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): November 5, 2013

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 November 5, 2013.  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, 2012.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

EXHIBIT NUMBER	DESCRIPTION
99.1	Presentation Materials – 1st Quarter Fiscal 2014

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: November 5, 2013	Twin Disc, Inc.
	/s/JEFFREY S. KNUTSON
	Jeffrey S. Knutson
	General Counsel & Secretary

EX-99.1

Twin Disc, Incorporated

Twin Disc, Incorporated

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 2013 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.

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November 5, 2013

Twin Disc, Incorporated

•Founded in 1918

•Headquartered in Racine, WI

•≈ 990 employees (FYE ‘13)

•FY13 Revenues of $285M
FY12 Revenues of $356M
FY11 Revenues of $310M

•We are a global company

–Well-known customers
around the world

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

–World-wide distributor
network

–Global:55% of fiscal 2013
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

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November 5, 2013

Twin Disc, Incorporated

FY 2013 Highlights

•Sales down 20% from record FY ‘12

–Pressure pumping transmission business
continued to slow down in North America,
only partially offset by China market

–Commercial marine business
experienced strong demand in North
America (Gulf Coast) & Asia

•$3.9 million profit, or $0.34 per diluted
share, down from all-time record of FY
‘12

–Unfavorable mix of business and volume
declines impacted margins & overall
profitability

+36%

+15%

* 2011 and 2012 fiscal year figures have been revised.See Footnote A in the
Company’s Form 10K for the period ending June 30, 2013.

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November 5, 2013

-20%

Sales

Net Earnings*

$228

$310

$356

$285

Twin Disc, Incorporated

1st Quarter Highlights

•Sales down 3% from Q1 of FY ‘13

–Reflects lower level of business in North
America and Europe

–Offset by increased shipments to
customers in Asian markets

•$1.3 million profit, or $0.11 per diluted
share, flat compared to Q1 of FY ‘13

–Q1 of FY ‘14 included a $1.1 million, or
$0.10 per diluted share, restructuring
charge at the Company’s Belgian
operation

–Gross margin increased 290 basis points
to 31.1% driven by a more profitable
product mix and lower warranty expense

+32%

-15%

* 2011 and 2012 fiscal year figures have been revised.See Footnote A in the
Company’s Form 10K for the period ending June 30, 2013.

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November 5, 2013

-3%

Sales

Net Earnings*

$61

$81

$69

$66

Twin Disc, Incorporated

Marine & Propulsion Systems

•Commercial Marine:

–Achieved record sales in fiscal 2013, driven by
strong demand in Asia and the US Gulf Coast

–European market remains uncertain, likely 2-3 years
to recover

–Long term growth in Asia, Latin and North America
expected to continue

•Patrol Boat:

–Experienced recent growth as demand for coastal
security applications has increased globally

–Expect long term growth to continue

•Pleasure Craft:

–Market remains at historic lows

–EJS™ introduced and Cat® Three60 available

–Likely 5+ years before market recovers to pre-
recession levels

–Continue to emphasize technological differentiation

November 5, 2013

Twin Disc, Incorporated

Land-Based ProductsTransmission Systems

•Pressure Pumping:

–Achieved record units sales in fiscal ‘12

–North American market saw significant decline
in fiscal ‘13, that has continued into ‘14

–Asian market, driven by China, has partially
offset North American softening

–Cautiously optimistic that order activity will start
to build in calendar 2014 in the North American
market

–Global markets continue to represent
opportunity for above average growth in the
long run

•Airport Rescue and Fire Fighting (ARFF)
& Military:

–Markets to remain stable with potential for
modest growth

–Continue to develop next generation
transmission system for ARFF

November 5, 2013

Twin Disc, Incorporated

June 25, 2013

Land-Based ProductsPressure Pumping

U.S. dry natural gas production by source,1990-2040
(trillion cubic feet)

Source: EIA, Annual Energy
Outlook 2013 (Early
Release Overview).

8

U.S. domestic crude oil production by source, 1990-2040
(million barrels per day)

Source: EIA, Annual Energy
Outlook 2013 (Early
Release Overview).

Twin Disc, Incorporated

Land-Based ProductsIndustrial Products

•North America Energy Related:

–After a strong fiscal 2012, shipments and orders
were impacted by softness in oil & gas markets

–Demand will grow as North American oil & gas
market strengthens

•Irrigation & Pumping Applications:

–PTO and industrial gearbox lines drove growth

–Solid reputation for quality, global service and new
product development will continue to produce growth
opportunities in the future

•International Markets:

–Opened a new facility in India, south of Chennai,
expect to expand our penetration in the region in the
coming years

–European markets remain sluggish

–Vigorous demand in Asia, Australia, Africa and
Middle East support optimism for the near term and
beyond

November 5, 2013

Twin Disc, Incorporated

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

FY2013

FY2008

•Highlights:

–More than 55% of sales were outside the
USA in fiscal 2013

–Sales to Canada were nearly 13% in 2012
(oil & gas driven)

–In 2012, Asia surpassed Europe as 2nd
largest end market (achieving record sales)

–Sales to China have tripled over last 3
years, now represent 10.2% of sales

–Overall CAGR from 2006 to 2013 = 2%
(Asia = 14%)

•Outlook:

–Continue to focus on BRIC as largest
growth opportunity

10

Peak of mega
yacht market

sales

November 5, 2013

Twin Disc, Incorporated

Managing Our Cost Structure

CAPEX

•Investing in core competencies

•Expanding presence in low cost manufacturing locations

•Nearly $100 million over past 9 yrs

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November 5, 2013

Twin Disc, Incorporated

Sourcing Offices

Managing Our Cost Structure

Low Cost

Lower Cost

Corporate HQ/Mfg

Mfg locations

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November 5, 2013

Twin Disc, Incorporated

•Technology

–Oil & Gas

•8500 Series

–ARFF

•“Pump & Roll”

–Military

•“Legacy” Contracts

What Differentiates Us?

–Marine

•Patented QuickShift®

•Dynamic Positioning/DPII

•Rolla CFD

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November 5, 2013

Twin Disc, Incorporated

What Differentiates Us?

•95 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

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November 5, 2013

#

Twin Disc, Incorporated

Looking Ahead

Twin Disc, Incorporated

FY05

FY06

FY07

$ millions

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

FY08

FY09

FY11

FY10

FY12

FY13

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November 5, 2013

FY14

Twin Disc, Incorporated

Fiscal Year 2014 Outlook

•North American Oil & Gas landscape causes near
term outlook to be cautious

–Six-month backlog reflects continued weakness in demand
from North American oil and gas market, which is expected
to continue for the balance of fiscal 2014

–International oil and gas markets offer significant long term
growth opportunities

•Marine markets will remain mixed

–Commercial marine markets remain robust and another
strong year is expected

–Global mega yacht market will remain depressed

–Patrol Boat market will continue to expand beyond 2014

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November 5, 2013

Twin Disc, Incorporated

Fiscal Year 2014 Outlook

•ARFF, Military and North American industrial markets
are expected to remain stable

•Global markets will remain mixed

–European markets will remain challenged in the near term

–Asia continues to offer significant opportunities for above
average growth rates

–North American pressure pumping market has been slow to
rebound and continues to impact near-term financial results

•The Company is well-positioned to grow as end
markets recover and remains focused on providing
innovative and differentiating product and market
development projects

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November 5, 2013

Twin Disc, Incorporated

Appendices

Twin Disc, Incorporated

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,
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

November 5, 2013

Twin Disc, Incorporated

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

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November 5, 2013

Twin Disc, Incorporated

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,
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

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November 5, 2013

Twin Disc, Incorporated

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

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November 5, 2013

Twin Disc, Incorporated

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

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November 5, 2013

Twin Disc, Incorporated

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

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November 5, 2013

Twin Disc, Incorporated

Frac Rig Diagram

Engine

Transmission

Pump

Appendix VII

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November 5, 2013

Twin Disc, Incorporated

$ millions

% sales

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

Appendix VIII

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November 5, 2013

Twin Disc, Incorporated

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

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November 5, 2013

Twin Disc, Incorporated

Reconciliation of Net Earnings to EBITDA

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

Appendix X

NOTE:2011 and 2012 fiscal year figures have been revised.See Footnote A in the Company’s Form 10K for the period ending June 30, 2013.

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November 5, 2013

Twin Disc, Incorporated

Reconciliation of TTM Data to Reported Quarterly Figures

Appendix XI

NOTE:2011 and 2012 fiscal year figures have been revised.See Footnote A in the Company’s Form 10K for the period ending June 30, 2013.

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November 5, 2013

Twin Disc, Incorporated

November 2013

Fiscal Year Condensed Consolidated Statements of Operations

NOTE:2011 and 2012 fiscal year figures have been revised.See Footnote A in the Company’s Form 10K for the period ending
June 30, 2013.

31

Appendix XII

Twin Disc, Incorporated

November 2013

$317

$310

$332

$296

Historical Net Sales by Segment

$228

$356

32

$285

Appendix XIII

Twin Disc, Incorporated

November 2013

Historical Net Earnings by Segment (before Corporate Expense)

NOTE:2011 and 2012 fiscal year figures have been revised.See Footnote A in the Company’s Form 10K for the period ending
June 30, 2013.

33

Appendix XIV

Twin Disc, Incorporated

1st Fiscal Quarter: Condensed Consolidated Statements of Operations

Appendix XV

NOTE:2011 and 2012 fiscal year figures have been revised.See Footnote A in the Company’s Form 10K for the period ending
June 30, 2013.

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November 5, 2013

Twin Disc, Incorporated

35

$ millions

% sales

Operating Cash Flows - Fiscal Year

November 2013

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

Appendix XVI

Twin Disc, Incorporated

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.

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November 5, 2013