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Oshkosh Board Of Directors Unanimously Rejects Carl Icahn’s Unsolicited, Inadequate, Highly Conditional And Opportunistic Tender Offer

Mr. Donnelly continued, “Our Board and management team are confident that the continued execution of the Company’s MOVE strategy will deliver substantially greater value to its shareholders than Mr. Icahn’s highly contingent Offer. Our MOVE strategy has delivered proven results in fiscal 2012, and we recently outlined a clear path to continue creating meaningful value for all shareholders that is substantially greater than Mr. Icahn’s Offer. We expect the continued execution of our MOVE strategy will yield stronger results by driving higher incremental margins and improved cash flows through cost reduction strategies, prudent capital allocation and global growth. If Mr. Icahn had proposed an alternative that created greater value than the Company’s current strategy, the Board would have been open to exploring that alternative. However, he has failed to do so.”

Charles L. Szews, Oshkosh Corporation chief executive officer, said, “Mr. Icahn’s Offer does not compensate all shareholders for the compelling growth we expect to achieve in the market recovery. As demonstrated by our fiscal 2012 fourth quarter results, we are delivering on our plan and gaining momentum. We nearly doubled our fiscal 2012 fourth quarter adjusted income from continuing operations compared to our fiscal 2011 fourth quarter, and we exceeded the high end of the range of our most recent expectations for fiscal 2012 adjusted earnings per diluted share by $0.12. In fact, we significantly beat consensus earnings estimates for each quarter of fiscal 2012. We are targeting to approximately double adjusted earnings per share from continuing operations to $4.00-$4.50 by fiscal 2015 compared to fiscal 2012 expectations and are well on our way to delivering on the operational objectives necessary to create a powerful, global industrial company and creating significant value for all Oshkosh shareholders.”

Oshkosh included the following letter to shareholders in its Schedule 14D-9 being filed today:

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