Oshkosh Corporation (OSK)
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AGM 2017

Feb 7, 2017

Richard M. Donnelly
Director and Chairman of the Board, Oshkosh

...Good morning, and welcome to the 2017 Annual Meeting of the Shareholders of Oshkosh Corporation. I'm Dick Donnelly, Director and Chairman of the Board, and this meeting is now called to order. Joining me today are the other directors of Oshkosh Corporation, as well as the company's executive officers. I would like to introduce the other directors at this time and thank each of them personally, and on behalf of our shareholders, for their support and service to Oshkosh Corporation. Would each of you stand as you're recognized? Keith Allman, who is the President and Chief Executive Officer of Masco Corporation. Peter Hamilton, who is the retired Senior Vice President and Chief Financial Officer of Brunswick Corporation. Wilson Jones, President and Chief Executive Officer of Oshkosh Corporation. Leslie Kenne, who's the retired U.S. Air Force Lieutenant General. Kimberly Metcalf-Kupres, who is the Chief Marketing Officer of Johnson Controls International.

Steven Mizell, who is the Executive Vice President, Human Resources of Monsanto Company. Stephen Newlin, who is the Chair, President, and Chief Executive Officer of Univar Inc. Craig Omtvedt, who is the retired Senior Vice President and Chief Financial Officer for Fortune Brands. Duncan Palmer, who is the Global Chief Financial Officer of Cushman & Wakefield. John Shiely, who's the retired Chairman and Chief Executive Officer of Briggs & Stratton Corporation. And finally, Scott Wallace, who's the retired Commanding General of the United States Army Training and Doctrine Command. As the company previously announced, I am retiring as Chairman and as a Director of Oshkosh, effective at the close of this meeting. With my announcement, the board has also acted to elect Craig Omtvedt to serve as your Chairman of the Board following the close of this meeting.

Craig has served on the board since 2008, and I have great confidence in his ability to lead this great board. Thank you, Craig. Sitting next to me is Ignacio Cortina, Executive Vice President, General Counsel, and Corporate Secretary. Also here today are James Stewart and Sandy Haase of Deloitte & Touche, the company's independent accountants, and Gary Farrar, the Independent Inspector of Elections. This meeting is being held for the purposes stated in the notice of the annual meeting. Ignacio, please report on the mailing of this notice and the attendance at this meeting.

Ignacio A. Cortina
EVP, General Counsel and Corporate Secretary, Oshkosh

Thank you, Dick. Notice of this meeting was mailed on December 20th to all shareholders of record at the close of business on December 12th, 2016, the record date for this meeting. I have an affidavit as to the mailing. Greater than a majority of the shares of common stock issued and outstanding as of the December 12th, 2016 record date are represented here today, so there is a quorum present, subject to the certification by the Independent Inspector of Elections. Mr. Chairman, this meeting is lawfully convened.

Richard M. Donnelly
Director and Chairman of the Board, Oshkosh

Thank you, Ignacio. If you are a shareholder of record and wish to vote your shares in person, the polls are open, and you may obtain a ballot now from the Inspector of Elections table in the back of the room.

Ignacio A. Cortina
EVP, General Counsel and Corporate Secretary, Oshkosh

If anyone is voting on the authority of a legal proxy, please note that fact on the ballot. You should give both the proxy and the ballot to the Inspector of Elections. Shareholders who have already voted by proxy, including over the internet or by phone, do not need to complete a ballot.

Richard M. Donnelly
Director and Chairman of the Board, Oshkosh

The first item of business to come before the meeting is the election of the directors for terms to expire at the 2018 annual meeting. Ignacio, will you please read the names of the Board of Directors nominees to be voted on by the shareholders?

Ignacio A. Cortina
EVP, General Counsel and Corporate Secretary, Oshkosh

The names of the Board of Directors nominees are Keith Allman, Peter Hamilton, Wilson Jones, Leslie Kenne, Kimberly Metcalf-Kupres, Steven Mizell, Stephen Newlin, Craig Omtvedt, Duncan Palmer, John Shiely, and Scott Wallace.

Richard M. Donnelly
Director and Chairman of the Board, Oshkosh

Thank you, Ignacio. The nominations are closed. The second item of business to come before this meeting is the ratification of the appointment of Deloitte & Touche as the company's independent auditors for the fiscal year ending September 30, 2017. The third item of business is the consideration of a resolution to approve, on an advisory basis, the compensation of our executive officers named on page 45 of the proxy statement. The fourth item of business to come before this meeting is the consideration of an advisory vote to determine how often to hold an advisory vote on the compensation of the company's named executive officers. The board has recommended that shareholders vote to hold the advisory vote every year. The fifth and final item of business to come before this meeting is a proposal to adopt the 2017 incentive stock and award plan.

Ignacio, please proceed with the vote and provide a report on the results.

Ignacio A. Cortina
EVP, General Counsel and Corporate Secretary, Oshkosh

I currently hold proxies for at least 67 million shares of common stock, authorizing Dick and me to vote these shares on the items of business for today's meeting, and we have voted these shares accordingly. Based on a preliminary tabulation from the Inspector of Elections, I can report as follows as to the items of business at today's meeting. Shares representing at least 95% of the common stock voting today were voted for each of the nominees for director. I declare each of the nominees elected. In excess of a majority of the shares voting today voted to approve the ratification of the appointment of Deloitte & Touche, the compensation of our named executive officers, and the 2017 incentive stock and awards plan. As a result, those proposals are approved.

And lastly, continuing to hold an annual advisory vote on the compensation of our named executive officers received the most votes, and the board will consider that advisory recommendation.

Richard M. Donnelly
Director and Chairman of the Board, Oshkosh

Thank you for that very positive report. After the adjournment of this meeting, Wilson Jones, Oshkosh Corporation's President and CEO, will report on the company's business. As there is no further business to come before this meeting, and absent a motion to the contrary, I declare the meeting adjourned, and I thank you all for coming today. Now, if you allow me to step out of the formal piece, just a couple comments as I step down. It has been a privilege and an honor for me to represent you, our shareholders, for the past several years as your chairman, years in which we faced major challenges and great successes. Your board is very focused on your interests and will continue to guide and support the Oshkosh leadership.

Our management team is focused on delivering superior total shareholder returns for you, employing excellent leaders across the depth and breadth of the company and employing a very dedicated workforce, all focused on a strong, results-tested corporate strategy that we all know is MOVE. Speaking of results-tested strategy, all of you can remember those dark days when our stock tumbled below $5 a share and celebrate our recent highs in the low 70s. That's a great job, Oshkosh team. Thank you for that. My personal thanks to you and to the board and management for all that they have done for this great company. Good luck to you, Craig, as you lead the board into Oshkosh's second century. Thank you for the opportunity to serve as your chairman. Now, Ignacio has a brief comment.

Ignacio A. Cortina
EVP, General Counsel and Corporate Secretary, Oshkosh

Thank you, Dick. Mr. Jones, our President and Chief Executive Officer, will now report on the company's activities and provide other information regarding the company's operations. Today's presentation is being webcast. The audio replay will be available on our website for approximately 12 months. The remarks that follow, including the videos shown at this meeting, include statements that we believe to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements are subject to risks that could cause actual results to be materially different. Those risks include, among others, matters that we have described in our annual report on Form 10-K, filed with the SEC on November 22, 2016, our first quarterly report of fiscal year 2017, filed on January 26, 2017, and other filings we make with the SEC.

We disclaim any obligation to update these forward-looking statements, which may not be updated until our next quarterly earnings press release, if at all. References in Mr. Jones's remarks to a quarter or a year are to our fiscal quarter or fiscal year, unless stated otherwise. Now, please welcome Wilson Jones, President and Chief Executive Officer of Oshkosh Corporation.

Wilson R. Jones
President and CEO, Oshkosh

Good morning!

Richard M. Donnelly
Director and Chairman of the Board, Oshkosh

Good morning.

Wilson R. Jones
President and CEO, Oshkosh

Welcome to our business update. 100 years strong. What an accomplishment. It's gonna be an exciting year as we celebrate our hundredth anniversary. Behind me is our logo that you'll be seeing throughout 2017. We'll talk a little bit more about our hundredth goal later, but I'd like to also recognize our talented directors. We're fortunate to have this board. They're focused, they work closely with us, and just do a wonderful job in representing our shareholders. Also, would like to ask the leadership team to stand and be recognized. So group, if you would stand. How about a round of applause for our leadership team? Another talented group that's tactically and strategically driving this company every day, and I appreciate all they do. Also, would like to congratulate Craig Omtvedt on becoming our chair.

Craig has worked with us, as Dick mentioned, since 2008. He knows our company. He's done a wonderful job chairing our audit committee, and I know he'll do a wonderful job in representing our board of directors. I don't know how to thank this gentleman. You heard his words. Dick Donnelly, distinguished career at General Motors over 38 years, a director for us since 2001, chaired our board since 2011. Really led the way from a governance standpoint and was recognized nationally. The National Directors Institute recognized Dick Donnelly as Director of the Year. And just last year, the New York Stock Exchange recognized Dick Donnelly as the Non-Executive Chairman of the Year.

Now, think about how many thousands of publicly traded companies are out there, and our chair is the Non-Executive Chair of the Year from the New York Stock Exchange. You know, well-deserved, Dick Donnelly, and I can't thank you enough for all your contributions. We're gonna miss you, but we wish you the best. Thank you, Dick. I feel like the room is like this. This is like the dark corner, and everyone's leaning over here, so I'm gonna kinda hang out over here and don't be offended, friends over here. I'll, I'll sneak over there every now and then. But, you know, when we think about 2016. It really would be termed a year of strong execution, driven by our people first focus. We had revenue and earnings per share growth, driven by good recovery in our defense and fire and emergency segment.

Being a different integrated global industrial enabled us to grow in a year that our largest segment was down for the second consecutive year. We improved operations as we continue using the tools of our Oshkosh Operating System to simplify our business. We generated $490 million of free cash flow, and from a capital allocation standpoint, we repurchased 2.5 million shares, or approximately 3% of our outstanding shares, and we continued increasing our annual dividend by 11%. From a segment and geography profile standpoint, you can see Access is our largest segment. These numbers will MOVE around a little bit this year as Defense and Fire and Emergency continue their strong recovery. From a geography standpoint, roughly 24% of our business was international last year.

We expect that to increase in 2017 with our large international defense order that we'll be delivering. In 2016, we continued with our industry-leading brands. We held the number one market position in nearly every market we compete in. One good example is look at the tactical wheeled vehicles, the heavies, the mediums, and the lights. All the tactical wheeled vehicle programs today are in our programs, the Oshkosh program. Our plan is to continue to invest in these strong brands as we go forward. Our 2017 estimates look like this: $6.5 billion-$6.7 billion range in revenue, adjusted operating income of $390 million-$430 million, and adjusted earnings per share guidance of $3-$3.40.

Now, here's a good example of how this different integrated global industrial is working together. If we can achieve the midpoint of this guidance, we will increase revenue, operating income, and earnings in a year that, again, our largest segment will be down for the third consecutive year. Now, I can tell you, and I think most of you know us, we don't go after the midpoint of a range. Our team goes after the maximum side of all our goals and initiatives, and that'll be the goal this year. Going back to our founding fathers, at Oshkosh, it's always been about people with a shared purpose of making a difference in people's lives, with a perseverance DNA that's just really deep in our company that leads to superior performance. Taking a short history walk, our founders, William Besserdich and B.A. Mosling.

Mosling had two really good components, a transfer case and a front-wheel drive axle. Now, you talk about making a difference in people's lives. I don't think any of us were around in 1917, but they tell me the roads weren't paved, and so they were focused on mobility for automotive, and they had these two good components with patents. Unfortunately, the auto industry didn't embrace these components. Peter Mosling, the grandson of B.A. Mosling, shared with us over 50 rejection letters that these two gentlemen received. But thankfully, these two men didn't know how to give up. That perseverance DNA started right there, and in May of 1917, they started Wisconsin Duplex Auto, and as you know, we've been building trucks ever since. If you look through the history of Oshkosh, there's been some tough times, some real headwinds.

You know, a lot of companies went into the Great Depression and didn't come out. The historians tell us that the people are what made the difference in getting Oshkosh through the Great Depression. Another economic downturn faced the company in the 1950s. We had this Cold War issue going on, and there was a contract available out there for the WT-2206, a lot of snow removal. They needed those B-52s to be able to land in Alaska, the Upper Midwest, and they had this little issue called snow. We kind of know a little bit about that around here, don't we? I'm told that Oshkosh really didn't have a play or wasn't even known to be competing in this. They came in, great proposal, great program, and won the contract, again, bridging through a tough time in the company history.

From there, it turned into a quest for heavy tactical wheeled vehicles with the U.S. military, and it started with the HET in 1976, the Heavy Equipment Transport, moving the big tanks and the heavy equipment around logistically. In 1981, the company continued its quest and was successful with the Heavy Expanded Tactical Truck, or HEMTT. Now, the historians also tell me that the HEMTT had a nickname in Desert Shield and Desert Storm, called the New Ship of the Desert. You know, the camel was the ship of the desert, but this product really made a difference in the soldiers' lives as it maintained logistical support as our soldiers moved across that region. The last and final quest in heavy tactical vehicles came in the early 1990s with the PLS from the Army program, Palletized Load System.

So Oshkosh Truck in the early 1990s is basically the heavy tactical wheeled vehicle provider of the U.S. military. The next step, leadership decided to diversify a little bit, to MOVE out of just a defense focus, and they drove about 25 miles north and made the acquisition of Pierce Manufacturing. Over the course of the next 10 years, the company made 16 acquisitions, culminating in 2006, with the largest acquisition, JLG. So from 1996, Oshkosh Truck goes from a heavy defense contractor to 2006, a Fortune 500 diversified global industrial with four business segments. Now, the JLG acquisition was strategic, but the Great Recession wasn't part of our strategic plan. And Dick mentioned some tough times that we went through.

2008, 2009, we looked at some segments like JLG and Commercial that were down 70%-90%.... We had bank covenants staring at us. We had a leveraged balance sheet. We had a lot of headwinds that we were working through, a lot of, lot of negative headwinds. But like before, we didn't give up. There was a joint operational urgent needs contract available. It was in a category that we really hadn't competed in, the MRAP All-Terrain Vehicle. And when most companies would have probably said, "We just can't go forward financially, there's too much risk. We're a $3-$4 stock," we didn't look at it that way. We looked at the opportunity, and I think you know the rest, we were successful. We built 8,000 M-ATVs for the Middle East in 12 months.

Talk about making a difference in people's lives. Our soldiers were suffering over there from IED blasts and not having the off-road mobility. M-ATV provided that for them. I'm sure you've seen some of our videos out there with testimonials from soldiers, marines, talking about how the M-ATV made a big difference in the theater. Secretary of Defense Gates came two times to see us. The last time he said this, and I quote, "The last time American industry moved from concept to full rate military production in less than a year was in World War II." Secretary Gates was very complimentary of our teams. And again, another case of this integrated global industrial working together. JLG, I mentioned, was down 70%-90% during the recession.

We built a third of the M-ATV that JLG enabled us to call a lot of those good team members back and help us deliver this contract in a timely manner. JLG also built all the capsules there. So again, this company working well together in this integrated enterprise. I'm sure you've heard about this one. We've talked a little about this one lately, JLTV or Humvee replacement. You know, once again, we face off against the world's largest defense contractor. We face off against the manufacturer of the iconic Humvee, and you know the rest, we prevailed. A great win for us and a real testimony to our, to how our team just perseveres. A lot of people don't know, our team worked on the JLTV for over 10 years. We didn't get into the initial test phase, but they didn't give up.

They kept going, and the rest is history. We have a program now with many years of visibility, that's going to be foundational for us going forward. So what a great time to have this accomplishment on the eve of our 100th celebration. So I know a lot of you are in the community, and you're going to hopefully be around this July. Put July 15 on your calendar. We're still organizing the events of that day, but that'll be a day where we want to celebrate with all of our friends in the area, this great accomplishment of being 100 years strong. So what's next for this great company? We're going to continue to focus on people first, again, with that purpose of making a difference in people's lives.

That means our internal team, our customers, our shareholders, and the communities where we live and work. I would say the three key messages for our company going forward are: we are a different integrated global industrial. Our MOVE strategy has worked for us. We're going to enhance it and continue to drive the company with it. And then last, we are well-positioned for long-term success. And I'll unpack those three a little for you. So why are we different? We, we have a unique position. If you think of global industrials, we have some diverse end markets that many don't have. We have a defense business that's on the rise, again, with a great program to build on. We have municipal spending recovery going on. Our fire and emergency segment, our refuse collection vehicle business, we're doing very well with municipal spending.

U.S. construction spending is slow, but it's improving, but we still have many global adoption opportunities around the world with our access equipment. We're going to benefit from aging fleets in multiple markets. With population growth, urbanization, and infrastructure, our products fit all those categories very well. When we talk about integrated, we leverage those four segments and all that functional activity together as one enterprise, deliver global product development solutions that the minute they hit the market, they're proprietary, and they enable us to sustain long-term competitive advantages. From a global footprint with enterprise-wide operations, we can leverage facilities in certain regions with multi-segment products being built to be more competitive in those areas. From a global procurement and supply chain, think of the tires, the wheels, the axles that we buy. Leveraging all that in a centralized strategy around procurement is a real competitive advantage for us.

And last, and not least, we want to continue to enable our people-first culture. You know, this past year, we've really focused on engaging, developing, and connecting our teams. And don't get me wrong, we're just starting. We've got a long way to go in this area, but it's already seeing recognition come from the work we're doing. I have to brag a little bit, and I always want to be humble about our company, but our people have done a wonderful job this past year. We were selected this year by Ethisphere Institute to be one of the world's most ethical companies. There's only 131 of these companies around the world that received this award. The way we received it is working across 70 countries with all its challenges, people working together, doing things the right way.

We call it the Oshkosh way, a real credit to our team. It's fun because usually when you get some recognition, the domino theory starts, and right on the heels of World's Most Ethical, we received from Forbes magazine, one of the World's Best Large Employer designations. Again, a credit to our teams. From a MOVE perspective, I think a lot of you watched this. From 2012 to 2015, our MOVE strategy enabled us to overcome a $3 billion decline in our defense business... MOVE works for us. Our team believes in it. They helped build the strategy up, and we'll continue to drive it. We're going to maintain intense customer focus around customer experience to maintain that market leadership role that you saw on one of the early slides.

Optimizing cost and capital structure to provide value for you, our shareholders, is first and foremost in our company. To lead in value innovation, I talked about our global product strategy. That's going to continue to work for us well into the future. From an emerging market expansion, we know we can't be everything to the world, so we want to be targeted in certain geographies where we can be not just successful, but profitably successful. The last message I would share with you is really around how well-positioned we believe we are with a positive long-term outlook. We talked about the JLTV, multiyear visibility for domestic defense. That's before we start with all the international opportunities that are going to be available to us. The current access equipment segment is working through some replacement issues right now.

During the recession, there were not a lot of machines purchased, so the average age is not in a replacement mode right now. But as always, those fleets are getting older, and fleet replacement will become a tailwind for access. Fleet age has also helped drive fire and emergency and commercial segment sales. And last, and something I think is going to be really exciting for our company, is we expect strong free cash flow over the cycle that will provide us capital allocation alternatives. As I wind down here today, our team, I, I can tell you, is focused on the next 100 years. We don't like to say we're 100 years old. We say we're 100 years strong and ready for that next 100. We want to continue to make a difference in our people's lives.

So we're going to conclude the meeting today with the latest defense video that I believe demonstrates how we are making a difference in people's lives. Our investor relations team, Jeff Watt and Pat Davidson, will be in the back of the room after the video. If you have some questions, feel free to chat with them. But I do want to thank all of you for attending today. We appreciate your interest in the Oshkosh Corporation, and I hope you'll consider joining us as we have this wonderful celebration around our hundredth on July fifteenth. Thank you.

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