8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 27, 2011

TWIN DISC, INCORPORATED

(exact name of registrant as specified in its charter)

WISCONSIN	001-7635	39-0667110
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1328 Racine Street                                                      Racine, Wisconsin 53403

(Address of principal executive offices)

Registrant's telephone number, including area code: (262)638-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

The executive officers of Twin Disc intend to present materials at meetings with investors and analysts and at investor conferences on or after April 27, 2011.  A copy of the presentation materials to be used at those meetings and from time to time thereafter is filed as Exhibit 99.1 hereto.  The presentation materials will also be posted on the Company’s website, www.twindisc.com  The Company does not intend to file any update of these presentation materials.  The fact that these presentation materials are being furnished should not be deemed an admission as to the materiality of any information contained in the materials.

The information included in the presentation includes financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s management uses these non-GAAP measures in its analysis of the Company’s performance. The Company believes that the presentation of certain non-GAAP measures provides useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core businesses. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

The information in this Form 8-K being furnished under Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company’s expectations and involve risks and uncertainties that could cause the Company’s actual results to differ materially from those set forth in the statements. These risks are discussed in the Company’s filings with the Securities and Exchange Commission, including an extensive discussion of these risks in the Company’s Annual Report on Form 10-K for the year ended June 30, 2010.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

EXHIBIT NUMBER	DESCRIPTION
99.1	Presentation Materials – 3rd Quarter Fiscal 2011

SIGNATURE

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 27, 2011	Twin Disc, Inc.
	/s/THOMAS E. VALENTYN
	Thomas E. Valentyn
	General Counsel & Secretary

EX-99.1

Twin Disc, Incorporated

WE PUT HORSEPOWER TO WORK ™

Twin Disc, Incorporated

April 27, 2011

2

Safe Harbor Statement

This presentation contains statements that are forward-looking
within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended.These statements are based on
management’s current expectations that are based on
assumptions that are subject to risks and uncertainties.Actual
results may vary because of variations between these
assumptions and actual performance.Investors are referred to
Twin Disc’s fiscal year 2010 Annual Report and Form 10-K,
“Management’s Discussion and Analysis of Financial Condition
and Results of Operations - Forward-Looking Information,” which
outlines certain risks regarding the Company’s forward-looking
statements.Copies of the Company’s SEC filings may be
obtained from the SEC, and are available on Twin Disc’s web site
(www.twindisc.com), or by request from the Investor Relations
department at the Company.

Twin Disc, Incorporated

April 27, 2011

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Twin Disc At A Glance

•Founded in 1918

•Headquartered in Racine, WI

•≈913 employees (FYE ‘10)

•TTM Revenues of $277M
FY10 Revenues of $228M
FY09 Revenues of $296M
FY08 Revenues of $332M

•We are a global company

–Well-known customers
around the world

–Mfg Operations in the U.S.,
Italy, Belgium, Switzerland
and Japan (JV)

–World-wide distributor
network

–65% of fiscal 2010 sales to
international markets

2

1

1

#

Manufacturing location (# of facilities in each location)

Company owned distribution/service location

Purchasing/sourcing offices

Twin Disc, Incorporated

April 27, 2011

FY 2010 Financial Highlights

$ millions

$ millions

•Quarterly sequential sales &
earnings improvement

–Despite challenges, profitable for
the full fiscal year

•Key Markets

–Mega Yacht and European markets
remained soft throughout fiscal 2010

–ARFF, Military and Commercial Marine
were steady

–Sales in the Pacific Rim continued
strong, at near record levels

–Oil & gas markets experienced strong
growth in 2nd half of fiscal year

Twin Disc, Incorporated

•Generated $35 million of cash
from operating activities

•Reduced debt by $19.6 million,
or 39%

–Cash also increased $5.8 million, or 44%,
to $19.0 million

•$25 million cost reduction and
avoidance program fully implemented

–announced in 2009’s 4th Fiscal
Quarter

April 27, 2011

FY 2010 Financial Highlights

$ millions

$ millions

Twin Disc, Incorporated

April 27, 2011

6

Net Sales & Net Earnings
(First Nine Months)

•Sales up 31%

–Oil & gas markets strong

–Experienced continued softness in
mega yacht and European markets

–Prior year:seasonal and temporary
plant shutdowns impacted Q1
shipments

–Asian markets continued at near
record levels

•$11.2 million profit, up $12.7 million

–Prior year includes extended plant
shutdowns in Q1 at European and
US manufacturing locations

Twin Disc, Incorporated

April 27, 2011

7

Marine & Propulsion Systems

•Pleasure Craft market
continues soft worldwide

–However, building share of
market with new technology

•Work Boat market steady

–Europe soft

–North America showing
improvement

–Asia-Pacific moderating

•Patrol Boat market
experiencing global growth

–Asian market experiencing
strong growth

Twin Disc, Incorporated

April 27, 2011

•Industrial markets showing
modest growth

–Agriculture, irrigation,
recycling and construction

•ARFF and Military holding
steady

–ARFF:Continue to
increase market share with
‘pump & roll’ transmissions

•Oil & Gas markets picking up

–Orders increasing globally
for 8500 & air clutches

–New 7500 series finishing
field tests, initial deliveries
in Q4

Twin Disc, Incorporated

April 27, 2011

9

2006

48% International Sales

65% International Sales

Twin Disc, Incorporated

April 27, 2011

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Managing Our Cost Structure

CAPEX

•Investing in core competencies

•Spent over $64 million over past 6 yrs

Twin Disc, Incorporated

Sourcing Offices

April 27, 2011

Managing Our Cost Structure

Low Cost

Lower Cost

Corporate HQ/Mfg

Mfg locations

Twin Disc, Incorporated

April 27, 2011

12

What Differentiates Us?

•Technology

–Oil & Gas

•8500 Series

–ARFF

•“Pump & Roll”

–Military

•“Legacy” Contracts

–Marine

•Patented QuickShift®

•Dynamic Positioning/DPII

•Rolla CFD

Twin Disc, Incorporated

April 27, 2011

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What Differentiates Us?

•92+ Years of Proven Application Know-How

•Niche Market Focus

•Product/Market & Geographic Diversity

•Core Manufacturing Capabilities

#

Mfg location

Co.-owned dist.

3rd Party dist.

Service dealers

Twin Disc, Incorporated

Looking Ahead

Twin Disc, Incorporated

April 27, 2011

15

FY04

FY05

FY06

FY07

$ millions

Corporate Six Month Backlog
(Mfg Orders to be shipped in the next 6 months)

FY08

FY09

FY11

FY10

+131%

Twin Disc, Incorporated

April 27, 2011

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Fiscal Year 2011/12 Outlook

•Mega Yacht & Europe - weakness expected to continue,
modest growth off historic lows expected

•Industrial, ARFF & Military will remain stable, modest
growth

•Oil & Gas - experiencing strong growth in demand

•Patrol Boat market expanding

•Asian market continues at near record levels

•New product launches: 7500 & Express Joystick System®

•Continued focus on working capital management

•Expect continued improvement into fiscal 2012

Twin Disc, Incorporated

WE PUT HORSEPOWER TO WORK ™

Twin Disc, Incorporated

Appendices

Twin Disc, Incorporated

April 27, 2011

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Corporate Profile - Market Diversity

Pleasure Craft Market:

•Target Markets: High speed
planing and displacement yachts
from 50’ to 150’, diesel powered

•Products:Transmissions,
Surface Drives, Propellers,
Steering/Thruster/Trim Systems,
Water Jets, Control Systems

•Channels: Engine OEMs &
dealers, & boat builders

•Customers: CAT, CMD, MAN,
MTU, Volvo / Azimuth, Baia,
Ferretti, Maritimo, Palmer
Johnson, Riviera, Sanlorenzo,
Sunseeker

•Competition: ZF, Reintjes /
Kamewa /Side Power, Ultraflex

Appendix I

Twin Disc, Incorporated

April 27, 2011

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Corporate Profile - Market Diversity

Work Boat Market:

•Target Markets: planing and
displacement vessels from 30’ to
250’, diesel powered

•Products:Transmissions,
Propellers, MCD’s, Water Jets,
Controls

•Channels: Engine OEMs &
dealers, boat builders &
distribution

•Customers: CAT, Cummins,
IVECO, Mitsubishi, Volvo /
Damen / Sewart Supply
(operators: Secor, Tidewater,
Groupe Bourbon)

•Competition: ZF, Reintjes /
Kamewa, Hamilton

Appendix II

Twin Disc, Incorporated

April 27, 2011

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Corporate Profile - Market Diversity

Patrol Boat Market:

•Target Markets: military, patrol
and coast guard vessels from 30’
to 90’, diesel powered

•Products:Transmissions,
Surface Drives, Propellers,
Steering/Thruster/Trim Systems,
Water Jets, Controls, EJS

•Channels: Engine OEMs &
dealers, naval authorities & boat
builders

•Customers: CAT, CMD, MAN,
MTU, Volvo / Indian Navy/Coast
Guard, Israeli Navy, Turkish
Coast Guard, USCG, US Navy,
RCMP

•Competition: ZF / Kamewa

Appendix III

Twin Disc, Incorporated

April 27, 2011

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QuickShift®Transmissions

EJS®/Electronic
Controls

Bow Thrusters

Anchor Winches

Gangways

Trim Tabs, Stern Thrusters

Power Steering

Marine Transmissions, Propulsion & Boat Management Systems

Corporate Profile - Market Diversity

We have been very successful “bundling” more marine products

• Increasing content and value on each vessel

• Working directly with the shipyards

• Industry expert on vessel performance and handling

Appendix IV

Twin Disc, Incorporated

April 27, 2011

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Corporate Profile - Market Diversity

Industrial Products:

•Target Market:Heavy duty
industrial disconnect applications

•Products: Mechanical & hydraulic
clutches, PTOs & pump mount
drives, 100 - 2,500 HP

•Channels:Distribution & OEMs

•Customers: Bandit, Morbark,
Peterson Pacific / OEM engine
dealers

•Competitors: Funk, NACD, PT
Tech, Stiebel, Transfluid, WPT

Appendix V

Twin Disc, Incorporated

April 27, 2011

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Corporate Profile - Market Diversity

Industrial Transmissions:

•Target Market:Off-highway and
all-terrain specialty vehicles,
diesel powered

•Products:Powertrain
components - 400 to 3,000 HP

•Channel:OEM vehicle mfrs.

•Customers: BAE, Rosenbauer,
Oshkosh, Tatra / BJ Services,
Cisco High-Lift, Crown Energy,
Enerflo, Fractec, MG Bryan,
Trican, Tai’an, Zoomlion

•Competitors: Allison, ZF

Appendix VI

Twin Disc, Incorporated

April 27, 2011

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$ millions

% sales

* See Appendix X for reconciliation of TTM figures to reported figures.

Appendix VII

Twin Disc, Incorporated

April 27, 2011

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Non-GAAP Financial Disclosures

Non-GAAP Financial Disclosures

Financial information excluding the impact of certain significant items in this presentation are not measures that
are defined in U.S. Generally Accepted Accounting Principles (“GAAP”).These items are measures that
management believes are important to adjust for in order to have a meaningful comparison to prior and future
periods and to provide a basis for future projections and for estimating our earnings growth prospects.Non-
GAAP measures are used by management as a performance measure to judge profitability of our business
absent the impact of foreign currency exchange rate changes and acquisitions.Management analyzes the
company’s business performance and trends excluding these amounts.These measures, as well as EBITDA,
provide a more consistent view of performance than the closest GAAP equivalent for management and
investors.Management compensates for this by using these measures in combination with the GAAP
measures.The presentation of the non-GAAP measures in this presentation are made alongside the most
directly comparable GAAP measures.

Definition - Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)

The sum of, net earnings and adding back provision for income taxes, interest expense, depreciations and
amortization expenses:this is a financial measure of the profit generated excluding the above mentioned
items.

Appendix VIII

Twin Disc, Incorporated

April 27, 2011

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Reconciliation of Net Earnings to EBITDA

* See Appendix X for reconciliation of TTM figures to reported figures.

Appendix IX

Twin Disc, Incorporated

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Reconciliation of TTM Data to Reported Quarterly Figures

Appendix X

Twin Disc, Incorporated

April 27, 2011

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Fiscal Year Condensed Consolidated Statements of Operations

Appendix XI

Twin Disc, Incorporated

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3rd Fiscal Qtr Condensed Consolidated Statements of Operations

Appendix XII

Twin Disc, Incorporated

April 27, 2011

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YTD Condensed Consolidated Statements of Operations
(first nine months of the fiscal year)

Appendix XIII

Twin Disc, Incorporated

April 27, 2011

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$317

$243

$332

$296

Net Sales by Segment

Appendix XIV

$228

$213

(9 months)

Twin Disc, Incorporated

April 27, 2011

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Net Earnings by Segment (before Corporate Expense)

Appendix XV

(9 months)

Twin Disc, Incorporated

April 27, 2011

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$ millions

% sales

Operating Cash Flows - Fiscal Year

Appendix XVI

Twin Disc, Incorporated

April 27, 2011

35

Express Joystick System® in Action

Go to http://www.twindisc.com/MarineProducts/EJS.html to see the new
revolutionary Twin Disc Express Joystick System® in action.

Twin Disc, Incorporated

WE PUT HORSEPOWER TO WORK ™