 A RESPONSE TO RECENTLY FILED PROXY MATERIAL Oshkosh Corporation Exhibit 1 |
 Special note regarding this presentation 2 |
 Sources: Bloomberg, 2012 Estimates are Bloomberg consensus A new set of comps Oshkosh management has recently argued that their low SGA margins relative to a peer group should be a positive benchmark SGA margins alone do not drive shareholder returns… Compared to that same peer group Oshkosh has: The LOWEST projected operating income margin The LOWEST 2012 projected EPS growth The LOWEST 2011 shareholder return 3 Ticker 2012 Operating Income Margin 2012 EPS Growth 2011 Total Shareholder Return ATK 11.7% -5.4% -34.42% CRDN 18.9% -12.6% 39.33% CMI 14.2% 12.5% 96.87% DOV 16.1% 9.0% 45.52% FSS 6.2% 250.4% -28.51% FRPT 5.7% 83.1% 6.53% GD 12.0% 5.3% 2.41% MTW 8.3% 169.9% -6.59% NAV 5.2% 14.6% -1.99% NOC 11.1% -2.7% 22.99% PCAR 9.7% 21.9% 8.27% RTN 11.1% 4.4% -0.41% TEX 5.4% 252.0% -31.80% DHR 17.5% 16.5% 25.59% ETN 16.1% 10.9% 44.85% PH 11.1% 16.5% 46.37% OSK 3.6% -52.5% -42.26% |
 MOVE without urgency The company has claimed they have taken “decisive action” and initiated what was allegedly a “comprehensive review” but recently stated that the primary result of that review was simply – “business model reaffirmed” As a shareholder, we would expect, given recent “unprecedented "challenges, Oshkosh would look for ways to enhance shareholder value and drive operating performance rather than continuing with the existing business model How did this reaffirmation help shareholders? It seems to us that the only beneficiary is the management team who has allegedly been reaffirmed The company has disclosed their time frames and goals for restructuring activities 250 basis points of operating income margin opportunity by a portion of which seems to be simply related to an eventual market recovery through the absorption of fixed costs; it is not clear what portion if any is actually related to reduction of costs The company has stated that their manufacturing footprint rationalizations (20% reduction on a company that has over $7 Billion in sales) will take 5 years to generate $33 million of savings In our opinion this calls into question the company’s ability to generate any meaningful cost savings on a going forward basis 4 2016 |
 A more balance board The company has criticized the Icahn slate for lacking experience in Defense and Construction Equipment though the assertion is factually inaccurate Mr. Alapont was formerly President/CEO of Iveco which built defense, fire and construction products Mr. Intrieri is on the board of Motorola Solutions which sells to municipal, federal and defense customers Mr. Krongard spent several years as Executive Director for the CIA None of Oshkosh board members have substantial experience in construction equipment None of the Oshkosh board members that we are seeking to replace (other than founder’s son – Mosling and Szews) have defense experience 6 out of 13 board members at Oshkosh are former CFOs The Icahn slate brings key skills to the board 5 Key Skills & Experience brought to the board Icahn Slate Outside Oshkosh Directors we are seeking to replace International business YES NO Specialty Vehicle YES NO Fire Apparatus Manufacturing YES NO Commercial Vehicle Manufacturing YES NO Developing M&A Strategies YES NO Business turnaround YES ? Building strong management teams YES ? Strong Financial/Investing YES ? |
 Relative track records The company has criticized Icahn’s investment track record We believe the Icahn track record speaks for itself Apparently Icahn and Oshkosh had a different strategy for weathering the turbulent markets of 2011 Oshkosh stock was lower at the end of 2011 than it was at the end of 2003 From 2007-2011 Oshkosh stock was down 55.84% 6 2011 Oshkosh Price Appreciation -39.3% Icahn Investment Funds Performance 34.73% |
 Management turnover problem 7 Oshkosh has experienced a surprising amount of turnover at the division head level in the last 5 years Defense – 4 separate division heads (including Szews on an interim basis) with the two recent appointees being outsiders JLG – Szews (for 5 months after the acquisition) and two other division heads Fire & Emergency – at least 4 different division heads Purchasing / Procurement – 3 different heads, the last two outsiders Manufacturing – Two different heads, most recently an outsider, the second of which recently left the company The inability to maintain stability or source management internally may contribute to operational instability All divisions are currently run by executives with sales/marketing background and the company has lost two separate manufacturing chiefs in the last few years Restructuring and FMTV execution issues are not surprising to us given reduced manufacturing expertise Shareholders should ask who is currently responsible for the facility optimization plans? |