OSHKOSH CORP

REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Oshkosh Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Oshkosh Corporation and subsidiaries (the "Company") as of December 31, 2024, and 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2025 expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Valuation – Refer to Notes 2 and 12 to the Financial Statements

Critical Audit Matter Description

The Company performed an impairment evaluation of goodwill by comparing the estimated fair values of reporting units to their carrying values. In order to estimate the fair values of the reporting units, management is required to make estimates and assumptions related to the discount rates and forecasts of future operating income margins, which involve significant judgment. Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both. As of October 1, 2024, the Company’s measurement date, the Company determined that the fair values of the reporting units exceeded their carrying values and therefore no impairment was recognized.

We identified the impairment evaluation of goodwill for one reporting unit in the Vocational Segment as a critical audit matter because of the inherent subjectivity involved in management’s estimates and assumptions related to the discount rate and forecasts of future revenue growth and operating income. The audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the selection of the discount rates and forecast of future operating income required a high degree of auditor judgment and an increased extent of effort, including the involvement of our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the selection of the discount rate, and forecasts of future revenue and operating income margins for a reporting unit in the Vocational Segment included the following, among others:

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We evaluated the design and effectiveness of the controls over management’s goodwill impairment evaluation, including those over the selection of the discount rates and management’s development of forecasts of future operating income margins and revenue.

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We evaluated the reasonableness of management's forecasts by comparing the forecasts to (1) historical results, (2) internal communications to management and the Board of Directors, and (3) forecasted information included in analyst and industry reports for the Company and certain of its peer companies.

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We assessed management's intent and/or ability to take specific actions included in management's forecasts.

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With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rates by:

— Testing the source information underlying management's determination of the discount rates.

— Testing the mathematical accuracy of management's calculations.

— Developing a range of independent estimates and comparing those to the discount rates selected by management.

/s/Deloitte & Touche LLP

Milwaukee, Wisconsin

February 20, 2025

We have served as the Company’s auditor since 2002.

REPORT OF INDEPENDENT REGIS TERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Oshkosh Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Oshkosh Corporation and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 20, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin

February 20, 2025

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CONSOLIDATED STATEMENTSOF COMPREHENSIVE INCOME

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CONSOLIDATED STATEMENTSOF SHAREHOLDERS’ EQUITY

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CONSOLIDATED STATEM ENTS OF CASH FLOWS

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1. Nature of Operations

Oshkosh Corporation and its subsidiaries (the “Company”) is an industrial technology company specializing in the design, development and manufacture of purpose-built vehicles and equipment for the access, fire, refuse and recycling collection, airport ground support, concrete placement, defense and delivery vehicle markets. “Oshkosh” refers to Oshkosh Corporation, not including its subsidiaries. The Company is organized into three reportable segments — Access, Vocational and Defense. The Company’s Access segment is conducted through its wholly-owned subsidiary, JLG Industries, Inc. and its wholly-owned subsidiaries (JLG), JerrDan LLC (JerrDan), Hinowa S.p.A. (Hinowa) and AUSACORP S.L. (AUSA). The Company’s Vocational segment is principally conducted through its wholly-owned subsidiaries Pierce Manufacturing Inc. (Pierce), Maxi-Metal Inc. (Maxi-Metal), Kewaunee Fabrications, LLC (Kewaunee), Oshkosh AeroTech, LLC (AeroTech), McNeilus Companies, Inc. (McNeilus), Iowa Mold Tooling Co., Inc. (IMT) and Oshkosh Commercial Products, LLC (Oshkosh S-Series). The Company’s Defense segment is conducted through its wholly-owned subsidiary Oshkosh Defense, LLC (Oshkosh Defense).

In July 2024, the Company moved the reporting responsibility for Pratt & Miller Engineering & Fabrication, LLC (Pratt Miller) from its Defense Segment to the Chief Technology and Strategic Sourcing Officer to better utilize Pratt Miller’s expertise across the entire Oshkosh Corporation enterprise. Pratt Miller results are now reported within "Corporate and other." All historical information has been recast to reflect this change.

2. Summary of Significant Accounting Policies

Principles of Consolidation and Presentation — The consolidated financial statements include the accounts of Oshkosh and all of its majority-owned or controlled subsidiaries and are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition — The Company recognizes revenue when control of the goods or services promised under a contract are transferred to the customer either at a point in time (e.g., upon delivery) or over time (e.g., as the Company performs under the contract) in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for the goods or services. The Company accounts for a contract when it has approval and commitment from both parties, the rights and payment terms of the parties are identified, the contract has commercial substance and collectability of consideration is probable. If collectability is not probable, the sale is deferred until collection becomes probable or payment is received.

Contracts are reviewed to determine whether there is one or multiple performance obligations. A performance obligation is a promise to transfer a distinct good or service to a customer and represents the unit of accounting for revenue recognition. For contracts with multiple performance obligations, the expected consideration (e.g., the transaction price) is allocated to each performance obligation identified in the contract based on the relative standalone selling price of each performance obligation, which is determinable based on observable standalone selling prices or is estimated using an expected cost plus a margin approach. Revenue is then recognized for the transaction price allocated to the performance obligation when control of the promised goods or services underlying the performance obligation is transferred. When the amount of consideration allocated to a performance obligation through this process differs from the invoiced amount, it results in a contract asset or liability. The identification of performance obligations within a contract requires significant judgment.

The Company has elected to apply the following practical expedients and accounting policy elections when determining revenue from contracts with customers and capitalization of related costs:

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Shipping and handling costs incurred after control of the related product has transferred to the customer are considered costs to fulfill the related promise and are included in “Cost of sales” in the Consolidated Statements of Income when incurred or when the related product revenue is recognized, whichever is earlier.

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Except for certain customer advances in the Vocational segment, the Company has elected to not adjust revenue for the effects of a significant finance component when the timing difference between receipt of payment and recognition of revenue is less than one year.

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Sales and similar taxes that are collected from customers are excluded from the transaction price.

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The Company has elected to expense incremental costs to obtain a contract when the amortization period of the related asset is expected to be less than one year.

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The Company has elected to not disclose unsatisfied performance obligations with an original contract duration of one year or less.

The following is a description of the primary activities from which the Company generates revenue.

Access and Vocational segments revenue

The Company derives revenue in the Access and Vocational segments (non-defense segments) through the sale of machinery, vehicles and related aftermarket parts and services. Customers include distributors, equipment rental providers and end-users. Contracts with customers generally exist upon the approval of a quote and/or purchase order by the Company and customer. Each contract is also assessed at inception to determine whether it is necessary to combine the contract with other existing contracts.

The Company’s non-defense segments offer various customer incentives within contracts, such as sales and marketing rebates, volume discounts and interest subsidies, some of which are variable and therefore must be estimated by the Company. Transaction prices may also be impacted by rights of return, primarily within the aftermarket parts business, which requires the Company to record a liability and asset representing its rights and obligations in the event a return occurs. The estimated return liability is based on historical experience rates.

Revenue for performance obligations consisting of machinery, vehicle and aftermarket parts (together, “product”) is recognized when the customer obtains control of the product, which typically occurs at a point in time, based on the shipping terms within the contract. Refuse and recycling collection vehicles are sold on both Company owned chassis and customer owned chassis. When performing work on a customer owned chassis, revenue is recognized over time based on the cost-to-cost method of percentage-of-completion, as the Company is enhancing a customer owned asset. Jet bridges are designed to customer specification. Revenue related to jet bridges is recognized over time based on the cost-to-cost method of percentage-of-completion as the Company's performance does not create an asset with an alternative use and the Company has an enforceable right to payment for its performance completed to date.

All non-defense segments offer aftermarket services related to their respective products such as repair, refurbishment and maintenance (together, “services”). The Company generally recognizes revenue on service performance obligations over time using the method that results in the most faithful depiction of transfer of control to the customer. Non-defense segments also offer extended warranty coverage as an option on most products. The Company considers extended warranties to be service-type warranties and therefore a separate performance obligation. Service-type warranties differ from the Company’s standard, assurance-type warranties, as they are generally separately priced and negotiated as part of the contract and/or provide additional coverage beyond what the customer or customer group that purchases the product would receive under an assurance-type warranty. The Company has concluded that its extended warranties are stand-ready obligations to perform and therefore recognizes revenue ratably over the coverage period. The Company also provides a standard warranty on its products and services at no additional cost to its customers in most instances.

Defense segment revenue

The majority of the Company’s Defense segment sales are derived through long-term contracts with the U.S. government to design, develop, manufacture or modify defense, delivery and other specialty vehicles. These contracts, which also include those under the U.S. Government-sponsored Foreign Military Sales (FMS) program, accounted for 96% of Defense segment revenue in 2024. Contracts with Defense segment customers are generally fixed-price, fixed-price with an economic price adjustment (EPA) or cost-reimbursement type contracts. Under fixed-price contracts, the price paid to the Company is generally not adjusted to reflect the Company’s actual costs except for costs incurred as a result of contract modifications. Under fixed-price contracts with an EPA, the price paid to the Company can be adjusted upward or downward of the stated contract price based on cost indexes of labor or material that are specifically identified in the contract. Under cost-reimbursement contracts, the price paid to the Company is determined based on the allowable costs incurred to perform plus a fee. The fee component of cost-reimbursement contracts can be fixed based on negotiations at contract inception or can vary based on performance against target costs established at the time of contract inception. The Company also designs, develops and manufactures defense products for international customers through Direct Commercial Sale contracts. The Defense segment supports its products through the sale of aftermarket parts and services. Aftermarket contracts can range from long-term supply agreements to ad hoc purchase orders for replacement parts.

The Company evaluates Defense segment contracts at inception to identify performance obligations. The goods and services in Defense segment contracts are typically not distinct from one another as they are generally customized and have complex inter-relationships and the Company is responsible for overall management of the contract. As a result, Defense segment contracts are typically accounted for as a single performance obligation. The Defense segment provides standard warranties for its products for periods that typically range from one to three years. These assurance-type warranties typically cannot be purchased separately and do not meet the criteria to be considered a performance obligation.

The Company determines the transaction price for each contract at inception based on the consideration that it expects to receive for the goods and services promised under the contract. This determination is made based on the Company’s current rights, excluding the impact of any subsequent contract modifications (including unexercised options) until they become legally enforceable. Contract modifications frequently occur within the Defense segment. The Company evaluates each modification to identify changes that impact price or scope of its contracts, which are then assessed to determine if the modification should be accounted for as an adjustment to an existing contract or as a separate contract. Contract modifications within the Defense segment are generally accounted for as a cumulative catch-up adjustment to existing contracts as they are not distinct from the goods and services within the existing contract.

For Defense segment contracts that include a variable component in the sale price, the Company estimates variable consideration. Variable consideration is included within the contract’s transaction price to the extent it is probable that a significant reversal of revenue will not occur. The Company evaluates its estimates of variable consideration on an ongoing basis and any adjustments are accounted for as changes in estimates in the period identified. Common forms of variable consideration within Defense segment contracts include cost reimbursement contracts that contain incentives, EPA clauses, customer reimbursement rights and regulatory or customer negotiated penalties tied to contract performance.

The Company recognizes revenue on Defense segment contracts as performance obligations are satisfied and control of the underlying goods and services is transferred to the customer. In making this evaluation, the Defense segment considers contractual terms and whether there is an alternative use for the good or service. Through this process the Company has concluded that substantially all of the Defense segment’s performance obligations, including a majority of performance obligations for aftermarket goods and services, transfer control to the customer over time. For U.S. government and FMS program contracts, this determination is supported by the inclusion of clauses within contracts that allow the customer to terminate a contract at the customer's convenience. When these clauses are present, the Company is entitled to compensation for the work performed through the date of notification at a price that reflects actual costs plus a reasonable margin in exchange for transferring its work in process to the customer. For contracts that do not contain termination for convenience provisions, the Company generally transfers control over time as a result of enforceable payment rights and the customized nature of its goods and services, which create assets without an alternative use.

The Defense segment recognizes revenue on its performance obligations that are satisfied over time by measuring progress using the cost-to-cost method of percentage-of-completion because it best depicts the transfer of control to the customer. Under the cost-to-cost method of percentage-of-completion, the Defense segment measures progress based on the ratio of costs incurred to date to total estimated costs for the performance obligations. Due to the size and nature of these contracts, the estimation of total revenues and costs is highly complicated and judgmental. The Company must make assumptions regarding expected increases in wages and employee benefits, productivity and availability of labor, material costs and allocated fixed costs. Each contract is evaluated at contract inception to identify risks and estimate revenue and costs. In performing this evaluation, the Defense segment considers risks of contract performance such as technical requirements, schedule, duration and key contract dependencies. Occasionally, the Company incurs production costs not planned or budgeted, or in excess of its original budget. The Company reviews such costs to determine if they are contributing and/or proportionate to the Company's progress in satisfying the performance obligation. Costs that are contributing but not proportionate to the Company's progress are reviewed to determine if they meet the definition of learning curve costs, which requires significant judgment. Learning curve costs are included in the cost-to-cost method of percentage-of-completion while costs that do not contribute to the Company's progress in satisfying the performance obligation are considered inefficiencies and expensed as incurred. The above considerations are then factored into the Company’s estimated revenue and costs. If a loss is expected on a performance obligation, the complete estimated loss is recorded in the period in which the loss is identified. The Company recognizes changes in estimated sales or costs and the resulting profit or loss on a cumulative basis.

The Company capitalizes costs of pre-production activities as costs to fulfill a contract are incurred, if such costs generate or enhance resources that will be used in satisfying performance obligations in the future and the costs are expected to be recovered. The Company has on occasion capitalized costs to fulfill a contract after the performance obligation has begun being satisfied if the fulfillment costs relate to future performance under the performance obligation, and not performance completed to date. The Company amortizes the deferred contract costs over the anticipated production volume of the contract.

Next Generation Delivery Vehicles (NGDV) contract with the United States Postal Service (USPS)

Under the NGDV contract with the USPS, the USPS made advance payments to the Company for pre-production activities, including product engineering, factory setup and development. The Company determined that these activities do not result in the transfer of distinct goods or services to the customer. There is an implicit assumption that without the customer making such advance payments to the Company, the Company would charge the customer a higher selling price for future sales of goods or services; therefore, these advance payments create a "material right", providing an option for the customer to acquire future goods or services, at a discount, that are dependent upon the pre-production activities. Revenue allocated to performance obligations that represent a material right for a customer to acquire goods or services at a discount in the future is recognized as those future goods or services are transferred or when the material right expires. Revenue related tomaterial rights is recognized based on a percentage of actual units produced relative to the total number of units for which orders can be placed under the contract.

Assurance Warranty — Provisions for estimated assurance warranties are recorded in cost of sales at the time of sale and are periodically adjusted to reflect actual experience. The amount of warranty liability accrued reflects management’s best estimate of the expected future cost of honoring Company obligations under the warranty plans. Historically, the cost of fulfilling the Company’s warranty obligations has principally involved replacement parts, labor and sometimes travel for any field retrofit campaigns. The Company’s estimates are based on historical experience, the extent of pre-production testing, the number of units involved and the extent of features/components included in product models. Actual warranty claims experience is reviewed quarterly to determine if there are systemic defects that would require a field campaign.

Research and Development and Similar Costs — Except for customer sponsored research and development costs incurred pursuant to contracts (generally with the U.S. Department of Defense (DoD)) or engineering costs incurred pursuant to the NGDV contract with the USPS, research and development costs are expensed as incurred and included in cost of sales. Research and development costs charged to expense totaled$169.1 million,$133.6 million and$113.4 million in 2024, 2023 and 2022, respectively. Customer sponsored research and development costs incurred pursuant to contracts are accounted for as contract costs.

Advertising — Advertising costs are included in selling, general and administrative expense and are expensed as incurred. These expenses totaled$25.7 million,$25.8 million and$14.2 million in 2024, 2023 and 2022, respectively.

Debt Financing Costs — Debt issuance costs on term debt are amortized using the effective interest method over the term of the debt. Deferred financing costs on lines of credit are amortized on a straight-line basis over the term of the related lines of credit. Amortization expense was$1.6 million,$1.4 million and$1.6 million in 2024, 2023 and 2022, respectively.

Stock-Based Compensation — The Company recognizes stock-based compensation using the fair value provisions prescribed by Accounting Standards Codification (ASC) Topic 718, Compensation — Stock Compensation. Accordingly, compensation costs for awards of stock-based compensation settled in shares are determined based on the fair value of the share-based instrument at the time of grant and are recognized as expense over the vesting period of the share-based instrument, net of estimated forfeitures. See Note 5 for information regarding the Company’s stock-based incentive plans.

Income Taxes — Deferred income taxes are provided to recognize temporary differences between the financial reporting basis and the income tax basis of the Company’s assets and liabilities using currently enacted tax rates and laws. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred taxes, projected future taxable income and tax planning strategies in making this assessment.

The Company evaluates uncertain income tax positions in atwo-step process. The first step is recognition, where the Company evaluates whether an individual tax position has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have a less than 50% likelihood of being sustained, a tax benefit is not recorded. For tax positions that have met the recognition threshold, the Company performs the second step of measuring the benefit to be recorded. The actual benefits ultimately realized may differ from the Company’s estimates. In future periods, changes in facts and circumstances and new information may require the Company to change the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recorded in results of operations and financial position in the period in which such changes occur.

Earnings Per Share — Earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The calculation of diluted earnings per share reflects the effect of stock-based compensation awards, unless the effect of doing so would be antidilutive. The Company uses the treasury stock method to calculate the effect of outstanding stock-based compensation awards.

Fair Value of Financial Instruments — Based on Company estimates, the carrying amounts of cash equivalents, receivables, unbilled receivables, accounts payable, accrued liabilities and amounts outstanding under revolving credit facilities approximated fair value as of December 31, 2024 and 2023. See Notes 6, 14, 16, 22 and 23 for additional fair value information.

Cash and Cash Equivalents — The Company considers all highly liquid investments with a maturity ofthree months or less when purchased to be cash equivalents. Cash equivalents at December 31, 2024 consisted principally of bank deposits and money market instruments.

Receivables — Receivables consist of amounts billed and currently due from customers. The Company extends credit to customers in the normal course of business and maintains an allowance for estimated losses resulting from the inability or unwillingness of customers to make required payments. The accrual for expected losses is based on an estimate of the losses inherent in amounts billed, pools of receivables with similar risk characteristics, existing and future economic conditions, reasonable supportable forecasts that affect the collectability of the related receivable and any specific customer collection issues the Company has identified. Account balances are charged against the allowance when the Company determines it is probable the receivable will not be recovered.

Finance Receivables — Finance receivables represent sales-type leases resulting from the sale of the Company’s products and receivables purchased from lenders pursuant to customer defaults under program agreements with finance companies. Finance receivables originated by the Company generally include a residual value component. Residual values are determined based on the expectation that the underlying equipment will have a minimum fair market value at the end of the lease term. This residual value accrues to the Company at the end of the lease. The Company uses its experience and knowledge as an original equipment manufacturer and participant in end markets for the related products along with third-party studies to estimate residual values. The Company monitors these values for impairment on a continuous basis and reflects any resulting reductions in value in current earnings.

Unbilled Receivables — Unbilled receivables consist of unbilled costs and accrued profits related to revenues on contracts with customers that have been recognized for accounting purposes but not yet billed to customers. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either upon achievement of contractual milestones (e.g. acceptance of the vehicle) or at periodic intervals. Generally, billing occurs subsequent to revenue recognition, resulting in unbilled receivables.

Inventories — Inventories are stated at the lower of cost or net realizable value. Cost has been determined using primarily the first-in, first-out (FIFO) method.

Property, Plant and Equipment — Property, plant and equipment is recorded at cost. Depreciation expense is recognized over the estimated useful lives of the respective assets using straight-line and accelerated methods. The units-of-production depreciation method is also used for certain assets related to the production of delivery vehicles.

The Company's estimated useful lives are as follows:

The Company capitalizes interest on borrowings during the active construction period of major capital projects. All capitalized interest has been added to the cost of the underlying assets and is amortized over the useful lives of the assets.

Goodwill — Goodwill reflects the cost of an acquisition in excess of the aggregate fair value assigned to identifiable net assets acquired. Goodwill is not amortized; however, it is assessed for impairment annually and as triggering events or “indicators of potential impairment” occur. The Company performs its annual impairment test at the beginning of the fourth quarter of each year. The Company evaluates the recoverability of goodwill by estimating the fair value of the businesses to which the goodwill relates. Estimated cash flows and related goodwill are grouped at the reporting unit level. A reporting unit is an operating segment or, under certain circumstances, a component of an operating segment. When a reporting unit's fair value is less than its carrying value, an impairment loss is recognized for the difference between the fair value of the reporting unit and its carrying value, limited to the carrying value of goodwill.

In evaluating the recoverability of goodwill, it is necessary to estimate the fair value of the reporting units. The Company evaluates the recoverability of goodwill utilizing the income approach and the market approach. The Company weighted the income approach more heavily (75%) as the Company believes the income approach more accurately considers long-term fluctuations in the U.S. and European construction markets than the market approach. Under the income approach, the Company determines fair value based on estimated future cash flows discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return a market participant would expect to earn. Estimated future cash flows are based on the Company’s internal projection models, industry projections and other assumptions deemed reasonable by management. Rates used to discount estimated cash flows correspond to the Company’s cost of capital, adjusted for risk where appropriate, and are dependent upon interest rates at a point in time. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill recoverability. Under the market approach, the Company derives the fair value of its reporting units based on revenue and earnings multiples of comparable publicly traded companies. It is possible that assumptions underlying the impairment analysis will change in such a manner that impairment may occur in the future. See Note 12 for information regarding the Company’s impairment testing.

Purchased Intangible Assets — At acquisition, the Company estimates and records the fair values of purchased intangible assets, which primarily consist of trade names, customer relationships and technology. The fair values of purchased intangible assets are estimated principally based on projections of cash flows that will arise from identifiable intangible assets of acquired businesses, which include estimates of discount rates, revenue growth rates, EBITDA, royalty rates, customer attrition rates and technology obsolescence rates. Amortizable purchased intangible assets are amortized on a straight-line basis over their estimated useful lives.

Certain of the Company's trade names are considered to be indefinite-lived and therefore are not amortized. Non-amortizable trade names are assessed for impairment annually and as triggering events or “indicators of potential impairment” occur. The Company performs its annual impairment test in the fourth quarter of each year. The Company evaluates the potential impairment by estimating the fair value of the non-amortizing intangible assets using the “relief-from-royalty” method. When the fair value of the non-amortizable trade name is less than the carrying value of the trade name, an impairment is recognized for the difference between the fair value and the carrying value of the trade name, limited to its carrying value.

Impairment of Other Long-Lived Assets — Property, plant and equipment, ROU lease assets and amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, an impairment is recognized for the difference between the fair value and carrying value of the asset or group of assets.

Leases — The Company leases certain real estate, information technology equipment, warehouse equipment, vehicles and other equipment through leases. The Company determines whether an arrangement contains a lease at inception. A lease liability and corresponding right of use asset are recognized for qualifying leased assets based on the present value of fixed and certain index-based lease payments at lease commencement. Variable payments, which are generally determined based on the usage rate of the underlying asset, are excluded from the present value of lease payments and are recognized in the period in which the payment is made. To determine the present value of lease payments, the Company uses the stated interest rate in the lease, when available, or more commonly a secured incremental borrowing rate that reflects risk, term and economic environment in which the lease is denominated. The incremental borrowing rate is determined using a portfolio approach based on the current rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company has elected not to separate payments for lease components from payments for non-lease components in contracts that contain both components. Lease agreements may include options to extend or terminate the lease. Those options that are reasonably certain of exercise at lease commencement have been included in the term of the lease used to recognize the right of use assets and lease liabilities. The lease terms of the Company’s real estate and equipment leases extend up to 26 years and 20 years, respectively. The Company has elected not to recognize right-of-use (ROU) assets or lease liabilities for leases with a term of twelve months or less. Expense is recognized on a straight-line basis over the lease term for operating leases.

Customer Advances — Customer advances include amounts received in advance of the completion of goods or services. Certain advances in the Vocational segment bear interest at fixed rates determined at the time of the advance.

Other Non-current Liabilities — Other non-current liabilities are comprised principally of the portions of the Company’s lease liabilities, unrecognized tax benefits, pension and other post-employment benefit liabilities, accrued warranty and accrued product liability that are not expected to be settled in the subsequent twelve-month period.

Foreign Currency Translation — All balance sheet accounts have been translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Income statement amounts have been translated using the average exchange rate during the period in which the transactions occurred. Resulting translation adjustments are included in “Other comprehensive income (loss).” Foreign currency transaction gains or losses are included in “Miscellaneous, net” in the Consolidated Statements of Income. The Company recorded a net foreign currency transaction loss of$2.8 million in 2024, a net foreign currency transaction gain of$4.7 million in 2023 and a net foreign currency transaction loss of$6.9 million in 2022.

Derivative Financial Instruments — The Company recognizes all derivative financial instruments, such as foreign exchange contracts, in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments are either recognized periodically in income or in equity as a component of comprehensive income depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or cash flow hedge. Generally, changes in fair values of derivatives accounted for as fair value hedges are recorded in income along with the portions of the changes in the fair values of the hedged items that relate to the hedged risks. Changes in fair values of derivatives accounted for as cash flow hedges, to the extent they are effective as hedges, are initially recorded in other comprehensive income, net of deferred income taxes. Changes in fair value of derivatives not qualifying as hedges are reported in income each period. Cash flows from derivatives that are accounted for as cash flow or fair value hedges are included in the Consolidated Statements of Cash Flows in the same category as the item being hedged.

Concentration of Credit Risk — Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash equivalents, trade accounts receivable, unbilled receivables and guarantees of certain customers’ obligations under deferred payment contracts and lease purchase agreements.

The Company maintains cash and cash equivalents, and other financial instruments, with various major financial institutions. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any institution.

Concentration of credit risk with respect to trade accounts and finance receivables is limited due to the large number of customers and their dispersion across many geographic areas. However, a significant amount of trade accounts receivable and unbilled receivables are with the U.S. government, rental companies globally, municipalities and several large waste haulers in the United States. The Company continues to monitor credit risk associated with its trade receivables.

Concentration of Supply of Labor — At December 31, 2024, approximately 22% of the Company’s workforce was covered under collective bargaining agreements.

Reclassifications — Certain reclassifications have been made to the prior period financial statements to conform with the 2024 presentation and improve comparability between periods. "Intangible asset impairments", which was previously presented within "Other non-cash adjustments" within the Consolidated Statement of Cash Flows, is now presented as a separate line item. "Deferred contract costs", which was previously presented within "Other non-current assets and liabilities" within the Consolidated Statement of Cash Flows, is now presented as a separate line item. "Other current assets" and "Other non-current assets and liabilities", which were previously presented as separate line items within the Consolidated Statements of Cash Flows, are now presented within "Other operating assets and liabilities".

Recent Accounting Pronouncements — In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The standard improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The Company adopted ASU 2023-07 for its 2024 annual report on Form 10-K. The adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The standard requires that public business entities (1) disclose specific categories in the income tax rate reconciliation and (2) provide additional information for reconciling items if the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate. The standard also requires additional disclosures about income taxes paid, the allocation of income or loss from continuing operations disaggregated between domestic and foreign and income tax expense disaggregated by federal, state and foreign. The Company will be required to adopt ASU 2023-09 for its Annual Report on Form 10-K for the year ended December 31, 2025. The Company does not expect the adoption of ASU 2023-09 will have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The Company will be required to adopt ASU 2024-03 for its Annual Report on Form 10-K for the year ended December 31, 2027. The ASU may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

3. Acquisitions and Divestitures

Acquisition of AUSA

On September 3, 2024, the Company acquired 100% of AUSACORP S.L. (AUSA), a privately held Spanish manufacturer of wheeled dumpers, rough terrain forklifts and telehandlers, for €103.6 million ($114.5 million), net of cash acquired. AUSA is part of the Access segment. The results of AUSA have been included in the Company’s Consolidated Statements of Income from the date of acquisition. AUSA had sales of $43.9 million from the acquisition date to December 31, 2024. 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 preliminary fair values of the assets acquired and liabilities assumed as of the date of acquisition (in millions):

The preliminary valuation of intangible assets consisted of the following assets subject to amortization (in millions, except weighted average useful 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 recorded as goodwill, all of which was allocated to the Access segment. The goodwill is primarily the result of expected synergies, including leveraging JLG's brand, channel, e-commerce platform and parts distribution capabilities to increase both sales in North America and aftermarket part sales globally. Goodwill and purchased intangible assets are not deductible for income tax purposes. Amortization expense of purchased intangible assets is primarily recognized on a straight-line basis.

Due to the timing of the acquisition and the nature of the net assets acquired, the purchase price allocations are preliminary at December 31, 2024 and may be subsequently adjusted to reflect the finalization of appraisals and other valuation studies, as well as resolution of customary post-closing adjustments. The Company made certain measurement period adjustments in the fourth quarter of 2024 as a result of appraisals and valuation studies, the most significant of which resulted in an increase in property, plant and equipment of $5.8 million and a decrease in purchased intangible assets of $5.0 million. Selling, general and administrative expense in 2024 included$1.1 million of transaction costs related to the acquisition of AUSA.

Acquisition of AeroTech

On August 1, 2023, the Company acquired 100% of AeroTech from JBT Corporation for $804.6 million. AeroTech, a leading provider of aviation ground support products, gate equipment and airport services provided to commercial airlines, airports, air-freight carriers, ground handling customers and the military, is part of the Vocational segment. The purchase price included $808.0 million in cash, a receivable of $10.0 million for certain post-closing information technology integration costs, a payable of $5.1 million for certain post-closing working capital adjustments and a payable of $1.5 million for required equity replacement awards. During the first quarter of 2024, the Company paid JBT Corporation $5.1 million for post-closing working capital adjustments. The results of AeroTech have been included in the Company’s Consolidated Statements of Income from the date of acquisition. AeroTech had sales of $292.2 million and an operating loss of $5.7 million from the acquisition date to December 31, 2023.

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

The valuation of intangible assets consisted of the following assets subject to amortization (in millions, except weighted average useful 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 recorded as goodwill, all of which was allocated to the Vocational segment. The majority of the goodwill is deductible for income tax purposes. The purchase price allocations were considered final as of June 30, 2024. Selling, general and administrative expense in 2023 included$12.9 million of transaction costs related tothe acquisition of AeroTech.

Unaudited pro forma financial information

The following table presents the supplemental consolidated results of the Company for 2023 and 2022 on an unaudited pro forma basis as if the acquisition of AeroTech had been completed on January 1, 2022 (in millions). Theprimary adjustments reflected in the unaudited pro forma information related to (1) increase in interest expense for debt used to fund the acquisition and lower interest income due to less cash on hand available to be invested, (2) changes related to purchase accounting primarily related to amortization of purchased intangible assets recorded in conjunction with the acquisition and amortization of the inventory fair value step-up recorded as of the acquisition date, and (3) removal of transaction costs related to the acquisition from 2023 (and included in 2022). Adjustments to net income have been reflected net of income tax effects. The unaudited pro forma information does not include any anticipated cost savings or other effects of future integration efforts and does not purport to be indicative of results that actually would have been achieved if the operations were combined during the periods presented and is not intended to be a projection. The unaudited pro forma financial information does not reflect any potential cost savings, operating efficiencies, debt pay down, financial synergies or other strategic benefits as a result of the acquisition or any restructuring costs to achieve those benefits.

Acquisition of Hinowa

In January 2023, the Company acquired Hinowa S.p.A. (Hinowa), an Italian manufacturer of compact crawler booms and tracked equipment, for€171.8 million ($186.8 million), net of cash acquired. Hinowa is part of the Access segment. The results of Hinowa have been included in the Company’s Consolidated Statements of Income from the date of acquisition. Pro forma results of operations have not been presented as the effect of the acquisition is not material to any periods presented.

Divestitures

In March 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, apre-tax loss of $13.3 million was recognized in selling, general and administrative expense during the first quarter of 2023. The rear-discharge concrete mixer business, which was included in the Vocational segment, had sales of $179.5 million in 2022.

In July 2023, the Company completed the sale of its snow removal apparatus business for $17.1 million. Apre-tax gain of $8.0 million was recognized in selling, general and administrative expense during the third quarter of 2023. The snow removal apparatus business, which was included in the Defense segment, had sales of $15.3 million in 2022.

4. Revenue Recognition

The Company utilizes the cost-to-cost method of percentage-of-completion to recognize revenue on the majority of its performance obligations that are satisfied over time because it best depicts the transfer of control to the customer. Under the cost-to-cost method of percentage-of-completion, the Company measures progress based on the ratio of costs incurred to date to total estimated costs for the performance obligation. The Company recognizes changes in estimated sales or costs and the resulting profit or loss on a cumulative basis. Contract adjustments represent the cumulative effect of the changes on prior periods. If a loss is expected on a performance obligation, the complete estimated loss is recorded in the period in which the loss is identified.

There is significant judgment involved in estimating costs, most notably within the Defense segment. Each contract is evaluated to identify risks and estimate revenue and costs. In performing this evaluation, the Defense segment considers risks of contract performance such as technical requirements, schedule, duration and key contract dependencies. Contract estimates are subject to change throughout the duration of the contract as additional information becomes available that impacts risks and estimated revenue and costs. In addition, as contract modifications such as new ordersare received, the additional units are factored into the overall contract estimate of costs and transaction price. During 2024, the Company experienced significant costs to prepare units for acceptance as well as received orders that required loss reserves, resulting in significant unfavorable cumulative catch-up adjustments. During 2022, the Company experienced significant inflation in its material, labor and overhead costs. As some of the Company's contracts include fixed prices, these increases caused significant unfavorable cumulative catch-up adjustments. Net contract adjustments impacted the Company’s results as follows (in millions, except per share amounts):

The Defense segment incurs pre-production engineering, factory setup and other contract fulfillment costs related to products produced for its customers under long-term contracts. An asset is recognized for costs incurred to fulfill an existing contract or highly-probable anticipated contract if such costs generate or enhance resources that will be used in satisfying performance obligations in the future and the costs are expected to be recovered. Costs related to customer-owned tooling that will be used in production and for which the customer has provided a non-cancelable right to use the tooling to perform during the contract term are also recognized as a deferred contract cost asset. Deferred contract costs related to the NGDV contract with the USPS are amortized over the anticipated production volume of the NGDV contract. The Company periodically assesses its contract fulfillment and customer-owned tooling for impairment. The Company didnot recognize any impairment losses on contract fulfillment or customer-owned tooling costs in 2024, 2023 or 2022.

Deferred contract costs, the majority of which are related to the NGDV contract, consisted of the following (in millions):

The Company estimates that approximately $155.0 million of the deferred contract costs would not be absorbed based on existing orders at December 31, 2024.

Changes in the Company’s deferred contract costs were as follows (in millions):

Disaggregation of Revenue

Consolidated net sales disaggregated by segment and timing of revenue recognition are as follows (in millions):

(a)

Results have been reclassified to reflect the change in responsibility for Pratt Miller.

See Note 24 for further disaggregated sales information.

Contract Assets and Contract Liabilities

The timing of billing does not always match the timing of revenue recognition. In instances where the Company recognizes revenue prior to billing, the Company records a contract asset. The Company reduces contract assets when the Company has an unconditional right to payment. The Company periodically assesses its contract assets for impairment. The Company didnot record any impairment losses on contract assets in 2024, 2023 or 2022.

The Company is generally entitled to bill its customers upon satisfaction of its performance obligations, except for its long-term contracts in the Defense segment which typically allow for billing upon acceptance of the finished goods, payments received from customers in advance of performance, payments received for a material right to purchase future goods or services and extended warranties that are billed in advance of the warranty coverage period. Customer payment terms generally do not exceed one year. See Note 9 for additional information on the Company’s receivables balances.

With the exception of Pierce, the Company’s contracts typically do not contain a significant financing component. Pierce customers earn interest on customer advances at a rate determined in a separate financing transaction between Pierce and the customer at contract inception. Interest charges for amounts due on customer advances are recorded in “Interest expense” and were$39.2 million,$25.9 million and$23.4 million in 2024, 2023 and 2022, respectively.

In instances where a customer pays consideration in advance or when the Company is entitled to bill a customer in advance of recognizing the related revenue, the Company records a contract liability. The Company reduces contract liabilities when the Company transfers control of the promised goods and services. Contract assets and liabilities are determined on a net basis for each contract. Contract liabilities consisted of the following (in millions):

Revenue recognized during the period from beginning contract liabilities was as follows (in millions):

The Company offers a variety of service-type warranties, including optionally priced extended warranty programs. Outstanding balances related to service-type warranties are included within contract liabilities. Revenue related to service-type warranties is deferred until after the expiration of the standard warranty period. The revenue is then recognized over the term of the service-type warranty period in proportion to the costs that are expected to be incurred. Changes in the Company’s service-type warranties were as follows (in millions):

Classification of service-type warranties in the Consolidated Balance Sheets consisted of the following (in millions):

Remaining Performance Obligations

As of December 31, 2024, the Company had unsatisfied performance obligations for contracts with an original duration greater than one year totaling$12.11 billion, of which$4.08 billion is expected to be satisfied and recognized in revenue in 2025,$4.01 billion is expected to be satisfied and recognized in revenue in 2026 and$4.02 billion is expected to be satisfied and recognized in revenue beyond 2026.

5. Stock-Based Compensation

In May 2024, the Company's shareholders approved the 2024 Incentive Stock and Awards Plan (the "2024 Stock Plan"). The 2024 Stock Plan replaced the 2017 Incentive Stock Awards Plan (as amended, the "2017 Stock Plan"). While no new awards will be granted under the 2017 Stock Plan, awards previously made under that plan that were outstanding as of the approval date of the 2024 Stock Plan will remain outstanding and continue to be governed by the provisions of that plan. At December 31, 2024, the Company had reserved 3,655,460 shares of Common Stock available for issuance to provide for the issuance of Common Stock under incentive compensation awards and the exercise of outstanding stock options, with 2,613,360 shares remaining available for issuance.

Under the 2024 Stock Plan, officers, directors, including non-employee directors, and employees of the Company may be granted stock options, stock appreciation rights (SAR), performance shares, performance units, shares of Common Stock, restricted stock, restricted stock units (RSU) or other stock-based awards. The 2024 Stock Plan provides for the granting of options to purchase shares of the Company’s Common Stock at not less than the fair market value of such shares on the date of grant. The market value of restricted stock unit awards are determined based on the closing market price of the Company’s Common Stock on the date of grant. Except to the extent vesting is accelerated upon early retirement and except for performance shares and performance units, vesting is based solely on continued service as an employee of the Company. The

Company recognizes stock-based compensation expense over the requisite service period for vesting of an award, or to an employee’s eligible retirement date, if earlier and applicable.

Total stock-based compensation expense was as follows (in millions):

Stock Awards — A summary of the Company’s stock award activity (including shares and units) is as follows:

The total fair value of shares vested was$24.9 million,$18.4 million and$16.3 million in 2024, 2023 and 2022, respectively. The actual income tax benefit realized totaled$3.7 million,$2.8 million and$2.5 million in 2024, 2023 and 2022, respectively.

As of December 31, 2024, total unrecognized compensation cost related to stock awards was$18.8 million, net of estimated forfeitures, which the Company expects to be recognized over a weighted-average period of 2.2 years.

Performance Share Awards — A summary of the Company’s performance share awards activity is as follows.

Performance share awards generally vest over a three-year service period following the grant date. Performance shares vest under three separate sets of measurement criteria. The first type vest only if the Company’s total shareholder return (TSR) over thethree-year term of the awards compares favorably to that of a comparator group of companies. The second type vest only if the Company’s return on invested capital (ROIC) over the vesting period compares favorably to that of a comparator group of companies. The third type vest only if the Company’s actual results for Diversity, Equity and Inclusion and Environmental, Social and Governance (DEI/ESG) measures compare favorably to the targets set by the Company.

Potential payouts range from zero to 200% of the target awards and changes from target amounts are reflected as performance adjustments. Actual payouts for TSR performance share awards vesting were 65%,108% and 83% of target levels in 2024, 2023 and 2022, respectively. Actual payout for the ROIC performance share awards vesting were 138%,129% and 122% of target levels in 2024, 2023 and 2022, respectively. Actual payout for DEI/ESG awards vesting in 2024 was 67%. No DEI/ESG awards vested in 2023 or 2022.

The total fair value of performance shares vested was$5.1 million,$5.1 million and$2.3 million in 2024, 2023 and 2022, respectively. The actual income tax benefit realized totaled$0.1 million,$0.3 million and$0.1 million in 2024, 2023 and 2022, respectively.

As of December 31, 2024, the Company had$9.3 million of unrecognized compensation expense related to performance share awards, which will be recognized over a weighted-average period of 1.7 years.

The grant date fair values of the TSR performance share awards were estimated using a Monte Carlo simulation model utilizing the following weighted-average assumptions:

The Company used its historical stock prices as the basis for the Company’s volatility assumption. The assumed risk-free interest rates were based on U.S. Treasury rates in effect at the time of grant. The expected term was based on the vesting period.

The grant date fair values of the ROIC and DEI/ESG awards were determined based on the Company’s stock price at the time of the grant and the anticipated awards expected to vest. Compensation expense is recorded ratably over the vesting period based on the amount of award that is expected to be earned under the plan formula, adjusted each reporting period based on current information.

Stock Options —No stock options were granted during 2024, 2023 or 2022. A summary of the Company’s stock option activity is as follows:

Aggregate intrinsic value represents the total pre-tax intrinsic value (difference between the Company’s closing stock price on the last trading day of 2024 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2024.

The total intrinsic value of options exercised was$2.0 million,$3.1 million and$1.8 million in 2024, 2023 and 2022, respectively. The actual income tax benefit realized totaled$0.3 million,$0.6 million and$0.4 million in 2024, 2023 and 2022, respectively.

As of December 31, 2024, no unrecognized compensation cost remains related to outstanding stock options.

Cash-Settled Restricted Stock Units — The Company granted cash-settled RSUs to employees of 7,333,8,860 and 11,850 in 2024, 2023 and 2022, respectively. Each RSU award provides recipients the right to receive cash equal to the value of a share of the Company’s Common Stock at predetermined vesting dates. Compensation cost for RSUs is remeasured at each reporting period and is recognized as an expense over the requisite service period. The total value of RSUs vested was$0.5 million,$0.9 million and$0.7 million in 2024, 2023 and 2022, respectively.

6. Employee Benefit Plans

Defined Benefit Plans — Oshkosh Defense and Pierce sponsor defined benefit pension plans for certain employees. The benefits provided are based primarily on years of service and a benefit dollar multiplier. The Company periodically amends the plans, including changing the benefit dollar multipliers and other revisions. In December 2012, salaried participants in the Pierce pension plan no longer receive service credit, other than for vesting purposes. In December 2013, the Pierce pension plan was amended to close participation in the plan for new production employees. In October 2016, the Oshkosh Defense hourly defined benefit pension plan was closed to new production employees.

On July 27, 2021, the Company’s Board of Directors approved a plan to terminate and settle the defined benefit plan related to salaried participants of an Oshkosh defined benefit pension plan. In the fourth quarter of 2022, the Company transferred plan assets to an insurance company that will provide for and pay the remaining benefits to participants and incurred a charge of $33.6 million associated with the settlement of this plan. The pre-tax balance in Accumulated Other Comprehensive Income associated with the plan, along with costs related to the settlement, were recorded as a component of “Miscellaneous, net”, with the related income tax effects recorded in “Provision for income taxes” in the Consolidated Statements of Income.

Determination of defined benefit pension and post-employment benefit plan obligations and their associated expenses requires the use of actuarial valuations to estimate the benefits that employees earn while working, as well as the present value of those benefits. The Company uses the services of independent actuaries to assist with these calculations. The Company determines the discount rate used each year based on the rate of return currently available on a portfolio of high-quality fixed-income investments with a maturity that is consistent with the projected benefit payout period. The Company’s long-term rate of return on assets is based on consideration of historical and forward-looking returns and the current asset allocation strategy. The plans’ expected returns on assets are based on the plans’ historical returns and expected returns for the asset classes in which the plans are invested.

Supplemental Executive Retirement Plans (SERP) — The Company maintains defined benefit and defined contribution SERPs for certain executive officers of Oshkosh and its subsidiaries. In fiscal 2013, the Oshkosh defined benefit SERP was amended to freeze benefits under the plan and executive officers in the defined benefit SERP at that time became eligible for the new Oshkosh defined contribution SERP. At the same time, the Company established a trust to fund obligations under the Oshkosh SERPs. As of December 31, 2024, the trust held assets of$13.6 million. The trust assets are subject to claims of the Company’s creditors. The trust assets are included in “Other current assets” and “Other non-current assets” in the Consolidated Balance Sheets. The Company made contributions to the Oshkosh defined contribution SERP of$1.0 million,$0.4 million and$0.3 million in 2024, 2023 and 2022, respectively.

Post-employment Benefit Plans — Oshkosh and certain of its subsidiaries sponsor multiple post-employment benefit plans for Oshkosh Defense, JLG, and Kewaunee hourly employees, retirees and their spouses. The plans generally provide health benefits based on years of service and date of birth. These plans are unfunded.

Changes in benefit obligations and plan assets, as well as the funded status of the Company’s defined benefit pension plans were as follows (in millions):

Pension benefit plans with accumulated benefit obligations in excess of plan assets consisted of the following (in millions):

Changes in benefit obligations and plan assets, as well as the funded status of the Company’s post-employment benefit plans were as follows (in millions):

The components of net periodic pension benefit cost and net periodic post-employment benefit cost were as follows (in millions):

Components of net periodic benefit cost other than “Service cost” and “Expenses paid” are included in “Miscellaneous, net” in the Consolidated Statements of Income.

Amounts expected to be recognized in pension and supplemental employee retirement plan net periodic benefit costs during 2025 included in “Accumulated other comprehensive loss” in the Consolidated Balance Sheet at December 31, 2024 are prior service costs of$1.6 million ($1.3 million net of tax) and unrecognized net actuarial gains of$5.7 million ($4.4 million net of tax).

The Company’s policy is to fund the pension plans in amounts that comply with contribution limits imposed by law. The Company does not expect to make contributions to its pension plans in 2025.

The Company’s Board of Directors has appointed an Investment Committee (Committee), which consists of members of management, to manage the investment of the Company’s pension plan assets. The Committee has established and operates under an Investment Policy. The Committee determines the asset allocation and target ranges based upon periodic asset/liability studies and capital market projections. The Committee retains external investment managers to invest the assets and an adviser to monitor the performance of the investment managers. The Investment Policy prohibits certain investment transactions, such as commodity contracts, margin transactions, short selling and investments in Company securities, unless the Committee gives prior approval.

The weighted average of the Company’s pension plan asset allocations and target allocations at December 31, 2024 by asset category for the Company's pension plans managed by the Committee, were as follows:

The Company’s pension plan investment strategy is based on an expectation that, over time, equity securities will provide higher returns than debt securities. The plans primarily minimize the risk of larger losses under this strategy through diversification of investments by asset class, by investing in different styles of investment management within the classes and using several investment managers.

The fair value of plan assets by major category and level within the fair value hierarchy was as follows (in millions):

(a)

Primarily valued using a market approach based on the quoted market prices of identical instruments that are actively traded on public exchanges.

(b)

Valuation model looks at underlying security “best” price, exchange rate for underlying security’s currency against the U.S. dollar and ratio of underlying security to American depository receipt.

(c)

These investments consist of debt securities issued by the U.S. Treasury, U.S. government agencies and U.S. government-sponsored enterprises and have a variety of structures, coupon rates and maturities. These investments are considered to have low default risk as they are guaranteed by the U.S. government. Fixed income securities are primarily valued using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported trades.

(d)

These investments consist of debt obligations issued by a variety of private and public corporations. These are investment grade securities which historically have provided a steady stream of income. Fixed income securities are primarily valued using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported trades.

(e)

These investments largely consist of short-term investment funds and are valued using a market approach based on the quoted market prices of identical instruments.

(f)

These investments consist of common collective trusts that are valued based on NAV. NAV is based on the fair value of each fund’s underlying investments. In accordance with ASC Subtopic 820-10, certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

The Company’s estimated future benefit payments under Company sponsored plans were as follows (in millions):

Multi-Employer Pension Plans — The Company participates in the Boilermaker-Blacksmith National Pension Trust (Employer Identification Number 48-6168020), a multi-employer defined benefit pension plan related to collective bargaining employees at the Company’s Kewaunee facility. The Company’s contributions and pension benefits payable under the plan and the administration of the plan are determined by the terms of the related collective-bargaining agreement, which expires on May 1, 2027. The multi-employer plan poses different risks to the Company than single-employer plans in the following respects:

1. The Company’s contributions to the multi-employer plan may be used to provide benefits to all participating employees of the program, including employees of other employers.

2. In the event that another participating employer ceases contributions to the multi-employer plan, the Company may be responsible for any unfunded obligations along with the remaining participating employers.

3. If the Company chooses to withdraw from the multi-employer plan, the Company may be required to pay a withdrawal liability based on the underfunded status of the plan at that time.

The plan-certified zone status (as defined by the Pension Protection Act of 2006) has been Red since January 2023. Accordingly, the plan has implemented a financial improvement plan. The Company’s contributions to the multi-employer plan did not exceed 5% of the total plan contributions. The Company made contributions to the plan of$1.2 million,$1.1 million and$1.2 million in 2024, 2023 and 2022, respectively.

401(k) and Defined Contribution Pension Replacement Plans — The Company has defined contribution 401(k) plans for substantially all domestic employees. The plans allow employees to defer 2% to 100% of their income on a pre-tax basis. Each employee who elects to participate is eligible to receive Company matching contributions, which are based on employee contributions to the plans, subject to certain limitations. For certain businesses, in addition to matching contributions, the company also contributes between 2% and 6% of an employee’s base pay, depending on age. Amounts expensed for Company matching and discretionary contributions were$61.2 million,$58.7 million and$50.2 million in 2024, 2023 and 2022, respectively.

7. Income Taxes

Pre-tax income was taxed in the following jurisdictions (in millions):

Significant components of the provision for income taxes were as follows (in millions):

The reconciliation of income tax computed at the U.S. federal statutory tax rates to income tax expense was:

Foreign taxes in 2022 reflected a charge of $31.3 million as the Company revised its interpretation of certain foreign anti-hybrid tax legislation based upon comments from the corresponding taxing authorities, of which $18.1 million related to prior periods.

The Company recorded a net discrete tax benefit of $2.4 million in 2024 primarily as a result of a $3.2 million discrete tax benefit for the purchase of discounted federal tax credits. The Company recorded a net discrete tax benefit of $2.7 million in 2023 primarily as a result of the release of reserves due to the expiration of statutes of limitations in foreign jurisdictions. The Company recorded net discrete tax charges of $18.9 million in 2022, which included a discrete tax charge of $18.1 million related to anti-hybrid taxes.

Cash paid for income taxes, net of refunds disclosed on the Consolidate Statement of Cash Flows includes cash paid for the purchase of transferable tax credits of $68.3 million and $6.8 million in 2024 and 2023, respectively.

Deferred income tax assets and liabilities were comprised of the following (in millions):

Deferred tax assets for research & development expenses have increased since 2022 due to changes in U.S. tax law related to the amortization of such costs. Deferred tax liabilities for property, plant and equipment increased in 2024 primarily due to accelerated tax depreciation for assets placed in service for the production of NGDVs.

The net deferred tax asset is classified in the Consolidated Balance Sheets as follows (in millions):

As of December 31, 2024, the Company had$24.2 million of net operating loss carryforwards available to reduce future taxable income of certain foreign subsidiaries in countries which allow such losses to be carried forward anywhere from five years to an unlimited period. In addition, the Company had$206.3 million of state net operating loss carryforwards, which can be carried forward anywhere from fifteen years to an unlimited period and state credit carryforwards of$30.7 million, which are subject to expiration in 2029 to 2039. Deferred tax assets for foreign net operating loss carryforwards, state net operating loss carryforwards, state tax credit carryforwards and foreign tax credit carryforwards were$6.1 million,$8.8 million,$19.1 million and$10.8 million, respectively, as of December 31, 2024. Amounts are reviewed for recoverability based on historical taxable income, the expected reversals of existing temporary differences, tax-planning strategies and projections of future taxable income. The Company maintains a valuation allowances against domestic deferred tax assets, state tax credit carryforwards, foreign net deferred tax assets, including net operating losses, and foreign tax credit deferred tax assets of$4.8 million,$0.2 million,$4.9 million and$8.0 million, respectively, as of December 31, 2024.

At December 31, 2024, the Company had undistributed earnings of$491.7 million from its investment in non-U.S. subsidiaries. The Company has not recognized deferred tax liabilities for temporary differences related to the Company’s foreign operations as the Company considers that its undistributed earnings are intended to be indefinitely reinvested. Should the Company’s undistributed earnings from its investment in non-U.S. subsidiaries be distributed in the future in the form of dividends or otherwise, the Company may be subject to foreign and domestic income taxes and withholding taxes estimated at $26.1 million, including the impact of the regulations discussed below.

On August 21, 2020, the U.S. Treasury Department and the U.S. Internal Revenue Service (IRS) released final regulations related to the Tax Reform Act (the “tax regulations”) and the foreign dividends received deduction and global intangible low-taxed income. The tax regulations contained language that modified certain provisions of the Tax Reform Act and previously issued guidance and are effective retroactively to the Company’s fiscal 2018 tax year and purport to cause certain intercompany transactions the Company engaged in during 2018 to produce U.S. taxable income upon a subsequent distribution from a controlled foreign corporation. The Company has analyzed the tax regulations and concluded that the U.S. Treasury Department exceeded regulatory authority and that the tax regulations are contrary to the congressional intent of the underlying statute. The Company believes it has strong arguments in favor of its position and that it has met the more likely than not recognition threshold that its position will be sustained. The Company intends to vigorously defend its position, however, due to the uncertainty involved in challenging the validity of regulations as well as a potential litigation process, there can be no assurances that the tax regulations will be invalidated, modified or that a court of law will rule in favor of the Company. An unfavorable resolution of this issue would result in $19.0 million of tax liability if the Company were to distribute the earnings to the United States, which is included in the $26.1 million disclosed withholding tax above.

A reconciliation of gross unrecognized tax benefits, excluding interest and penalties, was as follows (in millions):

As of December 31, 2024, net unrecognized tax benefits of$52.9 million would affect the Company’s effective tax rate if recognized. The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits in the “Provision for income taxes” in the Consolidated Statements of Income. The Company recognized net interest and penalties expense of$4.0 million, income of$0.3 million and expense of$0.1 million in 2024, 2023 and 2022, respectively. The Company had accruals for the payment of interest and penalties of$11.8 million and$7.9 million at December 31, 2024 and 2023, respectively. During 2025, it is reasonably possible that federal, state and foreign tax audit resolutions could reduce unrecognized tax benefits by$23.7 million, either because the Company’s tax positions are sustained on audit, because the Company agrees to their disallowance or the statute of limitations closes.

The Company files federal income tax returns, as well as multiple state, local and non-U.S. jurisdiction tax returns. The Company is regularly audited by federal, state and foreign tax authorities. As of December 31, 2024, tax years open for examination under applicable statutes were as follows:

8. Earnings Per Share

The following are the computations for basic and diluted earnings per share (in millions, except share and per share amounts):

Shares not included in the computation of diluted earnings per share attributable to common shareholders because they would have been anti-dilutive were 23,798,50,337 and 152,698 in 2024, 2023 and 2022, respectively.

9. Receivables

Receivables consisted of the following (in millions):

Classification of receivables in the Consolidated Balance Sheets consisted of the following (in millions):

Changes in the Company’s allowance for doubtful accounts were as follows (in millions):

10. Inventories

Inventories consisted of the following (in millions):

11. Property, Plant and Equipment

Property, plant and equipment consisted of the following (in millions):

Depreciation expense was$115.0 million,$103.2 million and$84.7 million in 2024, 2023 and 2022, respectively.

12. Goodwill and Purchased Intangible Assets

The following table presents changes in goodwill by segment (in millions):

See Note 3 for additional information regarding goodwill related to acquisitions.

The following table presents details of the Company’s goodwill allocated to the reportable segments (in millions):

Goodwill and other indefinite-lived intangible assets are not amortized but are assessed for impairment annually or more frequently if potential interim indicators exist that could result in impairment. The Company performs its annual impairment test in the fourth quarter.

The Company assessed the Pratt Miller reporting unit for impairment during the second quarter of 2024 as a result of unfavorable performance compared to forecast and adverse market conditions related to mobility and motorsports leading to a decline in the Company's expectations of future performance. For the income approach, a discount rate of 13.0% (14.0% at October 1, 2023) and a terminal growth rate of 3.0% (3.0% at October 1, 2023) were used. Changes in estimates or the application of alternative assumptions could have produced significantly different results. As a result of the assessment, the Company recorded a goodwill impairment charge of $38.7 million in the second quarter of 2024 within "Intangible asset impairments" in the Consolidated Statement of Income.

The Company performed its annual impairment review relative to goodwill and indefinite-lived intangible assets (principally non-amortizable trade names) as of October 1, 2024. To derive the fair value of its reporting units, the Company utilized both the income and market approaches. For the annual impairment testing, the Company used a discount rate, depending on the reporting unit, of 13.0% to 17.0% (12.0% to 14.5% at October 1, 2023) and a terminal growth rate of 3.0% (3.0% at October 1, 2023). Under the market approach, the Company derived the fair value of its reporting units based on revenue and earnings multiples of comparable publicly traded companies. As a corroborative source of information, the Company reconciles its estimated fair value to within a reasonable range of its market capitalization, which includes an assumed control premium (an adjustment reflecting an estimated fair value on a controlling basis), to verify the reasonableness of the fair value of its reporting units obtained through the aforementioned methods. The control premium is estimated based upon control premiums observed in comparable market transactions. To derive the fair value of its trade names, the Company utilized the “relief-from-royalty” approach. The Company’s annual impairment assessment indicated that no further impairments to goodwill or indefinite-lived intangible assets were required. The estimated fair value exceeded the carrying value by more than 10% for all reporting units exceptone. Changes in estimates or the application of alternative assumptions could have produced significantly different results. For example, an increase in the discount rate of 100 basis points or a decrease in the terminal growth rate of 200 basis points would likely have caused impairment of a reporting unit in the Vocational segment. That reporting unit had $262.0 million of goodwill at December 31, 2024.

At December 31, 2024, approximately 77% of the Company’s recorded goodwill and indefinite-lived intangible assets were concentrated within the JLG reporting unit in the Access segment. Assumptions utilized in the impairment analysis are highly judgmental. While the Company currently believes that an impairment of intangible assets at JLG is unlikely, events and conditions that could result in the impairment of intangibles at JLG include a sharp prolonged decline in economic conditions, significantly increased pricing pressure on JLG’s margins or other factors leading to reductions in expected long-term sales or profitability at JLG.

Details of the Company’s purchased intangible assets are as follows (in millions):

In conjunction with Pratt Miller's goodwill impairment testing, Pratt Miller's purchased intangibles were also assessed for impairment. The Company used the relief-from-royalty and multiple-period excess earnings approaches to estimate the fair value of a trade name and customer relationship, respectively. As a result of the assessments, the Company recorded impairment charges of $8.8 million related to the trade name and $4.1 million related to the customer relationship within "Intangible asset impairments" in the Consolidated Statement of Income during the second quarter of 2024.

Amortization of purchased intangible assets was$64.9 million (including$10.2 million that was recognized in "Cost of sales" in the Consolidated Statements of Income),$41.7 million (including$8.9 million that was recognized in "Cost of sales" in the Consolidated Statements of Income) and$11.6 million in 2024, 2023 and 2022, respectively.

Estimated future amortization expense for purchased intangible assets for the next five years are as follows (in millions):

13. Leases

The components of lease costs were as follows (in millions):

Supplemental information related to leases was as follows (in millions, except term and rate amounts):

The supplemental cash flow information related to leases is as follows (in millions):

The table below presents the right of use asset balance for leases disaggregated by type of lease (in millions):

Maturities of lease liabilities at December 31, 2024 and minimum payments for leases having initial or remaining non-cancelable terms in excess of one year were as follows (in millions):

14. Investments in Unconsolidated Affiliates

Equity method investments — Investments in equity securities where the Company’s ownership interest exceeds 20% and the Company does not have a controlling interest or where the ownership is less than 20% and for which the Company has significant influence are accounted for using the equity method. Investments in limited partnerships or limited liability companies that maintain separate ownership accounts are also accounted for using the equity method unless the Company's interest is so minor that it has virtually no influence over the investee's operating and financial policies.

Investments in unconsolidated affiliates accounted for under the equity method consisted of the following (in millions):

Recorded investments generally represent the Company’s maximum exposure to loss as a result of the Company’s ownership interest. Earnings or losses are reflected in “Losses of unconsolidated affiliates” in the Consolidated Statements of Income. Due to the timing and availability of information, earnings or losses from unconsolidated affiliates accounted for using the equity method are recorded on a three-month lag.

In the second quarter of 2024, the Company recorded an impairment related to its investment in Forterra (previously Robotic Research LLC)of $6.6 million. In the first quarter of 2023, the Company wrote down its 49% interest in the Mezcladoras Trailers de Mexico, S.A. de C.V. (Mezcladoras) joint venture by $5.9 million based on the estimated fair market value of the investment. In the third quarter of 2023, the Company completed the sale of Mezcladoras for $2.9 million, resulting in an additional loss of $1.9 million, primarily to eliminate the cumulative translation adjustments related to Mezcladoras upon liquidation of the investment.

Investments in equity securities — Investments in equity securities where the Company does not have a controlling interest or significant influence are recorded at fair value to the extent it is readily determinable. Investments in equity securities without a readily determinable fair value are recorded at cost and adjusted for any impairments and any observable price changes in orderly transactions for the identical or a similar investment of the same issuer should they occur. Gains or losses are reflected in “Miscellaneous, net” in the Consolidated Statements of Income.

Investments in unconsolidated affiliates not accounted for under the equity method with a readily determinable fair value consisted of the following (in millions):

Investments in unconsolidated affiliates not accounted for under the equity method without a readily determinable fair value consisted of the following (in millions):

15. Other Non-Current Assets

Other non-current assets consisted of the following (in millions):

The rabbi trust holds investments to fund certain of the Company's obligations under its nonqualified SERP. Rabbi trust investments include money market and mutual funds. The rabbi trust assets are subject to claims of the Company's creditors.

16. Debt

The Company was obligated under the following debt instruments (in millions):

On March 23, 2022, the Company entered into a Third Amended and Restated Credit Agreement with various lenders (the “Credit Agreement”). The Credit Agreement provides for an unsecured revolving credit facility (the “Revolving Credit Facility”) that matures in March 2027 with an initial maximum aggregate amount of availability of $1.10 billion. On April 3, 2024, the Company amended the Credit Agreement to increase the maximum aggregate amount of availability under the Revolving Credit Facility to$1.55 billion. At December 31, 2024, borrowings under the Revolving Credit Facility of$360.0 million and specified outstanding letters of credit of$26.3 million reduced available capacity under the Revolving Credit Facility to$1.16 billion.

Under the Credit Agreement, the Company is obligated to pay (i) an unused commitment fee ranging from 0.080% to 0.225% per annum of the average daily unused portion of the aggregate revolving credit commitments under the Credit Agreement and (ii) a fee ranging from 0.438% to 1.500% per annum of the maximum amount available to be drawn for each letter of credit issued and outstanding under the Credit Agreement.

Borrowings under the Credit Agreement bear interest for dollar-denominated loans at a variable rate equal to (i) Term SOFR (the forward-looking secured overnight financing rate) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied, or (ii) the base rate (which is the highest of (x) Bank of America, N.A.’s prime rate, (y) the federal funds rate plus 0.50% or (z) the sum of 1.00% plus one-month Term SOFR) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied. At December 31, 2024, the interest spread on the Revolving Credit Facility was 112.5 basis points, resulting in an interest rate of 5.6%.

The Credit Agreement contains various restrictions and covenants, including a requirement that the Company maintain a leverage ratio at certain levels, subject to certain exceptions, restrictions on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, incur additional subsidiary indebtedness and consummate acquisitions and a restriction on the disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole.

The Credit Agreement requires the Company to maintain a maximum leverage ratio (defined as, with certain adjustments, the ratio of the Company’s consolidated indebtedness to the Company’s consolidated net income for the previous four quarters before interest, taxes, depreciation, amortization, non-cash charges and certain other items (EBITDA)) as of the last day of any quarter of 3.75 to 1.00, subject to the Company’s right to temporarily increase the maximum leverage ratio to 4.25 to 1.00 in connection with certain material acquisitions. The Company was in compliance with the financial covenant contained in the Credit Agreement as of December 31, 2024.

As of December 31, 2024, AUSA has outstanding debt of €2.9 million ($3.0 million) with a weighted average interest rate of 0.05%. As of December 31, 2024, Hinowa has outstanding debt of €2.2 million ($2.2 million) with a weighted average interest rate of 1.38%.

In September 2019, the Company entered into an uncommitted line of credit to provide short-term finance support to operations in China. The line of credit carries a maximum availability of 426.0 million Chinese renminbi. There wereno amounts outstanding on the line of credit as of December 31, 2024 or December 31, 2023. The line of credit carries a variable interest rate that is set by the lender, which was 3.6% at December 31, 2024.

In May 2018, the Company issued $300.0 million of 4.60% unsecured senior notes due May 15, 2028 (the “2028 Senior Notes”). In February 2020, the Company issued $300.0 million of 3.10% unsecured senior notes due March 1, 2030 (the “2030 Senior Notes”). The 2028 Senior Notes and the 2030 Senior Notes were issued pursuant to an indenture (the “Indenture”) between the Company and a trustee. The Indenture contains customary affirmative and negative covenants. The Company has the option to redeem the 2028 and 2030 Senior Notes at any time for a premium.

The fair value of the long-term debt is estimated based upon Level 2 inputs to reflect the market rate of the Company’s debt. At December 31, 2024, the fair value of the 2028 Senior Notes and the 2030 Senior Notes was estimated to be$296 million ($295 million at December 31, 2023) and$273 million ($269 million at December 31, 2023), respectively. The fair values of the Revolving Credit Facility approximated its carrying values at December 31, 2024 and 2023. See Note 23 for the definition of a Level 2 input.

17. Warranties

The Company’s products generally carry standard warranties that extend fromsix months tofive years, based on terms that are generally accepted in the marketplace. Selected components (such as engines, transmissions, batteries, tires, etc.) included in the Company’s end products may include manufacturers’ warranties. These manufacturers’ warranties are generally passed on to the end customer of the Company’s products, and the customer would generally deal directly with the component manufacturer. Warranty costs were$67.8 million,$51.8 million and$50.8 million in 2024, 2023 and 2022, respectively.

Provisions for estimated warranty and other related costs are recorded at the time of sale and are periodically adjusted to reflect actual experience. Certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation. At times, warranty issues arise that are beyond the scope of the Company’s historical experience. It is reasonably possible that additional warranty and other related claims could arise from disputes or other matters in excess of amounts accrued; however, the Company does not expect that any such amounts, while not determinable, would have a material effect on the Company's consolidated financial condition, results of operations or cash flows.

Changes in the Company’s assurance-type warranty liabilities were as follows (in millions):

The liabilities associated with service-type warranties are disclosed in Note 4.

18. Guarantees

Customers of the Company, from time to time, may fund purchases from the Company through third-party finance companies. In certain instances, the Company may be requested to provide support for these arrangements through credit or residual value guarantees, by which the Company agrees to make payments to the finance companies in certain circumstances as further described below.

Credit Guarantees: The Company is party to multiple agreements whereby at December 31, 2024, the Company guaranteed an aggregate of$596.1 million in indebtedness of customers. At December 31, 2024, the Company estimated that its maximum loss exposure under these contracts was$95.5 million. Terms of these guarantees coincide with the financing arranged by the customer and generally do not exceed five years. Under the terms of these agreements and upon the occurrence of certain events, the Company generally has the ability to, among other things, take possession of the underlying collateral. If the financial condition of the customers were to deteriorate and result in their inability to make payments, then loss provisions in excess of amounts provided for at inception may be required. Given the Company’s position as original equipment manufacturer and its knowledge of end markets, the Company, when called upon to fulfill a guarantee, generally has been able to liquidate the financed equipment at a minimal loss, if any, to the Company. While the Company does not expect to experience losses under these agreements that are materially in excess of the amounts reserved, it cannot provide any assurance that the financial condition of the third parties will not deteriorate resulting in the third parties’ inability to meet their obligations. In the event that this occurs, the Company cannot guarantee that the collateral underlying the agreements will be sufficient to avoid losses materially in excess of the amounts reserved. Any losses under these guarantees would generally be mitigated by the value of any underlying collateral, including financed equipment. During periods of economic weakness, collateral values generally decline and can contribute to higher exposure to losses.

Residual Value Guarantees: The Company is party to multiple agreements whereby at December 31, 2024, the Company guaranteed to support an aggregate of$101.2 million of customer equipment value. At December 31, 2024, the Company estimated that its maximum loss exposure under these contracts was$11.4 million. Terms of these guarantees coincide with the financing arranged by the customer and generally do not exceed five years. Under the terms of these agreements, the Company guarantees that a piece of equipment will have a minimum residual value at a future date. If the counterparty is not able to recover the agreed upon residual value through sale, or alternative disposition, the Company is responsible for a portion of the shortfall. The Company is generally able to mitigate a portion of the risk associated with these guarantees by staggering the maturity terms of the guarantees, diversification of the portfolio and leveraging knowledge gained through the Company’s own experience in the used equipment markets. There can be no assurance the Company’s historical experience in used equipment markets will be indicative of future results. The Company’s ability to recover losses experienced from its guarantees may be affected by economic conditions in used equipment markets at the time of loss. During periods of economic weakness, residual values generally decline and can contribute to higher exposure to losses.

The Company’s stand ready obligations (non-contingent) to perform under guarantees were$12.1 million and$12.4 million at December 31, 2024 and 2023, respectively.

The contingent portion of the guarantee liabilities that relates to credit losses is recognized separately and is recorded within “Other current liabilities” and “Other non-current liabilities” in the Company’s Consolidated Balance Sheets. The Company’s off-balance sheet credit loss exposure (contingent) related to its guarantees were$5.3 million and$5.8 million at December 31, 2024 and 2023, respectively.

19. Commitments and Contingencies

Personal Injury Actions and Other — Product and general liability claims are made against the Company from time to time in the ordinary course of business. The Company is generally self-insured for claims up to$10.0 million per claim ($5.0 million per claim prior to April 1, 2024) and a reserve is maintained for the estimated costs of such claims. At December 31, 2024 and 2023, the estimated net liabilities for product and general liability claims totaled$45.2 million and$50.1 million, respectively. There is inherent uncertainty as to the eventual resolution of unsettled claims. Management, however, believes that any losses in excess of established reserves will not have a material effect on the Company’s financial condition, results of operations or cash flows.

Market Risks — The Company was contingently liable under bid, performance and specialty bonds totaling$2.86 billion and$2.58 billion at December 31, 2024 and 2023, respectively. Outstanding letters of credit issued by the Company’s banks in favor of third parties totaled$46.5 million and$18.2 million at December 31, 2024 and 2023, respectively.

Other Matters — The Company is subject to environmental matters and legal proceedings and claims, including patent, antitrust, product liability, warranty and state dealership regulation compliance proceedings that arise in the ordinary course of business. Although the final results of such matters and claims cannot be predicted with certainty, management believes that the ultimate resolution will not have a material effect on the Company’s financial condition, results of operations or cash flows. Actual results could vary, among other things, due to the uncertainties involved in litigation.

Certain risks are inherent in doing business with the DoD, including technological changes and changes in levels of defense spending. The USPS and all DoD contracts contain a provision that they may be terminated at any time at the convenience of the customer. In such an event, the Company is entitled to recover allowable costs plus a reasonable profit earned to the date of termination. Major contracts for defense, delivery and other specialty vehicles and mobility systems are performed over extended periods of time and are subject to changes in scope of work and delivery schedules. Pricing negotiations on changes and settlement of claims often extend over prolonged periods of time. The Company’s ultimate profitability on such contracts may depend on the eventual outcome of an equitable settlement of contractual issues with the Company’s customers.

Because the Company is a relatively large defense contractor, the Company’s U.S. government contract operations are subject to extensive annual audit processes and to U.S. government investigations of business practices and cost classifications from which legal or administrative proceedings can result. Based on U.S. government procurement regulations, under certain circumstances the Company could be fined, as well as suspended or debarred from U.S. government contracting. During a suspension or debarment, the Company would also be prohibited from selling equipment or services to customers that depend on loans or financial commitments from the Export-Import Bank, Overseas Private Investment Corporation and similar U.S. government agencies.

20. Shareholders’ Equity

Changes to the Company's common shares outstanding were as follows (in shares):

In May 2022, the Board of Directors authorized the Company to repurchase of 12,000,000 shares of Common Stock. As of December 31, 2024,10,226,408 shares of Common Stock remain under this authority.

21. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component, net of tax, were as follows (in millions):

Reclassifications out of accumulated other comprehensive income (loss) included in the computation of net periodic pension and post-employment benefit cost (See Note 6 for additional details regarding employee benefit plans) are included within "Miscellaneous, net" within the Consolidated Statements of Income and were as follows (in millions):

22. Derivative Financial Instruments and Hedging Activities

The Company uses forward foreign currency exchange contracts (derivatives) to reduce the exchange rate risk of specific foreign currency denominated transactions. These derivatives typically require the exchange of a foreign currency for U.S. dollars at a fixed rate at a future date. At times, the Company has designated these hedges as either cash flow hedges or fair value hedges under FASB ASC Topic 815, Derivatives and Hedging, as follows:

Fair Value Hedging Strategy: The Company enters into forward foreign exchange contracts to hedge firm commitments denominated in foreign currencies. The purpose of the Company’s foreign currency hedging activities is to protect the Company from risk that the eventual U.S. dollar-equivalent cash flows from the sale of products to international customers will be adversely affected by changes in exchange rates.

Cash Flow Hedging Strategy: To protect against the impact of movements in foreign exchange rates on forecasted purchases or sales transactions denominated in foreign currency, the Company has a foreign currency cash flow hedging program. The Company hedges portions of its forecasted transactions denominated in foreign currency with forward contracts.

At December 31, 2024, the total notional U.S. dollar equivalent of outstanding forward foreign exchange contracts designated as hedges in accordance with ASC Topic 815 was$29.4 million. Net gains or losses related to these contracts are recorded within the same line item in the Consolidated Statements of Income impacted by the hedged item. The maximum length of time the Company is hedging its exposure to the variability in future cash flows is two years.

The Company enters into forward foreign currency exchange contracts to create economic hedges to manage foreign exchange risk exposure associated with non-functional currency denominated receivables and payables resulting from global sales and sourcing activities. The Company has not designated these derivative contracts as hedge transactions under FASB ASC Topic 815, and accordingly, the mark-to-market impact of these derivatives is recorded each period in current earnings within “Miscellaneous, net” in the Consolidated Statements of Income. The fair value of foreign currency related derivatives is included in the Consolidated Balance Sheets in “Other current assets” and “Other current liabilities.” At December 31, 2024, the U.S. dollar equivalent of these outstanding forward foreign exchange contracts totaled$79.4 million in notional amounts covering a variety of foreign currency exposures.

The fair values of all open derivative instruments were as follows (in millions):

The pre-tax effects of derivative instruments consisted of the following (in millions):

23. Fair Value Measurement

FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date. FASB ASC Topic 820 requires disclosures that categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment.

The three levels are defined as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than quoted prices in active markets for identical assets or liabilities, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

The fair values of the Company’s financial assets and liabilities were as follows (in millions):

(a)

Represents investments held in a rabbi trust for the Company’s non-qualified supplemental executive retirement plan (SERP). The fair values of these investments are determined using a market approach. Investments include money markets and mutual funds for which quoted prices in active markets are available. Rabbi trust assets are subject to claims of the Company's creditors. The Company records changes in the fair value of investments in “Miscellaneous, net” in the Consolidated Statements of Income.

(b)

Represents investments in equity securities for which quoted prices in active markets are available. The Company records changes in the fair value of investments in “Miscellaneous, net” in the Consolidated Statements of Income.

(c)

Based on observable market transactions of forward currency prices.

See Notes 6, 14 and 16 for fair value information related to pension assets, investments and debt.

Items Measured at Fair Value on a Nonrecurring Basis— In addition to items that are measured at fair value on a recurring basis, the Company also has assets and liabilities in its balance sheet that are measured at fair value on a nonrecurring basis. As these assets and liabilities are not measured at fair value on a recurring basis, they are not included in the tables above. Assets and liabilities that are measured at fair value on a nonrecurring basis include long-lived assets (See Note 3 for fair value of assets acquired and liabilities assumed through acquisitions and Note 12 for impairment valuation analysis of intangible assets). The

Companyhas determined that the fair value measurements related to each of these assets rely primarily on Company-specific inputs and the Company’s assumptions about the use of the assets, as observable inputs are not available. As such, the Company has determined that each of these fair value measurements reside within Level 3 of the fair value hierarchy.

24. Business Segment Information

The Chief Executive Officer is the Company's Chief Operating Decision Maker (CODM). The CODM uses operating income to measure performance of the Company's segments, allocate resources and make operating decisions. Operating income is utilized during the Company’s budgeting and forecasting process to assess segment profitability and enable decision making regarding strategic initiatives, capital investments and other resources. The CODM regularly evaluates operating income compared to prior year and forecasted results. The Company’s reportable segments, which are organized on the basis of similar products, markets and operating factors, are as follows:

Access: This segment consists of the JLG and Jerr-Dan brands. JLG designs and manufactures mobile aerial work platforms and telehandlers and low-level access solutions that are sold worldwide for use in a wide variety of construction, industrial, institutional and general maintenance applications to position workers and materials at elevated heights. JerrDan designs and manufactures towing and recovery vehicles. Access customers include equipment rental companies, construction contractors, manufacturing companies, home improvement centers and towing companies.

Vocational: This segment includes the Pierce, Maxi-Metal, Oshkosh AeroTech, Oshkosh Airport Products, McNeilus, IMT, Frontline and Oshkosh S-Series brands. Pierce and Maxi-Metal design and manufacture commercial and customer fire apparatus vehicles primarily for fire departments, airports and other governmental units. Oshkosh AeroTech and Oshkosh Airport Products design and manufacture aviation ground support products, gate equipment and aircraft rescue and firefighting vehicles and provide airport services to commercial airlines, airports, air-freight carriers, ground handling customers and militaries. McNeilus designs and manufactures refuse and recycling collection vehicles. IMT designs and manufactures field service vehicles and truck-mounted cranes for niche markets. Frontline designs and manufactures simulators, command vehicles and other communication vehicles. Oshkosh S-Series designs and manufactures front-discharge concrete mixer vehicles.

Defense: This segment consists of the Oshkosh Defense brand. Oshkosh Defense designs and manufactures tactical wheeled vehicles and supply parts and services for the U.S. military and for other militaries around the world, as well as delivery vehicles for the USPS. Sales to the U.S. Government accounted for 96%,84% and 95% of the segment's sales in 2024, 2023 and 2022, respectively.

In accordance with FASB ASC Topic 280, Segment Reporting, for purposes of business segment performance measurement, the Company does not allocate to individual business segments costs or items that are of a non-operating nature or organizational or functional expenses of a corporate nature. The caption “Corporate and other” includes Pratt Miller, corporate office expenses, certain new product development costs, stock-based compensation, costs of certain business initiatives and shared services or operations benefiting multiple segments and results of insignificant operations.

The accounting policies of the reportable segments are the same as those described in Note 2.

Selected financial information relating to the Company’s reportable segments and product lines is as follows (in millions):

(d)

Resultsfor 2023 and 2022 have been reclassified to reflect the separate presentation of the airport products product line.

(e)

Results for 2023 and 2022 have been reclassified to reflect the move of Pratt Miller from the Defense segment to Corporate and Other.

(a)

(b)

Access results include $4.2 million of amortization of inventory fair value step-up.

(a)

(b)

(c)

Vocational results include a loss of $13.3 million on the sale of the rear-discharge mixer business, acquisition costs of $12.9 million related to the acquisition of AeroTech, $7.1 million of amortization of inventory fair value step-up andrestructuring costs of $3.0 million. Defense results include a gain of $8.0 million on the sale of the snow removal apparatus business.

(d)

Includes a gain of $4.7 million on the settlement of a claim with the Company's pension advisor.

(a)

(b)

(c)

Access results include expense of $4.6 million to eliminate cumulative translation adjustments for liquidation of foreign entities.

(d)

Includes a $33.6 million charge from the settlement of a frozen pension plan.

(a)

Results for 2023 and 2022 have been reclassified to reflect the move of Pratt Miller from the Defense segment to Corporate and Other.

(b)

Capital expenditures include both the purchase of property, plant and equipment and equipment held for rental.

The following tables provide long-lived asset by country in which the Company operates. Long-lived assets include property, plant and equipment, deferred contract costs and right of use assets.

(a)

Total assets by segment are not disclosed as the Company's chief operating decision maker does not use total assets by segment to evaluate segment performance or allocate resources and capital.

The following tables present net sales by geographic region based on product shipment destination (in millions):

(a)

The Company derived a significant portion of its revenue from the U.S. Government, as follows (in millions):

No other customer represented more than 10% of sales.