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 1, 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)

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 1, 2006, Oshkosh Truck Corporation (the “Company”) issued a press release (the “Press Release”) announcing its earnings for the third quarter ended June 30, 2006 and its revised outlook for fiscal 2006 and beyond. A copy of such press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

        On August 1, 2006, the Company held a conference call in connection with the Company’s announcement of its earnings for the third quarter ended June 30, 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 August 1, 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 sustain flat operating income in the commercial segment and to raise operating income in its fire and emergency segment in fiscal 2007 despite anticipated lower industry demand resulting from changes to diesel engine emissions standards 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 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 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 ability to close the Iowa Mold Tooling Co., Inc. (“IMT”) acquisition; 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, acquisition investigation, product warranty, insurance, stock options and restricted stock awards, personnel and raw materials; the Company’s ability to negotiate expiring union contracts on a satisfactory basis; 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 other than AK Specialty Vehicles (“AK”) and IMT. 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 three 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 the fourth quarter of fiscal 2006, the Company expects the Geesink Norba Group to have break-even results due to seasonal factors, softness in demand in the United Kingdom and chassis availability issues in France. 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 changes in diesel engine emissions standards effective January 1, 2007, which the Company believes is likely to 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 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, including the acquisition of IMT, which could adversely affect the Company’s future growth. The Company may not be able to integrate or operate profitably its recent acquisition of AK, its proposed acquisition of IMT or businesses the Company acquires in the future. 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 will increase in the future as the Company finances acquisitions with debt, which will 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.

        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.

• 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.

-5-

• 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.

        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. 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.

-6-

        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 August 1, 2006.

(99.2) Script for conference call held August 1, 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: August 1, 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 August 1, 2006

Exhibit
Number

(99.1) Oshkosh Truck Corporation Press Release dated August 1, 2006.

(99.2) Script for conference call held August 1, 2006.

EX-99.1

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 THIRD QUARTER EPS UP 38.5 PERCENT TO $0.72;
RAISES FULL-YEAR FISCAL 2006 EPS ESTIMATE RANGE TO $2.70 - $2.75 AND
ANNOUNCES FISCAL 2007 EPS ESTIMATE RANGE OF $3.05 - $3.15

        OSHKOSH, WIS. (August 1, 2006) - Oshkosh Truck Corporation (NYSE: OSK), a leading manufacturer of specialty trucks and truck bodies, today reported that, for the quarter ended June 30, 2006, earnings per share increased 38.5 percent to $0.72 on sales of $887.9 million and net income of $53.4 million. This compares with earnings per share of $0.52 on sales of $818.9 million and net income of $38.7 million for the prior year's third quarter. These results exceeded Oshkosh's most recent earnings per share estimate range for the third quarter of fiscal 2006 of $0.53 - $0.57 per share. Based upon the results of the third quarter, Oshkosh increased its earnings per share estimate range for the full year ending September 30, 2006 to $2.70 - $2.75 per share.

        Sales increased 8.4 percent in the third quarter of fiscal 2006 as compared to the prior year's third quarter. Operating income increased 31.2 percent to $82.6 million, or 9.3 percent of sales, compared to $63.0 million, or 7.7 percent of sales, in the prior year's third quarter. All segments contributed to the sales and earnings growth during the third quarter with the commercial segment driving approximately two-thirds of the increase in consolidated operating income. Third quarter operating income rose 252.0 percent in the commercial segment compared to the prior year's third quarter.

-Continued-

        Commenting on the results, Robert G. Bohn, chairman, president and chief executive officer, said, "Oshkosh's commercial segment was the driving force in delivering exceptional earnings per share growth this quarter. The team's efforts over the last year to raise prices, increase production capacity and drive lean production processes across the segment led the way to a 500 basis point increase in segment margins in the third quarter compared to prior year levels."

        Bohn continued, "Oshkosh's defense segment contributed another solid quarter, and the fire and emergency segment experienced strong results led by a superior performance in our Pierce Manufacturing fire apparatus business and improved airport product sales. Exceptional results year-to-date, along with solid visibility into the next quarter, provided the basis for us to raise our earnings per share estimate range to $2.70 - $2.75 for fiscal 2006.

        "We're very pleased to have announced during the last 90 days that we have entered into agreements to purchase two additional companies, AK Specialty Vehicles and Iowa Mold Tooling. Both companies will continue our diversification within specialty body markets and move Oshkosh Truck into several new product lines, including broadcasting, mobile medical, specialized cranes and service vehicles. We believe each company also provides near-term growth prospects and an opportunity for sharing technologies throughout the corporation. We expect these acquisitions to contribute annual sales of approximately $245 million and $0.10 per share to fiscal 2007 earnings," stated Bohn.

-Continued-

        Bohn concluded, "We have initiated our earnings per share estimate range for fiscal 2007 at $3.05 - $3.15. This estimate range reflects our confidence in our ability to deliver earnings improvement despite softening market demand for vocational trucks in 2007 as a result of the diesel engine emissions standards changes effective January 1, 2007. It also fully considers the contributions of our latest acquisitions, along with prospects for organic growth. As we move into fiscal 2007, we are actively pursuing more acquisitions, new business development opportunities and operational initiatives to improve on these estimates."

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

        Fire and emergency—Fire and emergency segment sales increased 14.7 percent to $255.3 million for the quarter compared to the third quarter of last year. Operating income was up 28.7 percent to $29.8 million, or 11.7 percent of sales, compared to prior year quarter operating income of $23.1 million, or 10.4 percent of sales. The increase in sales for the fire and emergency segment included $13.6 million in sales that were delayed from the previous quarter due to two separate supplier component issues. Operating income margins for the fire and emergency segment improved due to an improved product mix, including increased airport product sales, and benefits from cost reduction initiatives, especially at Pierce.

        Defense—Defense segment sales increased 3.7 percent to $291.4 million for the quarter compared to the prior year's third quarter. An increase in sales of remanufactured trucks for the U.S. Department of Defense and of new trucks for international customers offset lower parts and service and Medium Tactical Vehicle Replacement ("MTVR") truck sales. The MTVR base contract was concluded during the third quarter of fiscal 2005.

-Continued-

        Operating income in the third quarter was up 6.7 percent to $49.0 million, or 16.8 percent of sales, compared to prior year operating income of $46.0 million, or 16.4 percent of sales. The increase in operating income for the third quarter was primarily due to the increase in sales and was partially offset by higher bid and proposal spending. Operating income margins in the third quarter of fiscal 2005 benefited from a $2.1 million ($0.02 per share) adjustment to MTVR base contract margins, which was recorded under the percentage of completion method of accounting.

        Commercial—Commercial segment sales increased 8.8 percent to $350.6 million in the third quarter compared to the prior year quarter. Operating income increased 252.0 percent to $25.4 million, or 7.2 percent of sales, compared to $7.2 million, or 2.2 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 diesel engine emissions standards changes 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 significant increase in operating income margins in the third quarter of fiscal 2006 resulted from both higher price realization and cost reduction in North America and continued profitable operations at the Company's European refuse business compared to an operating loss of $5.1 million in Europe in the third quarter of fiscal 2005. The prior year's third quarter results included a $4.3 million ($0.04 per share) charge for workforce reductions at the Company's European refuse business. The improvement in Europe resulted from increased sales volume, cost reduction activities and restructuring activities that began in fiscal 2005.

-Continued-

        Corporate and other—Operating expenses and inter-segment profit elimination increased $8.2 million to $21.5 million. The increase in the third quarter was largely due to a $5.9 million increase in acquisition investigation and related costs, an additional $1.1 million related to the expensing of stock options due to the adoption of Statement of Financial Accounting Standards No. 123(R), "Share Based Payment," and $0.8 million related to the Company's new office in China. Interest income net of interest expense for the quarter was $0.3 million as compared to $1.4 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 $193.1 million at June 30, 2006 from $74.6 million at March 31, 2006.

Nine-Month Results

        The Company reported that earnings per share increased 31.3 percent to $2.10 per share for the first nine months of fiscal 2006 on sales of $2.52 billion and net income of $156.3 million compared to $1.60 per share for the first nine months of fiscal 2005 on sales of $2.14 billion and net income of $117.5 million. Results for the first nine months of fiscal 2005 included MTVR base contract life-to-date margin adjustments totaling $24.7 million.

        Operating income increased 29.0 percent to $249.3 million, or 9.9 percent of sales, in the first nine months of fiscal 2006 compared to $193.2 million, or 9.0 percent of sales, in the first nine months of fiscal 2005.

-Continued-

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 August 23, 2006 to shareholders of record as of August 15, 2006.

        The Company will comment on third quarter earnings and expectations for the remainder of fiscal 2006 and for fiscal 2007 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 8:30 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.

        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. 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.

-Continued-

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 business, 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, risks associated with the implementation of an enterprise resource planning system at McNeilus®; the success 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 and fiscal 2007 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 sustain flat operating income in the commercial segment and to raise operating income in its fire and emergency segment in fiscal 2007 despite anticipated lower industry demand resulting from changes to diesel engine emissions standards 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 ability to close the Iowa Mold Tooling acquisition; 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, acquisition investigation, product warranty, insurance, stock options and restricted stock awards, personnel and raw materials; the Company’s ability to negotiate expiring union contracts on a satisfactory basis; 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 other than AK Specialty Vehicles and Iowa Mold Tooling. 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,
	2006			2005			2006			2005
	(In thousands, except per share amounts)
Net sales	$	887,919		$	818,912		$	2,523,035		$	2,136,184
Cost of sales		732,629			695,068			2,069,457			1,776,856
Gross income		155,290			123,844			453,578			359,328
Operating expenses:
Selling, general and administrative		70,841			58,827			198,617			160,332
Amortization of purchased intangibles		1,832			2,046			5,617			5,768
Total operating expenses		72,673			60,873			204,234			166,100
Operating income		82,617			62,971			249,344			193,228
Other income (expense):
Interest expense		(1,293	)		(1,880	)		(4,212	)		(6,370	)
Interest income		1,625			481			4,457			1,499
Miscellaneous, net		(301	)		(224	)		(709	)		(837	)
		31			(1,623	)		(464	)		(5,708	)
Income before provision for income taxes,
equity in earnings of unconsolidated
affiliates and minority interest		82,648			61,348			248,880			187,520
Provision for income taxes		30,058			23,493			94,061			72,195
Income before equity in earnings of
unconsolidated affiliates and
minority interest		52,590			37,855			154,819			115,325
Equity in earnings of unconsolidated
affiliates, net of income taxes		880			977			1,878			2,317
Minority interest, net of income taxes		(56	)		(143	)		(378	)		(189	)
Net income	$	53,414		$	38,689		$	156,319		$	117,453
Earnings per share:
Basic	$	0.73		$	0.53		$	2.14		$	1.63
Diluted	$	0.72		$	0.52		$	2.10		$	1.60
Basic weighted average shares outstanding		73,181			72,019			73,134			70,747
Effect of dilutive securities:
Class A Common Stock		--			566			--			1,263
Stock options and incentive
compensation awards		1,310			1,298			1,229			1,460
Diluted weighted average shares outstanding		74,491			73,883			74,363			73,470

-Continued-

OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2006			September 30, 2005
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	221,703		$	127,507
Receivables, net		287,718			280,247
Inventories, net		543,569			489,997
Deferred income taxes		41,291			36,618
Other current assets		20,433			20,015
Total current assets		1,114,714			954,384
Investments in unconsolidated affiliates		18,569			20,280
Property, plant and equipment		390,588			355,341
Less accumulated depreciation		(177,217	)		(162,315	)
Property, plant and equipment, net		213,371			193,026
Goodwill, net		405,523			399,875
Purchased intangible assets, net		123,439			128,525
Other long-term assets		26,499			22,213
Total assets	$	1,902,115		$	1,718,303
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	223,703		$	226,768
Revolving credit facility and current maturities
of long-term debt		26,501			21,521
Customer advances		300,671			303,090
Floor plan notes payable		30,773			21,332
Payroll-related obligations		52,475			47,460
Income taxes payable		18,438			11,571
Accrued warranty		48,380			39,546
Deferred revenue		23,102			25,457
Other current liabilities		76,419			78,794
Total current liabilities		800,462			775,539
Long-term debt		2,083			2,589
Deferred income taxes		51,030			55,443
Other long-term liabilities		63,592			62,917
Commitments and contingencies
Minority interest		3,671			3,145
Shareholders' equity		981,277			818,670
Total liabilities and shareholders' equity	$	1,902,115		$	1,718,303

-Continued-

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

	Nine Months Ended June 30,
	2006			2005
	(In thousands)
Operating activities:
Net income	$	156,319		$	117,453
Non-cash and other adjustments		24,005			26,446
Changes in operating assets and liabilities		(34,674	)		(42,206	)
Net cash provided by operating activities		145,650			101,693
Investing activities:
Acquisition of businesses, net of cash acquired		--			(31,302	)
Additions to property, plant and equipment		(40,482	)		(21,716	)
Proceeds from sale of assets		365			194
(Increase) decrease in other long-term assets		(996	)		4,986
Net cash used by investing activities		(41,113	)		(47,838	)
Financing activities:
Net borrowings (repayments) under revolving credit facilities		3,750			(52,263	)
Repayment of long-term debt		(471	)		(603	)
Proceeds from exercise of stock options		2,565			24,149
Excess tax benefits from stock-based compensation		2,700			--
Dividends paid		(19,682	)		(11,073	)
Net cash used by financing activities		(11,138	)		(39,790	)
Effect of exchange rate changes on cash		797			(1,084	)
Increase in cash and cash equivalents		94,196			12,981
Cash and cash equivalents at beginning of period		127,507			30,081
Cash and cash equivalents at end of period	$	221,703		$	43,062
Supplementary disclosure:
Depreciation and amortization	$	26,664		$	23,490

-Continued-

OSHKOSH TRUCK CORPORATION
SEGMENT INFORMATION
(Unaudited)

	Three Months Ended June 30,						Nine Months Ended June 30,
	2006			2005			2006			2005
	(In thousands)
Net sales to unaffiliated customers:
Fire and emergency	$	255,314		$	222,670		$	693,050		$	630,051
Defense		291,366			280,985			988,664			706,095
Commercial		350,561			322,346			871,231			819,186
Intersegment eliminations		(9,322	)		(7,089	)		(29,910	)		(19,148	)
Consolidated	$	887,919		$	818,912		$	2,523,035		$	2,136,184
Operating income (expense):
Fire and emergency	$	29,760		$	23,132		$	68,562		$	60,580
Defense(1)		49,013			45,955			187,430			147,037
Commercial		25,388			7,212			49,024			19,295
Corporate and other		(21,544	)		(13,328	)		(55,672	)		(33,684	)
Consolidated	$	82,617		$	62,971		$	249,344		$	193,228
Period-end backlog:
Fire and emergency							$	554,750		$	520,982
Defense								1,054,696			1,163,137
Commercial								418,032			246,010
Consolidated							$	2,027,478		$	1,930,129

⁽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 June 30,					Nine Months Ended June 30,
	2006		2005			2006		2005
	(In thousands, except percentages)
Increase in operating income	$	--	$	2,100		$	--	$	24,700
Increase in margin percentage		--		0.2	%		--		2.5	%
Margin percentage at period-end							--		10.1	%

###

EX-99.2

Third Quarter 2006 Earnings
Conference Call
August 1, 2006

Charlie

Thank you and good morning. Earlier today we published our third quarter results for fiscal 2006. If you do not have a copy of the release, it is available on our website at www.oshkoshtruckcorporation.com. Today’s call is being broadcast live via the Internet at our website and is being accompanied by a slide presentation also available on our website. Later today, an audio replay of this call will be posted to our website. The replay and slide presentation will be available on our website for approximately 12 months. Please now refer to slide 2 of that slide presentation and read it at your convenience.

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 second quarter earnings conference call on May 2, 2006.

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

1

Bob

Oshkosh Third Quarter 2006 Highlights

Thank you, Charlie. Good morning everyone. Thank you for joining us.

I may sound repetitive when I say it, but I’m extremely, extremely pleased with the third quarter. I’m pleased not simply because of the better-than-expected financial results we announced this morning, but also because they reflect our collaborative efforts to turn around the commercial business, bring value to the bottom line via our lean initiative, and continued strength in our end markets.

From my perspective, our commercial segment realized a turning point in its performance and was the deciding factor in this quarter’s record consolidated results, for the first time in a very long time. True, defense delivered the most operating income as it has for a number of quarters. However, the commercial segment showed the most significant improvement in bottom line contribution. The commercial segment improved its operating income by 252% compared to the prior year quarter and raised operating income margins by 200 basis points over the second quarter.

So, let me go into more specifics.

Consolidated operating income grew 31.2% on an 8.4% increase in revenues, indicating that we are gaining ground on operating efficiencies. On a per share basis, earnings surged 38.5% to $0.72 compared to $0.52 in the third quarter of fiscal 2005, and above our previous estimated range of $0.53 to $0.57 per share.

I’d also like to call your attention to the cash generation. Net cash increased to $193.1 million and allowed us to conclude the deal for AK Specialty Vehicles with cash on hand.

Clearly, these are strong results, increasing our confidence in full-year performance as we head into the fourth quarter. As a result, we increased our estimated EPS range for fiscal 2006 from $2.55 — $2.65 to $2.70 — $2.75 and narrowed the range by 5 cents.

2

Looking forward to fiscal 2007, we believe we’re well positioned to deliver earnings improvement despite softening demand expected in two of our three segments. We estimate fiscal 2007 earnings per share in a range of $3.05 to $3.15. Yes, I realize our growth is estimated to be lower than in recent years; however, given the reality of our end markets, I’m quite pleased and comfortable with this range. We’re looking at potentially significant market volume declines in our commercial and fire and emergency segments as a result of the diesel engine emissions standards changes. Vocational truck markets could be down 20% to 40% in calendar 2007, and yet, we’re forecasting consolidated growth over that same period. To sum things up, I’m optimistic about the initiatives we have to enhance results in fiscal 2007. And, it is early. We are actively pursuing more acquisitions, new business development opportunities and operational initiatives to improve on these estimates.

Now, let’s turn to recent developments in our acquisitions strategy on slide 4.

Acquisition of AK Specialty Vehicles

We’re extremely pleased to have AK Specialty Vehicles and its employees join the organization. They are a world leader in mobile medical, homeland security command and communications, and broadcast vehicles. This is our 13^th acquisition in less than ten years and continues our diversification within existing and complementary specialty vehicle markets. AK Specialty Vehicles expands our presence into two new product lines and strengthens our European presence.

Now, let’s look at the financials associated with this deal. AK Specialty has annual sales of approximately $130 million and operating income margins in excess of 10%. We paid $140 million for the business and we estimate that the acquisition will be accretive to earnings by 5 cents per share in fiscal 2007. We also expect to realize significantly higher returns than our cost of capital.

I believe there are opportunities to leverage AK’s current electronics integration capabilities and sales organization to enhance Pierce and Oshkosh product offerings and sales to the homeland security market. I also see potential for realizing supply chain improvements and enhancing operational capacity at AK’s production facilities.

3

AK Specialty Vehicles will be part of the fire and emergency segment, reporting to John Randjelovic, EVP and President of Pierce.

Now, let’s turn to slide 5 to talk about our 14^th acquisition in the last ten years, Iowa Mold Tooling.

Acquisition of Iowa Mold Tooling

We just announced our agreement to acquire Iowa Mold Tooling Co., Inc., or IMT, for $131 million. IMT is a $115 million manufacturer of field service vehicles and articulating cranes for niche markets, also with operating income margins in excess of 10%. We are nothing if not consistent. IMT is in line with our existing acquisition strategy for continued diversification within complementary markets. We expect this transaction to close in the fourth quarter.

IMT’s expertise in building service vehicles that serve as traveling tool chests for service operations and can be configured for specialized services such as tire and oil changes could prove beneficial to our initiative for expanding service to all of our end markets. IMT will also move Oshkosh into the growing and healthy mining sector, as well as expands our product offering with specialty cranes, within the construction sector.

In reviewing IMT’s financial performance and fiscal 2007 estimates, we anticipate that this latest acquisition will be $0.05 accretive to earnings next fiscal year. And, I see growth opportunities in several areas including parts and service, reconditioning of service trucks and technology integration, especially stemming from the crane side.

IMT will report to Mike Wuest, EVP and President of McNeilus Companies, Inc., as part of our commercial segment.

Now, moving on from our recent acquisitions, I’ll review the performance of each segment beginning with Commercial on slide 6.

4

Commercial

The financial performance of our commercial business this quarter is evidence of the exceptional progress they have made on enhancing profitability domestically and in our European operations. In particular, I’m extremely pleased by the significant improvement in operating income margins. In fiscal 2005, the segment’s operating income margin was just 2.2%, far below our 10% target for all businesses. As we moved into this fiscal year, margins recovered to 3.8% in the first quarter and 5.1% in the second. Now, in the third quarter, the commercial business is at 7.2%. This gives us a real boost of confidence in our ability to bring margins to 10% or more in this business.

I’m so pleased with this progress because it is indicative of the true improvements that Mike Wuest and his team have achieved in the underlying dynamics of the commercial business. Under Mike’s leadership, the commercial business has successfully realized the price increases needed to offset material and component costs, achieved record unit production levels at McNeilus, driven lean concepts down to the production line and returned the Geesink Norba Group to profitability, following a loss in those operations last fiscal year.

The incoming order volume in domestic refuse and, in particular, concrete placement products remains high, running well ahead of last year. As we discussed last quarter, we anticipate these levels will continue through at least the first quarter of fiscal 2007, as the engine pre-buy continues among major concrete ready-mix companies and waste haulers. And, this is likely to improve the balance of package to body-only sales over the next six to nine months.

Let me also point your attention to the exceptional performance of our recent acquisitions in this segment. CON-E-CO, our batch plant company, more than doubled its earnings this quarter, while London Machinery also more than doubled its earnings and sales. London has started to impact refuse sales volume in the Canadian market. In 2007, we anticipate that concrete producers may divert capital investment from mixer trucks to concrete batch plants, positively impacting our outlook for CON-E-CO.

5

Overall, I’ve been most encouraged by the contributions of our recent acquisitions.

At McNeilus, the team completed phase two of the ERP installation with no negative impact on production. The third and final phase of installation will be finalized in the first quarter of fiscal 2007, when we convert our parts and service business to the new system as well.

I believe that today, the commercial business is on solid ground, ready to manage through the vocational truck market downturn that we anticipate in 2007.

Now let me talk you through the details of our Defense business on slide 7.

Defense

Before I talk to you about the Logistics Vehicle System Replacement, or LVSR, contract which was the major new business development in Defense this quarter, I’ll walk you through overall performance in the segment. During the quarter, new and remanufactured truck shipments provided steady growth.

Parts and service remained a significant portion of the profitability picture, but sales in this area were impacted by the delay in approval of the June 2006 federal Supplemental spending bill. Parts and service requirements remain high due to the ongoing Middle East conflict, and we expect funding for these requirements to improve in fiscal 2007 from third quarter levels.

Availability of truck carcass supply for remanufacturing continues to be a concern, but we already have most of the carcasses needed to meet our first quarter of fiscal 2007 requirements and we are projecting our truck remanufacturing business to increase in fiscal 2007 over fiscal 2006 levels. We are taking a more proactive approach to identification of carcasses and assisting the U.S. Department of Defense (“DoD”) in transferring such carcasses to us. The need is there. The funding has been appropriated. This is now a logistics issue that we are working on.

6

Military demand remains strong, with visibility into 2007 and even 2008, now that the Supplemental has been signed. As we all know, troop levels have yet to abate, and we believe the new turmoil in the Middle East raises further questions about the chances for any early withdrawal from the region. Despite a lack of visibility for the longer-term, we believe the results of this conflict will be the need to replace significant numbers of tactical vehicles, providing longer-term opportunities for our defense business.

The most significant milestone in new business development for the defense business was the Marine Corps awarding us the production contract for LVSRs in late May. This program is estimated at just north of $740 million for 1,592 trucks. The majority of trucks will be cargo trucks that can haul 33,000 pounds off-road, along with some wreckers and fifth-wheel variants. All have factory-installed armor and feature quite a bit of commonality with the MTVR to help reduce logistics requirements and life cycle costs for the Marine Corps fleet.

The first units are scheduled to be delivered next May, with only a small number of trucks to be delivered through September 2007, so the contract will have only minimal impact on fiscal 2007, and that is already calculated in our estimates. The program is scheduled to run through fiscal 2012.

Looking past domestic market potential, we are pursuing several major international defense opportunities. The closest target is in Australia. This five-year program covers about 3,000 medium tactical trucks, with production to begin in fiscal 2008. In July, we jointly submitted a bid with our partner, ADI, but expect it could take a year or longer for the Australian Defence Forces to reach a decision. There are a significant number of competitors, and this was factored into our bid preparation.

Before I move on to discuss our fire and emergency business, I want to say that we’re happy to be in the defense business. Oshkosh does an exceptional job of providing tough, high-performance trucks and service that our troops need to do their job. We also push the envelope of technology development to help make their jobs easier and safer. In return, this has been and continues to be a good business for the company.

7

Now, turn with me to slide 8.

Fire and Emergency

The numbers tell a good story for our fire and emergency business. The exceptional earnings growth was driven by Pierce and higher-margin airport product sales. It was also impacted by the resolution of two supplier component issues that prevented revenue recognition in the second quarter of segment sales of $13.6 million and segment operating income of $2.0 million. So, the small dip in earnings that we experienced during the second quarter was indeed fleeting, and we saw a resurgence of both operating income and revenue during the third quarter.

We are beginning to realize production efficiencies related to the facility expansion at Pierce that was completed during the second quarter. Given the six to nine month production cycle for fire apparatus, we expect to actually realize these benefits in earnings beginning next quarter and in the first quarter of fiscal 2007.

A price increase for Pierce fire trucks in the quarter was a contributing factor in stronger-than-anticipated fire truck order volume this quarter. And, finally, new products launched earlier in the year hold promise for fiscal 2007, particularly the expansion of Pierce’s aluminum aerial product line with a 100-foot version.

Since we’re on the topic of new products, watch for big news in our fire and emergency business yet in fiscal 2006. Pierce plans to unveil a ground-breaking, new product at the Fire Rescue International show in Dallas in mid-September that it developed based on significant market research. Suffice it to say that fire fighters will get what they asked for, and much more. I am excited about the potential for this new product and view fiscal 2006 as one of Pierce’s best years ever for new product launches. It’s going to be great.

Now, let me turn the call over to Charlie, beginning with slide 9.

8

Charlie:

Let’s begin our financial review by looking at our consolidated results for the third quarter.

Consolidated Results

Earnings per share rose 38.5% to $0.72, exceeding our previous estimate for the quarter of $0.53 to $0.57 per share. Our commercial segment largely drove the sharply improved results in the third quarter, while the fire and emergency segment also reported strong results. Consolidated sales rose 8.4% to $887.9 million in the third quarter compared to last year, with consolidated operating income up 31.2% to $82.6 million compared to last year.

How did we exceed the top end of our previous EPS estimate range by $0.15 per share for the third quarter? Quite simply, after underperforming in our commercial segment for several quarters, we finally got it right. Pricing was up in U.S. markets and we drove costs down worldwide. Third quarter earnings also benefited from much lower medical, workers compensation, product liability and income tax expense than expected. These benefits were offset in part by higher acquisition investigation and related costs than expected.

Now, last year’s third quarter results benefited from a cumulative life-to-date adjustment of $2.1 million in our defense business to increase margins on our MTVR base contract. That adjustment contributed $0.02 to earnings per share in the third quarter of fiscal 2005.

Corporate operating expenses rose a significant $8.2 million in the third quarter compared to the prior year. The higher corporate costs included a $5.9 million increase in acquisition investigation and related costs, $1.1 million related to the expensing of stock options and $0.8 million related to the opening of the Company’s operations in China.

During the third quarter, the Company reduced its fiscal 2006 annual estimated effective tax rate to 37.8% to reflect higher estimated income tax credits.

9

Lastly, our cash position increased to $221.7 million at June 30, 2006 from $98.8 million at March 31, 2006.

Let’s drive down into segment performance, beginning on slide 10.

Fire and Emergency

Fire and emergency sales rose 14.7% to $255.3 million in the third quarter while operating income increased at a higher 28.7% rate to $29.8 million, or 11.7% of sales, in the third quarter. Last quarter we reported that potential sales of $13.6 million were delayed due to two separate supplier component issues. These sales were realized in the third quarter and contributed operating income of $2.0 million during the current quarter. Operating income margins improved 130 basis points during the quarter due to an improved product mix, including increased airport product sales as anticipated last quarter, and the benefits from cost reduction initiatives.

Early in the third quarter, we announced a price increase that led to strong orders at our Pierce fire apparatus business in advance of the effective date of the price increase. Segment backlog rose 6.5% in the third quarter compared to prior year quarter levels as lower backlog at our Italian fire apparatus business offset in part the strength in backlog at other businesses in the segment.

Defense

Turning to the defense segment next, please turn to slide 11.

Defense sales rose 3.7% to $291.4 million in the third quarter. Higher sales of remanufactured trucks for the DoD and of new trucks for international customers offset lower parts and service and Medium Tactical Vehicle Replacement (“MTVR”) truck sales. Parts and service sales during the third quarter were impacted by a delay in the passage of the June 2006 federal Supplemental spending bill, which led the U.S. Army to sharply curtail procurement of parts and services. The MTVR base contract was concluded during the third quarter of fiscal 2005.

10

Operating income in the third quarter was up 6.7% to $49.0 million, or 16.8% of sales, compared to prior year operating income of $46.0 million, or 16.4% of sales. The increase in operating income for the third quarter was primarily due to the increase in sales and was partially offset by higher bid and proposal spending related to the Land 121 program in Australia. Operating income margins in the third quarter of fiscal 2005 benefited from a $2.1 million ($0.02 per share) adjustment to MTVR base contract margins.

At June 30, 2006, our defense backlog was down 9.3% from prior year quarter levels. As of June 30, 2006, none of the funding for Oshkosh in the federal Supplemental bill was under contract. And, we are nearing completion of a three-year, $250 million contract for the United Kingdom Wheeled Tanker.

Commercial

Please move to slide 12. Commercial sales were up 8.8% to $350.6 million in the third quarter and operating income was up 252.0% to $25.4 million. Operating income margins rose to 7.2% in the third quarter of fiscal 2006 compared to 2.2% in the prior year’s third quarter.

The Geesink Norba Group, our European refuse business, continued the turnaround of its operating results, reporting operating income in the third quarter of fiscal 2006 on higher sales volume and lower manufacturing costs. This business had a $5.1 million operating loss in last year’s third quarter, largely due to a $4.3 million workforce reduction charge. We expect this business to have break-even results in the fourth quarter of fiscal 2006 due to seasonal factors, softness in demand in the United Kingdom and chassis availability issues in France.

At our McNeilus concrete placement and domestic refuse business, sales rose due to strong demand in advance of diesel engine emissions standards changes effective January 1, 2007, offset in part by a lower mix of package sales involving both a truck chassis and truck body. Operating income margins rose sharply at McNeilus during the third quarter of fiscal 2006 due to both higher price realization and cost reduction. You’ve heard me mention successful cost reduction on multiple occasions today.

11

Our chartered cost reduction teams are making progress, and we expect more from those teams in fiscal 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 third 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 June 30, 2006, rear-discharge unit backlog was up 167.8% compared to prior year quarter levels, while our front-discharge unit backlog was up 235.5%. Our domestic refuse unit backlog was down 1.1% at June 30, 2006 compared to prior year quarter levels, while Geesink Norba Group unit backlog was down 11.5% compared to prior year quarter levels. Overall, commercial segment backlog was up 69.9% in dollars at June 30, 2006 compared to prior year third quarter levels. Concrete placement backlogs were up due to the pre-buy. Domestic refuse backlog was down due mostly to a tough comparator in the prior year. At the Geesink Norba Group, the lower backlog reflects lower orders in the third quarter of fiscal 2006 for Geesink-branded rear loaders.

Fiscal 2006 Estimates

Today, we also updated estimates for fiscal 2006, assuming no acquisitions other than AK Specialty Vehicles and Iowa Mold Tooling. Please turn to slide 13.

We anticipate our consolidated sales to approximate $3.4 to $3.45 billion in fiscal 2006, up approximately 14.9% to 16.6%, respectively, over fiscal 2005 sales. These estimates are higher than our previous estimate range of $3.3 to $3.4 billion due to higher sales expectations in the fire and emergency and commercial segments, announced acquisitions and continuing order strength in the commercial segment.

12

Turning to slide 14, we expect our consolidated operating income to approximate $321.0 to $327.0 million in fiscal 2006, or up approximately 20% to 22%, respectively, compared to fiscal 2005. That range is up from our previous estimated range of $307.0 to $320.0 million largely due to higher than expected performance in the third quarter. 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, except that we now anticipate that our commercial segment margins will improve as indicated. We gained traction in our commercial segment margin recovery quest and have now reflected that in our estimates.

Slide 15 provides additional estimates of interest expense, taxes and other areas. We have made adjustments to several of these items, reflecting our performance in the third quarter.

On slide 16, we provide our earnings per share estimates for fiscal 2006. Today, we increased our earnings per share estimate range to $2.70 to $2.75 per share for fiscal 2006, or up approximately 24% to 26% compared to fiscal 2005. That’s up from our previous estimate range of $2.55 to $2.65 per share. Included within our revised 2006 estimates is higher than previously forecasted discretionary new product development spending for the fourth quarter of fiscal 2006. We anticipate that as a result of the increased costs, results for the year will be very close to the revised earnings per share estimates.

On slide 17, we re-affirmed our estimate of capital spending in fiscal 2006 of 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, our new product development facility in Oshkosh, and partial spending on a new data center. We now expect to be in a modest net debt position of $85 — $90 million at September 30, 2006, following the closing of AK Specialty Vehicles in late July and the expected closing of Iowa Mold Tooling in August.

Fiscal 2007 Estimates

Today, we also initiated estimates for fiscal 2007, assuming no further acquisitions beyond AK Specialty Vehicles and Iowa Mold Tooling. Please turn to slide 18.

13

We anticipate our consolidated sales to approximate $3.65 to $3.75 billion in fiscal 2007. We anticipate our fire and emergency segment sales growth rate, including $115 million of additional sales from AK Specialty Vehicles, to rise in the mid-teens percentage range in fiscal 2006. That reflects a low single-digit organic growth rate for businesses other than AK Specialty Vehicles in that segment. The low rate reflects expected lower industry demand following the diesel engine emissions standards changes effective January 1, 2007, as well as anticipated price increases and some market share gains. In the defense segment, we are projecting sales to grow $100 to $150 million in fiscal 2007, reflecting higher anticipated MTVR sales funded by recent Supplemental bills, higher estimated truck manufacturing volume and slightly lower parts and service sales. For the commercial segment, we expect sales to decline slightly – perhaps at a low single-digit rate. We expect Iowa Mold Tooling to add $105 million to commercial segment sales in fiscal 2007, which implies that sales for other businesses in the segment would decline just over 10%. We anticipate that demand will decline about 20% to 40% for concrete placement and domestic refuse products in calendar 2007 due to the diesel engine emissions standards changes effective January 1, 2007. Since our fiscal year straddles the effective date of the standards changes, we don’t expect to suffer the full brunt of that decline in our fiscal 2007.

Moving to slide 19, we expect our consolidated operating income to approximate $373.0 to $385.0 million in fiscal 2007, achieving a 10% operating income margin for the first full year ever. These estimates include a 50 basis point estimated improvement in fire and emergency segment margins, reflecting benefits of cost reduction initiatives and the addition of AK Specialty Vehicles. We expect defense operating income margins to be flat in fiscal 2007 compared to fiscal 2006. And, in our commercial segment, we expect operating income margins to rise about 150 basis points in fiscal 2007. For businesses other than Iowa Mold Tooling, we are projecting a 100 basis point improvement in operating income margins in spite of lower estimated sales volumes due to cost reduction activities underway. We essentially are projecting that operating income will be flat in fiscal 2007 for these businesses compared to fiscal 2006 and that the estimated growth in operating income in the segment for fiscal 2007 is virtually all attributable to the acquisition of Iowa Mold Tooling. At Corporate, we expect operating expenses to approximate $80 million in fiscal 2007, reflecting the addition of a data center and investments in people.

14

Slide 20 provides additional estimates of interest expense, taxes and other areas for fiscal 2007. Net interest expense is projected to rise due to the projected acquisition of AK Specialty Vehicles utilizing available cash, limited borrowings for the projected acquisition of Iowa Mold Tooling and seasonal working capital requirements.

On slide 21, we provide our earnings per share estimates for fiscal 2007. We expect earnings per share to approximate $3.05 to $3.15 per share in fiscal 2007. Defense segment sales and operating income in the first quarter of fiscal 2007 could be weak due to the late passage of the June 2006 federal Supplemental spending bill, but we expect defense segment sales and operating income to be up for full fiscal 2007.

We are estimating that our capital spending in fiscal 2007 will approximate $65 million. We had expected capital spending to decline in fiscal 2007, but we have decided to add capacity and make productivity improvement investments in selected areas. We expect our debt levels to fall to about $40 million by September 30, 2007 and that our cash position will grow to approximately $90 to $110 million by September 30, 2007.

Bob will close our prepared remarks.

Bob:

Closing

Thank you, Charlie.

Oshkosh and its management team have developed together, consistently executing on our core growth strategies to deliver, in some cases, exceptional results. We are well on our way to building our tenth consecutive year of improved earnings and revenues. We have covered a lot of ground toward our objective of 10% consolidated operating income margins. And, our commercial segment has reinvented itself to become a driver of earnings this quarter. Within the next two years, I anticipate this segment will once again become a major contributor to this corporation’s growth.

15

I’m excited about the momentum we are building as we move toward fiscal 2007. Yes, we do face a number of challenges, particularly in terms of potentially down end markets because of the engine emissions standards changes. However, I’m comfortable with our ability to drive organic earnings growth nonetheless, which led us to the fiscal 2007 earnings expectations that Charlie just shared with you.

Our appetite for acquisitions remains strong, as does our financial position to feed it. We are interested in finding the right, the right major platform for the continued transformation of our fine company.

Operator, please begin the question and answer period.

16