8-K

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

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report
(Date of earliest
event reported):          October 28, 2004

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 October 28, 2004, Oshkosh Truck Corporation (the “Company”) issued a press release (the “Press Release”) announcing its earnings for the fourth quarter and fiscal year ended September 30, 2004 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 October 28, 2004, the Company held a conference call in connection with the Company’s announcement of its earnings for the fourth quarter and fiscal year ended September 30, 2004 and its revised outlook for fiscal 2005. 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 and the Script or provided in the conference call and related question and answer session speaks only as of October 28, 2004. 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 and the Script 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 and the Script, 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 and the Script 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 and the Script 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 and the Script 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 and debt levels, 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 and debt levels, 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 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; a strong U.S. economy and no economic recovery in the European economy; 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, the Company’s various other U.S. Department of Defense contracts and international defense truck contracts; the expected level of U.S. Department of Defense procurement of replacement parts, service and remanufacturing of trucks and funding thereof; the Company’s estimates for capital expenditures of municipalities for fire and emergency and refuse products, of airports for fire and rescue products and of large commercial waste haulers generally and with the Company; the Company’s targets for Geesink Norba Group sales and operating income; 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 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 planned spending on new product development; 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 results that the forward-looking statements contemplate.

        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. The U.S. economy is now in strong recovery and the European economy generally remains weak. 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, profitability and 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. The Company cannot provide any assurance that its restructuring of the Geesink Norba Group will be effective. Furthermore, the recent surge in the Company’s defense business is due in significant part to demand for defense trucks, replacement parts, service and truck remanufacturing arising from the conflict in Iraq. Events such as this are unplanned, and the Company cannot predict how long this conflict will last or the demand for its products that will arise out of such an event. Accordingly, the Company cannot provide any assurance that the increased defense business as a result of this conflict will continue.

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

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• 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.

        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 and BAI Brescia Antincendi International S.r.l and BAI Tecnica S.r.l. (collectively, “BAI”), its pending acquisition of Concrete Equipment, Inc. (CON-E-CO) 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.

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        Rising Steel and Component Costs. The Company uses thousands of tons of steel annually and steel cost increases have a significant impact on production costs for the Company’s trucks and truck bodies. During the last fiscal year, costs have risen sharply for steel and component parts containing steel, with further increases expected in fiscal 2005. A surge in over-the-road truck sales has also created a shortage of certain components the Company utilizes and resulted in periodic delays in receipt of trucks 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 in fiscal 2005. 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 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 date 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:

• 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. During fiscal 2004, the Company’s production costs exceeded expectations and delivery rates were slower than the Company expected.

• 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.

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• 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 potentially may 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 acquisition of BAI, 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 financial condition, profitability and 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 financial condition, profitability and cash flows and may significantly affect the comparability of the Company’s results between financial periods.

        Interruptions in the Supply of Parts and Components. 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. 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 financial condition, profitability and 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 financial condition, profitability and cash flows.

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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 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 October 28, 2004.

(99.2) Script for conference call held October 28, 2004.

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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:  October 28, 2004	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 October 28, 2004

Exhibit
Number

(99.1) Oshkosh Truck Corporation Press Release dated October 28, 2004.

(99.2) Script for conference call held October 28, 2004.

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EX-99.1

O S H K O S H  T R U C K   C O R P O R A T I O N

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 FOURTH QUARTER EPS UP 12.2% to $0.83
AND FISCAL YEAR 2004 EPS UP 44.9% TO $3.13; INCREASES FISCAL 2005
EPS EXPECTATIONS TO $3.45

        OSHKOSH, WIS. (October 28, 2004) – Oshkosh Truck Corporation (NYSE: OSK), a leading manufacturer of specialty trucks and truck bodies, today reported that net income increased 49.2 percent to $112.8 million, or $3.13 per share, on sales of $2,262.3 million for its fiscal year ended September 30, 2004. This compares with net income of $75.6 million, or $2.16 per share, on sales of $1,926.0 million for fiscal 2003. Oshkosh also increased its sales and earnings per share estimates for the full year ending September 30, 2005 from $2,390.0 million to $2,650.0 million and from $3.30 to $3.45 per share, respectively.

        Sales increased 28.1 percent in the fourth quarter of fiscal 2004 to $651.1 million. Operating income increased 13.5 percent to $49.4 million, or 7.6 percent of sales. Net income was up 15.4 percent in the fourth quarter compared to the prior year quarter to $30.0 million, or $0.83 per share. Strong fire and emergency segment earnings offset earnings declines in the defense and commercial segments. Several factors impacted the comparability of results between the fourth quarters of fiscal 2004 and 2003. The Company recognized a cumulative catch-up adjustment of $0.08 per share in the fourth quarter of fiscal 2004 to increase margins from 7.1 percent to 7.6 percent on its multi-year Medium Tactical Vehicle Replacement (“MTVR”) base contract with the U.S. Marine Corps. With respect to the fourth quarter of fiscal 2003, results included a cumulative catch-up adjustment to increase MTVR base contract margins by 1.2% ($0.17 per share) and a favorable income tax audit settlement ($0.10 per share) which were partially offset by charges related to the early retirement of senior subordinated notes ($0.11 per share) and engineering and development costs for the roll-out of the Revolution^® drum ($0.07 per share).

-Continued-

        Robert G. Bohn, chairman, president and chief executive officer, said, “The Company set records in fiscal 2004 for annual sales, operating income and earnings per share despite increased steel costs and stagnant economic conditions in European refuse markets.

        Bohn continued, “The year’s performance represented significant effort by all of our business units and included some standout achievements. The defense business delivered its best year ever in both sales and earnings, with particularly strong parts and service sales. In addition, we believe record incoming order rates in our fire and emergency business signal a return to a healthier municipal budget environment and provide momentum for solid 2005 performance.

        “Within a six month span, we moved forward on three acquisitions. The integration of JerrDan, the tow equipment manufacturer, and BAI, the European fire apparatus maker, is proceeding as anticipated, and we are focused on closing the recently announced CON-E-CO acquisition in early November. We expect all three to contribute to earnings in fiscal 2005, expand our geographic reach and enhance our product offerings in complementary businesses,” said Bohn.

-Continued-

        “In our commercial business, we believe that our Revolution® mixer production process has stabilized, and we have begun to market this product aggressively. We continue to focus on improving our manufacturing efficiencies and cost structure, particularly at McNeilus and the Geesink Norba Group, to lift operating margins as we move into fiscal 2005. Given the robust incoming orders in both our fire and emergency and commercial businesses, the success of these initiatives will dictate how much our earnings increase next fiscal year. Our confidence has led us to raise our EPS estimate above earlier guidance,” continued Bohn.

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

        Defense—Defense sales increased 12.7 percent to $224.5 million for the quarter. Parts and service sales more than doubled during the quarter, offset in part by lower international defense truck sales. Operating income in the fourth quarter declined 4.9 percent to $33.7 million, or 15.0 percent of sales. In the fourth quarter of fiscal 2004, the Company increased its MTVR base contract margins from 7.1 percent to 7.6 percent by a cumulative catch-up adjustment to earnings of $4.6 million. This MTVR base contract margin adjustment reflected lower estimates for material cost escalation and overhead absorption, which were offset in part by higher than expected warranty experience. Operating income for the fourth quarter of fiscal 2004 also benefited from a significantly improved mix of higher-margin parts and service sales. Results in the fourth quarter of fiscal 2003 included a $9.2 million cumulative catch-up adjustment to increase MTVR base contract margins by 1.2 percent.

        Fire and emergency—Fire and emergency segment sales increased 50.4 percent, to $198.7 million for the quarter and associated operating income was up 63.1 percent to $19.0 million, or 9.5 percent of sales. The segment’s improved sales and operating income largely arose from improved orders for fire apparatus and airport products during fiscal 2004 as municipal spending began to recover nationally and as federal homeland security funding became available to states and municipalities. The JerrDan and BAI acquisitions also contributed sales of $35.4 million and operating income of $1.2 million during the fourth quarter of fiscal 2004.

-Continued-

        Commercial—Commercial segment sales increased 30.9 percent to $234.5 million for the quarter. Operating income decreased 21.0 percent to $4.9 million, or 2.1 percent of sales. An operating loss in the Company’s European refuse business, the adverse impact of rapidly rising steel costs in advance of the Company’s selling price increases for its products, excess inventory disposals and additional warranty charges more than offset the benefits of higher sales during the quarter.

        Corporate and other—Corporate and other operating expenses and inter-segment profit elimination decreased $1.6 million to $8.1 million, largely due to lower legal costs. Net interest expense for the quarter decreased $1.5 million compared to the prior year quarter to $1.3 million. Lower interest costs were largely due to lower average borrowings. Non-operating charges in the fourth quarter of fiscal 2003 included a $6.3 million charge related to the early retirement of senior subordinated notes.

        Full Year Results

        The Company reported that net income increased 49.2 percent to $112.8 million, or $3.13 per share, for fiscal 2004 on sales of $2,262.3 million compared to $75.6 million, or $2.16 per share, for fiscal 2003 on sales of $1,926.0 million. Operating income increased 39.6 percent to $180.4 million, or 8.0 percent of sales, in fiscal 2004 compared to $129.2 million, or 6.7 percent of sales, in fiscal 2003.

-Continued-

Dividend Announcement

        Oshkosh Truck Corporation’s Board of Directors declared a quarterly dividend of $0.075 per share for Class A Common Stock and $0.0875 per share for Common Stock. These dividends will be payable November 15, 2004, to shareholders of record as of November 8, 2004.

        Oshkosh Truck Corporation officials will comment on fourth quarter earnings and expectations for fiscal 2005 during a live conference call at 9:30 a.m. Eastern Daylight Time today. 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.

        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^®, Jerr-Dan^®, Geesink, Norba and other 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.

-Continued-

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 success of the launch of the Revolution^® composite concrete mixer drum, the Company’s ability to turn around its European refuse business in light of weak industry conditions, 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, 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; the ability of the Company to achieve cost reductions, in particular at McNeilus and the Geesink Norba Group; production and margin levels under the MTVR contract, the Company’s other various U.S. Department of Defense contracts and international defense truck contracts; the level of U.S. Department of Defense procurement of replacement parts, service and remanufacturing of trucks and funding thereof; capital expenditures of municipalities and large waste haulers; targets for Geesink Norba Group sales and operating income; the ability of the Company to avoid steel and component cost increases based on it supply contracts or recover steel and component cost increases from its customers; interest costs; the ability to integrate acquired businesses; and that the Company does not complete any acquisitions other than the acquisition 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 September 30,						Year Ended September 30,
	2004			2003			2004			2003
	(In thousands, except per share amounts)
Net sales	$	651,074		$	508,114		$	2,262,305		$	1,926,010
Cost of sales		552,838			421,242			1,898,636			1,634,095
Gross income		98,236			86,872			363,669			291,915
Operating expenses:
Selling, general and administrative		46,494			41,693			175,951			156,266
Amortization of purchased intangibles		2,310			1,620			7,308			6,450
Total operating expenses		48,804			43,313			183,259			162,716
Operating income		49,432			43,559			180,410			129,199
Other income (expense):
Interest expense		(1,541	)		(3,316	)		(5,549	)		(13,495	)
Interest income		243			558			1,235			1,358
Miscellaneous, net		(227	)		(6,442	)		452			(6,582	)
		(1,525	)		(9,200	)		(3,862	)		(18,719	)
Income before provision for income taxes,
equity in earnings of unconsolidated
affiliates and minority interest		47,907			34,359			176,548			110,480
Provision for income taxes		18,329			8,953			65,892			37,131
Income before equity in earnings
of unconsolidated affiliates and
minority interest		29,578			25,406			110,656			73,349
Equity in earnings of unconsolidated
affiliates, net of income taxes		503			599			2,219			2,271
Minority interest in earnings		(69	)		--			(69	)		--
Net income	$	30,012		$	26,005		$	112,806		$	75,620
Earnings per share:
Class A Common Stock	$	0.74		$	0.65		$	2.81		$	1.93
Common Stock	$	0.86		$	0.76		$	3.23		$	2.22
Earnings per common share assuming dilution	$	0.83		$	0.74		$	3.13		$	2.16
Weighted average shares outstanding:
Basic:
Class A Common Stock		810			816			812			825
Common Stock		34,312			33,689			34,194			33,274
Assuming dilution		36,070			35,355			35,989			34,985
Cash dividends:
Class A Common Stock	$	0.07500		$	0.05000		$	0.25000		$	0.17500
Common Stock	$	0.08750		$	0.05750		$	0.29000		$	0.20125

Continued

OSHKOSH TRUCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,
	2004			2003
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	30,081		$	19,245
Receivables, net		253,914			159,752
Inventories		368,067			242,076
Prepaid expenses		17,612			10,393
Deferred income taxes		41,033			35,092
Total current assets		710,707			466,558
Investment in unconsolidated affiliates		21,187			21,977
Other long-term assets		26,375			7,852
Property, plant and equipment		316,538			285,270
Less accumulated depreciation		(147,962	)		(138,801	)
Net property, plant and equipment		168,576			146,469
Purchased intangible assets, net		140,506			102,460
Goodwill		385,063			337,816
Total assets	$	1,452,414		$	1,083,132
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	200,290		$	115,739
Floor plan notes payable		25,841			18,730
Customer advances		209,656			164,460
Payroll-related obligations		43,978			33,712
Income taxes		17,575			263
Accrued warranty		35,760			29,172
Other current liabilities		73,842			54,293
Current portion of long-term debt and bank borrowings		72,739			51,625
Total current liabilities		679,681			467,994
Long-term debt		3,209			1,510
Deferred income taxes		66,543			47,619
Other long-term liabilities		64,259			47,146
Commitments and contingencies
Minority interest		2,629			--
Shareholders' equity		636,093			518,863
Total liabilities and shareholders' equity	$	1,452,414		$	1,083,132

Continued

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

	Year Ended September 30,
	2004			2003
	(In thousands)
Operating activities:
Net income	$	112,806		$	75,620
Non-cash and other adjustments		24,988			29,952
Changes in operating assets and liabilities		(2,878	)		(306	)
Net cash provided from operating activities		134,916			105,266
Investing activities:
Acquisition of businesses, net of cash acquired		(87,489	)		--
Additions to property, plant and equipment		(29,950	)		(24,673	)
Proceeds from sale of assets		172			3,777
Increase in other long-term assets		(11,149	)		(7,286	)
Net cash used for investing activities		(128,416	)		(28,182	)
Financing activities:
Net borrowings under bank facilities		10,063			51,400
Proceeds from issuance of long-term debt		965			--
Repayment of long-term debt		(1,927	)		(148,247	)
Debt issuance costs		(1,342	)		--
Early extinguishment of debt		--			(4,658	)
Dividends paid		(9,106	)		(6,390	)
Other		4,574			9,565
Net cash provided from (used for) financing activities		3,227			(98,330	)
Effect of exchange rate changes on cash		1,109			452
Increase (decrease) in cash and cash equivalents		10,836			(20,794	)
Cash and cash equivalents at beginning of year		19,245			40,039
Cash and cash equivalents at end of year	$	30,081		$	19,245
Supplementary disclosure:
Depreciation and amortization	$	27,961		$	26,120

Continued

OSHKOSH TRUCK CORPORATION
SEGMENT INFORMATION
(Unaudited)

	Three Months Ended September 30,						Year Ended September 30,
	2004			2003			2004			2003
	(In thousands)
Net sales to unaffiliated customers:
Commercial	$	234,492		$	179,144		$	907,309		$	741,878
Fire and emergency		198,662			132,068			599,734			534,955
Defense		224,484			199,155			774,059			657,094
Intersegment eliminations		(6,564	)		(2,253	)		(18,797	)		(7,917	)
Consolidated	$	651,074		$	508,114		$	2,262,305		$	1,926,010
Operating income (expense):
Commercial	$	4,853		$	6,141		$	34,838		$	40,188
Fire and emergency		18,954			11,619			54,957			52,072
Defense		33,714			35,458			127,859			68,697
Corporate and other		(8,089	)		(9,659	)		(37,244	)		(31,758	)
Consolidated	$	49,432		$	43,559		$	180,410		$	129,199
Period-end backlog:
Commercial							$	191,548		$	147,132
Fire and emergency								470,720			322,901
Defense								888,714			734,534
Consolidated							$	1,550,982		$	1,204,567

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EX-99.2

Fourth Quarter 2004 Earnings
Conference Call
October 28, 2004
8:30 a.m. CDT

Charlie

Welcome, and thank you for joining us today for our fourth quarter earnings conference call.

Our remarks that follow, including answers to your questions, include statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements are subject to risks that could cause actual results to be materially different. Those risks include, among others, matters that we have described in our Form 8-K filed with the SEC this morning and other filings with the SEC. Except as described in the Form 8-K, we disclaim any obligation to update these forward-looking statements, which may not be updated until our next quarterly earnings conference call, if at all.

Also, please note that today we will occasionally refer to estimates from our July 27, 2004 earnings conference call as our “previous estimates.”

Bob, please lead off.

Bob

Good morning everyone. Thanks for joining us to discuss our results for fiscal 2004. We’ll walk you through the performance of our business segments, update you on recent developments and talk about our latest acquisitions.

But first, some perspective on the year. From a financial standpoint, our performance in fiscal 2004 was the best in Oshkosh’s history. We set records for sales, operating income, net income and EPS.

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• Sales reached $2.262 billion, up 17.5%

• Operating income grew to $180.4 million, up 39.6%, accounting for 8.0% of sales

• Net income totaled $112.8 million, up 49.2%

• And EPS reached $3.13, up 44.9% and surpassing our previous estimate of $3.00 per share

Operationally, we moved forward, after prudent deliberation and due diligence, with three acquisitions within the last four months. We were able to close on two of them — JerrDan and BAI — requiring cash and borrowings totaling $113.7 million, and still close the year with debt at $75.9 million. We believe that provides us with the flexibility to keep pushing ahead on our acquisitions strategy in fiscal 2005.

We plan to close the third acquisition, for CON-E-CO, the concrete batch plant manufacturer, for $18.8 million next week. That will give us a full batch plant lineup, now including large-scale plants, and extends our single-source strategy for the industry. The integration of JerrDan and BAI is proceeding smoothly and we will work to make all three acquisitions accretive in 2005.

Even a year of significant achievement is not without its disappointments, and our defense business not landing the UK Support Vehicle contract certainly qualifies as a major one. If passion and dedication had determined the winner, this team would have brought the contract home. Unfortunately, sometimes, even when you provide an exceptional technical and price proposal, the other guy still wins, and that was the case here. Now it’s time to move on. We believe our defense business is strong, and that we have excellent long-term opportunities both domestically and internationally. I’ll talk more about this in a few minutes.

As you are aware, all of our businesses were impacted by the continued rise in steel costs. Just as our markets were rebounding, steel hikes nicked us for $0.17 per share during fiscal 2004 — despite several price surcharges that we levied during the year.

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We don’t anticipate steel costs to go down anytime soon. We expect unrecovered steel cost increases could cost us $0.35 EPS in fiscal 2005. We are continually assessing our pricing strategy and are levying surcharges as we can to deal with the situation. Across our product lines, we’ve raised our selling prices in a range of 4.5% to 9.0% in fiscal 2004 in response to this situation, and we’re contemplating another round of increases to take effect shortly. The dilemma is that many of our competitors haven’t made the same moves and it’s a challenge to sustain these higher price levels.

That being said, we are quite pleased with the company’s fiscal 2004 performance and believe it provides excellent fuel to move full throttle into 2005. And, there are a number of developments that make us optimistic.

I’ll start with our defense business.

Defense

Our US business has never been stronger and continues to benefit from requirements associated with Operation Iraqi Freedom.

In terms of rebuilding the Army’s fleet, we now have a four-year, fixed price contract covering our heavy trucks that were damaged in Iraq. We’ve only begun to see the funding associated with the total operational requirements on this program and upcoming supplemental funding bills could add to this contract.

For the Marine Corps, we don’t yet have a rebuild contract in place, but we believe they have damaged MTVRs that may need repair.

In addition, there has been a renewed emphasis on armoring logistics fleets as indicated by our $144.6 million contract, which is funded at the 50% level, from the Marine Corps to provide MTVR armor kits. We’ve also been armoring our heavy trucks and other vehicles in theater for the Army since March. Eventually, we believe there is an opportunity to armor a percentage of the trucks produced on our moving assembly line every day.

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And, as has been the case for the past two years, defense parts and service continues to offer upside potential. There is a significant service potential arising from the heavy usage of tactical vehicles in Iraq.

Now let’s turn to the Fire and Emergency Segment.

Fire and Emergency

Domestic municipal markets have improved. Market share gains, homeland security market development, improving municipal budgets and a trend toward complex, high-end apparatus drove an exceptional order rate for Pierce. Fire apparatus orders reached all time highs in fiscal 2004, which we expect will result in strong shipments and earnings for the majority of fiscal 2005. We expect strong order rates to continue, and we’ll work to maintain our innovation leadership status to help drive sales.

Commercial

Moving to the Commercial business, you’ll recall it’s divided into refuse hauling and concrete placement. In the refuse industry, municipal spending is on the rise, and the Big Three haulers have reported plans to increase their capital spending as well. At all three, we’re poised to meet any surge in demand.

We estimate European municipal markets experienced a downturn of 15% in 2004, following a 5% downturn in 2003. We also believe that selling prices declined in several countries across Europe. This, compounded by significant investments to convert our Emmeloord operations for production of our new-style, smooth-sided refuse bodies, led the Geesink Norba Group to report a loss. However, Geesink Norba Group’s plants are more efficient following installation of new moving lines in The Netherlands. And, we’ve only begun to realize sales opportunities for the new smooth-sided bodies and the new Valu€Pak line of value-priced rear loaders.

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At this point we don’t see recovery in the refuse market across Europe as a whole. We will aggressively promote our Valu€Pak line built in Romania to help drive revenues.

I must say that McNeilus significantly underperformed this year. They didn’t ramp up production effectively to support the peak sales season. We were unable to raise selling prices fast enough to offset steel and component cost increases. The Revolution® launch faltered and didn’t deliver the sales and earnings we expected. And, their profitability was unacceptably low.

We have taken important steps that we expect will turn McNeilus around.

First, we installed an outstanding new president, Mike Wuest, and hired new operations personnel with exceptional expertise in lean.

Second, we introduced lean principles during the last six months to help them to streamline their production processes, reduce inventories and eliminate waste. We’ve conducted numerous focused improvement events at McNeilus’ main production facility and the Revolution facility. That’s reduced lead times and we’re on time with our deliveries again. It’s also freed production space so we can insource more fabrications at lower costs. Our fourth quarter results did suffer because of initial lean implementation costs, but most of those costs are now behind us. At this point, we believe McNeilus’ operations are poised for increased profitability in fiscal 2005.

Third, we’ve increased our selling prices on multiple occasions to attempt to recover the rapidly rising steel costs experienced in fiscal 2004. We are also contemplating further selling price increases to take effect shortly.

Fourth, regarding the Revolution drum, in the past few months, we have developed and tested a new, smoother surface finish and we’ve stabilized our production process control issues that were impacting the consistency of our composites. We’ve been waiting for the moment when all of our process problems were behind us and we could finally turn our sales force on. That moment arrived this month. We believe they’re the best sales team in the business and they are now moving ahead full throttle in promoting the Revolution drum. We expect it will be a few more months until we achieve our material cost target, but the sales effort is in full swing and gaining momentum. Overall, we’re very pleased with the product’s status.

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Beyond that, fiscal 2005 looks to be a solid year for demand for concrete mixers, and fiscal 2006 may see an increase in the market, ahead of changes in engine emission standards that become effective January 2007.

Taking a holistic view of fiscal 2005, we have increased our EPS estimate to $3.45 per share, or 10.2% ahead of fiscal 2004. Our previous estimate was $3.30.

Charlie, please provide details of our fourth quarter results and of our estimates for fiscal 2005.

Charlie

Good morning.

During the fourth quarter, the Company’s fire and emergency segment stepped up to be the driving force in our earnings. Looking to fiscal 2005, we again expect our fire and emergency segment, along with our commercial segment, to push our earnings forward, while we expect our defense business to remain strong and offer upside potential if funding becomes available to fully meet the operational requirements of the Iraq conflict.

Fourth Quarter Results

For the fourth quarter, consolidated sales were up 28.1% compared to last year, with consolidated operating income up 13.5% compared to last year. EPS rose 12.2% during the fourth quarter.

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There were several factors impacting the comparability of results between the fourth quarters of fiscal 2004 and 2003 that were highlighted in our earnings press release this morning. I’ll address them while reviewing individual business segment results, starting now with defense.

Defense

Our defense parts and service sales more than doubled during the fourth quarter, largely due to requirements related to Operation Iraqi Freedom. This led to a rise in our defense sales of 12.7% to $224.5 million in spite of lower international defense truck sales. Year-over-year operating income declined 4.9% to $33.7 million in the fourth quarter. A larger cumulative catch-up adjustment to MTVR base contract margins in the fourth quarter of fiscal 2003 than in the fourth quarter of fiscal 2004 drove the earnings decline in this segment. In the fourth quarter of fiscal 2003, the Company recorded a $9.2 million cumulative catch-up adjustment to increase MTVR base contract margins by 1.2%. In the fourth quarter of fiscal 2004, the Company raised its MTVR base contract margins by 0.5% to 7.6%, recognizing a cumulative catch-up adjustment to increase earnings by $4.6 million. The MTVR contract margin adjustment in the fourth quarter of fiscal 2004 reflected lower estimates for material cost escalation than expected at the current low production rate under the contract and improved overhead absorption related to higher defense production volumes than expected resulting from increased business related to the conflict in Iraq, which were offset in part by higher than expected warranty experience.

Defense operating income performance in the fourth quarter exceeded our previous estimates by $13.4 million. In addition to the MTVR adjustment of $4.6 million, the improved performance versus estimates arose due to higher sales than previous estimates, certain favorable contract negotiations and better than anticipated cost performance.

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Fire and Emergency

The Company’s fire and emergency segment had an outstanding quarter. Sales increased 50.4% to $198.7 million in the fourth quarter. The JerrDan and BAI acquisitions contributed $35.4 million in sales during the fourth quarter. Sales rose 23.6% for our other business units in this segment in the quarter as the Company began to benefit, as anticipated, from substantially higher order rates for fire apparatus and airport products in fiscal 2004 as municipal spending began to recover nationally and as federal homeland security funding became available to states and municipalities. We believe that municipal orders for fire apparatus, especially homeland security apparatus, began to recover strongly during fiscal 2004 and we believe this trend should also benefit fiscal 2005 results.

Operating income rose 63.1% to $19.0 million, or 9.5% of sales, in the fourth quarter, slightly below our previous estimates. The JerrDan and BAI acquisitions contributed operating income of $1.2 million during the fourth quarter. Operating income for our other business units in the segment increased 52.9% during the fourth quarter, largely reflecting the higher sales level, but also a favorable product mix and improved overhead absorption resulting from the higher sales volume.

Effective mid-October, we again raised fire apparatus prices in response to the significant steel cost increases described by Bob. This time, the rise in orders prior to the effective date of the price increase was smaller than the surge experienced in the third quarter of fiscal 2004, and most of the rise occurred in October, subsequent to the close of our fiscal year. But, overall, order rates were strong all fiscal year, driving Pierce’s backlog up 37.1% at September 30, 2004 compared to the prior year.

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Commercial

Looking at the commercial segment, compared to the prior year, sales were up 30.9% in the fourth quarter to $234.5 million, but operating income was down 21.0% to $4.9 million. Prior year results included approximately $4.0 million of engineering and development expenses for the roll-out of the Revolution drum.

Concrete placement sales surged 54.6% in the fourth quarter, while domestic refuse sales rose 25.5%. Conversely, European refuse sales declined 12.8% in U.S. dollars but were down 20.4% in local currency during the fourth quarter as market conditions remained weak in Europe.

Given the more than thirty percent sales increase in the quarter, our earnings should have improved by at least a similar percentage, but an operating loss in European refuse more than offset slightly improved concrete placement and domestic refuse operating income. We anticipated the loss in European refuse, which reflected both weak market conditions and a seasonally slow period for sales due to extended holiday periods in Europe in July and August. Unrecovered steel cost increases totaled over $2.6 million in the commercial segment in the fourth quarter. That alone was more than the total decline in operating income in the segment during the quarter. In addition, we spent heavily to roll out lean training during the quarter. We believe the lean team’s work contributed significantly to excess inventory disposals totaling $1.2 million in the fourth quarter. We also increased warranty accruals during the fourth quarter. Compared to previous estimates, commercial segment operating income came up $6.2 million short, largely due to the reasons just described.

Now, based on the benefits of the lean and pricing initiatives Bob referred to earlier and generally strong backlogs, we expect commercial segment performance to stabilize in the first quarter of fiscal 2005 and then improve sharply as these initiatives take hold. At September 30, rear-discharge unit backlog was up 41.3% compared to prior year levels, while our front-discharge unit backlog was up 49.7%. Our domestic refuse unit backlog was down 2.0% at September 30, 2004 compared to prior year levels, while Geesink Norba’s unit backlog was up 3.0% compared to prior year levels.

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Corporate

At corporate, our operating expenses were down $1.6 million in the fourth quarter compared to the prior year primarily due to lower legal costs. Net interest costs declined $1.5 million during the fourth quarter due to lower average borrowings. Results in the fourth quarter of fiscal 2003 were adversely impacted by a $6.3 million charge related to the early retirement of previously outstanding senior subordinated notes.

Taxes

With respect to income taxes, the Company’s effective income tax rate in fiscal 2003 was favorably impacted by an income tax audit settlement that increased earnings by $0.10 per share.

Fiscal 2005 Outlook

Turning to our fiscal 2005 outlook, we are assuming no additional acquisitions in the estimates that follow other than CON-E-CO, which we expect to close shortly.

We are estimating consolidated sales of $2.65 billion, up 17.1% from fiscal 2004 sales. We expect fire and emergency sales to be up 36.7% to $820.0 million. We expect sales contributions from the JerrDan and BAI acquisitions to grow from $35.4 million in fiscal 2004 to $170.0 million in fiscal 2005 due to inclusion of their results for a full year. The remaining sales growth of $85.7 million in this segment represents an expected growth rate of approximately 15.2% for other businesses in the segment. Our fire and emergency sales estimate is up $35.0 million from previous estimates, due to an improving order trend described earlier.

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We expect defense sales to increase $125.9 million, or 16.3%, to $900.0 million in fiscal 2005. That’s up sharply from our previous estimate of $730.0 million for fiscal 2005. Over the last thirty days, we announced the signing of two contracts that significantly impacted this estimate increase. We announced a contract to provide the U.S. Marine Corps with kits to armor and air condition MTVR trucks operating in Iraq. We also announced a four-year, fixed-price contract for the U.S. Army to rebuild our heavy-payload trucks damaged in Iraq. We reflected our funding estimates for these contracts in our new defense sales estimate for fiscal 2005. Lastly, we have increased our estimate of our parts and service sales in fiscal 2005.

In the commercial segment, we are projecting sales growth of 4.2% to $945.0 million. We are estimating that CON-E-CO will contribute nearly $25.0 million to sales in this segment in fiscal 2005. Following significant sales growth in fiscal 2004, we are projecting modest sales growth of approximately 6.0% in concrete placement and 4.0% in domestic refuse. Our concrete placement sales estimate includes the sale of an estimated 1,000 Revolution^® drums, up from 411 in fiscal 2004. We are estimating slightly lower European refuse sales in fiscal 2005.

By quarter in fiscal 2005, we believe these sales expectations would result in consolidated sales of approximately $598.0 million in the first quarter, $612.0 million in the second quarter, $757.0 million in the third quarter and $683.0 million in the fourth quarter.

With respect to operating income, we are projecting consolidated operating income to be up about 14.7% to $207.0 million, or 7.8% of sales, in fiscal 2005. By segment, we are projecting fire and emergency operating income to grow 43.7% to $79.0 million, or 9.6% of sales, in fiscal 2005. That’s unchanged from our previous estimate. We expect the contributions to operating income associated with the JerrDan and BAI acquisitions to grow $16.3 million from $1.2 million in fiscal 2004 to $17.5 million, or 10.3% of sales, in fiscal 2005 due to inclusion of their results for a full year. We estimate that depreciation and amortization associated with these acquisitions will approximate $2.2 million in fiscal 2005. We expect the operating income of our other fire and emergency businesses to grow approximately 14.4%, or $7.7 million, in fiscal 2005.

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In defense, we estimate that operating income will decline 10.1%, or $12.9 million, to $115.0 million in fiscal 2005, an improvement of $15.0 million from our previous estimate. Our defense operating income estimate in fiscal 2005 assumes MTVR base contract margins of 7.6%. In fiscal 2004, cumulative catch-up adjustments to increase MTVR contract margins in the first, third and fourth quarters added $19.5 million of operating income. Our estimates for fiscal 2005 assume no such margin adjustments. We do expect our operating income margins in the defense segment to benefit in fiscal 2005 from an improved product mix, in spite of significant unrecovered steel cost increases.

Lastly, in the commercial segment, we project operating income to increase 55.0% in fiscal 2005 to $54.0 million. That’s down $5.0 million from our previous estimate due to a more cautious outlook generally, and the estimate now includes a $2.0 million expected contribution to operating income from CON-E-CO. We estimate that CON-E-CO’s depreciation and amortization will approximate $0.5 million in fiscal 2005. We are projecting concrete placement and domestic refuse operating income to each grow approximately 40.0% due to estimated improvements in product mix and lower manufacturing costs. We continue to project that the Geesink Norba Group returns to modest profitability on slightly lower sales in fiscal 2005 due to manufacturing efficiencies we anticipate following the streamlining of manufacturing processes in fiscal 2004.

We expect corporate expenses to increase to approximately $41.0 million in fiscal 2005 based on personnel cost increases and other expense increases. That’s up from our previous estimate of $37.0 million. We are projecting net interest costs and other income and expense items to increase to $7.0 million in fiscal 2005 due to higher average borrowings resulting from acquisitions.

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These estimates, assuming an effective tax rate of 37.0%, $2.0 million of equity in earnings of our leasing partnership and $0.5 million of minority interest in earnings of BAI, lead to a net income estimate of $127.6 million for fiscal 2005. Assuming 37,000,000 average diluted shares outstanding in fiscal 2005, we expect EPS to grow 10.2% to $3.45. This estimate reflects a $0.35 adverse impact from unrecovered steel cost increases.

By quarter, we expect net income to approximate $25.9 million in quarter one, $23.4 million in quarter two, $39.7 million in quarter three and $38.6 million in quarter four. Again, assuming 37,000,000 average diluted shares outstanding for the year, these net income estimates would translate to earnings per share estimates of $0.71 in quarter one, $0.64 in quarter two, $1.07 in quarter three and $1.02 in quarter four.

These quarterly earnings estimates reflect substantially lower earnings per share in the first quarter, relatively flat earnings per share in the second quarter and significantly higher earnings per share in the second half of fiscal 2005 compared to fiscal 2004. In the first half of fiscal 2005, we expect a weaker mix of Family of Heavy Tactical Vehicle contract and international defense truck sales. Also, earnings in the first quarter of fiscal 2004 included an adjustment to increase MTVR margins. In the second half of fiscal 2005, we expect sales to commence under the U.K. Wheeled Tanker and MTVR armoring contracts and Geesink Norba Group earnings to improve compared to prior year levels. We also anticipate fire and emergency and domestic commercial earnings improving progressively during fiscal 2005.

What key risks are involved in our estimates? We may not be able to improve McNeilus and Geesink Norba Group earnings and 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 truck sales or truck overhaul orders with the U.S. Department of Defense arising from the conflict in Iraq and the opportunity to improve MTVR margins should manufacturing costs continue to improve. Please review our Form 8-K filed today for other potential risk factors.

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From a financial position standpoint, assuming no acquisitions other than CON-E-CO, we estimate that debt will improve slightly from our previous estimates in spite of the anticipated CON-E-CO acquisition. We expect debt to increase to $100.0 million at December 31, 2004 and $110.0 million at March 31, 2005 due to seasonal working capital demands and then decline to $65.0 million at June 30, 2005 and $20.0 million at September 30, 2005. We expect capital spending to approximate $30 million in fiscal 2005, much of which will continue to support the continued rollout of the Revolution^® composite mixer drum. And, we continue to actively pursue additional acquisitions, which may require further cash resources.

Bob will close our prepared remarks.

Bob

We appreciate your time and interest today. We’re proud of our performance this past year and are quite optimistic about fiscal 2005. Our balance sheet is nicely delevered so we expect to continue to target acquisitions. We plan to expand our lean initiative throughout the organization and move each of our businesses forward full throttle.

Operator, please begin the question and answer period.

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