ICAHN ISSUES OPEN LETTER TO SHAREHOLDERS OF OSHKOSH CORP.

(The following is a reformatted version of a press release
issued by Carl Icahn and received via e-mail. The release was
confirmed by the sender.) 
CARL ICAHN ISSUES OPEN LETTER TO SHAREHOLDERS OF
OSHKOSH CORPORATION 
New York, New York, November 8, 2012, Carl Icahn today issued
the following open letter to shareholders of Oshkosh
Corporation: 
Dear Fellow Oshkosh Shareholders,
Oshkosh’s Board of Directors recently sent a letter to all
shareholders, rejecting and grossly misrepresenting my offer.
The letter is frankly a blatant and insulting obfuscation of my
intent and the facts.  I have made it abundantly clear that my
simple and straightforward intent is to see the price of OSK
shares go higher. Unlike management and incumbent directors who
are, in my opinion, inordinately concerned with preserving their
own jobs, their status and the empire which they have built for
themselves, my interests are 100% aligned with shareholders,
because I am a shareholder.  I have concluded that my tender,
along with the subsequent proxy campaign, represents the
clearest, most straightforward and least risky path towards
realizing a higher share price for all shareholders. 
I am not conducting this tender to take Oshkosh private.  I
would be happy to have shareholders, rather than tender, simply
join with me and support my board slate as we seek to drive the
stock price higher through a breakup of Oshkosh’s disparate
businesses.  For those who do not feel that this breakup can
achieve a substantial increase in value, as well as those who
are concerned about the future of the defense and construction
markets, I have provided them a cash tender option at a
substantial premium to where the shares were trading prior to my
offer.  However, shareholders who are willing to take the risks
inherent in the business could ride along with me to reap the
reward of realizing the sum of the parts valuation. 
Nonetheless, I would encourage all shareholders to tender before
the December 3, 2012 deadline to send a strong message to this
board that something more must be done to enhance shareholder
value. All shareholders will have the opportunity to withdraw
their shares from the tender offer, if they would like to
continue to hold their OSK stock and thereby co-invest with me,
just as they did in CVR Energy. 
While this board has made numerous statements regarding the
conditionality of my offer and their own intentions, which I
believe are inaccurate and misleading, there is a simple fact
which, in my opinion, trumps all others: When Charles Czews
became COO and President of Oshkosh on October 1, 2007, the
closing price of OSK shares was $61.95 per share.  Approximately
five years later, on October 10, 2012, the day before I
announced that I would commence a tender offer for Oshkosh, the
closing price of OSK shares was $26.85 per share. It should also
be noted that the year prior to Mr. Szews being appointed
President and COO, the Fire & Emergency segment reported
operating income of $107.5 million and in the last 12 months the
segment LOST $12.9 million.  I believe that it is an
indisputable fact that this board and their management team have
established a track record of failure.  Oshkosh management, in
my opinion, has spent the bulk of their effort providing excuses
why they have not performed rather than working to provide
shareholders a value enhancing strategic alternative. 
While the Oshkosh board would like you to believe that they are
willing to consider all options to increase value for
shareholders, I believe that is simply not true. For the last 18
months we have made considerable overtures regarding the
disparate nature and prospects of Oshkosh’s businesses. Despite
both public and private statements that the board has
“considered,” “studied” and “discussed internally” value
enhancing options for shareholders, they have not taken outward
confirmable action to determine if a transaction was feasible. 
In fact, in their recent SEC filing discussing the background to
this tender, they mention the board meeting on six occasions to
discuss the option of a poison pill, but only one mention in
passing of the board discussing the M&A market. Moreover, they
seem more than willing to pay investment banks hostile defense
fees, yet unwilling to hire them to run a process which could
result in a higher share price. Does this sound like a board
concerned with maximizing shareholder value, or a board acting
to maximize their own status and compensation? 
Over the years, I have come to the belief that most profitable
investments are based on simple self evident truths. While I
believe it is self evident that the separation of JLG would
enhance value, this board has continually stated that they fail
to comprehend how a JLG spin-off would create value for
shareholders. I suppose this is not surprising, as they are not
meaningful shareholders in this company and increasing the stock
price seems to me to not be their focus.  I believe that this
separation is absolutely required to fully realize the value of
Oshkosh’s assets.  After the tender and annual meeting is
completed, if we prevail, we expect that the new board will
investigate every possible strategy to separate these businesses
so that it can be accomplished in the most efficient manner
possible.  They may determine that it is more efficient to sell
or spin the defense business outright thereby achieving our goal
of separation. This is yet another option which the Oshkosh
management team has refused to consider. 
While conglomerate businesses typically trade at a discount to
focused companies, which is also the case here, we believe the
issue at Oshkosh is much more substantial. Actual shareholders
should realize that the large defense business at Oshkosh is
subject to substantial uncertainty concerning future project
awards, profitability, risks associated with the ever changing
management to shrink the business, and the results of the recent
election and subsequent budget issues. This business is
difficult to understand, difficult to model and the risk profile
makes it a difficult stock to own for shareholders who are used
to looking at machinery and construction equipment stocks.  We
strongly believe that the cloud of uncertainty will be hanging
around this defense business at least until the JLTV award is
settled which might not be for years. Separate businesses would
allow an investor to pick and choose the risks they are willing
to take, based on their view of the valuation drivers. 
Furthermore, I believe that focused and dedicated management
teams, similar to the one which was able to build JLG into a
valuable company from 1999 to 2006, will be able to drive
consistent and substantial improvement in operating performance
at JLG.  Under the stewardship of the current Oshkosh board,
there have been five different heads of JLG in the last five
years. How can a company develop a long-term growth and
profitability strategy with a revolving door of senior managers,
almost none of whom have any real industry experience? 
It is time for shareholders to take control of their own company
and remove a board and management with, in our view, an abysmal
track record compounding years of poor financial and strategic
performance with years of stock price depreciation.  We believe
that a new board will establish focused and proven management
teams, separate businesses to enhance the stock price and return
value for shareholders. All shareholders who are in favor of the
following actions should tender now to send a strong signal to
management and realize that they can withdraw their shares from
the tender at a later date if they would prefer to remain
shareholders and seek to realize the upside benefit. 
Very truly yours, 
/s/Carl C. Icahn
NOTICE TO INVESTORS
------------------- 
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND
OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL
C. ICAHN, WILLIAM M. LASKY, JOSÉ MARIA ALAPONT, WILLIAM A.
LEIDESDORF, DANIEL A. NINIVAGGI, MARC F. GUSTAFSON, JAMES COWAN,
JAMES L. NELSON, JACK G. WASSERMAN, A.B. KRONGARD, KEITH COZZA,
SUNGHWAN CHO, HUNTER GARY, ICAHN VEHICLES SUB LLC, HIGH RIVER
LIMITED PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP.,
ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS
MASTER FUND II L.P., ICAHN PARTNERS MASTER FUND III L.P., ICAHN
ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP
LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP,
BECKTON CORP. AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM
THE STOCKHOLDERS OF OSHKOSH CORPORATION FOR USE AT ITS 2013
ANNUAL MEETING WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO
THE PARTICIPANTS IN SUCH PROXY SOLICITATION.  WHEN COMPLETED, A
DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO
STOCKHOLDERS OF OSHKOSH CORPORATION AND WILL ALSO BE AVAILABLE
AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE
AT http://WWW.SEC.GOV.  INFORMATION RELATING TO THE PARTICIPANTS
IN A POTENTIAL PROXY SOLICITATION IS CONTAINED IN THE SCHEDULE
13D FILED BY MR. ICAHN AND CERTAIN OF HIS AFFILIATES WITH THE
SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2011, AS AMENDED. 
THIS FILING IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION
OF AN OFFER TO SELL SECURITIES.  THE OFFER TO BUY SHARES OF
OSHKOSH CORPORATION (THE “COMPANY”) COMMON STOCK WAS MADE
PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT IEP
VEHICLES SUB LLC, (“OFFEROR”), AN INDIRECTLY WHOLLY OWNED
SUBSIDIARY OF ICAHN ENTERPRISES HOLDINGS LP, AS CO-BIDDER, FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON
OCTOBER 17, 2012.  ON OCTOBER 17, 2012, THE OFFEROR AND CO-BIDDER ALSO FILED A TENDER OFFER STATEMENT ON SCHEDULE TO WITH
THE SEC RELATING TO THE OFFER. THE TENDER OFFER STATEMENT
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND OTHER OFFER DOCUMENTS) CONTAIN, AND THE
SOLICITATION/RECOMMENDATION STATEMENT FILED BY THE COMPANY WITH
THE SEC ON OCTOBER 26, 2012, CONTAINS, IMPORTANT INFORMATION
THAT SHOULD BE READ CAREFULLY AND CONSIDERED BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE TENDER OFFER. THE TENDER OFFER
MATERIALS WERE SENT FREE OF CHARGE TO ALL STOCKHOLDERS OF THE
COMPANY ON OR ABOUT OCTOBER 17, 2012. ALL OF THESE MATERIALS
(AND ALL OTHER MATERIALS FILED BY THE OFFEROR OR THE COMPANY
WITH THE SEC) ARE AVAILABLE AT NO CHARGE FROM THE SEC THROUGH
ITS WEBSITE AT WWW.SEC.GOV.  INVESTORS AND SECURITY HOLDERS MAY
ALSO OBTAIN FREE COPIES OF THE DOCUMENTS FILED WITH THE SEC BY
DIRECTING A REQUEST TO D.F. KING & CO., INC. BY MAIL TO 48 WALL
STREET, 22ND FLOOR, NEW YORK, NEW YORK 10005, OR BY CALLING
TOLL-FREE (800) 347-4750 OR (212) 269-5550. 
Contact: Susan Gordon (212) 702-4309 
(sgp) NY 
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