Oshkosh Corporation (holding Company) · NYSE:OSK

Oshkosh Corporation (holding Company) — Proxy Contest (October 2012)

25 slides from Oshkosh Corporation (holding Company)'s proxy contest presentation, Oct 26, 2012

  1. Slide 1: Oshkosh Corporation EPS Opportunity

    Oshkosh Corporation EPS Opportunity £0, $2.27)

  2. Slide 2: Oshkosh has a detailed strategy to deliver substantial value to shareholders

    (1) Adjusted earnings per share excludes net of tax restructuring related charges of (1) Based on Company estimates. $0.13, charges associated with the curtailment of pension and other postretirement benefit plans of $0.02, costs incurred in connection with a proxy contest of $0.05 and discrete tax

  3. Slide 3: ao 2012E 201M

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  4. Slide 4: Housing starts assumptions and recovery

    —Housing starts assumptions: 0.8 million in FY13; 1.2 million in FY14; and 1.4 million in FY15. —Sources: Unit data—Truck Mixer Manufacturing Board; Housing Starts—U.S. Census Bureau. —Concrete mixer parts demand was up 20% in fiscal 2012 and up more than 100% from the recessionary low. —Wallboard l

  5. Slide 5: Oshkosh Corporation Fourth Quarter Fiscal 2012

    Oshkosh Corporation Fourth Quarter Fiscal 2012 October 26, 2012 Charles L. Szews Chief Executive Officer Wilson R. Jones President and Chief Operating Officer David M. Sagehorn Executive Vice President and Chief Financial Officer Patrick N. Davidson Vice President, Investor Relations

  6. Slide 6: Forward-Looking Statements

    Forward-Looking Statements This presentation includes forward-looking statements. To the extent this presentation constitutes proxy solicitation material to which the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) applies, the Company believes such statements to be “forward looking”

  7. Slide 7: MOVE Delivered in Q4

    MOVE Delivered in Q4 Results exceeded most recent expectations Q4 Adjusted EPS* of $0.65 on sales of $2.1 billion in FY12 vs. Adjusted EPS of $0.50 in FY11 Margins expanded in all segments Rationalized businesses in Fire & Emergency segment to drive improved profitability Repurchased 0.5 million sha

  8. Slide 8: MOVE on Track to Achieve FY15 EPS Targets

    MOVE on Track to Achieve FY15 EPS Targets Market Recovery Continuing as Expected Indicators support strong North American Access Equipment markets Utilization rates are high and fleet age remains elevated 15% jump in housing starts from August to September (872,000 adjusted annual rate) Housing reco

  9. Slide 9: Optimizing Cost Initiatives Progressing

    Optimizing Cost Initiatives Progressing Expect annualized 62 bps impact for FY13 from actions implemented in FY12 Announced conversion of salaried defined benefit pension plans to defined contribution plans effective January 1, 2013 Reduces cash flow and expense volatility Significantly reduced supp

  10. Slide 10: Defense Business Update

    Defense Business Update Managing for expected lower future production levels Workforce reduction of 490 employees and contractors in January 2013 U.A.E. M-ATV production/shipments progressing on target Continuing to pursue additional international business Oshkosh in excellent position with JLTV EMD

  11. Slide 11: Non-Defense Business Update

    Non-Defense Business Update Strong North American access equipment market Positive indicators: utilization, rental rates, fleet age Annual negotiations commenced with national rental companies Order timing shifted from Q4 FY12 to 1H FY13 Solid improvements in Fire & Emergency International shipments

  12. Slide 12: Non-Defense Business Update

    Non-Defense Business Update Recovery evident in construction Mixer and wallboard loader orders continue to improve Particular strength in western United States CNG continues to drive demand for RCVs CNG mixers gaining momentum Rollout of Oshkosh Operating System continues to drive improvements Proce

  13. Slide 13: Consolidated Results

    Consolidated Results Sales impacted by: Non-defense volumes Higher FMTV volume Lower defense aftermarket parts Lower FHTV and M-ATV volume Margins impacted by: Price realization Improved FMTV margins Higher stock-based and incentive compensation Comments (Dollars in millions, except per share amount

  14. Slide 14: Expectations for FY13

    Expectations for FY13* 11 Additional expectations Corporate expenses up ~10% (higher IT investment) Tax rate of ~33% CapEx of ~$70 million Free cash flow $75 - $100 million Share count of ~91.5 million Segment information Measure Access Equipment Defense Fire & Emergency* Commercial Sales (billions)

  15. Slide 15: For information contact

    For information contact: Patrick N. Davidson Vice President, Investor Relations 920 966-5939 pdavidson@oshkoshcorp.com Tina Schmiedel Director, Investor Relations 920 233-9235 tschmiedel@oshkoshcorp.com

  16. Slide 16: Appendix: Access Equipment

    2012 2011** (Dollars in millions) Net Sales % Change Adjusted Operating Income* % Change % Margin Appendix: Access Equipment Sales impacted by: Double digit volume increases in North America Price realization Margins impacted by: Price realization Product mix Backlog down 50% vs. prior year to $361

  17. Slide 17: Appendix: Defense

    Appendix: Defense Sales impacted by: - Lower FHTV and M-ATV volume - Lower aftermarket parts sales + Higher FMTV volume Margins impacted by: + Year/year improvement in FMTV margins + LIFO and contract definitization adjustments - Product mix Backlog down 40% vs. prior year to $3.1 billion Comments 2

  18. Slide 18: Appendix: Fire & Emergency

    2012 2011 Appendix: Fire & Emergency Sales impacted by: + International fire apparatus volume Margins impacted by: + Improved absorption related to higher volumes + Improved operational efficiencies Backlog flat vs. prior year at $478 million** Comments October 26, 2012 OSK Fourth Quarter 2012 Earni

  19. Slide 19: Appendix: Commercial

    Appendix: Commercial Sales impacted by: + Higher concrete mixer and RCV volume + Higher parts & service sales Margins impacted by: + Improved absorption related to manufacturing efficiencies and volume - Investments in MOVE initiatives Backlog up 11% vs. prior year to $156 million October 26, 2012 1

  20. Slide 20: Appendix: Commonly Used Acronyms

    Appendix: Commonly Used Acronyms October 26, 2012 17 OSK Fourth Quarter 2012 Earnings Call ARFF Aircraft Rescue and Firefighting MECV Modernized Expanded Capability Vehicle AWP Aerial Work Platform MRAP Mine Resistant Ambush Protected CNG Compressed Natural Gas MSVS Medium Support Vehicle System (Ca

  21. Slide 21: Appendix: Non-GAAP to GAAP Reconciliation

    Appendix: Non-GAAP to GAAP Reconciliation October 26, 2012 18 OSK Fourth Quarter 2012 Earnings Call The table below presents a reconciliation of the Company’s presented non-GAAP measures to the most directly comparable GAAP measures (in millions, except per share amounts): 2012 2011 2012 2011 2012 2

  22. Slide 22: Important Information for Investors and Shareholders

    IMPORTANT INFORMATION FOR INVESTORS AND SHAREHOLDERS This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. In response to the tender offer for the shares of the Company commenced by IEP Vehicles Sub LLC and Icahn Enterprises Holdings L.P., the Com

  23. Slide 23: Base Salary

    Base Salary For its review and adjustment of base salaries at its September 2010 meeting, the Committee used the Towers Watson Executive Compensation Database that Towers Watson provided to us in August 2010 by position to evaluate the competitiveness of our named executive officers’ base salaries.

  24. Slide 24: Annual cash incentive award levels

    * Note that we did not use ROIC for fiscal year 2009. Rather, we used consolidated DNWCI to focus on cash flow, which was more important at that time. In November 2011, the Committee again assigned each executive threshold, target and maximum annual cash incentive award payment levels for fiscal yea

  25. Slide 25: Stock Options

    Stock Options The Committee believes stock options are a valuable tool that ties a portion of the executives’ compensation to stock price appreciation. Because participants realize value from stock options only when and to the extent that the price of our Common Stock on the date of exercise exceeds

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