Oshkosh Corporation (OSK)
NYSE: OSK · Real-Time Price · USD
149.04
-1.67 (-1.11%)
Apr 28, 2026, 1:24 PM EDT - Market open
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AGM 2015

Feb 3, 2015

Dick Donnelly
Chairman, Oshkosh Corporation

This is the 2015 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'd like to introduce the other directors at this time and thank each of them, both personally and on behalf of you, the shareholders, for their support and service as a director to Oshkosh Corporation. Would each of you please stand as you're introduced? Peter Hamilton, who is the retired Senior Vice President and Chief Financial Officer of Brunswick Corporation. Leslie Kenne, retired U.S. Air Force Lieutenant Colonel, Lieutenant General, excuse me. Stephen Newlin, who is the Executive Chairman of the Board of PolyOne Corporation. John Shiely, who is the retired Chairman and Chief Executive Officer of Briggs & Stratton Corporation.

Dick Sim, the retired Chairman, President, and Chief Executive Officer of APW Limited. Charlie Szews, who is the Chief Executive Officer of Oshkosh Corporation. Kathy Hempel, Duncan Palmer, and Scott Wallace cannot be with us personally today because each one of them has an unusual personal circumstance, but all of them are participating via the webcast. Kathy is the former Vice Chair and Chief Financial Officer of Fort Howard Corporation. Duncan Palmer is the retired Chief Financial Officer of Reed Elsevier, a large U.K. company. Scott Wallace is the retired Commanding General of U.S. Army Training and Doctrine Command. Sitting next to me is Bryan Blankfield, Executive Vice President, General Counsel, and Secretary of the company. Also here today are James Stewart and Sandy Hupfer of Deloitte & Touche, the company's Independent Public Accountants, and Gary Farrar, the company's Independent Inspector of Elections.

The inspector has taken the oath of office, which I direct to be filed with the minutes of this meeting. In accordance with the notice of the annual meeting of shareholders, this meeting is being held for the following purposes. One, to elect 11 directors. Two, to ratify the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, as the company's independent auditors for the fiscal year ending September 30th, 2015. Three, to consider an advisory vote on the compensation of the company's named executive officers. A nd four, to consider and act upon such other business as may be properly come before this meeting. Bryan, please report on the mailing of the notice and attendance at this meeting.

Bryan Blankfield
EVP, General Counsel and Secretary, Oshkosh Corporation

Thank you, Dick. Notice of this meeting was mailed on December 12th, 2014, to all shareholders of record at the close of business on December 5th, 2014, the record date set by the board of directors for this meeting. I have an affidavit signed and sworn to by a representative of Broadridge Financial Solutions as to the mailing, and I will include the notice of annual meeting of shareholders and the affidavit as to its mailing as part of the minutes of this meeting. There are persons present here today holding shares or proxies representing greater than a majority of the shares of common stock issued and outstanding as of the December 5th, 2014, record date. I therefore deem there to be a quorum present, subject to certification by the independent inspector of elections. Mr. Chairman, this meeting is lawfully convened.

Dick Donnelly
Chairman, Oshkosh Corporation

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

Bryan Blankfield
EVP, General Counsel and Secretary, Oshkosh Corporation

If anyone is voting today on the authority of a legal proxy, please note that on your ballot, and 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 here today.

Dick Donnelly
Chairman, Oshkosh Corporation

The first item of business to come before this meeting is the election of 11 directors for terms to expire at the 2016 annual meeting. Bryan, will you please read the names of the board of directors nominees to be voted on by the shareholders?

Bryan Blankfield
EVP, General Counsel and Secretary, Oshkosh Corporation

Yes. The names of the board of directors nominees are Richard Donnelly, Peter Hamilton, Kathleen Hempel, Leslie Kenne, Stephen Newlin, Craig Omtvedt, Duncan Palmer, John Shiely, Richard Sim, Charles Szews, and Scott Wallace. The Board's statement in support of its nominees is on pages 12 through 33 of the company's proxy statement.

Dick Donnelly
Chairman, Oshkosh Corporation

Thank you, Bryan. The nominations are closed. Are there any questions on this item of business? There being no further discussion on this item, we will proceed to a vote.

Bryan Blankfield
EVP, General Counsel and Secretary, Oshkosh Corporation

Okay. Properly marked ballots that are being cast today with the inspector of elections will be included in the official final tabulations. I currently hold proxies for at least 62.9 million shares of common stock, authorizing Dick Donnelly and me to vote these shares for the election of each of the named nominees as directors, and we have voted these shares accordingly. I note for the record that shares representing at least 97.8% of the common stock voting today were voted for each of the nominees for directors, as set forth in the Proxy Statement for this meeting.

Dick Donnelly
Chairman, Oshkosh Corporation

Thank you, Bryan. In accordance with the bylaws, I declare each of the nominees elected to the company's board of directors for a term to expire at the 2016 annual meeting. 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 30th, 2015.

Bryan Blankfield
EVP, General Counsel and Secretary, Oshkosh Corporation

The Board's statement in support of this proposal is on pages 34 through 36 of the company's proxy statement. I currently hold proxies for at least 68.7 million shares of common stock, authorizing Dick Donnelly and me to vote these shares for the ratification of the appointment of Deloitte & Touche LLP as the company's independent auditors for the fiscal year ending September 30th, 2015, and we have voted these shares accordingly. I note for the record, therefore, that shares representing over 99% of the common stock voting today were voted in favor of the proposal ratifying Deloitte & Touche LLP as the company's independent auditors for our 2015 fiscal year.

Dick Donnelly
Chairman, Oshkosh Corporation

Thank you. The proposal is approved. The third item of business to come before this meeting is the consideration of a resolution to approve, on an advisory basis, the compensation of our executive officers named on page 63 of the proxy statement.

Bryan Blankfield
EVP, General Counsel and Secretary, Oshkosh Corporation

Then the Board's statement in support of the resolution is on pages 85 through 87 of the proxy statement, and I hold proxies for at least 61.9 million shares of common stock, authorizing Dick Donnelly and me to vote these shares for the resolution to approve, on an advisory basis, the compensation of the company's named executive officers, and we have voted these shares accordingly. I note for the record that shares representing over 96% of the common stock voting today were voted in favor of this resolution.

Dick Donnelly
Chairman, Oshkosh Corporation

This resolution is approved. After the adjournment of this meeting, Charles Szews, our Chief Executive Officer will report on the company's business and provide you with an opportunity to ask questions. As there's no further business to come before this meeting and absent a motion to the contrary, I declare the meeting adjourned. I thank you all for coming today, and now Bryan has a brief, important announcement.

Bryan Blankfield
EVP, General Counsel and Secretary, Oshkosh Corporation

Thank you, Dick. Mr. Szews, our 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 and is accompanied by a slide presentation which includes a reconciliation of non-GAAP measures used and which is also available on our website. The audio replay and slide presentation will be available on our website for approximately 12 months. The remarks that follow, including the video shown at this meeting, include statements that we believe to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Now, 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've described in our annual report on Form 10-K filed with the SEC on November 13th, 2014, our first quarterly report of fiscal year 2015 filed on January 27th, 2015, 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. Szews' remarks to a quarter or a year are to our fiscal quarter or fiscal year unless stated otherwise. I will now show a brief video before Mr. Szews comes up to speak.

Charles Szews
CEO, Oshkosh Corporation

So good morning, everyone, and welcome to all of our shareholders present here in Oshkosh, Wisconsin, and on the web. Yes, we encourage you, our shareholders, as well as our customers and employees, to enjoy the ride with Oshkosh. Our MOVE Strategy, coupled with the transformation of our business culture propelled by the Oshkosh Operating System, is delivering innovative products and improved satisfaction to our customers and much higher earnings for you, our shareholders. And we believe the ride will continue as we have a positive outlook for the business. Before discussing our progress to transform Oshkosh into global industrial, I would again like to express my appreciation to our board of directors for your strong support of the MOVE Strategy and particularly for their strong emphasis on sound capital allocation, which is greatly contributing to our improved results.

This board expects strong returns from every dollar of free cash flow that we invest in the business and acquisitions or share repurchases. In addition to the earlier director introductions, I'd like to introduce our one new member of the executive operating team, Janet Hogan. Please stand. Janet joined us in Oshkosh in May 2014 as Executive Vice President and Chief Human Resources Officer. She was previously Chief Human Resources Officer at public company Harsco, and is already hard at work coaching our team to improve performance. Welcome, Janet. In the interest of time, we want to introduce everyone. Then, Wilson Jones, our President, Chief Operating Officer, please stand and be recognized. Now, also the balance of the executive operating team, would you please stand and be recognized? It's a great team.

Thank you for your service to our customers and shareholders. Okay, let's discuss the ride. As this slide depicts, the ride with Oshkosh stock, except for the depth of the Great Recession, has been quite positive. In 2012, a business book was written called The Outsiders. A shareholder recommended the book to my team. It described multiple great companies that outperformed the stock market over many years. We compared our share price performance from March 1996, when we launched our acquisition-driven growth strategy, through December 31, 2014, versus the companies in that book that remain in existence today. There weren't many, just three. Interestingly, Oshkosh outperformed all those companies, as demonstrated on this chart. That's what we're about at Oshkosh, delivering satisfaction, even delight to customers, and strong returns for shareholders. So let's reflect on that ride by briefly reflecting on our 2014 performance. Results exceeded expectations in 2014.

We initially estimated earnings per share to be in the range of $3.10-$3.40 for 2014, recognizing that an approximate $1 billion expected decline in our defense business would need to be overcome by growing our non-defense businesses. Now, ultimately, we delivered adjusted earnings per share of $3.62. That was well above our initial estimate range, which we achieved by lifting margins in each of our non-defense segments and delivering strong new product launches to better serve our customers. With guidance from our Board, we recognized that at 2014 trading levels, purchasing our shares provided good returns for shareholders. So we purchased 8.3 million shares. That's approximately 9.6 per share of shares outstanding. We're especially pleased by improvements in customer satisfaction as we continue our cultural transformation with our Oshkosh Operating System.

OOS, as we call it, is our means of doing business to serve and delight customers, which we all know leads to strong shareholder returns. Our industry-leading quality continues to rise higher. We are streamlining business processes to make doing business with Oshkosh easier. We are eliminating waste, as no customer or shareholder wants to pay for waste. The decline in defense segment sales has not been a one-year event. U.S. Department of Defense spending on tactical vehicles has been in decline for several years, leading to a multi-year decline in consolidated sales. The decline in defense segment sales has masked steady sales growth of about 8% per year in our non-defense segments over that same period. We expect sales growth to continue in our non-defense segments in 2015, while we expect our defense segment sales to reach a bottom in 2015.

More importantly, the operating income growth rate in our non-defense segments has grown much faster than sales, delivering a 46.7% compound annual growth rate from 2012- 2014. Yes, our MOVE Strategy is performing exactly as advertised, delivering higher margins across the economic cycle. Let's discuss an important element of our MOVE Strategy, capital allocation, in more detail as it has been so important to delivering improved returns for you, our shareholders. Over the last two years, we've repurchased over 12% of our shares at favorable prices. That means the remaining shares held by you and I have greater earning power. We also raised our dividend 13% in October after reinstating the dividend in December 2013. We're managing the company to build cash reserves to permit us to raise the dividend annually, even during recessions. We know that stability of cash flow is important to shareholders.

We're committed to provide that going forward. Let's briefly discuss how each of our businesses performed in 2014 and provide a glimpse at our outlook for 2015. Our access equipment business delivered record performance in 2014, with sales up 12.4% to $3.5 billion, representing 14.3% operating income margins, well above our prior peak of 11.3%. This segment delivered multiple new products for customers, including an award-winning, industry tallest 185-foot self-propelled Ultra Boom pictured here. I can tell you it gets your attention riding up 185 feet and it grabs our customers' attention as well, exceeding our sales expectations. In 2015, we expect moderate sales growth in this segment of 5%-8%, reflecting moderate growth in our core North American market. Other markets are expected to be mixed. We expect to launch more new products in this segment in 2015 than any previous year.

Coupled with targeted cost reductions, we believe we will deliver a new peak in operating income margins in this segment of around 15% in 2015 and double-digit growth in operating income again. While declining U.S. Department of Defense purchases of our tactical vehicles created a big challenge for our defense segment, the team delivered higher earnings than expected. We were forced to reduce the size of our Oshkosh workforce with less work to do. In fact, we expect our sales in 2015 to decline another $700 million from 2014. We believe 2015 will be the bottom for the segment in terms of earnings. We expect to deliver approximately break-even earnings in our defense segment in 2015.

However, we are targeting 2015 to be a solid year of new contract awards to lift this segment to much better performance in 2016 and beyond as we pursue thousands of new M-ATVs in the Middle East, North Africa, Eastern Europe, as well as pursue the Canadian MSVS program. Of course, we are also competing for the all-important Joint Light Tactical Vehicle contract award. This vehicle would replace the Humvee for the U.S. Department of Defense. So 2015 will be a pivotal year for our defense business. We do believe we have the best Joint Light Tactical Vehicle offering and present the best value to our customers. And we sincerely hope the government sees it the same way later this year. In our fire and emergency segment, we lifted margins 50 basis points in 2014, but we have been targeting much greater improvement.

We stepped back last autumn, reduced the production rate for a couple of months, and then began to ramp up production again later in the quarter to better execute our business improvement roadmap. We do believe that the hard process improvement work we have been doing will lead to higher margins in 2015 of approximately 4.25% versus the 3.5% achieved in 2014, and we expect much higher margins in 2016. Meanwhile, despite soft markets, our orders have been relatively strong in this segment, further leading to our optimism for this business for the future. In particular, customers have been pleased with the introduction of our new Saber and Enforcer chassis. Not only do these chassis provide more interior workspace for firefighters, but our engineers designed them to improve our manufacturing efficiencies. We expect some exciting new product launches again in FDIC trade show here in April 2015.

Now, closing this segment with this section with our commercial segment, in 2014, we delivered our best margins in this segment since 2007. Housing and non-residential construction continued to improve in 2014, and we expect a slow recovery to continue in 2015. We believe this will lead to higher concrete mixer sales in 2015. Likewise, we expect a slowly improving economy will benefit our refuse collection vehicle business in 2015, as Americans generate more trash in good times and as construction waste volumes increase. Now, putting it all together, what can shareholders expect from Oshkosh in 2015? Well, a good ride in 2015 and beyond. Please enjoy it. We performed above our expectations in the first quarter of 2015. We are performing well against our four move initiatives described here. We are outperforming our optimized cost and capital structure and value innovation initiatives to offset a slower-than-anticipated market recovery.

The bottom line for shareholders. W e expect to achieve $4-$4.25 adjusted earnings per share in 2015 to achieve our target EPS range set at our September 2012 Analyst Day. That would nearly double earnings per share over the three years ended September 30, 2015. This, despite our largest business, defense, representing the equivalent of 100% of our base year 2012 earnings, declining to break-even performance as the U.S. Department of Defense sharply curtailed spending for tactical vehicles. Now, that's performance. What else can you expect from Oshkosh in 2015? Well, we expect to improve margins in all our non-defense businesses again in 2015. We expect to raise our consolidated operating income margins about 50 basis points. We plan to launch the largest portfolio of new products ever in our history. Already in the first quarter, we launched a new M-ATV variant.

At the upcoming ARA Rental Show later this month in New Orleans, we'll roll out multiple new and completely redesigned aerial work platform and telehandler products in our access equipment segment. That's just the start. We expect to vigorously compete to expand our business outside North America, particularly targeting international M-ATV contracts that could drive significant earnings growth in 2016. We'll continue initiatives to drive improved customer satisfaction and even delight. Increasing our industry-leading quality to an even higher level is a cornerstone to that initiative. Of course, we will do all this to continue targeting strong shareholder returns like we have delivered since March 1996. What can you expect from Oshkosh beyond 2015? More of the same. We intend to faithfully execute our MOVE strategy to deliver higher margins and earnings across the cycle as our markets continue their slow recovery.

We are targeting to raise our access equipment segment operating income margins from 14.3% in 2014 to 15% in 2015, and ultimately to 16%-17%. Initially, we are targeting our other segments to achieve 10% operating income margins, and then we may target higher. All this would lead us to raise consolidated operating income margins to 7.5% in 2014 to approximately 8% in 2015, and ultimately to our target of 10% or higher. We will sustain prudent capital allocation targeting annual dividend increases. We're targeting to build cash in the next two to three years to deploy to our highest return opportunities. And importantly, we will sustain efforts to develop our talent and processes using the Oshkosh Operating System because only strong talent utilizing continuously improving processes delivers great returns for customers and shareholders.

So our commitment to you, our shareholders, is this: to sustain the ride you've enjoyed since we launched Move in 2012. We'll sustain focus on improving customer satisfaction as we roll out more facets of the Oshkosh Operating System, improving returns on invested capital as we make every dollar invested earn more, and ultimately sustain focus on delivering strong shareholder returns for you. Have a great day, everyone, and enjoy the ride. So now we have a couple of minutes for questions. Please wait for a microphone so your question will be included in the webcast.

Bryan Blankfield
EVP, General Counsel and Secretary, Oshkosh Corporation

Okay, well, we have a shy group today. Y'all have a great day. Enjoy the ride.

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