Advancing Together 2020 Annual Report A portfolio of leading brands Mobile elevating work Towing & recovery vehicles Military vehicles, mobility Custom fire apparatus Aircraft rescue, firefighting platforms, telehandlers & low- systems and life cycle & snow removal vehicles level access solutions sustainment services Integrated communication Refuse collection vehicles Concrete mixers & refuse Field service vehicles & truck- & broadcast vehicles & concrete mixers collection vehicles mounted cranes All Oshkosh team members were socially distanced per CDC guidelines when these photos were taken. Advancing Together Oshkosh Corporation is a different integrated global industrial. This was clearly evident in 2020 as the world faced unprecedented challenges from the COVID-19 pandemic. The ensuing weakness in many of our markets presented a challenging and unique set of circumstances. We responded with swift action and focused on the controllables—reducing our costs, executing our strategy, strengthening our culture and serving our customers. We demonstrated the resiliency of our businesses and our people. We have continued to provide leadership in the markets we serve Looking to the future, we are optimistic and we continue to position to ensure our customers have the essential, innovative, high quality Oshkosh for long-term success. Our diversified business model with products they need to build, protect and serve people and communities the stability of defense, fire and municipal markets, combined around the world. We remain committed to growing our People First with our cross-portfolio innovation and life-cycle support, form a culture across the organization and to caring for the communities we solid foundation. We believe the Access Equipment segment is poised call home. We are creating an inclusive, empowering environment for for future growth when markets recover and as product adoption our 14,000+ team members because we know we are better together. grows throughout the world. We are dedicated to maintaining our Our commitment to advancing technology and innovation is unwavering leadership position in the markets we serve and remain committed to and we will continue to target sustained margin improvement. serving the best interests of our team members, customers and shareholders as we advance together. Despite the challenging economic and market environments, we continue to move Oshkosh forward. Our Defense segment continued to ramp up our revolutionary, game-changing Joint Light Tactical Vehicle for our U.S. Armed Forces and allies around the world. Our efforts to simplify and streamline activities has led to significantly improved operating margins in our Access Equipment business when compared with prior downturns, as well as consistently high operating margins in our Fire & Emergency business. Our Commercial segment began its Simplification journey a few years ago and took significant actions in fiscal 2020 to streamline our operations that we expect will improve performance over time. We reinforced our commitment to shareholder value with our capital allocation priorities and recently announced a 10% increase in the rate of our quarterly dividend, the 7th straight year with a double-digit increase. Our People First culture and commitment to doing business the right way were recognized once again in 2020 with awards for: 5TH 4TH 2ND CONSECUTIVE YEAR CONSECUTIVE YEAR CONSECUTIVE YEAR Human-inspired. Team-built. Will-powered. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the fiscal year ended September 30, 2020 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ Commission file number: 1-31371 Oshkosh Corporation (Exact name of registrant as specified in its charter) Wisconsin 39-0520270 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1917 Four Wheel Drive Oshkosh, Wisconsin 54902 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (920) 502-3400 Securities registered pursuant to Section 12(b) of the Act: Trading Title of each class Symbol(s) Name of each exchange on which registered Common Stock ($.01 par value) OSK New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No ☒ ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No ☐ ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ☒ ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No ☒ ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No ☐ ☒ At March 31, 2020, the aggregate market value of the registrant’s Common Stock held by non-affiliates was $4,378,988,453 (based on the closing price of $64.33 per share on the New York Stock Exchange as of such date). As of November 11, 2020, 68,189,776 shares of the registrant’s Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Proxy Statement for the 2020 Annual Meeting of Shareholders (to be filed with the Commission under Regulation 14A within 120 days after the end of the registrant’s fiscal year and, upon such filing, to be incorporated by reference into Part III). OSHKOSH CORPORATION FISCAL 2020 ANNUAL REPORT ON FORM 10-K Page PART I ITEM 1. BUSINESS 1 ITEM 1A. RISK FACTORS 14 ITEM 1B. UNRESOLVED STAFF COMMENTS 24 ITEM 2. PROPERTIES 24 ITEM 3. LEGAL PROCEEDINGS 25 ITEM 4. MINE SAFETY DISCLOSURES 25 INFORMATION ABOUT OUR EXECUTIVE OFFICERS 25 PART II ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 28 ITEM 6. SELECTED FINANCIAL DATA 30 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 31 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 45 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 46 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 100 ITEM 9A. CONTROLS AND PROCEDURES 100 ITEM 9B. OTHER INFORMATION 100 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 101 ITEM 11. EXECUTIVE COMPENSATION 101 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 101 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 102 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 102 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE 103 ITEM 16. FORM 10-K SUMMARY 106 SIGNATURES 107 As used herein, the “Company,” “we,” “us” and “our” refers to Oshkosh Corporation and its consolidated subsidiaries. “Oshkosh” refers to Oshkosh Corporation, not including JLG Industries, Inc. and its wholly-owned subsidiaries (JLG), Oshkosh Defense, LLC and its wholly-owned subsidiary (Oshkosh Defense), Pierce Manufacturing Inc. (Pierce), McNeilus Companies, Inc. (McNeilus) and its wholly-owned subsidiaries, Oshkosh Airport Products, LLC (Airport Products), Kewaunee Fabrications, LLC (Kewaunee), Oshkosh Commercial Products, LLC (Oshkosh Commercial), London Machinery Inc. and its wholly-owned subsidiary (London) and Iowa Mold Tooling Co., Inc. (IMT) or any other subsidiaries. The “Oshkosh®,” “JLG®,” “Oshkosh Defense®,” “Pierce®,” “McNeilus®,” “Jerr-Dan®,” “Frontline™,” “London®,” “IMT®,” “Command Zone™,” “TAK-4®,” “PUC™,” “Hercules™,” “Husky™,” “Ascendant™,” “SkyTrak®” and “ProPulse®” trademarks and related logos are trademarks or registered trademarks of the Company. All other product and service names referenced in this document are the trademarks or registered trademarks of their respective