# Oshkosh Corp: Form 10-Q for the period ended Mar 31, 2025

- Company: [Oshkosh Corp](/companies/osk.md) (CIK 775158)
- Form: 10-Q
- Filed: 2025-04-30
- Accepted by EDGAR: Apr 30, 2025, 15:48 ET
- Period: 2025-03-31
- Accession: 0000950170-25-060988
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/775158/000095017025060988/osk-20250331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/775158/000095017025060988/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $2.31bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-01-01 to 2025-03-31 | $1.91bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-01-01 to 2025-03-31 | $399.9m | us-gaap:GrossProfit |
| Research and development | 3 months, 2025-01-01 to 2025-03-31 | $48.8m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2025-01-01 to 2025-03-31 | $211.0m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | $175.4m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $36.8m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | $112.2m | us-gaap:ProfitLoss |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 65,072,359 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | −$394.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $40.3m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2025-01-01 to 2025-03-31 | $32.9m | us-gaap:PaymentsOfDividends |
| Share repurchases | 3 months, 2025-01-01 to 2025-03-31 | $28.7m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-03-31 | $210.3m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-03-31 | $4.85bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $9.76bn | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $2.75bn | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2025-03-31 | $1.10bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-03-31 | $378.5m | us-gaap:DebtCurrent |
| Shareholders' equity | at 2025-03-31 | $4.23bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 30,558 characters.

### Cautionary Statement About Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Quarterly Report on Form 10-Q contain statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q, including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, including those under the caption “Overview,” are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan” or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the cyclical nature of the Company’s access equipment, fire apparatus, refuse and recycling collection and air transportation equipment markets, which are particularly impacted by the strength of U.S. and European economies and construction seasons; the Company’s estimates of access equipment demand which, among other factors, is influenced by historical customer buying patterns and rental company fleet replacement strategies; the impact of orders and costs on the U.S. Postal Service contract; risks that a trade war and related tariffs could reduce the demand for or competitiveness of the Company’s products or cause inefficiencies in the Company's supply chain; the Company’s ability to increase prices to raise margins or to offset higher input costs; the Company's ability to accurately predict future input costs associated with Defense contracts; the Company’s ability to attract and retain production labor in a timely manner; the Company's ability to realize the anticipated benefits associated with the AeroTech acquisition; the strength of the U.S. dollar and its impact on Company exports, translation of foreign sales and the cost of purchased materials; the impact of severe weather, war, natural disasters or pandemics that may affect the Company, its suppliers or its customers; the Company’s ability to predict the level and timing of orders for indefinite delivery/indefinite quantity contracts with the U.S. federal government; budget uncertainty for the U.S. federal government, including risks of future budget cuts, the impact of continuing resolution funding mechanisms and the potential for shutdowns; the impact of any U.S. Department of Defense solicitation for competition for future contracts to produce military vehicles; risks related to the collectability of receivables, particularly for those businesses with exposure to construction markets; the cost of any warranty campaigns related to the Company’s products; risks associated with international operations and sales, including compliance with the Foreign Corrupt Practices Act; the Company’s ability to comply with complex laws and regulations applicable to U.S. government contractors; cybersecurity risks and costs of defending against, mitigating and responding to data security threats and breaches impacting the Company; the Company’s ability to successfully identify, complete and integrate other acquisitions and to realize the anticipated benefits associated with the same; and risks related to the Company’s ability to successfully execute on its strategic road map and meet its long-term financial goals. Additional information concerning these and other factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including, but not limited to, the Company’s Current Report on Form 8-K filed with the SEC on April 30, 2025 and Item 1A. of Part II of this Quarterly Report on Form 10-Q.

All forward-looking statements, including those under the caption “Overview,” speak only as of the date the Company files this Quarterly Report on Form 10-Q with the SEC. The Company assumes no obligation, and disclaims any obligation, to update information contained in this Quarterly Report on Form 10-Q. Investors should be aware that the Company may not update such information until the Company’s next quarterly earnings conference call, if at all.

All references herein to earnings per share refer to earnings per share assuming dilution.

### General

Major products manufactured and marketed by each of the Company’s business segments are as follows:

*Access —* aerial work platforms and telehandlers used in a wide variety of construction, industrial, agricultural, vegetation management and maintenance applications to position workers and materials at elevated heights. Access customers include equipment rental companies, construction contractors, manufacturing companies and home improvement centers. The Access segment also manufactures carriers and wreckers sold to towing companies.

*Vocational —* custom and commercial firefighting vehicles and equipment; aviation ground support products, gate equipment and airport services provided to commercial airlines, airports, air-freight carriers, ground handling customers and the military; aircraft rescue and firefighting (ARFF) vehicles; refuse and recycling collection vehicles sold to commercial and municipal waste haulers; field service vehicles and truck-mounted cranes sold to mining, construction and other companies; simulators, mobile command and control vehicles and other emergency vehicles primarily sold to fire departments, airports and other governmental units; and front-discharge concrete mixers sold to ready-mix companies.

*Defense —* tactical vehicles, trailers, weapons system integration and parts sold to the U.S. military and to other militaries around the world and delivery vehicles for the United States Postal Service (USPS).

In July 2024, the Company moved the reporting responsibility for 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.

### Overview

The Company is off to a good start in 2025, with strong performance in the first quarter of 2025 in the Vocational segment, double-digit margins in the Access segment and solid progress on the ramp-up of production of the Next Generation Delivery Vehicle (NGDV). Consolidated net sales in the first quarter of 2025 decreased $231.0 million, or 9.1%, to $2.31 billion compared to the first quarter of 2024 primarily due to lower sales volume in the Access segment, offset in part by improved pricing in the Vocational segment. The decline in Access segment sales, due to market conditions in North America and the conclusion of the agreement to produce Caterpillar-branded telehandlers, was in line with the Company's expectations.

Consolidated operating income decreased 32.5% to $175.4 million, or 7.6% of sales, in the first quarter of 2025 compared to $259.7 million, or 10.2% of sales, in the first quarter of 2024. The decrease in operating income was primarily due to the impact of lower gross margin associated with lower sales volume, unfavorable production costs, higher selling, general and administrative expenses and higher new product development spending, offset in part by improved pricing. Earnings per share of $1.72 for the first quarter of 2025 was in line with the Company's expectations of approximately $1.75.

In March 2025, the Company entered into an unsecured term loan with various lenders to borrow $500 million. The Company used the proceeds from the term loan to reduce the borrowings outstanding under its Revolving Credit Facility (as defined in “Liquidity”). The term loan, which is fully prepayable, carries a slightly lower interest rate than the Revolving Credit Facility and matures in March 2027.

The Company continued to repurchase shares of its Common Stock throughout the quarter, repurchasing nearly 290,000 shares for $29 million. Share repurchases during the previous twelve months benefited diluted earnings per share by $0.03 compared to the first quarter of 2024.

The international trade environment has evolved rapidly, and conditions are likely to remain dynamic. The Company is confident with the underlying trajectory of its operational performance across all of its segments, which it believes would have kept the Company on track to deliver the full-year diluted earnings per share guidance of approximately $10.30 per share that it disclosed on January 30, 2025, if not for the headwinds caused by the recent tariff announcements.

The Company has a global supply chain and is proactively working to mitigate potential impacts from tariffs. Based on tariffs and their effective dates announced as of the date of this filing, the Company estimates that the direct adverse impact of tariffs, net of mitigation efforts, could be up to $1.00 per share for 2025. The Company is monitoring conditions closely and proactively working to attempt to mitigate the impacts of tariffs through cost reduction actions across the Company. The Company believes these efforts will offset the impact of tariffs by up to $0.50 per share.

As of the date of this filing, the Company has not experienced any significant secondary impacts of tariffs, such as supply chain disruptions or reductions in demand. The Company does not anticipate that tariffs will have a material impact on its second quarter results as it works through existing inventories. The Company has a broad U.S. production footprint and nearly all of what the Company sells in the U.S. is built in the U.S., which the Company believes puts it in a strong, competitive position in its industries.

The Company’s estimate of the direct impacts of tariffs is based on tariff rates and their effective dates announced as of the date of this filing and does not reflect potential future indirect impacts, including lower demand, which are difficult to predict at this time.

### RESULTS OF OPERATIONS

### CONSOLIDATED RESULTS

The following table presents consolidated results (in millions):

|  | First Quarter 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Net sales | $2,312.8 | $2,543.8 | $(231.0) | -9.1% |
| Cost of sales | 1,912.9 | 2,073.8 | (160.9) | -7.8% |
| Gross income | $399.9 | $470.0 | $(70.1) | -14.9% |
| % of sales | 17.3% | 18.5% | -120 bps |  |
| Selling, general and administrative | $211.0 | $196.8 | $14.2 | 7.2% |
| Amortization of purchased intangibles | 13.5 | 13.5 | — | 0.0% |
| Operating income | $175.4 | $259.7 | $(84.3) | -32.5% |
| % of sales | 7.6% | 10.2% | -260 bps |  |

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

|  | First Quarter 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| United States | $1,828.0 | $2,155.1 | $(327.1) | -15.2% |
| Other North America | 93.7 | 88.8 | 4.9 | 5.5% |
| Europe, Africa and Middle East | 301.7 | 192.0 | 109.7 | 57.1% |
| Rest of the World | 89.4 | 107.9 | (18.5) | -17.1% |
| Consolidated | $2,312.8 | $2,543.8 | $(231.0) | -9.1% |

#### First Quarter 2025 Compared to 2024

Consolidated net sales decreased primarily due to lower sales volume in the Access segment ($262 million) offset in part by improved pricing ($42 million) in the Vocational segment.

The decrease in consolidated gross margin was largely due to higher production costs (90 basis points), higher new product development spending (50 basis points), higher material costs (30 basis points) and unfavorable cumulative catch-up adjustments on contracts in the Defense segment (30 basis points), offset in part by improved pricing (80 basis points).

Consolidated selling, general and administrative expenses increased due to operating costs related to the acquisition of AUSACORP S.L. (AUSA) ($4 million), higher software costs ($3 million), higher employee compensation ($2 million) and higher trade show costs ($2 million).

The decrease in consolidated operating income was primarily due to the impact of lower gross margin associated with lower sales volume ($66 million), unfavorable production costs ($15 million), higher selling, general and administrative expenses ($14 million), higher new product development spending ($7 million) and higher material costs ($5 million), offset in part by the impact of improved pricing ($27 million).

The following table presents consolidated non-operating changes (in millions):

|  | First Quarter 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Interest expense, net of interest income | $(25.0) | $(20.8) | $(4.2) | 20.2% |
| Miscellaneous, net | 0.5 | (2.0) | 2.5 | -125.0% |
| Provision for income taxes | 36.8 | 54.7 | (17.9) | -32.7% |
| Effective tax rate | 24.4% | 23.1% |  |  |
| Losses of unconsolidated affiliates | $(1.9) | $(2.8) | $0.9 | -32.1% |

#### First Quarter 2025 Compared to 2024

Interest expense, net of interest income increased due to a higher average interest rate on customer advances in the Vocational segment as well as higher borrowings under the Revolving Credit Facility. Borrowings were higher due in part to the acquisition of AUSA in the third quarter of 2024.

### SEGMENT RESULTS

### Access

The following table presents the Access segment results (in millions):

|  | First Quarter 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Net sales | $957.1 | $1,237.5 | $(280.4) | -22.7% |
| Cost of sales | 771.0 | 958.9 | (187.9) | -19.6% |
| Gross income | $186.1 | $278.6 | $(92.5) | -33.2% |
| % of sales | 19.4% | 22.5% | -310 bps |  |
| Selling, general and administrative | $79.6 | $68.2 | $11.4 | 16.7% |
| Amortization of purchased intangibles | 3.4 | 2.3 | 1.1 | 47.8% |
| Operating income | $103.1 | $208.1 | $(105.0) | -50.5% |
| % of sales | 10.8% | 16.8% | -600 bps |  |

#### First Quarter 2025 Compared to 2024

Access segment net sales decreased primarily as a result of lower organic sales volume ($299 million), largely in North America, and higher sales discounts ($15 million), offset in part by sales related to the acquisition of AUSA ($37 million).

The decrease in gross margin in the Access segment was primarily due to higher production costs (150 basis points), higher new product development spending (120 basis points) and higher sales discounts (110 basis points), offset in part by improved sales mix (90 basis points).

The decrease in operating income in the Access segment was primarily due to the impact of lower gross margin associated with lower sales volume ($77 million), higher sales discounts ($15 million), higher selling, general and administrative expenses ($11 million), unfavorable manufacturing absorption ($7 million) and higher new product development spending ($5 million), offset in part by favorable customer mix ($8 million).

### Vocational

The following table presents the Vocational segment results (in millions):

|  | First Quarter 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Net sales | $866.8 | $772.4 | $94.4 | 12.2% |
| Cost of sales | 673.8 | 621.9 | 51.9 | 8.3% |
| Gross income | $193.0 | $150.5 | $42.5 | 28.2% |
| % of sales | 22.3% | 19.5% | 280 bps |  |
| Selling, general and administrative | $65.8 | $60.5 | $5.3 | 8.8% |
| Amortization of purchased intangibles | 9.4 | 9.9 | (0.5) | -5.1% |
| Operating income | $117.8 | $80.1 | $37.7 | 47.1% |
| % of sales | 13.6% | 10.4% | 320 bps |  |

#### First Quarter 2025 Compared to 2024

Vocational segment net sales increased due to improved refuse and recycling collection vehicle sales volume ($54 million) and improved pricing in response to higher input costs ($42 million).

The increase in gross margin in the Vocational segment was primarily attributable to improved pricing (350 basis points), offset in part by higher material (50 basis points) and production costs (30 basis points).

The increase in operating income in the Vocational segment was largely a result of improved pricing ($42 million) and the impact of higher gross margin associated with higher sales volume ($15 million), offset in part by higher production costs ($6 million), higher selling, general and administrative expenses ($5 million), higher material costs ($4 million) and higher warranty costs ($4 million).

### Defense

The following table presents the Defense segment results (in millions):

|  | First Quarter 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Net sales | $463.0 | $509.1 | $(46.1) | -9.1% |
| Cost of sales | 437.3 | 467.5 | (30.2) | -6.5% |
| Gross income | $25.7 | $41.6 | $(15.9) | -38.2% |
| % of sales | 5.6% | 8.2% | -260 bps |  |
| Selling, general and administrative | $25.1 | $28.3 | $(3.2) | -11.3% |
| Operating income | $0.6 | $13.3 | $(12.7) | -95.5% |
| % of sales | 0.1% | 2.6% | -250 bps |  |

#### First Quarter 2025 Compared to 2024

Defense segment net sales decreased primarily due to lower sales volume of tactical wheeled vehicles for the U.S. Department of Defense, primarily Joint Light Tactical Vehicles (JLTV), offset in part by sales volume for the NGDV, which commenced in the second quarter of 2024. JLTV production under the Company's domestic JLTV contract is substantially completed.

The decrease in gross margin in the Defense segment was primarily due to higher unfavorable cumulative catch-up adjustments on contracts (140 basis points), unfavorable warranty costs (60 basis points) and ramp-up costs associated with the NGDV program (50 basis points).

Operating income in the Defense segment declined as a result of the impact of lower gross margin associated with lower sales volume ($7 million) and the impact of changes in cumulative catch-up adjustments ($5 million). Changes in estimates on contracts accounted for under the cost-to-cost method resulted in the cumulative catch-up adjustments on contract margins that decreased Defense segment operating income by $17.7 million in the first quarter of 2025 primarily as a result of manufacturing inefficiencies associated with the wind down of the JLTV program and higher anticipated labor costs on the Family of Medium Tactical Vehicles program. Changes in estimates on contracts accounted for under the cost-to-cost method decreased Defense segment operating income by $12.7 million in the first quarter of 2024.

### Corporate and other

The following table presents corporate and other (in millions):

|  | First Quarter 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Net sales | $25.9 | $24.8 | $1.1 | 4.4% |
| Cost of sales | 30.8 | 25.5 | 5.3 | 20.8% |
| Gross income | (4.9) | (0.7) | (4.2) | 600.0% |
| Selling, general and administrative | 40.5 | 39.8 | 0.7 | 1.8% |
| Amortization of purchased intangibles | 0.7 | 1.3 | (0.6) | -46.2% |
| Operating loss | $(46.1) | $(41.8) | $(4.3) | 10.3% |

#### First Quarter 2025 Compared to 2024

Net operating costs for corporate and other increased primarily due to lower operating results at the Company's Pratt Miller business unit.

### Liquidity and Capital Resources

The Company generates significant capital resources from operating activities, which is the expected primary source of funding for the Company. In addition to cash generated from operations, the Company had other sources of liquidity available at March 31, 2025, including $210.3 million of cash and cash equivalents and $1.15 billion of unused available capacity under the Revolving Credit Facility (as defined in "Liquidity"). Borrowings under the Revolving Credit Facility could, as discussed below, be limited by the financial covenants contained in the Credit Agreement (as defined in “Liquidity”). The Company was in compliance as of March 31, 2025 and expects to remain in compliance with the financial covenants contained in the Credit Agreement.

The Company continues to actively monitor its liquidity position and working capital needs and prioritizes capital expenditures related to capacity and strategic investments. The Company remains in a stable overall capital resources and liquidity position that the Company believes is adequate to meet its projected needs. In March 2025, to provide additional liquidity, the Company entered into a credit agreement with various lenders to borrow funds under a $500 million unsecured term loan, which matures in March 2027. The Company used the proceeds from the term loan to repay a portion of outstanding borrowings under the Revolving Credit Facility.

### Financial Condition at March 31, 2025

The Company’s cash and cash equivalents and capitalization were as follows (in millions):

|  | March 31, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Cash and cash equivalents | $210.3 | $204.9 |
| Total debt | 1,477.7 | 961.8 |
| Total shareholders’ equity | 4,234.6 | 4,152.1 |
| Total capitalization (debt plus equity) | 5,712.3 | 5,113.9 |
| Debt to total capitalization | 25.9% | 18.8% |

31

The Company’s ratio of debt to total capitalization of 25.9% at March 31, 2025 remained within its targeted range. The increase in the debt to total capitalization ratio compared to December 31, 2024 was due to higher borrowings to fund seasonal working capital needs.

The Company’s goal is to maintain an investment-grade credit rating. The rating agencies periodically update the Company’s credit ratings as events or changes in economic conditions occur. At March 31, 2025, the long-term credit ratings assigned to the Company’s senior debt securities by the credit rating agencies engaged by the Company were as follows:

| Rating Agency | Rating |
| --- | --- |
| Fitch Ratings | BBB |
| Moody’s Investor Services, Inc. | Baa3 |
| Standards & Poor’s | BBB |

Consolidated days sales outstanding (defined as “Trade Receivables” at quarter end divided by “Net Sales” for the most recent quarter multiplied by 90 days) increased from 40 days at December 31, 2024 to 51 days at March 31, 2025. Days sales outstanding for segments other than the Defense segment increased from 44 days at December 31, 2024 to 53 days at March 31, 2025 primarily due to timing of cash receipts from customers in the Access segment at December 31, 2024. Consolidated inventory turns (defined as “Cost of Sales” on an annualized basis, divided by the average “Inventory” at the past five quarter end periods) decreased from 3.9 times at December 31, 2024 to 3.2 times at March 31, 2025 primarily due to increases in inventory levels in the Access and Vocational segments. Consolidated days payable outstanding (defined as “Accounts Payable” at quarter end divided by material costs of sales for the most recent quarter multiplied by 90 days) was 66 days at March 31, 2025, up slightly from 65 days at December 31, 2024.

### Cash Flows

#### Operating Cash Flows

Operating activities used $394.9 million of cash in the first three months of 2025 compared to $355.8 million of cash during the first three months of 2024. The increase in cash used by operating activities was primarily a result of lower net income.

#### Investing Cash Flows

Investing activities used cash of $43.1 million in the first three months of 2025 compared to $111.2 million during the first three months of 2024. Through the first three months of 2025, the Company used $40.3 million for capital expenditures, a decrease of $59.8 million compared to the first quarter of 2024 as the Company was investing in new facilities in South Carolina and Tennessee in the first quarter of 2024. The Company continues to expect that it will invest $250 million on capital expenditures in 2025 due to efforts to expand production capacity in the Vocational segment.

#### Financing Cash Flows

Financing activities provided cash of $438.1 million in the first three months of 2025 compared to $412.5 million during the first three months of 2024. In the first three months of 2025, the Company repurchased 287,552 shares of its Common Stock at an aggregate cost of $28.7 million. As of March 31, 2025, the Company had approximately 9.9 million shares of Common Stock remaining under its repurchase authorization. In the first three months of 2024, the Company repurchased 129,494 shares of its Common Stock at an aggregate cost of $15.1 million.

### Liquidity

#### Credit Agreements

In March 2022, the Company entered into a Third Amended and Restated Credit Agreement with various lenders (the “Credit Agreement”). The Credit Agreement, as amended, provides for an unsecured revolving credit facility (the “Revolving Credit Facility”) with a maximum aggregate availability of $1.55 billion that matures in March 2027. At March 31, 2025, borrowings under the Revolving Credit Facility of $376.0 million and specified outstanding letters of credit of $28.0 million reduced available capacity under the Revolving Credit Facility to $1.15 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.

On March 31, 2025, the Company entered into a credit agreement with various lenders to borrow funds under a $500 million unsecured term loan (the “Term Loan”) that matures in March 2027. The Company used the proceeds from the Term Loan to repay a portion of outstanding borrowings under the Revolving Credit Facility.

#### Covenant Compliance

The Term Loan and the Credit Agreement contain 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 Company was in compliance with the financial covenants as of March 31, 2025 and expects to be able to meet the financial covenants contained in its credit agreements over the next twelve months.

#### Senior Notes

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 and 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.

Refer to Note 13 of the Notes to Condensed Consolidated Financial Statements for additional information regarding the Company’s debt as of March 31, 2025.

### Critical Accounting Estimates

The Company’s disclosures of critical accounting estimates in its Annual Report on Form 10-K for the year ended December 31, 2024 have not materially changed since that report was filed.

### New Accounting Pronouncements

See Note 2 of the Notes to Condensed Consolidated Financial Statements for a discussion of the impact of new accounting pronouncements.

### Customers and Backlog

Sales to the U.S. government comprised approximately 17% of the Company’s net sales in the first three months of 2025. No other single customer accounted for more than 10% of the Company’s net sales for this period. A substantial majority of the Company’s net sales are derived from the fulfillment of customer orders that are received prior to commencing production.

The Company’s backlog at March 31, 2025 decreased 10.6% to $14.62 billion compared to $16.35 billion at March 31, 2024. Access segment backlog decreased 57.3% to $1.80 billion at March 31, 2025 compared to $4.23 billion at March 31, 2024. The Company believes the decrease in backlog is primarily the result of slowing demand in North America and the normalization of orders in connection with improved product availability. Vocational segment backlog increased 11.8% to $6.34 billion at March 31, 2025 compared to $5.67 billion at March 31, 2024 due to strong demand for municipal fire apparatus and price increases. Unit backlog for municipal fire apparatus as of March 31, 2025 was up 5.8% compared to March 31, 2024. Unit backlog for refuse and recycling collection vehicles as of March 31, 2025 was down 10.7% compared to March 31, 2024. Defense segment backlog increased 0.1% to $6.40 billion at March 31, 2025 compared to $6.39 billion at March 31, 2024, as orders received in the fourth quarter of 2024 for NGDVs were almost completely offset by the completion of production under the Company's domestic JLTV contract.

Backlog represents the dollar amount of revenues that the Company anticipates from customer contracts that have been awarded and/or are in progress. Reported backlog includes the original contract amount and any contract modifications that have been agreed upon. Reported backlog excludes purchase options, orders for which definitive contracts have not been executed and any potential future contract modifications. Backlog is comprised of fixed and variable priced contracts that may be canceled, modified or otherwise changed in the future. As a result, backlog may not be indicative of future operating results. Backlog information and comparisons thereof as of different dates may not be accurate indicators of future sales or the ratio of the Company’s future sales. Approximately 58% of the Company’s March 31, 2025 backlog is not expected to be filled in 2025.

## Market risk

As filed, 328 characters.

The Company’s quantitative and qualitative disclosures about market risk for changes in interest rates, commodity prices and foreign currency, which are incorporated by reference to Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, have not materially changed since that report was filed.

## Controls and procedures

As filed, 1,629 characters.

*Evaluation of Disclosure Controls and Procedures.* In accordance with Rule 13a-15(b) of the Exchange Act, the Company’s management evaluated, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 2025. Based upon their evaluation of these disclosure controls and procedures, the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer, concluded that the disclosure controls and procedures were effective as of March 31, 2025 to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

*Changes in Internal Control over Financial Reporting.* There were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

## Risk factors

As filed, 508 characters.

The Company’s financial position, results of operations and cash flows are subject to various risks, many of which are not exclusively within the Company’s control, which may cause actual performance to differ materially from historical or projected future performance. In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2024, which have not materially changed.

Filed Apr 30, 2025.
Source: SEC EDGAR, the filing index for accession 0000950170-25-060988. Last ingested by Listed: Oct 29, 2026, 11:20 ET. No prices; not investment advice.