Oshkosh Corporation (OSK)
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AGM 2013

Jan 29, 2013

Richard M. Donnelly
Chairman, Oshkosh Corporation

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I would also like to recognize Stephen D. Newlin, Chairman, President, and Chief Executive Officer of PolyOne Corporation, who was standing for election as a Director for the very first time. Sitting next to me is Bryan J. Blankfield, Executive Vice President, General Counsel, and Secretary of the company. Also here today are P.J. DiStefano, Scott Wrobbel, and James Stewart of Deloitte & Touche, the company's independent public accountants, and William Marsh, President of IVS Associates, Inc., 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: first, to elect 13 directors; second, 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, 2013; to consider an advisory vote on the compensation of the company's named executive officers; fourth, to vote on a shareholder proposal, if properly presented today; and fifth, to consider and act upon such other business as may properly come before this meeting. Bryan, please report on the mailing of the notice and the attendance at this meeting.

Bryan J. Blankfield
EVP, General Counsel and Secretary, Oshkosh Corporation

Thank you, Dick. The notice of this meeting was mailed on December 14th, 2012, to all shareholders of record at the close of business on November 30th, 2012, the record date set by the Board of Directors for this meeting. I have an affidavit signed and sworn to by a representative of our proxy solicitor, Innisfree M&A Incorporated, as to the mailing. I will include the notice of the 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 November 30th, 2012, 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 therefore lawfully convened.

Richard M. Donnelly
Chairman, Oshkosh Corporation

Bryan, if you are a shareholder of record and wish to vote your shares in person, the polls are now open, and you may obtain ballots now from the Inspector of Elections. Please raise your hand if you would like a ballot. Anybody's voting in the authority of a legal proxy, please note that on your ballot. Shareholders who have already voted by proxy need not vote today by ballot. The first item of business to come before this meeting is the election of 13 directors for terms to expire at the annual meeting in 2014. Bryan, will you please read the names of the Board of Directors nominees to be voted on by the shareholders?

Bryan J. Blankfield
EVP, General Counsel and Secretary, Oshkosh Corporation

The names of the Board of Directors nominees are Richard Donnelly, Michael Grebe, Peter Hamilton, Kathleen Hempel, Leslie Kenne, Peter Mosling, 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 15 through 32 of the company's proxy statement.

Richard M. Donnelly
Chairman, Oshkosh Corporation

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

Bryan J. Blankfield
EVP, General Counsel and Secretary, Oshkosh Corporation

All right. Any ballots still to be collected will be included in the final tally. Please raise your hand when you have it completed, and we'll come around and collect it. As of now, I hold proxies for at least 65.7 million shares of common stock, authorizing me to vote these shares for the election of each of the named nominees as directors, and I have voted these shares accordingly. I note for the record that shares representing at least 86.7% of the common stock voting today were voted for each of the nominees for directors set forth in the proxy statement for this meeting.

Richard M. Donnelly
Chairman, Oshkosh Corporation

Thank you, Bryan. In accordance with our bylaws, I declare each of the nominees elected to the company's board of directors for a term to expire at the 2014 annual meeting. The second item of business to come before this meeting is the ratification of the appointment of Deloitte and Touche as the company's independent auditors for the fiscal year ending September 30th, 2013. The board's statement in support of this proposal is on pages 43 through 45 of the proxy statement. Absent a motion to the contrary, we will proceed to vote.

Bryan J. Blankfield
EVP, General Counsel and Secretary, Oshkosh Corporation

I hold proxies for at least 74 million shares of common stock, authorizing 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, 2013, and I have voted these shares accordingly. I note for the record that shares representing over 99% of the common stock voting today were voted in favor of the proposal ratifying Deloitte & Touche as the company's independent auditors for our 2013 fiscal year.

Richard M. Donnelly
Chairman, Oshkosh Corporation

This 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 elected officers named on page 77 of the Proxy Statement. The Board's statement in support of this resolution is on pages 98 through 100 of the Proxy Statement. Absent a motion to the contrary, we will proceed to vote.

Bryan J. Blankfield
EVP, General Counsel and Secretary, Oshkosh Corporation

I hold proxies for at least 65.7 million shares of common stock, authorizing me to vote these shares for the resolution to approve on an advisory basis the compensation of the company's named executive officers, and I have voted these shares accordingly. I note for the record that shares representing over 98% of the common stock voting today were voted in favor of this resolution.

Richard M. Donnelly
Chairman, Oshkosh Corporation

The resolution is approved. The fourth item of business to come before this meeting is to consider a shareholder proposal included in the proxy statement for this meeting concerning adoption of a policy requiring senior executives to retain stock acquired through equity pay programs until reaching normal retirement age. I will recognize Lee Splitt, the proxy holder of the sponsor of the proposal, who may introduce this proposal and make a brief statement.

Lee Splitt
Proxy Holder, Oshkosh Corporation

Thank you very much. Proposal four, executives to retain significant stock, sponsored by John Chevedden of Redondo Beach, California. Resolved. Shareholders urge that our executive pay committee adopt a policy requiring that senior executives retain a significant percentage of stock acquired through equity pay programs until reaching normal retirement age and to report to shareholders regarding this policy before our next annual shareholder meeting. Shareholders recommend that a percentage of at least 33% of net after-tax stock be required. This policy shall apply to future grants and awards of equity pay and should address the permissibility of transactions such as hedging transactions, which are not sales, but reduce the risk of loss to executives.

This proposal asks for a retention policy starting as soon as possible. Requiring senior executives to hold a significant portion of stock obtained through executive pay plans would focus our executives on our company's long-term success. The Conference Board task force report on executive pay stated that hold-to-retirement requirements give executives an ever-growing incentive to focus on long-term stock price performances. Please vote to protect shareholder value. Executives to retain significant stock, proposal four.

Richard M. Donnelly
Chairman, Oshkosh Corporation

Thank you. The board's response opposing this proposal is on pages 102-pages 104 of the proxy statement. Absent a motion to the contrary, we will proceed to vote.

Bryan J. Blankfield
EVP, General Counsel and Secretary, Oshkosh Corporation

I hold proxies for 15 million shares of common stock, authorizing me to vote those shares in favor of the shareholder proposal, and proxies for 52 million shares, authorizing me to vote those shares against the proposal, and I have voted these shares accordingly. I note for the record that shares representing over 77.6% of the common stock voting today were voted against the shareholder proposal.

Richard M. Donnelly
Chairman, Oshkosh Corporation

The proposal is defeated. After the adjournment of this meeting, Charlie Szews, Oshkosh Corporation's CEO, will report on the company's business and provide you with an opportunity to ask questions. 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 in this nice foggy morning. Bryan has an important and brief announcement, right? I hope it's brief.

Bryan J. Blankfield
EVP, General Counsel and Secretary, Oshkosh Corporation

Thank you, Dick. Mr. Szews, Charlie 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 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've described in our annual report on Form 10-K filed with the SEC last November, our first quarterly report of fiscal year 2013 filed last Friday, 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. All results stated in the presentation are for continuing operations attributable to Oshkosh Corporation, and annual references refer to the fiscal year, in each case unless stated otherwise. We'll now show a brief video before Charlie comes up to speak.

Speaker 8

Oshkosh has much to be excited about. MOVE is our strategy to deliver superior shareholder returns. The Oshkosh Operating System is the engine that powers our MOVE strategy. The Oshkosh Operating System consists of three elements. We operate one system. With one very motivated team. Creating a superior One Oshkosh customer experience globally. All working together to deliver superior shareholder value. MOVE delivers these results for Oshkosh. Oshkosh has its mojo back to deliver for you.

Charles L. Szews
CEO, Oshkosh Corporation

Good morning, and glad you can enjoy the video. It was fun to do. Thank you for joining us today. We will share with you some more Oshkosh Corporation mojo as we see bright prospects before us to deliver strong returns for all of our shareholders. With the official business of the meeting concluded, we'd like to provide a brief update of the company with three objectives. First, to express our gratitude to all of our shareholders for your unwavering support of our board, management, and the company. Second, we'll discuss some changes to our board of directors and within our executive operating team.

Third, we'll briefly review our 2012 performance and share details and objectives of our MOVE strategy that we believe will lead to deliver superior performance for our shareholders and essentially double our earnings per share by 2015. Let's get started with our first objective. Thank you to all of our shareholders, our customers, our suppliers, our employees, and our community for putting your confidence and trust in our team to lead this company forward. We're excited to put the distractions of the tender offer and proxy contest behind us and to place 100% of our focus on continuing to successfully execute our MOVE strategy and deliver shareholder value.

We appreciate that the last few years have been difficult for our shareholders and our employees as we experienced severe downturns in our markets as a result of the Great Recession, only to be followed by a sharp downturn in defense spending. In fact, our employees continue to bear the effects of lower defense spending as we've been forced to reduce our employment in our defense business by approximately 300 employees coming here next month. We're grateful for their contribution serving U.S. and allied troops and hope that they quickly find new jobs in a recovering economy. Despite the challenges we have faced, we're pleased that our non-defense businesses are recovering and that today we have a credible plan to approximately double earnings to $4-$4.50 per share by 2015. Our board and management team are fully committed to execute to achieve these targets.

We'll build on Oshkosh's long tradition of providing superior products that move and protect people and materials at work while generating superior returns for shareholders. Now we've just come through a very important period in our company's history. We want to reiterate our commitments to our shareholders. We will aggressively drive to achieve our MOVE targets in 2015. We will relentlessly attack our product, process, and overhead costs to allow each of our businesses to earn at least single-digit margins during difficult economic times and superior margins in a recovery. We will apply a disciplined capital allocation strategy. We will repurchase shares of common stock when we believe Oshkosh shares provide an excellent return opportunity, and we will build cash during a recovery to deploy opportunistically. We will sustain an active shareholder outreach program to understand the concerns and desires of our shareholders.

We'll continue to periodically assess our strategic options, and we'll continue to attract highly talented directors and management. Yes, we'll also continue to deploy the Oshkosh Operating System to sustain our high performance and our lean business culture. So again, thank you to our shareholders for your support. Our MOVE strategy will deliver. This management and board will deliver for you. So secondly, I'd like to review changes to our board and senior management team since our last shareholders' meeting. Let me begin by introducing the new members of our board of directors since our last meeting that you haven't met in previous meetings. First of all, John Shiely joined our board in January 2012. He currently serves as Chairman Emeritus of Briggs & Stratton Corporation.

His experience as a Chief Executive Officer of a global manufacturing company, as an expert in capital allocation, and as a rock and roll star brings relevant knowledge and insight to our board as we execute our MOVE strategy. Thank you, John, for providing valuable leadership during some very interesting times. Now, Steve Newlin also joined our board today. Steve is Chairman, CEO, and President of PolyOne Corporation, manufacturer of specialized polymers. Steve brings diverse skills to our board. He transformed a low-margin U.S.-based company into a high-margin, high-growth, very global enterprise. Welcome, Steve. And I'd also like to recognize and thank Harvey Medvin as he retires from the board today for his nine years of service to Oshkosh Corporation. Harvey is a retired CFO of Aon Corporation, my mentor on the audit committee for years. For those of you that remember the old E.F.

Hutton commercials, Harvey's been like E.F. Hutton. When he talks, we listen. Thank you, Harvey. Thank you to the full board for your outstanding service over the last few years seeking to do what's right for all our shareholders and contributing to our MOVE strategy. I'd also like to share changes to our leadership team since our last meeting. These changes were effective as of August 1st. First, Wilson Jones was appointed President and Chief Operating Officer. Previously, Wilson was President of our Access Equipment segment. He now leads all aspects of our Access Equipment segment, our Commercial segment, our Fire and Emergency segment, as well as our Asian operations. Wilson's an experienced leader and is spearheading many of our MOVE efforts across the company. He's an outstanding partner to help turbocharge our performance. You'll be seeing a lot more of him over the coming years.

Now, Frank Nerenhausen succeeded Wilson as our Executive Vice President and President of our Access Equipment segment, moving from his prior position as President of the Commercial segment. Frank's been a driving force in improving the Commercial segment performance, leading it to profitability in spite of extremely low industry volumes. Now, Frank was raised here in Oshkosh, and we've been showing him the world. First, Dodge Center, Minnesota, and now McConnellsburg, Pennsylvania. Congratulations, gentlemen. We expect some big things from you. Now, let's turn to my third objective, briefly reviewing 2012 performance and the outlook for your investment in Oshkosh. Our MOVE strategy has already been delivering for shareholders. You saw it in the current quarter. It helped us to deliver results substantially above consensus Wall Street earnings estimates for each quarter in 2012.

We did this by capturing a larger portion of the Access Equipment recovery, which is still in its early stages. We did it while driving FMTV production to profitability in all four quarters of 2012. We also increased our international revenues to over 20% of consolidated revenue. And we began building momentum for 2013 and beyond by capturing an order for 750 M-ATVs for the United Arab Emirates for shipment in 2013. Now, by nearly every critical measure, we made improvements in 2012, and we're using that performance as a launching point for our success in 2013. So what will we be doing for your investment now? Let's review our outlook. At our analyst day in September, we confidently shared our outlook. We're targeting to approximately double our earnings per share over the next three years.

We shared the details of how we're going to do that with our MOVE strategy, and we are well on our way. Our team is confident in that MOVE strategy. It focuses our resources and energies on the key drivers that we believe will create significant shareholder value, like reducing costs to achieve higher margins and cash flows at all points in the economic cycle, seeking growth by continuing our innovative culture and global expansion, and lastly, improving our processes to fully capitalize on the significant recovery ahead of us. We're doing all of this while managing our defense business to remain profitable during a defense downturn. Now, we expect MOVE will deliver regardless of the trajectory of the economic cycle.

Now, I'd like to touch on the four elements of MOVE and share what we expect to deliver by 2015, Oshkosh Corporation shareholders, and to deliver a stronger, more global industrial company. Let's start with M, capturing the market recovery. We expect a recovery in our non-defense markets to drive significant growth in our revenues and earnings. We believe that recovery in demand alone could represent a $220 million operating income opportunity from 2012 to 2015. And this doesn't include the benefits of other MOVE initiatives. Delivering reductions in our product, process, and overhead costs is the backbone of our whole optimizing cost and capital structure initiative. We're targeting operating income margin improvement of 250 basis points compared to 2011 by optimizing our cost structure. This opportunity is independent of the volume-based improvements we expect from the recovering markets. The Oshkosh Operating System is based on a customer-first culture.

It provides our teams with the tools and resources they need to deliver these cost reduction targets. This chart highlights the margin improvements we expect by year through 2015 as a result of the whole initiative. We're projecting a 75 basis point improvement in operating income margins from cost reductions in 2013. This sets us firmly on our path to achieve a 250 basis point improvement in margins by 2015. Now, Oshkosh has always led in innovation, and our MOVE strategy capitalizes on that in our V or Value Innovation initiative. We're driving to approximately $350 million in incremental revenue from innovation and new products by 2015. Our multi-generational product plans are based on voice of the customer feedback and the introduction of advanced technology. Now, let's take a look at one of these really exciting developments. The Light Combat Tactical All-Terrain Vehicle boasts our TAK-4i independent suspension.

It's the next generation of our industry-leading independent suspension. As this video demonstrates, TAK-4i provides unprecedented off-road performance for our tactical wheeled vehicle. The L-ATVs are offering for the Joint Light Tactical Vehicle Competition, and we really like our position on this competition. The L-ATV is ready for production now to serve our troops. You can see it in this video. It provides outstanding survivability in a lightweight, highly reliable, extreme off-road capable, and low-cost vehicle platform. Some lucky U.S. troops will have the opportunity to drive one of these 22 prototype vehicles we'll deliver to the U.S. Department of Defense yet this summer. So let's bring on the competition.

Finally, the E initiative emerging markets, we're well on our way to expanding globally to more than 25% of revenues generated outside the United States by 2015, and we have plans to grow international revenues to over 30% of our total revenues by 2016. Today, we're actively selling into Brazil, Indonesia, India, China, Russia, Singapore, Mexico, and many other countries. Not only will we continue to see more products developed to meet the global market demands, you'll also continue to see us expand into other new markets. Now, we're building excellent momentum with our MOVE strategy. Just last week, we reported results for our first quarter of 2013, which included Access Equipment sales to external customers rising 15.1% over our prior year, with operating income margins improving 640 basis points to 8.4% in a seasonally soft quarter. In addition, our Access Equipment backlog rose sharply in the quarter.

The Fire and Emergency segment returned to profitability. A 120% increase in our concrete mixer backlog in the Commercial segment signals the continuation of the U.S. housing recovery. Our strong performance by our Defense segment led to better-than-expected margins for the quarter. We repurchased 4.25 million shares of our stock through December 31 at an average price of $29.43. We increased our earnings per share estimate range for 2013 from a range of $2.35-$2.60 per share to $2.80-$3.05 per share. These results were so good, they were quoted in the Wall Street Journal multiple times as we're a sign of the housing recovery in front of us. Now, we're providing our team with members with the tools to execute our growth initiatives by accelerating the rollout of our Oshkosh Operating System.

I'd like to spend just a few moments before closing speaking about the Oshkosh Operating System as it is key to our roadmap to double earnings by 2015. The Oshkosh Operating System is a customer-centric application of Lean. It establishes guiding principles for the experience we seek for our customers. It trains our people how to think and work Lean every day because customers don't want to pay for waste. And we're using it to improve our processes to better deliver the elements of MOVE. Put simply, the Oshkosh Operating System enables us to more efficiently execute our MOVE strategy to deliver value for both customers and shareholders. Across the company, we have solid plans to drive MOVE forward in 2013 to deliver our 2015 targets. Our businesses are energized and eager to deliver on the opportunities we have in front of us.

MOVE is the right strategy to deliver higher margins and superior shareholder returns throughout the recovery. We have the right processes, including the Oshkosh Operating System, the right team, and the right board to deliver MOVE. We are committed and mission-driven to deliver shareholder value for you. So let's open the floor for questions and answers. Please wait for an attendant to hand you a microphone to ask your question so that all can hear in the room and on the webcast.

Speaker 5

Morning, Charlie. Congratulations on that first quarter. I've got several questions. First, according to the first quarter financials, you had costs in warding off Carl Icahn of $16.3 million, and that was versus only $2.8 million in the first quarter last year. What was the difference there? I mean, it was less of a proxy battle. It never really came to that. How come the expenses were so high?

Charles L. Szews
CEO, Oshkosh Corporation

The real difference between last year and this year is we had a tender offer. And in a tender offer, the fee structures for your advisors vary dramatically. It's like being advised on a potential sale of a company. So we benchmarked our costs versus other companies in similar situations. We're well within the fairway of what the cost was for this situation, but it's extremely expensive, and it does show you the impact of these kinds of activist actions.

Speaker 5

Were there expenses in the second quarter?

Charles L. Szews
CEO, Oshkosh Corporation

I don't think there's anything material. There might be a little dribble expense.

Speaker 5

Okay. I noticed in the quarter, you purchased 4.25 million shares at an average price of $29.43. Much of that was done at the time Carl Icahn was selling his stock. Was any of that stock purchased directly from Carl Icahn?

Charles L. Szews
CEO, Oshkosh Corporation

I don't believe we're there. There's always intermediaries in these transactions. I couldn't tell you exactly. Our broker was putting in buy orders under a plan that we had put in place, and so I couldn't tell you exactly how the transactions happened. I mean, it was a broker-to-broker kind of a transaction.

Speaker 5

Okay. And finally, of the 750 M-ATVs that you sold to the United Arab Emirates, how many of those were delivered in the first quarter?

Charles L. Szews
CEO, Oshkosh Corporation

Dave, I don't know if you have the answer. I think we delivered 35 in the first quarter, and then we'll have a few more in – certainly the next two quarters are big quarters for shipments of M-ATVs. Many of them are already on the boat or in country, but they have to be accepted before there's revenue recognition.

Speaker 5

Okay. That seems low because as you travel around your various areas in Oshkosh, you don't see many of those. It looks like most of those vehicles are out of here already.

Charles L. Szews
CEO, Oshkosh Corporation

It's a very long revenue recognition terms under this contract. So we have to build the trucks, have them inspected here in Oshkosh, put on a boat, ship to the UAE, inspect it again, and then accept it in country. So until all those events occur, we don't get revenue recognition.

Speaker 5

So that didn't affect you really only sold 35 of them too in the first quarter?

Charles L. Szews
CEO, Oshkosh Corporation

Correct.

Speaker 5

Okay. Thank you.

Charles L. Szews
CEO, Oshkosh Corporation

Any other difficult questions?

Speaker 6

How fast does the M-ATV go?

Charles L. Szews
CEO, Oshkosh Corporation

Those were the old days.

Speaker 7

Tell us a little bit about your production facilities overseas to support these emerging markets. Do you have production facilities overseas, or do you plan to have facilities overseas?

Charles L. Szews
CEO, Oshkosh Corporation

We do have production facilities overseas to serve those local markets. We've been in Mediaș, Romania for some period of time. We're in Belgium, France, Shenzhen, China, Australia, Mexico, Brazil, so Canada. So we are quite global already in our production facilities. And certainly, over time, we'll be looking at more facilities as we expand our global footprint.

Speaker 7

Say, is there any chances of dividends returning?

Charles L. Szews
CEO, Oshkosh Corporation

Okay. Dividends. Yes, that's part of a good capital allocation strategy. That's something that the board will be looking at over time. I can't give you any definitive answer. The board certainly hasn't made that decision. But it is one thing that certain shareholders have asked us to look at.

Speaker 7

Okay.

Charles L. Szews
CEO, Oshkosh Corporation

Well, thank you very much. Remember, Oshkosh has its mojo back, and we're going to go out and have a good 2013.

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