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Item 2 — Management's Discussion and Analysis
Oshkosh Corporation · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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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 outlooks; 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 Company's ability to predict the level and timing of orders and costs on the U.S. Postal Service contract; the Company's ability to increase production rates in its municipal fire apparatus and delivery businesses; risks that trade wars and related tariffs could further reduce 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 achieve its projected material and manufacturing efficiency savings; 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 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; budget uncertainty for the U.S. federal government, including risks of future budget cuts, the impact of continuing resolution funding mechanisms or a prolonged federal government shutdown; 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 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, those described in the Company’s most recent Annual Report on Form 10-K 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.
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General
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 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 the Next Generation Delivery Vehicle (NGDV) for the United States Postal Service (USPS).
Overview
Consolidated sales in the second quarter of 2026 of $2.92 billion increased $183 million, or 6.7%, compared to the second quarter of 2025. The increase was primarily the result of higher sales volume, largely in the Access segment, and improved pricing. Consolidated operating income in the second quarter of 2026 was $243 million, or 8.3% of sales, compared to $292 million, or 10.7% of sales, in the second quarter of 2025. The decrease in consolidated operating income was primarily the result of unfavorable sales mix and higher manufacturing overhead costs, offset in part by the impact of higher gross margin associated with higher sales volume.
The Company's effective tax rate in the second quarter of 2026 included net discrete tax benefits of $16 million, primarily related to the expiration of the statute of limitations for a foreign anti-hybrid tax matter.
The Company continued to repurchase shares of its Common Stock, repurchasing 667,158 shares during the second quarter of 2026 for $92 million, bringing share repurchases for the first six months of 2026 to $139 million. Share repurchases during the previous twelve months benefited earnings per share during the second quarter of 2026 by $0.09 compared to the second quarter of 2025.
The Access segment delivered double-digit operating income margin during the second quarter of 2026 with strong sales in a dynamic environment. Access segment orders during the quarter were strong at $1.5 billion, resulting in a book-to-bill ratio of 1.1. Access segment backlog of $2.0 billion at June 30, 2026 provides great visibility for the remainder of 2026.
In the Vocational segment, we are continuing actions to modernize our municipal fire apparatus manufacturing and expand production to better serve customer demand. In the second quarter, the Company implemented new production changes to improve throughput that identified new material flow requirements, shifting from reliance on individuals with experience to standardized process flow. These new requirements are expected to result in a more gradual increase in throughput than previously expected.
The Company now expects its 2026 diluted earnings per share to be in the range of $10.50 on net sales of approximately $11.2 billion, compared to the Company's most recent estimates of diluted earnings per share of $10.90 on sales of $11.0 billion. The updated guidance primarily reflects a more gradual increase in the rate of municipal fire apparatus production. The earnings per share estimate includes after-tax charges of $0.72 per share related to amortization of purchased intangible assets and a $0.22 per share benefit relating to the expiration of a foreign anti-hybrid tax matter. Excluding these items, the Company now expects 2026 adjusted earnings per share to be in the range of $11.00.
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As the Company continues to manage the business in an evolving landscape, it is not providing 2026 expectations by segment. The Company believes fourth quarter results will be stronger than the third quarter as municipal fire apparatus capacity plans progress, it receives an expected order for additional NGDVs, it increases NGDV production and it builds more vehicles under revised defense contracts. The Company expects that the fourth quarter momentum will carry forward into 2027.
RESULTS OF OPERATIONS
CONSOLIDATED RESULTS
The following table presents consolidated results (in millions):
Second Quarter First Six Months
2026 2025 Change % Change 2026 2025 Change % Change
Net sales $ 2,915.1 $ 2,732.1 $ 183.0 6.7 % $ 5,232.9 $ 5,044.9 $ 188.0 3.7 %
Cost of sales 2,434.8 2,207.6 227.2 10.3 % 4,440.7 4,120.5 320.2 7.8 %
Gross income $ 480.3 $ 524.5 $ (44.2 ) -8.4 % $ 792.2 $ 924.4 $ (132.2 ) -14.3 %
% of sales 16.5 % 19.2 % -270 bps 15.1 % 18.3 % -320 bps
Selling, general and administrative $ 222.7 $ 213.3 $ 9.4 4.4 % $ 438.3 $ 424.3 $ 14.0 3.3 %
Amortization of purchased intangibles 14.4 13.8 0.6 4.3 % 28.7 27.3 1.4 5.1 %
Intangible asset impairment — 5.7 (5.7 ) -100.0 % — 5.7 (5.7 ) -100.0 %
Operating income $ 243.2 $ 291.7 $ (48.5 ) -16.6 % $ 325.2 $ 467.1 $ (141.9 ) -30.4 %
% of sales 8.3 % 10.7 % -240 bps 6.2 % 9.3 % -310 bps
Second Quarter 2026 Compared to 2025
Consolidated net sales increased primarily due to higher sales volume ($87 million) and improved pricing ($68 million).
The decrease in consolidated gross margin was primarily due to unfavorable sales mix (200 basis points), higher material costs (170 basis points), primarily related to higher tariff costs, and higher manufacturing overhead costs (80 basis points), offset in part by improved pricing (170 basis points).
The increase in consolidated selling, general and administrative expenses was primarily the result of higher employee compensation ($7 million) and increased legal and professional fees ($4 million).
The Company recorded an intangible asset impairment related to Pratt Miller of $6 million during the second quarter of 2025.
The decrease in consolidated operating income was primarily due to higher material costs ($55 million), unfavorable sales mix ($52 million), higher manufacturing overhead costs ($25 million) and higher warranty costs ($10 million), offset in part by improved pricing ($68 million) and the impact of higher gross margin associated with higher sales volume ($23 million).
First Six Months 2026 Compared to 2025
Consolidated net sales increased primarily due to improved pricing ($105 million), higher sales volume ($28 million) and favorable currency impacts ($25 million).
The decrease in consolidated gross margin was primarily due to adverse sales mix (200 basis points), increased material costs (160 basis points), primarily related to higher tariff costs, and higher manufacturing overhead (100 basis points), offset in part by improved pricing (150 basis points).
Consolidated selling, general and administrative expenses increased primarily due to higher employee compensation ($15 million).
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The Company recorded an intangible asset impairment related to Pratt Miller of $6 million during the second quarter of 2025.
The decrease in consolidated operating income was primarily due to adverse sales mix ($99 million), increased material costs ($93 million) and higher manufacturing overhead ($50 million), offset in part by improved pricing ($105 million).
The following table presents consolidated non-operating changes (in millions):
Second Quarter First Six Months
2026 2025 Change % Change 2026 2025 Change % Change
Interest expense, net of interest income $ (27.2 ) $ (28.1 ) $ 0.9 -3.2 % $ (52.5 ) $ (53.1 ) $ 0.6 -1.1 %
Miscellaneous, net 3.7 7.3 (3.6 ) -49.3 % 1.7 7.8 (6.1 ) -78.2 %
Provision for income taxes 37.2 65.2 (28.0 ) -42.9 % 47.7 102.0 (54.3 ) -53.2 %
Effective tax rate 16.9 % 24.1 % 17.4 % 24.2 %
Equity in earnings (losses) of unconsolidated affiliates $ 0.7 $ (0.9 ) $ 1.6 -177.8 % $ (0.4 ) $ (2.8 ) $ 2.4 -85.7 %
Second Quarter 2026 Compared to 2025
Miscellaneous, net primarily relates 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 2026 included foreign currency transaction gains of $1 million. Results for the second quarter of 2025 included a $6 million gain on an investment, partially offset by foreign currency transaction losses of $2 million.
The effective tax rate in the second quarter of 2026 included net discrete tax benefits of $16 million, primarily related to the expiration of the statute of limitations for a foreign anti-hybrid tax matter.
First Six Months 2026 Compared to 2025
Miscellaneous, net primarily relates 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 2026 included foreign currency transaction gains of $1 million and a $4 million loss on investments. Results for the first six months of 2025 included a $4 million gain on an investment and foreign currency transaction losses of $1 million.
The effective tax rate in the first six months of 2026 included net discrete tax benefits of $19 million, primarily related to the foreign anti-hybrid tax matter.
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SEGMENT RESULTS
Access
The following table presents the Access segment results (in millions):
Second Quarter First Six Months
2026 2025 Change % Change 2026 2025 Change % Change
Net sales $ 1,373.8 $ 1,256.0 $ 117.8 9.4 % $ 2,317.2 $ 2,213.1 $ 104.1 4.7 %
Cost of sales 1,136.3 994.2 142.1 14.3 % 1,959.9 1,765.2 194.7 11.0 %
Gross income $ 237.5 $ 261.8 $ (24.3 ) -9.3 % $ 357.3 $ 447.9 $ (90.6 ) -20.2 %
% of sales 17.3 % 20.8 % -350 bps 15.4 % 20.2 % -480 bps
Selling, general and administrative $ 81.7 $ 76.6 $ 5.1 6.7 % $ 162.7 $ 156.2 $ 6.5 4.2 %
Amortization of purchased intangibles 4.2 3.6 0.6 16.7 % 8.3 7.0 1.3 18.6 %
Operating income $ 151.6 $ 181.6 $ (30.0 ) -16.5 % $ 186.3 $ 284.7 $ (98.4 ) -34.6 %
% of sales 11.0 % 14.5 % -350 bps 8.0 % 12.9 % -490 bps
Second Quarter 2026 Compared to 2025
Access segment net sales increased primarily due to higher sales volume ($91 million) and improved pricing ($21 million).
The decrease in gross margin in the Access segment was primarily due to higher material costs (230 basis points), primarily related to higher tariff costs, and adverse sales mix (210 basis points), offset in part by improved pricing (110 basis points).
The decrease in operating income in the Access segment was primarily due to higher material costs ($33 million), adverse sales mix ($29 million), higher litigation reserves ($5 million), higher selling, general and administrative expenses ($5 million) and new product development spending ($3 million), offset in part by the impact of higher gross margin associated with higher sales volume ($25 million) and improved pricing ($21 million).
First Six Months 2026 Compared to 2025
Access segment net sales increased primarily as a result of higher sales volume ($58 million), favorable currency impacts ($24 million) and improved pricing ($22 million).
The decrease in gross margin in the Access segment was primarily due to adverse sales mix (240 basis points) and higher material costs (230 basis points), primarily related to higher tariff costs, offset in part by improved pricing (70 basis points).
The decrease in operating income in the Access segment was primarily due to adverse sales mix ($55 million), higher material costs ($55 million) and higher selling, general and administrative expenses ($7 million), offset in part by improved pricing ($22 million).
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Vocational
The following table presents the Vocational segment results (in millions):
Second Quarter First Six Months
2026 2025 Change % Change 2026 2025 Change % Change
Net sales $ 966.8 $ 969.7 $ (2.9 ) -0.3 % $ 1,791.8 $ 1,836.5 $ (44.7 ) -2.4 %
Cost of sales 768.2 749.3 18.9 2.5 % 1,430.3 1,423.1 7.2 0.5 %
Gross income $ 198.6 $ 220.4 $ (21.8 ) -9.9 % $ 361.5 $ 413.4 $ (51.9 ) -12.6 %
% of sales 20.5 % 22.7 % -220 bps 20.2 % 22.5 % -230 bps
Selling, general and administrative $ 68.1 $ 63.7 $ 4.4 6.9 % $ 136.9 $ 129.5 $ 7.4 5.7 %
Amortization of purchased intangibles 9.4 9.4 — 0.0 % 18.8 18.8 — 0.0 %
Operating income $ 121.1 $ 147.3 $ (26.2 ) -17.8 % $ 205.8 $ 265.1 $ (59.3 ) -22.4 %
% of sales 12.5 % 15.2 % -270 bps 11.5 % 14.4 % -290 bps
Second Quarter 2026 Compared to 2025
Vocational segment net sales decreased due to lower sales volume ($49 million), primarily related to lower refuse and recycling vehicle shipments due to continued soft market conditions, offset in part by improved pricing ($42 million).
The decrease in gross margin in the Vocational segment was primarily attributable to adverse sales mix (220 basis points), higher manufacturing overhead costs (220 basis points) and higher material costs (200 basis points), offset in part by improved pricing (300 basis points) and lower incentive compensation accruals (70 basis points).
The decrease in operating income in the Vocational segment was primarily due to adverse sales mix ($22 million), higher manufacturing overhead costs ($21 million), higher material costs ($19 million) and the impact of lower gross margin associated with lower sales volume ($15 million), offset in part by improved pricing ($42 million) and lower incentive compensation accruals ($11 million).
First Six Months 2026 Compared to 2025
Vocational segment net sales decreased due to lower sales volume ($123 million), primarily related to lower refuse and recycling vehicle shipments due to continued soft market conditions, offset in part by improved pricing ($75 million).
The decrease in gross margin in the Vocational segment was primarily attributable to higher manufacturing overhead (260 basis points), higher material costs (180 basis points) and adverse sales mix (140 basis points), offset in part by improved pricing (290 basis points) and lower incentive compensation accruals (40 basis points).
The decrease in operating income in the Vocational segment was primarily a result of higher manufacturing overhead ($44 million), the impact of lower gross margin associated with lower sales volume ($37 million), higher material costs ($33 million) and adverse sales mix ($26 million), offset in part by improved pricing ($75 million) and lower incentive compensation accruals ($14 million).
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Transport
The following table presents the Transport segment results (in millions):
Second Quarter First Six Months
2026 2025 Change % Change 2026 2025 Change % Change
Net sales $ 536.1 $ 479.1 $ 57.0 11.9 % $ 1,048.9 $ 942.1 $ 106.8 11.3 %
Cost of sales 493.0 435.2 57.8 13.3 % 978.8 872.5 106.3 12.2 %
Gross income $ 43.1 $ 43.9 $ (0.8 ) -1.8 % $ 70.1 $ 69.6 $ 0.5 0.7 %
% of sales 8.0 % 9.2 % -120 bps 6.7 % 7.4 % -70 bps
Selling, general and administrative $ 27.3 $ 26.1 $ 1.2 4.6 % $ 50.1 $ 51.2 $ (1.1 ) -2.1 %
Operating income $ 15.8 $ 17.8 $ (2.0 ) -11.2 % $ 20.0 $ 18.4 $ 1.6 8.7 %
% of sales 2.9 % 3.7 % -80 bps 1.9 % 2.0 % -10 bps
Second Quarter 2026 Compared to 2025
Transport segment net sales increased due to higher NGDV sales volume ($133 million) offset in part by lower Defense sales volume ($99 million).
The decrease in gross margin in the Transport segment was primarily due to adverse sales mix (220 basis points), higher warranty expense associated with a defense vehicle program (100 basis points) and higher manufacturing overhead (90 basis points), partially offset by the impact of an NGDV performance obligation associated with aftermarket rights (260 basis points).
The decrease in operating income in the Transport segment was primarily due to adverse sales mix ($11 million), higher warranty expenses ($6 million) and higher manufacturing overhead ($5 million), partially offset by the NGDV aftermarket rights performance obligation ($17 million).
First Six Months 2026 Compared to 2025
Transport segment net sales increased due to higher NGDV sales volume ($296 million) offset in part by lower Defense sales volume ($225 million).
The decrease in gross margin in the Transport segment was primarily due to adverse sales mix (250 basis points), higher warranty expense associated with a defense vehicle program (60 basis points) and higher manufacturing overhead (50 basis points), partially offset by lower unfavorable cumulative catch-up adjustments on contracts (180 basis points) and the impact of the NGDV aftermarket rights performance obligation (130 basis points).
The increase in operating income in the Transport segment was primarily a result of lower unfavorable cumulative catch-up adjustments on contracts (17 million), the impact of the NGDV aftermarket rights performance obligation ($17 million) and the impact of higher gross margin associated with higher sales volume ($11 million), offset in part by adverse sales mix ($27 million), increased warranty expenses ($7 million) and higher manufacturing overhead ($6 million).
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Corporate and other
The following table presents corporate and other results (in millions):
Second Quarter First Six Months
2026 2025 Change % Change 2026 2025 Change % Change
Net sales $ 38.4 $ 27.3 $ 11.1 40.7 % $ 75.0 $ 53.2 $ 21.8 41.0 %
Cost of sales 37.3 28.9 8.4 29.1 % 71.7 59.7 12.0 20.1 %
Gross income 1.1 (1.6 ) 2.7 -168.8 % 3.3 (6.5 ) 9.8 -150.8 %
Selling, general and administrative 45.6 46.9 (1.3 ) -2.8 % 88.6 87.4 1.2 1.4 %
Amortization of purchased intangibles 0.8 0.8 — 0.0 % 1.6 1.5 0.1 6.7 %
Intangible asset impairment — 5.7 (5.7 ) -100.0 % — 5.7 (5.7 ) -100.0 %
Operating loss $ (45.3 ) $ (55.0 ) $ 9.7 -17.6 % $ (86.9 ) $ (101.1 ) $ 14.2 -14.0 %
Second Quarter 2026 Compared to 2025
Net operating costs for corporate and other decreased primarily due to the non-recurrence of an intangible asset impairment ($6 million) at the Company's Pratt Miller business unit.
First Six Months 2026 Compared to 2025
Net operating costs for corporate and other decreased primarily due to the non-recurrence of the intangible asset impairment ($6 million) and improved operating results at Pratt Miller ($6 million).
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, 2026, including $403.6 million of cash and cash equivalents and $1.58 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, 2026 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 capital resources and liquidity position that the Company believes is adequate to meet its projected needs.
Financial Condition
The Company’s cash and cash equivalents and capitalization were as follows (in millions):
June 30, 2026 December 31, 2025
Cash and cash equivalents $ 403.6 $ 479.8
Total debt 1,102.8 1,100.9
Total shareholders’ equity 4,527.3 4,530.5
Total capitalization (debt plus equity) 5,630.1 5,631.4
Debt to total capitalization 19.6 % 19.5 %
The Company’s ratio of debt to total capitalization of 19.6% at June 30, 2026 remained within its targeted range.
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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, 2026, 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 43 days at December 31, 2025 to 48 days at June 30, 2026. Days sales outstanding for segments other than the Transport segment increased from 51 days at December 31, 2025 to 53 days at June 30, 2026 primarily due to the timing of sales in the Vocational segment. Consolidated inventory turns (defined as “Cost of Sales” on an annualized basis, divided by the average “Inventory” at the past five quarter end periods) increased from 3.6 times at December 31, 2025 to 3.7 times at June 30, 2026. 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, 2025 to 53 days at June 30, 2026 primarily due to more timely invoice processing.
Cash Flows
Operating Cash Flows
Operating activities provided cash of $213.3 million in the first six months of 2026 compared to using $305.7 million during the first six months of 2025. The improvement in operating cash flow reflected more disciplined working capital management related to lower inventory levels and higher customer advances. The Company continues to expect cash flow from operations to be between $750 million and $850 million in 2026.
Investing Cash Flows
Investing activities used cash of $42.1 million in the first six months of 2026 compared to using $99.1 million during the first six months of 2025. Through the first six months of 2026, the Company used $54.8 million for capital expenditures, a decrease of $26.1 million compared to the first six months of 2025. The Company continues to expect that it will invest $200 million on capital expenditures in 2026.
Financing Cash Flows
Financing activities used cash of $245.6 million in the first six months of 2026 compared to providing cash of $379.4 million during the first six months of 2025 primarily due to lower net borrowings and higher repurchases of common stock. 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. In the first six months of 2026, the Company repurchased 970,750 shares of its Common Stock at an aggregate cost of $138.9 million. As of June 30, 2026, the Company had approximately 7.0 million shares of Common Stock remaining under its repurchase authorization. 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.
Liquidity
Credit Agreements
On March 16, 2026, the Company entered into a Fourth 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”) with a maximum aggregate availability of $1.60 billion that matures in March 2031. At June 30, 2026, there were no borrowings under the Revolving Credit Facility and specified outstanding letters of credit of $15.9 million reduced available capacity under the Revolving Credit Facility to $1.58 billion.
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Under the Credit Agreement, the Company is obligated to pay (i) an unused commitment fee ranging from 0.080% to 0.200% 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.
In March 2025, the Company entered into a credit agreement with various lenders to borrow funds under a $500 million unsecured term loan (as amended, the “Term Loan”) that matures in March 2027. In March 2026, the Company executed a First Amendment to the Term Loan credit agreement to conform certain defined terms of the Term Loan to those contained in the Credit Agreement.
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, 2026 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 million of 4.60% unsecured senior notes due May 15, 2028 (the “2028 Senior Notes”). In February 2020, the Company issued $300 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 12 of the Notes to Condensed Consolidated Financial Statements for additional information regarding the Company’s debt as of June 30, 2026.
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, 2025 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 21% of the Company’s net sales in the first six months of 2026. 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, 2026 increased 3.7% to $14.75 billion compared to $14.23 billion at June 30, 2025. Access segment backlog increased 64.7% to $1.96 billion at June 30, 2026 compared to $1.19 billion at June 30, 2025 as the Company believes it is seeing a stronger construction equipment market driven by growth in data centers and megaprojects. Vocational segment backlog increased 5.6% to $6.62 billion at June 30, 2026 compared to $6.27 billion at June 30, 2025 due to continued growth in the municipal fire apparatus backlog and robust demand for airport products. Unit backlog for municipal fire apparatus as of June 30, 2026 was up 2.8% compared to June 30, 2025. Unit backlog for refuse and recycling collection vehicles as of June 30, 2026 was down 29.5% compared to June 30, 2025, which the Company believes is due to its customers being cautious in an uncertain macroeconomic environment. Transport segment backlog decreased 9.8% to $6.05 billion at June 30, 2026 compared to $6.71 billion at June 30, 2025, primarily reflecting NGDV production.
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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. Approximately 67% of the Company’s June 30, 2026 backlog is not expected to be filled in 2026.
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, 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:
2026 Expectations
Earnings per share-diluted (GAAP) $ 10.50
Amortization of purchased intangibles, net of tax 0.72
Expiration of foreign anti-hybrid tax matter (0.22 )
Adjusted earnings per share-diluted (non-GAAP) $ 11.00