54 slides from Oshkosh Corporation (holding Company)'s proxy contest presentation, Jan 9, 2012
Slide 1: Schedule 14A
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted
Slide 2: Fee paid previously with preliminary materials
¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule
Slide 3: Schedule 13D amendment No. 5 filed; proxy statement notice
On January 9, 2012, Carl C. Icahn and affiliated entities filed amendment No. 5 to Schedule 13D relating to Oshkosh Corporation, a copy of which is filed herewith as Exhibit 1. ON DECEMBER 15, 2011, THE PARTICIPANTS (AS DEFINED BELOW) FILED A DEFINITIVE PROXY STATEMENT WITH THE SECURITIES AND EXCHAN
Slide 4: Exhibit 1
EXHIBIT 1
Slide 5: Schedule 13D cover page, Oshkosh Corporation
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Oshkosh Corporation (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 688239201 (CUSIP Number) Keith Schaitkin, Esq. Icahn Capital LP 767 Fi
Slide 6: Schedule 13D Item 1 and Item 4
SCHEDULE 13D Item 1. Security and Issuer This statement constitutes Amendment No. 5 to the Schedule 13D relating to the Common Stock, par value $0.01 (the “Shares”), issued by Oshkosh Corporation (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on
Slide 7: Signature
SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 9, 2012 ICAHN PARTNERS MASTER FUND LP ICAHN PARTNERS MASTER FUND II LP
Slide 8: Oshkosh Corporation: A Company in Need of a New Direction
Exhibit 1 Oshkosh A COMPANY Corporation IN NEED OF A NEW DIRECTION
Slide 9: Special note regarding this presentation
2Special T IM S R N A E D SA NE H L F V A N T D E ASFO C N IA L M S IFO IFN IE O ST S R L ID O M E YV note P N L R IT L E OR E N OR O IE A IO M L HT N M F T FE N T B A regarding CW A O H IR E ITH S O ,L SN T K V TT L E IO H EE O FE G N H IE D H R SM N E A P IO F D O G PW SE S RS R TA TN T R C F N OL
Slide 10: Oshkosh Executive Summary
Oshkosh 3E XECUTIVE Corporation SUMMARY
Slide 11: Executive Summary: How we got here
Executive 4A ?In ?Oshkosh ?Despite ?Weak Oshkosh decline 2006 end the recently Oshkosh in recently Summary markets OSK company’s announced stock borrowed began have – How price restructuring exacerbated production we over afrom new got$3 $65.76 here strategic of billion efforts these theinFMTV, prob
Slide 12: Executive Summary: What we believe Oshkosh needs to do
Executive 5W JLG Defense Core {Develop Focus e believe –Business Explore on –a Summary Position new streamlined that–alternatives international Oshkosh Usethe –the Where company manufacturing weak needs including growth do economy ato we new participate plan go astrategic and potential from toinclud
Slide 13: Executive Summary: Icahn's stake and board nominees
6IExecutive directors conducted cahn purchased with Summary the aanalysis breadth a 10% – Where contained stake of experience in doOshkosh we herein goand from and and who drawn here is have currently conclusions familiarity the company’s solely in dealing onlargest the with basis ashareholder compa
Slide 14: Oshkosh Stock Performance 2007-2011
Oshkosh 7A OSK $70.00 1/3/2007 $- NEED 2007-2011 $60.00 Corporation 1/3/2008 FOR $50.00 CHANGE Stock 1/3/2009 $40.00 Performance 1/3/2010 $30.00 $20.00 1/3/2011 $10.00
Slide 15: Substantial need for change: total shareholder return and debt
Ashkosh 8O substantial ??Total Total $8,000 2006 Equity OSK $10.00 $15.00 $20.00 $25.00 $30.00 $35.00 $40.00 need2011 Enterprise Net $7,000 for Enterprise total Stock change pay Debtshareholder $6,000 down Value Performance Value of $5,000 debt has return fallen during $4,000 was over this $3,000 -3
Slide 16: Street estimates have been lowered several times
Atreet 9S several Consensus $900.0 11/4/2009 Segment 2012E Goldman needearnings 2013E $850.0 for research Projected Defense 11/4/2010 change 2012 F&E $800.0 estimates analysts Estimated 4.4% Operating 0.9% 11/4/2011 $750.0 5.2% are have 0.9% EBITDA projecting $700.0 Income Sachs been lowered Commerc
Slide 17: Oshkosh compared with peers' stock performance
ATrinity Compared All OSK 9876543212012 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31Wabash Terex Miller Rosenbauer Federal Manitowoc Mueller Cummins need Agco Meritor Textron Triumph Valmont Wabtec Toro Spririt Greenbrier Harsco Precision Paccar Joy BE Kaman SPX Barnes Parker Na
Slide 18: Commercial and fire businesses compared to competitors
Direct 11 Commercial $25 $5 Oshkosh $200 2006 $- Rosenbauer €50 €0 Miller $40 $35 $30 $20 $15 $10 $0 Operating 2007-2011 $2,500 $2,000 Federal $1,500 $1,000 $500 $-Oshkosh $75 $75 $95 €75 $150 $475 $375 $275 $175 $155 $135 $115 €675 $450 $400 $350 $300 $250 $200 $150 2007 Federal Comps Industries 20
Slide 19: Problems: segment operating income declines
12While JerrDan, product, Deutz-Fahr Dealerships The Problems This U restructuring, Goldman JerrDan #1 segment towing and revenue aSachs attow “network dealers which Core JerrDan Fire SAME operating has company truck has & declined businesses seen represent under Emergency projected of company the 5
Slide 20: Problems: defense segment margins versus peers
Problems Despite 13 phenomenon 10.0% 15.0% 20.0% 25.0% 2005 0.0% Margin OSK 2004 Source: 2006 2013 Including Defense 5.0% underperformance Projections similar atRevenue 2007 Defense ySegment Oshkosh budgetary Corp 2008 from $774.1 Ovehead 2009 Margins Defense Goldman headwinds in$2,372.2 2010 the Al
Slide 21: Oshkosh in Turbulence: JLG Acquisition and Value Destruction
Oshkosh IN 14 TURBULENCE 2006 OSHKOSH Corporation ANDACQUIRED VALUE DESTRUCTION JLG A MOVE THAT SIGNALED THE START OF A PERIOD OF
Slide 22: Acquisition history 1996-2006 and JLG debt
JLG Oshkosh 15 1996 1997 2000 2001 2004 From in debt –TEMCO Viking Pierce Nova JerrDan 1996-2006 The and Acquisition turning Quintech significant Medtec BAI Geesink the CON-E-CO point company 1998 History exposure Norba McNeilus completed 2005 to weakening London 199915 Kewaunee acquisitions 2006 co
Slide 23: JLG: management overpaid at the wrong time
JLGbelieve 16 The Management According entire We leverage, – current The to turning Oshkosh JLG shareholders should Goldman market covenant was point admit overpaid the cap Sachs, defaults, wrong will ofthat the not for JLG they deal, company operating fully JLG will made atcapture the represent alo
Slide 24: JLG: synergies questionable, managing two cyclical businesses
17 two Managing Leaves While potential Synergies JLG The Distribution Shareholders – operating is hasThe ainlargest acyclical synergies doubt are separate aturning recovery deals may highly rental aperformance business plan with be point and customer questionable better atequipment to Caterpillar di
Slide 25: JLG strategic and financial options
JLG 18 Strategic Financial We An A Post Oshkosh Without Even objectively JLG focused unlevered believe –aifJLG may The sale aunrelated would buyers sale be buyers Oshkosh turning sale review would Oshkosh worth now Oshkosh Oshkosh have may may bolster businesses vs. point all more would isthe be be
Slide 26: The MOVE Strategy: Latest Attempt to Placate Shareholders
Oshkosh THE 19 MOVECorporation STRATEGY: THE LATEST ATTEMPT TO PLACATE SHAREHOLDERS
Slide 27: MOVEing nowhere: management statements since 2007
MOVEing For 20 Develop Cut Make Bob (Q1 Oshkosh mitigate 10 costs 2007 Bohn strategic years or value experienced and Earnings 2/2/2007 nowhere exploit Oshkosh maintain added acquisitions these Call) “Our products declining followed lean unprecedented core to cost grow growth revenue aoperations simp
Slide 28: MOVEing nowhere: five years later the board endorses a new plan
MOVEing Five 21 ?The best After shareholders) catchy path years Board this acronym forward process after nowhere turned volume to the toprovide consultants Board declines along the greatest began towith “review, the Management value Board analyze, for conducted ourendorsed and shareholders” assess a
Slide 29: MOVEing nowhere: MOVE versus past strategy
MOVEing 22 MOVE Past Market Capture 6/9/2010 to…participate recovery Optimize 2/4/10 Facility structure generation, Debt and underutilized implemented Value “increased 9/16/2010 enhancing products economic Emerging Targeting 8/2/2010 organic future International potential. benefit Strategy reduction
Slide 30: MOVEing nowhere: waiting for a recovery
MOVEing We 23 ?Waiting ?We It ?”We ?”there Call ?”You to ?”we appears believe believe believe expect don’t know, remains tomanagement it’s nowhere that expect see Oshkosh weakness how starting how MOVE little long the things clarity to needs domestic in can wants represents come thecertain turn aon
Slide 31: MOVEing nowhere: optimize cost structure
MOVEing Optimize 24 ?Lean Execution ?The “I has Oshkosh $120.0 $—2.0% 2008 Sachs think seen Fire Revenue and 10.0% we the Fire 2008 Cost & on efficient nowhere missed greatest Emergency this &$100.0 and Structure 2009 Emergency strategy facilities both operations 2010 consolidation 8.0% in plant and
Slide 32: MOVEing nowhere: emerging markets expansion
MOVEing Emerging 25 ?The Oshkosh $11,000 Northcompany increase America 30.0% International market nowhere ingenerated as $10,000 international expansion a % of Sales 25.0% Total more appears exposure Sales sales $9,000outside to $8,000 be from onof 2010 the 20.0% North back to 2011 $7,000 America bu
Slide 33: We believe the company should move now
We 26 MOVEover Market integrating find Emerging •Defense Urgency A Capital Shedding sale focused believe a team downturn would Position Bring should Market existing non-core the that management allow company towill be the & the Immediately invested operations, Use JLG assets the company company comp
Slide 34: Alarming Deterioration in Defense Performance and Profitability
Oshkosh AN 27 CORE ALARMING BUSINESS: Corporation DETERIORATION DEFENSE IN PERFORMANCE AND PROFITABILITY IN THE
Slide 35: Defense: failure in the core business, MRAP, JLTV, FMTV
Defense We 28 concerning ?MRAP—While ?JLTV ?FMTV FHTV believe constitutes – –The Failure Thetrack that company company the record the a core substantial company was underbid of competency failure kicked recovered portion ainout huge the ofof of acore contract and early defense the defense won Defens
Slide 36: Defense: failure of the FMTV bid
Defense We 29 ?The They ?BAE Oshkosh ?Navistar believe manner entered had Failure reportedly had and been that inBAE into a the lower which producing the FMTV both allegations bid bidding cost this 33% filed FMTVs structure contract illustrates under process aturned complaint the for was and the wit
Slide 37: Defense: management errors on the FMTV contract
Defense Rather 30 ?Errors ?Higher ?”The ?”We right ybuilding We inbelieve experienced can iron than advance inquality Failure to.” go the removal accepting Q42011 on this technical requirements all ofunprofitable some scheduled day system Earnings responsibility talking data start on package up than
Slide 38: Defense: FMTV distraction
Defense This 31 ”The Earnings ”We attention have are focus FMTV going Failure to Call meetings on these production fixing to tackle other every an cost unprofitable those launch morning reduction [cost hasand takeout consumed contract initiatives.”Q32011 every opportunities] has afternoon many distr
Slide 39: Defense: margins unique to Oshkosh versus peers
Defense Management 32 While Oshkosh Much 25.0% 2005 0.0% OSK Source: 2006 Defense of tighter 20.0% Projections Failure the in2007 the margin has budgets 15.0% Segment past 2008 suggested from has and 10.0% have 2009 Margins OSK maintained profitability Goldman and that 2010 5.0% Including will probl
Slide 40: Defense: FHTV bid risk
Defense We 33 The It “We If seems appears Oshkosh are Heavy areconcerned going Failure that that Tactical has the the to a same similar be company Oshkosh Vehicle in group anresult interesting is platform isofsetting already on competitors thisenvironment has up program, trying for been failure who
Slide 41: Defense: industry consolidation
Defense We 34 ”we coming term General Weak forward believe will interests profitability period, Dynamics Failure rely that on inand defense anormal robust and recently thisanis industry market and organization normal. agreed competitive forces consolidation For to purchase to our dominated make indu
Slide 42: A New Direction to Create Shareholder Value
Oshkosh A 35NEW DIRECTION Corporation TO CREATE SHAREHOLDER VALUE
Slide 43: A New Direction: monetize JLG
JLG 36 This To A The Monetizing anNew company outright effectively company should must Direction be sale with this expand accomplished may already expand or investment a–spin stronger have JLG internationally, has JLG would distribution distribution should balance simultaneously forbea fair accretiv
Slide 44: A New Direction: participate in defense consolidation
A New As 37 Truck General To Consolidating Oshkosh Current Thestand DOD board products Direction Management Dynamics alone should does programs needs not activity as are be to –industry have recently still have Defense abeparticipant appears creative will the attracting become players allow balance
Slide 45: A New Direction: commercial and fire & emergency businesses
A New Apparently 38 businesses They Outside The From activities company only have 2008-2011 Direction ofbusiness been aover Oshkosh few purchased operates the unable areas the –which Commercial/ last business has such 42 to 5Med-Tec not has years grow separate asfocused had went airport market Fire
Slide 46: A New Direction: grow niche businesses or replace management
A the 39 The If New board current Direction should management –take immediately refocus Commercial/ advantage the is unwilling company develop Fire of a & weak or on an Emergency incapable increasing integration economyofdomestic by plan carrying expanding for these and out international these the n
Slide 47: The Icahn Slate
Oshkosh THE 40 ICAHN Corporation SLATE
Slide 48: The Icahn Slate overview
The Icahn Director 41 Jose manufacturer. Marc Emergency Daniel Directors Vincent Senior Samuel Managing Alvin Former Maria Gustafson “Buzzy” Managing Ninivaggi CEO President Chief CEO/Chairman Merksamer Intrieri with Slate Director Alapont One of Administrative Currently substantial Krongard Iveco b
Slide 49: The Icahn Slate: José Maria Alapont
Theserves José 42 executing company markets industrial manufacturers firefighting, design 1997 Mr. businesses. management He countries. Alapont Alapont, Icahn Maria toplatforms 2003, with from equipment international on Slate Alapont He defense will has between from and the his including and 2005 wa
Slide 50: The Icahn Slate: Marc Gustafson
The truck Marc 43 career fire Mr. underperforming American joining into $3000 truckGustafson Icahn a dealer Gustafson profitable in per American the companies. La Slate vehicle in transport France, brings was North entity. businesses, La savings previously France, and ato industry, He major the Cent
Slide 51: The Icahn Slate: Daniel Ninivaggi
Thewell Daniel 44 strategy, as left Mr. the Ninivaggi Icahn Ninivaggi company asinformation as Slate a comprehensive brings is was currently currently inExecutive July technology, to the serves 2009. the board Vice President strategic From onhuman athe President solid 1991-2003 board review and reso
Slide 52: The Icahn Slate: Alvin "Buzzy" Krongard
Thewell Alvin 45 as Chairman Mr. Police Krongard Icahn “Buzzy” Foundation. as years and Slate spent served is CEO Krongard of onexperience He the six where asis Global years the also he Executive in aled in Board Director government/national athe corporate company ofDirector DLA of Iridium setting.
Slide 53: The Icahn Slate: Vincent Intrieri
TheIcahn Vincent 46 restructuring by similar bankruptcy, Associates Mr. Intrieri Icahn investments Intrieri Enterprises. Slate focused brings is currently built and currently new using skills on involving serves During management distressed acorporate that Senior on will his distressed the Managing
Slide 54: The Icahn Slate: Samuel Merksamer
The Merksamer Samuel 47 businesses. input Mr. Icahn and Merksamer strategic Slate also brings is currently currently direction serves skills serves on afor that Managing the several on will boards thebeboard portfolio Director helpful of Federal-Mogul, of Dynegy to companies atthe Icahn company Inc.