0000928475-11-000146.txt : 20110630 0000928475-11-000146.hdr.sgml : 20110630 20110630171603 ACCESSION NUMBER: 0000928475-11-000146 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110630 DATE AS OF CHANGE: 20110630 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSHKOSH CORP CENTRAL INDEX KEY: 0000775158 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 390520270 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36854 FILM NUMBER: 11942924 BUSINESS ADDRESS: STREET 1: 2307 OREGON ST STREET 2: P O BOX 2566 CITY: OSHKOSH STATE: WI ZIP: 54903 BUSINESS PHONE: 920 235 9151 MAIL ADDRESS: STREET 1: 2307 OREGON ST P O BOX 2566 STREET 2: 2307 OREGON ST P O BOX 2566 CITY: OSHKOSH STATE: WI ZIP: 54903 FORMER COMPANY: FORMER CONFORMED NAME: OSHKOSH TRUCK CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D 1 osksch13d063011.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.__)* Oshkosh Corporation (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 688239201 (CUSIP Number) Marc Weitzen, Esq. Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 20, 2011 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 688239201 1 NAME OF REPORTING PERSON High River Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 1,733,054 (includes Shares underlying call options. See Item 5) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,733,054 (includes Shares underlying call options. See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,733,054 (includes Shares underlying call options. See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.90% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 688239201 1 NAME OF REPORTING PERSON Hopper Investments LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 1,733,054 (includes Shares underlying call options. See Item 5) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 1,733,054 (includes Shares underlying call options. See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,733,054 (includes Shares underlying call options. See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.90% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 688239201 1 NAME OF REPORTING PERSON Barberry Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 1,733,054 (includes Shares underlying call options. See Item 5) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 1,733,054 (includes Shares underlying call options. See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,733,054 (includes Shares underlying call options. See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.90% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 688239201 1 NAME OF REPORTING PERSON Icahn Partners Master Fund LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 2,867,004 (includes Shares underlying call options. See Item 5) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 2,867,004 (includes Shares underlying call options. See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,867,004 (includes Shares underlying call options. See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.15% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 688239201 1 NAME OF REPORTING PERSON Icahn Partners Master Fund II LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 982,896 (includes Shares underlying call options. See Item 5) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 982,896 (includes Shares underlying call options. See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 982,896 (includes Shares underlying call options. See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.08% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 688239201 1 NAME OF REPORTING PERSON Icahn Partners Master Fund III LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 427,662 (includes Shares underlying call options. See Item 5) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 427,662 (includes Shares underlying call options. See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 427,662 (includes Shares underlying call options. See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.47% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 688239201 1 NAME OF REPORTING PERSON Icahn Offshore LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 4,277,562 (includes Shares underlying call options. See Item 5) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 4,277,562 (includes Shares underlying call options. See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,277,562 (includes Shares underlying call options. See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.70% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 688239201 1 NAME OF REPORTING PERSON Icahn Partners LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 2,654,644 (includes Shares underlying call options. See Item 5) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 2,654,644 (includes Shares underlying call options. See Item 5) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,654,644 (includes Shares underlying call options. See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.91% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 688239201 1 NAME OF REPORTING PERSON Icahn Onshore LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 2,654,644 (includes Shares underlying call options. See Item 5) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 2,654,644 (includes Shares underlying call options. See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,654,644 (includes Shares underlying call options. See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.91% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 688239201 1 NAME OF REPORTING PERSON Icahn Capital LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 6,932,206 (includes Shares underlying call options. See Item 5) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 6,932,206 (includes Shares underlying call options. See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,932,206 (includes Shares underlying call options. See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.61% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 688239201 1 NAME OF REPORTING PERSON IPH GP LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 6,932,206 (includes Shares underlying call options. See Item 5) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 6,932,206 (includes Shares underlying call options. See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,932,206 (includes Shares underlying call options. See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.61% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 688239201 1 NAME OF REPORTING PERSON Icahn Enterprises Holdings L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 6,932,206 (includes Shares underlying call options. See Item 5) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 6,932,206 (includes Shares underlying call options. See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,932,206 (includes Shares underlying call options. See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.61% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 688239201 1 NAME OF REPORTING PERSON Icahn Enterprises G.P. Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 6,932,206 (includes Shares underlying call options. See Item 5) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 6,932,206 (includes Shares underlying call options. See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,932,206 (includes Shares underlying call options. See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.61% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 688239201 1 NAME OF REPORTING PERSON Beckton Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 6,932,206 (includes Shares underlying call options. See Item 5) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 6,932,206 (includes Shares underlying call options. See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,932,206 (includes Shares underlying call options. See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.61% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 688239201 1 NAME OF REPORTING PERSON Carl C. Icahn 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 8,665,260 (includes Shares underlying call options. See Item 5) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 8,665,260 (includes Shares underlying call options. See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,665,260 (includes Shares underlying call options. See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.51% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D Item 1. Security and Issuer This statement relates to the Common Stock, par value $0.01 (the "Shares"), issued by Oshkosh Corporation (the "Issuer"). The address of the principal executive offices of the Issuer is P.O. Box 2566, Oshkosh, Wisconsin 54903. Item 2. Identity and Background The persons filing this statement are High River Limited Partnership ("High River"), Hopper Investments LLC ("Hopper"), Barberry Corp. ("Barberry"), Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II"), Icahn Partners Master Fund III LP ("Icahn Master III"), Icahn Offshore LP ("Icahn Offshore"), Icahn Partners LP ("Icahn Partners"), Icahn Onshore LP ("Icahn Onshore"), Icahn Capital LP ("Icahn Capital"), IPH GP LLC ("IPH"), Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"), Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), Beckton Corp. ("Beckton"), and Carl C. Icahn, a citizen of the United States of America (collectively, the "Reporting Persons"). The principal business address of each of (i) High River, Hopper, Barberry, Icahn Offshore, Icahn Partners, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, (ii) Icahn Master, Icahn Master II and Icahn Master III is c/o Walkers SPV Limited, P.O. Box 908GT, 87 Mary Street, George Town, Grand Cayman, Cayman Islands, and (iii) Mr. Icahn is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, NY 10153. Barberry is the sole member of Hopper, which is the general partner of High River. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Icahn Onshore is the general partner of Icahn Partners. Icahn Capital is the general partner of each of Icahn Offshore and Icahn Onshore. Icahn Enterprises Holdings is the sole member of IPH, which is the general partner of Icahn Capital. Beckton is the sole stockholder of Icahn Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the Reporting Persons. In addition, Mr. Icahn is the indirect holder of approximately 92.3% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings. Each of High River and Barberry is primarily engaged in the business of investing in securities. Hopper is primarily engaged in the business of serving as the general partner of High River. Each of Icahn Master, Icahn Master II, Icahn Master III and Icahn Partners is primarily engaged in the business of investing in securities. Icahn Offshore is primarily engaged in the business of serving as the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Icahn Onshore is primarily engaged in the business of serving as the general partner of Icahn Partners. Icahn Capital is primarily engaged in the business of serving as the general partner of each of Icahn Offshore and Icahn Onshore. IPH is primarily engaged in the business of serving as the general partner of Icahn Capital. Icahn Enterprises Holdings is primarily engaged in the business of holding direct or indirect interests in various operating businesses. Icahn Enterprises GP is primarily engaged in the business of serving as the general partner of each of Icahn Enterprises and Icahn Enterprises Holdings. Beckton is primarily engaged in the business of holding the capital stock of Icahn Enterprises GP. Carl C. Icahn's present principal occupation or employment is serving as (i) Chief Executive Officer of Icahn Capital LP, a wholly owned subsidiary of Icahn Enterprises, through which Mr. Icahn manages various private investment funds, including Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III, (ii) Chairman of the Board of Icahn Enterprises GP, the general partner of Icahn Enterprises, a New York Stock Exchange listed diversified holding company engaged in a variety of businesses, including investment management, metals, automotive, real estate, railcar, food packaging, casino gaming and home fashion, and (iii) Chairman of the Board and a director of Starfire Holding Corporation ("Starfire"), a holding company engaged in the business of investing in and/or holding securities of various entities, and as Chairman of the Board and a director of various of Starfire's subsidiaries. The name, citizenship, present principal occupation or employment and business address of each director and executive officer of the Reporting Persons are set forth in Schedule A attached hereto. None of the Reporting Persons nor any manager or executive officer of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The Reporting Persons hold, in the aggregate, 8,665,260 Shares (including Shares underlying call options. See Item 5). The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was approximately $129.5 million (including commissions and premiums for the options to purchase Shares). The source of funding for the purchase of these Shares was the general working capital of the respective purchasers. The Shares are held by the Reporting Persons in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of the Shares purchased by the Reporting Persons was obtained through margin borrowing. As of the close of business on June 29, 2011, the indebtedness of (i) High River's margin account was approximately $384.2 million, (ii) Icahn Partners' margin account was approximately $97.2 million, (iii) Icahn Master's margin account was approximately $145.7 million, (iv) Icahn Master II's margin account was approximately $37.7 million, and (v) Icahn Master III's margin account was approximately $21.6 million. Item 4. Purpose of Transaction The Reporting Persons acquired the Shares in the belief that the Shares were undervalued. The Reporting Persons intend to seek to have conversations with management of the Issuer to discuss enhancing shareholder value. The Reporting Persons may, from time to time and at any time, acquire additional Shares and/or other equity, debt, notes, instruments or other securities and/or derivative securities relating thereto (collectively, "Securities") of the Issuer in the open market or otherwise. They reserve the right to dispose of any or all of their Securities in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the Securities. Item 5. Interest in Securities of the Issuer (a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 8,665,260 Shares (including Shares underlying call options), representing approximately 9.51% of the Issuer's outstanding Shares (based upon the 91,091,605 Shares stated to be outstanding as of April 25, 2011 by the Issuer in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on April 28, 2011). (b) High River has sole voting power and sole dispositive power with regard to 1,733,054 Shares (including Shares underlying call options). Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 2,867,004 Shares (including Shares underlying call options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to 982,896 Shares (including Shares underlying call options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to 427,662 Shares (including Shares underlying call options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 2,654,644 Shares (including Shares underlying call options). Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each of Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. (c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on June 30, 2011. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices. Name of Date of Amount of Price Per Reporting Transaction Securities Share Person ---------------- ----------- ---------- ---------- High River 04/29/2011 20,640 30.82 High River 04/29/2011 114,440 30.96 High River 05/02/2011 108,012 31.00 High River 05/02/2011 6,520 30.95 High River 05/03/2011 120,001 30.81 High River 05/03/2011 980 30.95 High River 05/04/2011 55,000 30.86 High River 05/05/2011 100,000(1) 10.68(2) High River 05/06/2011 140,000(1) 10.70(2) High River 05/09/2011 77,160(1) 10.66(2) High River 05/10/2011 55,000(1) 10.73(2) High River 05/11/2011 112,164(1) 10.38(2) High River 06/20/2011 145,000(1) 6.18(2) High River 06/21/2011 170,338(1) 7.13(2) High River 06/22/2011 146,643(1) 7.68(2) High River 06/23/2011 75,870(1) 7.19(2) High River 06/24/2011 106,002(1) 7.93(2) High River 06/27/2011 100,000(1) 8.01(2) High River 06/28/2011 12,824 28.01 High River 06/29/2011 1,460 28.01 High River 06/30/2011 60,000 28.97 High River 06/30/2011 5,000(1) 9.13(2) Icahn Partners 04/29/2011 31,710 30.82 Icahn Partners 04/29/2011 175,821 30.96 Icahn Partners 05/02/2011 164,869 31.00 Icahn Partners 05/02/2011 9,989 30.95 Icahn Partners 05/03/2011 183,831 30.81 Icahn Partners 05/03/2011 1,503 30.95 Icahn Partners 05/04/2011 84,255 30.86 Icahn Partners 05/05/2011 153,195(1) 10.68(2) Icahn Partners 05/06/2011 214,470(1) 10.70(2) Icahn Partners 05/09/2011 118,204(1) 10.66(2) Icahn Partners 05/10/2011 84,256(1) 10.73(2) Icahn Partners 05/11/2011 171,827(1) 10.38(2) Icahn Partners 06/20/2011 221,962(1) 6.18(2) Icahn Partners 06/21/2011 260,919(1) 7.13(2) Icahn Partners 06/22/2011 224,623(1) 7.68(2) Icahn Partners 06/23/2011 116,217(1) 7.19(2) Icahn Partners 06/24/2011 162,371(1) 7.93(2) Icahn Partners 06/27/2011 153,177(1) 8.01(2) Icahn Partners 06/28/2011 19,643 28.01 Icahn Partners 06/29/2011 2,236 28.01 Icahn Partners 06/30/2011 91,906 28.97 Icahn Partners 06/30/2011 7,660(1) 9.13(2) Icahn Master 04/29/2011 33,915 30.82 Icahn Master 04/29/2011 188,043 30.96 Icahn Master 05/02/2011 180,077 31.00 Icahn Master 05/02/2011 10,783 30.95 Icahn Master 05/03/2011 198,462 30.81 Icahn Master 05/03/2011 1,621 30.95 Icahn Master 05/04/2011 90,961 30.86 Icahn Master 05/05/2011 165,384(1) 10.68(2) Icahn Master 05/06/2011 231,538(1) 10.70(2) Icahn Master 05/09/2011 127,610(1) 10.66(2) Icahn Master 05/10/2011 90,962(1) 10.73(2) Icahn Master 05/11/2011 185,500(1) 10.38(2) Icahn Master 06/20/2011 240,302(1) 6.18(2) Icahn Master 06/21/2011 281,792(1) 7.13(2) Icahn Master 06/22/2011 242,592(1) 7.68(2) Icahn Master 06/23/2011 125,512(1) 7.19(2) Icahn Master 06/24/2011 175,359(1) 7.93(2) Icahn Master 06/27/2011 165,431(1) 8.01(2) Icahn Master 06/28/2011 21,215 28.01 Icahn Master 06/29/2011 2,415 28.01 Icahn Master 06/30/2011 99,258 28.97 Icahn Master 06/30/2011 8,272(1) 9.13(2) Icahn Master II 04/29/2011 11,810 30.82 Icahn Master II 04/29/2011 65,483 30.96 Icahn Master II 05/02/2011 60,685 31.00 Icahn Master II 05/02/2011 3,701 30.95 Icahn Master II 05/03/2011 68,112 30.81 Icahn Master II 05/03/2011 556 30.95 Icahn Master II 05/04/2011 31,218 30.86 Icahn Master II 05/05/2011 56,760(1) 10.68(2) Icahn Master II 05/06/2011 79,462(1) 10.70(2) Icahn Master II 05/09/2011 43,797(1) 10.66(2) Icahn Master II 05/10/2011 31,216(1) 10.73(2) Icahn Master II 05/11/2011 63,666(1) 10.38(2) Icahn Master II 06/20/2011 81,827(1) 6.18(2) Icahn Master II 06/21/2011 96,607(1) 7.13(2) Icahn Master II 06/22/2011 83,168(1) 7.68(2) Icahn Master II 06/23/2011 43,029(1) 7.19(2) Icahn Master II 06/24/2011 60,119(1) 7.93(2) Icahn Master II 06/27/2011 56,715(1) 8.01(2) Icahn Master II 06/28/2011 7,273 28.01 Icahn Master II 06/29/2011 828 28.01 Icahn Master II 06/30/2011 34,029 28.97 Icahn Master II 06/30/2011 2,835(1) 9.13(2) Icahn Master III 04/29/2011 5,125 30.82 Icahn Master III 04/29/2011 28,413 30.96 Icahn Master III 05/02/2011 26,416 31.00 Icahn Master III 05/02/2011 1,607 30.95 Icahn Master III 05/03/2011 29,597 30.81 Icahn Master III 05/03/2011 240 30.95 Icahn Master III 05/04/2011 13,566 30.86 Icahn Master III 05/05/2011 24,661(1) 10.68(2) Icahn Master III 05/06/2011 34,530(1) 10.70(2) Icahn Master III 05/09/2011 19,029(1) 10.66(2) Icahn Master III 05/10/2011 13,566(1) 10.73(2) Icahn Master III 05/11/2011 27,661(1) 10.38(2) Icahn Master III 06/20/2011 35,909(1) 6.18(2) Icahn Master III 06/21/2011 42,033(1) 7.13(2) Icahn Master III 06/22/2011 36,187(1) 7.68(2) Icahn Master III 06/23/2011 18,722(1) 7.19(2) Icahn Master III 06/24/2011 26,158(1) 7.93(2) Icahn Master III 06/27/2011 24,677(1) 8.01(2) Icahn Master III 06/28/2011 3,164 28.01 Icahn Master III 06/29/2011 361 28.01 Icahn Master III 06/30/2011 14,807 28.97 Icahn Master III 06/30/2011 1,233(1) 9.13(2) _________________________ (1) Represents shares underlying American-style call options purchased by the applicable Reporting Person in the over the counter market. These call options expire on May 3, 2013. (2) This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of these call options is $19.84. This exercise price will be adjusted to account for any dividends or other distributions declared by the Issuer prior to exercise of the options. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer Call Options ------------ The Reporting Persons purchased, in the over the counter market, American-style call options referencing an aggregate of 6,165,879 Shares, which expire on May 3, 2013. The agreements provide for physical settlement (unless the Reporting Person opts for a cash settlement). These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which these agreements relate. These agreements are further described in Item 5(c). Put Options ----------- The Reporting Persons have sold, in the over the counter market, European-style put options referencing an aggregate of 6,165,879 Shares, which expire on the earlier of May 3, 2013 or the date on which the corresponding American-style call option described above in this Item 6 is exercised, for an aggregate consideration of $61,658.79, in cash. The agreements provide that they settle in cash. These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which these agreements relate. Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits 1 Joint Filing Agreement of the Reporting Persons. SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 30, 2011 ICAHN PARTNERS MASTER FUND LP ICAHN PARTNERS MASTER FUND II LP ICAHN PARTNERS MASTER FUND III LP ICAHN OFFSHORE LP ICAHN PARTNERS LP ICAHN ONSHORE LP BECKTON CORP. HOPPER INVESTMENTS LLC BARBERRY CORP. HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC, general partner By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN CAPITAL LP By: IPH GP LLC, its general partner By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner IPH GP LLC By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner ICAHN ENTERPRISES G.P. INC. By: /s/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer /s/ Carl C. Icahn -------------------- CARL C. ICAHN EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Oshkosh Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 30th day of June, 2011. ICAHN PARTNERS MASTER FUND LP ICAHN PARTNERS MASTER FUND II LP ICAHN PARTNERS MASTER FUND III LP ICAHN OFFSHORE LP ICAHN PARTNERS LP ICAHN ONSHORE LP BECKTON CORP. HOPPER INVESTMENTS LLC BARBERRY CORP. HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC, general partner By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN CAPITAL LP By: IPH GP LLC, its general partner By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner IPH GP LLC By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner ICAHN ENTERPRISES G.P. INC. By: /s/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer /s/ Carl C. Icahn -------------------- CARL C. ICAHN SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS The following sets forth the name, position, and principal occupation of each director and executive officer of each of the Reporting Persons. Each such person is a citizen of the United States of America. Except as otherwise indicated, the business address of each director and officer is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of the directors or executive officers of the Reporting Persons own any Shares. ICAHN PARTNERS MASTER FUND LP ICAHN PARTNERS MASTER FUND II LP ICAHN PARTNERS MASTER FUND III LP Name Position ---- -------- Icahn Offshore LP General Partner Carl C. Icahn Chief Executive Officer Vincent J. Intrieri Senior Managing Director Irene March Chief Financial Officer Edward E. Mattner Authorized Signatory Gail Golden Authorized Signatory Keith Cozza Chief Compliance Officer ICAHN PARTNERS LP Name Position ---- -------- Icahn Onshore LP General Partner Carl C. Icahn Chief Executive Officer Vincent J. Intrieri Senior Managing Director Irene March Chief Financial Officer Edward E. Mattner Authorized Signatory Gail Golden Authorized Signatory Keith Cozza Chief Compliance Officer ICAHN ONSHORE LP ICAHN OFFSHORE LP Name Position ---- -------- Icahn Capital LP General Partner Carl C. Icahn Chief Executive Officer Vincent J. Intrieri Senior Managing Director Irene March Chief Financial Officer Edward E. Mattner Authorized Signatory Gail Golden Authorized Signatory Keith Cozza Chief Compliance Officer ICAHN CAPITAL LP Name Position ---- -------- IPH GP LLC General Partner Carl C. Icahn Chief Executive Officer Vincent J. Intrieri Senior Managing Director Irene March Chief Financial Officer Edward E. Mattner Authorized Signatory Gail Golden Authorized Signatory Keith Cozza Chief Compliance Officer IPH GP LLC Name Position ---- -------- Icahn Enterprises Holdings L.P. Sole Member Carl C. Icahn Chief Executive Officer Vincent J. Intrieri Senior Managing Director Dominick Ragone Chief Financial Officer Edward E. Mattner Authorized Signatory Gail Golden Authorized Signatory Keith Cozza Chief Compliance Officer ICAHN ENTERPRISES HOLDINGS L.P. Name Position ---- -------- Icahn Enterprises G.P. Inc. General Partner ICAHN ENTERPRISES G.P. INC. Name Position ---- -------- Carl C. Icahn Chairman Daniel A. Ninivaggi President William A. Leidesdorf Director Jack G. Wasserman Director James L. Nelson Director Vincent J. Intrieri Director Dominick Ragone Chief Financial Officer Felicia P. Buebel Assistant Secretary Craig Pettit Vice President/Taxes BECKTON CORP. Name Position ---- -------- Carl C. Icahn Chairman of the Board; President Jordan Bleznick Vice President/Taxes Edward E. Mattner Authorized Signatory Keith Cozza Secretary; Treasurer HIGH RIVER LIMITED PARTNERSHIP Name Position ---- -------- Hopper Investments LLC General Partner HOPPER INVESTMENTS LLC Name Position ---- -------- Barberry Corp General Partner Edward E. Mattner Authorized Signatory BARBERRY CORP. Name Position ---- -------- Carl C. Icahn Chairman of the Board; President Gail Golden Vice President; Authorized Signatory Jordan Bleznick Vice President/Taxes Vincent J. Intrieri Vice President; Authorized Signatory Irene March Authorized Signatory Edward E. Mattner Authorized Signatory Keith Cozza Secretary; Treasurer