr. Narang joined the Company in November 2023 as Executive Vice President and President, Access Segment.
ITEM 4. MINE SA FETY DISCLOSURES Not applicable. INFORMATION ABOUT OUR EXECU TIVE OFFICERS The following table sets forth certain information, as of February 20, 2025, concerning the Company’s executive officers. All of the Company’s executive officers serve terms of one year and until their successors are elected and qualified. Name Age Title John C.
ITEM 4. MINE SA FETY DISCLOSURES Not applicable. INFORMATION ABOUT OUR EXECU TIVE OFFICERS The following table sets forth certain information, as of February 17, 2026, concerning the Company’s executive officers. All of the Company’s executive officers serve terms of one year and until their successors are elected and qualified. Name Age Title John C.
In May 2020, Mr. Pfeifer assumed the position of President and Chief Operating Officer of the Company. He was promoted to his current position of President and Chief Executive Officer on April 2, 2021.
Pfeifer joined the Company in 2019 as Executive Vice President and Chief Operating Officer. In May 2020, Mr. Pfeifer assumed the position of President and Chief Operating Officer of the Company. He was promoted to his current position of President and Chief Executive Officer on April 2, 2021.
He was appointed Executive Vice President, Chief Legal Officer and Secretary in February 2023. In November 2024, his role expanded to include that of Chief Administrative Officer where he leads the Company's human resources, safety and facilities teams. Mr. Cortina is a director of Alliant Energy Corporation. Matthew A. Field — Mr.
He was appointed Executive Vice President, Chief Legal Officer and Secretary in February 2023. In November 2024, his role expanded to include that of Chief Administrative Officer where he has led the Company's safety and facilities teams and, until January 2026, its human resources team. Mr. Cortina is a director of Alliant Energy Corporation. Matthew A. Field — Mr.
Brandt joined the Company in 2016 as Vice President, Global Branding and Communications. He was appointed to his current position of Senior Vice President and Chief Marketing Officer in September 2018. Prior to joining the Company, he spent more than twenty years with Bemis Company, Inc.
He was appointed to his current position of Senior Vice President and Chief Marketing Officer in September 2018. Prior to joining the Company, he spent more than twenty years with Bemis Company, Inc.
He previously served as the Executive Director - Digital Technology at United Technologies Corporation, a global technology products and services company that serves the building systems and aerospace industries, from 2015 to April 2018. 27 PART II
He previously served as the Executive Director - Digital Technology at United Technologies Corporation, a global technology products and services company that serves the building systems and aerospace industries, from 2015 to April 2018. Jackie L. Nystrom — Ms.
He was appointed to his current position of Executive Vice President and President, Vocational Segment in June 2024. Mr. Pack is a director of Winnebago Industries, Inc. Timothy S. Bleck — Mr. Bleck joined the Company in 2006.
He was appointed to his current position of Executive Vice President and President, Vocational Segment in June 2024. Mr. Pack is a director of Winnebago Industries, Inc. Bryan K. Brandt — Mr. Brandt joined the Company in 2016 as Vice President, Global Branding and Communications.
Pfeifer 59 President and Chief Executive Officer Ignacio A. Cortina 53 Executive Vice President, Chief Legal and Administrative Officer Matthew A. Field 52 Executive Vice President and Chief Financial Officer Jayanthi Iyengar 63 Executive Vice President and Chief Technology and Strategic Sourcing Officer Mahesh Narang 49 Executive Vice President and President, Access Segment Michael E.
Pfeifer 60 President and Chief Executive Officer Ignacio A. Cortina 54 Executive Vice President, Chief Legal and Administrative Officer Matthew A. Field 53 Executive Vice President and Chief Financial Officer Jayanthi Iyengar 64 Executive Vice President and Chief Technology and Strategic Sourcing Officer Mahesh Narang 50 Executive Vice President and President, Access Segment Steven C.
Prior to joining the Company, he previously served as Vice President - Cummins Inc., a designer, manufacturer, and distributor of a broad portfolio of power solutions, including as President - Components at Cummins Inc. from 2021 to October 2023. In this role, he was responsible for the strategic direction and led all operational aspects of the company’s global Components business.
Prior to joining the Company, he previously served as Vice President - Cummins Inc., a designer, manufacturer, and distributor of a broad portfolio of power solutions, including as President - Components at Cummins Inc. from 2021 to October 2023.
Cummins Emission Solutions is a designer, integrator, manufacturer and distributor of exhaust aftermarket systems and components. Mr. Narang is a director of MOOG Inc. Michael E. Pack — Mr.
Narang held positions of increasing responsibility since joining Cummins in 2003, including as President - Cummins Emission Solutions from 2017- 2021. Cummins Emission Solutions is a designer, integrator, manufacturer and distributor of exhaust aftermarket systems and components. Mr. Narang is a director of MOOG Inc. Steven C. Nordlund — Mr.
Pack 50 Executive Vice President and President, Vocational Segment Timothy S. Bleck 50 Senior Vice President and President, Defense Segment Bryan K. Brandt 56 Senior Vice President and Chief Marketing Officer Anupam Khare 60 Senior Vice President and Chief Information Officer John C. Pfeifer — Mr. Pfeifer joined the Company in 2019 as Executive Vice President and Chief Operating Officer.
Nordlund 58 Executive Vice President and President, Transport Segment Michael E. Pack 51 Executive Vice President and President, Vocational Segment Bryan K. Brandt 57 Senior Vice President and Chief Marketing Officer Anupam Khare 61 Senior Vice President and Chief Information Officer Jackie L. Nystrom 53 Senior Vice President and Chief Human Resources Officer John C. Pfeifer — Mr.
Removed
He has served in various positions of increasing responsibility, including Controller for the Defense segment from 2010 to 2015 and as Vice President Finance, Defense segment from 2015 to 2022. He was appointed to his current position of Senior Vice President and President, Defense Segment in November 2022. Bryan K. Brandt — Mr.
Added
Nordlund joined the Company in July 2025 as Executive Vice President and President, Transport Segment.
Added
Prior to joining the Company, he held multiple senior executive roles at The Boeing Company, a major global aerospace and defense company, including his most recent roles as Vice President and General Manager of the Air Dominance Division from 2022 to 2025, Phantom Works from 2021 to 2022, Boeing NeXt from 2018 to 2021 and HorizonX Ventures from 2017 to 2018.
Added
Earlier in his career, he co-founded Insitu, a pioneer in unmanned aerial systems, and held leadership positions at IBM Corporation. Mr. Nordlund serves on the board of trustees for Embry-Riddle Aeronautical University. Michael E. Pack — Mr.
Added
Nystrom joined the Company in 2010 as a Senior Human Resources Manager and has served in multiple leadership roles of increasing responsibility, most recently as Vice President, Human Resources, Vocational Segment since 2019. She was appointed to her current position of Senior Vice President and Chief Human Resources Officer in January 2026. 26 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+0 added−0 removed3 unchanged
Biggest changeSeptember 30, December 31, 2020 2021 2022 2023 2024 Oshkosh Corporation $ 98.48 $ 138.95 $ 121.99 $ 152.77 $ 136.22 S&P MidCap 400 market index 97.84 140.58 131.99 153.68 175.09 SIC Code 371 Index 227.98 374.28 200.11 312.46 438.39 ITEM 6. RESE RVED 29
Biggest changeSeptember 30, December 31, 2021 2022 2023 2024 2025 Oshkosh Corporation $ 141.09 $ 123.87 $ 155.12 $ 138.32 $ 186.02 S&P MidCap 400 market index 143.68 134.90 157.08 178.96 192.38 SIC Code 371 Index 170.29 84.51 136.53 192.07 219.45 ITEM 6. RESE RVED 28
The Company has chosen to use the Standard & Poor’s MidCap 400 market index as the broad-based index and the companies currently in the Standard Industry Classification Code 371 Index (motor vehicles and equipment) (the SIC Code 371 Index) as a more specific comparison. 28 The comparisons assume that $100 was invested on September 30, 2019 in each of: the Company’s Common Stock, the Standard & Poor’s MidCap 400 market index and the SIC Code 371 Index.
The Company has chosen to use the Standard & Poor’s MidCap 400 market index as the broad-based index and the companies currently in the Standard Industry Classification Code 371 Index (motor vehicles and equipment) (the SIC Code 371 Index) as a more specific comparison. 27 The comparisons assume that $100 was invested on September 30, 2020 in each of: the Company’s Common Stock, the Standard & Poor’s MidCap 400 market index and the SIC Code 371 Index.
From time to time, the Company may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under this authorization. Common Stock Information The Company’s Common Stock is listed on the New York Stock Exchange (NYSE) under the symbol OSK. As of February 13, 2025, there were 1,850 holders of record of the Common Stock.
From time to time, the Company may enter into a Rule 10b5-1 trading plan for the purpose of repurchasing shares under this authorization. Common Stock Information The Company’s Common Stock is listed on the New York Stock Exchange (NYSE) under the symbol OSK. As of February 10, 2026, there were 1,720 holders of record of the Common Stock.
The total return assumes reinvestment of dividends and is adjusted for stock splits. The 2024 return listed in the charts below is based on closing prices per share on December 31, 2024. On that date, the closing price for the Company’s Common Stock was $95.07. * $100 invested on September 30, 2019 in stock or index, including reinvestment of dividends.
The total return assumes reinvestment of dividends and is adjusted for stock splits. The 2025 return listed in the charts below is based on closing prices per share on December 31, 2025. On that date, the closing price for the Company’s Common Stock was $125.63. * $100 invested on September 30, 2020 in stock or index, including reinvestment of dividends.
At December 31, 2024, the Company had repurchased 1,773,592 shares under this authorization. As a result, the Company had 10,226,408 shares of Common Stock remaining available for repurchase under the repurchase authorization. The Company can use the current authorization at any time as there is no expiration date associated with the authorization.
At December 31, 2025, the Company had repurchased 4,054,131 shares under this authorization. As a result, the Company had 7,945,869 shares of Common Stock remaining available for repurchase under the repurchase authorization. The Company can use the current authorization at any time as there is no expiration date associated with the authorization.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED ST OCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 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 fourth quarter of 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) October 1 - October 31 — $ — — 10,720,477 November 1 - November 30 — $ — — 10,720,477 December 1 - December 31 494,069 $ 101.20 494,069 10,226,408 Total 494,069 494,069 (1) In May 2022, the Board of Directors approved a Common Stock repurchase authorization of 12,000,000 shares.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED ST OCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 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 fourth quarter of 2025: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) October 1 - October 31 327,194 $ 132.70 327,194 8,530,548 November 1 - November 30 290,420 123.64 290,420 8,240,128 December 1 - December 31 294,259 129.59 294,259 7,945,869 Total 911,873 911,873 (1) In May 2022, the Board of Directors approved a Common Stock repurchase authorization of 12,000,000 shares.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

71 edited+30 added−42 removed15 unchanged
Biggest changeThe increase in operating income in the Vocational segment was primarily due to improved pricing ($160 million), the impact of higher gross margin associated with higher sales volume ($55 million), improved product mix ($31 million), the absence of the loss on the sale of the rear-discharge concrete mixer business ($13 million) and the absence of acquisition costs related to AeroTech ($13 million), offset in part by higher material costs ($25 million) and adverse production variances ($25 million). 34 Defense The following table presents the Defense segment results (in millions): Year Ended December 31, 2024 2023 Change % Change Net sales $ 2,155.2 $ 2,001.4 $ 153.8 7.7 % Cost of sales 1,996.1 1,805.4 190.7 10.6 % Gross income 159.1 196.0 (36.9 ) -18.8 % % of sales 7.4 % 9.8 % -240 bps Selling, general and administrative 107.7 108.3 (0.6 ) -0.6 % Operating income 51.4 87.7 (36.3 ) -41.4 % % of sales 2.4 % 4.4 % -200 bps Defense segment sales increased primarily due to higher volume ($202 million), partially offset by unfavorable cumulative catch-up adjustments in 2024 compared to favorable cumulative catch-up adjustments in 2023 ($48 million).
Biggest changeTransport The following table presents the Transport segment results (in millions): Year Ended December 31, 2025 2024 Change % Change Net sales $ 2,096.7 $ 2,155.2 $ (58.5 ) -2.7 % Cost of sales 1,916.0 1,996.1 (80.1 ) -4.0 % Gross income $ 180.7 $ 159.1 $ 21.6 13.6 % % of sales 8.6 % 7.4 % 120 bps Selling, general and administrative $ 102.9 $ 107.7 $ (4.8 ) -4.5 % Operating income $ 77.8 $ 51.4 $ 26.4 51.4 % % of sales 3.7 % 2.4 % 130 bps Transport segment net sales decreased primarily due to lower sales volume of the JLTV to the Department of Defense ($687 million) due to completion of production under the Company's JLTV contract, offset in part by the ramp up of NGDV production ($365 million), higher international tactical wheeled vehicle sales volumes ($142 million), higher Family of Heavy Tactical Vehicles sales volume ($119 million) and the license of JLTV-related intellectual property to the U.S. government ($25 million).
Major products manufactured and marketed by each of the Company’s business 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, manufacturing companies and home improvement centers.
Major products manufactured and marketed by each of the Company’s business 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.
Changes to production costs, overhead rates, learning curve and/or supplier performance can also impact these estimates. These estimates require significant judgment by management. The Company recognizes changes in estimated sales or costs and the resulting profit or loss on a cumulative basis.
Changes to production costs, overhead rates, schedule, learning curve and/or supplier performance can also impact these estimates. These estimates require significant judgment by management. The Company recognizes changes in estimated sales or costs and the resulting profit or loss on a cumulative basis.
See Note 12 of the Notes to Consolidated Financial Statements for information regarding the Company’s goodwill. NEW ACCOUNTING STANDARDS See Note 2 of the Notes to Consolidated Financial Statements regarding the impact or potential impact of recent accounting pronouncements on the Company’s consolidated financial statements.
See Note 12 of the Notes to Consolidated Financial Statements for information regarding the Company’s goodwill. 37 NEW ACCOUNTING STANDARDS See Note 2 of the Notes to Consolidated Financial Statements regarding the impact or potential impact of recent accounting pronouncements on the Company’s consolidated financial statements.
Under the Credit Agreement, the Company is obligated to pay (i) an unused commitment fee ranging from 0.080% to 0.225% per annum of the average daily unused portion of the aggregate revolving credit commitments under the Credit Agreement and (ii) a fee ranging from 0.4375% 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.
Under the Credit Agreement, the Company is obligated to pay (i) an unused commitment fee ranging from 0.080% to 0.225% per annum of the average daily unused portion of the aggregate revolving credit commitments under the Credit Agreement and (ii) a fee ranging from 0.438% 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.
CUSTOMERS AND BACKLOG Sales to the U.S. government comprised approximately 20% of the Company’s net sales in 2024. 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.
CUSTOMERS AND BACKLOG Sales to the U.S. government comprised approximately 20% of the Company’s net sales in 2025. 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.
When a reporting unit's fair value is less than its carrying value, an impairment loss is recognized for the difference between the fair value and carrying value of the reporting unit. The Company had $1.4 billion of goodwill at December 31, 2024. The Company estimates the fair value of the reporting units utilizing the income approach and the market approach.
When a reporting unit's fair value is less than its carrying value, an impairment loss is recognized for the difference between the fair value and carrying value of the reporting unit. The Company had $1.4 billion of goodwill at December 31, 2025. The Company estimates the fair value of the reporting units utilizing the income approach and the market approach.
In February 2020, the Company issued $300.0 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.
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”) 35 between the Company and a trustee. The Indenture contains customary affirmative and negative covenants.
Due to the difficulty in determining the timing of such settlements, these obligations are not included in the summary of the Company’s fixed contractual obligations. See Note 7 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s unrecognized tax benefits as of December 31, 2024.
Due to the difficulty in determining the timing of such settlements, these obligations are not included in the summary of the Company’s fixed contractual obligations. See Note 7 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s unrecognized tax benefits as of December 31, 2025.
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 53% of the Company’s December 31, 2024 backlog is not expected to be filled in 2025.
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 53% of the Company’s December 31, 2025 backlog is not expected to be filled in 2026.
The Company has the option to redeem the 2028 and 2030 Senior Notes at any time for a premium. Refer to Note 16 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s debt as of December 31, 2024.
The Company has the option to redeem the 2028 and 2030 Senior Notes at any time for a premium. Refer to Note 16 of the Notes to Consolidated Financial Statements for additional information regarding the Company’s debt as of December 31, 2025.
The Defense segment recognizes revenue on its performance obligations that are satisfied over time by measuring progress using the cost-to-cost method of percentage-of-completion because it best depicts the transfer of control to the customer.
The Transport segment recognizes revenue on its performance obligations that are satisfied over time by measuring progress using the cost-to-cost method of percentage-of-completion because it best depicts the transfer of control to the customer.
At December 31, 2024, 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.
At December 31, 2025, 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.
GAAP requires management to make estimates and judgments that affect reported amounts and related disclosures. On an ongoing basis, management evaluates and updates its estimates. Management employs judgment in making its estimates but they are based on historical experience and currently available information and various other assumptions that the Company believes to be reasonable under the circumstances.
GAAP requires management to make estimates and judgments that affect reported amounts and related disclosures. On an ongoing basis, management evaluates and updates its estimates. Management employs judgment in making its estimates, which are based on historical experience, currently available information and various other assumptions that the Company believes to be reasonable under the circumstances.
Under the cost-to-cost method of percentage-of-completion, the Defense segment measures progress based on the ratio of costs incurred to date 38 to total estimated costs for the performance obligations. Due to the size and nature of these contracts, the estimation of total revenues and costs is complex and requires judgment by management.
Under the cost-to-cost method of percentage-of-completion, the Transport segment measures progress based on the ratio of costs incurred to date to total estimated costs for the performance obligations. Due to the size and nature of these contracts, the estimation of total revenues and costs is complex and requires judgment by management.
Covenant Compliance The Credit Agreement contains 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.
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.
In performing this evaluation, the Defense segment considers risks of contract performance such as technical requirements, schedule, duration and key contract dependencies. Occasionally, the Company incurs production costs not planned or budgeted, or in excess of its original budget.
In performing this 36 evaluation, the Transport segment considers risks of contract performance such as technical requirements, schedule, duration and key contract dependencies. Occasionally, the Company incurs production costs not planned or budgeted, or in excess of its original budget.
Vocational — custom and commercial firefighting vehicles and equipment; aviation ground support products, gate equipment and airport services provided to commercial airlines, airports, air-freight carriers, ground handling customers and the military; aircraft rescue and firefighting (ARFF) vehicles; refuse and recycling collection vehicles sold to commercial and municipal waste haulers; field service vehicles and truck-mounted cranes sold to mining, construction and other companies; simulators, mobile command and control vehicles and other emergency vehicles primarily sold to fire departments, airports and other governmental units and front-discharge concrete mixers sold to ready-mix 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.
Learning curve costs are included in the cost-to-cost method of percentage-of-completion while costs that do not contribute to the Company's progress in satisfying the performance obligation are considered inefficiencies and expensed as incurred. The above considerations are then factored into the Company’s estimated revenue and costs.
Normal costs are included in the cost-to-cost method of percentage-of-completion while inefficiencies do not contribute to the Company's progress in satisfying the performance obligation and are expensed as incurred. The above considerations are then factored into the Company’s estimated revenue and costs.
Borrowings under the Revolving Credit Facility could, as discussed below, be limited by a financial covenant contained in the Credit Agreement (as defined in “Liquidity”). The Company was in compliance and expects to remain in compliance with the financial covenant contained in the Credit Agreement.
Borrowings under the Revolving Credit Facility could, as discussed below, be limited by a financial covenant contained in the Credit Agreement (as defined in “Liquidity”). The Company was in compliance as of December 31, 2025 and expects to remain in compliance with the financial covenants contained in the Credit Agreement.
Consolidated inventory turns (defined as “Cost of Sales” on an annualized basis, divided by the average “Inventory” at the past five quarter end periods) decreased from 4.2 times at December 31, 2023 to 3.9 times at December 31, 2024, primarily due to increases in inventory levels in the Vocational and Access segments.
Consolidated inventory turns (defined as “Cost of Sales” on an annualized basis, divided by the average “Inventory” at the past five quarter end periods) decreased from 3.9 times at December 31, 2024 to 3.6 times at December 31, 2025, primarily due to increases in inventory levels in the Transport and Vocational segments.
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) was 40 days at December 31, 2024, down from 44 days at December 31, 2023.
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) was 43 days at December 31, 2025, up from 40 days at December 31, 2024.
Contractual Obligations The total amount of gross unrecognized tax benefits, including interest, for uncertain tax positions was $61.6 million as of December 31, 2024. Future settlements with tax authorities could result in payment of these obligations.
Contractual Obligations The total amount of gross unrecognized tax benefits, including interest, for uncertain tax positions was $45.5 million as of December 31, 2025. Future settlements with tax authorities could result in payment of these obligations.
LIQUIDITY AND CAPITAL RESOURCES The Company generates significant capital resources from operating activities, which is the expected primary source of funding for the Company. The Company expects cash flow from operations to be between $550 million and $650 million in 2025.
LIQUIDITY AND CAPITAL RESOURCES The Company generates significant capital resources from operating activities, which is the expected primary source of funding for the Company. The Company expects cash flow from operations to be between $750 million and $850 million in 2026.
Defense — tactical vehicles, trailers, weapons system integration and parts sold to the U.S. military and to other militaries around the world and delivery vehicles for the United States Postal Service (USPS). All estimates referred to in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” refer to the Company’s estimates as of February 20, 2025.
Transport — tactical vehicles, trailers and parts sold to the U.S. military and to other militaries around the world and delivery vehicles for the United States Postal Service (USPS). All estimates referred to in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” refer to the Company’s estimates as of February 17, 2026.
The Company was in compliance with the financial covenant contained in the Credit Agreement as of December 31, 2024 and expects to be able to meet the financial covenant contained in the Credit Agreement over the next twelve months. 37 Senior Notes In May 2018, the Company issued $300.0 million of 4.60% unsecured senior notes due May 15, 2028 (the “2028 Senior Notes”).
The Company was in compliance with the financial covenants as of December 31, 2025 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”).
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 believes that its liquidity position is adequate to meet its projected needs.
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 overall capital resources and liquidity position that the Company believes is adequate to meet its projected needs.
In addition to cash generated from operations, the Company had other sources of liquidity available at December 31, 2024, including $204.9 million of cash and cash equivalents and $1.16 billion of unused available capacity under the Revolving Credit Facility (as defined in “Liquidity”).
In addition to cash generated from operations, the Company had other sources of liquidity available at December 31, 2025, including $479.8 million of cash and cash equivalents and $1.51 billion of unused available capacity under the Revolving Credit Facility (as defined in “Liquidity”).
Liquidity Senior Credit Agreement On March 23, 2022, the Company entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for an unsecured revolving credit facility (the “Revolving Credit Facility”) that matures in March 2027 with an initial maximum aggregate amount of availability of $1.10 billion.
Liquidity Credit Agreements In March 2022, the Company entered into a Third Amended and Restated Credit Agreement (as amended, the “Credit Agreement”). The Credit Agreement provides for an unsecured revolving credit facility (the “Revolving Credit Facility”) with a maximum aggregate availability of $1.55 billion that matures in March 2027.
The Company reviews such costs to determine if they are contributing and proportionate to the Company's progress in satisfying the performance obligation. Costs that are contributing but not proportionate to the Company's progress are reviewed to determine if they meet the definition of learning curve costs, which requires significant judgment.
The Company reviews such costs to determine if they are contributing and proportionate to the Company's progress in satisfying the performance obligation. Costs that are contributing but not proportionate to the Company's progress are reviewed to determine if they represent inefficiencies, which requires significant judgment.
The Company has concluded that control of substantially all of the Defense segment’s performance obligations transfers to the customer continuously and therefore revenue is recognized over time.
The Company has concluded that control of substantially all of the Transport segment’s performance obligations transfers to the customer as the performance obligations are satisfied and therefore revenue is recognized over time.
Days sales outstanding for segments other than the Defense segment was 44 days at December 31, 2024, down from 49 days at December 31, 2023, primarily due to the impact of sales mix on average payment terms in the Access segment.
Days sales outstanding for segments other than the Transport segment was 51 days at December 31, 2025, up from 44 days at December 31, 2024, primarily due to the impact of sales mix on average payment terms in the Access segment.
The table below presents a reconciliation of the Company’s presented non-GAAP measure to the most directly comparable GAAP measure: 2025 Expectations Earnings per share-diluted (GAAP) $ 10.30 Amortization of purchased intangibles, net of tax 0.70 Adjusted earnings per share-diluted (non-GAAP) $ 11.00 40
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) $ 10.90 Amortization of purchased intangibles, net of tax 0.60 Adjusted earnings per share-diluted (non-GAAP) $ 11.50
Financial Condition at December 31, 2024 The Company’s capitalization was as follows (in millions): December 31, 2024 2023 Cash and cash equivalents $ 204.9 $ 125.4 Total debt 961.8 772.5 Total shareholders’ equity 4,152.1 3,705.3 Total capitalization (debt plus equity) 5,113.9 4,477.8 Debt to total capitalization 18.8 % 17.3 % The Company’s ratio of debt to total capitalization of 18.8% at December 31, 2024 remained within its targeted range.
Financial Condition at December 31, 2025 The Company’s cash and cash equivalents and capitalization were as follows (in millions): December 31, 2025 2024 Cash and cash equivalents $ 479.8 $ 204.9 Total debt 1,100.9 961.8 Total shareholders’ equity 4,530.5 4,152.1 Total capitalization (debt plus equity) 5,631.4 5,113.9 Debt to total capitalization 19.5 % 18.8 % The Company’s ratio of debt to total capitalization of 19.5% at December 31, 2025 remained within its targeted range.
Defense segment backlog decreased 2.7% to $6.53 billion at December 31, 2024, compared to $6.71 billion at December 31, 2023, primarily due to the wind-down of production under the Company's domestic JLTV contract. Backlog represents the dollar amount of revenues that the Company anticipates from customer contracts that have been awarded and/or are in progress.
Transport segment backlog decreased 5.4% to $6.2 billion at December 31, 2025, compared to $6.5 billion at December 31, 2024, primarily reflecting NGDV production and completion of production under the Company's domestic JLTV contract in 2025. Backlog represents the dollar amount of revenues that the Company anticipates from customer contracts that have been awarded and/or are in progress.
This was the Company’s eleventh straight year of a double-digit percentage increase to its dividend rate. 2025 OUTLOOK The Company estimates consolidated sales will be approximately $10.6 billion in 2025, compared to $10.7 billion in 2024. The Company expects consolidated operating income will be approximately $990 million, resulting in diluted earnings per share of approximately $10.30.
This was the Company's twelfth straight year of a double-digit percentage increase in its dividend rate. 2026 OUTLOOK The Company estimates consolidated sales will be approximately $11.0 billion in 2026, compared to $10.4 billion in 2025. The Company expects consolidated operating income in 2026 will be approximately $1.06 billion, resulting in diluted earnings per share of approximately $10.90.
Consolidated days payables outstanding (defined as “Accounts Payable” at quarter end divided by material costs of sales for the most recent quarter multiplied by 90 days) was 65 days, down from 72 days at December 31, 2023, primarily due to the timing of cash disbursements. 36 Operating Cash Flows Operating activities provided $550.1 million of cash in 2024 compared to $599.6 million in 2023.
Consolidated days payables outstanding (defined as “Accounts Payable” at quarter end divided by material costs of sales for the most recent quarter multiplied by 90 days) was 65 days at December 31, 2025 and December 31, 2024. 34 Operating Cash Flows Operating activities provided $783.4 million of cash in 2025 compared to $550.1 million in 2024.
The Company evaluates the recoverability of goodwill by estimating the fair value of the businesses to which the goodwill relates. Estimated cash flows and related goodwill are grouped at the reporting unit level. A reporting unit is an operating segment or, under certain circumstances, a component of an operating segment.
Estimated cash flows and related goodwill are grouped at the reporting unit level. A reporting unit is an operating segment or, under certain circumstances, a component of an operating segment.
The Company estimates net interest expense will be approximately $120 million in 2025, compared to $112 million in 2024. The Company estimates the tax rate for 2025 will be approximately 23.5% and the average share count will be approximately 65.0 million shares.
The Company estimates net interest expense will be approximately $105 million in 2026, compared to $109 million in 2025. The Company estimates the tax rate for 2026 will be approximately 24.5% and average share count will be approximately 63 million shares.
Included in the Company's expectations is amortization of intangible assets of approximately $60 million, or $0.70 per share. Excluding amortization of intangible assets, the Company expects adjusted diluted earnings per share to be approximately $11.00. The Company's estimates assume that present levels of tariff rates, raw material prices and supply chain performance continue into 2025 without significant disruption.
Included in the Company's expectations is amortization of intangible assets of approximately $55 million, or $0.60 per share. Excluding amortization of intangible assets, the Company expects adjusted diluted earnings per share in 2026 to be approximately $11.50. The Company's estimates assume that present levels of tariff rates continue.
At December 31, 2024, borrowings under the Revolving Credit Facility of $360.0 million and specified outstanding letters of credit of $26.3 million reduced available capacity under the Revolving Credit Facility to $1.16 billion.
At December 31, 2025, specified outstanding letters of credit of $35.3 million reduced available capacity under the Revolving Credit Facility to $1.51 billion.
Corporate and other The following table presents corporate and other results (in millions): Year Ended December 31, 2024 2023 Change % Change Net sales $ 100.0 $ 88.4 $ 11.6 13.1 % Cost of sales 98.1 74.5 23.6 31.7 % Gross income 1.9 13.9 (12.0 ) -86.3 % Selling, general and administrative 189.2 182.9 6.3 3.4 % Amortization of purchased intangibles 4.3 5.4 (1.1 ) -20.4 % Intangible asset impairments 51.6 — 51.6 100.0 % Operating loss (243.2 ) (174.4 ) (68.8 ) 39.4 % Net operating costs for corporate and other increased primarily due to the intangible asset impairments in the second quarter of 2024 at Pratt Miller ($52 million), higher share-based compensation expenses ($6 million), lower operating results at Pratt Miller ($6 million) and higher new product development investments ($5 million). 35 2023 COMPARED WITH 2022 The comparison of the year ended December 31, 2023 results with the year ended December 31, 2022 results can be found in the “Management’s Discussion and Analysis” section in the Company’s 2023 Annual Report on Form 10-K.
Corporate and other The following table presents corporate and other results (in millions): Year Ended December 31, 2025 2024 Change % Change Net sales $ 104.3 $ 100.0 $ 4.3 4.3 % Cost of sales 111.5 98.1 13.4 13.7 % Gross income (7.2 ) 1.9 (9.1 ) -478.9 % Selling, general and administrative 171.4 189.2 (17.8 ) -9.4 % Amortization of purchased intangibles 3.1 4.3 (1.2 ) -27.9 % Intangible asset impairments 5.7 51.6 (45.9 ) -89.0 % Operating loss $ (187.4 ) $ (243.2 ) $ 55.8 -22.9 % Net operating costs for corporate and other decreased primarily due to lower intangible asset impairments ($46 million) at the Company's Pratt Miller business unit and lower incentive compensation accruals ($17 million). 33 2024 COMPARED WITH 2023 The comparison of the year ended December 31, 2024 results with the year ended December 31, 2023 results can be found in the “Management’s Discussion and Analysis” section in the Company’s 2024 Annual Report on Form 10-K.
Goodwill reflects the cost of an acquisition in excess of the aggregate fair value assigned to identifiable net assets acquired. Goodwill is not amortized; however, it is assessed for impairment annually and as triggering events or “indicators of potential impairment” occur. The Company performs its annual impairment test at the beginning of the fourth quarter.
Goodwill is not amortized; however, it is assessed for impairment annually and as triggering events or “indicators of potential impairment” occur. The Company performs its annual impairment test at the beginning of the fourth quarter. The Company evaluates the recoverability of goodwill by estimating the fair value of the businesses to which the goodwill relates.
The increase in the debt to total capitalization compared to December 31, 2023 was primarily due to the acquisition of AUSA. 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.
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.
The Company's Board of Directors authorized the repurchase of 12 million shares in May 2022, of which approximately 10.2 million shares remained as of December 31, 2024. In 2023, the Company repurchased 265,795 shares of its Common Stock at an aggregate cost of $22.5 million.
The Company's Board of Directors authorized the repurchase of 12,000,000 shares in May 2022, of which 7,945,869 shares remained as of December 31, 2025. In 2024, the Company repurchased 1,058,474 shares of its Common Stock at an aggregate cost of $116.0 million.
Losses of unconsolidated affiliates primarily represented changes in the Company’s equity method investments. During 2024, the Company recorded an impairment of an equity method investment of $7 million.
During 2024, the Company recorded an impairment of an equity method investment of $7 million.
The Company’s annual impairment assessment indicated that no additional impairments to goodwill were required. The fair value of all but one reporting unit exceeded its carrying value by more than 10%. Changes in estimates or the application of alternative assumptions could have produced significantly different results.
The fair value of each reporting unit exceeded its carrying value by more than 10%. Changes in estimates or the application of alternative assumptions could have produced different results.
In evaluating the fair values of its reporting units, the Company also reconciles its total estimated fair value to within a reasonable range of the Company’s market capitalization. During the second quarter of 2024, the Company determined that a triggering event occurred at Pratt Miller and assessed the reporting unit for impairment.
In evaluating the fair values of its reporting units, the Company also reconciles its total estimated fair value to within a reasonable range of the Company’s market capitalization.
At December 31, 2024, the Pratt Miller reporting unit had $5.7 million of goodwill remaining. 39 For the annual impairment test, the Company used discount rates, depending on reporting unit, of 13.0% to 17.0% (12.0% to 14.5% at October 1, 2023) and a terminal growth rate of 3.0% (3.0% at October 1, 2023).
For the annual impairment test, the Company used discount rates, depending on reporting unit, of 11.5% to 15.0% (13.0% to 17.0% at October 1, 2024) and a terminal growth rate of 3.0% (3.0% at October 1, 2024). The Company’s annual impairment assessment indicated that no additional impairments to goodwill were required.
Changes in estimates on contracts accounted for under the cost-to-cost method resulted in cumulative catch-up adjustments on contract margins that decreased Defense segment operating income by $46.9 million in 2024, increased operating income by $2.8 million in 2023 and decreased operating income by $45.7 million in 2022. Goodwill.
Changes in estimates on contracts accounted for under the cost-to-cost method resulted in cumulative catch-up adjustments on contract margins that decreased Transport segment operating income by $37.9 million and $46.9 million in 2025 and 2024, respectively. Goodwill. Goodwill reflects the cost of an acquisition in excess of the aggregate fair value assigned to identifiable net assets acquired.
Following is a summary of the Company’s contractual obligations and payments due by period following December 31, 2024 (in millions): Payments Due by Period Less Than More Than Total 1 Year 1-3 Years 3-5 Years 5 Years Long-term debt (including interest) (1) $ 699.7 $ 25.4 $ 47.2 $ 324.3 $ 302.8 Lease obligations 301.5 67.8 99.3 67.4 67.0 Purchase obligations (2) 2,169.4 2,096.3 73.1 — — Other non-current liabilities (3) 440.0 47.6 79.3 52.2 260.9 $ 3,610.6 $ 2,237.1 $ 298.9 $ 443.9 $ 630.7 (1) Interest was calculated based upon the interest rate in effect on December 31, 2024.
Following is a summary of the Company’s contractual obligations and payments due by period following December 31, 2025 (in millions): Payments Due by Period Less Than More Than Total 1 Year 1-3 Years 3-5 Years 5 Years Long-term debt (including interest) (1) $ 1,202.8 $ 46.2 $ 843.8 $ 311.6 $ 1.2 Lease obligations 314.5 70.3 118.4 64.4 61.4 Purchase obligations (2) 2,131.1 2,086.7 44.4 — — Other non-current liabilities (3) 458.5 37.0 74.8 75.7 271.0 $ 4,106.9 $ 2,240.2 $ 1,081.4 $ 451.7 $ 333.6 (1) Interest was calculated based upon the interest rate in effect on December 31, 2025.
The increase in consolidated operating income was primarily due to improved pricing ($166 million), the impact of higher gross margin associated with higher sales volume ($134 million) and improved sales mix ($63 million), partially offset by intangible asset impairments ($52 million), the impact of changes in cumulative catch-up adjustments on contracts ($50 million), higher engineering costs ($47 million) and higher production costs ($43 million).
The decrease in consolidated operating income was primarily due to the impact of lower gross margin associated with lower sales volume ($107 million), higher labor and overhead costs ($90 million) and higher warranty expense ($37 million), offset in part by improved pricing ($69 million), lower intangible asset impairments ($46 million), lower selling, general and administrative expenses ($34 million) and lower adverse changes in cumulative catch-up adjustments on contracts ($12 million).
The Company’s backlog as of December 31, 2024 decreased 12.0% to $14.74 billion compared to $16.75 billion at December 31, 2023. Access segment backlog decreased 59.5% to $1.83 billion at December 31, 2024, compared to $4.53 billion at December 31, 2023.
The Company’s backlog as of December 31, 2025 decreased 3.8% to $14.2 billion compared to $14.7 billion at December 31, 2024. Access segment backlog decreased 30.4% to $1.3 billion at December 31, 2025, compared to $1.8 billion at December 31, 2024.
The increase in consolidated gross margin was due to improved pricing (120 basis points), offset in part by changes in cumulative catch-up adjustments on contracts in the Defense segment (50 basis points).
The increase in gross margin in the Transport segment was primarily due to improved pricing (120 basis points), improved sales mix (80 basis points) and lower unfavorable cumulative catch-up adjustments (40 basis points), offset in part by higher warranty expense (110 basis points).
The following table presents consolidated non-operating changes (in millions): Year Ended December 31, 2024 2023 Change Interest expense, net of interest income $ (111.9 ) $ (53.8 ) $ (58.1 ) Miscellaneous, net 4.2 13.8 (9.6 ) Provision for income taxes 210.0 190.0 20.0 Effective tax rate 23.3 % 23.8 % Losses of unconsolidated affiliates $ (11.6 ) $ (9.6 ) $ (2.0 ) Interest expense, net of interest income increased due to increased borrowings on the Revolving Credit Facility (as defined in "Liquidity") primarily to fund the acquisitions of AeroTech in August 2023 and AUSA in September 2024.
The following table presents consolidated non-operating changes (in millions): Year Ended December 31, 2025 2024 Change Interest expense, net of interest income $ (108.9 ) $ (111.9 ) $ 3.0 Miscellaneous, net 11.4 4.2 7.2 Provision for income taxes 191.5 210.0 (18.5 ) Effective tax rate 22.7 % 23.3 % Losses of unconsolidated affiliates $ (3.5 ) $ (11.6 ) $ 8.1 Miscellaneous, net includes gains and losses on investments, net foreign currency transaction gains and losses, and non-service costs of the Company’s pension plans.
The increase in Access segment operating income was primarily due to improved sales mix ($48 million), the impact of higher gross margin associated with higher sales volume ($33 million), favorable absorption ($15 million) and lower litigation costs ($10 million), offset in part by higher selling, general and administrative expenses to support higher sales volume ($24 million) and higher engineering costs ($21 million).
The decrease in operating income in the Access segment was primarily due to the impact of lower gross margin associated with lower sales volume ($192 million), higher sales discounts ($118 million) and higher labor and overhead costs ($40 million), offset in part by lower incentive compensation accruals ($24 million).
The Company expects operating margin in the Access segment in 2025 will be approximately 12.5%, down from 15.6% in 2024 as a result of adverse sales mix and the impact of lower sales levels on fixed costs.
The Company expects operating income margin in the Access segment in 2026 will be approximately 9.7%, down from 11.2% in 2025 due to the impact of fixed costs relative to lower expected sales levels.
The segment's operating margin is expected to increase in 2025 as a result of expected continued favorable price/cost dynamics. Customer orders in backlog for delivery in 2025 were booked at significantly higher prices. 31 The Company expects Defense segment sales will be approximately $2.3 billion in 2025, an increase of approximately 7% compared to 2024 sales.
The Company expects Vocational segment operating income margin in 2026 will be approximately 16.1%, compared to 14.7% in 2025. The segment's operating income margin is expected to increase in 2026 as a result of expected continued favorable price/cost dynamics and improved production throughput.
SEGMENT RESULTS Access The following table presents the Access segment results (in millions): Year Ended December 31, 2024 2023 Change % Change Net sales $ 5,164.7 $ 4,990.0 $ 174.7 3.5 % Cost of sales 4,035.9 3,954.0 81.9 2.1 % Gross income 1,128.8 1,036.0 92.8 9.0 % % of sales 21.9 % 20.8 % 110 bps Selling, general and administrative 312.7 288.6 24.1 8.4 % Amortization of purchased intangibles 10.7 8.6 2.1 24.4 % Operating income 805.4 738.8 66.6 9.0 % % of sales 15.6 % 14.8 % 80 bps 33 Access segment sales increased primarily as a result of improved sales volume in North America ($277 million) and the inclusion of sales related to the AUSA acquisition ($44 million), offset in part by lower sales volume in the Europe, Africa and Middle East ($103 million) and Rest of the World ($43 million) regions.
SEGMENT RESULTS Access The following table presents the Access segment results (in millions): Year Ended December 31, 2025 2024 Change % Change Net sales $ 4,494.4 $ 5,164.7 $ (670.3 ) -13.0 % Cost of sales 3,674.8 4,035.9 (361.1 ) -8.9 % Gross income $ 819.6 $ 1,128.8 $ (309.2 ) -27.4 % % of sales 18.2 % 21.9 % -370 bps Selling, general and administrative $ 303.1 $ 312.7 $ (9.6 ) -3.1 % Amortization of purchased intangibles 14.5 10.7 3.8 35.5 % Operating income $ 502.0 $ 805.4 $ (303.4 ) -37.7 % % of sales 11.2 % 15.6 % -440 bps Access segment net sales decreased primarily as a result of lower organic sales volume ($659 million) as a result of softer market conditions and the expiration in 2024 of an agreement to produce Caterpillar-branded telehandlers, as well as higher sales discounts ($118 million), offset in part by incremental sales in 2025 related to the September 2024 acquisition of AUSA ($91 million).
The Company expects Vocational segment sales of approximately $3.8 billion in 2025, an increase of approximately 15% compared to 2024 sales reflecting expected increases in production volume and pricing. The Company expects Vocational segment operating margin in 2025 will be approximately 14.0%, compared to 12.0% in 2024.
The Company expects Vocational segment sales of approximately $4.2 billion in 2026, an increase of approximately 13.0% compared to 2025 sales reflecting expected increases in production volume from improved throughput and improvements in pricing in municipal fire apparatus as the Vocational segment delivers its backlog.
The decrease in operating income in the Defense segment was primarily a result of the impact of changes in cumulative catch-up adjustments on contracts ($50 million) and adverse production variances ($15 million), offset in part by the impact of higher gross margin associated with higher sales volume ($30 million).
The increase in operating income in the Transport segment was largely a result of improved pricing under recent contracts ($30 million), the license of intellectual property to the U.S. government ($25 million) and lower unfavorable cumulative catch-up adjustments ($9 million), offset in part by higher warranty expense ($22 million) and the impact of lower gross margin associated with lower sales volume ($18 million).
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Oshkosh Corporation is a global industrial technology company dedicated to moving the world forward. As an innovator and integrator, we specialize in the design, development and manufacturing of purpose-built vehicles and equipment, serving everyday heroes.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Oshkosh Corporation is a global industrial technology company that designs and deploys advanced technologies to empower everyday heroes who build, serve and protect communities around the world.
Capital expenditures remains elevated due to efforts to expand production capacity in the Vocational segment. Financing Cash Flows Financing activities used cash of $75.1 million in 2024 compared to provided cash of $3.4 million in 2023. In 2024, the Company repurchased 1,058,474 shares of its Common Stock at an aggregate cost of $116.0 million.
Financing Cash Flows Financing activities used cash of $315.9 million in 2025 compared to $75.1 million in 2024, primarily due to increased share repurchases and lower net borrowings. In 2025, the Company repurchased 2,280,539 shares of its Common Stock at an aggregate cost of $278.0 million.
Vocational The following table presents the Vocational segment results (in millions): Year Ended December 31, 2024 2023 Change % Change Net sales $ 3,310.3 $ 2,578.1 $ 732.2 28.4 % Cost of sales 2,630.7 2,143.2 487.5 22.7 % Gross income 679.6 434.9 244.7 56.3 % % of sales 20.5 % 16.9 % 360 bps Selling, general and administrative 242.8 230.6 12.2 5.3 % Amortization of purchased intangibles 39.7 18.8 20.9 111.2 % Operating income 397.1 185.5 211.6 114.1 % % of sales 12.0 % 7.2 % 480 bps Vocational segment sales increased due to the timing of the AeroTech acquisition ($429 million), improved organic sales volume ($212 million) and improved pricing in response to higher input costs ($160 million), offset in part by the impact of the sale of the rear-discharge concrete mixer business in the first quarter of 2023 ($65 million).
Vocational The following table presents the Vocational segment results (in millions): Year Ended December 31, 2025 2024 Change % Change Net sales $ 3,726.9 $ 3,310.3 $ 416.6 12.6 % Cost of sales 2,901.0 2,630.7 270.3 10.3 % Gross income $ 825.9 $ 679.6 $ 146.3 21.5 % % of sales 22.2 % 20.5 % 170 bps Selling, general and administrative $ 241.3 $ 242.8 $ (1.5 ) -0.6 % Amortization of purchased intangibles 37.5 39.7 (2.2 ) -5.5 % Operating income $ 547.1 $ 397.1 $ 150.0 37.8 % % of sales 14.7 % 12.0 % 270 bps Vocational segment net sales increased due to higher sales volume ($261 million), largely as a result of increased production rates, and improved pricing ($157 million). 32 The increase in gross margin in the Vocational segment was primarily attributable to improved pricing (300 basis points), offset in part by higher material costs (90 basis points) and higher labor and overhead costs (60 basis points).
Unit backlog for municipal fire apparatus as of December 31, 2024 was up 3.8% compared to December 31, 2023. Unit backlog for refuse and recycling collection vehicles as of December 31, 2024 was up 5.3% compared to December 31, 2023.
Vocational segment backlog increased 4.7% to $6.6 billion at December 31, 2025, compared to $6.3 billion at December 31, 2024, due to higher pricing on future deliveries and continued strong demand for municipal fire apparatus. Unit backlog for municipal fire apparatus as of December 31, 2025 was up 1.5% compared to December 31, 2024.
The lower effective tax rate in 2024 as compared to 2023 is the result of a higher foreign-derived intangible income deduction due to higher export sales. See Note 7 of the Notes to Consolidated Financial Statements for a reconciliation of the effective tax rate compared to the U.S. statutory tax rate.
The effective tax rate in 2024 included net discrete tax 31 benefits of $2 million. See Note 7 of the Notes to Consolidated Financial Statements for a reconciliation of the effective tax rate compared to the U.S. statutory tax rate. Losses of unconsolidated affiliates primarily represented changes in the Company’s equity method investments.
The decrease in backlog is believed to primarily be the result of the normalization of orders in connection with improved product availability and slowing demand in North America. Vocational segment backlog increased 15.6% to $6.32 billion at December 31, 2024, compared to $5.46 billion at December 31, 2023, due to strong demand for municipal fire apparatus and price increases.
The Company believes the decrease in backlog was primarily the result of slowing demand in North America due to the uncertain macro environment and the normalization of orders in connection with improved product availability.
The increase in consolidated selling, general and administrative expenses was primarily a result of operating costs related to acquired businesses ($52 million), offset in part by lower incentive compensation costs ($14 million).
The decrease in selling, general and administrative expenses in the Access segment was primarily due to lower incentive compensation accruals ($10 million).
Amortization of purchased intangible assets increased primarily due to the acquisitions of AeroTech in August 2023 and AUSA in September 2024. 32 Intangible asset impairment charges relate to the impairments of intangible assets at Pratt Miller recognized in the second quarter of 2024 as a result of unfavorable performance compared to forecast and adverse market conditions related to mobility and motorsports leading to a decline in the Company's expectations of future performance.
During 2024, the Company recorded impairment charges related to Pratt Miller goodwill and intangibles ($52 million) as a result of unfavorable performance compared to forecast and adverse market conditions related to mobility and motorsports.
The Company expects Defense segment operating margin will be approximately 4.0% in 2025, compared to 2.4% in 2024, as a result of lower adverse cumulative catch-up adjustments and the ramp-up of NGDV production. The Company estimates corporate and other costs in 2025 will be approximately $185 million.
The Company's expectations contemplate a receipt of a follow-on NGDV delivery order from the USPS, which the Company expects would result in a favorable cumulative catch-up adjustment at the time the order is received. The Company estimates corporate and other costs in 2026 will be approximately $185 million.
Cash used in operations during 2024 included the payment of 2023 incentive compensation, which was higher than 2022 incentive compensation due to the Company's improved performance. Investing Cash Flows Investing activities used cash of $388.8 million in 2024 compared to $1.29 billion in 2023.
Investing Cash Flows Investing activities used cash of $204.9 million in 2025 compared to $388.8 million in 2024. During 2024, the Company used $113.5 million to fund the acquisition of AUSA.
Removed
The Company is an innovator, developing and leveraging disruptive technologies across our portfolio in the areas of electrification, autonomy and connectivity, making some of the most challenging jobs in the world safe, smart, connected, quiet, clean and productive — delivering both efficiency and impact.
Added
Across construction, firefighting, aviation, refuse collection, defense and delivery industries, we create purpose-built vehicles, equipment and integrated ecosystems that are safe, intuitive and highly productive. As an innovator and integrator, we work directly with our customers to solve real-world challenges – developing and applying breakthrough technologies in autonomy, artificial intelligence, connectivity and electrification.
Removed
The Company is a leading global designer and manufacturer of aerial work platforms under the “JLG” brand name. The Company is among the worldwide leaders in the design and manufacturing of telehandlers under the “JLG” and “SkyTrak” brand names. Under the “Jerr-Dan” brand name, the Company is a leading domestic designer and manufacturer of towing and recovery equipment.
Added
Through these advancements, we make some of the world’s toughest jobs safe, efficient, sustainable and connected — delivering measurable impact for the people who depend on us every day.
Removed
Under the “Pierce” and "Maxi-Metal" brand names, the Company is among the leading global designers and manufacturers of municipal fire trucks assembled on both custom and commercial chassis. Under the “Jetway,” brand name, the Company is one of the leading global designers and manufacturers of aircraft passenger boarding bridges.
Added
OVERVIEW The Company experienced a dynamic and unpredictable international trade environment throughout 2025. The continuously-changing environment contributed to economic uncertainty and the Company saw some customers being judicious with spending on new equipment. Tariffs enacted in the U.S. during the year cost the Company $35 million, or $0.42 per share.
Removed
Under the “Commander,” “LEKTRO” and "Tempest" brand names, the Company is one of the leading global designers and manufacturers of airport ground support equipment. The Company designs and manufactures Aircraft Rescue and Firefighting (ARFF) vehicles under the “Oshkosh” brand name.
Added
Despite all of this, the Company reported solid 2025 earnings per share of $10.02. Driven by the dedication and hard work of its more than 18,000 team members, the Company made tremendous progress on its initiatives during the year.
Removed
Under the “McNeilus” brand name, the Company designs and manufactures a wide range of automated, rear, front, side and top loading refuse and recycling collection vehicles. Under the “IMT” brand name, the Company is a leading domestic designer and manufacturer of field service vehicles and truck-mounted cranes.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThis debt is classified as a current liability, resulting in limited exposure to adverse movements in interest rates given the short term expected maturity. Commodity Price Risk. The Company is a purchaser of certain commodities, including steel, aluminum and composites.
Biggest changeThere were no borrowings outstanding under the Revolving Credit Facility as of December 31, 2025. As a result, the Company's exposure to interest rate risk was limited given the magnitude of the Term Loan. Commodity Price Risk. The Company is a purchaser of certain commodities, including steel, aluminum and composites.
All hedging transactions are authorized and executed pursuant to clearly defined policies and procedures, which strictly prohibit the use of financial instruments for speculative purposes. Interest Rate Risk. The Company’s earnings exposure related to adverse movements in interest rates is primarily derived from outstanding floating rate debt instruments that are indexed to short-term market interest rates.
All hedging transactions are authorized and executed pursuant to clearly defined policies and procedures, which strictly prohibit the use of financial instruments for speculative purposes. 38 Interest Rate Risk. The Company’s earnings exposure related to adverse movements in interest rates is primarily derived from outstanding floating rate debt instruments that are indexed to short-term market interest rates.
In addition, the Company is a purchaser of components and parts containing various commodities, including steel, aluminum, rubber and others which are integrated into the Company’s end products. The Company generally buys these commodities and components based upon market prices that are established with the vendor as part of the purchasing process.
In addition, the Company is a purchaser of components and parts containing various commodities, including steel, aluminum, copper, rubber and others which are integrated into the Company’s end products. The Company generally buys these commodities and components based upon market prices that are established with the vendor as part of the purchasing process.
The majority of export sales in 2024 were denominated in U.S. dollars. As a result of the manufacture and sale of the Company’s products in foreign markets, the Company’s earnings are affected by fluctuations in the value of foreign currencies in which certain of the Company’s transactions are denominated as compared to the value of the U.S. dollar.
The majority of export sales in 2025 were denominated in U.S. dollars. As a result of the manufacture and sale of the Company’s products in foreign markets, the Company’s earnings are affected by fluctuations in the value of foreign currencies in which certain of the Company’s transactions are denominated as compared to the value of the U.S. dollar.
The Company’s operating results are principally exposed to changes in exchange rates between the U.S. dollar and Euro, British pound sterling, Australian dollar, Mexican peso, Chinese renminbi and Canadian dollar. 41
The Company’s operating results are principally exposed to changes in exchange rates between the U.S. dollar and Euro, British pound sterling, Australian dollar, Mexican peso, Chinese renminbi and Canadian dollar. 39
The Company’s operations consist of manufacturing in the U.S., Mexico, Canada, France, Australia, the United Kingdom, Italy, Spain and China and sales and limited vehicle body mounting activities on five continents. International sales comprised approximately 14% of overall net sales in 2024, of which approximately 40% involved exports from the U.S.
Foreign Currency Risk. The Company’s operations consist of manufacturing in the U.S., Mexico, Canada, France, Australia, the United Kingdom, Italy, Spain and China and sales and limited vehicle body mounting activities on five continents. International sales comprised approximately 18% of overall net sales in 2025, of which approximately 47% involved exports from the U.S.
In this regard, changes in U.S. and offshore interest rates affect interest payable on the Company’s borrowings under the Credit Agreement. The Company had variable rate-based debt of $360.0 million outstanding on its Revolving Credit Facility at December 31, 2024 with an interest rate of 5.6%.
In this regard, changes in U.S. and offshore interest rates affect interest payable on the Company’s borrowings under the Credit Agreement and Term Loan. At December 31, 2025, the Company had variable rate-based debt of $500 million outstanding under its Term Loan, which bore an interest rate of 4.6%.
To the extent that commodity prices increase and the Company does not have firm pricing from its suppliers, or its suppliers are not able to honor such prices, then the Company may experience margin declines to the extent it is not able to increase selling prices of its products. Foreign Currency Risk.
To the extent that commodity prices increase, including from tariff-related impacts, and the Company does not have firm pricing from its suppliers, or its suppliers are not able to honor such prices, the Company may experience margin declines to the extent it is not able to increase selling prices of its products or otherwise mitigate these cost increases.
The Company does not use commodity financial instruments to hedge commodity prices. The Company generally obtains firm quotations from its significant components’ suppliers for its orders under firm, fixed-price contracts in its Defense segment when possible.
The Company does not use commodity financial instruments to hedge commodity prices. Commodity costs may also be affected by changes in trade policies, including the imposition of tariffs, duties or other import-related charges. The Company generally obtains firm quotations from its significant components’ suppliers for its orders under firm, fixed-price contracts in its Transport segment when possible.

Other OSK 10-K year-over-year comparisons