The Oshkosh Way: A Corporation At Its Best

The Oshkosh Way: A Corporation At Its Best Code of Ethics & Standards of Conduct for Oshkosh Corporation WHERE PEOPLE W I T H BIG IDEAS BUILD THEM

Letter from our CEO Robert G. Bohn Chairman, CEO Dear fellow employee, You re part of a winning organization that plays by the rules. We design, build and sell quality specialty vehicles and equipment because our reputation rides on each vehicle and piece of equipment as it leaves our doors. We stand behind our work because we know that livelihoods and lives depend on our products. We say what we mean, and we honor our obligations because we know trust is hard-earned and easily lost. We compete with intensity and fairness. We value our employees. We obey the spirit and the letter of the law. We do the right thing because that s The Oshkosh Way. Every day you make choices that affect the reputation of Oshkosh Corporation and its subsidiaries as ethical and law-abiding corporate citizens. The course you choose will strengthen that reputation if you are guided by Oshkosh s core values our corporate compass points of accountability, honesty, respect and citizenship. These fundamental directions will help you properly apply the rules by which we operate the guidelines, laws, regulations, policies and procedures that govern our conduct. It is your obligation to know and follow these rules. The Oshkosh Way is a brief summary of the rules. Many are discussed in greater detail in our corporate policies and procedures. Others will be further explained in training sessions or by subject experts within the Company. If you have any questions in applying the rules, Oshkosh Corporation will make sure you get answers. If you have a question, it is your obligation to raise it. If you become aware of a violation of the rules, it is your obligation to report it. Oshkosh Corporation has come a long way since its founding in 1917. We ve grown in ways that couldn t have been imagined even a short time ago. Although our Company s course has changed from time to time, we ve always kept our bearings. Our compass points of accountability, honesty, respect and citizenship have never changed. That s what makes Oshkosh unique. That s The Oshkosh Way.

Oshkosh Corporation www.oshkoshcorporation.com

Table of Contents 4 Our Commitments 5 The Oshkosh Way 6 The Written Rules and Your Obligations 6-7 Follow Government Contracting Rules Observe Procurement Integrity Provisions Avoid False Statements and False Claims Charge Costs Truthfully Know and Follow Truth In Negotiations Law Avoid Kickbacks and Other Improper Gratuities Follow the Rules When Hiring or Working with Current or Former Government Employees 8 Disclose and Avoid Potential or Real Conflicts of Interest 8-9 Avoid Illegal and Questionable Gifts or Favors To Government Personnel To Non-Government Personnel To Foreign Government Personnel and Public Officials To Our Personnel Document Approved Expenditures and Report Improper Offers 10 Keep Complete and Accurate Books, Records and Communications Properly Account for Unallowable Costs Safeguard Corporate Assets and Practice Cost Consciousness 11 Stay Clear of Insider Trading and Tipping Become Familiar with and Strictly Adhere to Antitrust Laws 12 Avoid and Report International Boycotts and Restrictive Trade Practices Keep Our Company Harassment-Free and Discrimination-Free 13 Follow the Law and Use Common Sense in Political Contributions and Activities 14 Be Accountable for Your Conduct 15 A Corporation At Its Best 16 If It Feels Wrong... 17 Reporting Violations

Our Commitments Our beliefs in high ethical standards are carried through in our commitments to our shareholders, employees, suppliers, customers and communities. To our SHAREHOLDERS we are committed to pursuing sound growth and earnings objectives and to exercising prudent use of our assets and resources. To our EMPLOYEES we are committed to just and effective management, providing a safe and healthy workplace, and respecting the dignity and privacy due all human beings. To our SUPPLIERS we are committed to fair competition and the sense of responsibility required of a good customer. To our CUSTOMERS we are committed to producing reliable products and services at a fair price that are delivered on time and within budget. To our COMMUNITIES, which span the globe, we are committed to being responsible neighbors, reflecting all aspects of good citizenship. 4

The Oshkosh Way We face choices every day. We are constantly called upon to make decisions that affect our jobs, our co-workers and our Company. Each of these decisions is directed not only by the facts at hand, but by a set of values. As an employee of Oshkosh Corporation or one of its subsidiaries, your decisions must be guided by corporate values. Oshkosh s values serve as compass points. They help us choose a course that is consistent with the Company s direction. While laws, regulations, policies and procedures also provide direction, it is our values that help us navigate through gray areas those foggy places not illuminated by written rules. Without values, a corporation travels whichever way the wind happens to blow at the time. This may result in short-term gains, but almost certainly guarantees long-term failure. How does each of these four core values affect our daily decision-making? Here s a closer look at what our values mean in our daily work lives. Honesty We are truthful in all our endeavors. We are honest and forthright with each other and with our shareholders, employees, customers, suppliers and communities. We say what we mean. We deliver what we promise. We stand for what is right. Citizenship We obey all the laws of the countries in which we do business. We do our part to make our communities better places in which to live. Accountability We speak up and report concerns in the workplace without fear of retribution. We seek clarification and guidance whenever we have questions. We honor our obligations. RESPECT Respect We treat each other with dignity and fairness. We appreciate the diversity of our workforce and the uniqueness of each employee. 5

The Written Rules and Your Obligations Written rules provide guidance in most situations. The following summary highlights the major rules governing our conduct. It is your obligation to know and follow these rules. It is your obligation to promptly raise any questions you may have with the appropriate personnel. Should you fail to receive adequate answers through normal channels, it is your obligation to seek guidance through the Corporate HotLine. It is your obligation to attend and participate in compliance training related to your position. Follow Government Contracting Rules All employees will strictly follow the laws, rules and regulations governing acquisition of goods and services by the U.S. government. In dealing with the federal government, employees shall comply with applicable federal regulations, including the Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS). Additional federal regulations and laws are summarized below: Observe Procurement Integrity Provisions We will compete fairly and ethically in all business situations. No Oshkosh Corporation employee shall seek or accept, from any source, information that is government procurement-sensitive or security-classified, or any information about a competitor, in circumstances where there is reason to believe the release or receipt of such information is unauthorized. Under the Procurement Integrity Act, employees are prohibited from seeking or obtaining contractor bid or proposal information or source selection information, during a procurement, as these terms are defined in the FAR. Avoid False Statements and False Claims The submission to a U.S. government customer of a proposal, quotation or other document or statement that is false, incomplete or misleading can result in civil and/or criminal liability for the Company and for the employees and supervisors who are involved in or condone such a practice. Personnel involved in the negotiation of contracts shall ensure that all statements, communications and representations to customer representatives are accurate and truthful. 6

Charge Costs Truthfully Sufficient care must be taken to ensure proper recording and charging of all costs to the appropriate account, regardless of the status of the budget for that account. The falsification of time cards or other cost records will not be tolerated. Every supervisor is personally responsible for assuring that the time of employees is recorded promptly and accurately. It is specifically prohibited for any employee to submit or to concur in the submission of any claims, bids, proposals, or any other documents of any kind that are false, fictitious or fraudulent. Such acts are criminal violations (felonies) that can result in criminal prosecution of the Company and the employee involved. Know and Follow Truth In Negotiations Law In submitting certain sole-source negotiated proposals to the federal government, the Company has an affirmative duty to disclose and certify current, accurate and complete cost or pricing data under the Truth In Negotiations Act (TINA) and all other appropriate laws or regulations. Avoid Kickbacks and Other Improper Gratuities The Anti-Kickback Act prohibits accepting or making any payments as an inducement for the award of a subcontract or as an acknowledgment of such award. A payment is considered to include a fee, commission, compensation, gift or gratuity to the corporation or to any employees (including their relatives), officers or agents. Pursuant to the Anti-Kickback Act, no person may: (1) provide, attempt to provide, or offer to provide any kickback; (2) solicit, accept, or attempt to accept any kickback; or (3) include, directly or indirectly, the amount of a kickback in the price charged by a contractor to the United States. A kickback means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided, directly or indirectly, to any prime contractor, prime contractor employee, subcontractor, or subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection with a prime contract or in connection with a subcontract relating to a prime contract. Follow the Rules when Hiring or Working with Current or Former Government Employees Laws and regulations covering former federal government employees and former military personnel restrict the duties they may perform for the Company, whether as consultants or employees, and in some cases prohibit their hiring. As to certain federal procurement officials, it is illegal to make, directly or indirectly, any offer or promise of future employment or business opportunity to such official. Human Resources, or the Corporate Compliance Group, shall be consulted before hiring or retaining former government employees and before any discussions or contacts by employees with any federal procurement official regarding future employment or business opportunity. 7

Disclose and Avoid Potential or Real Conflicts of Interest All employees of Oshkosh Corporation or any of its subsidiaries have a duty to avoid financial, business or other relationships which might be opposed to the interests of the Company or might affect their independent judgment about the best interests of the Company or their performance of duties. Employees should conduct themselves in a manner that avoids even the appearance of conflict between their personal interests and those of the Company. Employees are prohibited from involvement in any interests that actually or potentially conflict with the interests of the Company without written approval from the General Counsel. Apparent conflicts of interest can easily arise. Any employee who faces a conflict situation, whether actual or potential, should report all pertinent details to the General Counsel or the Corporate Compliance Group. Avoid Illegal and Questionable Gifts or Favors The sale of our products must always be free from the perception that favorable treatment was sought, received or given on the basis of the furnishing or receipt of gifts, entertainment, favors, hospitality or other gratuities. Similarly, our purchase of supplies, materials and services from vendors, suppliers and subcontractors must be done in a manner that preserves the integrity of a procurement process based on quality and performance. Our policies specifically prohibit offering, giving, soliciting or receiving any form of bribe or kickback. These are criminal acts. Since laws and regulations relating to entertainment and gifts vary, employees should exercise caution and sound judgment at all times and should contact the Corporate Compliance Group with any questions. To Government Personnel Federal, state and local government departments and agencies are governed by laws and regulations concerning acceptance by their employees of entertainment, meals, gifts, gratuities, promises of loans or loans, payments of any kind and other things of value from firms and persons with whom those departments and agencies do business or over whom they have regulatory authority. Company policy prohibits our employees, contractors and agents from giving or offering to give any of these items to government personnel. There are, however, permissible exceptions within these laws and regulations such as distributing token business mementos and providing nominal refreshments during the conduct of business discussions. As these exceptions are narrowly construed and subject to change or deletion, any question concerning them should be directed to the Corporate Compliance Group. 8

To Non-Government Personnel Furnishing meals, refreshments and entertainment in conjunction with business discussions with non-government personnel is a commonly accepted business practice. Oshkosh Corporation and its subsidiaries permit their employees to engage in this practice. The furnishing of meals, refreshments or entertainment, however, should not violate the standards of conduct of the recipient s organization. Our policies prohibit gifts of more than nominal value to any private individual, firm or entity with which we do business or seek to do business. Employees who make and supervisors who approve expenditures for meals, refreshments or entertainment must use discretion and care to ensure that such expenditures are in the proper course of business and could not reasonably be construed as bribes or improper inducements. To Foreign Government Personnel and Public Officials All our employees, contractors and agents must scrupulously adhere to the letter and spirit of the Foreign Corrupt Practices Act (FCPA). The FCPA prohibits giving money or items of value to a foreign official for the purpose of influencing a foreign government. The FCPA further prohibits giving money or items of value to any person or firm when there is reason to believe that it will be passed on to a government official for this purpose. All matters pertaining to the FCPA must be coordinated with the Corporate Compliance Group. To Our Personnel Employees of Oshkosh Corporation and its subsidiaries may accept meals, refreshments or entertainment of nominal value in connection with business discussions. While it is difficult to define the term nominal by means of a specific dollar limitation, a common sense determination should dictate that nominal excludes anything that could be considered lavish, extravagant or frequent. It is the personal responsibility of each employee to ensure that his or her acceptance of such meals, refreshments or entertainment is proper and could not reasonably be subject to being construed as an attempt by the offering party to secure favorable treatment. No employee is permitted to accept gifts with a value of $50.00 or more from individuals, firms or representatives of firms who have or seek business relationships with Oshkosh Corporation or its subsidiaries. Should circumstances arise where gifts are received and cannot be returned, such gifts shall be turned in to the Corporate Compliance Group for disposition. Except for loans by recognized banks and financial institutions that are generally available at market rates and terms, an employee or member of his or her family may not accept from an individual or firm doing or seeking business with the Company any loan, guarantee of loan, or payment. It is not permissible to accept any service, lodging or travel of any value whatsoever, unless rendered in conjunction with the performance of Company business. Document Approved Expenditures and Report Improper Offers All approved expenditures for meals, refreshments, entertainment and gifts must be fully documented and recorded in strict accordance with established policies and procedures. Employees should report to the Corporate Compliance Group any instance in which they are offered money, gifts or anything else of value by a supplier or prospective supplier. Employees should seek advice from the Corporate Compliance Group if they face problems in this area. 9

Keep Complete and Accurate Books, Records and Communications The Company s financial statements and all books and records on which they are based must accurately reflect all transactions of the Company and its subsidiaries. They are maintained in a manner that provides for an accurate and auditable recording of all financial transactions in conformity with Generally Accepted Accounting Principles (GAAP) and applicable Cost Accounting Standards (CAS). All disbursements of funds and all receipts must be properly and promptly recorded. All Company funds must be retained in corporate bank accounts except for office petty cash. No undisclosed or unrecorded fund may be established for any purpose. No false or artificial statements or entries may be made for any purpose in the books and records of the Company or in any internal or external correspondence, memoranda or communication of any type, including telephone, email or wire communications. All entries must contain an appropriate description of the underlying transaction. All reports, vouchers, bills, invoices, payroll and service records and other essential data must be prepared with care and honesty. All costs shall be accurately recorded and charged to the proper cost center. Employees are responsible for consulting the applicable corporate policy or procedure, work order, or their supervisors, and logging correctly into the system to charge their time appropriately. Hours worked and costs shall be applied to the account for which they were incurred. Properly Account for Unallowable Costs Employees shall ensure that unallowable costs pursuant to FAR Part 31 or by agreement with the government are properly identified so they are not charged to the government. Employees will comply with all applicable Cost Accounting Standards. Safeguard Corporate Assets and Practice Cost Consciousness Every employee is charged with the duty to preserve the Company s assets, property, facilities and equipment; its intellectual property, including patents, trademarks and trade secrets; and equipment that has been furnished by our customers and suppliers. Because Oshkosh Corporation is a publicly-traded company and a major government contractor, it is imperative that we demonstrate sensitivity to cost control. The Company is, and must continue to be, a cost-conscious contractor. All materials and services for the conduct of the Company s business must be acquired in accordance with the most rigorous procurement standards, obtaining items of appropriate quality at a price that optimizes total cost to the Company and to the customer. The Company s policies provide for reimbursement of reasonable expenses incurred by employees who travel on business or to Company-sponsored events. 10

Stay Clear of Insider Trading and Tipping There will be occasions when an employee knows important information affecting the Company s activities that has not been publicly released. In such cases, the information must be held in the strictest confidence by the employee or employees involved. It is a violation of federal law to purchase or sell a company s securities while aware of what is known as material nonpublic information. It is also a violation of federal law to give that nonpublic information to a third party so they may trade in those securities. This unlawful practice is known as tipping. Employees may not buy or sell Oshkosh Corporation securities while aware of material nonpublic information, nor may they provide such information to others for that purpose. Further, employees may not buy or sell securities in any other company about which they have material nonpublic information. Become Familiar with and Strictly Adhere to Antitrust Laws Generally speaking, antitrust laws of the United States prohibit agreements or actions in restraint of trade, i.e., restrictive practices that may reduce competition without providing beneficial effects to consumers. Among those agreements and activities found to be clear violations are agreements or understandings among competitors to fix or control prices or other terms of sale; to rig bids; to boycott specified suppliers or customers; to allocate products, territories or markets; to fix a resale price; or to limit the production or sale of products or product lines. Such agreements are illegal and against Company policy. Employees may never engage in discussions of such matters with representatives of other companies. Merely listening to such discussions, without taking action, may be construed as a violation of antitrust laws. Accordingly, employees must report to the Corporate Compliance Group any instance in which such discussions have taken place. U.S. antitrust laws also apply to international operations and transactions related to imports and exports from the United States. Also, the international activities of the Company may be subject to antitrust laws of foreign nations or organizations such as the European Union. Because of the complexity of antitrust laws, employees must bring any questions about antitrust laws and their applications to the General Counsel or to the Corporate Compliance Group, so legal advice can be obtained. 11

Avoid and Report International Boycotts and Restrictive Trade Practices It is illegal to enter into an agreement to refuse to deal with potential or actual customers or suppliers, or to otherwise engage in or support restrictive international trade practices. Neither Oshkosh Corporation nor its subsidiaries will directly or indirectly engage in any activity which reasonably could have the effect of promoting a restrictive international trade practice. The mere receipt of a request to engage in such activity becomes a reportable event by law. Therefore, all employees shall immediately seek advice from the Corporate Compliance Group should any such request be received that even seemingly seeks the Company s involvement in such a restrictive trade practice. Keep Our Company Harassment-Free and Discrimination-Free It is the policy of Oshkosh Corporation and its subsidiaries to maintain a working environment free from all forms of sexual harassment or intimidation of any kind. Unwelcome sexual advances, requests for sexual favors or other verbal or physical conduct of a sexual nature are serious violations of Company policy and will not be condoned or permitted. The Company also prohibits any type of harassment, whether verbal or physical, based on religion or national origin. Not only is harassment a violation of our policy, but it may also violate federal law. Company policy also prohibits any employment practice which in any way discriminates or tends to discriminate against any person, employee or applicant for employment with respect to compensation, terms, conditions or privileges of employment because of an individual s race, color, religion, national origin, sex, age, disability, veteran status, marital status, citizenship status, creed, sexual orientation or other protected categories as provided by law. Any conduct of this type will not be tolerated. 12

Follow the Law and Use Common Sense in Political Contributions and Activities No corporate funds or assets, including the work time of any employee, will be contributed, loaned or made available directly or indirectly to any political party or to the campaign of any candidate for a federal, state or local office. No corporate funds or assets may be used for or contributed to any foreign political party, candidate or committee. Employees are strongly encouraged to become involved in civic affairs, to serve on community boards and committees, and to participate in other political activities. Employees must recognize, however, that their involvement and participation must be on an individual basis, on their own time, and at their own expense. Contributions made or expenses incurred by an employee to support or oppose any candidate, political party or ballot initiative must be made from that employee s personal funds, and the employee is strictly prohibited from seeking reimbursements of those contributions or expenses from the Company or any other entity. Further, when an employee speaks on public issues, it must be made clear that comments or statements made are those of the individual and not Oshkosh Corporation or its subsidiaries. Oshkosh Corporation has established a registered political action committee to afford eligible employees an opportunity to collectively support Congressional candidates who have shown support for programs and policies of interest to Oshkosh Corporation and its subsidiaries. Political action committees are legal and are closely regulated by the Federal Election Commission. The Oshkosh Corporation Employee Political Action Committee (OCEPAC) shall comply with all regulations and laws governing such organizations. Participation in the OCEPAC is voluntary. This paragraph is not to be considered a solicitation for donations to the OCEPAC. 13

Be Accountable for Your Conduct Failure to comply with the standards contained in this Code may result in disciplinary action up to and including termination, referral for criminal prosecution, and reimbursement to the Company for any losses or damages resulting from the violation. As with all matters involving investigations of violations and discipline, principles of fairness and dignity will be applied. Any employee charged with a violation of this Code will be afforded an opportunity to explain his or her actions before disciplinary action is taken. Disciplinary action may be taken: Against employees who authorize or participate in actions in violation of this Code or Company policy. Against any employee who deliberately fails to report a violation or deliberately withholds relevant and material information concerning a violation. Against the violator s managerial superiors, to the extent that the circumstances of the violation reflect inadequate supervision or a lack of diligence. Against any supervisor who retaliates, directly or indirectly, against an employee who reports a violation of this Code or Company policy. 14

A Corporation At Its Best The rules contained in The Oshkosh Way: A Corporation At Its Best represent a summary of some of the many laws, regulations and policies that govern our conduct. Additional information can be obtained through participating in compliance training, visiting the compliance intranet site, consulting corporate policies and procedures, and seeking information from corporate legal counsel or the Corporate Compliance Group. In accordance with the Sarbanes-Oxley Act of 2002, Oshkosh Corporation also provides a confidential Corporate HotLine available to all employees for reporting concerns about questionable accounting, internal accounting controls or auditing matters. Callers to the Corporate HotLine may choose to remain anonymous and will not be subject to retaliation of any kind for making a Corporate HotLine call. Any concerns relating to accounting, internal accounting controls or auditing matters will be promptly reported to the Audit Committee of the Oshkosh Corporation Board of Directors. In addition, these concerns will be confidentially investigated and corrective action taken if necessary. 15

If It Feels Wrong... Each of us has an internal set of personal values that impact our daily decision-making. Oshkosh Corporation has always had a culture built on solid values. Our corporate compass points of honesty, citizenship, accountability and respect help guide us through sometimes murky ethical situations. When something is not consistent with these compass points, it often feels wrong it doesn t seem like The Oshkosh Way. In a culture based on values, the feeling that something is wrong is an important decision-making tool. These feelings should be heeded and explored. To clarify whether a potential course of action follows The Oshkosh Way, ask yourself the following questions: Are my actions legal? (Have I sought the appropriate legal advice?) Am I being fair and honest? Will my actions stand the test of time? How will I feel about myself afterwards? How would it look in the newspaper? Will I sleep soundly tonight? What would I tell my child to do? If the answer to any of these questions gives you pause, it is your obligation to seek clarification. Oshkosh Corporation has followed an ethical course through its long and successful history. As a part of this organization, you must help steer a true course. Each day you contribute to our reputation as a successful, ethical corporate citizen. You do so because it s the right way to do business because it s The Oshkosh Way. 16

Reporting Violations A Hotline has been established to answer questions about legal or ethical issues at work, to clarify the Code of Ethics and Standards of Conduct outlined in The Oshkosh Way, and to allow employees another means to report potential wrongdoing. The Hotline is managed by an independent, third-party provider and is available 24 hours a day, 7 days a week, 365 days a year. Callers to the Hotline have the option of remaining anonymous. All issues are handled in a confidential manner to the maximum extent possible considering the need to investigate and to comply with other legal obligations. Employees are encouraged to contact the Hotline without fear of retribution or retaliation. Contact the Hotline, toll-free, at: 1.866.554.3844, or 1.800.235.9151, extension 22001 17

Oshkosh Corporation www.oshkoshcorporation.com Oshkosh Corporation 2307 Oregon Street, PO Box 2566 Oshkosh, WI, USA 54903-2566 ph 920.235.9150 fax 920.233.9506 2009 Oshkosh Corporation OSK0009-HRCO-COE 6/09