# Oshkosh Corp: Form 10-Q for the period ended Jun 30, 2025

- Company: [Oshkosh Corp](/companies/osk.md) (CIK 775158)
- Form: 10-Q
- Filed: 2025-08-01
- Accepted by EDGAR: Aug 1, 2025, 15:25 ET
- Period: 2025-06-30
- Accession: 0000950170-25-101362
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/775158/000095017025101362/osk-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/775158/000095017025101362/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $2.73bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $5.04bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-04-01 to 2025-06-30 | $2.21bn | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2025-01-01 to 2025-06-30 | $4.12bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-04-01 to 2025-06-30 | $524.5m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2025-01-01 to 2025-06-30 | $924.4m | us-gaap:GrossProfit |
| Research and development | 3 months, 2025-04-01 to 2025-06-30 | $45.0m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2025-01-01 to 2025-06-30 | $93.8m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2025-04-01 to 2025-06-30 | $213.3m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2025-01-01 to 2025-06-30 | $424.3m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | $291.7m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | $467.1m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | $65.2m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | $102.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | $204.8m | us-gaap:ProfitLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | $317.0m | us-gaap:ProfitLoss |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 64,774,840 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 64,922,789 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | −$305.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-04-01 to 2025-06-30 | $54.3m | us-gaap:PaymentsToAcquireProductiveAssets |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $80.9m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months, 2025-01-01 to 2025-06-30 | $65.7m | us-gaap:PaymentsOfDividends |
| Share repurchases | 6 months, 2025-01-01 to 2025-06-30 | $68.7m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-06-30 | $191.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $5.01bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $10.02bn | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $2.73bn | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2025-06-30 | $1.10bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-06-30 | $398.7m | us-gaap:DebtCurrent |
| Shareholders' equity | at 2025-06-30 | $4.45bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 40,504 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 U.S. Department of 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 August 1, 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

In July 2024, the Company moved the reporting responsibility for Pratt Miller from its Transport 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.

In June 2025, the Company renamed the Defense segment to the Transport segment to better reflect the full scope of the segment's operations serving defense and commercial markets.

Major products manufactured and marketed by each of the Company’s 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 and home improvement centers. The Access segment also manufactures carriers and wreckers sold to towing companies.

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

*Transport —* tactical vehicles, trailers 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).

### Overview

Consolidated net sales in the second quarter of 2025 decreased $114.8 million, or 4.0%, to $2.73 billion compared to the second quarter of 2024 primarily due to lower sales volume in the Access and Transport segments, partially offset by higher Vocational segment sales volume and improved pricing. Market conditions for access equipment in North America were in line with the Company's expectations and reflected the expiration of the Company's agreement to produce Caterpillar-branded telehandlers, which ended in the fourth quarter of 2024, as well as higher discounts. The Vocational segment delivered higher sales volume and continued to benefit from higher pricing. Transport segment revenue reflected the steady ramp-up of production of Next Generation Delivery Vehicles (NGDV) for the USPS.

Consolidated operating income increased 11.8% to $291.7 million, or 10.7% of sales, in the second quarter of 2025 compared to $260.9 million, or 9.2% of sales, in the second quarter of 2024. The increase in operating income, despite the lower sales volume, was primarily due to lower intangible asset impairments and improved sales mix. Earnings per share was $3.16 for the second quarter of 2025, compared to $2.56 in the second quarter of 2024.

The Company continued to repurchase shares of its Common Stock throughout the quarter, repurchasing nearly 415,000 shares for $40 million, bringing share repurchases for the first six months of 2025 to nearly $70 million. Share repurchases during the previous twelve months benefited earnings per share by $0.06 compared to the second quarter of 2024.

In July 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the United States. The OBBBA includes provisions to expense previously deferred domestic research and development costs, increase bonus depreciation and modify the international tax framework. The Company expects the OBBBA to reduce the Company's tax payments in 2025 by approximately $100 million as a result of the acceleration of deductions.

The Company expects its 2025 diluted earnings per share to be approximately $10.25. The earnings per share estimate includes after-tax charges of $0.68 per share related to amortization of purchased intangibles and $0.07 per share related to intangible asset impairments. Excluding these items, the Company's 2025 adjusted earnings per share estimate is approximately $11.00.

The international trade environment remains dynamic and difficult to predict. The Company's revised estimates reflect a more limited impact of tariffs compared to its previous guidance due to pauses and revisions to tariff rates and the Company's performance in the second quarter. The earnings per share guidance is in the range of the Company's January outlook as anticipated tariff impacts are expected to be offset by company-wide cost reduction actions. The Company's estimates include direct impacts of tariffs based on rates as of July 30, 2025 and do not reflect potential future indirect impacts, including weaker macroeconomic conditions, which are difficult to predict at this time.

The Company expects Access segment sales and operating income margin in 2025 to be approximately $4.4 billion and 11.5%, respectively, compared to its initial expectations in January 2025 of approximately $4.4 billion and 12.5%, respectively.

The Company expects Vocational segment sales and operating income margin in 2025 to be approximately $3.8 billion and 15.0%, respectively, compared to its initial expectations in January 2025 of approximately $3.8 billion and 14.0%, respectively.

The Company expects Transport segment sales and operating income margin in 2025 to be approximately $2.3 billion and 4.5%, respectively, compared to its initial expectations in January 2025 of approximately $2.3 billion and 4.0%, respectively.

The Company expects Corporate and other, including Pratt Miller, to have an operating loss of approximately $191 million in 2025, including the Pratt Miller intangible asset impairment charge recognized in the second quarter of 2025.

### RESULTS OF OPERATIONS

### CONSOLIDATED RESULTS

The following table presents consolidated results (in millions):

|  | Second Quarter 2025 | 2024 | Change | % Change | First Six Months 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net sales | $2,732.1 | $2,846.9 | $(114.8) | -4.0% | $5,044.9 | $5,390.7 | $(345.8) | -6.4% |
| Cost of sales | 2,207.6 | 2,300.8 | (93.2) | -4.1% | 4,120.5 | 4,374.6 | (254.1) | -5.8% |
| Gross income | $524.5 | $546.1 | $(21.6) | -4.0% | $924.4 | $1,016.1 | $(91.7) | -9.0% |
| % of sales | 19.2% | 19.2% | 0 bps |  | 18.3% | 18.8% | -50 bps |  |
| Selling, general and administrative | $213.3 | $220.0 | $(6.7) | -3.0% | $424.3 | $416.8 | $7.5 | 1.8% |
| Amortization of purchased intangibles | 13.8 | 13.6 | 0.2 | 1.5% | 27.3 | 27.1 | 0.2 | 0.7% |
| Intangible asset impairments | 5.7 | 51.6 | (45.9) | -89.0% | 5.7 | 51.6 | (45.9) | -89.0% |
| Operating income | $291.7 | $260.9 | $30.8 | 11.8% | $467.1 | $520.6 | $(53.5) | -10.3% |
| % of sales | 10.7% | 9.2% | 150 bps |  | 9.3% | 9.7% | -40 bps |  |

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

|  | Second Quarter 2025 | 2024 | Change | % Change | First Six Months 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| United States | $2,289.0 | $2,399.4 | $(110.4) | -4.6% | $4,116.9 | $4,554.5 | $(437.6) | -9.6% |
| Other North America | 102.0 | 122.6 | (20.6) | -16.8% | 195.7 | 211.4 | (15.7) | -7.4% |
| Europe, Africa and Middle East | 262.3 | 214.0 | 48.3 | 22.6% | 564.0 | 406.0 | 158.0 | 38.9% |
| Rest of the World | 78.8 | 110.9 | (32.1) | -28.9% | 168.3 | 218.8 | (50.5) | -23.1% |
| Consolidated | $2,732.1 | $2,846.9 | $(114.8) | -4.0% | $5,044.9 | $5,390.7 | $(345.8) | -6.4% |

33

#### Second Quarter 2025 Compared to 2024

Consolidated net sales decreased primarily due to lower sales volume in the Access ($121 million) and Transport ($102 million) segments, offset in part by higher sales volume in the Vocational segment ($81 million) and improved pricing ($21 million).

Consolidated gross margin remained flat in the second quarter of 2025 compared to the second quarter of 2024 as improved sales mix (100 basis points) and improved pricing (60 basis points) were offset by higher production costs (90 basis points) and higher warranty expense (20 basis points).

Consolidated selling, general and administrative expenses decreased due to lower integration costs related to AeroTech ($7 million) and lower expense for credit loss reserves ($3 million), offset in part by operating costs related to the acquisition of AUSACORP S.L. (AUSA) ($4 million).

During the second quarter of 2024, the Company recorded impairment charges related to Pratt Miller goodwill and intangibles ($52 million) as a result of unfavorable performance compared to forecast and adverse market conditions related to mobility and motorsports. During the second quarter of 2025, the Company impaired the remaining Pratt Miller goodwill ($6 million) as a reduction in royalties expected on defense contracts led to a further decline in the Company's expectations.

The increase in consolidated operating income was primarily due to lower intangible asset impairments ($46 million), favorable sales mix ($23 million) and improved pricing ($21 million), offset in part by the impact of lower gross margin associated with lower sales volume ($36 million) and higher production costs ($23 million).

#### First Six Months 2025 Compared to 2024

Consolidated net sales decreased primarily due to lower sales volume in the Access ($382 million) and Transport ($156 million) segments, offset in part by higher sales volume ($138 million) in the Vocational segment and improved pricing ($50 million).

The decrease in consolidated gross margin was primarily due to higher production costs (110 basis points), higher engineering costs (30 basis points) and higher warranty expense (20 basis points), offset in part by improved pricing (70 basis points) and improved sales mix (70 basis points).

Consolidated selling, general and administrative expenses increased primarily due to operating costs related to the acquisition of AUSA ($8 million).

The Company recorded intangible asset impairments related to Pratt Miller of $6 million and $52 million during the six months ended June 30, 2025 and 2024, respectively.

The decrease in consolidated operating income was primarily due to the impact of lower gross margin associated with lower sales volume ($103 million) and higher production costs ($44 million), offset in part by improved pricing ($50 million) and lower intangible asset impairments ($46 million).

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

|  | Second Quarter 2025 | 2024 | Change | % Change | First Six Months 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Interest expense, net of interest income | $(28.1) | $(30.3) | $2.2 | -7.3% | $(53.1) | $(51.1) | $(2.0) | 3.9% |
| Miscellaneous, net | 7.3 | (1.5) | 8.8 | -586.7% | 7.8 | (3.5) | 11.3 | -322.9% |
| Provision for income taxes | 65.2 | 53.5 | 11.7 | 21.9% | 102.0 | 108.2 | (6.2) | -5.7% |
| Effective tax rate | 24.1% | 23.4% |  |  | 24.2% | 23.2% |  |  |
| Losses of unconsolidated affiliates | $(0.9) | $(7.0) | $6.1 | -87.1% | $(2.8) | $(9.8) | $7.0 | -71.4% |

34

#### Second Quarter 2025 Compared to 2024

Miscellaneous, net primarily related to gains and losses on investments, foreign currency transaction gains and losses and non-service costs of the Company’s pension plans. Results for the second quarter of 2025 included a $6 million gain on investments, partially offset by foreign currency transaction losses of $2 million. Results for the second quarter of 2024 included foreign currency transaction losses of $1 million.

Losses of unconsolidated affiliates in the second quarter of 2024 included an impairment of an equity method investment of $7 million.

#### First Six Months 2025 Compared to 2024

Miscellaneous, net primarily related to gains and losses on investments, foreign currency transaction gains and losses and non-service costs of the Company’s pension plans. Results for the first six months of 2025 included a $4 million gain on investments, partially offset by foreign currency transaction losses of $1 million. Results for the first six months of 2024 included foreign currency transaction losses of $4 million.

Losses of unconsolidated affiliates included an impairment of an equity method investment of $7 million in the first six months of 2024.

### SEGMENT RESULTS

### Access

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

|  | Second Quarter 2025 | 2024 | Change | % Change | First Six Months 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net sales | $1,256.0 | $1,406.9 | $(150.9) | -10.7% | $2,213.1 | $2,644.4 | $(431.3) | -16.3% |
| Cost of sales | 994.2 | 1,080.9 | (86.7) | -8.0% | 1,765.2 | 2,039.8 | (274.6) | -13.5% |
| Gross income | $261.8 | $326.0 | $(64.2) | -19.7% | $447.9 | $604.6 | $(156.7) | -25.9% |
| % of sales | 20.8% | 23.2% | -240 bps |  | 20.2% | 22.9% | -270 bps |  |
| Selling, general and administrative | $76.6 | $77.2 | $(0.6) | -0.8% | $156.2 | $145.4 | $10.8 | 7.4% |
| Amortization of purchased intangibles | 3.6 | 2.3 | 1.3 | 56.5% | 7.0 | 4.6 | 2.4 | 52.2% |
| Operating income | $181.6 | $246.5 | $(64.9) | -26.3% | $284.7 | $454.6 | $(169.9) | -37.4% |
| % of sales | 14.5% | 17.5% | -300 bps |  | 12.9% | 17.2% | -430 bps |  |

#### Second Quarter 2025 Compared to 2024

Access segment net sales decreased primarily due to the expiration of the agreement to produce Caterpillar-branded telehandlers, lower sales volumes in Europe, Africa and the Middle East and higher sales discounts ($35 million), offset in part by sales related to the acquisition of AUSA ($38 million).

The decrease in gross margin in the Access segment was primarily due to higher sales discounts (190 basis points) and lower absorption as a result of lower production (100 basis points), offset in part by improved customer mix (40 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 ($36 million) and higher sales discounts ($35 million), offset in part by favorable customer mix ($5 million).

#### First Six Months 2025 Compared to 2024

Access segment net sales decreased primarily as a result of lower organic sales volume ($457 million) as a result of softer market conditions and the expiration of the agreement to produce Caterpillar-branded telehandlers, as well as higher sales discounts ($50 million), offset in part by sales related to the acquisition of AUSA ($75 million).

The decrease in gross margin in the Access segment was primarily due to higher sales discounts (160 basis points), lower absorption as a result of lower production (140 basis points), and higher engineering costs (60 basis points), offset in part by favorable sales mix (50 basis points).

The increase in selling, general and administrative expenses was primarily due to operating costs related to the acquisition of AUSA ($8 million).

The decrease in operating income in the Access segment was primarily due to the impact of lower gross margin associated with lower sales volume ($112 million), higher sales discounts ($50 million) and unfavorable manufacturing absorption ($18 million), offset in part by favorable customer mix ($17 million).

### Vocational

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

|  | Second Quarter 2025 | 2024 | Change | % Change | First Six Months 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net sales | $969.7 | $843.1 | $126.6 | 15.0% | $1,836.5 | $1,615.5 | $221.0 | 13.7% |
| Cost of sales | 749.3 | 660.7 | 88.6 | 13.4% | 1,423.1 | 1,282.6 | 140.5 | 11.0% |
| Gross income | $220.4 | $182.4 | $38.0 | 20.8% | $413.4 | $332.9 | $80.5 | 24.2% |
| % of sales | 22.7% | 21.6% | 110 bps |  | 22.5% | 20.6% | 190 bps |  |
| Selling, general and administrative | $63.7 | $66.0 | $(2.3) | -3.5% | $129.5 | $126.5 | $3.0 | 2.4% |
| Amortization of purchased intangibles | 9.4 | 9.9 | (0.5) | -5.1% | 18.8 | 19.8 | (1.0) | -5.1% |
| Operating income | $147.3 | $106.5 | $40.8 | 38.3% | $265.1 | $186.6 | $78.5 | 42.1% |
| % of sales | 15.2% | 12.6% | 260 bps |  | 14.4% | 11.6% | 280 bps |  |

#### Second Quarter 2025 Compared to 2024

Vocational segment net sales increased due to higher sales volume ($81 million) as a result of increased production rates and improved pricing in response to higher input costs ($49 million).

The increase in gross margin in the Vocational segment was primarily attributable to improved pricing (360 basis points), offset in part by higher production costs (150 basis points), higher material costs (70 basis points) and increased litigation expense (30 basis points).

The increase in operating income in the Vocational segment was largely a result of improved pricing ($49 million) and the impact of higher gross margin associated with higher sales volume ($24 million), offset in part by higher production costs ($13 million), higher material costs ($8 million), higher warranty expense ($3 million), higher litigation expense ($3 million) and higher engineering costs ($3 million).

#### First Six Months 2025 Compared to 2024

Vocational segment net sales increased due to higher sales volume ($138 million) as a result of increased production rates and improved pricing in response to higher input costs ($86 million).

The increase in gross margin in the Vocational segment was primarily attributable to improved pricing (340 basis points), offset in part by higher material costs (60 basis points), increased warranty expense (30 basis points) and higher engineering costs (20 basis points).

The increase in operating income in the Vocational segment was largely a result of improved pricing ($86 million) and the impact of higher gross margin associated with higher sales volume ($39 million), offset in part by higher production costs ($16 million), higher material costs ($8 million), higher engineering costs ($8 million), higher warranty expense ($7 million) and costs to start-up a plant in Tennessee ($5 million).

### Transport

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

|  | Second Quarter 2025 | 2024 | Change | % Change | First Six Months 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net sales | $479.1 | $571.9 | $(92.8) | -16.2% | $942.1 | $1,081.0 | $(138.9) | -12.8% |
| Cost of sales | 435.2 | 534.1 | (98.9) | -18.5% | 872.5 | 1,001.6 | (129.1) | -12.9% |
| Gross income | $43.9 | $37.8 | $6.1 | 16.1% | $69.6 | $79.4 | $(9.8) | -12.3% |
| % of sales | 9.2% | 6.6% | 260 bps |  | 7.4% | 7.3% | 10 bps |  |
| Selling, general and administrative | $26.1 | $25.9 | $0.2 | 0.8% | $51.2 | $54.2 | $(3.0) | -5.5% |
| Operating income | $17.8 | $11.9 | $5.9 | 49.6% | $18.4 | $25.2 | $(6.8) | -27.0% |
| % of sales | 3.7% | 2.1% | 160 bps |  | 2.0% | 2.3% | -30 bps |  |

#### Second Quarter 2025 Compared to 2024

Transport segment net sales decreased due to lower Joint Light Tactical Vehicles (JLTV) sales volume to the U.S. Department of Defense (DoD), offset in part by increased sales volume for the NGDV, which commenced in the second quarter of 2024, and improved international tactical wheeled vehicle sales volume.

The increase in gross margin in the Transport segment was primarily due to improved pricing (130 basis points), improved sales mix (70 basis points) and lower unfavorable cumulative catch-up adjustments on contracts (50 basis points).

The increase in operating income in the Transport segment was largely a result of improved pricing under the more recent Family of Heavy Tactical Vehicles (FHTV) contracts ($7 million), lower new product development costs ($5 million), lower unfavorable cumulative catch-up adjustments on contracts ($4 million) and improved sales mix ($3 million), offset in part by the impact of lower gross margin associated with lower sales volume ($13 million).

#### First Six Months 2025 Compared to 2024

Transport segment net sales decreased primarily due to lower JLTV sales volume to the DoD, offset in part by sales volume for the NGDV, which commenced in the second quarter of 2024, higher international tactical wheeled vehicle sales volume and higher FHTV sales volume.

The increase in gross margin in the Transport segment in the first six months of 2025 compared to the first six months of 2024 was primarily due to improved pricing (120 basis points), offset in part by higher warranty expense (60 basis points) and higher unfavorable cumulative catch-up adjustments on contracts (40 basis points).

The decrease in operating income in the Transport segment was largely a result of the impact of lower gross margin associated with lower sales volume ($22 million) and higher warranty expense ($4 million), offset in part by improved pricing ($13 million) and lower new product development costs ($10 million).

### Corporate and other

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

|  | Second Quarter 2025 | 2024 | Change | % Change | First Six Months 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net sales | $27.3 | $25.0 | $2.3 | 9.2% | $53.2 | $49.8 | $3.4 | 6.8% |
| Cost of sales | 28.9 | 25.1 | 3.8 | 15.1% | 59.7 | 50.6 | 9.1 | 18.0% |
| Gross income | (1.6) | (0.1) | (1.5) | 1500.0% | (6.5) | (0.8) | (5.7) | 712.5% |
| Selling, general and administrative | 46.9 | 50.9 | (4.0) | -7.9% | 87.4 | 90.7 | (3.3) | -3.6% |
| Amortization of purchased intangibles | 0.8 | 1.4 | (0.6) | -42.9% | 1.5 | 2.7 | (1.2) | -44.4% |
| Intangible asset impairments | 5.7 | 51.6 | (45.9) | -89.0% | 5.7 | 51.6 | (45.9) | -89.0% |
| Operating loss | $(55.0) | $(104.0) | $49.0 | -47.1% | $(101.1) | $(145.8) | $44.7 | -30.7% |

37

#### Second Quarter 2025 Compared to 2024

Net operating costs for corporate and other decreased primarily due to lower intangible asset impairments ($46 million) at the Company's Pratt Miller business unit.

#### First Six Months 2025 Compared to 2024

Net operating costs for corporate and other decreased primarily due to lower intangible asset impairments ($46 million) 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 June 30, 2025, including $191.7 million of cash and cash equivalents and $1.12 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 June 30, 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 June 30, 2025

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

|  | June 30, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Cash and cash equivalents | $191.7 | $204.9 |
| Total debt | 1,498.3 | 961.8 |
| Total shareholders’ equity | 4,454.4 | 4,152.1 |
| Total capitalization (debt plus equity) | 5,952.7 | 5,113.9 |
| Debt to total capitalization | 25.2% | 18.8% |

The Company’s ratio of debt to total capitalization of 25.2% at June 30, 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 June 30, 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 47 days at June 30, 2025. Days sales outstanding for segments other than the Transport segment increased from 44 days at December 31, 2024 to 52 days at June 30, 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 3.5 times at June 30, 2025 primarily due to increases in inventory levels in all three 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) decreased from 65 days at December 31, 2024 to 56 days at June 30, 2025 due to timing of payments.

### Cash Flows

#### Operating Cash Flows

Operating activities used $305.7 million of cash in the first six months of 2025 compared to $566.8 million of cash during the first six months of 2024. The decrease in cash used by operating activities was primarily due to lower tax payments, improved management of unbilled receivables and lower investments in deferred contract assets, offset in part by higher inventory levels. The first six months of 2025 included net cash tax payments of $148 million, which was down $178 million compared to the first six months of 2024 primarily due to higher taxable income in 2023 as a result of the timing of customer advances.

The Company increased its expectations of cash from operating activities in 2025 by $100 million to a range of $650 million to $750 million, primarily as a result of lower projected tax payments following the enactment of the OBBBA.

#### Investing Cash Flows

Investing activities used cash of $99.1 million in the first six months of 2025 compared to $149.3 million during the first six months of 2024. Through the first six months of 2025, the Company used $80.9 million for capital expenditures, a decrease of $58.7 million compared to the first six months of 2024 as the Company was investing in new facilities in South Carolina and Tennessee in 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 $379.4 million in the first six months of 2025 compared to $732.8 million during the first six months of 2024 primarily due to lower net borrowings. In the first six months of 2025, the Company repurchased 702,307 shares of its Common Stock at an aggregate cost of $68.7 million. In the first six months of 2024, the Company repurchased 464,193 shares of its Common Stock at an aggregate cost of $54.6 million. The Company plans to accelerate share repurchases in the second half of 2025. As of June 30, 2025, the Company had approximately 9.5 million shares of Common Stock remaining under its repurchase authorization.

### 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 June 30, 2025, borrowings under the Revolving Credit Facility of $397.0 million and specified outstanding letters of credit of $35.5 million reduced available capacity under the Revolving Credit Facility to $1.12 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 June 30, 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 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 Senior Notes and the 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 June 30, 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 six 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 June 30, 2025 decreased 7.4% to $14.23 billion compared to $15.37 billion at June 30, 2024. Access segment backlog decreased 63.6% to $1.19 billion at June 30, 2025 compared to $3.26 billion at June 30, 2024. The Company believes the decrease in backlog is primarily the result of the normalization of orders in connection with improved product availability as well as slowing demand in North America. Vocational segment backlog increased 10.4% to $6.27 billion at June 30, 2025 compared to $5.68 billion at June 30, 2024 due to strong demand for municipal fire apparatus and price increases. Unit backlog for municipal fire apparatus as of June 30, 2025 was up 4.4% compared to June 30, 2024. Unit backlog for refuse and recycling collection vehicles as of June 30, 2025 was down 26.3% compared to June 30, 2024. Transport segment backlog increased 5.1% to $6.71 billion at June 30, 2025 compared to $6.38 billion at June 30, 2024, due to the NGDV order received in the fourth quarter of 2024, offset in part 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 71% of the Company’s June 30, 2025 backlog is not expected to be filled in 2025.

### Non-GAAP Financial Measures

The Company is forecasting earnings per share excluding items that affect comparability. When the Company forecasts earnings per share, excluding items, this is considered a non-GAAP financial measure. The Company believes excluding the impact of these items is useful to investors to allow a more accurate comparison of the Company’s operating performance to prior year results. However, while forecasted adjusted earnings per share excludes amortization of purchased intangibles and intangible asset impairments, revenue and earnings of acquired companies are reflected in forecasted adjusted earnings per share and intangible assets contribute to the generation of revenue and earnings. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s results or forecasts prepared in accordance with GAAP. The table below presents a reconciliation of the Company’s presented non-GAAP measure to the most directly comparable GAAP measure:

|  | 2025 Expectations |
| --- | ---: |
| Earnings per share-diluted (GAAP) | $10.25 |
| Amortization of purchased intangibles, net of tax | 0.68 |
| Intangible asset impairments, net of tax | 0.07 |
| Adjusted earnings per share-diluted (non-GAAP) | $11.00 |

41

## 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, 1,626 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 June 30, 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 June 30, 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 June 30, 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 Aug 1, 2025.
Source: SEC EDGAR, the filing index for accession 0000950170-25-101362. Last ingested by Listed: Oct 29, 2026, 11:20 ET. No prices; not investment advice.