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 3, 2005	

Oshkosh Truck Corporation
	
(Exact name of registrant as specified in its charter)	

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

P.O. Box 2566, Oshkosh, Wisconsin 54903
	
(Address of principal executive offices, including zip code)	

(920) 235-9151
	
(Registrant's telephone number, including area code)	

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
[_]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
[_]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
[_]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

Item 2.02 .      Results of Operations and Financial Condition .
        On May 3, 2005, Oshkosh Truck Corporation (the “Company”) issued a press release (the “Press Release”) announcing its earnings for the second quarter ended March 31, 2005 and its revised outlook for fiscal 2005. A copy of such press release is furnished as Exhibit 99.1 and is incorporated by reference herein.
        On May 3, 2005, the Company held a conference call in connection with the Company’s announcement of its earnings for the second quarter ended March 31, 2005, its revised outlook for fiscal 2005 and its preliminary fiscal 2006 outlook. 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 3, 2005. The Company has adopted a policy that if the Company makes a determination that it expects the Company’s earnings per share for future periods for which projections are contained in the Press Release, the Script and the Slide Presentation or provided in the conference call and related question and answer session to be lower than those projections, then the Company will publicly disseminate that fact. The Company’s policy also provides that if the Company makes a determination that it expects the Company’s earnings per share for future periods to be at or above the projections contained in the Press Release, the Script and the Slide Presentation or provided in the conference call and related question and answer session, then the Company does not intend to publicly disseminate that fact. Except as set forth above, the Company assumes no obligation, and disclaims any obligation, to update information contained in the Press Release, the Script and the Slide Presentation or provided in the conference call and related question and answer session. Investors should be aware that the Company may not update such information until the Company’s next quarterly conference call, if at all.
        The Press Release, the Script and the Slide Presentation contain, and representatives of the Company made, during the conference call and the related question and answer session, statements that the Company believes to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in the Press Release, the Script and the Slide Presentation or made during the conference call and related question and answer session, including, without limitation, statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimates,” “anticipate,” “believe,” “should” or “plans,” or the negative thereof or variations thereon or similar terminology. The Company cannot provide any assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company’s expectations include, without limitation, the following:
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 	         Accuracy of Assumptions . The expectations reflected in the forward-looking statements, in particular those with respect to projected sales, costs, earnings, capital expenditures, debt levels and cash flows, are based in part on certain assumptions made by the Company, some of which are referred to in, or as part of, the forward-looking statements. Such assumptions include, without limitation, the Company’s ability to turn around the business of the Geesink Norba Group sufficiently to support its current valuation resulting in no non-cash impairment charge for Geesink Norba Group goodwill; the sale of approximately 1,000 Revolution® composite concrete mixer drums in the U.S. in fiscal 2005 at favorable pricing and costs; the Company’s estimates for concrete placement activity, housing starts and mortgage rates; the performance of the U.S. and the European economies generally; the Company’s expectations as to timing of receipt of sales orders and payments and execution and funding of defense contracts; the Company’s ability to achieve cost reductions and operating efficiencies, in particular at McNeilus Companies, Inc. and the Geesink Norba Group; the anticipated level of production and margins associated with the base Medium Tactical Vehicle Replacement (“MTVR”) contract and MTVR-related contracts, international defense truck contracts, the Family of Heavy Tactical Vehicles contract and the Indefinite Demand/Indefinite Quantity contract; the expected level of U.S. Department of Defense procurement of replacement parts and services and remanufacturing of trucks and funding thereof; the Company’s targets for Geesink Norba Group sales and operating income or losses; the Company’s estimates for capital expenditures of municipalities for fire and emergency and refuse products, of airports for rescue and snow removal products and of large commercial waste haulers generally and with the Company; federal funding levels for Department of Homeland Security and spending by governmental entities on homeland security apparatus; the level of concrete placement and domestic refuse sales demand in advance of a diesel engine emissions standards change effective January 1, 2007; the Company’s estimates for the impact of steel and component cost increases and its ability to avoid such cost increases based on its supply contracts or recover rising steel and component costs with increases in prices of its products; the availability of chassis components and commercial chassis generally; the Company’s planned spending on product development and bid and proposal activities with respect to defense truck procurement competitions and the outcome of such competitions; the Company’s ability to integrate acquired businesses and achieve expected synergies; the expected level of commercial “package” body and chassis sales compared to “body only” sales; the Company’s estimates of the impact of changing fuel prices and credit availability on capital spending of towing operators; the Company’s ability to sustain market share gains by its fire and emergency and refuse products businesses; anticipated levels of capital expenditures, especially with respect to the rollout of the Revolution® composite concrete mixer drum; the Company’s estimates for costs relating to litigation, product warranty, insurance and other raw materials; and the Company’s estimates for personnel costs, interest rates, working capital needs and effective tax rates. The Company cannot provide any assurance that the assumptions referred to in the forward-looking statements or otherwise are accurate or will prove to have been correct. Any assumptions that are inaccurate or do not prove to be correct could have a material adverse effect on the Company’s ability to achieve the results that the forward-looking statements contemplate.	

 	         Geesink Norba Group Turnaround . The Geesink Norba Group has been operating at a loss for the last four 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 Gesink-branded rear loader. Although the Company has taken steps to turn around the business of the Geesink Norba Group, including reducing work force, installing new executive leadership, implementing lean manufacturing practices and introducing new products, the Company cannot provide any assurance such activities will be successful. In addition, the Company may incur costs to implement any such turnaround beyond its current expectations for such costs. If the Company is unable to turn around the business of the Geesink Norba Group, then the Company may be required to record a non-cash impairment charge for Geesink Norba Group goodwill, and there could be other material adverse effects on the net sales, financial condition, profitability and/or cash flows of the Company.	

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

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

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

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

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

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

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

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

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

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

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

 	         Rising Steel and Component Costs . The Company uses thousands of tons of steel annually and steel cost increases have had a significant impact on production costs for the Company’s trucks and truck bodies. During fiscal 2004 and the first six months of fiscal 2005, costs increased sharply for steel and component parts containing steel. Although steel cost increases started to level off in the second quarter of fiscal 2005, the Company could face further steel cost increases later in fiscal 2005. The ultimate duration and severity of these conditions is not presently estimable, but these conditions are likely to continue throughout fiscal 2005 and perhaps into fiscal 2006. Without limitation, these conditions could impact the Company in the following ways:	

 	•	In the commercial and fire and emergency businesses, the Company announced selling price increases during fiscal 2004 and fiscal 2005 to offset increases in steel and component costs and may further increase prices in fiscal 2005. However, any such new product prices apply only to new orders, and the Company does not anticipate being able to recover all cost increases from customers due to the amount of orders in the Company’s backlog prior to the effective dates of new selling prices for the Company’s products and because competitive conditions have limited, and may limit in the future, price increases in some market sectors. In addition, steel and component costs could continue to rise faster than expected, and the Company’s product price increases may not be realized in full or in part.	

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

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

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

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

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

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

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

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

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

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

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

Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s filings with the Securities and Exchange Commission.
Item 8.01 .      Other Events .
        Prior to May 3, 2005, the Company had two classes of common stock outstanding: Common Stock and Class A Common Stock. Holders of Common Stock were entitled to elect 25% of the Company’s Board of Directors (rounded to the nearest whole number of directors), but were not entitled to vote on any other corporate matters, except as required by law. Holders of Class A Common Stock were entitled to elect the Company’s remaining directors and were entitled to vote on all other matters presented to shareholders for vote. Shares of Common Stock were also entitled to receive 115% of the dividend paid on each share of Class A Common Stock. J. Peter Mosling, Jr. and Stephen P. Mosling, both directors of the Company, respectively beneficially owned 359,438 and 362,676 shares of Class A Common Stock representing approximately 44.7% and 45.1% of the outstanding shares of the Class A Common Stock as of May 2, 2005.
        On May 3, 2005, J. Peter Mosling, Jr. and Stephen P. Mosling converted all of their shares of Class A Common Stock to Common Stock effective on such date. As a result of such conversions and pursuant to the Company’s Restated Articles of Incorporation (“Restated Articles”), all outstanding shares of Class A Common Stock were converted to shares of Common Stock effective on such date, leaving the Company with a single class of outstanding stock, Common Stock. Holders of Common Stock are now entitled to elect all members of the Company’s Board of Directors and are entitled to vote on all other matters presented to shareholders for vote. Immediately following such conversions, there were 36,361,963 outstanding shares of Common Stock, and to the knowledge of the management of the Company, no person or group of persons held a majority or controlling interest in the voting securities of the Company. In compliance with the Restated Articles, the Company will restate the Restated Articles to reflect the elimination of the two-class capital structure.

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Item 9.01 .      Financial Statements and Exhibits .

 	(a)	Not applicable.	

 	(b)	Not applicable.	

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

 	(99.1)	Oshkosh Truck Corporation Press Release dated May 3, 2005.	

 	(99.2)	Script for conference call held May 3, 2005.	

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

	OSHKOSH TRUCK CORPORATION	

 Date:  May 3, 2005	By:   /s/ Charles L. Szews	
	        Charles L. Szews	
	        Executive Vice President and
        Chief Financial Officer	

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OSHKOSH TRUCK CORPORATION
Exhibit Index to Current Report on Form 8-K
Dated May 3, 2005
Exhibit
Number

(99.1)	     Oshkosh Truck Corporation Press Release dated May 3, 2005.	

(99.2)	     Script for conference call held May 3, 2005.	

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FOR IMMEDIATE RELEASE

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

 	Media:	Kirsten Skyba	
		Vice President, Communications	
		(920) 233-9621	
OSHKOSH TRUCK REPORTS SECOND QUARTER EPS UP 67.7%;
INCREASES EPS EXPECTATIONS TO $4.25 FOR FISCAL 2005; INCREASES
DIVIDEND BY 50% AND CHANGES TO SINGLE CLASS OF STOCK
         OSHKOSH, WIS. (May 3, 2005) – Oshkosh Truck Corporation (NYSE: OSK), a leading manufacturer of specialty trucks and truck bodies, today reported that second quarter earnings per share increased 67.7 percent to $1.04 per share, on sales of $672.4 million and net income of $38.2 million for the quarter ended March 31, 2005. This compares with earnings per share of $0.62 per share, on sales of $518.2 million and net income of $22.5 million for last year’s second quarter. These results exceeded Oshkosh’s most recent sales and earnings estimates of $645.0 million and $0.66 per share, respectively, for the second quarter of fiscal 2005. Oshkosh also increased its sales and earnings per share estimates for the full year ending September 30, 2005 to $2.9 billion and $4.25 per share, respectively.
-Continued-

        Sales increased 29.7 percent in the second quarter. Operating income increased 78.5 percent to $62.6 million, or 9.3 percent of sales, compared to $35.1 million, or 6.8 percent of sales, in the prior year’s second quarter.
        Commenting on the results, Robert G. Bohn, chairman, president and chief executive officer, said, “Our financial performance in fiscal 2005, particularly the favorable year-over-year earnings growth, continued to gain momentum. This was a record second quarter for the Corporation, driven largely by exceptional results in our defense business along with strong operational performance and a favorable product mix in our fire and emergency business.
        “Our defense business performed beyond our expectations, providing favorable performance on our Medium Tactical Vehicle Replacement (MTVR) contract and stronger than expected margins on new truck and new service contracts.
        “In our commercial business, the U.S. concrete placement and refuse markets continued to show strength and provided solid revenue growth. Unfortunately, operating income continued to be negatively impacted by lower-priced backlog, but that is now largely behind us, so we believe there is the prospect of margin growth in the domestic market.
        Bohn continued, “As we move through the second half of fiscal 2005, we are focused specifically on capitalizing on the positive market developments in our businesses and on continuing the operational improvements of our McNeilus and European refuse operations. We are encouraged by the progress that we are making across the Corporation. On the basis of our performance in the second quarter and our positive outlook, we have increased our fiscal 2005 earnings per share estimate from $3.85 to $4.25.”
-Continued-

        Factors affecting second quarter results for the Company’s business segments included:
         Fire and emergency —Fire and emergency segment sales increased 57.2 percent, to $213.2 million for the quarter compared to the prior year. Operating income was up 69.5 percent to $19.0 million, or 8.9 percent of sales, compared to prior year operating income of $11.2 million, or 8.3 percent of sales. The JerrDan and BAI acquisitions contributed sales of $42.7 million and operating income of $2.1 million during the quarter. Sales and operating income from other businesses in this segment grew 25.7 percent and 50.9 percent, respectively, for the quarter. The higher sales level for these businesses reflected strong order flow for fire apparatus during fiscal 2004 and substantially higher airport product sales. Operating income margins for the businesses increased due to a substantially improved sales mix of custom pumpers, aerials and airport products.
         Defense —Defense segment sales increased 24.7 percent to $209.6 million for the quarter, largely due to a more than doubling of parts and service sales compared to the prior year’s second quarter as a result of the conflict in Iraq, which was offset by slightly lower truck sales. Operating income in the second quarter was up 114.4 percent, to $49.4 million, or 23.6 percent of sales, compared to prior year operating income of $23.0 million, or 13.7 percent of sales. Earnings for the current quarter increased primarily due to a $14.1 million cumulative life-to-date adjustment to operating income to increase the margins on the Company’s MTVR base contract from 8.5 percent to 9.9 percent. Second quarter earnings also were favorably impacted by the more than doubling of relatively higher-margin parts and service sales.
         Commercial —Commercial segment sales increased 17.2 percent, to $255.3 million, for the quarter on strong order intake in U.S. markets. Operating income decreased 31.6 percent to $6.5 million, or 2.5 percent of sales, compared to $9.4 million, or 4.3 percent of sales, in the prior year quarter. The CON-E-CO and London acquisitions contributed sales of $9.0 million and operating income of $0.5 million during the quarter. Operating income margins were lower principally due to continued operating losses in the Company’s European refuse business and insufficient price increases for concrete placement and domestic refuse products to recover sharply higher domestic steel costs as well as other cost increases in the quarter.
-Continued-

         Corporate and other —Operating expenses and inter-segment profit elimination increased $3.6 million to $12.2 million, due largely to increased personnel costs. Net interest expense for the quarter increased $0.6 million to $1.7 million, compared to the prior year quarter. Higher interest costs were largely due to higher average borrowings as a result of acquisitions.
        Total debt decreased during the quarter to $69.4 million at March 31, 2005 from $104.4 million at December 31, 2004 in spite of the acquisition of London late in the quarter due to strong cash flow from operations, including a substantial increase in customer advances.
Six-Month Results
        The Company reported that earnings per share increased 47.3 percent to $2.15 per share for the first six months of fiscal 2005 on sales of $1,317.3 million and net income of $78.8 million compared to $1.46 per share for the first six months of fiscal 2004 on sales of $1,011.4 million and net income of $52.2 million.
        Operating income increased 59.2 percent to $130.3 million, or 9.9 percent of sales, in the first six months of fiscal 2005 compared to $81.8 million, or 8.1 percent of sales, in the first six months of fiscal 2004.
-Continued-

Change to Single Class of Stock and Dividend Announcements
        The Company also announced that it has transitioned from having two classes of stock to a single class of stock, with the change effective immediately. Before the change, the Company had outstanding both New York Stock Exchange-listed Common Stock with limited voting rights and unlisted Class A stock with greater voting rights. Because holders of a sufficient number of shares of Class A stock have converted their shares into Common Stock, on a share-for-share basis, the remaining Class A shares converted automatically into Common Stock on the same basis, again, effective immediately. With the change to a single class of stock, the Common Stock now carries full voting rights.
        Speaking on behalf of the Company’s Board of Directors and management, Mr. Bohn said: “The stability that our Class A stock provided over the years benefited all shareholders by helping us build the Company that exists today. Now, because of our current strength and confidence in our future, we welcome the change to a single class of stock and believe that having voting rights commensurate with shareholdings will make our stock more attractive to the investing public. At the same time, we intend to continue to implement our strategic plan to generate long-term growth.”
        In addition, the Board of Directors declared a quarterly dividend of $0.1325 per share for the Common Stock. This dividend, up approximately 50.0 percent from the Common Stock rate for the immediately preceding quarter, will be payable May 24, 2005, to shareholders of record as of May 17, 2005. Previous holders of Class A stock will receive this dividend as holders of Common Stock.
        Oshkosh Truck Corporation officials will comment on second quarter earnings and their current outlook for fiscal 2005 during a live conference call at 11:00 a.m. Eastern Daylight Time today. Viewer-controlled slides for the call will be available on the Company’s website beginning at 9:30 a.m. Eastern Daylight Time this morning. The call will be available simultaneously via a webcast over the Internet as a service to investors. It will be listen-only format for on-line listeners. To access the webcast, investors should go to www.oshkoshtruckcorporation.com at least 15 minutes prior to the event and follow instructions for listening to the broadcast. An audio replay of such conference call and related question and answer session will be available for at least twelve months at this website.
-Continued-

        Oshkosh Truck Corporation is a leading designer, manufacturer and marketer of a broad range of specialty commercial, fire and emergency and military trucks and truck bodies under the Oshkosh®, McNeilus®, Pierce®, Medtec™, CON-E-CO®, London®, Geesink and Norba brand names. Oshkosh’s products are valued worldwide by fire and emergency units, defense forces, municipal and airport support services, and concrete placement and refuse businesses where high quality, superior performance, rugged reliability and long-term value are paramount.
Forward-Looking Statements
         This press release contains statements that the Company believes are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding the Company’s future financial position, business strategy, targets, projected sales, costs, earnings, capital spending and debt levels, and plans and objectives of management for future operations, are forward-looking statements. When used in this press release, words such as the Company “expects,” “intends,” “estimates,” “anticipates,” or “believes” and similar expressions are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, without limitation, the Company’s ability to turnaround its Geesink Norba Group and McNeilus businesses, the success of the launch of the Revolution ® composite concrete mixer drum, the cyclical nature of the Company’s commercial and fire and emergency markets, risks related to reductions in government expenditures, the uncertainty of government contracts, the challenges of identifying acquisition candidates and integrating acquired businesses, rapidly rising steel and component costs and the Company’s ability to avoid such cost increases based on its supply contracts or recover such rising costs with increases in selling prices of its products, and risks associated with international operations and sales, including foreign currency fluctuations. In addition, the Company’s expectations for fiscal 2005 are based in part on certain assumptions made by the Company, including, without limitation, those relating to the Company’s ability to turnaround the business of the Geesink Norba Group sufficiently to support its current valuation resulting in no non-cash impairment charge for Geesink Norba Group goodwill; the sale of 1,000 Revolution ® composite concrete mixer drums in the U.S. in fiscal 2005 at favorable pricing and costs; increasing concrete placement activity; the performance of the U.S. and European economies generally; when the Company will receive sales orders and payments; achieving cost reductions; production and margin levels under the MTVR base contract, the Family of Heavy Tactical Vehicles contract, the Indefinite Demand/Indefinite Quantity contract and for international defense trucks; the level of U.S. Department of Defense procurement of replacement parts, services and remanufacturing of trucks; targets for Geesink Norba Group sales and operating losses; capital expenditures of municipalities, airports and large waste haulers; the ability of the Company to recover steel and component cost increases from its customers; the availability of commercial chassis and certain chassis components; spending on bid and proposal activities and new product development; interest and personnel costs; the ability to integrate acquired businesses; and that the Company does not complete any acquisitions other than those recently announced. 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,
	
	2005
	2004
	2005
	2004
	
	(In thousands, except per share amounts)	

Net sales	 	 	$	672,355	 	$	518,213	 	$	1,317,272	 	$	1,011,407	 	
Cost of sales	 	 	 	552,462	 	 	440,450	 	 	1,081,788	 	 	845,222	 	
									
Gross income	 	 	 	119,893	 	 	77,763	 	 	235,484	 	 	166,185	 	

Operating expenses:	 	 		
   Selling, general and administrative	 	 	 	55,240	 	 	41,009	 	 	101,505	 	 	81,040	 	
   Amortization of purchased intangibles	 	 	 	2,028	 	 	1,669	 	 	3,722	 	 	3,332	 	
									
Total operating expenses	 	 	 	57,268	 	 	42,678	 	 	105,227	 	 	84,372	 	

Operating income	 	 	 	62,625	 	 	35,085	 	 	130,257	 	 	81,813	 	

Other income (expense):	 	 		
   Interest expense	 	 	 	(2,239	)	 	(1,401	)	 	(4,490	)	 	(2,549	)	
   Interest income	 	 	 	552	 	 	331	 	 	1,018	 	 	581	 	
   Miscellaneous, net	 	 	 	100	 	 	600	 	 	(613	)	 	560	 	
									
 	 	 	 	(1,587	)	 	(470	)	 	(4,085	)	 	(1,408	)	

Income before provision for income taxes,	 	 		
   equity in earnings of unconsolidated	 	 		
   affiliates and minority interest	 	 	 	61,038	 	 	34,615	 	 	126,172	 	 	80,405	 	

Provision for income taxes	 	 	 	23,570	 	 	12,636	 	 	48,702	 	 	29,348	 	

Income before equity in earnings of	 	 		
   unconsolidated affiliates and	 	 		
   minority interest	 	 	 	37,468	 	 	21,979	 	 	77,470	 	 	51,057	 	

Equity in earnings of unconsolidated	 	 		
   affiliates, net of income taxes	 	 	 	867	 	 	494	 	 	1,340	 	 	1,114	 	

Minority interest, net of income taxes	 	 	 	(145	)	 	--	 	 	(46	)	 	--	 	

Net income	 	 	$	38,190	 	$	22,473	 	$	78,764	 	$	52,171	 	

Earnings per share	 	 		
   Class A Common Stock	 	 	$	0.92	 	$	0.56	 	$	1.91	 	$	1.30	 	
   Common Stock	 	 	$	1.06	 	$	0.64	 	$	2.20	 	$	1.50	 	
Earnings per share assuming dilution	 	 	$	1.04	 	$	0.62	 	$	2.15	 	$	1.46	 	

Weighted average shares outstanding:	 	 		
   Basic earnings per share:	 	 		
     Class A Common Stock	 	 	 	805	 	 	814	 	 	806	 	 	814	 	
     Common Stock	 	 	 	35,308	 	 	34,182	 	 	35,056	 	 	34,083	 	
Effect of dilutive options and incentive	 	 		
  compensation awards	 	 	 	705	 	 	1,035	 	 	774	 	 	954	 	
									
Diluted earnings per share	 	 	 	36,818	 	 	36,031	 	 	36,636	 	 	35,851	 	
									
-Continued-

OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,
2005
	September 30,
2004
	
	(Unaudited)		
	(In thousands)	
ASSETS	 	 	 		 	 		 	
Current assets:	 	 		
   Cash and cash equivalents	 	 	$	23,178	 	$	30,081	 	
   Receivables, net	 	 	 	287,151	 	 	253,914	 	
   Inventories	 	 	 	556,031	 	 	368,067	 	
   Prepaid expenses	 	 	 	21,515	 	 	17,612	 	
   Deferred income taxes	 	 	 	36,025	 	 	41,033	 	
					
      Total current assets	 	 	 	923,900	 	 	710,707	 	
Investment in unconsolidated affiliates	 	 	 	19,893	 	 	21,187	 	
Other long-term assets	 	 	 	34,549	 	 	26,375	 	
Property, plant and equipment	 	 	 	332,769	 	 	316,538	 	
Less accumulated depreciation	 	 	 	(158,010	)	 	(147,962	)	
					
   Net property, plant and equipment	 	 	 	174,759	 	 	168,576	 	
Purchased intangible assets, net	 	 	 	133,174	 	 	140,506	 	
Goodwill	 	 	 	407,404	 	 	385,063	 	
					
Total assets	 	 	$	1,693,679	 	$	1,452,414	 	

LIABILITIES AND SHAREHOLDERS' EQUITY	 	 		
Current liabilities:	 	 		
   Accounts payable	 	 	$	212,370	 	$	200,290	 	
   Customer advances	 	 	 	292,851	 	 	209,656	 	
   Floor plan notes payable	 	 	 	46,946	 	 	25,841	 	
   Payroll-related obligations	 	 	 	43,180	 	 	43,978	 	
   Income taxes	 	 	 	9,767	 	 	17,575	 	
   Accrued warranty	 	 	 	37,046	 	 	35,760	 	
   Other current liabilities	 	 	 	95,683	 	 	73,842	 	
   Revolving credit facility and current maturities	 	 		
      of long-term debt	 	 	 	66,310	 	 	72,739	 	
					
          Total current liabilities	 	 	 	804,153	 	 	679,681	 	
Long-term debt	 	 	 	3,048	 	 	3,209	 	
Deferred income taxes	 	 	 	63,919	 	 	66,543	 	
Other long-term liabilities	 	 	 	69,147	 	 	64,259	 	
Minority interest	 	 	 	2,817	 	 	2,629	 	
Commitments and contingencies	 	 		
Shareholders' equity	 	 	 	750,595	 	 	636,093	 	
					
Total liabilities and shareholders' equity	 	 	$	1,693,679	 	$	1,452,414	 	
					
-Continued-

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

	Six Months Ended
March 31,
	
	2005
	2004
	
	(In thousands)	

Operating activities:	 	 	 		 	 		 	
   Net income	 	 	$	78,764	 	$	52,171	 	
   Non-cash and other adjustments	 	 	 	21,338	 	 	13,630	 	
   Changes in operating assets and liabilities	 	 	 	(76,319	)	 	(61,440	)	
					
      Net cash provided from operating activities	 	 	 	23,783	 	 	4,361	 	

Investing activities:	 	 		
   Acquisition of businesses, net of cash acquired	 	 	 	(29,896	)	 	--	 	
   Additions to property, plant and equipment	 	 	 	(7,549	)	 	(13,446	)	
   Proceeds from sale of assets	 	 	 	13	 	 	104	 	
   Decrease (increase) in other long-term assets	 	 	 	3,587	 	 	(4,195	)	
					
      Net cash used for investing activities	 	 	 	(33,845	)	 	(17,537	)	

Financing activities:	 	 		
   Net borrowings (repayments) under revolving	 	 		
      credit facility	 	 	 	(8,230	)	 	17,500	 	
   Proceeds from exercise of stock options	 	 	 	18,116	 	 	4,471	 	
   Proceeds from issuance of long-term debt	 	 	 	--	 	 	965	 	
   Repayment of long-term debt	 	 	 	(378	)	 	(1,824	)	
   Dividends paid	 	 	 	(6,255	)	 	(4,012	)	
					
      Net cash provided from financing activities	 	 	 	3,253	 	 	17,100	 	

Effect of exchange rate changes on cash	 	 	 	(94	)	 	1,289	 	

Increase (decrease) in cash and cash equivalents	 	 	 	(6,903	)	 	5,213	 	

Cash and cash equivalents at beginning of period	 	 	 	30,081	 	 	19,245	 	

Cash and cash equivalents at end of period	 	 	$	23,178	 	$	24,458	 	

Supplementary disclosure:	 	 		
   Depreciation and amortization	 	 	$	16,559	 	$	13,213	 	
-Continued-

OSHKOSH TRUCK CORPORATION
SEGMENT INFORMATION
(Unaudited)

	Three Months Ended
March 31,
	Six Months Ended
March 31,
	
	2005
	2004
	2005
	2004
	
	(In thousands)	

Net sales to unaffiliated customers:	 	 	 		 	 		 	 		 	 		 	
   Fire and emergency	 	 	$	213,225	 	$	135,639	 	$	407,381	 	$	258,500	 	
   Defense	 	 	 	209,636	 	 	168,137	 	 	425,110	 	 	358,524	 	
   Commercial	 	 	 	255,259	 	 	217,802	 	 	496,840	 	 	400,798	 	
   Intersegment eliminations	 	 	 	(5,765	)	 	(3,365	)	 	(12,059	)	 	(6,415	)	
									
      Consolidated	 	 	$	672,355	 	$	518,213	 	$	1,317,272	 	$	1,011,407	 	

Operating income (expense):	 	 		
   Fire and emergency	 	 	$	19,003	 	$	11,211	 	$	37,448	 	$	22,817	 	
   Defense (1)	 	 	 	49,381	 	 	23,035	 	 	101,082	 	 	60,199	 	
   Commercial	 	 	 	6,458	 	 	9,439	 	 	12,083	 	 	16,626	 	
   Corporate and other	 	 	 	(12,217	)	 	(8,600	)	 	(20,356	)	 	(17,829	)	
									
      Consolidated	 	 	$	62,625	 	$	35,085	 	$	130,257	 	$	81,813	 	

Period-end backlog:	 	 		
   Fire and emergency	 	 	 		 	 		 	$	536,363	 	$	358,245	 	
   Defense	 	 	 		 	 		 	 	1,010,511	 	 	1,012,552	 	
   Commercial	 	 	 		 	 		 	 	317,172	 	 	238,870	 	
									
      Consolidated	 	 	 		 	 		 	$	1,864,046	 	$	1,609,667	 	

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

	Three Months Ended
March 31,
	Six Months Ended
March 31,
	
	2005
	2004
	2005
	2004
	
	(In thousands, except percentages)	
Increase in operating income	 	 	$	14,100	 	$	--	 	$	22,600	 	$	6,500	 	
Increase in margin percentage	 	 	 	1.4	%	 	0.0	%	 	2.3	%	 	0.8	%	
Margin percentage at period-end	 	 	 		 	 		 	 	9.9	%	 	6.3	%	
###
  
Second Quarter 2005 Earnings
Conference Call
May 3, 2005
10:00 a.m. CDT
Charlie
Welcome, and thank you for joining us today for our second quarter earnings conference call.
Our comments today will refer to viewer-prompted, numbered slides available on our website at www.oshkoshtruckcorporation.com . A replay of this call will be available for one year at our website.
Also, please note that today we will occasionally refer to estimates from our January 25, 2005 earnings conference call as our “previous estimates.”
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 slide 2 and 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.
Bob’s portion of the call will begin with Slide 3. Bob, please lead off.
1

Bob
Oshkosh Second Quarter 2005 Highlights
Good morning. I appreciate everyone’s interest in our second quarter results. Today I’d like to discuss highlights of our performance, our ongoing initiatives to further enhance performance and then walk through developments in each of our businesses.
This was yet another record setting quarter, so the fiscal year, which began with exceptional first quarter performance, continues in a positive direction. In the second quarter:

 	•	Revenues reached $672.4 million, up 29.7%	

 	•	Operating income was $62.6 million, up 78.5%	

 	•	And EPS reached $1.04, up 67.7% and well above our previous estimate of $0.66 per share for the quarter	

I’m particularly pleased with the significant year-over-year improvement in EPS performance. We had solid execution of our operating strategies and an outstanding effort to service our customers throughout the Corporation. Clearly, our defense business again played a pivotal role in this quarter’s results, but the fire and emergency business also provided significant growth in operating income and sales. We believe our commercial business is headed in the right direction, despite losses in our European refuse operations.
The importance of developments during the second quarter extends beyond the financial results. We moved to a single class of stock, giving all our shareholders voting rights commensurate with their shareholdings. We believe this action will make our stock more attractive to investors. We increased our dividend by 50%. And, we invested in long-term performance with the acquisition of London Machinery Inc., a leading Canadian concrete mixer manufacturer.
On the basis of our performance in the second quarter and our positive outlook for the remainder of fiscal 2005, we increased our fiscal 2005 EPS estimate from $3.85 to $4.25. This is an estimated increase in EPS of 35.8% for the year.
Please move to slide 4.
2

Key Initiatives in Second Quarter Fiscal 2005
Our primary initiatives remained consistent from the first to the second quarter. We continue to take aggressive action on each, and the results are beginning to show.
For example, we have made progress in our effort to overcome the negative impact to profitability from steel cost increases. Granted, it still hurt our second quarter margins, but McNeilus has almost worked its way through their lower-priced backlog. And, Pierce still needs to implement another 2.4% price increase, which is scheduled for June 1. The good news is that although the steel market remains dynamic, we saw costs start to level off during the second quarter.
Work continues at a rapid pace on our commercial business turnaround program. At McNeilus, our new vice president of operations, Luis Alvarez, came on board at the beginning of February, and he’s already making an impact. His team has continued the “lean” initiative and is making progress in the paint and body mounting operations. In addition, we believe Revolution® mixer drum sales were revitalized at ConAgg / ConExpo in March, and we’re on track to achieve our sales target for fiscal 2005.
Our European refuse operation still needs significant improvement, but we’ve made substantial progress overall. The incoming order rate was up about 58 percent in the second quarter compared to the prior year, giving every indication that the European market is starting to strengthen. We earned a five-year service contract with Sita UK, a major customer, and resolved many of the issues associated with our Geesink-branded GPM III product. The “lean” team will remain in The Netherlands for a few more months to oversee implementation of the cost reduction opportunities they identified. Today, we are even more confident that our European refuse operation can turn a profit in fiscal 2006.
Now, let’s turn to slide 5 to discuss our Commercial Business in more detail.
3

The turnaround plan had a positive impact on second quarter performance in our commercial business, but there is still a lot to do and we continue to make it a priority. Although commercial sales were up, operating income declined yet again. Losses at our European refuse operation were the driving factor behind that decline in profitability; however, losses were narrowed from the first to the second quarter and we believe the business is headed in the right direction. At McNeilus, we began to see some price improvement during the quarter, but we had more lower-priced orders in backlog that shipped in the second quarter than previously estimated and we had some unexpected costs that Charlie will explain.
We believe the outlook for the U.S. concrete placement and refuse markets is promising for the remainder of fiscal 2005 and 2006. In fact, we’ve increased our sales estimates for fiscal 2005 to year-over-year growth of 18.8% for concrete placement and 21.3% for refuse.
We had an outstanding ConAgg / ConExpo show in March. Attendance hit an all-time high and we were able to present our McNeilus®, Oshkosh®, CON-E-CO® and London® products to thousands during the five-day event. Just prior to the show, we announced that our durability testing on the Revolution indicates it can last 67% longer than a typical steel drum. We had 21 Revolution mixer drums on the show floor and sold every single one the first day of the show.
Let’s turn to slide 6 to take a look at our latest acquisition.
London Machinery Inc.
In March, we completed the purchase of London Machinery Inc. They’re a leading manufacturer of concrete mixers in Canada. We believe they will help improve service to our Canadian customers. They have an excellent, knowledgeable, and well-respected management team and we’re pleased to welcome them to our organization. We believe they are a great fit with our McNeilus operations and offer us an opportunity to expand refuse body sales in the Canadian market. During fiscal 2005, we expect London to be marginally accretive to EPS.
Now, let’s move on to our Defense Business on Slide 7.
4

As you have seen, our U.S. defense business was the standout again this quarter, particularly in regard to operating income increases. The U.S. military’s requirements for armoring, recapitalization and logistics support continued to surge as the conflict in Iraq continued. During the second quarter, that translated to parts and service sales that were more than double those of a year ago, and it pushed our armor installation activities to a new level. We are currently armoring about 20 vehicles per day in the Middle East. During February and March, we had more than 480 people in theater. On April 10, we received a delivery order for up to $37.4 million to install armor kits on MTVRs for the Marine Corps. We’ll be carrying out that work over the next year at a camp near Fallujah. There are other opportunities in theater that we are currently pursuing to help build business in fiscal 2006.
The long-term outlook for recapitalization of the U.S. fleet appears promising as well, covering overhaul of not only HEMTT, but also HET, PLS and MTVR trucks. In fact, we previously announced our plan to purchase a 300,000-square-foot manufacturing facility in Oshkosh to accommodate our expanded recap operations. We’re ready to upgrade the facility as soon as the deal is done, hopefully this month, and transfer tear down operations there this summer. By the beginning of fiscal 2006, we expect to be delivering at an expanded rate from that facility.
Our on-going commitment to new product development leadership was evident during the second quarter as well. We announced a much-needed $5 million expansion of our New Product Development facility. This will support our defense engineering programs for future growth, including ongoing development of the next-generation HEMTT A3. We unveiled the HEMTT A3 in February at the Association of the United States Army’s winter conference. This truck is truly remarkable. It features many advanced technologies such as ProPulse® hybrid-electric drive, an enhanced load handling system and independent suspension to improve performance and enhance the U.S. Army’s deployability and mobility. Testing is ongoing as we speak.
As you can see from these investments, we are optimistic about Oshkosh’s opportunities in the defense market in fiscal 2005 and fiscal 2006. Our optimism is linked to opportunities for new trucks, recapitalization of trucks damaged in theater and aftermarket parts and service.
Finally, let’s turn to the Fire & Emergency Segment on slide 8.
5

We saw our fire and emergency business deliver record results during the second quarter, specifically in regard to operating income, which jumped 69.5 percent year-over-year. Strong double-digit growth in incoming orders also built backlog and laid the groundwork for a solid start to fiscal 2006.
Our second quarter is characteristic of Pierce’s long-term growth and market share gains within the fire industry. Pierce’s compound annual growth rate in unit shipments over the past three years has been 2.8% compared to our estimate that the industry declined at a 1.1% rate over the same period. The difference in the 10-year compound annual growth rate is even more dramatic with Pierce growing 6.1% and the industry increasing at an estimated 1.1% rate over that period.
In the past 18 months, homeland security apparatus sales have provided fuel for that growth. The fire and emergency markets remain robust and federal funding continues to grow with the President’s 2006 budget including over $41 billion for the Department of Homeland Security. We see funding continue to flow to the federal, state and municipal levels, with more emphasis on risk-based allocation of funding. At this year’s Fire Department Instructors’ Conference, homeland security apparatus took center stage in the Pierce booth where we showcased what we believe is the the broadest homeland security product offering in the industry. And, Pierce again led the industry in new safety features with the introduction of rear-curtain air bags, roll stability control, luminescent rung covers for aerials and a walk-on hosebed cover for the top of apparatus.
Now, I’ll turn it over to Charlie to review our financial results.
6

Charlie
Good morning.
Let’s discuss our consolidated results for the second quarter by turning to slide 9.
Second Quarter Results
Earnings per share rose 67.7% to $1.04 in the second quarter, $0.38 ahead of our previous estimate of $0.66 for the quarter. Consolidated sales were up 29.7% to $672.4 million in the second quarter compared to last year, with consolidated operating income up 78.5% to $62.6 million compared to last year.
A cumulative life-to-date adjustment of $14.1 million to increase margins on our Medium Tactical Vehicle Replacement (“MTVR”) base contract from 8.5% to 9.9% contributed $0.24 to earnings per share for the quarter and represented the principal reason for the higher performance than previous estimates. There was no similar life-to-date adjustment in last year’s second quarter earnings. The balance of the higher performance than previous estimates arose largely due to favorable performance on new truck and new service contracts in our defense segment.
At corporate, our operating expenses rose $3.6 million in the second quarter compared to the prior year primarily due to higher personnel costs related to restricted stock awards granted last autumn, higher incentive bonuses and new hires.
With respect to income taxes, the Company’s effective income tax rate in fiscal 2005 is quite high at 38.6% due to higher state income taxes.
Turning to the performance of each segment, let’s move on to slide 10.
7

Fire and Emergency
Starting with fire and emergency, sales rose 57.2% to $213.2 million in the second quarter. JerrDan and BAI contributed sales totaling $42.7 million in the quarter. Sales for our other businesses in this segment grew 25.7%, reflecting our strong order flow last fiscal year for fire apparatus and substantially higher airport product sales.
Operating income rose 69.5% to $19.0 million, or 8.9% of sales, in the second quarter. The JerrDan and BAI acquisitions contributed operating income of $2.1 million during the second quarter, lower than our expectations due to the impact of higher steel and other costs at JerrDan and a small loss at BAI due to delays of certain shipments. BAI has a very strong backlog and we expect it to be solidly profitable in the second half of fiscal 2005. Operating income for our other businesses in the segment increased 50.9% for the quarter reflecting both the higher sales level and a substantially improved sales mix of custom pumpers, aerials and airport products.
Orders were strong across the segment during the quarter, especially at Pierce and BAI. Segment backlog grew 49.7% in the second quarter compared to the prior year. Pierce’s backlog was up 35.8% and backlog for businesses in the segment other than the recently acquired JerrDan and BAI was up 27.4% at March 31, 2005.
Defense
Looking at the defense segment next, please turn to slide 11.
Defense sales rose 24.7% to $209.6 million in the second quarter. Truck sales declined slightly in the quarter, as we had expected, on lower international truck volume, but a more than doubling of parts and service sales drove segment sales up for the quarter.
The MTVR base contract margin adjustment and the more than doubling of relatively higher-margin parts and service sales drove operating income up 114.4% to $49.4 million, or 23.6% of sales. The MTVR base contract estimated margin was increased to reflect a number of estimate changes including lower than estimated material costs such as steel. The Company also reduced its estimates for warranty costs due to favorable field experience, contract close-out costs because the Company expects follow-on contracts will minimize MTVR contract close-out costs and labor and overhead as the Company has been able to absorb these fixed costs over higher than previously estimated production volumes. We expect the final 107 trucks under the MTVR base contract to ship in the third quarter. At June 30, 2005, after all these trucks have shipped, we expect to maintain accruals for contract close-out costs and warranty that we anticipate will be ultimately resolved when a systemic warranty period expires approximately two years following the shipment of the last truck under the MTVR base contract.
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At March 31, 2005, our defense backlog was down 0.20% from prior year levels.
Commercial
Turning to the commercial segment, please move to slide 12. Compared to the prior year, sales were up 17.2% to $255.3 million, but operating income was down 31.6% to $6.5 million, or 2.5% of sales. The CON-E-CO and London acquisitions contributed sales of $9.0 million and operating income of $0.5 million during the quarter. Segment results were clearly disappointing, but we believe that we accomplished much during the second quarter to yield improved results in the second half of the fiscal year.
Concrete placement sales, other than sales of CON-E-CO and London, and domestic refuse sales rose 15.8% and 27.0%, respectively, during the second quarter compared to the prior year due to robust orders in recent months. Compared to the prior year, operating income for these product lines rose only 5.4%, and margins declined 0.5 percentage points. We had expected these margins to double in the second quarter, but we had more lower- priced units in backlog than we previously estimated so we weren’t able to recover as much of the steel cost increases we’ve been experiencing and we incurred higher warranty, workers compensation, lean implementation and information systems installation costs than we expected. We expect our margins and profitability to improve in the second half of fiscal 2005 as higher pricing takes effect. From April 2004 through November 2004, we announced price increases of 8.0% to 11.5% on these U.S. product lines.
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In European refuse, sales were down 7.6%, but operating income was $0.5 million ahead of expectations, although still an operating loss of $1.5 million compared to operating income of $1.9 million in the prior year. The loss resulted from lower unit volume, lower pricing in many end markets and increased material, labor and warranty costs associated with the launch of the new, GPM III rear loader.
Looking forward to the full fiscal year, we continue to expect to incur an operating loss of up to $4.5 million at our European refuse business. Based on the work of our lean team and new management over the last three months, we believe that we can turn around this business to profitability in fiscal 2006, but it will take us 9 to 18 months to complete the job. We will continue to monitor this investment, but we presently believe that no impairment of recorded goodwill will be necessary.
Let me close out my review of the commercial segment by reviewing our backlogs in each product line. At March 31, 2005, rear-discharge unit backlog was up 3.3% compared to prior year levels, while our front-discharge unit backlog was up 2.0%. Our domestic refuse unit backlog was up 4.7% at March 31, 2005 compared to prior year levels, while Geesink Norba Group unit backlog was up 46.3% compared to prior year levels.
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Fiscal 2005 Outlook
Turning to our fiscal 2005 outlook, we are assuming no additional acquisitions nor any impairment of the Geesink Norba Group goodwill in the estimates presented in slides numbered 13 to 16.
We present our sales estimates on slide 13. We are now estimating our fiscal 2005 sales at $2.9 billion, a $125.0 million increase from our previous estimate, and up an estimated 28.2% over fiscal 2004. The principal drivers of this increase include an $80.0 million increase in commercial segment sales, a $20.0 million increase in defense parts and service sales and a $25.0 million increase in fire and emergency segment sales. We now expect our fiscal 2005 concrete placement sales and domestic refuse sales to grow an estimated 18.8% and 21.3%, respectively. Approximately 7.7% of the estimated increase in concrete placement sales is attributable to the CON-E-CO and London acquisitions.
Turning to slide 14, we’re now estimating consolidated operating income of $260.0 million in fiscal 2005, up $22.0 million from our previous estimates and up an estimated 44.1% over fiscal 2004. We’re now estimating our defense operating income to increase 48.2% to $189.5 million in fiscal 2005. The $33.5 million increase from our previous estimate reflects the $24.4 million of earnings in excess of our previous estimate for defense for the second quarter plus the impact of new parts and service business and higher estimated margins. Now, at this time in our fiscal year, it is unlikely that funding could be made available quickly enough to generate any additional defense truck orders for shipment in fiscal 2005, although new defense parts and service business could develop quickly. I previously described our estimate of an operating loss of $4.5 million for European refuse. We reduced our estimate for concrete placement and domestic refuse operating income in the commercial segment by $10.5 million. While our previous estimate is still within the range of what we believe are possible outcomes for the commercial segment in fiscal 2005, we believe it’s prudent to reduce our estimate at this time given our performance in the first half of fiscal 2005. We also added $1.0 million to our corporate expense estimate for fiscal 2005, primarily due to personnel cost increases.
Slide 15 reflects no material changes to estimates for interest expense, effective tax rates and similar items.
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Our quarterly estimates of sales, operating income, net income, earnings per share and debt are described in slide 16. Essentially, we increased our earnings per share estimate by $0.40 per share for the year, which is about equal to our performance in excess of previous estimates for the second quarter of fiscal 2005 of $0.38.
What key risks are involved in our estimates? We may not be able to improve Geesink Norba Group earnings as quickly as estimated, which could lead to an impairment charge, we may not fully turnaround McNeilus earnings, and we may be unsuccessful or incur unexpected costs in integrating acquisitions. Steel cost increases could also continue and further outpace our selling price increases. Upsides to these estimates primarily involve potential new defense parts and service sales with the DoD arising from the conflict in Iraq. Please review our Form 8-K filed today for other potential risk factors.
Fiscal 2006 Outlook
Given the progress on a federal supplemental spending bill that is now being considered by Congress to fund the activities of Operation Iraqi Freedom, we would like to make a few comments about our fiscal 2006 outlook. In early August 2005, the Company intends to provide specific sales, operating income and earnings per share estimates for fiscal 2006.
At this time, the Company expects improved financial performance in fiscal 2006 compared to fiscal 2005. We believe the final federal supplemental spending bill will include funding for Oshkosh to increase the rate of its defense truck remanufacturing operations as well as new defense truck business to support the DoD’s modularity initiative.
In the commercial segment, the Company believes that concrete placement and domestic refuse demand may increase in fiscal 2006 in advance of a diesel engine emissions standards change effective January 1, 2007. The Company also expects that its pricing, lean and turn-around initiatives will drive margin expansion and higher earnings in that segment.
At our fire and emergency segment, the Company expects that fire apparatus market conditions will continue to improve in fiscal 2006 as municipal spending improves and the Company expects that homeland security spending will continue to be a growth driver.
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Lastly, Oshkosh intends to continue to execute upon its time-proven growth strategies. The Company will continue to focus on new product innovation. The Company expects to generate significant cash flow over the next 18 months and intends to continue to explore strategic, complementary acquisitions with those cash resources.
Bob will close our prepared remarks.
Bob:
I’ve very pleased with the results we just reported. I’d like to thank everyone in the Company, who has worked so hard to build our success. They have done an outstanding job of fulfilling our customers’ expectations and delivering another record-setting quarter in the process. We have a solid foundation for a strong close to fiscal 2005.
Operator, please begin the question and answer period.
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