8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report
(Date of earliest
event reported):	November 3, 2008

Oshkosh Corporation

(Exact name of registrant as specified in its charter)

Wisconsin	1-31371	39-0520270
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

P.O. Box 2566, Oshkosh, Wisconsin 54903

(Address of principal executive offices, including zip code)

(920) 235-9151

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

        On November 3, 2008, Oshkosh Corporation (the “Company”) issued a press release (the “Press Release”) announcing its earnings for the fourth quarter and fiscal year ended September 30, 2008 and its outlook for fiscal 2009. A copy of such press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

        On November 3, 2008, the Company held a conference call in connection with the Company’s announcement of its earnings for the fourth quarter and fiscal year ended September 30, 2008 and its outlook for fiscal 2009. A copy of the script (the “Script”) for such conference call is furnished as Exhibit 99.2 and is incorporated by reference herein. An audio replay of such conference call and the related question and answer session will be available for at least twelve months on the Company’s website at www.oshkoshcorporation.com.

        The information, including, without limitation, all forward-looking statements, contained in the Press Release, the Script and related slide presentation on the Company’s website (the “Slide Presentation”) or provided in the conference call and related question and answer session speaks only as of November 3, 2008. The Company assumes no obligation, and disclaims any obligation, to update information contained in the Press Release, the Script and the Slide Presentation or provided in the conference call and related question and answer session. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all. Without limitation, it is no longer the policy of the Company to make any public dissemination of any determination that it expects the Company’s earnings per share for future periods for which projections are contained in the Press Release, the Script and the Slide Presentation or provided in the conference call and related question and answer session to be lower than those projections other than in its next regularly scheduled earnings press release and conference call.

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

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

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ACCURACY OF ASSUMPTIONS

        The expectations reflected in the forward-looking statements, in particular those with respect to projected sales, costs, earnings, capital expenditures, debt levels and cash flows, are based in part on certain assumptions we make, some of which are referred to in, or as part of, the forward-looking statements. These assumptions include, without limitation, those relating to our estimates for the level of concrete placement activity, housing starts, non-residential construction spending and mortgage rates globally; the performance of the U.S. and European economies; the level of our borrowing costs and that we will not need to amend our credit agreement to maintain compliance with financial covenants; our spending on product development and bid and proposal activities with respect to defense truck procurement competitions and the outcome of such competitions; our ability to offset higher steel and raw material costs through decreases in other costs or product selling price increases; our expectations as to timing of receipt of sales orders and payments and execution and funding of defense contracts; our ability to achieve cost reductions and operating efficiencies across the Company; our ability to turn around the Geesink Norba Group, our European refuse collection vehicle business; our ability to turn around our Oshkosh Specialty Vehicles (“OSV”) business sufficiently to support our current valuation resulting in no impairment charges; that there will be no further impairments of our other long-lived assets; our estimates of the impact of changing fuel prices and credit availability on capital spending of towing operators; our estimates of the impact of changing Medicare reimbursement rates on capital spending of mobile medical providers; the anticipated level of production and margins associated with the Family of Heavy Tactical Vehicles (“FHTV”) contract, the Indefinite Demand/Indefinite Quantity truck remanufacturing contract, the Logistic Vehicle System Replacement (“LVSR”) contract and international defense truck contracts; the impact of rising costs under firm, fixed-priced contracts, including the FHTV and LVSR contracts; our estimates for capital expenditures of rental and construction companies for JLG’s products, of municipalities for fire & emergency and refuse collection vehicles, of airports for aircraft rescue and snow removal products and of large commercial waste haulers generally and with us; federal funding levels for U.S. Department of Homeland Security and spending by governmental entities on homeland security apparatus; the expected level of commercial “package” body and purchased chassis sales compared to “body only” sales; anticipated levels of capital expenditures by us; our estimates for costs relating to litigation, product warranty, product liability, insurance, stock options, performance share awards, bad debts and personnel; and our estimates for foreign currency exchange rates, working capital needs and effective income tax rates. We cannot provide any assurance that the assumptions referred to in the forward-looking statements or otherwise are accurate or will prove to have been correct. Any assumptions that are inaccurate or do not prove to be correct could have a material adverse effect on our ability to achieve the results that the forward-looking statements contemplate.

RISK FACTORS

We have a substantial amount of debt. Cyclical downturns in the markets in which we participate could negatively impact our cost of funding. Our current debt levels, including the associated financing costs and restrictive covenants, could limit our flexibility in managing our business. In particular, if we conclude that we are likely to fail to comply with the financial covenants contained in our credit facilities, we would incur higher costs if we obtain an amendment or waiver of such covenants. Our failure to comply with these covenants could result in an event of default that, if not cured or waived, could adversely affect our results of operations.

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        As a result of financing the JLG acquisition, we are highly leveraged. We had approximately $2.8 billion of debt outstanding as of September 30, 2008. Our ability to make required payments of principal and interest on our debt will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. We cannot provide any assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available under our credit facilities in an amount sufficient to enable us to service our indebtedness or to fund our other liquidity needs should the U.S. or global economies enter a steep or prolonged recession.

        In addition, our credit facilities contain financial and restrictive covenants. Our failure to comply with such covenants could result in an event of default that, if not cured or waived, could have a material adverse effect on our financial condition, results of operations and debt service capability. These covenants may limit our ability to, among other things, borrow under our existing credit facilities to fund operations or take advantage of business opportunities. Over the last 18 months, we have experienced declines in several of our markets. Based on our current outlook, there are scenarios under which we could fall out of compliance with the financial covenants contained in our credit facilities. Our failure to comply with such financial covenants, or our concluding that we are likely to fail to comply with such covenants, could also lead us to seek an amendment to or waiver of the financial covenants contained in our current credit facilities. Despite our belief that we could obtain an amendment if necessary, under current credit market conditions, we cannot provide assurance that we would be able to obtain any amendments to or waivers of the covenants contained in our credit facilities that we may request, and any amendments to or waivers of the covenants would likely involve substantial upfront fees, significantly higher annual interest costs and other terms significantly less favorable to us than those currently in our credit facilities.

        We also previously entered into an interest rate swap agreement to hedge a portion of the variable rate interest payments under our current credit facilities. As of September 30, 2008, the fair value of the interest rate swap agreement was recorded as a liability with the offsetting charge recorded in other comprehensive income within shareholders’ equity. In the event that an amendment to our current credit facilities would be required, certain key terms of the credit facilities could change. Such a change could impair the effectiveness of the interest rate swap and cause any loss recorded in other comprehensive income to be reclassified, net of tax, to current earnings. At September 30, 2008, the value of the interest rate swap recorded in other comprehensive earnings was $27.3 million, net of tax.

        Our high level of debt, current conditions in the credit markets and the covenants contained in our credit facilities could have important consequences for our operations, including:

• Increase our vulnerability to general adverse economic and industry conditions and detract from our ability to withstand successfully a downturn in our highly cyclical markets or economies generally;

• Require us to dedicate a substantial portion of our cash flow from operations to higher interest costs or higher required payments on debt, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, research and development, dividends and other general corporate activities;

• Limit our ability to obtain additional financing in the future to fund working capital, capital expenditures and other general corporate requirements;

• Limit our ability to pursue strategic acquisitions that may become available in our markets or otherwise capitalize on business opportunities if we had additional borrowing capacity;

• Limit our flexibility in planning for, or reacting to, changes in our business and the markets we serve;

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• Place us at a competitive disadvantage compared to less leveraged competitors; and

• Make us vulnerable to increases in interest rates because a portion of our debt under our credit facilities is at variable rates.

We may be adversely affected by the current economic environment.

        As a result of the credit market crisis (including uncertainties with respect to financial institutions and the global capital markets), depressed equity markets across the globe and other macro-economic challenges currently affecting the economy of the U.S. and other parts of the world, customers or vendors may experience serious cash flow problems, and as a result, customers may seek to modify, delay or cancel plans to purchase our products and vendors may seek to significantly and quickly increase their prices or reduce their output. If customers are not successful in generating sufficient revenue or are precluded from securing financing, they may not be able to pay, or may delay payment of, accounts receivable that are owed to us. Any inability of current and/or potential customers to pay us for our products may adversely affect our earnings and cash flow. If economic conditions in the U.S. and other key markets deteriorate further or do not show improvement, we may experience material adverse impacts to our financial condition, profitability and/or cash flows. Additionally, if these economic conditions persist, our intangible assets at various businesses may become impaired.

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

        A decline in overall customer demand in our cyclical access equipment, commercial and fire & emergency markets could have a material adverse effect on our operating performance. The access equipment market that JLG operates in is highly cyclical and impacted by the strength of economies in general, by prevailing mortgage and other interest rates, by residential and non-residential construction spending and by other factors. The ready-mix concrete market that we serve is highly cyclical and impacted by the strength of the economy generally, by prevailing mortgage and other interest rates, by the number of housing starts and by other factors that may have an effect on the level of concrete placement activity, either regionally or nationally. Domestic and European refuse collection vehicle markets are also cyclical and impacted by the strength of economies in general and municipal tax receipts. Fire & emergency markets are modestly cyclical and are impacted by the economy generally and municipal tax receipts. Concrete mixer and access equipment sales also are seasonal with the majority of such sales occurring in the spring and summer months, which constitute the traditional construction season.

        The global economy is currently experiencing a downturn. Many believe the U.S. and European economies have entered a recession, which has negatively impacted our sales volumes in these regions for our access equipment, commercial and, to a lesser extent, our fire & emergency products. U.S. housing starts were again weak in fiscal 2008 and U.S. and European non-residential construction spending has also weakened in certain geographical areas, each further contributing to the lower sales volumes. A further reduction in non-residential construction spending may cause future weakness in demand for our products. In addition, customers of ours, such as municipalities, have been reducing their expenditures for fire & emergency equipment in anticipation of lower tax revenues. The towing and recovery equipment market is also being negatively impacted by higher fuel costs, the U.S. economy and the tightening credit markets. We cannot provide any assurance that the global economic downturn will not continue or become more severe. If the global economic downturn continues or becomes more severe, then there could be a material adverse effect on our net sales, financial condition, profitability and/or cash flows.

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        Additionally, the high levels of sales in our defense business in recent years have been due in significant part to demand for defense trucks, replacement parts and services and truck remanufacturing arising from the conflict in Iraq. Events such as this are unplanned, and we cannot predict how long this conflict will last or the demand for our products that will arise out of such an event. Accordingly, we cannot provide any assurance that the increased defense business as a result of this conflict will continue. Furthermore, a new administration will be entering the White House in January 2009 and the recent bailout of U.S. financial institutions, insurance companies and others is expected to put significant pressure on the federal budget, including the defense budget. It is too early to tell what the impact of a change in administration and federal budget pressures will mean to funding for Oshkosh defense programs. As such, we cannot provide any assurance that funding for our defense programs will not be impacted by the change in administrations and federal budget pressures.

Raw material price fluctuations may adversely affect our results.

        We purchase, directly and indirectly through component purchases, significant amounts of steel, petroleum based products and other raw materials annually. During fiscal 2008, steel and fuel prices increased significantly resulting in us paying higher prices for these items. Although steel and fuel prices have recently begun to decline, steel prices in particular but also fuel prices are not back to levels experienced prior to the run-up in price and there are indications that the costs of these items may continue to fluctuate significantly in the future. Although we have firm, fixed-price contracts for some steel requirements and have some firm pricing contracts for components, we may not be able to hold all of our steel and component suppliers to pre-negotiated prices or negotiate timely component cost decreases commensurate with any steel and fuel cost decreases. The ultimate duration and severity of the pricing issues for these items is not presently estimable. Without limitation, these conditions could impact us in the following ways:

• In the access equipment, fire & emergency and commercial businesses, we have announced selling price increases to recover increased steel, component and fuel costs experienced in fiscal 2008. However, any such new product prices apply only to new orders, and we do not anticipate being able to recover all cost increases from customers due to the amount of orders in our backlog prior to the effective dates of new selling prices. In addition, some customers could react adversely to these price increases, and competitive conditions could limit price increases in some market sectors like access equipment. Alternatively, adherence to the price increases could affect sales volumes in some market sectors. Furthermore, steel, component and fuel costs may rise faster than expected, and our product selling price increases may not be sufficient to recover such increases.

• In the defense business, we are generally limited in our ability to raise prices in response to rising steel, component and fuel costs as we largely do business under annual firm, fixed-price contracts with the United States Department of Defense (the “DoD”). We attempt to limit this risk by obtaining firm pricing from suppliers at the time a contract is awarded. However, if these suppliers, including steel suppliers, do not honor their contracts, then we could face margin pressure in our defense business.

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If we are unable to successfully turn around the profitability of our Geesink Norba Group, then there could be material adverse effects on our financial condition, profitability and/or cash flows.

        The Geesink Norba Group, our European refuse collection vehicle business, operated at a loss in fiscal 2007 due to soft market demand for its products in the United Kingdom, the lack of available chassis for mounting refuse collection vehicles in France and some market share losses. We have taken steps over the last two years to turn around the Geesink Norba Group business, including selling an unprofitable facility in The Netherlands during the first quarter of fiscal 2008, rationalizing a facility in Blomstermala, Sweden in order to consolidate Norba-branded production in The Netherlands, reducing its work force, installing new executive leadership, integrating operations with JLG, implementing lean manufacturing practices, introducing new products and outsourcing components to lower cost manufacturing sites. The turnaround of the Geesink Norba Group has taken longer than we anticipated. We incurred an operating loss at this business again in fiscal 2008 as we executed on a number of the turnaround initiatives described above and recorded pre-tax charges of $175.2 million related to the non-cash impairment of intangible assets of the Geesink Norba Group in the third quarter of fiscal 2008. While we expect improved results at the Geesink Norba Group in fiscal 2009, we expect to incur additional operating losses in fiscal 2009 as we continue to implement these turnaround activities. We may incur costs to continue to implement the turnaround beyond our current expectations for such costs. In addition, we cannot provide any assurance that the Geesink Norba Group will be able to operate profitably after such activities have been completed. If we are unable to continue to turn around the business of the Geesink Norba Group, then there could be material adverse effects on our financial condition, profitability and/or cash flows.

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

        We are dependent on U.S. and foreign government contracts for a substantial portion of our business. That business is subject to the following risks, among others, that could have a material adverse effect on our operating performance:

• Our business is susceptible to changes in the U.S. defense budget, which may reduce revenues that we expect from our defense business.

• The U.S. government may not appropriate funding that we expect for our U.S. government contracts, which may prevent us from realizing revenues under current contracts or receiving additional orders that we anticipate we will receive.

• Most of our government contracts are fixed-price contracts, and our actual costs may exceed our projected costs, which could result in lower profits or net losses under these contracts.

• We are required to 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.

• Competitions for the award of defense truck contracts are intense, and we cannot provide any assurance that we will be successful in the defense truck procurement competitions in which we participate.

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• Certain of our government contracts could be suspended or terminated and all such contracts expire in the future and may not be replaced, which could reduce expected revenues from these contracts.

• Our defense products undergo rigorous testing by the customer and are subject to highly technical requirements. Any failure to pass these tests or to comply with these requirements could result in unanticipated retrofit costs, delayed acceptance of trucks or late or no payments under such contracts.

• Our government contracts are subject to audit, which could result in adjustments of our costs and prices under these contracts.

• Our defense truck contracts are large in size and require significant personnel and production resources, and when such contracts end, we must make adjustments to personnel and production resources.

• We periodically experience difficulties with sourcing sufficient vehicle carcasses to maintain our defense truck remanufacturing schedule, which can create uncertainty for this area of our business.

We are expanding international operations, the conduct of which subjects us to risks that may have a material adverse effect on our business.

        Expanding international sales is a part of our growth strategy. International operations and sales are subject to various risks, including political, religious and economic instability, local labor market conditions, the imposition of foreign tariffs and other trade barriers, the impact of foreign government regulations and the effects of income and withholding taxes, governmental expropriation and differences in business practices. We may incur increased costs and experience delays or disruptions in product deliveries and payments in connection with international manufacturing and sales that could cause loss of revenues and earnings. In addition, we are increasingly subject to export control regulations, including, without limitation, the United States Export Administration Regulations and the International Traffic in Arms Regulations. Unfavorable changes in the political, regulatory and business climate could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows.

We are subject to fluctuations in exchange rates and other risks associated with our non-U.S. operations that could adversely affect our results of operations and may significantly affect the comparability of our results between financial periods.

        For the fiscal year ended Septemeber 30, 2008, approximately 30% of our net sales were attributable to products sold outside of the U.S., including approximately 17% that involved export sales from the U.S. The majority of export sales are denominated in U.S. dollars. Sales outside the United States are typically made in the local currencies of those countries. Fluctuations in foreign currency can have an adverse impact on our sales and profits as amounts that are measured in foreign currency are translated back to U.S. dollars. In addition, we have sales of inventory denominated in U.S. dollars to certain of our subsidiaries that have functional currencies other than the U.S. dollar. The exchange rates between many of these currencies and the U.S. dollar have fluctuated significantly in recent years and may fluctuate significantly in the future. Such fluctuations, in particular those with respect to the Euro, the U.K. pound sterling and the Australian dollar, 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. Any increase in the value of the U.S. dollar in relation to the value of the local currency will adversely affect our revenues from our foreign operations when translated into U.S. dollars. Similarly, any decrease in the value of the U.S. dollar in relation to the value of the local currency of those countries where our products are sold will increase our development costs in our foreign operations, to the extent such costs are payable in foreign currency, when translated into U.S. dollars.

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We may experience losses in our access equipment segment in excess of our recorded reserves for doubtful accounts, finance and pledged finance receivables, notes receivable and guarantees of indebtedness of others.

        We have a portfolio of finance receivables with customers in our access equipment segment and we are a party to agreements whereby we guarantee the indebtedness of customers in our access equipment segment. We evaluate the collectability of open accounts, finance and pledged finance receivables, notes receivable and our guarantees of indebtedness of others based on a combination of factors and establish reserves based on our estimates of potential losses. 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 take action against the equipment that supports the customer’s financial obligations to us. We also establish additional reserves based upon our perception of the quality of the current receivables, the current financial position of our customers and past collections experience. The historical loss experience of our finance receivables portfolio is limited, however, and therefore may not be indicative of future losses. During periods of an economic downturn, the collateral underlying our guarantees of indebtedness of customers can decline sharply, thereby increasing our exposure to losses. We also face a concentration of credit risk with JLG’s top ten customers representing approximately 31% of JLG’s sales. Furthermore, some of these customers are highly leveraged. We may incur losses in excess of our recorded reserves if the financial condition of our customers were to deteriorate or the full amount of any anticipated proceeds from the sale of the collateral supporting our customers’ financial obligations is not realized. In addition, our cash flows and overall liquidity may be materially adversely affected if any of the financial institutions that purchase our finance receivables become unable or unwilling, due to current economic conditions, a weakening of our or their financial position or otherwise, to continue purchasing such receivables.

A disruption or termination of the supply of parts, materials, components and final assemblies from third-party suppliers could delay sales of our vehicles and vehicle bodies.

        We have experienced, and may in the future experience, significant disruption or termination of the supply of some of our parts, materials, components and final assemblies that we obtain from sole source suppliers or subcontractors or incur a significant increase in the cost of these parts, materials, components or final assemblies. This risk is increased in the current difficult economic environment and tight credit conditions. Such disruptions, terminations or cost increases could delay sales of our vehicles and vehicle bodies and could result in a material adverse effect on our net sales, financial condition, profitability and/or cash flows.

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 purchased intangible assets on our balance sheet as a result of acquisitions we have completed. The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of indefinite-lived intangible assets represents the fair value of trademarks and trade names as of the acquisition date. Goodwill and indefinite-lived intangible assets expected to contribute indefinitely to our cash flows are not amortized, but must be evaluated for impairment at least annually. If carrying value exceeds current fair value as determined based on the discounted future cash flows of the related business, the goodwill or intangible asset is considered impaired and is reduced to fair value via a non-cash charge to earnings. Events and conditions that could result in impairment include changes in the industries in which we operate, particularly the impact of the current downturn in the global economy, as well as competition and advances in technology, adverse changes in the regulatory environment, or other factors leading to reduction in expected long-term sales or profitability. If the value of goodwill or indefinite-lived intangible assets is impaired, our earnings could be adversely affected.

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        Goodwill impairment analysis and measurement is a process that requires significant judgment. A decline in our stock price and resulting market capitalization, such as the decline which occurred during fiscal 2008, could result in impairment of a material amount of our $2.3 billion goodwill balance if we determine that the decline is prolonged and has reduced the fair value of any of our reporting units below its carrying value. We cannot be certain that a future downturn in our business, changes in market conditions or a longer-term decline in the quoted market price of our stock will not result in an impairment of goodwill and the recognition of resulting expenses in future periods, which could adversely affect our results of operations for those periods.

        In February 2006, the Deficit Reduction Act of 2005 (“DRA”) was signed into law. The DRA imposes caps on Medicare payment rates for certain imaging services, including MRI, PET and CT, furnished in physician’s offices and other non-hospital based settings. Under the caps, payments for specified imaging services cannot exceed the hospital outpatient payment rates for those services. The implementation of this law has had a significant effect on the financial condition and results of operations of OSV’s mobile medical customers in the U.S. During fiscal 2008, OSV incurred an operating loss as a result of the slowdown in mobile medical sales and a writers strike during the first half of the year, which affected broadcast vehicles sales. In light of the slowdown in business, we are expanding other markets in which OSV participates and are consolidating production in existing facilities. If we are unable to turn around the business, we may be required to record an impairment charge for OSV’s goodwill, and there could be other material adverse effects on our net sales, financial condition, profitability and/or cash flows.

Changes in regulations could adversely affect our business.

        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 and domestic and international trade regulations. A significant change to these regulatory requirements could substantially increase manufacturing costs or impact the size or timing of demand for our products, all of which could make our business results more variable.

We are the defendant in several class action lawsuits.

        On and after September 19, 2008, several shareholder class action lawsuits were filed against us and our Chairman and Chief Executive Officer and a Director, Robert G. Bohn. The complaints allege securities law violations and seek unspecified damages relating to the substantial reduction in our stock price on and after June 26, 2008. Each of the complaints alleges that we made material false statements and omissions relating to our operations and performance prior to our June 26, 2008 announcement that we were lowering our earnings expectations for the third quarter of fiscal 2008 from income of $1.40 to $1.50 per share to a loss of $1.22 to $1.32 per share. The uncertainty associated with substantial unresolved lawsuits could harm our business, financial condition and reputation. The defense of the lawsuits could result in the diversion of management’s time and attention away from business operations and negative developments with respect to the lawsuits could cause a decline in the price of our stock. In addition, although we believe the lawsuits are without merit and we intend to vigorously defend against them, the uncertainties of litigation may cause us to settle or otherwise make payments that could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows.

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Competition in our industries is intense and we may not be able to continue to compete successfully.

        We operate in highly competitive industries. Several of our competitors have greater financial, marketing, manufacturing and distribution resources than us and we are facing competitive pricing from new entrants in certain markets. Our products may not continue to compete successfully with the products of competitors, and we may not be able to retain or increase our customer base or to improve or maintain our profit margins on sales to our customers, all of which could adversely affect our net sales, financial condition, profitability and/or cash flows.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibits are being furnished herewith:

(99.1) Oshkosh Corporation Press Release dated November 3, 2008.

(99.2) Script for conference call held November 3, 2008.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OSHKOSH CORPORATION
Date:  November 3, 2008	By:  /s/ David M. Sagehorn
	David M. Sagehorn
	Executive Vice President and
	Chief Financial Officer

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OSHKOSH CORPORATION

Exhibit Index to Current Report on Form 8-K
Dated November 3, 2008

Exhibit
Number

(99.1) Oshkosh Corporation Press Release dated November 3, 2008.

(99.2) Script for conference call held November 3, 2008.

EX-99.1

O S H K O S H       C O R P O R A T I O N

For more information contact:	Financial:	Patrick Davidson
		Vice President, Investor Relations
		(920) 966-5939
	Media:	Ann Stawski
		Vice President, Marketing Communications
		(920) 966-5959

OSHKOSH CORPORATION REPORTS FISCAL 2008 FOURTH
QUARTER AND FULL YEAR RESULTS

Reports Fourth Quarter Debt Reduction of $202.5 Million

Announces Fiscal 2009 Sales and EPS Estimate Ranges

        OSHKOSH, WI. – November 3, 2008 – Oshkosh Corporation (NYSE: OSK), a leading manufacturer of specialty vehicles and vehicle bodies, today reported fiscal 2008 fourth quarter earnings per share (EPS) of $0.72 on sales of $1.90 billion and net income of $53.6 million. These results compare with EPS of $1.14 on sales of $1.79 billion and net income of $85.4 million in the prior year’s fourth quarter.

        For the fiscal year ended September 30, 2008, the Company reported, excluding impairment charges¹, EPS of $3.37 on sales of $7.14 billion and net income of $252.4 million. Including pre-tax impairment charges of $175.2 million ($2.31 per share, net of taxes) recorded in the third quarter of fiscal 2008, the Company reported EPS of $1.06 and net income of $79.3 million for its fiscal year ended September 30, 2008. These results compare with EPS of $3.58 on sales of $6.31 billion and net income of $268.1 million for the fiscal year ended September 30, 2007.

        “We finished the year with a solid fourth quarter performance, driving strong cash flow and more than $200 million of debt reduction,” said Robert G. Bohn, Oshkosh Corporation chairman and chief executive officer. “Our growing defense business led the way in the quarter, which helped propel our full year revenue to more than $7 billion for the first time in our history.

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1 Further information regarding operating results excluding impairment charges and related reconciliations of these non-GAAP financial measures to the most comparable GAAP measures can be found under the caption “Non-GAAP Financial Measures” in this press release, which should be thoroughly reviewed.

        “Looking ahead to fiscal 2009, debt reduction and cost management will remain priorities for us during this period of weaker global economies and uncertain credit markets. However, we intend to make limited strategic investments in global and new product development initiatives to continue moving our company forward,” said Bohn.

        Sales in the fourth quarter of fiscal 2008 increased 5.8 percent compared to last year’s fourth quarter. These results included strong demand for defense vehicles and armor kits as well as increased refuse collection vehicle and fire apparatus sales, offset in part by a decrease in sales for the Company’s access equipment segment products as a result of the slowdown in the U.S. and, to a lesser extent, European economies.

        Fourth quarter operating income decreased 31.9 percent to $122.1 million, or 6.4 percent of sales, compared to the prior year fourth quarter operating income of $179.2 million, or 10.0 percent of sales. The decrease in operating income was related primarily to lower operating income in the access equipment segment as a result of lower volume, higher raw material costs and adverse product mix.

        Factors affecting fourth quarter results for the Company’s business segments included:

        Access Equipment – Access equipment segment sales decreased 11.7 percent to $742.1 million for the fourth quarter of fiscal 2008 compared to the prior year quarter. Sales in North America declined more than 20 percent versus the comparable prior year quarter on significantly lower aerial work platform shipments as a result of weak U.S. construction markets. Sales in Europe declined nearly five percent. Sales continued to grow in emerging markets in the fourth fiscal quarter, and favorable foreign currency exchange rates also contributed to segment sales in the quarter.

        Operating income in the fourth quarter of fiscal 2008 decreased 56.2 percent to $50.2 million, or 6.8 percent of sales, compared to the prior year fourth quarter operating income of $114.5 million, or 13.6 percent of sales. The decrease in operating income was primarily the result of lower volume, higher raw material costs, in particular steel, and adverse product mix, offset in part by favorable foreign currency exchange rates.

        Defense – Defense segment sales increased 31.0 percent to $553.4 million for the fourth quarter of fiscal 2008, compared to the prior year fourth quarter due to the continuing requirements of the Company’s largest customer, the U.S. Department of Defense. During the fourth quarter of fiscal 2008, the Company experienced a substantial increase in sales of heavy-payload tactical vehicles for the U.S. Army and reducible-height armor kits for Medium Tactical Vehicle Replacement trucks for the U.S. Marine Corps.

        Operating income in the fourth quarter of fiscal 2008 increased 3.8 percent to $75.1 million, or 13.6 percent of sales, compared to the prior year fourth quarter operating income of $72.4 million, or 17.1 percent of sales. The decrease in operating income as a percent of sales compared to the prior year quarter reflected an increase in the production of vehicles under contracts renewed with lower negotiated margins, costs associated with a ramp-up to higher production levels, learning curve costs associated with the change to the new Heavy Expanded Mobility Tactical Truck A4 configuration and start-up losses under the Logistic Vehicle System Replacement (LVSR) vehicle contract. These items were offset in part by better absorption of fixed costs and improved performance on in-theater service work.

        Fire & Emergency – Fire & emergency segment sales increased 25.6 percent to $366.5 million for the fourth quarter of fiscal 2008 compared to the prior year quarter. The increase in sales reflected increased market penetration by the Company’s domestic fire apparatus business, higher sales at the Company’s international fire apparatus business as a result of a shift in the timing of multiple-unit sales from the third quarter to the fourth quarter of fiscal 2008 and strong airport products growth.

        Operating income increased 26.2 percent in the fourth quarter to $33.2 million, or 9.1 percent of sales, compared to the prior year quarter operating income of $26.3 million, or 9.0 percent of sales. The increase in operating income during the fourth quarter was primarily related to the higher sales in the segment, offset in part by the costs of a work stoppage that was settled during the quarter at a fabrication facility.

-2-

        Commercial – Commercial segment sales increased 4.7 percent to $261.2 million in the fourth quarter of fiscal 2008 compared to the prior year quarter. The increase in sales was caused by a more than 30 percent increase in domestic refuse collection vehicle sales as the Company believes customers worked to reduce the age of their fleets, offset in part by a 20 percent decline in sales of concrete placement products as a result of lower construction activity in the U.S.

        The commercial segment incurred an operating loss of $6.9 million, or (2.6) percent of sales, for the fourth quarter of fiscal 2008, compared to an operating loss of $3.1 million, or (1.2) percent of sales, in the prior year quarter. The operating losses in the fourth quarter of both fiscal 2008 and 2007 were caused by losses sustained at the Geesink Norba Group (Geesink), the Company’s European refuse collection vehicle business.

        Geesink sustained an operating loss of $10.7 million in the fourth quarter of fiscal 2008 as compared to a loss of $8.4 million in the prior year quarter. The loss in the fourth quarter of fiscal 2008 was driven by costs related to inefficiencies associated with the start-up of production of Norba-branded refuse collection vehicles in The Netherlands, restructuring costs of $4.5 million and higher material costs.

        Corporate and other – Corporate operating expenses and inter-segment profit elimination decreased $1.4 million to $29.5 million for the fourth quarter of fiscal 2008 compared to the prior year quarter. The decrease was the result of lower incentive compensation and travel costs, offset in part by additional information technology spending.

        Interest expense net of interest income decreased $9.4 million to $47.6 million in the fourth quarter of fiscal 2008, compared to the prior year quarter largely as a result of lower interest rates and the repayment of a portion of the borrowings incurred in connection with the JLG acquisition. Due to a focus on working capital management, the Company was able to reduce total debt by $202.5 million during the fourth quarter to $2.77 billion at September 30, 2008 as compared to $2.98 billion at June 30, 2008.

        The provision for income taxes in the fourth quarter of fiscal 2008 decreased to 26.1 percent of pre-tax income compared to 30.0 percent of pre-tax income in the prior year fourth quarter. The current year rate was positively impacted by the implementation of tax planning strategies, additional income in lower tax rate jurisdictions and the doubling of the domestic manufacturing deduction rate in 2008. The prior year rate reflected a favorable tax audit settlement and the re-instatement of the federal research and development tax credit. Because Congress did not act until October 2008 to extend the federal research and development tax credit, the Company will record a full twelve months of research and development tax credits in the first quarter of fiscal 2009.

Full Year Results

        For fiscal 2008, the Company recorded EPS of $1.06 and net income of $79.3 million. Excluding impairment charges¹, the Company reported that EPS decreased 5.9 percent to $3.37 for fiscal 2008 on sales of $7.14 billion and net income of $252.4 million, compared to EPS of $3.58 for fiscal 2007 on sales of $6.31 billion and net income of $268.1 million. JLG was included in the Company’s operations for the full year in fiscal 2008 compared to only ten months in the prior year following its acquisition in December 2006. Strong international sales at JLG and increased defense segment sales also contributed to current year sales increases compared to the prior year, while the commercial segment experienced a significant decline in sales due to lower concrete mixer demand in North America, generally as a result of lower construction activity in the U.S., combined with the aftereffects of the pre-buy ahead of the 2007 diesel engine emissions standards changes.

        Operating income decreased 31.2 percent to $406.3 million, or 5.7 percent of sales, in fiscal 2008 and included a $175.2 million non-cash impairment charge for intangible assets at Geesink recorded during the third quarter of fiscal 2008. Excluding impairment charges¹, operating income decreased 1.5 percent to $581.5 million, or 8.1 percent of sales, in fiscal 2008 compared to $590.3 million, or 9.4 percent of sales, in fiscal 2007. This decrease was driven primarily by lower earnings in the commercial and fire & emergency segments due to the weak U.S. economy, larger operating losses at Geesink, including plant rationalization and personnel redundancy costs, escalating raw material costs late in the fiscal year and higher corporate costs largely due to higher personnel costs and information technology spending. These items were largely offset by the inclusion of JLG results for the full year in fiscal 2008 as well as increased defense segment and international access equipment earnings on higher sales.

-3-

Fiscal 2009 Estimates

        The Company also announced its fiscal 2009 EPS expectations of $1.65 to $2.05 on projected sales of $6.3 to $6.7 billion. The Company expects continued weakness in economies worldwide to significantly affect sales in fiscal 2009, particularly in the access equipment and commercial segments, driving consolidated sales down from $7.1 billion in fiscal 2008. The Company expects that the decreases in these two segments will be partially offset by an increase in defense segment sales due to U.S. government requirements for new heavy-payload tactical vehicles. The Company expects consolidated operating income margins to be between 5 percent and 6 percent as a result of lower sales expectations and increases in the costs of raw materials in the access equipment segment, offset in part by the expected return to profitability of the Company’s commercial segment.

        The Company is proceeding with a plan to avoid seeking an amendment of its credit agreement by maintaining compliance with its financial covenants or at least delay seeking an amendment to mitigate the financial impact. The plan involves targeting $500 million or more of debt reduction in fiscal 2009 and maintaining strong fiscal management. If the Company is not successful in delivering the higher end of its EPS range and timely debt reduction of $500 million or more, then the Company will need to request an amendment to its credit agreement. In the event that the Company would need to amend its credit agreement, the Company would likely incur substantial fees and significantly higher interest costs than reflected in its EPS estimate range for fiscal 2009. The Company believes that an amendment could be obtained if ultimately necessary and believes that it has adequate liquidity to operate its business.

Dividend Announcement

        Oshkosh Corporation’s Board of Directors declared a quarterly dividend of $0.10 per share of Common Stock. The dividend, unchanged from the immediately preceding quarter, will be payable November 25, 2008, to shareholders of record as of November 17, 2008.

        The Company will comment on fourth quarter and full year fiscal 2008 earnings and expectations for fiscal 2009 during a conference call at 9:00 a.m. EST this morning. Viewer-controlled slides for the call will be available on the Company’s website beginning at 8:00 a.m. EST this morning. The call will be webcast simultaneously over the Internet. To access the webcast, listeners can go to www.oshkoshcorporation.com starting at 8:45 a.m. EST and follow the instructions for the broadcast. An audio replay of the call and related question and answer session will be available for twelve months at this website.

        Oshkosh Corporation is a leading designer, manufacturer and marketer of a broad range of specialty access equipment, military, commercial and fire & emergency vehicles and vehicle bodies. Oshkosh’s products are valued worldwide by rental and construction companies, defense forces, fire & emergency units, municipal and airport support services, and concrete placement and refuse businesses where high quality, superior performance, rugged reliability and long-term value are paramount.

-4-

Non-GAAP Financial Measures

        The Company reports its financial results in accordance with generally accepted accounting principles (GAAP) in the United States of America. The Company is presenting various operating results, such as operating income, operating income margin, effective income tax rate, net income and EPS on both a reported basis and on a basis excluding impairment charges that affect comparability of operating results. When the Company uses operating results, such as operating income, operating income margin, effective income tax rate, net income and EPS, excluding impairment charges, they are considered non-GAAP financial measures. The Company believes excluding the impact of non-cash intangible asset impairment charges from fiscal 2008 operating results is useful to investors to allow a more accurate comparison of the Company’s operating performance to prior year periods. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s results prepared in accordance with GAAP.

        The table below presents reconciliations of the Company’s presented non-GAAP measures to the most directly comparable GAAP measures for the fiscal year ended September 30, 2008 (in millions, except per share amounts):

Non-GAAP operating income	$	581.5
Intangible asset impairment charges		(175.2	)
GAAP operating income	$	406.3
Non-GAAP net income	$	252.4
Intangible asset impairment charges		(175.2	)
Income tax benefit associated with intangible
asset impairment charges		2.1
GAAP net income	$	79.3
Non-GAAP earnings per share	$	3.37
Intangible asset impairment charges per share		(2.31	)
GAAP earnings per share	$	1.06

Forward-Looking Statements

        This press release contains statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, are forward-looking statements. When used in this press release, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the consequences of financial leverage associated with the JLG acquisition, especially given recent turmoil in the credit markets, the level of the Company’s borrowing costs and the Company’s ability to maintain compliance with financial covenants in its credit agreement; the cyclical nature of the Company’s access equipment, commercial and fire & emergency markets, especially during a global economic downturn and credit crisis; the Company’s ability to offset higher steel and raw material costs through other cost decreases or product selling price increases; the expected level and timing of U.S. Department of Defense procurement of products and services and funding thereof; risks related to reductions in government expenditures and the uncertainty of government contracts; risks associated with international operations and sales, including foreign currency fluctuations; the Company’s ability to turn around its Geesink business; risks related to the collectibility of access equipment receivables; and the potential for increased costs relating to compliance with changes in laws and regulations.

-5-

        In addition, the Company’s expectations for fiscal 2009 are based in part on certain assumptions made by the Company, including without limitation the Company’s estimates for the level of concrete placement activity, housing starts, non-residential construction spending and mortgage rates globally; the performance of the U.S. and European economies; the level of the Company’s borrowing costs and that the Company will not need to amend its credit agreement to maintain compliance with financial covenants; the Company’s spending on product development and bid and proposal activities with respect to defense truck procurement competitions and the outcome of such competitions; the Company’s ability to offset higher steel and raw material costs through decreases in other costs or product selling price increases; the Company’s expectations as to timing of receipt of sales orders and payments and execution and funding of defense contracts; the Company’s ability to achieve cost reductions and operating efficiencies across the Company; the Company’s ability to turn around its Geesink business; the Company’s ability to turn around the Oshkosh Specialty Vehicle business sufficiently to support its current valuation resulting in no impairment charges; that their will be no further impairments of the Company’s other long-lived assets; the Company’s estimates of the impact of changing fuel prices and credit availability on capital spending of towing operators; the Company’s estimates of the impact of changing Medicare reimbursement rates on capital spending of mobile medical providers; the anticipated level of production and margins associated with the Family of Heavy Tactical Vehicles (FHTV) contract, the Indefinite Demand/Indefinite Quantity truck remanufacturing contract, the LVSR contract and international defense truck contracts; the impact of rising costs under firm, fixed-priced contracts, including the FHTV and LVSR contracts; the Company’s estimates for capital expenditures of rental and construction companies for JLG’s products, of municipalities for fire & emergency and refuse collection vehicles, of airports for aircraft rescue and snow removal products and of large commercial waste haulers generally and with the Company; federal funding levels for U.S. Department of Homeland Security and spending by governmental entities on homeland security apparatus; the expected level of commercial “package” body and purchased chassis sales compared to “body only” sales; anticipated levels of capital expenditures by the Company; the Company’s estimates for costs relating to litigation, product warranty, product liability, insurance, stock options, performance share awards, bad debts and personnel; and the Company’s estimates for foreign currency exchange rates, working capital needs and effective income tax rates. Additional information concerning these and other factors is contained in the Company’s filings with the Securities and Exchange Commission, including the Form 8-K filed today.

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OSHKOSH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

	Three Months Ended September 30,						Year Ended September 30,
	2008			2007			2008			2007
	(In millions, except per share amounts)
Net sales	$	1,896.5		$	1,792.4		$	7,138.3		$	6,307.3
Cost of sales		1,616.6			1,465.1			5,955.0			5,204.5
Gross income		279.9			327.3			1,183.3			1,102.8
Operating expenses:
Selling, general and administrative		141.1			126.3			532.5			446.6
Amortization of purchased intangibles		16.7			21.8			69.3			65.9
Intangible asset impairment charges		--			--			175.2			--
Total operating expenses		157.8			148.1			777.0			512.5
Operating income		122.1			179.2			406.3			590.3
Other income (expense):
Interest expense		(50.0	)		(57.9	)		(212.4	)		(200.8	)
Interest income		2.4			0.9			7.4			6.3
Miscellaneous, net		(2.4	)		(2.2	)		(10.9	)		(0.1	)
		(50.0	)		(59.2	)		(215.9	)		(194.6	)
Income before provision for income
taxes, equity in earnings of unconsolidated
affiliates and minority interest		72.1			120.0			190.4			395.7
Provision for income taxes		18.8			36.0			118.1			135.2
Income before equity in earnings of
unconsolidated affiliates and
minority interest		53.3			84.0			72.3			260.5
Equity in earnings of unconsolidated
affiliates, net of income taxes		0.7			1.3			6.3			7.3
Minority interest, net of income taxes		(0.4	)		0.1			0.7			0.3
Net income	$	53.6		$	85.4		$	79.3		$	268.1
Earnings per share
Basic	$	0.72		$	1.16		$	1.07		$	3.64
Diluted	$	0.72		$	1.14		$	1.06		$	3.58
Basic weighted average shares outstanding		74.2			73.7			74.0			73.5
Effect of dilutive stock options and
incentive compensation awards		0.4			1.3			0.8			1.3
Diluted weighted average shares outstanding		74.6			75.0			74.8			74.8

-7-

OSHKOSH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	September 30,
	2008			2007
	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	88.2		$	75.2
Receivables, net		997.8			1,076.2
Inventories, net		941.6			909.5
Deferred income taxes		66.6			77.5
Other current assets		58.2			56.5
Total current assets		2,152.4			2,194.9
Investment in unconsolidated affiliates		38.1			35.1
Property, plant and equipment		756.4			667.3
Less accumulated depreciation		(303.1	)		(237.7	)
Property, plant and equipment, net		453.3			429.6
Goodwill		2,274.1			2,435.4
Purchased intangible assets, net		1,059.9			1,162.1
Other long-term assets		103.7			142.7
Total assets	$	6,081.5		$	6,399.8
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Revolving credit facility and current maturities
of long-term debt	$	93.5		$	81.5
Accounts payable		639.9			628.1
Customer advances		296.8			338.0
Payroll-related obligations		104.8			105.0
Income taxes payable		11.1			64.0
Accrued warranty		88.3			88.2
Other current liabilities		228.8			243.2
Total current liabilities		1,463.2			1,548.0
Long-term debt, less current maturities		2,680.5			2,975.6
Deferred income taxes		308.9			340.1
Other long-term liabilities		237.0			138.7
Commitments and contingencies
Minority interest		3.3			3.8
Shareholders’ equity		1,388.6			1,393.6
Total liabilities and shareholders’ equity	$	6,081.5		$	6,399.8

-8-

OSHKOSH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Year Ended September 30,
	2008			2007
	(In millions)
Operating activities:
Net income	$	79.3		$	268.1
Non-cash impairment charges		175.2			--
Other non-cash adjustments		157.2			136.4
Changes in operating assets and liabilities		(21.3	)		1.5
Net cash provided by operating activities		390.4			406.0
Investing activities:
Acquisition of businesses, net of cash acquired		--			(3,140.5	)
Additions to property, plant and equipment		(75.8	)		(83.0	)
Additions to equipment held for rental		(42.5	)		(19.0	)
Proceeds from sale of property, plant and equipment		4.0			3.4
Proceeds from sale of equipment held for rental		13.0			11.2
Distribution of capital from unconsolidated affiliates		0.9			0.7
Decrease in other long-term assets		0.2			0.6
Net cash used by investing activities		(100.2	)		(3,226.6	)
Financing activities:
Proceeds from issuance of long-term debt		--			3,100.0
Debt issuance costs		--			(34.9	)
Repayment of long-term debt		(304.7	)		(96.8	)
Net borrowings (repayments) under revolving credit facility		54.7			(79.9	)
Proceeds from exercise of stock options		4.5			6.5
Purchase of Common Stock		(1.4	)		(1.6	)
Excess tax benefits from stock-based compensation		3.1			6.0
Dividends paid		(29.8	)		(29.6	)
Net cash (used) provided by financing activities		(273.6	)		2,869.7
Effect of exchange rate changes on cash		(3.6	)		4.1
Increase in cash and cash equivalents		13.0			53.2
Cash and cash equivalents at beginning of period		75.2			22.0
Cash and cash equivalents at end of period	$	88.2		$	75.2
Supplementary disclosure:
Depreciation and amortization	$	152.9		$	129.0

-9-

OSHKOSH CORPORATION
SEGMENT INFORMATION
(Unaudited)

	Three Months Ended September 30,						Year Ended September 30,
	2008			2007			2008			2007
	(In millions)
Net sales:
Access equipment	$	742.1		$	840.0		$	3,085.9		$	2,539.5
Defense		553.4			422.5			1,891.9			1,416.5
Fire & emergency		366.5			291.8			1,192.8			1,142.2
Commercial		261.2			249.6			1,037.0			1,248.3
Intersegment eliminations		(26.7	)		(11.5	)		(69.3	)		(39.2	)
Consolidated	$	1,896.5		$	1,792.4		$	7,138.3		$	6,307.3
Operating income (loss):
Access equipment	$	50.2		$	114.5		$	360.1		$	268.4
Defense		75.1			72.4			265.2			245.0
Fire & emergency		33.2			26.3			93.9			107.5
Commercial (1)		(6.9	)		(3.1	)		(204.0	)		57.7
Corporate and other		(29.5	)		(30.9	)		(108.9	)		(88.3	)
Consolidated	$	122.1		$	179.2		$	406.3		$	590.3

(1) Includes Geesink impairment charges totaling $175.2 million in the year ended September 30, 2008.

	September 30,
	2008		2007
	(In millions)
Period-end backlog:
Access equipment	$	330.0	$	854.1
Defense		1,199.2		1,554.8
Fire & emergency		633.2		577.5
Commercial		191.4		191.4
Consolidated	$	2,353.8	$	3,177.8

####

EX-99.2

Fourth Quarter 2008 Earnings
Conference Call
November 3, 2008

Pat Davidson

Good morning and thanks for joining us. Earlier today, we published our fourth quarter results for fiscal 2008. A copy of the release is available on our website at www.oshkoshcorporation.com. Today’s call is being webcast and is accompanied by a slide presentation, also available on our website. The audio replay and slide presentation will be available on the web for approximately 12 months. Please refer now to slide 2 of that slide presentation.

Our remarks that follow, including answers to your questions, include statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements are subject to risks that could cause actual results to be materially different. Those risks include, among others, matters that we have described in our Form 8-K filed with the SEC this morning and other filings we make with the SEC. We disclaim any obligation to update these forward looking statements, which may not be updated until our next quarterly earnings conference call, if at all.

Occasionally today, we will refer to “previous estimates.” We made or updated such estimates during our third fiscal quarter earnings conference call on August 1, 2008 and provided additional details in a press release on September 26, 2008.

Unless stated otherwise, all figures and data that we discuss today will relate to our performance excluding non-cash asset impairment charges totaling $175.2 million that we recorded during our third fiscal quarter. For the purposes of our discussion today, we believe that excluding the impairment charges is the best way for you, the participants on this call, to better understand our operating performance.

A reconciliation of non-GAAP measures that we discuss today to the most comparable GAAP measures can be found in the last slide of our presentation as well as in our earnings release, both of which are available on our website.

Page 1

Presenting today for Oshkosh Corporation will be Bob Bohn, our Chairman and Chief Executive Officer; Charlie Szews, President and Chief Operating Officer; and Dave Sagehorn, Executive Vice President and Chief Financial Officer.

Let’s begin by turning to slide 3 and I’ll turn it over to Bob.

Bob Bohn

Oshkosh Q4 2008 Highlights

Thank you, Pat. Good morning and thank you all for joining us today. We’re living in unprecedented times. Equity and credit markets are extremely volatile on a daily and even hourly basis. This daily dose of volatility and generally negative news is leading to rapidly changing demand in some of our markets. In these uncertain times, Oshkosh management moved quickly to drive free cash flow for significant debt reduction and to implement strong fiscal management. Our fourth quarter results are evidence of our early jump on achieving these objectives.

On August 1, we reported our third fiscal quarter performance and gave you our earnings and debt reduction expectations for the remainder of the fiscal year. On Friday, September 26, we announced that we would be at or above the higher end of the August 1 EPS range. We also said that we expected a little more debt reduction during the quarter than our August estimates. I’m happy to announce that we achieved, and even outperformed, those expectations with EPS of $0.72 and debt reduction of $202 million for the quarter. With all the uncertainty in the market, we believe these results reflect the strength of the Oshkosh family of businesses.

Because of the weakened economic conditions, several of our markets are experiencing lower demand. Despite this, we delivered a solid quarter, which capped off a year of record revenues for Oshkosh Corporation. Sales were up nearly 6% in the quarter over the prior year quarter, driven by strong performance in our defense and fire & emergency segments. We experienced a decline in operating income of 32% to $122 million in the fourth quarter due primarily to lower operating income in our access equipment segment as a result of lower volume, higher raw material costs and adverse product mix. Charlie and Dave will provide more detail in a few moments.

Page 2

We told you during our last conference call that we would be focusing more attention on inventory reduction to better balance inventory with demand and to drive debt reduction in this tight credit environment. We have done just that. In the fourth fiscal quarter, we were able to reduce inventories by $241 million, which helped drive the $202 million in debt reduction during the quarter. We believe there is much more inventory reduction possible and that will remain an area of focus for us.

Please turn to slide 4.

Fiscal 2008 Highlights

We finished the year with all-time record revenues of just over $7 billion. We also posted our strongest international revenues ever at approximately $2.1 billion, or 30% of total sales. This represented 37% growth over fiscal 2007 international revenues and forms a strong foundation for future growth, as we expand our international footprint.

Although many of our markets are down, that doesn’t mean that the Oshkosh team accepts performance comparable to the market. In fact, during times of economic weakness, we’ve benefited from customers concentrating their orders with industry leaders like Oshkosh and from the strong value proposition that we offer the customer. In fiscal 2008, we were successful in delivering 20% and 40% higher orders in two businesses, Pierce fire apparatus and domestic refuse collection vehicles, respectively, where we estimate the associated market volumes were flat to down 10%. In Europe, we believe JLG also delivered substantially higher sales growth than the underlying market in fiscal 2008. That’s performance. That’s the power of the Oshkosh brands.

While we did experience revenue growth, we reported lower operating income as well as lower EPS, driven by under absorption of fixed costs at businesses where we have reduced production levels, facilities rationalization costs at our European refuse business, raw material cost pressures later in the fiscal year and higher personnel costs and information technology expenses.

As I mentioned earlier, we worked to aggressively drive down debt. We reduced debt by $283 million in fiscal 2008, which left us with $2.77 billion on September 30. We fell just short of our original debt reduction target for the year of $300 to $400 million due in large part to softness that we began to experience in select markets late in the third fiscal quarter. But, with renewed focus, we believe we can do better in fiscal 2009.

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Reflecting on fiscal 2008, we’re proud that our team responded early and decisively to address the current economic downturn, escalating steel and fuel costs and the credit crisis. We raised product selling prices by 6% to 11% across our non-defense businesses. We drove down overhead costs and reinvigorated our cash flow focus. We anticipate that these actions will place us on a better foundation to face continued economic challenges.

We’re also pleased with the strong talent we’ve added to our company in fiscal 2008, from a new chief procurement officer to new business leadership and expanded global sales and service teams. This talent will help Oshkosh weather current conditions and create a roadmap for superior performance in the next economic upturn.

Please turn to slide 5.

Current State Conditions

The volatile credit and equity markets in October have caused some customers around the globe to reduce or pause their spending plans for fiscal 2009. As a result, particularly in the last month, it has become very difficult for the Company to project first fiscal quarter and full year fiscal 2009 results. Fortunately, we have some businesses like defense, fire apparatus and domestic refuse with large backlogs that provide us with solid visibility and revenue expectations into fiscal 2009. Dave will provide our best judgment of expected fiscal 2009 results for the Company as a whole in a moment, but they are based on the assumption that the equity and credit markets exhibit sufficient improvement that by early calendar 2009 customers take their fingers off the order pause button and have some confidence in the direction of the global economy. If there is no improvement in these markets then our outlook for fiscal 2009 will need to be revised downward.

Now, we believe that our actions over the last few months have better positioned us to address these challenging market conditions. We’ve reduced our workforce by approximately 10% and lowered discretionary spending, resulting in an expected annual savings rate of approximately $100 million. Reducing the size of our workforce is a responsible move in light of weaker demand, and further reductions are likely given the global economic softening over the last few weeks.

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We have micromanaged production rates and inventory reduction plans. This drove significant debt reduction in the fourth fiscal quarter and we expect to further reduce inventories and debt in our first quarter of fiscal 2009. Furthermore, we have modified our bonus plans to promote improved working capital management and debt reduction in fiscal 2009 to assure that our whole team is aligned with this key objective.

We formed and staffed an Asian procurement team and created a pipeline of items that are being investigated for low-cost country sourcing.

We’ve taken a very positive step towards continuing to improve our operations by moving Tom Fenner, one of our strongest and most experienced leaders, from the fire & emergency segment to the new position of executive vice president of global manufacturing services, reporting to Charlie. In this role, Tom will lead our global manufacturing efforts as we strive to improve the productivity and other key performance measures of our current facilities as well as expand our global footprint.

Finally, we are, of course, monitoring our ability to comply with the financial covenants contained in our current credit agreement. We see this as a cost issue rather than a liquidity issue. Why do we believe this? One, because we expect to generate strong free cash flow in fiscal 2009. And two, based on recent discussions with our lead banks, we believe that we would be able to conclude an amendment if we determined that we would otherwise face a covenant violation. We are moving forward with a plan with the objective of avoiding the need to amend the agreement in fiscal 2009, or at least delaying the need for an amendment and reducing the related incremental costs. This plan includes actions intended to drive $500 million or more in debt reduction, as well as maintain strong fiscal management. In these volatile market conditions, we expect to assess our performance against the plan quarterly to be in the best position to amend the agreement, if necessary. The team today is driving hard to avoid an amendment and strong decisive actions like these to avoid, delay or mitigate an amendment are good for our shareholders. Dave will share more about our plan later.

Our plan does permit us to continue limited but important global and new product development initiatives to position our Company to perform strongly in the next economic upturn. We are a company of leaders and we plan to lead our markets in the next upturn.

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I will now turn it over to our president, Charlie Szews, to discuss details on each of our business segments and review some of our operating highlights and challenges.

Charlie Szews

Thanks Bob. Please turn with me to slide 6 and we'll get started.

Access Equipment

JLG continued to perform well in some international markets in the fourth fiscal quarter, but in the larger North American and, to a lesser extent, Western European markets, we experienced sales declines as soft construction markets have caused our rental customers to curtail their equipment orders. While we firmly believe in the long term strength of our access equipment markets, we are expecting weakness through fiscal 2009. These projected weak markets are a prime reason for many of the cost reduction moves we’ve been making.

Our profitability was greatly affected this past quarter by higher raw material and component costs that have not yet been recovered with price increases to our customers. We will continue to have limited recovery of raw material cost increases from our higher selling prices in the first fiscal quarter, but expect to see meaningful benefits from our recent price increase starting in our second fiscal quarter.

While there has been some recent weakening in the prices of certain types of steel, we have not yet seen the price reductions we would expect in a recession. We do know that steel companies are shutting down plants for extended maintenance and don’t know if that will be successful for them to sustain relatively high pricing.

Pricing for our products in the access equipment segment remains competitive, with deals being offered by many competitors to unload excess inventory. We are the premium priced manufacturer in this market globally and expect to maintain pricing discipline in order to achieve our announced price increase, which is simply necessary to offset the significantly higher steel and other costs that we have experienced over the last six months, as well as address the effects of the recent strengthening of the U.S. dollar. We do believe that by January 2009, much of the industry’s excess inventory will be worked off and that industry pricing will improve.

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The segment has done a good job of reducing inventory, including a reduction of over $100 million in the fourth fiscal quarter, but we still have one or two more quarters of work to achieve our inventory reduction goal.

Looking ahead, we believe our access equipment unit sales will be down 35% to 40% in North America and in both Western and Eastern Europe in fiscal 2009, as both residential and non-residential construction markets are expected to be weak in these regions through most of the year. The events in the financial markets over the last several weeks have caused some construction projects in Eastern Europe to be discontinued and our customers in this region are now pulling back on their investment plans similar to what we saw earlier in North America and Western Europe.

However, we expect demand in emerging regions like the Middle East and Latin America to remain strong, although not as robust as we thought a few weeks ago. Recent distribution improvements in Asia should permit us to increase our revenues in that important region in fiscal 2009 in spite of an uncertain economic outlook for the region. Also, we are expecting our parts, service and reconditioning sales to be up modestly in fiscal 2009. With steel costs high and funding tight, there is growing interest among our customers to recondition their fleets. JLG products were designed for just these kinds of markets. They were designed so that customers could recondition them two or three times to extend their lives and offer greater value to our customers in weak economies.

Please move with me to slide 7 and let’s take a look at defense.

Defense

The defense segment posted another strong quarter, as both truck production and parts & service revenues increased. We experienced lower margins in this segment, as we had a higher percentage of sales under lower margin contracts, but this is consistent with our outlook over the last year or so.

We recently signed a multi-year requirements contract for the Family of Heavy Tactical Vehicles (“FHTV”) program, which keeps Oshkosh as the primary supplier of heavy tactical vehicles for the U.S. Army. Under this contract, we will be building significantly more of our Heavy Expanded Mobility Tactical Truck (“HEMTT”) A4 configurations. The A4 provides the Army with more horsepower, greater armor integration, a common cab with the Palletized Load System (“PLS”) and air conditioning, to name just a few upgrades.

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We expect our parts & service business in fiscal 2009 will be buoyed by the strength of our recently announced orders for reducible-height armor kits for Medium Tactical Vehicle Replacement (“MTVR”) trucks. The reducible-height feature allows for greater transportability for the U.S. Marine Corps, while providing significant protection for the troops.

We were also recently notified that Oshkosh was chosen as the preferred bidder to manufacture next-generation Light Equipment Transporters (“LET 2”), for the British Ministry of Defence (“MoD”). The LET 2 requirements initially call for the production of 107 vehicles, but contain options for up to 250 additional vehicles and in-service support over the next 15 years.

In addition to the LET 2, Oshkosh supplies the MoD with a U.K. variant of Heavy Equipment Transporters (“HET”) and wheeled tankers. Initial sales of the first LET 2s are scheduled to begin in fiscal 2010.

Finally, we’re disappointed that we were not selected for a Joint Light Tactical Vehicle (“JLTV”) Technology Development (“TD”) contract with our partner, Northrup Grumman. We remain firm in our belief that the JLTV concept we presented was the best solution for the U.S. Army and Marine Corps’ needs for a light tactical vehicle and represents an innovative and proven design that leapfrogs current capabilities to exceed the customer’s requirements for protection, payload and performance. We expect to receive a debrief from the government on our proposal and will determine at that time, with our partner, our next steps.

Please turn to slide 8.

Fire & Emergency

Even with soft municipal spending affecting fire truck sales, our Pierce fire apparatus business continues to outperform in a tough market. The strength of our new product launches over the last year-and-a-half is evident as we’ve had significant orders for our Velocity and Impel chassis, as well as for the Pierce Ultimate Configuration, or (“PUC”). In fact, we finished fiscal 2008 with more orders for fire trucks than any other year in the Company’s history. We also expect Pierce to exit fiscal 2008 with its highest market share ever.

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The airport products business was once again led by strong aircraft rescue and firefighting (“ARFF”) vehicle shipments and brisk order activity in international markets to support global airport expansion.

While our broadcast vehicle business is a smaller portion of the segment, we are excited by recent strength in orders and shipments for these units.

In conjunction with Tom Fenner’s new position as executive vice president of global manufacturing services, Wilson Jones was promoted from president of Pierce to executive vice president of Oshkosh Corporation and president of the entire Fire & Emergency segment. Wilson’s sales acumen, experience, and strong leadership qualities will serve him well as he takes over one of our most visible segments at a time when markets are challenged and competition is fierce. I am very confident in Wilson’s ability to drive results and build on the success that he has achieved at Pierce.

Please turn to slide 9.

Commercial

We’ve previously described the U.S. concrete mixer market as anemic, with industry volumes down roughly 70% from the last peak. That viewpoint has not really changed, as order flow and construction activities in the U.S. remain weak. Since we do not expect significant revenue growth in this business until the broader U.S. economy and construction markets improve, we’ve continued to work on lowering the cost structure in this business with an objective of remaining profitable in times of weak markets.

We’ve been pleased with the performance of our domestic refuse collection vehicle business in a softer market. Sales in this business were up in the fourth fiscal quarter on the strength of orders from customers looking to reduce the age of their fleets. Orders were up more than 40% for this product line in fiscal 2008 and we exited the fiscal year with our strongest backlog ever.

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On our last call, we talked about our excitement for growth opportunities in compressed natural gas (“CNG”) powered refuse collection vehicles. That excitement is growing. We’ve won several bids for CNG-powered refuse collection vehicles and are competing for others. We expect CNG-powered vehicles to be a larger part of our business as communities seek lower fuel costs and reduced emissions alternatives for their refuse collection vehicles.

During the fourth fiscal quarter, we continued the restructuring of the Geesink Norba Group (“Geesink”), our European refuse collection vehicle business. We made further management changes in the fourth fiscal quarter, and we completely exited our Blomstermala, Sweden facility. We have orders that we believe should enable us to deliver stronger performance in the first quarter of fiscal 2009. But, we have struggled to achieve the targeted production efficiencies anticipated from the facility rationalization plan. Geesink’s focus in the coming quarter will be to achieve those targeted efficiencies and to drive out excess working capital from the business.

That’s a brief overview of our operations. Dave, please take it from here.

Dave Sagehorn

Thanks Charlie and good morning everyone.

Please turn to slide 10.

Consolidated Results

Consolidated net sales of $1.9 billion for the fourth fiscal quarter were up 5.8% compared to the fourth fiscal quarter of last year, as increased sales in defense, fire & emergency and our domestic refuse collection vehicle businesses offset lower sales in our access equipment segment. Operating income decreased 31.9% to $122.1 million, or 6.4% of sales. Operating income margins were negatively impacted by sales mix and unrecovered material cost increases, largely at our access equipment segment. Operating income also reflects severance charges totaling $7.2 million related to staffing reductions during the quarter. EPS for the quarter was $0.72, a decrease of 36.8% compared to the fourth quarter of fiscal 2007.

Corporate operating expenses and inter-segment profit elimination declined $1.4 million in the fourth quarter of fiscal 2008 compared to the fourth quarter of fiscal 2007, due to lower incentive compensation expense and travel costs, partially offset by higher information technology spending.

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Interest expense decreased in the fourth fiscal quarter compared to the prior year quarter due to favorable interest rates and lower net borrowings.

Our tax rate in the quarter decreased to 26.1%, reflecting a full year tax rate of 33.0%, excluding the impact of the Geesink impairment charge recorded in the third fiscal quarter.

Now, let’s take a look at each of the segments in detail.

Please turn to slide 11.

Access Equipment

Access equipment sales were $742.1 million in the fourth fiscal quarter, down 11.7% compared to the same period last year, as strength in emerging markets was not enough to offset continued weakness in the U.S., and in certain Western European countries that began late in our third fiscal quarter. Sales of both aerial work platforms and telehandlers were down in the quarter. Segment revenues in North America were down more than 20% on significantly lower aerial work platform sales. Sales in Europe were down almost 5%.

The segment recorded operating income of $50.2 million, down 56.2% from the prior year quarter and an operating income margin of 6.8%. Operating income margin was negatively impacted by lower volumes and under absorption of fixed costs, unrecovered material cost increases of approximately 350 basis points, as JLG’s previously announced price increases were not yet in effect, and adverse product mix as aerial work platforms experienced a larger percentage sales decline than telehandlers. Foreign currency exchange rates positively impacted margins in the quarter by approximately 80 basis points compared to the fourth quarter of fiscal 2007.

Backlog for access equipment was $330.0 million at September 30, 2008, a decrease of 61.4% compared to September 30, 2007. The decrease in backlog was largely the result of weaker economies in the U.S. and Europe and the timing of orders that were placed in the prior year when there were capacity constraints in the industry.

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Please turn to slide 12.

Defense

Defense segment sales were $553.4 million, up 31.0% compared to last year’s fourth fiscal quarter, due to continued strong demand for new trucks and significantly higher aftermarket parts & service revenues led by higher armor kit sales. Operating income increased 3.8% to $75.1 million, compared to $72.4 million in the prior year quarter.

Operating income margin in the quarter declined to 13.6%, compared to 17.1% in the fourth quarter of fiscal 2007. The decrease in operating income margin was largely a result of a higher percentage of sales this quarter from truck shipments under the lower margin FHTV contract, as well as some start up costs associated with the HEMTT A4 and Logistic Vehicle System Replacement (“LVSR”) models.

Backlog in this segment was $1.2 billion at September 30, 2008, down 22.9% compared to September 30, 2007. The decrease in backlog was largely a result of the timing of our FHTV contract negotiations with the DoD. The delivery order received last week with the new FHTV contract has significantly increased backlog in this segment.

Please turn to slide 13.

Fire & Emergency

Turning to fire & emergency, sales increased by 25.6% to $366.5 million, compared to the prior year’s fourth fiscal quarter, due to a shift in the timing of delivery of a number of large orders for international fire apparatus, airport products growth and continued strength at Pierce in the face of a challenging municipal spending environment. Operating income in this segment increased to $33.2 million, or 9.1% of sales. Positive volume impact on margins in this segment was partially offset by costs related to a work stoppage that was settled during the quarter.

Compared to prior year, fire & emergency backlog was up 9.6% to $633.2 million on September 30, 2008 due largely to higher fire apparatus backlog.

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Please turn to slide 14.

Commercial

Commercial sales increased 4.7% to $261.2 million, compared to last year’s fourth fiscal quarter. The increase was due to higher sales of refuse collection vehicles in North America as customers continue to update their fleets. Demand for concrete mixers remains extremely weak driven by the nearly unprecedented decrease in residential construction and slowing non-residential construction.

We recorded an operating income loss of $6.9 million in this segment in the fourth fiscal quarter. The loss included an operating loss of $10.7 million at Geesink. Included in the Geesink loss were expenses totaling $4.5 million for severance and other costs associated with our restructuring actions. We also continued to experience production inefficiencies during the fourth fiscal quarter related to the transfer of production of Norba branded products to our Netherlands facility and higher raw material costs. We expect that results at Geesink will improve in fiscal 2009.

Backlog for the commercial segment at September 30, 2008 was flat compared to September 30, 2007. Significantly higher refuse collection vehicle backlog was offset by lower backlog for concrete mixers and batch plants.

Please turn to slide 15 for a review of our estimates for fiscal 2009.

Oshkosh Fiscal 2009 Estimates

All comparisons are to our fiscal 2008 actual results.

We are initiating fiscal 2009 estimates reflecting a wider range for both sales and EPS than we have typically provided. This wider range is an indication of the increased difficulty that we have in projecting results for fiscal 2009 in the midst of uncertain economic conditions. It is important to recognize that these estimates assume that worldwide equity and credit markets will stabilize in the near future. If these markets do not stabilize, we would most likely revise our fiscal 2009 estimates lower as we would expect our access equipment, commercial and, to a lesser extent, fire & emergency segment sales to be impacted by lower demand for our products and services. We are estimating consolidated sales of $6.3 to $6.7 billion, a decrease of approximately 6% to 12% compared to fiscal 2008.

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For access equipment, we believe that revenues will be down about 30%, plus or minus a couple percentage points. We expect that sales in both JLG’s North America and Europe regions will be down more than this range compared to fiscal 2008, partially offset by expected continued growth in other regions as well as modest growth in our parts, service and reconditioning revenues.

We expect strong sales growth of approximately 20% to 25% in our defense segment in fiscal 2009 driven by continued demand for our tactical wheeled vehicles.

We believe that fire & emergency sales will be down approximately 5% to 10% with continued strength at our fire apparatus and airport products businesses, based on our current strong backlogs, offset by lower sales throughout much of the rest of the segment.

Finally, we anticipate commercial sales will be flat to down 10%, with weaker concrete mixer and batch plant sales offsetting growth in refuse collection vehicle sales.

Turning to slide 16, let’s review our operating income assumptions.

Oshkosh Fiscal 2009 Estimates

We are expecting full year operating income of $350 to $400 million. This implies a consolidated margin of about 5% to 6%. The anticipated reduction in consolidated margin is primarily the result of lower margins in our access equipment and defense segments.

We believe access equipment margins will decrease to between 3.5% and 4.5%. This significant drop is the result of expected lower volumes and related under absorption of fixed costs more than offsetting cost reductions that we’ve implemented in this segment. Unfavorable foreign currency exchange rates and unrecovered steel costs early in the fiscal year are the other major contributors to the expected lower margins. We are currently estimating that the U.S. dollar will not continue to appreciate significantly from current levels. A continued strengthening of the dollar would negatively impact our results.

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We expect defense margins will continue to remain under pressure, decreasing by approximately 200-250 basis points. The margin decrease will be driven by a higher percentage of lower margin sales under our FHTV and LVSR contracts.

For fire & emergency, we anticipate that margins will increase approximately 100-150 basis points due to sales mix among businesses in this segment and the impact of cost reduction efforts.

We estimate commercial margins will increase to slightly better than breakeven largely due to improved results at Geesink, as we expect to have the facility rationalization costs behind us. We also expect that improved performance at McNeilus will contribute to better results for this segment.

We expect corporate and intersegment elimination expenses to be flat to slightly down. We expect the impact of our cost reduction efforts will be partially offset by general inflationary increases and costs related to a potential receivables sales program that I will describe shortly.

Turning to slide 17, let’s take care of a few more P&L items.

Oshkosh Fiscal 2009 Estimates

We expect interest expense to be approximately $180 million, reflecting planned significant debt reduction throughout the fiscal year. Should we need to amend our credit agreement in fiscal 2009, we would likely incur substantial fees and significantly higher interest costs than $180 million, but we are not presently able to estimate the impact of any amendment as we simply don’t know when an amendment would be necessary, if at all, and what credit market conditions would be at the time.

We expect our tax rate to remain at approximately 33%, reflecting a shift in earnings among lower tax rate countries and reinstatement of the R&D tax credit, including a full 12 months of benefit in the first fiscal quarter.

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We believe that equity in earnings will be approximately $4 million, compared with $6 million in fiscal 2008, and we expect to use approximately 75.0 million shares for our EPS calculation.

Oshkosh Fiscal 2009 Estimates

Finishing up our earnings estimates with slide 18, we are estimating EPS of $1.65 to $2.05 in fiscal 2009. The reduced earnings are a reflection of the challenging global economy we are facing, and again, assume some stabilization in global equity and credit markets. Should a credit agreement amendment be necessary, this range would need to be reduced by the financial impact of the amendment.

As we look at our first fiscal quarter, which is normally our seasonally weakest quarter of the year, there are a couple of items that we expect will make this quarter weaker than usual. We expect lower demand than normal in the first quarter at our businesses that are exposed to construction markets as customers react to the uncertainty created by the credit crisis. Additionally, JLG will not recover steel and other commodity cost increases in the quarter as their previously announced price increase won’t be fully effective. Together, we expect these items to lead to a net loss in our first fiscal quarter. We expect to be able to comply with our financial covenants at the end of the first fiscal quarter, even with a loss in the quarter, due to planned strong debt reduction. Presently, we believe that we can generate cash available for debt reduction of $200-$250 million in the first quarter of fiscal 2009.

If we don’t achieve the planned debt reduction or if the loss is greater than anticipated, we may be forced to seek an amendment to our credit agreement late in the quarter, but presently, we believe that our plans are more than adequate to avoid the need to seek an amendment in the first fiscal quarter.

Historically, we have provided an EPS estimate range for the upcoming quarter. As we move into fiscal 2009, we will be limiting our estimates to those for the full fiscal year for the Company and for each segment, and we will only be updating these estimates once each quarter when we release earnings.

Before I turn it back to Bob, I would like to finish with an update on our financing. Please turn to slide 19.

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Oshkosh Financing Update

Building on our strong fourth fiscal quarter debt reduction, we are proceeding with a plan that we expect could provide significant debt reduction in fiscal 2009, with the objective of allowing us to avoid seeking an amendment of our credit agreement, or at least delay an amendment and mitigate the financial impact. This plan seeks to reduce our debt by $500 million or more in fiscal 2009. We are also closely monitoring expenses to support our earnings and would likely implement further cost cuts if demand continues to weaken.

The significant debt reduction target is driven by a continued focus on lowering our working capital requirements as well as managing capital expenditures to a total of approximately $60 million in fiscal 2009. We made good progress on reducing working capital in the fourth quarter, but believe that we have additional opportunities for further reduction. We have adjusted production schedules to drive inventory reduction, and we are particularly focused on selling off aged inventory. As part of our plan, we are in negotiations with third parties regarding a program to sell certain European accounts receivable, which would allow us to accelerate cash receipts. Finally, we expect payments from the U.S. government associated with the recent signing of the defense segment’s FHTV contract extension to contribute to our debt reduction target in fiscal 2009.

If we are not successful in delivering both the higher end of our earnings estimate range and timely debt reduction of $500 million or more, we will need to request an amendment to our credit agreement. We will work diligently to avoid this, but the challenge has become greater in the last month as access equipment demand has slowed further and the U.S. dollar strengthened. I would like to repeat Bob’s remarks that we will assess our performance to plan on a quarterly basis and if we anticipate that without an amendment, a financial covenant violation is likely, we believe, based on recent discussions with our lead banks, that we will be able to amend our credit agreement. Further, we also believe that we will maintain sufficient liquidity for the business and be able to continue limited global and new product development initiatives based on our demonstrated ability to generate strong free cash flow.

Bob, I’ll turn it back over to you for slide 20.

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Bob Bohn

Thanks, Dave.

Oshkosh Summary

We’ve described the challenges we face. To address these challenges, we have strong brands, leading technologies and competitive advantages in nearly every one of our markets. We also have a few strong businesses like defense, Pierce and our McNeilus refuse business to help us manage through these difficult times.

We believe our intense focus on reducing supply chain costs as well as lowering overhead and non-essential spending is working. We strengthened our manufacturing leadership and have strong operating teams in each of our segments.

We remain committed to reducing working capital and freeing up cash for debt paydown.

The hard-working employees of Oshkosh Corporation are focused on building our great Company and we are moving decisively to position ourselves to take advantage of the eventual turnaround in the world’s economies. I said it on the last call and it bears repeating here. We are taking the actions necessary to optimize our performance. Oshkosh has a long, proud history of creating shareholder value. We’ve built a strong foundation and we will continue to take advantage of this foundation as we build for the future.

With that, I will turn it back over to Pat and the operator for questions.

Pat Davidson

Thanks Bob. I’d like to remind everyone to limit their questions to one plus a follow-up. Please avoid questions with multiple subparts as this makes it difficult to ensure that everyone participates. After the follow-up, we ask that each participant get back in queue to ask additional questions.

Operator, please begin the question and answer period of this call.

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