As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 3/01/05  JLG Industries Inc                424B5                  1:94                                     950133

Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Jlg Industries, Inc.                                HTML    610K 

The underwriters may also purchase up to an additional 705,000 shares of common stock from us at the public offering price, less underwriting discounts and commissions payable by us, to cover over-allotments, if any, within 30 days from the date of this prospectus supplement. If the underwriters exercise the option in full, the total underwriting discounts and commissions will be $                    , and the total proceeds, before expenses, to us will be $                    .

Sole Lead Manager

You should rely only on the information included or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized anyone to provide you with additional or different information. We are not, and the underwriters are not, offering to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. Generally, when we refer only to the “prospectus”, we are referring to both parts combined.

If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement. This prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference include important information about us, the shares being offered and other information you should know before investing. You should read this prospectus supplement and the accompanying prospectus as well as additional information described under “Where you can find more information” in the accompanying prospectus before investing in our common stock.

All references to “JLG”, the “Company”, “us” and “we” in this prospectus supplement and the accompanying prospectus mean, unless the context indicates otherwise, JLG Industries, Inc. together with its consolidated subsidiaries. All references in this prospectus supplement to our consolidated financial statements include, unless the context indicates otherwise, the related notes. The market data included or incorporated by reference in this prospectus supplement and the accompanying prospectus, including growth rates and information relating to our relative position in the industries we serve, are based on internal surveys, market research, publicly available information and industry publications. Although we believe that such independent sources are reliable, we have not independently verified the information contained in them. The financial statements of our foreign operations are measured in their local currency and then translated into US dollars. All balance sheet accounts have been translated using the current rate of exchange at the balance sheet date. Results of operations have been translated using the average rates prevailing throughout the year.

We operate primarily in the access segment of the global construction, maintenance, and industrial equipment industry. We define the access segment as aerial work platforms and telehandlers. Demand for these products is greatest among industrialized economies where productivity and safety are valued. Consequently, the largest markets for access equipment are North America, Western Europe and the developed markets of Asia and the Pacific Rim. Manufacturers sell access equipment to equipment rental companies and independent equipment distributors. Equipment rental companies rent the equipment to a broad range of end-users and equipment distributors resell the equipment to end-users and other customers. Aerial work platforms reach end-users predominantly through the equipment rental channel. Telehandlers reach end-users through both the equipment rental and equipment distribution channels. Additionally, home improvement centers are a smaller, but growing channel for specialized access equipment targeted at small contractors and other home improvement professionals. Home improvement centers and other big box retailers also present significant opportunities for “behind the wall” sales of access products for stock-picking and other in-store applications.

The North American equipment rental industry has been consolidating since the mid-1990s resulting in a number of larger national and regional companies. The consolidation in the equipment rental industry has contributed to a significant reduction in the number of access equipment manufacturers as the larger equipment rental companies have sought to reduce the number of suppliers from which they purchase equipment. Since 1997, the number of significant North American and European broad-line aerial work platform manufacturers has decreased from 11 to three, and the number of significant North American and European telehandler manufacturers has decreased from 13 to eight. We believe this consolidation has positioned us and the other remaining access equipment manufacturers to generate improved returns from stronger market shares and the associated purchasing and production economies.

We believe the following strengths differentiate us from our competitors:

Market Leading Positions. Based on gross revenues, we believe we have the number one market position in aerial work platforms and telehandlers in the United States and the number one and number three market positions, respectively, worldwide. In addition, our telescoping excavator product line includes the leading product in the highway-speed wheel-mounted excavator niche market in North America. Our market leading positions are supported by our well established and widely recognized JLG, SkyTrak, Lull and Gradall brands.

A Preferred Supplier to Major Rental Companies. Most large equipment rental companies seek to have at least two preferred suppliers for each type of equipment they purchase. We are a preferred supplier to the top ten access equipment rental companies listed on the Rental Equipment Register and also to many regional rental companies. We have benefited from the consolidation among rental companies by maintaining and enhancing our existing relationships with industry leaders while also developing new relationships.

Strong Telehandler Position Supports Sales of Aerial Work Platforms. End-users of telehandlers are typically skilled operators that have been trained on a particular manufacturer’s equipment and these operators typically have a strong preference for a particular brand of telehandler. Most equipment rental companies rent both aerial work platforms and telehandlers and we use end-users’ preferences for our telehandlers in marketing to rental companies to support sales of our aerial work platforms.

Focus on New Product Development. We are focused on developing new products as well as expanding the functionality and lowering the cost of our existing products. Over the past three and one-half fiscal years through January 30, 2005, we have invested a total of $63 million in product development which we believe has resulted in a product portfolio that is among the most comprehensive and technologically advanced in the access industry. We believe the breadth and

Superior Customer Service. One way we have built our brand equity is by delivering superior customer service. We believe we have industry leading service programs, including our customer training programs, Internet-based parts ordering and warranty processing, Internet access to technical manuals, telephone service lines, dedicated regional service personnel and programs for extended warranties. Our new pilot ServicePLUS^tm operation in Houston offers customers equipment service and maintenance in the field and Access Financial Solutions, among other things, arranges third-party financing solutions for our customers. In addition, we are the only access equipment manufacturer with dedicated remanufacturing facilities in both North America and Europe for refurbishing and remarketing previously owned equipment with like-new warranties.

Efficiency and Excellence in Manufacturing. We have a long record of manufacturing efficiency and excellence evidenced during the 1990s by our ISO certifications and our McConnellsburg, Pennsylvania facility being recognized in 1999 as one of the top 10 manufacturing plants in North America by IndustryWeek magazine. We take a continuous improvement approach to manufacturing processes and strategic outsourcing of components with the objective of lowering our manufacturing costs through better utilization of existing floor space and increased throughput capacity. For example, following the acquisition of the OmniQuip® business unit (“OmniQuip”) of Textron Inc. in August 2003, we consolidated our North American manufacturing operations from 13 facilities totaling 2.6 million square feet into seven facilities totaling 1.4 million square feet, while simultaneously increasing our overall throughput and versatility of our production lines to accommodate a variety of models. These actions allowed us to consolidate assembly of all four of our North American commercial telehandler brands and our military telehandler designs with our larger aerial products into a single facility which substantially reduced our costs, while retaining sufficient additional capacity within current building footprints to accommodate growth.

Global Presence. We sell our aerial work platforms, telehandlers and excavators through a network of 25 sales and service offices located on six continents. For fiscal 2004, 2003 and 2002, we derived $270.3 million, $204.6 million and $213.8 million, respectively, of our revenues outside of the United States, representing 23%, 27% and 28% of our total revenues, respectively.

Experienced Management Team. Our senior management team has broad industry knowledge and proven track records at JLG and as executives at other manufacturing companies. Members of our senior management team have an average of 29 years in leadership positions in manufacturing companies and an average of 13 years with JLG.

Become the Global Leader in Aerial Work Platforms and Telehandlers. Our strategy is to expand our number one global market position in aerial work platforms and to grow our number one market position in telehandlers in North America to a number one market position globally over the next several years. To this end, we will continue to promote our brands, invest in new product development, and target particular geographic areas and industry sectors through strategic marketing programs. We also will focus on expanding our non-rental company distribution channels while maintaining our core strength in our traditional rental company channel.

Grow Sales of Telehandlers in Europe. Approximately two times as many telehandlers are sold in Europe than in North America, but our share of the European telehandler market is significantly smaller than our share of the North American telehandler market. Our strategy is to increase our sales of telehandlers in Europe by leveraging our existing aerial work platform distribution network and by

You should carefully consider the risk factors set forth below and all other information contained in this prospectus supplement and the prospectus, including the documents incorporated by reference and the matters discussed under “Forward-looking statements” on page S-18, before making any decision regarding an investment in our common stock. If any of the events contemplated by the following risks actually occur, then our business, financial condition or results of operations could be materially adversely affected. As a result of these and other factors, the value of our common stock could decline, and you may lose all or part of your investment.

Our business is highly cyclical and seasonal.

Historically, sales of our products have been subject to cyclical variations caused by changes in general economic conditions. The demand for our products reflects the capital investment decisions of our customers, which depend upon the general economic conditions of the markets that our customers serve, including, particularly, the construction and industrial sectors of the North American, European and developed Asian and Pacific Rim economies. During periods of expansion in construction and industrial activity, we generally have benefited from increased demand for our products. Conversely, downward economic cycles in construction and industrial activities result in reductions in sales and pricing of our products, which may reduce our profits and cash flow. During economic downturns, customers also tend to delay purchases of new products. In addition, our business is highly seasonal with the majority of our sales occurring in the spring and summer months which constitute the traditional construction season. The cyclical and seasonal nature of our business could at times adversely affect our liquidity and ability to borrow under our credit facilities.

Our principal customers are equipment rental companies that purchase our equipment and rent it to end-users. In recent years, there has been substantial consolidation among rental companies, particularly in North America, which is our largest market. A limited number of these companies account for a substantial majority of our sales. Some of these large customers are burdened by substantial debt and have limited liquidity, which has recently constrained their ability to purchase additional equipment and has contributed to their decisions to significantly reduce capital spending. Purchasing patterns by some of these large customers also can be erratic with large volume purchases during one period followed by periods of limited purchasing activity. Any substantial change in purchasing decisions by one or more of our major customers, whether due to actions by our competitors, customer financial constraints or otherwise, could have an adverse effect on our business. In addition, the reduction of the number of customers has increased competition, in particular on the basis of pricing. Finally, our ability to sell to rental companies is based in part on our status as a preferred supplier. If we lose that status because of our products, service, pricing, delivery capabilities or otherwise, our business may be materially and adversely affected.

We compete in a highly competitive industry. To compete successfully, our products must excel in terms of quality, price, breadth of product line, efficiency of use and maintenance costs, safety and comfort, and we must also provide excellent customer service. The greater financial resources of certain of our competitors and their ability to provide additional customer financing or pricing

We are significantly leveraged and substantially all of our assets are subject to liens to secure our outstanding indebtedness. We will require substantial amounts of cash to fund scheduled payments of principal and interest on our indebtedness, future capital expenditures and any increased working capital requirements. Our ability to make scheduled payments on our debt obligations will depend upon our future operating performance and, if we do not generate sufficient cash from our operations, on our ability to obtain additional debt or equity financing. Prevailing economic conditions and financial, business and other factors, many of which are beyond our control, will affect our ability to make these payments. If in the future we cannot generate sufficient cash from operations to meet our obligations, we will need to refinance, obtain additional financing or sell assets, and there is no assurance that these or other options will be available to us on a timely basis.

The covenants under our credit facilities impose operating and financial restrictions on us. These restrictions will limit our ability, among other things, to:

In addition, our credit facilities require us to maintain specified financial ratios. These covenants may adversely affect our ability to finance our future operations or capital needs or to pursue available business opportunities. A breach of these covenants or our inability to maintain the required financial ratios could result in a default on our indebtedness. If a default occurs, the relevant lenders could declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and could proceed against our assets that secure that indebtedness.

Availability and cost of financing are significant factors that affect demand for our products. Many of our customers can purchase equipment only when financing is available to them at a reasonable cost. Some of our customers are unable to obtain from banks or other third-party credit providers all of the financing needed to fully fund their entire demand of our equipment. We offer a variety of financing and credit support programs and terms to our customers. These include open account sales, installment sales, finance leases, direct loans, guarantees, other investments, or other credit enhancements of financing provided to our customers by third parties. Our financing and credit support transactions

Due to our size and capital constraints, we may not be able to fund or otherwise satisfy all credit requests by our customers, which could adversely affect our future sales. Our ability to continue to meet customer credit needs depends largely on our ability to generate funds by monetizing finance receivables, either by selling them to a third party or by getting a loan from a third party secured by such finance receivables, or our ability through credit enhancements or otherwise to induce third parties to extend credit to our customers. Factors that may affect our prospects for completing such monetization transactions include the credit quality and customer concentration of our existing and future portfolios of finance receivables, market availability for such transactions and current and potential changes in accounting rules that may impact the accounting treatment of monetization transactions. As with financing provided by third parties in which we offer credit enhancement, in some monetizations of finance receivables we expect the third party to have limited recourse to us. If we are unable to generate funds through these or other types of monetization transactions, or otherwise induce third parties to satisfy customer credit demands, we may be unable to sustain our future business plan.

We evaluate the collectibility of open accounts, finance receivables, notes receivables and our guarantees of indebtness of others based on a combination of factors and establish reserves based on our estimates of potential losses. In circumstances where we believe it is probable that a specific customer will have difficulty meeting its financial obligations, a specific reserve is recorded to reduce the net recognized receivable to the amount we expect to collect, and/ or recognize a liability for a guarantee we expect to pay, taking into account any amounts that we would anticipate realizing if we are forced to take action against the equipment that supports the customer’s financial obligations to us. For example, as of January 30, 2005, one of our major customers had a net credit exposure to us with respect to certain notes receivable and guarantees of indebtness net of our estimate of the collateral value of the equipment securing the guarantees totaling $16.8 million for which we have recorded a $7.4 million reserve. If we experience losses on this receivable or guarantee in excess of this reserve, our earnings will be negatively impacted. We also establish additional reserves based upon our perception of the quality of the current receivables, the current financial position of our customers and past experience of collectibility. The historical loss experience of our finance receivables portfolio is limited, however, and therefore may not be indicative of future losses. If the financial condition of our customers were to deteriorate or we do not realize the full amount of any anticipated proceeds from the sale of the equipment supporting our customers’ financial obligations to us, we may incur losses in excess of our reserves.

We provide our customers a warranty covering workmanship, and in some cases, materials on products we manufacture or remanufacture. Our warranty generally provides that our products will be free from defects for periods ranging from 12 months to 60 months. If a product fails to comply with

Our business exposes us to possible claims for personal injury or death and property damage resulting from the use of equipment that we rent or sell. We maintain insurance through a combination of self-insurance retentions and excess insurance coverage. We monitor claims and potential claims of which we become aware and establish accrued liability reserves for the self-insurance amounts based on our liability estimates for such claims. We cannot give any assurance that existing or future claims will not exceed our estimates for self-insurance or the amount of our excess insurance coverage. In addition, we cannot give any assurance that insurance will continue to be available to us on economically reasonable terms or that our insurers would not require us to increase our self-insurance amounts.

In the manufacture of our products, we use large amounts of raw materials and processed inputs including steel, engine components, copper and electronic controls. We obtain raw materials and certain manufactured components from third-party suppliers. To reduce material costs and inventories, we rely on supplier arrangements with preferred vendors as a source for “just-in-time” delivery of many raw materials and manufactured components. Because we maintain limited raw material and component inventories, even brief unanticipated delays in delivery by suppliers, including those due to capacity constraints, labor disputes, impaired financial condition of suppliers, weather emergencies or other natural disasters, may adversely affect our ability to satisfy our customers on a timely basis and thereby affect our financial performance. This risk increases as we continue to change our manufacturing model to more closely align production with customer orders. In addition, recently, market prices of some of the raw materials we use, in particular steel, have increased significantly. If we are not able to pass raw material or component price increases on to our customers, our margins could be adversely affected. In fiscal 2004 and 2005, we instituted price increases to offset, in part, the impact of higher steel prices. We cannot be certain that we will be able to maintain these price increases or that some of our customers will not cancel their existing orders or elect not to purchase products from us in the future due to these price increases. If any of these events occur, our financial performance will be negatively impacted.

We have taken certain actions to streamline operations and reduce costs, including a number of facilities closures and other global organizational and process consolidations. As a result of these actions, we expect to realize annualized costs savings that exceed the costs to be incurred in taking these actions. If the economy or capital goods market worsens, the capital goods market does not improve, or our revenues are lower than our expectations, the efforts we have implemented may not achieve the benefits we expect.

Our business strategy includes the introduction of new products and services. Some of these products or services may be introduced to compete with existing offerings of competing businesses, while others may target new and unproven markets. We must make substantial expenditures in order to introduce new products and services or to enter new markets. We cannot give any assurance that our introduction of new products or services or entry into new markets will be profitable or otherwise generate sufficient incremental revenues to recover the expenditures necessary to launch such initiatives. Such initiatives also may expose us to other types of regulation or liabilities than those to which our business is currently exposed.

We intend to continue our strategy of identifying and acquiring businesses with complementary products and services, which we believe will enhance our operations and profitability. We may pay for future acquisitions from internally generated funds, bank borrowings, public or private debt or equity securities offerings, or some combination of these methods. However, we may not be able to find suitable businesses to purchase or may be unable to acquire desired businesses or assets on economically acceptable terms. In addition, we may not be able to raise the money necessary to complete future acquisitions. In the event we are unable to complete future strategic acquisitions, we may not grow in accordance with our expectations.

In addition, we cannot guarantee that we will be able to successfully integrate any business we purchase into our existing business or that any acquired businesses will be profitable. The successful integration of new businesses depends on our ability to manage these new businesses and cut excess costs. The successful integration of future acquisitions may also require substantial attention from our senior management and the management of the acquired companies, which could decrease the time that they have to service and attract customers and develop new products and services. Our inability to complete the integration of new businesses in a timely and orderly manner could have a material adverse effect on our results of operations and financial condition. In addition, because we may pursue acquisitions both in the United States and abroad and may actively pursue a number of opportunities simultaneously, we may encounter unforeseen expenses, complications and delays, including difficulties in employing sufficient staff and maintaining operational and management oversight.

International operations represent a significant portion of our business. For fiscal 2004, 2003 and 2002, we derived $270.3 million, $204.6 million and $213.8 million, respectively, of our revenues outside the United States, representing 23%, 27% and 28% of our total revenues, respectively. Customers outside the US accounted for 25% of revenues for the six months ended January 30, 2005. We expect revenues from foreign markets to continue to represent a significant portion of our total revenues. Outside the United States, we operate manufacturing facilities in Belgium and France and 21 sales and services facilities elsewhere. We also sell domestically manufactured products to foreign customers.

Our international operations are subject to a number of potential risks in addition to the risks of our domestic operations. Such risks include, among others: