Oshkosh Corporation (OSK)

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Oshkosh Corporation (OSK)

F4Q12 Earnings Call

October 26, 2012; 09:00 a.m. ET


Charlie Szews - Chief Executive Officer

Dave Sagehorn - Executive Vice President & Chief Financial Officer

Wilson Jones - President & Chief Operating Officer

Pat Davidson - Vice President of Investor Relations


Eli Lustgarten - Longbow Research

Linda Yon (ph) - Credit Suisse

Ann Duignan - JPMorgan Chase

Steve Volkmann - Jefferies & Co.

Charles Brady - BMO Capital Markets

Andrew Obin - Bank of America-Merrill Lynch

Meg (ph) - Robert W. Baird & Co.

Walter Liptak - Barrington Research

Steve Barger - Keybanc Capital Markets

David Raso - The ISI Group

Alex Potter - Piper Jaffray

Alex Blanton - Clear Harbor Asset Management



Greetings and welcome to Oshkosh Corporation reports fiscal 2012 fourth quarter results. At this time all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator Instructions).

It is now my pleasure to introduce your host, Pat Davidson, Vice President of Investor Relations for Oshkosh Corporation. Thank you Mr. Davidson, you may begin.

Pat Davidson

Thanks Jessie. Good morning everybody and thanks for joining us.

Earlier today we published our fourth quarter results for fiscal 2012. A copy of the release is available on our website at oshkoshcorporation.com. Today’s call is being webcast and is accompanied by a slide presentation, which includes a reconciliation of non-GAAP measures used during this call and is also available on our website. The audio replay and slide presentation will be available on our website for approximately 12 months. Please refer now to slide two of that presentation.

Our remarks that follow, including answers to your questions, 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 from those expressed or implied by such forward-looking statements.

These risks include among others, matters that we have described in our Form 8-K filed with the SEC this morning 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 conference call, if at all. All results stated on this call are for continuing operations attributable to Oshkosh Corporation, unless otherwise stated.

Our presenters today include Charlie Szews, Chief Executive Officer; Dave Sagehorn, Executive Vice President and Chief Financial Officer. Also joining us today is Wilson Jones, our President and Chief Operating Officer. Many of you got a chance to meet Wilson during our Analyst Day on September 14. Wilson, welcome to the group.

With that taken care of, please turn to slide three and I’ll turn it over to you Charlie.

Charlie Szews

Thank you Pat and good morning. Before commenting on fourth quarter results, I’d like to provide a brief update on some recent developments. On October 17, 2012, Carl Icahn launched an unsolicited tender offer to acquire all of the outstanding shares of Oshkosh common stock at $32.50 per share and announced his intentions to nominate a slate of directors for election to the company’s board at the company’s 2013 annual meeting.

After careful consideration with our independent financial and legal advisors, the Oshkosh Board of Directors unanimously recommends that shareholders reject Mr. Icahn’s offer and not tender any of their shares.

In conjunction with our earnings release this morning, we followed the board’s full recommendation on Schedule 14D-9 with the SEC and issued a press release summarizing the results and reasons for the board’s recommendation to reject the offer. We also announced that the board unanimously adopted a shareholder rights plan, intended to enable all shareholders to realize the long term value of their investment in the company, hence protect them from unfair or cohesive takeover tactics. The Oshkosh board deemed it appropriate and prudent to adopt the right plan at this time, given the course of nature of Mr. Icahn’s offer.

In making its recommendation to reject Mr. Icahn’s unsolicited offer, the board unanimously concluded that the offer significantly undervalues Oshkosh. The offer does not deliver a fair value to shareholders, but is an opportunistic attempt by Mr. Icahn to enrich himself at the expense of the company’s other shareholders. Further, Mr. Icahn’s track record, his relative substantial number of conditions to the offer creates significant uncertainty and risk about the offer.

The board also considered that Oshkosh continues to aggressively deliver on its MOVE strategy, and that the operation of the company pursuant to the MOVE will deliver substantially greater value for Oshkosh shareholders than the offer. In fact, in fiscal 2012 we already began to drive improved results as evidenced by the fourth quarter and full year earnings we are reporting today.

The housing recovery that drives so much of our result is clearly picking up momentum to support the board’s view that Mr. Icahn’s offer significantly undervalues shareholder’s investment in Oshkosh. Again, we refer you to this morning’s 14D-9 filing for the board’s full recommendation.

Now, the purpose of today’s call is to discuss the company’s quarterly results and our outlook. We ask that you keep your questions limited to those topics. Thank you in advance for your understanding and cooperation.

Okay, turning to our fourth quarter results, I am happy to announce another strong quarter where the Oshkosh team exceeded our most recent expectations. This team is driven to deliver value for all shareholders and these results are evidence of the effectiveness of our MOVE strategy, as well as the positive momentum we are seeing in our business.

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