In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (which include normal recurring adjustments, unless otherwise noted) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. These Condensed Consolidated Financial Statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of Oshkosh Corporation for the year ended December 31, 2022. The interim results are not necessarily indicative of results for any other interim period or for fiscal 2023. Certain reclassifications have been made to the prior period financial statements to conform to the presentation as of and for the three months ended March 31, 2023.

Effective January 31, 2023, the Company formed the Vocational segment by combining the historical Fire & Emergency and Commercial segment businesses. All information has been restated to conform to the new reporting segments.

On March 1, 2023, the Company completed the sale of its rear discharge concrete mixer business for $32.9 million. As the sale price was below the carrying value of the business, a pre-tax loss of $13.3 million was recognized during the three months ended March 31, 2023, which is included in selling, general and administrative expense in the Company’s Condensed Consolidated Statements of Income. During the three months ended March 31, 2023, the rear discharge concrete mixer business, which was included in the Vocational segment, had sales of $25.9 million.

On January 31, 2023, the Company acquired Hinowa S.p.A. (Hinowa), an Italian manufacture of compact crawler booms and tracked equipment, for €171.9 million ($186.9 million), net of cash acquired. Hinowa is part of the Access segment. The purchase price included $187.9 million in cash less a receivable of $1.0 million for certain post-closing working capital adjustments.

The operating results of Hinowa have been included in the Company’s Condensed Consolidated Statements of Income from the date of acquisition. Hinowa had sales of $14.6 million from the acquisition date to March 31, 2023. Pro-forma results of operations have not been presented as the effect of the acquisition is not material to any periods presented.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition (in millions):


Assets Acquired:
Current assets, excluding cash of $13.7 million	$	53.1
Property, plant and equipment		14.5
Goodwill		85.5
Purchased intangible assets		83.9
Other long-term assets		4.8
Total assets		241.8

Liabilities Assumed:
Current liabilities		50.1
Long-term liabilities		4.8
Total liabilities		54.9

Net assets acquired	$	186.9

The preliminary valuation of intangible assets consists of $57.5 million of assets subject to amortization with an estimated eleven-year average life and $26.4 million of assets with an indefinite life. The purchase price, net of cash acquired, was allocated based on the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition with the excess purchase price of $85.5 million recorded as goodwill, representing expected synergies, all of which was allocated to the Access segment. None of the goodwill is deductible for income tax purposes. The purchase price allocations are preliminary at March 31, 2023 and may be subsequently adjusted to reflect the finalization of appraisals and other valuation studies. The Company expensed $0.6 million of transaction costs related to the acquisition during the three months ended March 31, 2023.