-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SfhOfP2RZuMBpa/22qRdUDnC/64uBL1wdrl+sb7mTsQeX75TbObwyQpqg8TpKH73 HZrRbiU93Lf8LHTZNe0yDA== 0000897069-06-001191.txt : 20060502 0000897069-06-001191.hdr.sgml : 20060502 20060502084121 ACCESSION NUMBER: 0000897069-06-001191 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060502 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060502 DATE AS OF CHANGE: 20060502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSHKOSH TRUCK CORP CENTRAL INDEX KEY: 0000775158 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 390520270 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31371 FILM NUMBER: 06797270 BUSINESS ADDRESS: STREET 1: 2307 OREGON ST STREET 2: P O BOX 2566 CITY: OSHKOSH STATE: WI ZIP: 54903 BUSINESS PHONE: 4142359151 MAIL ADDRESS: STREET 1: 2307 OREGON ST P O BOX 2566 STREET 2: 2307 OREGON ST P O BOX 2566 CITY: OSHKOSH STATE: WI ZIP: 54903 8-K 1 dbk159.htm CURRENT REPORT

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): May 2, 2006

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 May 2, 2006, Oshkosh Truck Corporation (the “Company”) issued a press release (the “Press Release”) announcing its earnings for the second quarter ended March 31, 2006 and its revised outlook for fiscal 2006. A copy of such press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

        On May 2, 2006, the Company held a conference call in connection with the Company’s announcement of its earnings for the second quarter ended March 31, 2006 and its revised outlook for fiscal 2006 and beyond. 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 May 2, 2006. 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,” “estimate,” “anticipate,” “believe,” “should” or “plan,” 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:

-2-


          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, those relating to the Company’s ability to continue the turnaround of 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 Companies, Inc. (“McNeilus”); the Company’s ability to recover steel and component cost increases with selling price increases to its customers; anticipated commercial segment sales in advance of and following a diesel engine emissions standards change effective January 1, 2007; the Company’s estimates for the level of concrete placement activity, housing starts and mortgage rates; the performance of the U.S. and 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 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 truck remanufacturing 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 funding thereof; the Company’s estimates for capital expenditures of municipalities for fire and emergency and refuse products, of airports for aircraft rescue and snow removal products and of large commercial waste haulers generally and with the Company; federal funding levels for U.S. Department of Homeland Security and spending by governmental entities on homeland security apparatus; the availability of chassis components, including engines 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 expected level of commercial “package” body and purchased chassis sales compared to “body only” sales; the Company’s ability to integrate acquired businesses and achieve expected synergies; the Company’s estimates of the impact of changing fuel prices and credit availability on capital spending of towing operators; anticipated levels of capital expenditures; the Company’s estimates for costs relating to litigation, product warranty, insurance, stock options and restricted stock awards, personnel and raw materials; the Company’s estimates for debt levels, interest rates, working capital needs and effective tax rates; and that the Company does not complete any further acquisitions. 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. Prior to the fourth quarter of fiscal 2005, the Geesink Norba Group operated at a loss for 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 Geesink Norba Group operated at a profit in the fourth quarter of fiscal 2005 and the first and second quarters of fiscal 2006 and 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 that the Geesink Norba Group will continue to operate profitably or that such activities will be successful. In addition, the Company may incur costs to continue to implement any such turnaround beyond its current expectations for such costs. Further, if the Company is unable to continue to turnaround 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.

-3-


          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 is strong in fiscal 2006 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 in fiscal 2006, 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. Furthermore, the Company’s commercial business has seen an increase in orders in fiscal 2006 as customers pre-buy truck chassis in anticipation of a diesel engine emissions standards change effective January 1, 2007, which the Company believes may result in a reduction in sales in 2007. Additionally, 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 or receiving additional orders that the Company anticipates it will receive.

  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 defense products undergo rigorous testing by the customer and are subject to highly technical requirements. Any failure to pass these tests, including Production Reliability and Acceptance testing for the Company’s wheeled tanker contract for the United Kingdom Ministry of Defence, or to comply with these requirements could result in unanticipated retrofit costs, delayed acceptance of trucks or late or no payments under such contracts.

-4-


  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.

  The Company also is currently experiencing difficulties with sourcing sufficient vehicle carcasses to maintain its defense truck remanufacturing business, which creates uncertainty for this area of the Company’s business in the short-term.

          Completion and Financing of Acquisitions. A substantial portion of the Company’s growth in the past nine 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. 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.

          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 have stabilized, the Company could face further steel cost increases in fiscal 2006. Steel and component costs that increase further and/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 is likely to 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 in fiscal 2006 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, some customers have reacted adversely to these price increases, and competitive conditions have limited, and may limit in the future, price increases in some market sectors. Alternatively, adherence to the price increases could affect sales volumes 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.

-5-


          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:

  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, 2005, approximately 15.5% of the Company’s net sales were attributable to products sold outside of the United States, and expanding international sales, including through acquisitions, 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.

-6-


          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.

          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. 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. A recent surge in over-the-road truck sales has created shortages of certain components utilized by the Company, especially certain engines utilized in the Company’s defense business. The shortages have also caused periodic delays or limitations on the receipt of chassis scheduled for mounting of the Company’s truck bodies across both its fire and emergency and commercial segments. In addition, one component supplier of the Company experienced a major product defect following a product re-design and another component supplier of the Company delivered its components late, both of which reduced the Company’s fiscal 2006 second quarter sales. It is possible that some or all of such shortages could intensify during calendar 2006, which may cause the Company to miss forecasted sales and earnings estimates or incur additional costs to manage production when key components are delivered late.

        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.

-7-


Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

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

  (99.1) Oshkosh Truck Corporation Press Release dated May 2, 2006.

  (99.2) Script for conference call held May 2, 2006.


-8-


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: May 2, 2006

By: /s/ Charles L. Szews
       Charles L. Szews
       Executive Vice President and
         Chief Financial Officer


-9-


OSHKOSH TRUCK CORPORATION

Exhibit Index to Current Report on Form 8-K
Dated May 2, 2006

 Exhibit
Number

(99.1) Oshkosh Truck Corporation Press Release dated May 2, 2006.

(99.2) Script for conference call held May 2, 2006.

EX-99.1 2 dbk159a.htm PRESS RELEASE

FOR IMMEDIATE RELEASE

For more information contact: Financial: Charles L. Szews
Executive Vice President and
    Chief Financial Officer
(920) 233-9332
Media:
Kirsten A. Skyba
Vice President, Communications
(920) 233-9621

OSHKOSH TRUCK REPORTS SECOND QUARTER EPS UP 28.8 PERCENT TO
$0.67; REAFFIRMS FISCAL 2006 EPS ESTIMATE RANGE OF $2.55 — $2.65

        OSHKOSH, WIS. (May 2, 2006) — Oshkosh Truck Corporation (NYSE: OSK), a leading manufacturer of specialty trucks and truck bodies, today reported that, for the quarter ended March 31, 2006, earnings per share increased 28.8 percent to $0.67, on sales of $844.8 million and net income of $49.8 million. This compares with earnings per share of $0.52 on sales of $672.4 million and net income of $38.2 million for the prior year’s second quarter. These results exceeded Oshkosh’s most recent earnings per share estimate range for the second quarter of fiscal 2006 of $0.58 — $0.62 per share. Oshkosh also reaffirmed its estimated range of fiscal 2006 earnings per share of $2.55 — $2.65.

        Sales increased 25.6 percent in the second quarter of fiscal 2006 as a result of sales growth in all three of the Company’s segments. Operating income increased 27.3 percent to $79.7 million, or 9.4 percent of sales. Operating income rose sharply in both the defense and commercial segments, with growth rates in the double-digit and triple-digit percentages, respectively. These increases were partially offset by an anticipated decrease in operating income in the fire and emergency segment and higher corporate expenses.

-Continued-


        Robert G. Bohn, chairman, president and chief executive officer, said, “Oshkosh’s defense business generated yet another record quarter, and the commercial business results improved sharply due to strong demand in North America and a return to profitability in Europe. The Company’s fire and emergency business experienced a dip in earnings this quarter due to lower airport product sales, but we expect this business to have a strong second half in fiscal 2006.”

        Bohn commented that, “Oshkosh has seen a larger upswing in pre-buying than expected within its commercial and fire and emergency segments due to the 2007 diesel engine emission standards change. Cost improvement initiatives and product development programs continue to be the primary focus in all businesses, which we expect to enhance our position as we move through the second half of fiscal 2006 and to more than offset the impact of a downward trend in 2007 commercial and fire and emergency demand.”

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

        Fire and emergency — Fire and emergency segment sales increased 3.8 percent to $221.3 million for the quarter compared to the second quarter of last year. Operating income declined 5.9 percent to $17.9 million, or 8.1 percent of sales, compared to prior year quarter operating income of $19.0 million, or 8.9 percent of sales. Sales and operating income for the fire and emergency segment were adversely affected by a decrease in higher-margin airport product sales. As reported last quarter, the Company expects to report strong airport product sales and operating income for fiscal 2006, but expects substantially more of the airport products sales and operating income in the second half of fiscal 2006 than in the first half.

-Continued-


        Two separate supplier component issues arising late in the second quarter precluded revenue recognition during the quarter of 70 fire trucks involving potential sales of $13.6 million and operating income of $2.0 million. The Company expects these issues to be resolved in the third quarter, at which time the Company would recognize such revenue. Facility expansion costs at Pierce also adversely impacted segment results for the second quarter.

        Defense — Defense segment sales increased 59.4 percent to $334.2 million for the quarter compared to the prior year’s second quarter, virtually all due to a near doubling of truck sales, primarily as a result of requirements arising from the conflict in Iraq. An increase in sales of new heavy-payload and remanufactured trucks for the U.S. Department of Defense and of wheeled tankers for the United Kingdom Ministry of Defence significantly offset lower Medium Tactical Vehicle Replacement (“MTVR”) truck sales. The MTVR base contract was concluded during the third quarter of fiscal 2005.

        Operating income in the second quarter was up 33.2 percent to $65.8 million, or 19.7 percent of sales, compared to prior year operating income of $49.4 million, or 23.6 percent of sales. The increase in earnings for the second quarter was primarily due to the increase in sales and was partially offset by higher new product development spending. Operating income margins in the second quarter of fiscal 2005 benefited from a $14.1 million ($0.12 per share) adjustment to MTVR base contract margins, which was recorded under the percentage of completion method of accounting.

-Continued-


        Commercial — Commercial segment sales increased 17.3 percent to $299.5 million in the second quarter compared to the prior year quarter. Operating income increased 137.5 percent to $15.3 million, or 5.1 percent of sales, compared to $6.5 million, or 2.5 percent of sales, in the prior year quarter. The increase in sales for the segment was largely due to strong demand at the Company’s North American businesses in advance of a diesel engine emissions standards change effective January 1, 2007 and higher unit sales at the Company’s European refuse business, offset in part by a lower mix of package sales involving both a truck chassis and truck body. The increase in operating income was largely due to higher-margin truck body-only unit volume increases in North America and continued profitable operations at the Company’s European refuse business in the second quarter of fiscal 2006 compared to an operating loss of $1.5 million in Europe in the second quarter of fiscal 2005. The improvement in Europe resulted from better market conditions, cost reduction activities, and the restructuring of that business in fiscal 2005.

        Corporate and other — Operating expenses and inter-segment profit elimination increased $7.1 million to $19.3 million. The increase in the second quarter was largely due to higher personnel costs, including an additional $1.7 million related to the expensing of stock options due to the adoption of Statement of Financial Accounting Standards No. 123(R), “Share Based Payment,” higher acquisition investigation costs and costs to start up an office in China. Interest income net of interest expense for the quarter was $0.2 million as compared to $1.7 million of net expense for the prior year quarter. Lower interest costs were largely due to the repayment of acquisition-related debt and higher interest income resulting from the investment of higher average cash balances during the quarter.

        Cash and cash equivalents, net of debt, increased during the quarter to $74.6 million at March 31, 2006 from $57.8 million at December 31, 2005.

-Continued-


Six-Month Results

        The Company reported that earnings per share increased 29.9 percent to $1.39 per share for the first six months of fiscal 2006 on sales of $1.64 billion and net income of $102.9 million compared to $1.07 per share for the first six months of fiscal 2005 on sales of $1.32 billion and net income of $78.8 million.

        Operating income increased 28.0 percent to $166.7 million, or 10.2 percent of sales, in the first six months of fiscal 2006 compared to $130.3 million, or 9.9 percent of sales, in the first six months of fiscal 2005.

Dividend Announcement

        Oshkosh Truck Corporation’s Board of Directors declared a quarterly dividend of $0.10 per share of Common Stock. The dividend, unchanged from the immediately preceding quarter, will be payable May 24, 2006 to shareholders of record as of May 16, 2006.

        The Company will comment on second quarter earnings and expectations for the remainder of fiscal 2006 during a live conference call at 9:00 a.m. Eastern Daylight Time this morning. Viewer-controlled slides for the call will be available on the Company’s website beginning at 7:30 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 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®, Pierce®, McNeilus®, JerrDan®, CON-E-CO®, London®, Medtec™, Geesink®, Norba® and BAI® 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 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, 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. When used in this press release, words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “project” or “plan” or the negative thereof or variations thereon or similar terminology 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 the Company’s ability to continue the turnaround of 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 availability of defense truck carcasses for remanufacturing, the challenges of identifying acquisition candidates and integrating acquired businesses, higher steel and component costs and the Company’s ability to avoid such cost increases based on its supply contracts or to recover such cost increases with increases in selling prices of its products, risks associated with the implementation of an enterprise resource planning system at McNeilus; the success of the launch of the Revolution® composite concrete mixer drum, the availability of commercial chassis and certain chassis components including engines, and risks associated with international operations and sales, including foreign currency fluctuations. In addition, the Company’s expectations for fiscal 2006 are based in part on certain assumptions made by the Company, including without limitation those relating to the Company’s ability to continue the turnaround of 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 Company’s ability to recover steel and component cost increases with selling price increases to its customers; anticipated commercial segment sales in advance of and following a diesel engine emissions standards change effective January 1, 2007; the Company’s estimates for the level of concrete placement activity, housing starts and mortgage rates; the performance of the U.S. and 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 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 truck remanufacturing contract, the MTVR follow-on contract and international defense truck contracts; the expected level of U.S. Department of Defense procurement of replacement parts and services and funding thereof; the Company’s estimates for capital expenditures of municipalities for fire and emergency and refuse products, of airports for aircraft rescue and snow removal products and of large commercial waste haulers generally and with the Company; federal funding levels for U.S. Department of Homeland Security and spending by governmental entities on homeland security apparatus; the availability of chassis components including engines 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 expected level of commercial “package” body and purchased chassis sales compared to “body only” sales; the Company’s ability to integrate acquired businesses and achieve expected synergies; the Company’s estimates of the impact of changing fuel prices and credit availability on capital spending of towing operators; anticipated levels of capital expenditures; the Company’s estimates for costs relating to litigation, product warranty, insurance, stock options and restricted stock awards, personnel and raw materials; the Company’s estimates for debt levels, interest rates, working capital needs and effective tax rates; and that the Company does not complete any further 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
March 31,

Six Months Ended
March 31,

2006
2005
2006
2005
(In thousands, except per share amounts)

Net sales
    $ 844,780   $ 672,355   $ 1,635,116   $ 1,317,272  
Cost of sales    695,415    552,462    1,336,828    1,081,788  




Gross income    149,365    119,893    298,288    235,484  

Operating expenses:
  
   Selling, general and administrative    67,750    55,240    127,776    101,505  
   Amortization of purchased intangibles    1,889    2,028    3,785    3,722  




Total operating expenses    69,639    57,268    131,561    105,227  




Operating income    79,726    62,625    166,727    130,257  

Other income (expense):
  
   Interest expense    (1,169 )  (2,239 )  (2,919 )  (4,490 )
   Interest income    1,374    552    2,832    1,018  
   Miscellaneous, net    (197 )  100    (408 )  (613 )




     8    (1,587 )  (495 )  (4,085 )




Income before provision for income taxes,  
   equity in earnings of unconsolidated  
   affiliates and minority interest    79,734    61,038    166,232    126,172  

Provision for income taxes
    30,269    23,570    64,003    48,702  




Income before equity in earnings of  
   unconsolidated affiliates and  
   minority interest    49,465    37,468    102,229    77,470  

Equity in earnings of unconsolidated
  
   affiliates, net of income taxes    420    867    998    1,340  

Minority interest, net of income taxes
    (48 )  (145 )  (322 )  (46 )




Net income   $ 49,837   $ 38,190   $ 102,905   $ 78,764  




Earnings per share:  
   Basic   $ 0.68   $ 0.53   $ 1.41   $ 1.10  
   Diluted   $ 0.67   $ 0.52   $ 1.39   $ 1.07  

Basic weighted average shares outstanding
    73,174    70,616    73,111    70,112  
Effect of dilutive securities:  
  Class A Common Stock    --    1,610    --    1,611  
  Stock options and incentive  
    compensation awards    1,233    1,410    1,172    1,548  




Diluted weighted average shares outstanding    74,407    73,636    74,283    73,271  






-Continued-


OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

March 31,
2006

September 30,
2005

(Unaudited)
(In thousands)
ASSETS            
Current assets:  
   Cash and cash equivalents   $ 98,806   $ 127,507  
   Receivables, net    297,485    280,247  
   Inventories, net    567,994    489,997  
   Deferred income taxes    37,017    36,618  
   Other current assets    18,519    20,015  


         Total current assets    1,019,821    954,384  
Investment in unconsolidated affiliates    17,622    20,280  
Property, plant and equipment    379,717    355,341  
Less accumulated depreciation    (169,909 )  (162,315 )


   Property, plant and equipment, net    209,808    193,026  
Goodwill, net    400,008    399,875  
Purchased intangible assets, net    124,769    128,525  
Other long-term assets    28,073    22,213  


Total assets   $ 1,800,101   $ 1,718,303  



LIABILITIES AND SHAREHOLDERS' EQUITY
  
Current liabilities:  
   Accounts payable   $ 247,328   $ 226,768  
   Revolving credit facility and current maturities  
      of long-term debt    21,924    21,521  
   Customer advances    234,021    303,090  
   Floor plan notes payable    40,939    21,332  
   Payroll-related obligations    47,630    47,460  
   Income taxes payable    6,001    11,571  
   Accrued warranty    43,595    39,546  
   Deferred revenue    35,911    25,457  
   Other current liabilities    77,400    78,794  


         Total current liabilities    754,749    775,539  
Long-term debt    2,308    2,589  
Deferred income taxes    52,748    55,443  
Other long-term liabilities    61,376    62,917  
Commitments and contingencies  
Minority interest    3,479    3,145  
Shareholders' equity    925,441    818,670  


Total liabilities and shareholders' equity   $ 1,800,101   $ 1,718,303  




-Continued-


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

Six Months Ended
March 31,

2006
2005
(In thousands)
Operating activities:            
   Net income   $ 102,905   $ 78,764  
   Non-cash and other adjustments    19,734    21,338  
   Changes in operating assets and liabilities    (113,545 )  (76,319 )


      Net cash provided by operating activities    9,094    23,783  

Investing activities:
  
   Acquisition of businesses, net of cash acquired    --    (29,896 )
   Additions to property, plant and equipment    (30,591 )  (7,549 )
   Proceeds from sale of assets    60    13  
   Decrease in other long-term assets    22    3,587  


      Net cash used by investing activities    (30,509 )  (33,845 )

Financing activities:
  
   Net borrowings (repayments) under revolving credit facility    321    (8,230 )
   Repayment of long-term debt    (243 )  (378 )
   Proceeds from exercise of stock options    2,565    18,116  
   Excess tax benefits from stock-based compensation    2,700    --  
   Dividends paid    (12,321 )  (6,255 )


      Net cash (used) provided by financing activities    (6,978 )  3,253  

Effect of exchange rate changes on cash
    (308 )  (94 )


Decrease in cash and cash equivalents    (28,701 )  (6,903 )

Cash and cash equivalents at beginning of period
    127,507    30,081  


Cash and cash equivalents at end of period   $ 98,806   $ 23,178  


Supplementary disclosure:  
   Depreciation and amortization   $ 17,406   $ 15,136  


-Continued-


OSHKOSH TRUCK CORPORATION
SEGMENT INFORMATION
(Unaudited)

Three Months Ended
March 31,

Six Months Ended
March 31,

2006
2005
2006
2005
(In thousands)
Net sales to unaffiliated customers:                    
   Fire and emergency   $ 221,307   $ 213,225   $ 437,736   $ 407,381  
   Defense    334,163    209,636    697,298    425,110  
   Commercial    299,458    255,259    520,670    496,840  
   Intersegment eliminations    (10,148 )  (5,765 )  (20,588 )  (12,059 )




      Consolidated   $ 844,780   $ 672,355   $ 1,635,116   $ 1,317,272  




Operating income (expense):  
   Fire and emergency   $ 17,886   $ 19,003   $ 38,802   $ 37,448  
   Defense(1)    65,789    49,381    138,417    101,082  
   Commercial    15,335    6,458    23,636    12,083  
   Corporate and other    (19,284 )  (12,217 )  (34,128 )  (20,356 )




      Consolidated   $ 79,726   $ 62,625   $ 166,727   $ 130,257  




Period-end backlog:  
   Fire and emergency           $ 569,302   $ 536,363  
   Defense            1,182,224    1,010,511  
   Commercial            430,319    317,172  


      Consolidated           $ 2,181,845   $ 1,864,046  




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

Three Months Ended
March 31,

Six Months Ended
March 31,

2006
2005
2006
2005
(In thousands, except
percentages)
(In thousands, except
percentages)
Increase in operating income     $ --   $ 14,100   $ --   $ 22,600  
Increase in margin percentage    --    1.4 %  --    2.3 %
Margin percentage at period-end            --    9.9 %





###

EX-99.2 3 dbk159b.htm CONFERENCE CALL SCRIPT

Second Quarter 2006 Earnings
Conference Call
May 2, 2006

Charlie

Good morning, and welcome to Oshkosh Truck’s second 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.” We made such estimates during our first quarter earnings conference call on February 2, 2006.

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

Bob

Oshkosh Second Quarter Fiscal 2006 Highlights

Thank you, Charlie. Good morning, everyone.

Standing at the midpoint of fiscal 2006, we are discussing record half-year financial results and yet another strong quarter’s worth of earnings for Oshkosh Truck. For the second quarter, revenues reached $844.8 million. It’s also worth noting that in the past two years, we have more than doubled the operating income generated during the second quarter, driving it from $35.1 million in fiscal 2004 to $79.7 million this year. On a per share basis, earnings surged 28.8% to $0.67 compared to $0.52 in last year’s second quarter, and above our previous estimate range of $0.58 to $0.62 per share.

1


During the quarter, the defense business continued to exhibit strength in both new and remanufactured truck sales. Coupled with a sound improvement in the commercial segment, this offset what we expect to be a temporary dip in the fire and emergency business that was due to a shift in airport product deliveries to the second half of the fiscal year and component issues both at Pierce and BAI that delayed revenue recognition of a number of units into the third quarter.

Now, although second quarter financial results were better than we expected, I feel it is appropriate to reaffirm our annual EPS range of $2.55 to $2.65 because of the daily uncertainty of military vehicle flow for Oshkosh’s remanufacturing activities, among other items. Charlie and I will go into more detail on that later in the call. Please turn to slide 4.

Stewart & Stevenson Services, Inc. Auction

On March 30, 2006, Oshkosh issued a press release acknowledging that it participated in the auction to acquire Stewart & Stevenson Services, Inc. (“Stewart & Stevenson”). The purpose of the press release was to correct and clarify information in a Stewart & Stevenson preliminary proxy statement.

There is shareholder litigation pending in the United States District Court of the Southern District of Texas, seeking to enjoin the proposed merger with Armor Holdings, Inc. We have been monitoring that litigation, and we understand that Stewart & Stevenson has appointed a Special Litigation Committee to investigate the claims made in that action. Oshkosh will cooperate in the investigation if asked to do so by the Special Litigation Committee. Oshkosh cannot respond to questions on this call with respect to the auction or closely-related matters.

Now I’ll begin a review of the performance of each segment on slide 5.

2


Commercial

In commercial, we have been discussing shortfalls in profitability for quite some time, but during this quarter we saw a significant improvement. Operating income margins increased 130 basis points over first quarter performance to 5.1%. Granted, margins aren’t where we want them, but the upswing was encouraging and indicative of cost reduction initiatives in our European refuse business and better price realization in our domestic concrete and refuse businesses. The Geesink Norba Group has continued its component outsourcing activities to Eastern Europe.

Domestically, McNeilus achieved record production levels during the past two months of the second quarter as it began to work its way through large backlogs in concrete and refuse. Backlog levels surged due to a particularly strong pre-buy before the 2007 diesel engine emissions standards take effect, and we anticipate that incoming order volume and unit shipments will remain high through at least the first quarter of fiscal 2007. As we’ve discussed previously, we believe that this pre-buy means that Oshkosh will face a down market in fiscal 2007, although we believe the downturn will be short-lived as customers commence a potentially larger pre-buy in 2008 and 2009 in advance of a more stringent emissions standard taking effect in 2010. As a result, we have intensified our cost reduction initiatives to prepare for what we expect to be a one-year downturn.

I’m really pleased with how the McNeilus team, under Mike Wuest, has pushed the pace of production so that we can meet customer delivery expectations, while still maintaining quality levels and implementing an ERP system. This has been no small challenge.

Let me also comment further on the ERP system. Implementation continues to proceed at a measured pace and is largely on schedule, with some minor adjustments to accommodate the strong pre-buy. At this point, we don’t anticipate any impact on the production schedule due to the implementation.

3


Before we leave our commercial business, I wanted to mention that the most notable second quarter product launch was a Revolution® drum for front-discharge concrete mixers. Revolution drums are now available to the full spectrum of ready-mixer producers in North America, as front-discharge mixers account for just over 20% of the North American market.

Defense

Turning to our defense business on slide 6, we saw exceptional financial results during the second quarter as the growth trend of the past three years continued. Both remanufacturing and new truck sales were major factors. With troops projected to stay in Iraq through at least 2008, the potential for our defense business remains generally sound, but we are struggling with sourcing sufficient vehicle carcasses for our remanufacturing business, creating some uncertainty for this portion of our business in the short term. Clearly, this is a major priority for us during the next year.

Many of you may be curious as to developments on the Marine Corps’ LVSR competition. As you may recall, this program calls for the purchase of up to 1,900 cargo, wrecker and fifth-wheel variants over a five-year period. We are currently in final proposal discussions with the Marine Corps and as a result, we believe it is simply a matter of time before the Marine Corps receives the appropriate approvals and makes a production contract award. At this point, we believe contract award is scheduled for late May or early June.

In the international defense market, we are preparing a bid for the Australian Defence Forces “Land 121" requirement for just over 3,000 medium- and heavy-payload trucks. We have teamed with international defense contractor Thales’ subsidiary, ADI. ADI is the largest defense contractor in Australia and the designer of the Bushmaster armored personnel carrier that Oshkosh is marketing in North America. This would be a five-year contract with production beginning in fiscal 2008, and the competition is intense.

Please move to slide 7.

4


Fire & Emergency

Our fire and emergency business saw what we expect to be a small, temporary dip in earnings during the second quarter. As we had anticipated, higher-margin airport product sales will be heavily weighted toward the second half of fiscal 2006. What we couldn’t have anticipated were two unrelated supplier component issues that cropped up late in the quarter, delaying potential segment sales and operating income by $13.6 million and $2.0 million, respectively. In early April, we had already recovered sales affected by one of the component issues and we expect the other to be resolved before the end of the third quarter.

Now, let’s talk a bit about new products again. Pierce has been a model for new product development success over the past decade. I just returned from the annual Fire Department Instructors Conference in Indianapolis, and, once again, Pierce was an absolute stand out. Pierce introduced not only a new 100’ aluminum aerial ladder, but also a new multi-cab commercial Contender for use in extreme climates and a new Special Services Vehicle that is ideally suited for smaller-scale homeland security, law enforcement and government applications. This new design provides Pierce with additional sales opportunities in market segments we have not historically targeted.

I also want to draw your attention to strong performance by our towing subsidiary, JerrDan Corporation. First-quarter product introductions, enhancements to distribution and a recently announced price increase drove carrier and wrecker orders up more than 30 percent in the second quarter and are providing momentum for the year.

Now, let me turn the call over to Charlie, beginning with slide 8.

5


Charlie:

Let’s start by reviewing our consolidated results for the second quarter.

Second Quarter Results

Earnings per share rose 28.8% to $0.67, exceeding our previous estimate for the quarter of $0.58 to $0.62 per share. Consolidated sales rose 25.6% to $844.8 million in the second quarter compared to last year, with consolidated operating income up 27.3% to $79.7 million compared to last year.

Last year’s second quarter results benefited from a cumulative life-to-date adjustment of $14.1 million in our defense business to increase margins on our MTVR base contract. That adjustment contributed $0.12 to earnings per share in the second quarter of fiscal 2005.

Corporate operating expenses rose $7.1 million in the second quarter compared to the prior year, primarily due to higher personnel costs, which were primarily related to stock option expense accounting and restricted stock awards, higher acquisition investigation costs and costs to start-up an office in China.

The Company’s effective tax rate was reduced to 38.5% for the first half of fiscal 2006 due to the impact of a new domestic manufacturing deduction.

Lastly, our cash position increased to $98.8 million from $81.0 million at December 31, 2005. We expect cash generation to improve throughout the remainder of fiscal 2006 as we reduce seasonally high inventory levels.

Let’s drive down into segment performance, beginning on slide 9.

6


Fire and Emergency

Fire and emergency sales rose 3.8% to $221.3 million in the second quarter while operating income declined, as anticipated, 5.9% to $17.9 million, or 8.1% of sales, in the second quarter. Sales of higher-margin airport products were sharply lower in the second quarter. As I stated on February 2, we expect our fiscal 2006 airport products sales to be strong, but much of that strength is expected to occur in the second half of the fiscal year. Two supplier component issues also precluded us from recognizing potential revenue and operating income of $13.6 million and $2.0 million, respectively, during the second quarter. In one matter, a customer-supplied component was delivered over 45 days late, delaying shipment on 45 fire trucks until the second week in April. In the other matter, a defective component was identified late in March that precluded revenue recognition on 25 fire trucks. The defective component issue will delay numerous additional shipments during the third quarter as the supplier modifies its product design, but presently we believe that all shipments will be back on schedule by the end of the third quarter, at which time we would recognize such revenue. Facility expansion costs at Pierce also impacted segment results for the second quarter.

Segment backlog grew 6.1% compared to the prior year quarter.

Defense

Looking at the defense segment next, please turn to slide 10.

Defense sales rose 59.4% to $334.2 million in the second quarter on much higher remanufactured and new truck sales and a small increase in parts and service sales. Operating income rose 33.2% in the second quarter to $65.8 million, or 19.7% of sales. Operating income grew at a lower rate than sales due to a $14.1 million adjustment to MTVR base contract margins in the second quarter of fiscal 2005, as described earlier.

At March 31, 2006, our defense backlog was up 17.0% from prior year quarter levels.

7


Commercial

Turning to the commercial segment, please move to slide 11. Sales were up 17.3% to $299.5 million in the second quarter and operating income was up 137.5% to $15.3 million. Operating income margins rose to 5.1% in the second quarter compared to 3.8% in the first quarter of fiscal 2006 and 2.5% in the prior year’s second quarter.

The Geesink Norba Group, our European refuse business, continued the turnaround of its operating results. Its operating income performance improved from the first quarter of fiscal 2006 to the second quarter of fiscal 2006 on higher sales volume and lower manufacturing costs. This business had a $1.5 million operating loss in last year’s second quarter. We continue to expect Geesink Norba Group operating income to improve sequentially each quarter in fiscal 2006 as we execute on our cost reduction plans.

At McNeilus, a very low mix of package sales involving both a commercial truck chassis and truck body held sales flat in the second quarter on substantially higher body unit volume and improved pricing. Orders were quite strong for concrete mixers and refuse packers as customers appear to have accelerated a pre-buy of truck chassis in anticipation of the diesel engine emissions standards change in 2007.

CON-E-CO, our batch plant manufacturer, and London, our Canadian concrete mixer company, contributed significantly to our strong commercial segment sales and operating income growth in the second quarter. CON-E-CO sales of very large concrete batch plants have been quite brisk and the pre-buy in Canada has also been significant.

Let me close out my review of the commercial segment by reviewing our backlogs in each product line. At March 31, 2006, rear-discharge unit backlog was up 55.9% compared to prior year quarter levels, while our front-discharge unit backlog was up 45.1%. Our domestic refuse unit backlog was up 71.5% at March 31, 2006 compared to prior year quarter levels, while Geesink Norba Group unit backlog was down 9.0% compared to prior year quarter levels. Overall, commercial segment backlog was up 35.7% in dollars at March 31, 2006 compared to prior year second quarter levels. In general, U.S. backlogs were up due to the pre-buy. At the Geesink Norba Group, the lower backlog reflects lower orders in the second quarter of fiscal 2006 for Geesink-branded rear loaders.

8


Fiscal 2006 Outlook

Today, we also updated estimates for fiscal 2006, assuming no acquisitions. Please turn to slide 12.

We anticipate our consolidated sales to approximate $3.3 billion to $3.4 billion in fiscal 2006, up approximately 11.5% to 15%, respectively, over fiscal 2005 sales. These estimates are unchanged from our previous estimates in the aggregate and by segment.

Turning to slide 13, we expect our consolidated operating income to approximate $307.0 to $320.0 million in fiscal 2006, or up approximately 15% to 20%, respectively, compared to fiscal 2005. That range is down about $9 million from previous estimates because we have increased our corporate expense estimate for the year by $9 million to $69 million to reflect higher acquisition investigation, legal and stock-related expenses. The qualitative comments provided on this slide with regard to estimated operating income margins by segment in fiscal 2006 have not changed from our previous estimates.

Slide 14 provides additional estimates of interest expense, taxes and other areas. We have made adjustments to several of these items, which have the effect of offsetting the lower operating income estimates on the prior slide, thus maintaining our previous EPS estimate range for fiscal 2006.

On slide 15, we provide our earnings per share estimates for fiscal 2006. Today, we re-affirmed our previous earnings per share estimate range of $2.55 to $2.65 per share in fiscal 2006, or up approximately 17% to 21.6% compared to fiscal 2005. We see a number of positives for our fiscal 2006 earnings outlook, but there are also a number of challenges that we will face over the remainder of the year that limited our estimates today, such as the availability of defense truck carcasses for remanufacturing, the ongoing implementation of the ERP system at McNeilus, commercial chassis and chassis component shortages and other matters. We believe that earnings per share in the third quarter of fiscal 2006 will range from $0.53 to $0.57 per share compared to $0.52 per share in the third quarter of fiscal 2005. These estimates would reflect 1.9% to 9.6% estimated earnings per share growth in the third quarter.

9


Closing with slide 16, we increased our estimate of capital spending in fiscal 2006 to approximately $64 million, a sharp increase over our spending in fiscal 2005 of $43.2 million. Much of the increase relates to previously announced spending on expansion capital projects at Pierce and our new product development facility in Oshkosh. This new estimate also includes partial spending on a new data center. We expect our debt levels to remain in the $20 — $25 million range throughout fiscal 2006. We continue to believe cash will grow to approximately $200 to $225 million by September 30, 2006. We expect to primarily use this cash in pursuit of our acquisitions strategy, but over time we may use cash for stock repurchases and/or higher dividend payments to contribute to shareholder returns.

Bob will close our prepared remarks.

Bob:

Thanks, Charlie.

This company and this management team have faced a number of major challenges to our growth objectives over the past decade. Yet, steady long-term growth has been a hallmark of our company. In Fortune Magazine’s annual Fortune 1000 list, Oshkosh Truck hit a trifecta of number one rankings within the motor vehicles and parts industry. Oshkosh was ranked number one in EPS growth and total return to shareholders over the past decade, and our total return to shareholders of 31 percent in 2005 was enough to put us into the number one spot for the year as well.

10


Contributing to our long-term growth strategy is the work that we have begun to balance our business platforms from a global geographic perspective. In that regard, our office in Beijing is open for business. Our initial focus in China is the airport and fire and emergency markets, with component and fabrication procurement activities also beginning. Clearly, China is a tremendous market, but we are cautious in identifying profitable business ventures to provide a return on our investment in the near rather than long term.

With half of the fiscal year behind us, we believe we are well prepared to deliver on our fiscal 2006 expectations. Our brands have never been stronger. Our cash flow and innovative, driven culture are strong assets in delivering on our strategies of operational excellence, new product development leadership and strategic acquisitions. All serve to help us leverage opportunities and handle challenges. We’re looking forward to tackling both with equal vigor.

Operator, please begin the question and answer period.

11

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