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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

Commission File Number  1-31371

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes       X               No            

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes       X               No            

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class A Common Stock Outstanding as of January 27, 2005:   805,177

Common Stock Outstanding as of January 27, 2005:   35,485,370

OSHKOSH TRUCK CORPORATION
FORM 10-Q INDEX
FOR THE QUARTER ENDED DECEMBER 31, 2004

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PART I. ITEM 1. FINANCIAL INFORMATION
OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
THREE MONTHS ENDED DECEMBER 31, 2004
(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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

The accompanying notes are an integral part of these condensed consolidated financial statements.

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OSHKOSH TRUCK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004
(In thousands, except share and per share amounts)
(Unaudited)

1. BASIS OF PRESENTATION

The condensed consolidated financial statements included herein have been prepared by Oshkosh Truck Corporation (the “Company”) without audit. However, the foregoing financial statements contain all adjustments (which include normal recurring adjustments except as disclosed herein) that are, in the opinion of Company management, necessary to present fairly the condensed consolidated financial statements. Operating results for the periods presented may not be indicative of the annual results.

In the three month period ended December 31, 2004, the Company recorded a cumulative catch-up adjustment to increase the life-to-date margin recognized on its multi-year Medium Tactical Vehicle Replacement (“MTVR”) production contract which is accounted for under the “percentage-of-completion” method. The adjustment resulted from the final negotiation during the period of disputed pricing on two components of the MTVR truck, improved overhead absorption under the contract due to increased overall defense segment production volume and other items. The cumulative life-to-date adjustment increased the margin percentage recognized on the contract from 7.6% to 8.5%. This change in estimate increased operating income for the three months ended December 31, 2004 by $8,500, net income by $5,200 and earnings per share by $0.14, including $8,300, $5,100 and $0.14, respectively, relating to revenues recorded in prior periods. The Company had recorded a cumulative life-to-date adjustment of $6,500 to increase the margin percentage on this contract to 6.3% in the three months ended December 31, 2003.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2004.

2. NEW ACCOUNTING STANDARDS

In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) 123 (revised 2004), “Share-Based Payment,”(“SFAS No. 123(R)”). SFAS No. 123(R) replaces SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123(R) requires that the cost resulting from stock-based payment transactions be recognized in the financial statements at fair value. SFAS No. 123(R) also amends SFAS No 95, “Statement of Cash Flows,” to require that excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. The Company presently intends to adopt this new standard during the fourth quarter of fiscal 2005, as required, under the modified prospective method, which will cause all stock-based awards and outstanding variable awards to be recorded at fair value. The Company estimates that the new standard will reduce quarterly earnings per share by $0.01 to $0.02 per share in the fourth quarter of fiscal 2005 and annual earnings per share by $0.08 to $0.10 per share in fiscal 2006.

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In December 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) 109-1, “Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualifying Production Activities Provided by the American Jobs Creation Act of 2004 (“FSP 109-1”). FSP 109-1 is effective December 21, 2004. The American Jobs Creation Act of 2004 (the “Act”) includes a tax deduction of up to nine percent (when fully phased in) of the lesser of (a) “qualified production activities income,” as defined in the Act, or (b) taxable income (after the deduction for the utilization of any net operating loss carryforwards). FSP 109-1 clarifies that the domestic manufacturing deduction should be accounted for as a special deduction (rather than as a rate reduction) under Statement of Financial Accounting Standard (“SFAS”) 109, “Accounting for Income Taxes.” Under SFAS 109, a special deduction is recognized as it is earned. Adoption of FSP 109-1 and the enactment of the Act are not expected to have a material impact on the Company’s financial condition, results of operations or cash flows.

In November 2004, the FASB issued SFAS 151, “Inventory Costs, an Amendment of ARB No. 43, Chapter 4,” (“SFAS 151”). SFAS 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and requires the allocation of fixed production overhead to inventory based on the normal capacity of the production facilities. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Adoption of SFAS 151 is not expected to have a material impact on the Company’s financial condition, results of operations or cash flows.

In November 2004, the FASB issued SFAS 153, “Exchanges on Nonmonetary Assets, an Amendment of APB No. 29,” (“SFAS 153”). SFAS 153 requires that exchanges of productive assets for similar productive assets should be measured based on the fair value of the assets exchanged except in those instances in which the exchanges of nonmonetary assets do not have commercial substance. SFAS 153 is effective prospectively for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Adoption of SFAS 151 is not expected to have a material impact on the Company’s financial condition, results of operations or cash flows.

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3. COMPREHENSIVE INCOME

Total comprehensive income is as follows:

4. EARNINGS PER SHARE

The following table reconciles net income to net income available to respective classes of common stock for purposes of the computation of basic and diluted earnings per share:

The following table sets forth the computation of basic and diluted weighted average shares used in the denominator of the per share calculations:

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5. INVENTORIES

Inventories consist of the following:

Title to all inventories related to government contracts, which provide for performance-based payments, vests with the government to the extent of unliquidated performance-based payments.

6. INVESTMENT IN UNCONSOLIDATED AFFILIATES

The Company’s investment in unconsolidated affiliates consists primarily of an interest in Oshkosh/McNelius Financial Services Partnership (“OMFSP”). The Company and an unaffiliated third party are general partners in OMFSP. OMFSP was formed in 1998 when each partner contributed existing lease assets (and in the case of the Company, related notes payable to third party lenders that were secured by such leases) to capitalize the partnership. OMFSP manages the contributed assets and liabilities and engages in new vendor lease business providing financing, primarily to customers of the Company. OMFSP purchases trucks, truck bodies and concrete batch plants from the Company, the Company’s affiliates and, occasionally, unrelated third parties for lease to user-lessees. Company sales to OMFSP were $10,867 and $12,732 for the three months ended December 31, 2004 and 2003, respectively. Banks and other third party financial institutions lend to OMFSP a portion of the purchase price, with recourse solely to OMFSP, secured by a pledge of lease payments due from the user-lessees. Each partner funds one-half of the approximate 8.0% equity portion of the cost of new equipment purchases. Customers typically provide a 2.0% down payment. Each partner is allocated its proportionate share of OMFSP’s cash flow and taxable income in accordance with the partnership agreement. Indebtedness of OMFSP is secured by the underlying leases and assets of, and is recourse to, OMFSP. However, all such OMFSP indebtedness is non-recourse to the Company and its partner. Each of the two general partners has identical voting, participating and protective rights and responsibilities, and each general partner materially participates in the activities of OMFSP. For these and other reasons, the Company has determined that OMFSP is a voting interest entity for purposes of Financial Interpretation No. 46 (“FIN 46”). Accordingly, the Company accounts for its equity interest in OMFSP under the equity method.

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Included in investments in unconsolidated affiliates in the Company’s Condensed Consolidated Balance Sheet at December 31, 2004 is the Company’s investment in OMFSP of $19,845, which represents the Company’s maximum exposure to loss as a result of the Company’s ownership interest in OMFSP. This exposure is a non-cash exposure. Further, the Company has recorded deferred income tax liabilities related to its investment in OMFSP of $21,544 at December 31, 2004 that were included in long-term deferred income tax liabilities in the Company’s Condensed Consolidated Balance Sheet. Should the Company’s investment in OMFSP be liquidated for any reason, this deferred income tax liability would reverse and result in an increase in current income taxes payable by the Company.

Summarized financial information of OMFSP is as follows:

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7. PURCHASED INTANGIBLE ASSETS AND GOODWILL

The following tables present details of the Company’s purchased intangible assets:

Amortization expense recorded for the three months ended December 31, 2004 and 2003 was $1,694 and $1,663, respectively. The estimated future amortization expense of purchased intangible assets as of December 31, 2004 is as follows:

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The following table presents the changes in goodwill during the three months ended December 31, 2004:

The adjustments include a $14,989 increase resulting from currency translation adjustments and $6,006 related to adjustments of preliminary valuations of tangible and intangible assets related to the acquisitions of JerrDan Corporation (“JerrDan”) and BAI Brescia Antincendi International S.r.l. and BAI Tecnica S.r.l. (together “BAI”).

The Company is required to perform goodwill impairment tests on an annual basis and between annual tests in certain circumstances. The Company performs its annual impairment test in the fourth quarter of its fiscal year. In conjunction with the Company’s fiscal 2004 review for potential impairment of goodwill, the Company considered the operating loss of the Geesink Norba Group in fiscal 2004 to be a possible indicator of an impairment. The Company determined that the fair value of the Company’s interest in the Geesink Norba Group exceeded its carrying value by more than $20,000 (€15,000) at September 30, 2004. The Company’s calculations of fair value reflected the Company’s estimates of the benefits of fiscal 2004 initiatives to upgrade the Geesink Norba Group product lines and improve its manufacturing efficiencies, as well as assumptions regarding an assumed economic recovery in European refuse markets beginning in fiscal 2006.

In the first quarter of fiscal 2005, the Geesink Norba Group incurred another operating loss of $2,615 (€2,004) and the Company reduced its estimate of the earnings of the business for fiscal year 2005 from operating income of $3,000 (€2,500) to an operating loss of $4,500 (€3,500). As a result, the Company updated its review for potential impairment of the goodwill of the Geesink Norba Group as of December 31, 2004. During the first quarter of fiscal 2005, the Company made a number of management changes at the Geesink Norba Group, and in January 2005 assigned a team of Company representatives to support the turnaround activities of the business full-time for a minimum of a four-month period. Based on the investigations and work performed since September 30, 2004, the Company presently believes that it will be able to return the business to acceptable profitability over a nine to eighteen month period as it seeks to reduce its Geesink-branded rear loader product costs, strengthen its European branch operations and implement price increases. The Company updated its valuation model for the Geesink Norba Group and estimates that the fair value of the Company’s interest in the business continues to exceed its carrying value at December 31, 2004, and accordingly no impairment of the goodwill was deemed appropriate nor required at that date. The Company will continue to monitor its turnaround activities at the Geesink Norba Group and their impact on the Company’s valuation of this investment.

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8. FINANCIAL INSTRUMENTS

Historically, the Company has used forward foreign exchange contracts to reduce the exchange rate risk of specific foreign currency transactions. These contracts require the exchange of a foreign currency for U.S. dollars at a fixed rate at a future date.

To protect against a reduction in value of certain forecasted foreign currency cash receipts from export sales from April 2004 through December 2006 that will be denominated in British Sterling, and to protect against increases in costs of purchases of certain components from January 2005 through October 2006 that are payable in British Sterling or euros, all in connection with the Company’s contract to provide certain tactical military truck systems to the United Kingdom Ministry of Defence, the Company has instituted a foreign currency cash flow hedging program. The Company has hedged a significant portion of its estimated foreign currency cash flows in connection with this contract.

At December 31, 2004, outstanding foreign exchange forward contracts totaled $285,867 in notional amounts, including $214,235 in contracts to sell British Sterling, $407 in contracts to sell euros, $1,021 in contracts to purchase British Sterling, $69,678 in contracts to purchase euros and $526 in contracts to sell Canadian dollars. Net unrealized losses (net of related tax effect of $11,916) on outstanding foreign exchange forward contracts at December 31, 2004 totaled $20,277 and have been included in accumulated other comprehensive income.

As of December 31, 2004, the Company expects to reclassify $14,328 of net losses on derivative instruments from accumulated other comprehensive income to earnings during the next twelve months due to actual export sales and sales of product whose underlying cost contain purchases denominated in foreign currencies.

9. LONG-TERM DEBT

The Company has a $500,000 revolving credit facility with $99,216 in borrowings outstanding at December 31, 2004. The Company may increase the revolving credit facility up to an aggregate maximum outstanding amount of $750,000 at the Company’s discretion, unless the Company is in default under the revolving credit facility.

At December 31, 2004, bank borrowings of $99,216, including €15,000 ($20,466 based on the December 31, 2004 exchange rate) and outstanding letters of credit of $19,691 reduced available capacity under the Company’s revolving credit facility to $381,093.

Interest rates on the borrowings under the Company’s revolving credit facility are variable and are equal to the “Base Rate” (which is equal to the higher of a bank’s reference rate and the federal funds rate plus 0.5%) or the “Offshore Rate” (which is the bank’s inter-bank offered rate for U.S. dollars in off-shore markets) plus a margin of 0.70% for Offshore Rate loans under the Company’s revolving credit facility as of December 31, 2004. The margins are subject to adjustment, up or down, based on whether certain financial criteria are met. The average interest rate on bank borrowings outstanding at December 31, 2004 was 3.49%.

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The Company is charged a 0.125% to 0.300% annual commitment fee with respect to any unused balance under its revolving credit facility, and a 0.525% to 1.500% annual fee with respect to commercial letters of credit issued under the revolving credit facility, based on the Company’s leverage ratio as defined under the terms of the Company’s revolving credit facility.

Restrictions and covenants under the revolving credit facility include: (1) requirements that the Company maintain certain financial ratios at prescribed levels; and (2) restrictions on the ability of the Company and certain of its subsidiaries to consolidate or merge, or create liens, incur additional indebtedness and dispose of assets. The Company believes that such limitations should not impair its future operating activities.

At December 31, 2004, BAI had outstanding mortgage loans of €2,313 ($3,156) which bear interest at a variable rate based on the three-month Euribor rate plus a margin of between 0.75% and 1.50%. The average interest rate on outstanding mortgage loans at December 31, 2004 was 3.11%. BAI also has short-term borrowings with certain financial institutions totaling €449 ($613) which bear interest at an average rate of 2.68% and which are due in fiscal 2005.

At December 31, 2004, other unsecured debt with varying interest rates totaled $1,444.

10. STOCK-BASED EMPLOYEE COMPENSATION PLANS

At December 31, 2004, the Company had two stock-based employee compensation plans, which are described more fully in Note 10 to the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended September 30, 2004. The Company accounts for this stock-based plan under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. Except for restricted stock awards granted in September 2002 and 2004, no stock-based employee compensation cost was reflected in previously reported results for any period, as all options granted under these plans had an exercise price equal to the market value of the underlying Common Stock on the measurement date. Beginning in the fourth quarter of fiscal 2005, the Company expects to adopt SFAS No. 123(R). See Note 2.

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The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation:

11. COMMITMENTS AND CONTINGENCIES

As part of its routine business operations, the Company disposes of and recycles or reclaims certain industrial waste materials, chemicals and solvents at third party disposal and recycling facilities, which are licensed by appropriate governmental agencies. In some instances, these facilities have been and may be designated by the United States Environmental Protection Agency (“EPA”) or a state environmental agency for remediation. Under the Comprehensive Environmental Response, Compensation, and Liability Act (the “Superfund” law) and similar state laws, each potentially responsible party (“PRP”) that contributed hazardous substances may be jointly and severally liable for the costs associated with cleaning up these sites. Typically, PRPs negotiate a resolution with the EPA and/or the state environmental agencies. PRPs also negotiate with each other regarding allocation of the cleanup cost.

As to one such Superfund site, the Company’s Pierce Manufacturing Inc. (“Pierce”) subsidiary is one of 363 PRPs participating in the costs of addressing the site and has been assigned an allocation share of approximately 0.04%. At December 31, 2004, a report of the remedial recommendation was being completed, and as such, an estimate for the total cost of the remediation of this site has not been made to date. However, based on estimates and the assigned allocations, the Company believes its liability at the site will not be material and its share is adequately covered through reserves established by the Company at December 31, 2004. Actual liability could vary based on results of the study, the resources of other PRPs, and the Company’s final share of liability.

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In March 2003, the Company and Pierce were each named as one of 52 PRPs participating in the cost of addressing a Superfund site in Milwaukee, Wisconsin. In October 2003, the Company and Pierce, along with 47 other PRPs entered into buyout agreements with the two PRPs who sent the largest volume of waste to the site. Settlement payments made by the Company and Pierce were insignificant in amount and were based on the amounts and types of waste each company sent to the site. The buyout agreements protect the Company and Pierce from any additional costs associated with the EPA’s requirement for the removal of certain buildings, waste drums, underground storage tanks and contaminated soil at the site. The buyout agreements do not cover any future costs that may be necessary to address groundwater contamination and remediation, if required. The Company believes that any potential remaining liability with respect to this site will not be material and that it is adequately covered through reserves established by the Company.

The Company is addressing a regional trichloroethylene (“TCE”) groundwater plume on the south side of Oshkosh, Wisconsin. The Company believes there may be multiple sources in the area. TCE was detected at the Company’s North Plant facility with testing showing the highest concentrations in a monitoring well located near the upgradient property line. Because the investigation process is still ongoing, it is not possible for the Company to estimate its long-term total liability associated with this issue at this time. Also, as part of the regional TCE groundwater investigation, the Company conducted a groundwater investigation of a former landfill located on Company property. The landfill, acquired by the Company in 1972, is approximately 2.0 acres in size and is believed to have been used for the disposal of household waste. Based on the investigation, the Company does not believe the landfill is one of the sources of the TCE contamination. Based upon current knowledge, the Company believes its liability associated with the TCE issue will not be material and is adequately covered through reserves established by the Company. However, this may change as investigations proceed by the Company, other unrelated property owners, and the government.

In connection with the acquisition of the Geesink Norba Group, the Company identified potential soil and groundwater contamination impacts from solvents and metals at one of its manufacturing sites. The Company is conducting a study to identify the remediation options available. Based on current estimates, the Company believes its liability at this site will not be material and any responsibility of the Company is adequately covered through reserves established by the Company.

At December 31, 2004 and September 30, 2004, the Company had reserves for environmental matters of $6,178 and $5,884, respectively.

The Company is also contingently liable under bid, performance and specialty bonds totaling approximately $193,122 and open standby letters of credit issued by the Company’s bank in favor of third parties totaling approximately $19,691 at December 31, 2004.

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Product and general liability claims arise against the Company from time to time in the ordinary course of business. The Company is generally self-insured for future claims up to $1,000 per claim. Accordingly, a reserve is maintained for the estimated costs of such claims. At December 31, 2004 and September 30, 2004, the reserve for product and general liability claims was $10,817 and $17,203, respectively, based on available information. There is inherent uncertainty as to the eventual resolution of unsettled claims. Management, however, believes that any losses in excess of established reserves will not have a material effect on the Company’s financial condition, results of operations or cash flows.

The Company is subject to other environmental matters and legal proceedings and claims, including patent, antitrust, product liability and state dealership regulation compliance proceedings that arise in the ordinary course of business. Although the final results of all such matters and claims cannot be predicted with certainty, management believes that the ultimate resolution of all such matters and claims, after taking into account the liabilities accrued with respect to such matters and claims, will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Actual results could vary, among other things, due to the uncertainties involved in litigation.

12. WARRANTY AND GUARANTEE ARRANGEMENTS

The Company’s products generally carry explicit warranties that extend from six months to two years, based on terms that are generally accepted in the marketplace. Selected components (such as engines, transmissions, tires, etc.) included in the Company’s end products may include manufacturers’ warranties. These manufacturers’ warranties are generally passed on to the end customer of the Company’s products, and the customer would generally deal directly with the component manufacturer.

The Company’s policy is to record a provision for the expected cost of warranty-related claims at the time of the sale, and periodically adjust the provision to reflect actual experience. The amount of warranty liability accrued reflects management’s best estimate of the expected future cost of honoring Company obligations under the warranty plans. Historically, the cost of fulfilling the Company’s warranty obligations has principally involved replacement parts, labor and sometimes travel for any field retrofit campaigns. The Company’s estimates are based on historical experience, the extent of pre-production testing, the number of units involved and the extent of features/components included in product models. Also, each quarter, the Company reviews actual warranty claims experience to determine if there are systemic defects that would require a field campaign.

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Changes in the Company’s warranty liability were as follows:

In the fire and emergency segment, the Company provides guarantees of lease payments by customer-lessees to a third-party lessor of equipment purchased from the Company. The guarantee is limited to $1,000 per year in total and is supported by the residual value of the related equipment. The Company’s actual losses under these guarantees over the last ten years have been negligible. In accordance with Financial Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” no liabilities for pre-January 1, 2003 guarantees have been recorded. For all such guarantees issued after January 1, 2003, the Company has recorded the fair value of the guarantee as a liability and a reduction of the initial revenue recognized on the sale of equipment. Amounts recorded since January 1, 2003 were not significant.

13. PENSION DISCLOSURES

Components of net periodic pension benefit cost were as follows:

The Company made a $6,950 contribution to its pension plans in March 2004 and another $6,650 contribution in April 2004. The Company estimates that it will make a $12,000 contribution to its pension plans in February 2005.

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Components of net periodic other post-employment benefit costs were as follows:

The Company made contributions to fund benefit payments of $145 and $128 for the three month periods ended December 31, 2004 and 2003, respectively, under its other post-employment benefit plans. The Company estimates additional contributions of approximately $500 will be made under these other post-employment plans prior to the end of fiscal 2005.

14. ACQUISITIONS

On July 8, 2004, the Company acquired 100% of the stock of JerrDan. JerrDan is a leading manufacturer of towing and recovery equipment headquartered in Greencastle, Pennsylvania. JerrDan sells light-, medium- and heavy-duty wreckers, as well as aluminum, steel and industrial carriers, to towing services and salvage companies.

On July 29, 2004, the Company completed the acquisition of 75.0% of BAI. The Company has the right to acquire the remaining 25.0% interest in BAI three years after the closing of the acquisition. BAI manufactures and markets municipal and airport fire trucks and firefighting equipment and is headquartered in Brescia, Italy.

The operating results of JerrDan and BAI have been included in the Company’s consolidated statements of income from the date of acquisition and have been reported in the Company’s fire and emergency segment. The purchase prices, including acquisition costs, were allocated based on the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition with any excess purchase price allocated to goodwill. The 25% after-tax interest not owned by the Company in BAI’s reported operating results, before amortization of purchase accounting adjustments, has been reflected in the Company’s consolidated financial statements as minority interest.

On November 1, 2004, the Company acquired 100% of the stock of CON-E-CO. CON-E-CO is a leading manufacturer of portable and stationary concrete batch plants headquartered in Blair, Nebraska. The purchase price, including acquisition costs and net of cash acquired of $18,906, was allocated based on the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition with any excess purchase price allocated to goodwill.

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The Company engaged a third party business valuation appraiser to assist in the valuation of the assets of CON-E-CO. The following is a preliminary summary of the recorded fair values of the assets acquired and liabilities assumed of CON-E-CO as of the date of acquisition:

The valuation of intangible assets of CON-E-CO consists of $1,231 of assets subject to amortization and $3,010 assigned to tradenames not subject to amortization. The intangible assets subject to amortization consist of $1,001 in customer-related assets with a twenty-year average life and $230 of non-compete agreements with a five-year life. All the goodwill was assigned to the Company’s commercial segment and is not deductible for local tax purposes.

The CON-E-CO acquisition was accounted for using the purchase method of accounting and, accordingly, its operating results were included in the Company’s consolidated statements of income beginning November 1, 2004. The allocation of the excess purchase price, including acquisition costs, of the CON-E-CO acquisition over the estimated fair value of the assets acquired and liabilities assumed amounted to $5,899 and has been recorded as goodwill. The allocation was tentative at December 31, 2004, pending finalization of appraisal valuations, which are expected to be finalized by September 30, 2005.

Pro forma unaudited condensed consolidated operating results of the Company, assuming JerrDan, BAI and CON-E-CO had been acquired as of October 1, 2003, are summarized below:

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15. BUSINESS SEGMENT INFORMATION

(a) Includes investment in unconsolidated partnership.

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Net sales by geographic region based on product shipment destination were as follows:

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Item 2.    Oshkosh Truck Corporation
Management’s Discussion and Analysis of
Consolidated Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations and other sections of this Form 10-Q contain statements that Oshkosh Truck Corporation (the “Company” or “Oshkosh”) 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 this report, including, without limitation, 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, including those under the captions, “Executive Overview” and “Fiscal 2005 Outlook” are forward-looking statements. When used in this Form 10-Q, words such as “may,” “will,” “expect,” “intend,” “estimates,” “anticipate,” “believe,” “should” or “plans” 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 turn around 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 to recover such cost increases with increases in selling prices of its products, risks associated with international operations and sales, including foreign currency fluctuations, disruptions in the supply of parts or components from sole source suppliers and subcontractors and competition. In addition, the Company’s expectations for fiscal 2005 are based in part on certain assumptions made by the Company, which are set forth under the caption “Certain Assumptions.” 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 SEC filings, including, but not limited to, the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2005.

All forward-looking statements, including those under the captions “Executive Overview” and “Fiscal 2005 Outlook,” speak only as of the date the Company files this Quarterly Report on Form 10-Q with the SEC. 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 this Quarterly Report on Form 10-Q 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 earnings per share for future periods to be at or above the projections contained in this Quarterly Report on Form 10-Q, 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 this Quarterly Report on Form 10-Q. Investors should be aware that the Company may not update such information until the Company’s next quarterly conference call, if at all.

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All references herein to earnings per share refer to earnings per share assuming dilution.

General

The major products manufactured and marketed by each of the Company’s business segments are as follows:

Commercial – concrete mixer systems, refuse truck bodies, mobile and stationary refuse compactors and waste transfer stations, portable and stationary concrete batch plants and truck components sold to ready-mix companies and commercial and municipal waste haulers in the U.S., Europe and other international markets.

Fire and emergency – commercial and custom fire trucks, aircraft rescue and firefighting trucks, snow removal trucks, ambulances, wreckers, carriers and other emergency vehicles primarily sold to fire departments, airports, other governmental units and towing companies in the U.S. and abroad.

Defense – heavy- and medium-payload tactical trucks and supply parts and services sold to the U.S. military and to other militaries around the world.

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Executive Overview

Since the onset of Operation Iraqi Freedom in 2003, the Company’s operating results have benefited substantially from increasing U.S. Department of Defense (“DoD”) requirements for new trucks as well as parts, service, armoring and major overhauls of Oshkosh defense vehicles operated in Iraq. The Company believes that the DoD’s requirements for these services related to Operation Iraqi Freedom will increase in fiscal 2005, and perhaps again in fiscal 2006, from the high levels experienced in fiscal 2004. In fiscal 2007 through fiscal 2009, the Company believes that the requirements from this conflict will remain high, but total defense segment sales may decline in this period. The Company expects to have better visibility over the next six months to its defense sales in fiscal 2006 through fiscal 2009 as it anticipates a federal supplemental spending bill and the federal fiscal 2005 budget bill to be passed which should provide some clarity to the level of anticipated DoD spending over this period for the Company’s truck programs. However, due to the unpredictable nature of military conflicts and the complexities of U.S. funding of Operation Iraqi Freedom, the Company is unable to provide assurance that its defense segment sales in fiscal 2006 will increase from fiscal 2005 levels or that its defense segment sales will remain at relatively high levels during the period from fiscal 2007 through fiscal 2009. As a result, the Company’s plans focus on deriving most of its sales and earnings growth, if any, over the period of fiscal 2006 through fiscal 2009 from its non-defense segments and from acquisitions.

In January 2007, new emission standards are scheduled to be effective for diesel engines in the classes of chassis the Company sells and/or utilizes for mounting of the Company’s truck bodies. When the last emission standards changes became effective in 2003, the Company experienced an acceleration of purchases of trucks and truck bodies in its commercial segment immediately prior to the effective date of the new standards and lower purchases immediately following such date. The Company believes that a similar acceleration of purchases could occur in fiscal 2006 and early fiscal 2007, with lower purchases possible beginning in the second quarter of fiscal 2007.

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The Company has reported substantially higher operating results in the three months ended December 31, 2004 compared to the same period last year and expects to continue this trend of higher operating results for its full fiscal year 2005, as follows:

⁽¹⁾ Company estimates as of January 25, 2005

The improved results in the first three months of fiscal 2005 have been driven by the Company’s defense segment, which has benefited from a more than doubling in parts and service sales compared to the prior year due to requirements arising from conflicts in Iraq and Afghanistan, the negotiation of contracts in the first quarter under which the Company recovered $3.7 million of pre-contract costs expensed in fiscal 2004 related to maintenance and armoring work performed in Iraq, and a cumulative life-to-date adjustment that added $8.5 million of operating income from an increase in the estimated margins from 7.6% to 8.5% on the Company’s multi-year Medium Tactical Vehicle Replacement (“MTVR”) contract, which is recorded utilizing the percentage-of-completion accounting method. These factors caused the Company’s defense sales and operating income to increase 13.2% and 39.1%, respectively, during the first three months of fiscal 2005. For the full fiscal year, the Company expects its defense sales to grow approximately 26.6% and its defense operating income to grow 22.0% to $156.0 million due to higher new truck and overhaul business and strong parts and service sales. Given the significant ongoing operational requirements in Iraq and Afghanistan, these fiscal 2005 estimates may increase as the Company pursues additional business to support the U.S. armed forces.

In the Company’s fire and emergency segment, sales were up 58.0% in the first three months of fiscal 2005 and operating income increased 58.9%. Due to six to nine month lead times for custom fire apparatus, shipments in the first three months of fiscal 2005 largely related to orders received in fiscal 2004. The Company’s orders have increased substantially over the last four quarters, resulting in a 53.2% increase [a 29.9% increase for businesses other than JerrDan Corporation (“JerrDan”) and BAI Brescia Antincendi International S.r.l. and an affiliate (“BAI”)] in segment backlog at December 31, 2004 compared to prior year levels. The Company expects to report substantially improved sales and earnings in this segment in fiscal 2005 as these orders are shipped. The Company also estimates that the acquisitions of JerrDan and BAI will contribute sales and operating income of $170.0 million and $17.5 million in fiscal 2005, respectively. Together, the Company estimates that improving order rates and these acquisitions will result in fire and emergency segment sales growth of 38.4% and operating income growth of approximately 43.7% in fiscal 2005.

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The Company’s commercial segment has realized significantly higher orders in all product lines in recent quarters except European refuse products, leading to a 32.0% increase in commercial segment sales during the first quarter of fiscal 2005. The Company’s operating income during this period, however, declined 21.7%. The reasons for the lower earnings are outlined under Results of Operations and primarily involve operating losses in the Company’s European refuse business due to weak industry conditions in Europe, competitive pricing conditions and higher start-up costs on new product launches. The Company expects this business to incur an operating loss for fiscal 2005, but expects the profitability of its domestic operations to improve over the next three quarters. At December 31, 2004, the Company’s backlog in its commercial segment was up 29.9% as industry order volumes have rebounded in concrete placement and domestic refuse product lines from a two-year downturn. With improved order trends in the U.S., a strong unit backlog and price increases ranging from 8.0% to 11.5% beginning to take effect, the Company believes that its overall commercial segment performance will improve in the next three quarters of fiscal 2005 based on the anticipated improvement of its domestic operations. The Company estimates its commercial segment sales and operating income will grow by approximately 9.1% and 33.5%, respectively, in fiscal 2005.

As a result of the operating losses in the European refuse business in fiscal 2004 and fiscal 2005 to date, the Company continued its review for potential impairment of the goodwill recorded with respect to this business as described in “Note 7 to the Notes to Condensed Consolidated Financial Statements.” The Company concluded in its review that such goodwill was not impaired at December 31, 2004, although the Company will continue to monitor this investment.

The Company’s cash flow has been strong due to earnings growth. Assuming no further acquisitions, the Company estimates that debt will rise in mid-fiscal 2005 for seasonal working capital requirements and then decline to approximately $20.0 million at September 30, 2005. The Company believes its strong cash flow has also contributed to a significant increase in the Company’s borrowing capacity to support the Company’s acquisition strategy.

Based on the Company’s strong financial performance in its first quarter and new business originated during the quarter, the Company announced on January 25, 2005 that it had increased its estimate of fiscal 2005 earnings per share assuming dilution from $3.45 per share as previously estimated on October 28, 2004 to $3.85 per share.

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Please refer to “Fiscal 2005 Outlook” and “Certain Assumptions” for a detailed discussion of the Company’s sales, operating income, net income, earnings per share and debt estimates for fiscal 2005.

During fiscal 2004 and 2005, costs have risen sharply for steel and component parts containing steel, and the availability of steel has been limited, especially for small consumers of steel, including certain of the Company’s suppliers. The Company uses thousands of tons of steel annually and some industry experts have estimated the increase in steel costs over the last year at more than 120%, with further increases likely in fiscal 2005. A surge in over-the-road truck sales has also created a shortage of certain components utilized by the Company and resulted in periodic delays in receipt of chassis scheduled for mounting of the Company’s truck bodies. The ultimate duration and severity of these conditions is not presently estimable, but these conditions are likely to continue throughout fiscal 2005. Based on long-term agreements with suppliers, the Company has been able to avoid some of the impact of these cost increases, but not all the Company’s suppliers have been able to honor their contracts with the Company. To mitigate these increases, the Company announced 4.5% — 9.5% price increases in fiscal 2004 and 2.0% — 5.5% price increases in fiscal 2005 to date in all of its commercial and fire and emergency business units. The new prices apply to all new orders received after their respective effective dates, but the Company does not anticipate being able to recover all the cost increases from customers due to the significant amount of orders in the Company’s backlog prior to the effective dates of product selling price increases and because competitive conditions have limited price increases in some market sectors. If steel and component costs continue to rise sharply, then the Company expects to announce further price increases later this fiscal year. Due to the nature of its defense business, which is generally based on firm, fixed-price contracts, the Company is generally limited in its ability to raise prices in response to rising steel and component costs. The Company generally has firm pricing from its suppliers to its defense business at the time of contract award, but it does not expect these supply contracts to fully protect the Company from steel cost increases in its defense segment. Commencing in the second half of fiscal 2004, the Company has sought substantially higher pricing for all new defense contracts executed since that time to recover higher anticipated steel and component costs expected for the balance of fiscal 2005 and beyond.

The Company estimates that the adverse impact of higher steel and component costs on first quarter earnings was at least $0.06 per share. The Company expects these conditions to negatively impact earnings by at least $0.35 per share in fiscal 2005, and has factored this impact into its estimate of fiscal 2005 earnings.

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Results of Operations

Analysis of Consolidated Net Sales

The following table presents net sales by business segment (in thousands):

First Quarter Fiscal 2005 Compared to 2004

Consolidated net sales increased 30.8% to $644.9 million for the first quarter of fiscal 2005 compared to the first quarter of fiscal 2004. Net sales increases were recorded in all segments.

Fire and emergency segment net sales increased 58.0% to $194.2 million for the first quarter of fiscal 2005 compared to the first quarter of fiscal 2004. The acquisitions of JerrDan and BAI contributed sales totaling $43.6 million in the quarter. Sales rose 22.5% for other businesses in the segment, reflecting strong order flow in fiscal 2004, principally arising from improved municipal spending for fire apparatus and airport products and an increased emphasis on homeland security apparatus.

Defense segment net sales increased 13.2% to $215.5 million for the first quarter of fiscal 2005 compared to the first quarter of fiscal 2004. New truck sales declined during the first quarter, but a more than doubling of parts and service sales drove segment sales up for the quarter. Sales for the first quarter of fiscal 2004 included a large number of heavy equipment transporters for the U.K. The contract for those vehicles was concluded in fiscal 2004.

Commercial segment net sales increased 32.0% to $241.6 million for the first quarter of fiscal 2005 compared to the first quarter of fiscal 2004. Concrete placement product sales were up 56.8% in 2005 compared to 2004, largely due to higher unit sales volume, including a higher mix of package sales which include both a rear-discharge concrete mixer truck body and a purchased chassis. U.S. refuse product sales increased 29.0% for the quarter, primarily due to higher unit sales, especially to large, U.S. commercial waste-haulers. Pricing for these U.S. product lines was relatively flat in the first quarter compared to the prior year. European refuse product sales were down 11.8% compared to 2004, generally as a result of lower unit sales and lower pricing in many end markets, partially offset by favorable currency translation adjustments as a result of the increased strength of the euro compared to the U.S. dollar.

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Analysis of Consolidated Operating Income

The following table presents operating income by business segment (in thousands):

First Quarter Fiscal 2005 Compared to 2004

Consolidated operating income increased 44.7% to $67.6 million, or 10.5% of sales, in the first quarter of fiscal 2005 compared to $46.7 million, or 9.5% of sales, in the first quarter of fiscal 2004.

Fire and emergency segment operating income increased 58.9% to $18.4 million, or 9.5% of sales, in the quarter compared to $11.6 million, or 9.7% of sales, in the prior year quarter. The JerrDan and BAI acquisitions contributed operating income of $3.0 million during the first quarter. Operating income for the other business units in the segment increased 32.7% for the quarter, reflecting both the higher sales in the quarter and an improved sales mix.

Defense segment operating income increased 39.1% to $51.7 million, or 24.0% of sales, in the quarter compared to $37.2 million, or 19.5% of sales, in the prior year quarter. A significant shift in mix to parts and service sales largely drove the increase in operating income for the first quarter. In the first quarter of fiscal 2005, the Company also negotiated contracts under which the Company recovered $3.7 million of costs previously incurred to maintain and armor certain vehicles in Iraq before the Company had contracts in place with the U.S. Army. Lastly, an $8.5 million cumulative catch-up adjustment to the MTVR base contract margins in the first quarter of fiscal 2005 that was larger than the adjustment in the first quarter of fiscal 2004 drove higher earnings in this year’s first quarter. In the first quarter of fiscal 2005, the Company raised its MTVR base contract margins by 0.9% to 8.5%. In the first quarter of fiscal 2004, the Company raised its MTVR base contract margins by 0.8% to 6.3% recognizing a cumulative catch-up adjustment to increase earnings by $6.5 million. The MTVR base contract margin adjustment in the first quarter of fiscal 2005 reflected the final negotiation of disputed pricing on two components of the MTVR truck, improved overhead absorption related to higher than expected defense production volumes resulting from increased business related to the conflict in Iraq and other items.

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Commercial segment operating income decreased 21.7% to $5.6 million, or 2.3% of sales, in the quarter compared to $7.2 million, or 3.9% of sales, in the prior year quarter. Operating income margins fell in the first quarter of fiscal 2005 compared to the prior year quarter due to an operating loss of $2.6 million sustained at the Company’s European refuse business. Operating income of U.S. operations in the segment was up $3.1 million and associated operating income margins grew 0.3% in the first quarter of fiscal 2005 compared to the prior year. The Company’s European refuse operating loss in the first quarter of fiscal 2005 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 Geesink-branded rear loader. In the U.S., relatively flat pricing at a time of escalating steel and component cost increases offset the overhead absorption benefits of substantially higher unit volumes, resulting in the relatively flat operating income margins for U.S. operations in the first quarter of fiscal 2005 compared to the prior year. See “Executive Overview” and “Note 7 to the Condensed Consolidated Financial Statements.”

Corporate operating expenses and inter-segment profit elimination decreased $1.1 million to $8.1 million in the first quarter of fiscal 2005 compared to the first quarter of fiscal 2004. Current quarter results included the benefit of favorable settlements of product liability matters aggregating $4.2 million which offset higher compensation expense.

Consolidated operating expenses increased 15.0% to $48.0 million, or 7.4% of sales, in the first quarter of fiscal 2005 compared to $41.7 million, or 8.5% of sales in the first quarter of fiscal 2004. The favorable settlements of product liability matters in the first quarter of fiscal 2005 caused the decline in operating expenses as a percentage of sales.

Analysis of Non-Operating Income Statement Items

First Quarter Fiscal 2005 Compared to 2004

Net interest expense increased $0.9 million to $1.8 million in the first quarter of fiscal 2005 compared to the first quarter of fiscal 2004, largely as a result of borrowings for acquisitions.

The effective income tax rate increased to 38.6% for the first quarter of fiscal 2005 compared to 36.5% in the first quarter of fiscal 2004 due to higher state income taxes.

Equity in earnings of unconsolidated affiliates of $0.5 million in the first quarter of fiscal 2005 and $0.6 million in fiscal 2004 primarily represents the Company’s equity interest in a lease financing partnership.

Financial Condition

First Quarter of Fiscal 2005

During the first three months of fiscal 2005, borrowings under the Company’s revolving credit facility of $25.5 million and proceeds from the exercise of stock options of $16.3 million funded the acquisition of CON-E-CO for $18.9 million, cash used in operating activities of $11.2 million, capital expenditures of $3.5 million, dividends of $3.1 million and an increase in cash of $7.5 million. Cash used in operations during the first three months of fiscal 2005 was flat with cash used in operations in the first three months of fiscal 2004. Seasonal working capital demands of the Company’s concrete placement business historically drive a use of cash from operations in the first quarter of each year as the Company builds inventory for sale in the spring of each calendar year.

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The Company’s debt-to-total capital ratio at December 31, 2004 was 12.7% compared to 10.7% at September 30, 2004.

Liquidity and Capital Resources

The Company had cash and cash equivalents of $37.6 million and approximately $381.1 million of unused availability under the terms of its revolving credit facility as of December 31, 2004. The Company’s primary cash requirements include working capital, interest and principal payments on indebtedness, capital expenditures, dividends, and, potentially, future acquisitions. The Company expects its primary sources of cash will be cash flow from operations, cash and cash equivalents on hand at December 31, 2004 and borrowings under the Company’s revolving credit facility.

The Company’s cash flow from operations has fluctuated, and will likely continue to fluctuate, significantly from quarter to quarter due to changes in working capital requirements arising principally from seasonal fluctuations in sales, the start-up or conclusion of large defense contracts and the timing of receipt of individually large performance-based payments from the DoD.

The Company’s revolving credit facility contains various restrictions and covenants, including (1) requirements that the Company maintain certain financial ratios at prescribed levels; and (2) restrictions on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, incur additional indebtedness and dispose of assets. Given the Company’s limited borrowings and its estimated cash flow, the Company believes that it is unlikely that these restrictions and covenants would limit the Company’s ability to respond to market conditions, to provide for unanticipated capital investments, to raise additional debt or equity capital, to pay dividends or to take advantage of business opportunities, including future acquisitions.

Interest rates on borrowings under the Company’s revolving credit facility are variable and are equal to the “Base Rate” (which is equal to the higher of a bank’s reference rate and the federal funds rate plus 0.50%) or the “Offshore Rate” (which is a bank’s inter-bank offered rate for U.S. dollars in off-shore markets) plus a margin of .70% for Offshore Rate loans under the Company’s revolving credit facility as of December 31, 2004. The margins are subject to adjustment, up or down, based on whether certain financial criteria are met. The weighted average interest rate on borrowings outstanding at December 31, 2004 was 3.49%. The Company presently has no plans to enter into interest rate swap arrangements to limit exposure to future increases in interest rates.

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In addition to the Company’s revolving credit facility, the Company’s wholly-owned subsidiary in the Netherlands, Geesink Group B.V., and certain of its affiliates are party to a euro 2.5 million bank credit facility (the “euro facility”) which supports a cross-border cash pooling arrangement. There were no borrowings outstanding under the euro facility at December 31, 2004.

Based upon current and anticipated future operations, the Company believes that capital resources will be adequate to meet future working capital, debt service and other capital requirements for fiscal 2005. See “Fiscal 2005 Outlook.” Debt levels and capital resource requirements may change, however, because the Company maintains an active acquisitions strategy and the Company cannot reasonably estimate the capital requirements of this strategy.

Contractual Obligations, Commercial Commitments and Off-Balance Sheet Arrangements

The Company’s contractual obligations, commercial commitments and off-balance sheet arrangements disclosures in its Annual Report on Form 10-K for the year ended September 30, 2004 have not materially changed since that report was filed.

Application of Critical Accounting Policies

The Company’s application of critical accounting policies disclosures in its Annual Report on Form 10-K for the year ended September 30, 2004 have not materially changed since that report was filed.

Critical Accounting Estimates

The Company’s disclosures of critical accounting estimates in its Annual Report on Form 10-K for the year ended September 30, 2004 have not materially changed since that report was filed.

New Accounting Standards

Refer to “Note 2 to the Condensed Consolidated Financial Statements” for a discussion of the impact on the Company’s financial statements of new accounting standards.

Customers and Backlog

Sales to the DoD comprised approximately 33% of the Company’s sales in the first three months of fiscal 2005. No other single customer accounted for more than 10% of the Company’s net sales for this period. A substantial majority of the Company’s net sales are derived from customer orders prior to commencing production.

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The Company’s backlog at December 31, 2004 increased 29.7% to $1,865.0 million compared to $1,437.7 million at December 31, 2003. Commercial segment backlog increased 29.9% to $279.7 million at December 31, 2004 compared to December 31, 2003. Unit backlog for front-discharge concrete mixers was up 6.5% while unit backlog for rear-discharge concrete mixers was up 48.7% as concrete placement markets began to strengthen during fiscal 2004. Unit backlog for refuse packers was down 1.4% domestically and down 5.5% in Europe. Domestic refuse backlog declined due to high shipments in the first quarter of fiscal 2005. European refuse backlog remained down due to a soft European economy. Fire and emergency segment backlog increased 53.2% to $532.4 million at December 31, 2004 compared to December 31, 2003, due to higher orders in the six months ended December 31, 2004 compared to the same period ended December 31, 2003 and $80.9 million attributable to acquisitions. The defense segment backlog increased 20.4% to $1,052.9 million at December 31, 2004 compared to December 31, 2003, principally due to the award of a U. K. Wheeled Tanker contract with shipments commencing in fiscal 2005, and increased parts, service, remanufacturing and heavy-payload truck orders related to the conflicts in Iraq and Afghanistan. Approximately 23.0% of the Company’s December 31, 2004 backlog is not expected to be filled in fiscal 2005.

Reported backlog excludes purchase options and announced orders for which definitive contracts have not been executed. Additionally, backlog excludes unfunded portions of the DoD FHTV and MTVR contracts. Backlog information and comparisons thereof as of different dates may not be accurate indicators of future sales or the ratio of the Company’s future sales to the DoD versus its sales to other customers.

Fiscal 2005 Outlook

The Company estimates that fiscal 2005 consolidated net sales will approximate $2.775 billion, up 22.7% from fiscal 2004 net sales, with $195.0 million of the sales increase from recently consummated acquisitions. All comparisons are to fiscal 2004 actual results and assume no acquisitions other than JerrDan, BAI and CON-E-CO.

The Company estimates that commercial sales will increase about 9.1% to approximately $990.0 million in fiscal 2005. The Company is projecting an increase in concrete placement sales of 11.1% in fiscal 2005, largely due to price increases and approximately $25.0 million due to the post-acquisition sales of
CON-E-CO, which was acquired on November 1, 2004. The Company expects to sell 1,000 Revolution composite concrete mixer drums in fiscal 2005. The Company is projecting domestic refuse sales to increase approximately 10.8% in fiscal 2005, largely due to price increases, and slightly higher unit volume estimates. The Company expects that Geesink Norba Group refuse product sales will be flat in fiscal 2005 with no recovery in the European market.

The Company expects that fire and emergency sales will be up about 38.4% to approximately $830.0 million in fiscal 2005. The Company expects the acquisitions of JerrDan and BAI to contribute $170.0 million to segment sales in fiscal 2005, up from $35.4 million in fiscal 2004. The balance of the estimated increase in segment sales in fiscal 2005 is expected to result from improved orders received in fiscal 2004.

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The Company is projecting defense sales to increase 26.6% to $980.0 million in fiscal 2005 due to DoD requirements associated with Operation Iraqi Freedom, including recently signed contracts to armor and install air conditioners in the DoD’s FHTV fleet, and to increase production of heavy-payload trucks.

By quarter, the Company estimates that fiscal 2005 sales will approximate $645.0 million in quarter two, $750.0 million in quarter three and $735.1 million in quarter four.

The Company is projecting consolidated operating income to be up about 31.9% to approximately $238.0 million in fiscal 2005.

The Company is projecting fire and emergency segment operating income to increase 43.7% to $79.0 million in fiscal 2005. The Company expects that the JerrDan and BAI acquisitions will contribute $17.5 million to segment operating income in fiscal 2005, up from $1.2 million in fiscal 2004. The Company expects the operating income of its other fire and emergency businesses to grow approximately 16.0% in fiscal 2005.

The Company is projecting defense operating income to increase 22.0% to $156.0 million in fiscal 2005. This estimate assumes the MTVR base contract margins remain at 8.5%. In fiscal 2004, cumulative catch-up adjustments to increase MTVR base contract margins in the first, third and fourth quarters added $19.5 million of operating income.

In the commercial segment, the Company projects operating income to increase 33.5% to $46.5 million. In this segment, the Company is projecting concrete placement operating income to be up 44.4% in fiscal 2005 due to estimated improvements in product pricing, lower manufacturing costs and estimated operating income of CON-E-CO of $2.0 million. The Company expects domestic refuse operating income to be up 36.6% in fiscal 2005 due to the increase in sales and improved manufacturing efficiencies. The Company expects the Company’s European refuse business to generate an operating loss of $4.5 million in fiscal 2005 as the Company is attempting to turn around this business.

The Company expects corporate expenses to approximate $43.5 million in fiscal 2005, up 16.8% compared to fiscal 2004, primarily due to personnel cost increases. The Company is projecting net interest costs to increase $3.6 million in fiscal 2005 to $7.5 million due to acquisition-related indebtedness.

The Company estimates that in fiscal 2005 its effective tax rate will approximate 38.6%, that equity in earnings of its unconsolidated affiliates will approximate $2.0 million after taxes and that minority interest in BAI earnings will approximate $0.2 million. These estimates result in the Company’s estimate of fiscal 2005 net income of $143.3 million and earnings per share of $3.85. The Company’s earnings per share estimate for fiscal 2005 assumes that the JerrDan, BAI and CON-E-CO acquisitions will be $0.20 per share accretive to earnings and that unrecovered steel and component price increases will have a $0.35 adverse impact on earnings per share.

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By quarter, the Company expects that net income will approximate $24.6 million in quarter two, $37.7 million in quarter three and $40.4 million in quarter four. Based on an estimated 37.25 million average diluted shares outstanding for the year, these net income estimates result in earnings per share estimates of $0.66 in quarter two, $1.01 in quarter three and $1.06 in quarter four.

Assuming no further acquisitions, the Company estimates that debt will decrease to $20.0 million at September 30, 2005 compared to September 30, 2004 levels, but will fluctuate with seasonal working capital demands. The Company anticipates capital spending to approximate $30.0 million in fiscal 2005, much of which the Company expects will support the continued worldwide rollout of the Revolution^® composite concrete mixer drum.

Certain Assumptions

The expectations set forth in “Executive Overview” and “Fiscal 2005 Outlook” are forward-looking statements and 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. These assumptions include, without limitation, that the Company will be able 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 approximately 1,000 Revolution^® composite 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; a modest economic recovery in the U.S. and no economic recovery in Europe; 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 base 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 DoD procurement of replacement parts and remanufacturing of trucks and funding thereof; the Company’s targets for the Geesink Norba Group sales and operating losses; the expected level of commercial “package” body and purchased chassis sales compared to “body only” sales; 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; 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 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 purchased 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 mixer drum; the Company’s estimates for costs relating to litigation, product warranty, insurance and other raw materials; and the Company’s estimates for debt levels, 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.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s quantitative and qualitative disclosures about market risk for changes in interest rates and foreign exchange risk are incorporated by reference in Item 7A of the Company’s Annual Report on Form 10-K for the year ended September 30, 2004 and have not materially changed since that report was filed except as noted below.

The Company’s export sales have historically been denominated in the Company’s functional currency, the U.S. dollar. In March 2003, the Company entered into a multi-year contract to provide Wheeled Tanker systems to the U.K. Ministry of Defence. This contract, which is included in the Company’s backlog at December 31, 2004 and which calls for deliveries in fiscal 2005 through fiscal 2007, is denominated in British Sterling. Additionally, in connection with this Wheeled Tanker contract, the Company has entered into requirements subcontracts with various third parties. Certain of these subcontracts call for payments in euros and British Sterling. The Company has hedged a significant portion of the forecasted cash flows related to this contract by entering into forward foreign exchange contracts. Any portion of these contractual cash flows that remain unhedged will subject the Company to foreign currency transaction risk and related financial volatility. See “Note 8 to the Condensed Consolidated Financial Statements” for details regarding the Company’s use of forward foreign exchange contracts in connection with the Wheeled Tanker contract and other forecasted purchases and sales denominated in foreign currency.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s management evaluated, with the participation of the Company’s Chairman of the Board, President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the quarter ended December 31, 2004. Based upon their evaluation of these disclosure controls and procedures, the Chairman of the Board, President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the quarter ended December 31, 2004 to ensure that material information relating to the Company, including its consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this Quarterly Report on Form 10-Q was being prepared.

Changes in internal control. There was no change in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2004 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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OSHKOSH TRUCK CORPORATION
PART II. OTHER INFORMATION
FORM 10-Q
December 31, 2004

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In July 1995, the Company’s Board of Directors authorized the repurchase of up to 3,000,000 shares of the Company’s Common Stock. The Company did not repurchase any shares under the authorization during the quarter ended December 31, 2004. As of December 31, 2004, the Company had authority to repurchase 1,615,395 shares of Common Stock under that program. The repurchase authorization does not expire.

Item 6. Exhibits

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SIGNATURES

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

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EXHIBIT INDEX

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