8-K

UNITED STATES
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):          August 2, 2005

Oshkosh Truck Corporation

(Exact name of registrant as specified in its charter)

Wisconsin	1-31371	39-0520270
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

P.O. Box 2566, Oshkosh, Wisconsin 54903

(Address of principal executive offices, including zip code)

(920) 235-9151

(Registrant's telephone number, including area code)

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 2.02.     Results of Operations and Financial Condition.

        On August 2, 2005, Oshkosh Truck Corporation (the “Company”) issued a press release (the “Press Release”) announcing its earnings for the third quarter ended June 30, 2005, its revised outlook for fiscal 2005 and its outlook for fiscal 2006. A copy of such press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

        On August 2, 2005, the Company held a conference call in connection with the Company’s announcement of its earnings for the third quarter ended June 30, 2005, its revised outlook for fiscal 2005 and its outlook for fiscal 2006. A copy of the script (the “Script”) for such conference call is furnished as Exhibit 99.2 and is incorporated by reference herein. An audio replay of such conference call and the related question and answer session will be available for at least twelve months on the Company’s web site at www.oshkoshtruckcorporation.com.

        The information, including without limitation all forward-looking statements, contained in the Press Release, the Script and related slide presentation on the Company’s web site (the “Slide Presentation”) or provided in the conference call and related question and answer session speaks only as of August 2, 2005. The Company has adopted a policy that if the Company makes a determination that it expects the Company’s earnings per share for future periods for which projections are contained in the Press Release, the Script and the Slide Presentation or provided in the conference call and related question and answer session to be lower than those projections, then the Company will publicly disseminate that fact. The Company’s policy also provides that if the Company makes a determination that it expects the Company’s earnings per share for future periods to be at or above the projections contained in the Press Release, the Script and the Slide Presentation or provided in the conference call and related question and answer session, then the Company does not intend to publicly disseminate that fact. Except as set forth above, the Company assumes no obligation, and disclaims any obligation, to update information contained in the Press Release, the Script and the Slide Presentation or provided in the conference call and related question and answer session. Investors should be aware that the Company may not update such information until the Company’s next quarterly conference call, if at all.

        The Press Release, the Script and the Slide Presentation contain, and representatives of the Company made, during the conference call and the related question and answer session, statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in the Press Release, the Script and the Slide Presentation or made during the conference call and related question and answer session, including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimates,” “anticipate,” “believe,” “should” or “plans,” or the negative thereof or variations thereon or similar terminology. The Company cannot provide any assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company’s expectations include, without limitation, the following:

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        Accuracy of Assumptions. The expectations reflected in the forward-looking statements, in particular those with respect to projected sales, costs, earnings, capital expenditures, debt levels and cash flows, are based in part on certain assumptions made by the Company, some of which are referred to in, or as part of, the forward-looking statements. Such assumptions include, without limitation, the Company’s ability to turn around the business of the Geesink Norba Group sufficiently to support its current valuation resulting in no non-cash impairment charge for Geesink Norba Group goodwill; the Company’s targets for Geesink Norba Group sales and operating income or losses; the Company’s ability to increase its operating income margins at McNeilus Companies, Inc.; the Company’s ability to recover steel and component costs with increases in prices of its products; the Company’s estimates for concrete placement activity, housing starts and mortgage rates; the performance of the U.S. and the European economies generally; the Company’s expectations as to timing of receipt of sales orders and payments and execution and funding of defense contracts; the Company’s ability to achieve cost reductions and operating efficiencies, in particular at McNeilus Companies, Inc. and the Geesink Norba Group; the anticipated level of production and margins associated with the Family of Heavy Tactical Vehicles contract, the Indefinite Demand/Indefinite Quantity contract, the Medium Tactical Vehicle Replacement follow-on contract and international defense truck contracts; the expected level of U.S. Department of Defense procurement of replacement parts and services and remanufacturing of trucks and funding thereof; the Company’s estimates for capital expenditures of municipalities for fire and emergency and refuse products, of airports for rescue and snow removal products and of large commercial waste haulers generally and with the Company; federal funding levels for Department of Homeland Security and spending by governmental entities on homeland security apparatus; the level of concrete placement and domestic refuse sales demand in advance of a diesel engine emissions standards change effective January 1, 2007; the availability of chassis components and commercial chassis generally; the Company’s planned spending on product development and bid and proposal activities with respect to defense truck procurement competitions and the outcome of such competitions; the Company’s ability to integrate acquired businesses and achieve expected synergies; the expected level of commercial “package” body and chassis sales compared to “body only” sales; the Company’s estimates of the impact of changing fuel prices and credit availability on capital spending of towing operators; the Company’s ability to sustain market share gains by its fire and emergency business; anticipated levels of capital expenditures; the Company’s estimates for costs relating to litigation, product warranty, insurance and raw materials; and the Company’s estimates for personnel costs, interest rates, working capital needs and effective tax rates. The Company cannot provide any assurance that the assumptions referred to in the forward-looking statements or otherwise are accurate or will prove to have been correct. Any assumptions that are inaccurate or do not prove to be correct could have a material adverse effect on the Company’s ability to achieve the results that the forward-looking statements contemplate.

        Geesink Norba Group Turnaround. The Geesink Norba Group has been operating at a loss for the last five quarters due to the weak European economy, declines in selling prices in its markets, operational inefficiencies and increased material, labor and warranty costs related to the launch of a new Geesink-branded rear loader. Although the Company has taken steps to turn around the business of the Geesink Norba Group, including reducing its work force, installing new executive leadership, implementing lean manufacturing practices, introducing new products and outsourcing components to lower cost manufacturing sites, the Company cannot provide any assurance such activities will be successful. In addition, the Company may incur costs to implement any such turnaround beyond its current expectations for such costs. If the Company is unable to turn around the business of the Geesink Norba Group, then the Company may be required to record a non-cash impairment charge for Geesink Norba Group goodwill, and there could be other material adverse effects on the net sales, financial condition, profitability and/or cash flows of the Company.

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        Cyclical Markets. A decline in overall customer demand in the Company’s cyclical commercial or fire and emergency markets could have a material adverse effect on the Company’s operating performance. The ready-mix concrete market that the Company serves is highly cyclical and impacted by the strength of the economy generally, by prevailing mortgage and other interest rates, by the number of housing starts and by other factors that may have an effect on the level of concrete placement activity, either regionally or nationally. Although the concrete placement industry has recovered from a downturn compared to historical levels and customers of the Company such as municipalities and large waste haulers have increased their expenditures for fire and emergency and refuse equipment, if these improvements do not continue or if these markets face downturns, then there could be a material adverse effect on the net sales, financial condition, profitability and/or cash flows of the Company. In addition, the weak European economy, among other things, has continued to have a material adverse effect on refuse sales by the Geesink Norba Group. Furthermore, the recent surge in the Company’s defense business is due in significant part to demand for defense trucks, replacement parts and services and truck remanufacturing arising from the conflict in Iraq. Events such as this are unplanned, and the Company cannot predict how long this conflict will last or the demand for its products that will arise out of such an event. Accordingly, the Company cannot provide any assurance that the increased defense business as a result of this conflict will continue.

        Government Contracts. The Company is dependent on U.S. and foreign government contracts for a substantial portion of its business. That business is subject to the following risks, among others, that could have a material adverse effect on the Company’s operating performance:

• The Company’s business is susceptible to changes in the U.S. defense budget, which may reduce revenues that the Company expects from its defense business.

• The U.S. government may not appropriate funding that the Company expects for its U.S. government contracts, which may prevent the Company from realizing revenues under current contracts.

• Most of the Company’s government contracts are fixed-price contracts, and the Company’s actual costs may exceed its projected costs, which could result in lower profits or net losses under these contracts.

• The Company is required to spend significant sums on product development and testing, bid and proposal activities and pre-contract engineering, tooling and design activities in competitions to have the opportunity to be awarded these contracts.

• Competitions for the award of defense truck contracts are intense, and the Company cannot provide any assurance that it will be successful in the defense truck procurement competitions in which it participates.

• Certain of the Company’s government contracts could be suspended or terminated and all such contracts expire in the future and may not be replaced, which could reduce expected revenues from these contracts.

• The Company’s government contracts are subject to audit, which could result in adjustments of the Company’s costs and prices under these contracts.

• The Company’s defense truck contracts are large in size and require significant personnel and production resources, and when such contracts end, the Company must make adjustments to personnel and production resources.

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        Completion and Financing of Acquisitions. A substantial portion of the Company’s growth in the past eight years has come through acquisitions, and the Company’s growth strategy is based in part upon acquisitions. The Company may not be able to identify suitable acquisition candidates or complete future acquisitions, which could adversely affect the Company’s future growth. The Company’s credit facility also contains restrictive covenants that may limit the Company’s ability to take advantage of business opportunities, including acquisitions. The Company may not be able to integrate or operate profitably its recent acquisitions of JerrDan Corporation, BAI Brescia Antincendi International S.r.l and BAI Tecnica S.r.l. (collectively, “BAI”), Concrete Equipment Company, Inc. (CON-E-CO) and London Machinery Inc. (“London”) or businesses the Company acquires in the future. Any acquisitions could be dilutive to the Company’s earnings per share. The Company’s level of indebtedness may increase in the future if the Company finances acquisitions with debt, which would cause the Company to incur additional interest expense and could increase the Company’s vulnerability to general adverse economic and industry conditions and limit the Company’s ability to obtain additional financing. If the Company issues shares of its stock as currency in any future acquisitions or as a source of funds to finance acquisitions, then the Company’s earnings per share may be diluted as a result of the issuance of such stock.

        Rising Steel and Component Costs. The Company uses thousands of tons of steel annually and steel cost increases have had a significant impact on production costs for the Company’s trucks and truck bodies. During fiscal 2004 and the first six months of fiscal 2005, costs increased sharply for steel and component parts containing steel. Although the Company believes steel costs stabilized in the third quarter of fiscal 2005, the Company could face further steel cost increases in fiscal 2005 or 2006. Steel and component costs that increase further or are not recovered through increases in the Company’s selling prices could impact the Company in the following ways:

• In the commercial and fire and emergency businesses, the Company announced selling price increases during fiscal 2005, some of which take effect in fiscal 2006, to recover increased steel and component costs and may further increase prices. However, any such new product prices apply only to new orders, and the Company does not anticipate being able to recover all cost increases from customers due to the amount of orders in the Company’s backlog prior to the effective dates of new selling prices for the Company’s products. In addition, reaction to these price increases has been adverse from some customers, and competitive conditions have limited, and may limit in the future, price increases in some market sectors. Furthermore, steel and component costs may again rise faster than expected, and the Company’s product price increases may not be sufficient to recover such increases.

• In the defense business, the Company is generally limited in its ability to raise prices in response to rising steel and component costs as the Company largely does business under firm, fixed-price contracts. The Company attempts to limit its risk by obtaining firm pricing from suppliers at contract award. However, if these suppliers, including steel mills, do not honor their contracts, then the Company could face margin pressure in its defense business.

        Revolution® Composite Concrete Mixer Drum. The Company has made and will continue to make significant investments in technology and manufacturing facilities relating to the Revolution® composite concrete mixer drum product, and the Company anticipates that this product will contribute to growth in revenues and earnings of the Company’s commercial segment. However, the Company cannot provide any assurance that such growth will result. Without limitation:

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• The Revolution® drum is a new product in the concrete placement market that uses new technology, and the Company cannot provide any assurance that the concrete placement market will broadly accept this product or that the Company will be able to sell this product at targeted prices.

• Even if market demand for the Revolution® drum meets the Company’s expectations, the Company may not be able to sustain high volume production of this product at projected costs and on projected delivery schedules, which could result in lower profits or net losses relating to this product.

• The Company’s plans include taking additional actions and making additional investments to introduce different versions of the Revolution® drum and to introduce the product in markets outside the United States, and there will be additional risks associated with these efforts.

• The Company cannot provide any assurance that competitors will not offer products in the future that compete with the Revolution® drum, which would impact the Company’s ability to sell this product at targeted prices.

• Because the Revolution® drum is a new product, the Company has experienced and may continue to experience higher costs for warranty and other product related claims.

        International Business. For the fiscal year ended September 30, 2004, approximately 16.7% of the Company’s net sales were attributable to products sold outside of the United States, and expanding international sales, including through acquisitions such as the recent acquisitions of BAI and London, is a part of the Company’s growth strategy. International operations and sales are subject to various risks, including political, religious and economic instability, local labor market conditions, the imposition of foreign tariffs and other trade barriers, the impact of foreign government regulations and the effects of income and withholding taxes, governmental expropriation and differences in business practices. The Company may incur increased costs and experience delays or disruptions in product deliveries and payments in connection with international manufacturing and sales that could cause loss of revenues and earnings. Unfavorable changes in the political, regulatory and business climate could have a material adverse effect on the Company’s net sales, financial condition, profitability and/or cash flows.

        Foreign Currency Fluctuations. The results of operations and financial condition of the Company’s subsidiaries that conduct operations in foreign countries are reported in the relevant foreign currencies and then translated into U.S. dollars at the applicable exchange rates for inclusion in the Company’s consolidated financial statements, which are stated in U.S. dollars. In addition, the Company has certain firm orders in backlog that are denominated in U.K. Pounds Sterling and certain agreements with subcontractors denominated in U.K. Pounds Sterling and Euros, which will subject the Company to foreign currency transaction risk to the extent they are not hedged. The exchange rates between many of these currencies and the U.S. dollar have fluctuated significantly in recent years and may fluctuate significantly in the future. Such fluctuations, in particular those with respect to the Euro and the U.K. Pound Sterling, may have a material effect on the Company’s net sales, financial condition, profitability and/or cash flows and may significantly affect the comparability of the Company’s results between financial periods.

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        Interruptions in the Supply of Parts, Components and Chassis. The Company has experienced, and may in the future experience, significant disruption or termination of the supply of some of the Company’s parts, materials, components and final assemblies that the Company obtains from sole source suppliers or subcontractors or incur a significant increase in the cost of these parts, materials, components or final assemblies. Certain chassis component and commercial chassis suppliers have been unable to meet scheduled delivery dates to the Company because of a sharp rise in demand for Class 8 trucks. While availability of these items has not adversely impacted the Company to date, such availability could become an issue over the next eighteen months. Such disruptions, terminations or cost increases could delay sales of the Company’s trucks and truck bodies and could result in a material adverse effect on the Company’s net sales, financial condition, profitability and/or cash flows.

        Competition. The Company operates in highly competitive industries. Several of the Company’s competitors have greater financial, marketing, manufacturing and distribution resources than the Company and the Company is facing competitive pricing from new entrants in certain markets. The Company’s products may not continue to compete successfully with the products of competitors, and the Company may not be able to retain or increase its customer base or to improve or maintain its profit margins on sales to its customers, all of which could adversely affect the Company’s net sales, financial condition, profitability and/or cash flows.

Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s filings with the Securities and Exchange Commission.

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Item 9.01.     Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Exhibits. The following exhibits are being furnished herewith:

(99.1) Oshkosh Truck Corporation Press Release dated August 2, 2005.

(99.2) Script for conference call held August 2, 2005.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OSHKOSH TRUCK CORPORATION
Date:  August 2, 2005	By:  /s/ Charles L. Szews
	Charles L. Szews
	Executive Vice President and
	Chief Financial Officer

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OSHKOSH TRUCK CORPORATION

Exhibit Index to Current Report on Form 8-K
Dated August 2, 2005

Exhibit
Number

(99.1)      Oshkosh Truck Corporation Press Release dated August 2, 2005.

(99.2)      Script for conference call held August 2, 2005.

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EX-99.1

FOR IMMEDIATE RELEASE

For more information contact:	Financial:	Charles L. Szews
		Executive Vice President and
		Chief Financial Officer
		(920) 235-9151, Ext. 2332
	Media:	Kirsten Skyba
		Vice President, Communications
		(920) 233-9621

OSHKOSH TRUCK REPORTS THIRD QUARTER EPS UP 23.5%; RAISES
FULL-YEAR OUTLOOK TO $4.30 AND ANNOUNCES FISCAL 2006 EPS
EXPECTED RANGE OF $4.80 TO $5.00

        OSHKOSH, WIS. (August 2, 2005) – Oshkosh Truck Corporation (NYSE: OSK), a leading manufacturer of specialty trucks and truck bodies, today reported that for the quarter ended June 30, 2005, earnings per share increased 23.5 percent to $1.05 per share, on sales of $818.9 million and net income of $38.7 million. The results included a $4.3 million ($3.0 million after-tax), or $0.08 per share, charge for workforce reductions at the Company’s European refuse business. This compares with earnings per share of $0.85 on sales of $599.8 million and net income of $30.6 million for last year’s third quarter. These results exceeded Oshkosh’s most recent sales and earnings estimates for the third quarter of fiscal 2005 of $794.0 million and $1.03 per share, respectively. Oshkosh also increased its sales and earnings per share estimates for the full year ending September 30, 2005 to $2.96 billion and $4.30 per share, respectively. All per share amounts included in this release are reported on a pre-split basis with respect to a two-for-one split of the Company’s common stock as separately announced today.

-Continued-

        Sales increased 36.5 percent in the third quarter. Operating income increased 28.1 percent to $63.0 million, or 7.7 percent of sales, compared to $49.2 million, or 8.2 percent of sales, in the prior year’s third quarter. Operating results for the quarters ended June 30, 2005 and 2004 included charges for workforce reductions and life-to-date adjustments to the margins on the Medium Tactical Vehicle Replacement (“MTVR”) base contract in each period as described below.

        Commenting on the results, Robert G. Bohn, Oshkosh chairman, president and chief executive officer, said, “I am pleased with the exceptional financial performance provided by our defense and fire and emergency businesses, which contributed to record third quarter earnings. Defense parts and truck revenue growth were significant factors in our quarterly performance, and the outlook for future business remains positive. And, our fire and emergency business increased both revenues and earnings sharply from both acquisitions and significant organic growth.

        “In our commercial business, we are aggressively pursuing improvement and anticipate this will yield positive results for this segment beginning in fiscal 2006. Commercial results are being positively influenced by “lean” initiatives. In the U.S., this has yielded record deliveries, improved lead times for our customers, and inventory reductions, each of which are underlying indicators of performance improvement. To restore profitability to our European refuse business, we regret that these initiatives will mean a reduction of the workforce in The Netherlands. In addition, steel costs have stabilized, which should be a factor in recovering margins.

        “Oshkosh Truck is focused on growth, as we ramp up defense remanufacturing, expand our fire apparatus manufacturing capacity, and target better results in our commercial segment. In addition, we believe our markets continue to exhibit the fundamentals necessary for future growth, and we today announce our earnings per share estimated range for fiscal 2006 of $4.80 to $5.00, up 11.6 percent to 16.3 percent from our current full year fiscal 2005 estimates.”

-Continued-

        Factors affecting third quarter results for the Company’s business segments included:

        Fire and emergency—Fire and emergency segment sales increased 56.2 percent, to $222.7 million for the quarter compared to the prior year. Operating income was up 75.4 percent to $23.1 million, or 10.4 percent of sales, compared to prior year operating income of $13.2 million, or 9.2 percent of sales. The JerrDan and BAI acquisitions contributed sales of $42.0 million and operating income of $4.1 million during the quarter. Sales and operating income from other businesses in this segment grew 26.7 percent and 44.0 percent, respectively, for the quarter. The higher sales level for these businesses reflected strong order flow for fire apparatus and substantially higher airport product sales. Operating income margins for the businesses increased due to a substantially improved sales mix of custom pumpers, aerials and airport products.

        Defense—Defense segment sales increased 47.1 percent to $281.0 million for the quarter compared to the prior year’s third quarter due to a near doubling of parts and service sales as a result of the conflict in Iraq and substantially higher truck sales. Operating income in the third quarter was up 35.4 percent, to $46.0 million, or 16.4 percent of sales, compared to prior year operating income of $33.9 million, or 17.8 percent of sales. Third quarter earnings were favorably impacted by the increase in relatively higher-margin parts and service sales and higher truck sales which were offset in part by substantially higher new product development spending. Third quarter earnings reflected a $2.1 million life-to-date adjustment to operating income to increase margins on the Company’s MTVR base contract from 9.9 percent to 10.1 percent. The Company had reported a life-to-date adjustment to MTVR base contract margins during the third quarter of fiscal 2004 of $7.1 million to raise its margins to a 7.1 percent rate at that time.

-Continued-

        Commercial—Commercial segment sales increased 18.5 percent, to $322.3 million, for the quarter on strong order intake in U.S. markets. Operating income decreased 46.0 percent to $7.2 million, or 2.2 percent of sales, compared to $13.4 million, or 4.9 percent of sales, in the prior year quarter. The CON-E-CO and London acquisitions contributed sales of $20.0 million and operating income of $1.5 million during the quarter. The decrease in operating income margins from the prior year was a result of the $4.3 million (1.3 percent of sales) charge for workforce reductions at the Company’s European refuse business, continued operating losses in the Company’s European refuse business and price increases for concrete placement and domestic refuse products that were not high enough to recover higher steel and component costs. Results for the third quarter of fiscal 2004 included a $1.8 million (0.7 percent of sales) charge for workforce reductions at the Company’s European refuse business.

        Corporate and other—Operating expenses and inter-segment profit elimination increased $2.0 million to $13.3 million, due largely to increased personnel costs. Net interest expense in the third quarter increased $0.4 million to $1.4 million, compared to the prior year quarter. Higher interest costs were largely due to higher average borrowings as a result of acquisitions.

        Total debt decreased during the quarter to $23.6 million at June 30, 2005 from $69.4 million at March 31, 2005 and cash increased to $43.1 million at June 30, 2005 from $23.2 million at March 31, 2005 due to strong cash flow from operations.

-Continued-

Nine-Month Results

        The Company reported that earnings per share increased 39.1 percent to $3.20 per share for the first nine months of fiscal 2005 on sales of $2,136.2 million and net income of $117.5 million compared to $2.30 per share for the first nine months of fiscal 2004 on sales of $1,611.2 million and net income of $82.8 million. Results for the first nine months of fiscal 2005 included MTVR base contract life-to-date margin adjustments totaling $24.7 million and a favorable product liability settlement totaling $4.2 million that increased operating income for the period and a charge for workforce reductions of $4.3 million. Results for the first nine months of fiscal 2004 include MTVR base contract life-to-date margin adjustments totaling $14.2 million that increased operating income for the period and a $1.8 million charge for workforce reductions.

        Operating income increased 47.5 percent to $193.2 million, or 9.0 percent of sales, in the first nine months of fiscal 2005 compared to $131.0 million, or 8.1 percent of sales, in the first nine months of fiscal 2004.

        Oshkosh Truck Corporation officials will comment on third quarter earnings and expectations for the remainder of fiscal 2005 and fiscal 2006 during a live conference call at 11:00 a.m. Eastern Daylight Time today. Viewer-controlled slides for the call will be available on the Company’s website beginning at 9:30 a.m. Eastern Daylight Time this morning. The call will be available simultaneously via a webcast over the Internet as a service to investors. It will be listen-only format for on-line listeners. To access the webcast, investors should go to www.oshkoshtruckcorporation.com at least 15 minutes prior to the event and follow instructions for listening to the broadcast. An audio replay of such conference call and related question and answer session will be available for at least twelve months at this website.

-Continued-

        Oshkosh Truck Corporation is a leading designer, manufacturer and marketer of a broad range of specialty commercial, fire and emergency and military trucks and truck bodies under the Oshkosh®, McNeilus®, Pierce®, Medtec™, CON-E-CO®, London®, Geesink and Norba brand names. Oshkosh’s products are valued worldwide by fire and emergency units, defense forces, municipal and airport support services, and concrete placement and refuse businesses where high quality, superior performance, rugged reliability and long-term value are paramount.

Forward-Looking Statements

        This press release contains statements that the Company believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital spending and debt levels, and plans and objectives of management for future operations, are forward-looking statements. When used in this press release, words such as the Company “expects,” “intends,” “estimates,” “anticipates,” or “believes” and similar expressions are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, without limitation, the Company’s ability to turnaround its Geesink Norba Group and McNeilus businesses, the cyclical nature of the Company’s commercial and fire and emergency markets, risks related to reductions in government expenditures, the uncertainty of government contracts, the challenges of identifying acquisition candidates and integrating acquired businesses, rapidly rising steel and component costs and the Company’s ability to avoid such cost increases based on its supply contracts or recover such rising costs with increases in selling prices of its products, the success of the launch of the Revolution^® composite concrete mixer drum, and risks associated with international operations and sales, including foreign currency fluctuations. In addition, the Company’s expectations for fiscal 2005 and 2006 are based in part on certain assumptions made by the Company, including, without limitation, those relating to the Company’s ability to turnaround the business of the Geesink Norba Group sufficiently to support its current valuation resulting in no non-cash impairment charge for Geesink Norba Group goodwill; the Company’s ability to increase its operating income margins at McNeilus; the ability of the Company to recover steel and component cost increases from its customers; increasing concrete placement activity; the performance of the U.S. and European economies generally; when the Company will receive sales orders and payments; achieving cost reductions; production and margin levels under the Family of Heavy Tactical Vehicles contract, the Indefinite Demand/Indefinite Quantity contract, the MTVR follow-on contract and for international defense trucks; the level of U.S. Department of Defense procurement of replacement parts, services and remanufacturing of trucks; targets for Geesink Norba Group sales and operating losses; capital expenditures of municipalities, airports and large waste haulers; the availability of commercial chassis and certain chassis components; spending on bid and proposal activities and new product development; interest and personnel costs; the ability to integrate acquired businesses; and that the Company does not complete any acquisitions. Additional information concerning these and other factors is contained in the Company’s filings with the Securities and Exchange Commission, including the Form 8-K filed today.

-Continued-

OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

	Three Months Ended June 30,						Nine Months Ended June 30,
	2005			2004			2005			2004
	(In thousands, except per share amounts)
Net sales	$	818,912		$	599,824		$	2,136,184		$	1,611,231
Cost of sales		695,068			500,576			1,776,856			1,345,798
Gross income		123,844			99,248			359,328			265,433
Operating expenses:
Selling, general and administrative		58,827			48,417			160,332			129,457
Amortization of purchased intangibles		2,046			1,666			5,768			4,998
Total operating expenses		60,873			50,083			166,100			134,455
Operating income		62,971			49,165			193,228			130,978
Other income (expense):
Interest expense		(1,880	)		(1,459	)		(6,370	)		(4,008	)
Interest income		481			411			1,499			992
Miscellaneous, net		(224	)		119			(837	)		679
		(1,623	)		(929	)		(5,708	)		(2,337	)
Income before provision for income taxes,
equity in earnings of unconsolidated
affiliates and minority interest		61,348			48,236			187,520			128,641
Provision for income taxes		23,493			18,215			72,195			47,563
Income before equity in earnings of
unconsolidated affiliates and
minority interest		37,855			30,021			115,325			81,078
Equity in earnings of unconsolidated
affiliates, net of income taxes		977			602			2,317			1,716
Minority interest, net of income taxes		(143	)		--			(189	)		--
Net income	$	38,689		$	30,623		$	117,453		$	82,794
Earnings per share
Basic	$	1.07		$	0.87		$	3.27		$	2.37
Diluted	$	1.05		$	0.85		$	3.20		$	2.30
Basic weighted average shares outstanding		36,010			34,299			35,374			34,154
Effect of dilutive securities
Class A Common Stock		283			811			631			813
Stock options and incentive
compensation awards		649			945			730			994
Diluted weighted average shares outstanding		36,942			36,055			36,735			35,961

-Continued-

OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2005			September 30, 2004
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	43,062		$	30,081
Receivables, net		290,437			252,253
Inventories		546,466			368,067
Deferred income taxes		37,912			41,033
Other current assets		25,118			19,273
Total current assets		942,995			710,707
Investment in unconsolidated affiliates		20,065			21,187
Property, plant and equipment		342,897			316,538
Less accumulated depreciation		(162,586	)		(147,962	)
Net property, plant and equipment		180,311			168,576
Goodwill, net		398,268			385,063
Purchased intangible assets, net		130,291			140,506
Other long-term assets		36,593			26,375
Total assets	$	1,708,523		$	1,452,414
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Revolving credit facility and current maturities
of long-term debt	$	20,938		$	72,739
Accounts payable		213,079			200,290
Customer advances		306,091			209,656
Floor plan notes payable		37,204			25,841
Payroll-related obligations		47,363			43,978
Income taxes		12,033			17,575
Accrued warranty		38,825			35,760
Other current liabilities		104,446			73,842
Total current liabilities		779,979			679,681
Long-term debt		2,652			3,209
Deferred income taxes		64,829			66,543
Other long-term liabilities		66,902			64,259
Minority interest		2,760			2,629
Commitments and contingencies
Shareholders' equity		791,401			636,093
Total liabilities and shareholders' equity	$	1,708,523		$	1,452,414

-Continued-

OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine Months Ended June 30,
	2005			2004
	(In thousands)
Operating activities:
Net income	$	117,453		$	82,794
Non-cash and other adjustments		26,446			24,304
Changes in operating assets and liabilities		(42,206	)		(27,382	)
Net cash provided by operating activities		101,693			79,716
Investing activities:
Acquisition of businesses, net of cash acquired		(31,302	)		--
Additions to property, plant and equipment		(21,716	)		(19,203	)
Proceeds from sale of assets		194			108
Decrease (increase) in other long-term assets		4,986			(16,339	)
Net cash used by investing activities		(47,838	)		(35,434	)
Financing activities:
Net repayments under revolving credit facility		(52,263	)		(37,000	)
Proceeds from exercise of stock options		24,149			4,471
Proceeds from issuance of long-term debt		--			965
Repayment of long-term debt		(603	)		(1,872	)
Dividends paid		(11,073	)		(6,032	)
Net cash used by financing activities		(39,790	)		(39,468	)
Effect of exchange rate changes on cash		(1,084	)		1,217
Increase in cash and cash equivalents		12,981			6,031
Cash and cash equivalents at beginning of period		30,081			25,276
Cash and cash equivalents at end of period	$	43,062		$	31,307
Supplementary disclosure:
Depreciation and amortization	$	25,707		$	20,073

-Continued-

OSHKOSH TRUCK CORPORATION
SEGMENT INFORMATION
(Unaudited)

	Three Months Ended June 30,						Nine Months Ended June 30,
	2005			2004			2005			2004
	(In thousands)
Net sales to unaffiliated customers:
Fire and emergency	$	222,670		$	142,572		$	630,051		$	401,072
Defense		280,985			191,051			706,095			549,575
Commercial		322,346			272,019			819,186			672,817
Intersegment eliminations		(7,089	)		(5,818	)		(19,148	)		(12,233	)
Consolidated	$	818,912		$	599,824		$	2,136,184		$	1,611,231
Operating income (expense):
Fire and emergency	$	23,132		$	13,186		$	60,580		$	36,003
Defense (1)		45,955			33,946			147,037			94,145
Commercial		7,212			13,359			19,295			29,985
Corporate and other		(13,328	)		(11,326	)		(33,684	)		(29,155	)
Consolidated	$	62,971		$	49,165		$	193,228		$	130,978
Period-end backlog:
Fire and emergency							$	520,982		$	457,139
Defense								1,163,137			876,253
Commercial								246,010			219,302
Consolidated							$	1,930,129		$	1,552,694

⁽¹⁾ Includes the following cumulative life-to-date adjustments to operating income due to an increase in margins on the Company’s MTVR contract.

	Three Months Ended June 30,						Nine Months Ended June 30,
	2005			2004			2005			2004
	(In thousands, except percentages)
Increase in operating income	$	2,100		$	7,100		$	24,700		$	14,200
Increase in margin percentage		0.2	%		0.8	%		2.5	%		1.6	%
Margin percentage at period-end								10.1	%		7.1	%

###

EX-99.2

Third Quarter 2005 Earnings
Conference Call
August 2, 2005

Charlie

Welcome, and thank you for joining us for our third quarter earnings conference call. Please refer to slide 2 of the slide presentation on our website at www.oshkoshtruckcorporation.com, which supplements our remarks today.

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. Those risks include, among others, matters that we have described in our Form 8-K filed with the SEC this morning and other filings with the SEC. Except as described in the Form 8-K, 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.

Occasionally today, we will refer to “previous estimates.” Such estimates were made by us during our second quarter earnings conference call on May 3, 2005. Also, all references to per share results today are reported on a pre-split basis with respect to a two-for-one split of the Company’s common stock announced this morning.

Bob, please lead off and investors, please turn to slide 3.

Bob

Oshkosh Third Quarter 2005 Highlights

Good morning, everyone. Thank you for your interest and participation today.

1

Let me start by saying that overall I’m pleased with our third quarter results. A year ago, EPS was $0.85. This quarter our guidance was that we would deliver $1.03 EPS, and we came in at $1.05 despite a restructuring charge at the Geesink Norba Group of $0.08 per share.

For the quarter, sales were up 36.5% to $818.9 million. Operating income increased by 28.1% to $63.0 million, and net income was up 26.3% to $38.7 million.

It’ll come as no surprise that our defense business continues to take the lead in terms of overall contributions to results. However, our fire and emergency segment posted equally strong results again this quarter, and the actions we took in our commercial segment in the third quarter should permit us to report positive results for that business beginning next fiscal year.

We’re very much a company that believes when you do the right thing for your customers, your business will prosper. I’m very confident that each of the businesses is doing the right thing – delivering value with outstanding quality, industry-leading products and technologies, and excellent long-term service. As a result, we are increasing our EPS estimate for fiscal 2005 from $4.25 to $4.30.

We expect to follow a great fiscal year 2005 with strong results again in fiscal 2006. We estimate fiscal 2006 sales at $3.225 to $3.325 billion, or sales growth of 9.0% to 12.3%, and expect EPS to reach $4.80 to $5.00, up 11.6% to 16.3% year over year, compared to our fiscal 2005 estimates.

Clearly, we are approaching fiscal 2006 with optimism, and this led our Board of Directors to approve a two-for-one split of the Company’s common stock, again improving our liquidity for shareholders.

Now, let me take a minute to talk about our major initiatives to drive growth within the organization.

Please move to slide 4.

2

Key Initiatives in Third Quarter of Fiscal 2005

Our key initiatives throughout fiscal 2005 have been centered on margin enhancement. We did move forward in the commercial segment in the third quarter, but progress was slower than anticipated. For example, during the second quarter conference call, I told you I thought we had almost worked our way through the lower-priced backlog at McNeilus, but I was simply wrong. Our price increases weren’t realized the way we thought they had been.

So, we’ve increased prices almost across the board yet again:

• Rear-discharge concrete mixer prices were increased 10% in June

• Front-discharge concrete mixer price quotes include 1% increases per quarter for deliveries over the next year

• Refuse body prices were raised 7.5% domestically in June

• And, in our fire and emergency segment, fire apparatus saw a 2.4% increase go into effect in June.

Some of these increases sound steep, but we’ve faced an approximate $35 million increase in our steel and component costs at McNeilus alone during the past year and we need to recover those costs. Our price increases have outpaced our competitors, and the initial response from our customers has been difficult, but we are finally seeing the prices stick. We believe that we need the price increases to help ensure that our businesses earn the returns necessary to provide our customers with industry leading technology and service.

Now, turning to our cost structure, please move to slide 5. In my view, our most critical initiative for enhancing margins and shareholder returns for the long-term is our lean program to improve the cost structure within all of our businesses. We’ve discussed this at length in previous conference calls, but I think it’s worth reviewing current activities.

• At this point, we have trained more than 2,000 of our 7,700 employees in the "lean" manufacturing concept

• We have added additional “lean” professionals to beef up our bench strength in both operations and strategic pricing analysis

3

• Thanks to lean, McNeilus achieved record shipments during the months of May and June and reduced production lead times by more than 30%, on average. And, we’ve been able to substantially reduce work in process inventory by building to specific customer orders.

At the Geesink Norba Group, the “lean” team has largely completed their work. We believe the design issues of the new GPM III rear loader have been resolved. We have accelerated new product development. And, we have completed the final phase of the necessary restructuring, taking the appropriate $4.3 million workforce reduction charge during the quarter. About half of the charge is based on rightsizing the workforce in The Netherlands. And, half can be attributed to outsourcing of key components to lower cost manufacturing sites. We believe this workforce reduction will restore the Geesink Norba Group to profitability beginning in the fourth quarter of fiscal 2005.

Now, let’s turn to slide 6 to discuss our Commercial Business in more detail.

We under-performed expectations again in the third quarter and have a lot more work to do, but there were also signs of progress underlying financial performance.

Sales were up 18.5% to $322.3 million in our commercial segment and on-time deliveries improved significantly at McNeilus.

Operating income was down 46.0% to $7.2 million, or 2.2% of sales, compared to 2.5% of sales in the second quarter of fiscal 2005. This is still way too low for this business, and reflected a $4.3 million workforce reduction in The Netherlands, or 1.3% of segment sales for the quarter. Our U.S. businesses were able to report a 100 basis point improvement in margins from the second to the third quarter in fiscal 2005.

On a go forward basis, our priority is to expand margins in the commercial business. We’re targeting historic levels of 8% or more within the next two years. The price increases I discussed earlier will help, but given the seasonally lower volumes in the next two quarters, we expect margins to decline during the fourth quarter before they get better. I am encouraged by the strength of the actions taken by our team to turn around our commercial segment, and believe that we will emerge as a stronger company next year.

4

On a more positive note, McNeilus introduced the new M5 rear loader in May. This compact design is targeted at residential routes and provides a price point that allows McNeilus to target municipal sales as well as privates. We also enjoyed robust orders in our domestic refuse product line during the quarter at nearly double prior year levels. And, London and CON-E-CO, our newest acquisitions, both performed well in the quarter.

Now, let’s move on to the Defense Business on slide 7.

Our defense business provided much of the horsepower behind this quarter’s record performance. Let me put some details around that.

Defense sales were up 47.1% to $281.0 million. Operating income increased 35.4% to $46.0 million. This was ahead of previous estimates by $6.0 million because of strong parts and service sales and a $2.1 million adjustment of MTVR margins to 10.1%, a 0.2 percentage point improvement. Our defense parts and service sales again nearly doubled during the quarter compared to the prior year. The defense backlog now stands at $1.16 billion and positions us for another strong year in fiscal 2006.

We anticipate defense sales of $1.225 billion to $1.275 billion in fiscal 2006, assuming the Congressional supplemental money moves to contract in a timely fashion. This estimate would have been even higher — $215 million higher – if operations and maintenance funds in the supplemental hadn’t been reallocated because brigades were unwilling to give up their current HEMTT, HET and PLS trucks for remanufacturing because they are too critical to their missions. The potential exists that a bridge supplemental funding bill this fall might replace some of the operations and maintenance money with funding for new vehicles for late in fiscal 2006, and perhaps for fiscal 2007.

5

The retrofit of our new remanufacturing facility has been proceeding on schedule. The facility became operational in July, and we expect to be delivering overhauled units at an expanded rate by the beginning of fiscal 2006.

In terms of product development, activities have centered on three products – the LVSR, the HEMTT A3 with ^ProPulse® hybrid electric drive, and the TerraMax™ robotic truck. We delivered the Logistics Vehicle System Replacement trucks on time to the Marines for testing. Testing is going well and ahead of schedule. This program is scheduled to be awarded during the second quarter of fiscal 2006. Defense budget funding for the program, including administrative costs of the U.S. Department of Defense (“DoD”), currently exceeds $860 million over five fiscal years beginning in fiscal 2007. Testing is progressing well on the HEMTT A3 too, our next generation Heavy Expanded Mobility Tactical Truck, which offers our ProPulse technology to substantially reduce fuel consumption and provides other new technologies for our military customers.

One of the most exciting projects we have underway is the development of our TerraMax robotic defense truck. The project is going very well. We’re partnered with Rockwell Collins on it, and Team TerraMax was one of only 40 invited to participate in the qualifying round for the DARPA Grand Challenge Race, sponsored by the Pentagon. We’re going into the final phase of development before we begin testing. The qualifying round kicks off at the end of September and the race is on October 8.

At this point, given the visibility we have for 2006 defense funding, we’re optimistic about new truck programs, expanded remanufacturing requirements, and ongoing parts and service requirements. This is reflected in the investments we are making to expand capacity and accelerate product development.

Finally, let’s turn to the Fire & Emergency Segment on slide 8.

6

Our fire and emergency business has drawn perhaps the least attention of any of our businesses in recent quarters. Defense has enjoyed the limelight, and commercial has been subjected to the spotlight. Yet, quarter after quarter, the fire and emergency business has quietly built a trend of increased sales, increased earnings and delivered outstanding quality to the fire service.

That performance intensified during the third quarter. Sales reached a record level with a 56.2% increase to $222.7 million. Operating income was up an impressive 75.4% to $23.1 million, $2 million ahead of our previous estimates.

The incoming order rate gives every indication that municipal markets remain strong, although direct comparison in the third quarter for Pierce’s incoming orders was difficult because fiscal 2004‘s third quarter included major DoD and international orders. This directly influenced our decision to invest approximately $18.5 million to expand Pierce’s production facilities by 130,000 square feet. Our Medtec ambulance business experienced a strong increase in orders. This was also a strong quarter for JerrDan Corporation in terms of incoming orders, sales and operating income, despite the fact that their major competitor has not fully followed the price increases that JerrDan has implemented to compensate for steel cost increases.

Our outlook for this business mirrors its historic performance. That is, we expect consistent improvement for top and bottom line results in coming quarters.

Now, I’ll turn it over to Charlie to review our financial results.

7

Charlie:

Good morning.

Let’s discuss our consolidated results for the third quarter by turning to slide 9.

Second Quarter Results

Earnings per share rose 23.5% to $1.05 in the third quarter, up slightly over our previous estimate for the quarter of $1.03. Third quarter results included an $0.08 per share workforce reduction charge at the Geesink Norba Group as part of our plan to turnaround that business. Consolidated sales were up 36.5% to $818.9 million in the third quarter compared to last year, with consolidated operating income up 28.1% to $63.0 million compared to last year.

A cumulative life-to-date adjustment of $2.1 million to increase margins on our Medium Tactical Vehicle Replacement (“MTVR”) base contract from 9.9% to 10.1% contributed $0.03 to earnings per share for the quarter. There was a $7.1 million, or $0.12 per share, life-to-date adjustment in last year’s third quarter earnings.

At corporate, our operating expenses rose $2.0 million in the third quarter compared to the prior year, primarily due to higher personnel costs related to new hires, restricted stock awards granted last autumn, employee termination costs and higher incentive bonuses.

Turning to the performance of each segment, let’s move to slide 10.

Fire and Emergency

Fire and emergency sales rose 56.2% to $222.7 million in the third quarter. JerrDan and BAI contributed sales totaling $42.0 million in the quarter. Sales for our other businesses in this segment grew 26.7%, reflecting our strong order flow for fire apparatus and substantially higher airport product sales.

8

Operating income rose 75.4% to $23.1 million, or 10.4% of sales, in the third quarter. The JerrDan and BAI acquisitions contributed operating income of $4.1 million during the third quarter. Operating income for our other businesses in the segment rose 44.0%, reflecting both the higher sales level and a substantially improved sales mix of custom pumpers, aerials and airport products.

Segment backlog grew 14.0% in the third quarter compared to the prior year. Backlog for businesses in the segment, other than the recently acquired JerrDan and BAI, was down 3.4% at June 30, 2005. Pierce’s backlog was up 2.1% at June 30, 2005, quite strong given that orders in the quarter ended June 30, 2004 were up over 100% over the prior year. Airport products backlog was down at June 30, 2005, due to timing of orders, but we expect sales for this business to grow again in fiscal 2006.

Defense

Looking at the defense segment next, please turn to slide 11.

Defense sales rose 47.1% to $281.0 million in the third quarter. Parts and service sales nearly doubled during the quarter. Sales of heavy-payload trucks for the U.S. Army and wheeled tankers for the U.K. Ministry of Defence were also up sharply during the quarter.

Given the sharply higher sales and an improved product mix of relatively higher-margin parts and service sales and heavy-payload trucks, investors may have expected a higher operating income margin than the 16.4% experienced in the third quarter. In the quarter, our product development spending was up sharply, as planned, to invest in the programs described by Bob earlier on the call. This limited our operating income to $46.0 million, up 35.4% for the quarter.

9

The relatively small life-to-date adjustment to the margin on the MTVR base contract during the quarter reflects the shipment of the final trucks under the five-year contract. We continue to maintain accruals related to this contract for warranty and contract close-out costs that we anticipate will be ultimately resolved over a period ending in the third quarter of fiscal 2007 when a systemic warranty period expires.

At June 30, 2005, our defense backlog was up 32.7% from prior year levels to $1.16 billion as we began to sign contracts related to the federal supplemental funding bill passed during our third fiscal quarter.

Commercial

Turning to the commercial segment, please move to slide 12. Compared to the prior year, sales were up 18.5% to $322.3 million, but operating income was down 46.0% to $7.2 million, or 2.2% of sales. The CON-E-CO and London acquisitions contributed sales of $20.0 million and operating income of $1.5 million during the quarter. Quite simply, operating income declined again this quarter because our selling price increases have not been enough to offset approximately $35 million of steel and component cost increases that we have experienced at McNeilus over the last year, and we are in a turnaround situation at the Geesink Norba Group.

Concrete placement sales, other than sales of CON-E-CO and London, and domestic refuse sales rose 3.0% and 30.5%, respectively, during the third quarter compared to the prior year. Domestic refuse orders have been robust all year, particularly from the largest U.S. waste haulers.

In European refuse, sales were up 25.9%, but the operating loss in this business increased to $5.1 million compared to $3.4 million in last year’s third quarter, in large part due to the $4.3 million workforce reduction charge described by Bob. A $1.8 million workforce reduction charge was included in results for last year’s third quarter. Clearly, we have been reducing the losses in this business sequentially each quarter, and we anticipate this restructuring will position the business to be profitable again beginning next quarter.

10

Let me close out my review of the commercial segment by reviewing our backlogs in each product line. At June 30, 2005, rear-discharge unit backlog was down 15.2% compared to prior year levels, while our front-discharge unit backlog was down 9.6%. Our domestic refuse unit backlog was up 43.1% at June 30, 2005 compared to prior year levels, while Geesink Norba Group unit backlog was up 20.7% compared to prior year levels.

Fiscal 2005 Outlook

Turning to our fiscal 2005 outlook, we are assuming no additional acquisitions nor any impairment of the Geesink Norba Group goodwill in the estimates presented in slides numbered 13 to 16.

We present our sales estimates on slide 13. We are now estimating our fiscal 2005 sales at $2.96 billion, a $60.0 million increase from our previous estimate, and up an estimated 30.8% over fiscal 2004. The drivers of this increase include an estimated $65.0 million increase in defense parts and service sales and an estimated $5.0 million decrease in fire and emergency segment sales.

Turning to slide 14, we’re now estimating consolidated operating income of $260.5 million in fiscal 2005, up $0.5 million from our previous estimates and up an estimated 44.4% over fiscal 2004. We reduced our estimate of BAI operating income by $1.0 million in the fire and emergency segment. We’re now estimating our defense operating income to increase 61.1% to $206.0 million in fiscal 2005. The $16.5 million increase from our previous estimate results from our higher sales estimate for the year. We reduced our estimate for commercial segment operating income by $13.0 million to reflect third quarter performance and estimated fourth quarter performance in the U.S., as we do not expect our current pricing actions to benefit earnings much until fiscal 2006. We also added $2.0 million to our corporate expense estimate for fiscal 2005, primarily due to personnel cost increases.

11

Slide 15 reflects no material changes to estimates for interest expense, effective tax rates and similar items.

Our quarterly estimates of sales, operating income, net income, earnings per share and debt are described in slide 16. Essentially, we increased our annual earnings per share estimate by $0.05 per share.

What key risks are involved in our estimates? We may not be able to improve Geesink Norba Group earnings as quickly as estimated, which could lead to an impairment charge, and we may not fully turnaround McNeilus earnings. Steel cost increases could continue next year and further outpace our selling price increases. Upsides to these estimates primarily involve potential new defense parts and service sales with the DoD arising from the conflict in Iraq. Please review our Form 8-K filed today for other potential risk factors.

Fiscal 2006 Outlook

Today, we also initiated estimates for fiscal 2006, again assuming no acquisitions. Please turn to slide 17.

Several months ago, we conducted a survey of many of our investors on a variety of matters. Virtually unanimously, the responses indicated a preference for Oshkosh to report earnings estimates in ranges versus our historic practice of specific point estimates. Accordingly, beginning with our initial outlook for fiscal 2006, we are transitioning our estimates to the level of detail recommended in the survey results.

We anticipate our consolidated sales to approximate $3.225 billion to $3.325 billion in fiscal 2006, up 9.0% to 12.3%, respectively, over our fiscal 2005 sales estimate. We anticipate our fire and emergency segment sales growth rate to be in the high single digits percentage range in fiscal 2006, reflecting improving markets and higher pricing across the segment. We believe funds in the recent federal supplemental spending bill should propel our defense sales up 15% — 20% in fiscal 2006. In our commercial segment, we anticipate sales to grow at a low single digit percentage growth rate, including the benefit of a full year of operations for CON-E-CO and London, which we acquired in fiscal 2005. We believe that industry volumes will grow at a 5% — 10% rate across the segment, and we have implemented price increases of 10% to 20% over the last year in the U.S., but we expect to lose some market share as we work hard to recover steel and component cost increases over the next year.

12

Turning to slide 18, we expect our consolidated operating income to approximate $297.5 to $310.0 million in fiscal 2006, or up 14.2% to 19.0%, respectively, compared to our fiscal 2005 estimate. These estimates reflect a 50 basis point estimated improvement in consolidated margins next year. We expect our fire and emergency segment margins to be relatively flat in fiscal 2006 compared to fiscal 2005 as Pierce expansion costs are likely to offset other margin improvement initiatives. We expect our defense operating income margins will decline slightly as fiscal 2005 segment margins benefited from life-to-date adjustments to MTVR base contract margins. We expect our commercial segment operating income margins to double in fiscal 2006, reflecting a return to modest profitability at the Geesink Norba Group and just over a 100 basis point improvement in McNeilus margins in fiscal 2006. Now, we could do much better in this segment if our pricing initiatives are effective, but at this time, we are initiating prudent estimates. At corporate, we expect expenses to grow about 20% over fiscal 2005 levels. In fiscal 2005, we benefited from the settlement of a product liability matter for $4.2 million, and that drives one-half of the increase in corporate expenses.

Slide 19 provides additional estimates of interest expense, taxes and other areas with no significant changes from fiscal 2005.

On slide 20, we provide our earning per share estimates, again on a pre-split basis, for fiscal 2006. We expect earnings per share to approximate $4.80 to $5.00 per share in fiscal 2006, or up approximately 11.6% to 16.3% in fiscal 2006. We believe that earnings per share could decline to $1.00 to $1.10 per share in the first quarter of fiscal 2006 compared to $1.11 in the first quarter of fiscal 2005. During the first quarter of fiscal 2005, earnings benefited from a life-to-date adjustment of MTVR base contract margins of $8.5 million, the settlement of a product liability matter for $4.2 million, and a large international airport products sale. And, during the first quarter of fiscal 2006, the Company expects to incur additional costs to start-up its Pierce expansion and to bid the LVSR contract, among other matters. Now, we expect about 55% of our fiscal 2006 earnings per share estimate to be recognized in the second and third quarters of the year.

13

Closing with slide 21, we are estimating that our capital spending in fiscal 2006 will approximate $60 million, a sharp increase over our estimated spend in fiscal 2005 of $30 — $35 million. Quite simply, much of our recently announced spending on expansion capital projects at Pierce, our new product development facility in Oshkosh and our Oshkosh remanufacturing facility will be incurred in fiscal 2006. We expect our debt levels to remain in the $20 — $25 million range throughout fiscal 2006 and that our cash position will grow from $43.1 million at June 30, 2005 to approximately $150 to $200 million by September 30, 2006. We may use this cash in pursuit of our acquisitions strategy, or for stock repurchases and/or higher dividend payments to contribute to shareholder returns.

Bob will close our prepared remarks.

Bob:

We are in a unique position in that our overall quarterly performance set new records and two of three segments recorded exceptional performance during the quarter. Yet, we have significantly more upside opportunity. Let’s face it. We need to fix our commercial businesses, and it’s been slower going than we originally anticipated. What I can say is that our business unit management teams are very competent; we are providing substantial corporate resources to support the turnaround efforts; and we believe we are diligently headed in the right direction.

14

Everyone in this corporation has worked extremely hard to deliver this quarterly performance and I appreciate their efforts on behalf of our customers and our company. I’m proud to lead a team that focuses equal parts on performance for our customers and our shareholders. It puts me in a very positive frame of mind about fiscal 2005 and 2006.

Operator, please begin the question and answer period.

15