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): February 22, 2012

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 February 22, 2012.  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, 2011.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

EXHIBIT NUMBER	DESCRIPTION
99.1	Presentation Materials – 2nd Quarter Fiscal 2012

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: February 22, 2012	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

February 21, 2012

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 2011 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

3

•Founded in 1918

•Headquartered in Racine, WI

•≈941 employees (FYE ‘11)

•TTM Revenues of $338M*
FY11 Revenues of $310M
FY10 Revenues of $228M

•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

–Global:59% of fiscal 2011
sales to international
markets

2

1

1

#

Manufacturing location (# of facilities in each location)

Company owned distribution/service location

Purchasing/sourcing offices

Twin Disc At A Glance

February 21, 2012

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

Twin Disc, Incorporated

February 21, 2012

FY 2011 Financial Highlights

$ millions

$ millions

•Quarterly sequential sales &
earnings improvement

–Sales up over 36% vs. FY ’10

–Earnings up over $18 million

•Key Markets

–Oil & gas markets experienced strong
growth in shipments and order backlog

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

–Modest recovery in Mega Yacht and
European markets off of fiscal ‘10 lows

–Patrol boat business continued to expand

–ARFF, Military and Commercial Marine
were steady

Twin Disc, Incorporated

5

Net Sales & Net Earnings
(FY 2012 - First Six Months)

•Sales up 20%

–Oil & gas markets strong

–Most end markets showing growth

–Record 6-month backlog as of Q1
$165 million, Q2 = $149 million

•$15.4 million profit, up $8.8 million

–Record Diluted EPS of $1.34

–Record GM% of 36.7%

+34%

+20%

February 21, 2012

Twin Disc, Incorporated

February 21, 2012

•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

–Thru 1st half of fiscal 2012,
orders and sales increasing
globally for 8500 & air
clutches

–New 7500 series in
production

Twin Disc, Incorporated

February 21, 2012

7

Marine & Propulsion Systems

•Pleasure Craft market continues
soft worldwide

–However, building share of
market with new technology

–Modest growth in sales & backlog
began in 2nd half of FY11

–Cat announcements in Q1

•Work Boat market steady

–Europe soft

–North America picking up

–Asia-Pacific continues to show
positive long-term trends

•Patrol Boat market experiencing
global growth

–Asian market experiencing strong
growth

Twin Disc, Incorporated

February 21, 2012

8

Corporate Profile - Geographic Diversity
Sales (as a % of total sales)

59%
International Sales

USA

Rest of

World

Twin Disc, Incorporated

February 21, 2012

9

Managing Our Cost Structure

CAPEX

•Investing in core competencies

•Expanding presence in low cost manufacturing locations

•Spent over $77 million over past 7 yrs

Twin Disc, Incorporated

Sourcing Offices

February 21, 2012

Managing Our Cost Structure

Low Cost

Lower Cost

Corporate HQ/Mfg

Mfg locations

Twin Disc, Incorporated

February 21, 2012

11

What Differentiates Us?

•Technology

–Oil & Gas

•8500 Series

•7500 Series

–ARFF

•“Pump & Roll”

–Military

•“Legacy” Contracts

–Marine

•Patented QuickShift®

•Express Joystick System®

•Dynamic Positioning/DPII

•Rolla CFD

Twin Disc, Incorporated

February 21, 2012

12

What Differentiates Us?

•93+ 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

February 21, 2012

14

FY04

FY05

FY06

FY07

$ millions

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

FY08

FY09

FY11

FY10

+172%

FY12

Twin Disc, Incorporated

February 21, 2012

15

Fiscal Year 2012 Outlook

•FY 2012 will be another strong year

•Oil and Gas experiencing record demand

–Continuing introduction of 7500 Series Transmission

•Marine markets will remain mixed

–Pleasure Craft improving off of low base - EJS impact

–Work Boat, despite US Gulf, showing improvement

–Patrol Boat market is expanding

•Industrial, ARFF & Military showing modest growth

•Asian market continues at record levels; Europe is slow;
while US (excluding Oil and Gas) is improving modestly

Twin Disc, Incorporated

WE PUT HORSEPOWER TO WORK ™

Twin Disc, Incorporated

Appendices

Twin Disc, Incorporated

February 21, 2012

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, Controls, EJS

•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

February 21, 2012

19

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

February 21, 2012

20

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

February 21, 2012

21

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

February 21, 2012

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

February 21, 2012

23

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, Cat

Appendix VI

Twin Disc, Incorporated

February 21, 2012

Frac Rig Diagram

Engine

Transmission

Pump

Appendix VII

Twin Disc, Incorporated

February 21, 2012

25

$ millions

% sales

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

Appendix VIII

Twin Disc, Incorporated

February 21, 2012

26

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 IX

Twin Disc, Incorporated

February 21, 2012

27

Reconciliation of Net Earnings to EBITDA

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

Appendix X

Twin Disc, Incorporated

February 21, 2012

28

Reconciliation of TTM Data to Reported Quarterly Figures

Appendix XI

Twin Disc, Incorporated

February 21, 2012

29

Fiscal Year Condensed Consolidated Statements of Operations

Appendix XII

* Represents trailing four quarter figures as of the quarter ending December 30, 2011.
See Appendix XI for reconciliation of TTM figures to reported figures.

Twin Disc, Incorporated

January 27, 2010

30

2nd Fiscal Qtr Condensed Consolidated Statements of Operations

Appendix XIII

Twin Disc, Incorporated

February 21, 2012

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$317

$310

$332

$296

Historical Net Sales by Segment

Appendix XIV

$228

Twin Disc, Incorporated

February 21, 2012

32

Historical Net Earnings by Segment (before Corporate Expense)

Appendix XV

Twin Disc, Incorporated

February 21, 2012

33

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 ™