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:

These factors may have an adverse effect on our international operations, or on the ability of our international operations to repatriate earnings to us, in the future.

Our strategy to expand our worldwide market share and decrease costs includes strengthening our international distribution capabilities, including through identifying and entering into joint venture and distribution arrangements with local market participants, and sourcing basic components in foreign countries, in particular in Europe. Implementation of this strategy may increase the impact of the risks described above and we cannot assure you that such risks will not have an adverse effect on our business, results of operations or financial condition. We also cannot assure you that we will be able to find suitable joint venture or other distribution partners, that we will be able to enter into joint venture or distribution arrangements on favorable terms or at all or that any such joint venture or distribution arrangement will be successful.

Our products are sold in many countries around the world. Thus, a portion of our revenues is generated in foreign currencies, including principally the Euro, the British pound and the Australian dollar, while costs incurred to generate those revenues are only partly incurred in the same currencies. Since our financial statements are denominated in US dollars, changes in currency exchange rates between the US dollar and other currencies have had, and will continue to have, an impact on our earnings. To reduce this currency exchange risk, we may buy protecting or offsetting positions (known as “hedges”) in certain currencies to reduce the risk of adverse currency exchange movements. Currency fluctuations may impact our financial performance in the future.

We generate hazardous and non-hazardous wastes in the normal course of our manufacturing and service operations. As a result, we are subject to a wide range of federal, state, local and foreign environmental laws and regulations. These laws and regulations govern actions that may have adverse environmental effects and also require compliance with certain practices when handling and disposing of hazardous and non-hazardous wastes. These laws and regulations also impose liability for the cost of, and damages resulting from, cleaning up sites, past spills, disposals and other releases of, or exposure to, hazardous substances. In addition, our operations are subject to other laws and regulations relating to the protection of the environment and human health and safety, including those

Despite our compliance efforts, risk of environmental liability is part of the nature of our business. We cannot give any assurance that environmental liabilities, including compliance and remediation costs, will not have a material adverse effect on us in the future. In addition, acquisitions or other future events may lead to additional compliance or other costs that could have a material adverse effect on our business.

We are in the process of documenting and testing our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent auditors addressing these assessments. During the course of our testing we may identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. A weakness in our internal controls led to a revenue recognition error and subsequent restatement of our fiscal 2003 and first quarter fiscal 2004 financial statements. While we believe we have taken steps to fix this internal control issue, we are in the process of upgrading certain business systems to improve the quality and efficiency of some of our other internal control procedures. All of this activity has resulted in increased costs and challenges for our finance and accounting personnel. If we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Failure to achieve and maintain, or unanticipated costs incurred to achieve and maintain, an effective internal control environment could have a material adverse effect on our business, operating results and/or stock price.

The SEC commenced an informal inquiry following our February 2004 announcement that we would be restating our financial statements for the fiscal year and first quarter ended July 31, 2003 and October 26, 2003, respectively. The financial restatement arose from our premature recognition in July 2003 of $8.7 million in revenues from one transaction that upon re-examination we concluded should have been recorded as a consignment sale, rather than a sale. This error reflected a material weakness in our internal controls that we believe we have since corrected. We have been advised by the staff of the SEC Enforcement Division that the inquiry relates to our accounting and financial reporting as well as the transaction that was the subject of our restatement.

We have been cooperating with the SEC staff, including by providing documents in response to a May 2004 request for voluntary production. If the SEC takes further action, it may escalate the informal inquiry into a formal investigation which may result in an enforcement action or other legal proceedings against us and potentially members of our management. Responding to such actions or proceedings could be costly and could divert the efforts and attention of our management team, including senior officers. If any such action or proceeding is resolved unfavorably to us or any of them, we or they could be subject to injunctions, fines and other penalties or sanctions, including criminal sanctions, that could materially and adversely affect our business operations, financial performance, liquidity and future prospects and materially adversely affect the trading market and price of our stock. Any unfavorable actions could also result in private civil actions, loss of key personnel or other adverse consequences.

We rely on the management and leadership skills of our senior management team led by William M. Lasky, Chairman of the Board, President and Chief Executive Officer. Generally, these employees (including Mr. Lasky) are not bound by employment or non-competition agreements. The loss of the services of Mr. Lasky or of other key personnel could have a significant, negative impact on our business. Similarly, any difficulty in attracting, assimilating and retaining other key management employees in the future could adversely affect our business.

We have occasionally been subject to various legal proceedings and claims, including those with respect to intellectual property and shareholder litigation, which have involved significant unbudgeted expenditures. The costs and other effects of any future, unanticipated legal or administrative proceedings may be significant.

From time to time we are subject to audits by the Internal Revenue Service and state, local and non-US taxing authorities, and these audits may result in substantial liabilities for taxes in excess of those anticipated. We have received notices of audit adjustments from the Pennsylvania Department of Revenue in connection with royalty deductions and manufacturing exemptions we claimed on our Pennsylvania state income and capital stock tax returns for our fiscal years 1999 through 2002. If the Pennsylvania Department of Revenue were to prevail on these issues, we would experience a cash outflow and corresponding charge of approximately $10.8 million. We believe that the Pennsylvania Department of Revenue has acted contrary to applicable law and we are vigorously disputing its position. Accordingly, we have not reserved for this potential liability.

Terrorist attacks, like those that occurred on September 11, 2001, have contributed to economic instability in the United States and elsewhere, and further acts of terrorism, violence or war could further affect the markets in which we operate, our business, financial results and our expectations. There can be no assurance that terrorist attacks, or responses to such attacks from the United States, will not lead to further acts of terrorism and civil disturbances in the United States or elsewhere or to armed hostilities, which may further contribute to economic instability in the United States. These attacks or armed conflicts may directly impact our physical facilities or those of our suppliers or customers and could impact our domestic or international revenues, our supply chain, our production capability and our ability to deliver our products and services to our customers.

The market price of our common stock has fluctuated and could fluctuate significantly.

The market price of our common stock has been volatile in the past and could continue to be subject to wide fluctuations, including fluctuations in response to quarterly variations in our operating results, changes in underlying economic conditions affecting our industry, customers or markets served by our products, changes in our dividend payments, changes in earnings estimates by analysts, material announcements by us or our competitors, the liquidity of the market for our common stock, changes in general economic or market conditions and broad market fluctuations, or other events or factors,

The sale of a substantial number of shares of our common stock into the public market, or the availability of these shares for future sale, could adversely affect the market price of our common stock and could impair our ability to obtain additional capital in the future. We have a currently effective shelf registration statement permitting the public sale of up to $125 million of our securities, including common stock offered hereby, and, as of February 24, 2005, we have currently effective registration statements permitting the issuance of stock or stock-based awards under our equity compensation plan and defined contribution plans with respect to 9,058,816 shares. We may also issue shares of our common stock from time to time as consideration for future acquisitions and investments. In the event any such acquisition or investment is significant, the number of shares that we may issue may also be significant. In addition, we may grant registration rights covering those shares in connection with any such acquisitions and investments. Any such offering has the potential to dilute your ownership interest in us and our earnings.

While we have designated $61.25 million principal amount of our 8³/8% Senior Subordinated Notes due 2012 to be redeemed with a portion of the net proceeds of this offering, we have not designated any particular use for the remainder of the net proceeds. Accordingly, our management will have discretion as to the application of the remainder of the net proceeds and may allocate or spend such proceeds for purposes that may not increase our profitability or market value.

Our articles of incorporation, bylaws, applicable Pennsylvania laws, our shareholder rights plan and our outstanding debt instruments contain provisions that would make an acquisition of control of our company more difficult. These factors could limit the price that investors may be willing to pay for our common stock. These factors include:

After this offering and application of the net proceeds, we will have approximately $238.8 million in principal amount of debt securities, and we may choose to issue substantial additional debt and/or preferred securities in the future. These securities will have a senior claim on our assets relative to common stockholders. Therefore, in the event of our bankruptcy, liquidation or dissolution, our assets must be used to pay off our debt and preferred obligations in full before making any distributions to common stockholders. In this event, it might be possible that a common stockholder will not recover their original investment.

The declaration and amount of dividends is subject to the discretion of our Board of Directors and our dividend rates have varied. Our Board of Directors exercises its discretion depending on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors deemed relevant from time to time. We are under no obligation to pay dividends and we may discontinue payment of dividends at any time. In addition, our debt instruments contain certain restrictions on our ability to grant dividends.

This prospectus supplement and the accompanying prospectus include and incorporate by reference “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The section of the accompanying prospectus captioned “Forward-looking statements” contains important identifying information and warnings regarding forward-looking statements that apply to all such statements that are included or incorporated in either this prospectus supplement or the accompanying prospectus. Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements. Any and all projections of future performance are forward-looking statements. We intend all such statements to be covered by the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement and referring you to the risk factors discussed above and the “Forward-looking statements” section of the accompanying prospectus for purposes of complying with these safe harbor provisions.

We estimate that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $100.0 million, assuming a public offering price of $22.50 per share. If the underwriters exercise their option to purchase 705,000 additional shares to cover over-allotments, we estimate the aggregate net proceeds of the offering will be approximately $115.0 million. We intend to use approximately $68.1 million of the net proceeds to redeem $61.25 million in principal amount of our outstanding 8³/8% Senior Subordinated Notes due 2012 (the “2012 Notes”) under an “equity clawback” provision that permits a redemption of up to 35% of the aggregate principal amount of the 2012 Notes at a price equal to 108.375% of such principal amount, plus accrued and unpaid interest, at any time prior to June 15, 2005. We expect to use the remainder of the net proceeds from this offering for general corporate purposes, including working capital, the reduction, repayment or repurchase of additional indebtedness, acquisitions, investments and/or capital expenditures.

Our common stock is listed on the New York Stock Exchange under the symbol “JLG.” The following table sets forth the high and low sales prices per share of our common stock as reported on the New York Stock Exchange composite tape and the dividends paid per share for our quarterly periods indicated.

On February 25, 2005, the last reported sale price of the common stock on the New York Stock Exchange was $22.50 per share. As of February 24, 2005, there were approximately 1,840 holders of record of our common stock.

Our Board of Directors considers the payment of cash dividends on a quarterly basis. Our general policy in recent years has been to retain most of our earnings to fund the development and growth of our business. Our Board of Directors exercises its discretion depending on various factors, including our net earnings, financial condition, cash requirements, future prospects and other factors deemed relevant from time to time. We are under no obligation to pay dividends and we may discontinue payment of dividends at any time. In addition, our debt instruments contain certain restrictions on our ability to grant dividends. When declared, dividends are paid quarterly. Our current annualized dividend rate is $0.02 per share.

The following table sets forth selected financial data that is qualified in its entirety by and should be read in conjunction with “Management’s discussion and analysis of financial condition and results of operations” and our audited and unaudited consolidated financial statements incorporated by reference in this prospectus supplement. We operate on a July 31 fiscal year with our first, second and third fiscal quarters ending on Sundays proximate to October 31, January 31 and April 30, respectively. The financial data as of and for the years ended July 31, 2003 and 2004 and for the year ended July 31, 2002 has been derived from our audited consolidated financial statements incorporated by reference in this prospectus supplement. The financial data as of and for the years ended July 31, 2000 and 2001 and as of July 31, 2002 has been derived from our audited consolidated financial statements not incorporated by reference in this prospectus supplement. The financial data for the six-month periods ended January 25, 2004 and January 30, 2005 has been derived from our unaudited consolidated financial statements incorporated by reference in this prospectus supplement. In the opinion of management, our unaudited consolidated financial statements for the six months ended January 25, 2004 and January 30, 2005 include all normal recurring adjustments necessary for a fair presentation of results for the unaudited interim periods. Historical results are not necessarily indicative of results to be expected in the future and the interim results for the six months ended January 30, 2005 are not necessarily indicative of results to be expected for the year ending July 31, 2005 or any future period.

The following discussion and analysis should be read in conjunction with the audited and unaudited consolidated financial statements and related notes which are incorporated by reference into this prospectus supplement. The following discussion and analysis contains forward-looking statements. See “Forward-looking statements.”

We operate through three business segments: Machinery, Equipment Services and Access Financial Solutions. Our Machinery segment designs, manufactures and sells aerial work platforms, telehandlers, telescopic hydraulic excavators and trailers as well as an array of complementary accessories that increase the versatility and efficiency of these products for end-users. Our Equipment Services segment provides after-sales service and support for our installed base of equipment, including parts sales and equipment rentals, and sells used and remanufactured or reconditioned equipment. Our Access Financial Solutions segment arranges equipment financing and leasing solutions for our customers primarily through third party financial institutions and provides credit support in connection with these financing and lease arrangements. We sell our products on a global basis to equipment rental companies, construction contractors, manufacturing companies, home improvement centers, state and local municipalities and equipment distributors that resell our equipment. More than 60% of our new equipment sales during fiscal 2004 were to equipment rental companies.

Demand for our equipment, parts and services is cyclical and seasonal. Factors that influence the demand for our equipment include the level of economic activity in our principal markets, the US, Europe, and Asia and the Pacific Rim, particularly as it affects the level of commercial and other non-residential construction activity, prevailing rental rates for the type of equipment we manufacture, the age and utilization rates of the equipment in our rental company customers’ fleets relative to the equipment, useful life and the cost and availability of financing for our equipment. These factors affect demand for our new and remanufactured equipment as well as our services that support our customers’ installed base of equipment. Demand for our equipment is generally strongest during the spring and summer months and we have historically recorded higher revenues and profits in our fiscal third and fourth quarters relative to our fiscal first and second quarters.

We are currently experiencing strong demand for our equipment as a result of improving economic conditions in our principal markets, including higher construction spending, and, in the US, the replacement of old equipment in our rental company customers’ rental fleets driven by higher utilization rates. Our revenues increased 41.7% in the six months ended January 30, 2005 in the US and 63.9% outside of the US relative to the six months ended January 25, 2004. We recorded record revenues in both of the quarters ended January 30, 2005 and October 31, 2004.

The major components of our cost of sales are manufacturing overhead, labor, raw materials, such as steel, and manufactured components, such as engines and machine parts.

Over the last two years, we have substantially reduced our manufacturing overhead by consolidating our North American manufacturing facilities from 13 to seven and improving our manufacturing process through strategic outsourcing of components that has resulted in better utilization and throughput from our manufacturing footprint. Our recent focus has been on managing our supply chain to reduce the cost of raw materials and purchased components. Despite these efforts, certain of our suppliers of manufactured components began to experience capacity constraints corresponding with the increase in

In addition, steel prices rose significantly in the spring of 2004, substantially increasing our costs of raw materials and supplied components and reducing our profitability. Steel prices began to stabilize in the fall, but remain at relatively high levels. Based on our analysis of steel market price indices and forecasts, the steel content of components that we receive from our suppliers, our estimate of the portion of our suppliers’ prices attributable to steel, and our internal production plans, we determined that higher steel costs would add substantial incremental costs to our operations for fiscal 2005 compared to fiscal 2004. In response, we initially instituted a steel price surcharge of 2.755% on all new machine orders commencing with orders received after March 14, 2004. We subsequently increased the surcharge to 3.5% and implemented base price increases that average 3% for all new machine orders shipped after January 1, 2005. Comparing our estimates of the higher steel costs year-on-year with the impact of our surcharges and price increases, we estimate that our net unrecovered steel cost for the first six months of fiscal 2005 was approximately $48 million, with approximately $27 million impacting the first quarter and approximately $21 million impacting the second quarter. Reflecting these higher costs, our gross margin was 12.1% for the first six months of fiscal 2005 compared to 18.2% for the first six months of fiscal 2004.

The following tables outline our revenues by segment, product and geography for the years ended July 31, 2004, 2003 and 2002 and the six month periods ended January 30, 2005 and January 25, 2004:

We reported a net loss of $1.2 million, or $0.03 per share on a diluted basis, for the first six months of fiscal 2005, compared to net income of $2.7 million, or $0.06 per share on a diluted basis, for the first six months of fiscal 2004. Our loss for the first six months of fiscal 2005 included $3.0 million of integration expenses related to our acquisition of OmniQuip, compared to $8.0 million for the first six months of fiscal 2004. Certain of these charges are included in cost of sales and others are included in selling, administrative and product development expenses. In addition, our loss for the first six months of fiscal 2005 included favorable currency adjustments of $5.4 million compared to favorable currency adjustments of $0.8 million for the first six months of fiscal 2004.

Our revenues for the first six months of fiscal 2005 were $660.1 million, up 46.7% from $450.1 million in the first six months of fiscal 2004.

The increase in Equipment Services segment revenues from $81.6 million to $120.4 million, or 47.5%, was principally due to higher rental fleet and rebuild sales as a result of improved market conditions and increased demand for used equipment, increased service parts sales as a result of our rental customers’ fleets aging and increased utilization of their fleet equipment.

The decrease in Access Financial Solutions segment revenues from $7.3 million to $5.9 million, or 18.3%, was principally attributable to a decrease in our portfolio as we continue to transition customers to our limited recourse financing arrangements originated through “private label” finance companies. While we had a decrease in interest income attributable to our pledged finance receivables, we also had a corresponding decrease in our limited recourse debt. This resulted in $1.8 million less of interest income being passed on to monetization purchasers in the form of interest expense on limited recourse debt. In accordance with the required accounting treatment, payments to monetization purchasers are reflected as interest expense in our condensed consolidated statements of income incorporated by reference into this prospectus supplement.

Our domestic revenues for the first six months of fiscal 2005 were $494.8 million, up 41.7% from the first six months of fiscal 2004 revenues of $349.2 million. The increase in our domestic revenues reflects strong growth in all product lines as a result of improving general economic conditions in North America and increased demand for used equipment. Revenues generated from sales outside the United States for the first six months of fiscal 2005 were $165.3 million, up 63.9% from the first six months of fiscal 2004 revenues of $100.9 million. The increase in our revenues generated from sales outside the United States was primarily attributable to improved market conditions in the European, Australian, Latin America and Pacific Rim regions resulting in increased sales of aerial work platforms and telehandlers.

Our gross profit margin was 12.1% for the first six months of fiscal 2005 compared to the prior year period’s 18.2%. The decrease was primarily attributable to lower margins in our Machinery and Access Financial Solutions segments, offset in part by a higher margin in our Equipment Services segment.

The gross profit margin of our Machinery segment was 6.4% for the first six months of fiscal 2005 compared to 13.3% for the first six months of fiscal 2004. The decrease was primarily due to an increase in market prices of raw materials, such as steel and energy, continued manufacturing inefficiencies resulting from capacity constraints in our supplier base and a less favorable product mix. The decrease in our gross profit margin was partially offset by the higher sales volume during the first six months of fiscal 2005, cost reductions and integration synergies, price increases and surcharges, productivity improvements, the favorable impact of currency and lower OmniQuip integration expenses.

The gross profit margin of our Equipment Services segment was 33.1% for the first six months of fiscal 2005 compared to 32.6% for the first six months of fiscal 2004. The increase was primarily due to improved margins on used equipment sales reflecting increased demand for used equipment,

The gross profit margin of our Access Financial Solutions segment was 93.3% for the first six months of fiscal 2005 compared to 97.8% for the first six months of fiscal 2004. The decrease was primarily due to a decrease in financial product revenues as a percentage of total segment revenues as we continue to transition customers to our limited recourse arrangements originated through “private label” finance companies. Because the costs associated with these revenues are principally selling and administrative expenses and interest expense, gross margins are typically higher in this segment.

Our selling, administrative and product development expenses increased $9.1 million in the first six months of fiscal 2005 compared to the first six months of the prior year, but as a percentage of revenues decreased to 10.7% for the first six months of fiscal 2005 compared to 13.6% for the first six months of the prior year. The following table summarizes the increase or (decrease) by category in selling, administrative and product development expenses (in millions) for the first six months of fiscal 2005 compared to the first six months of fiscal 2004:

Our Machinery segment’s selling, administrative and product development expenses increased $8.2 million due primarily to an increase in bad debt provisions, expenses associated with the Delta operations, an increase in product development expenses related to our aerial work platforms and North American and European telehandler products, an increase in bonus expense due to a reclassification between segments and increased OmniQuip integration expenses. Partially offsetting these effects was a decrease in pension and other postretirement benefit costs.

Our Equipment Services segment’s selling and administrative expenses increased $1.6 million due primarily to expenses associated with our ServicePLUS initiative which we launched during the fourth quarter of fiscal 2004, higher payroll and related benefit costs as a result of additional employees, normal merit compensation increases and increased medical costs and increased consulting and legal costs associated with ordinary business activities.

Our Access Financial Solutions segment’s selling and administrative expenses decreased $0.6 million due primarily to a decrease in bad debt provisions as a result of the lower reserve needed due to a decrease in outstanding pledged finance receivables, partially offset by higher payroll and related benefit costs as a result of additional employees, normal merit compensation increases and increased medical costs.

Our general corporate selling, administrative and product development expenses decreased $0.1 million due primarily to a decrease in bad debt provisions for specific reserves related to certain European customers as a result of improvement in their current financial positions, a decrease in OmniQuip integration expenses, and a decrease in bonus expense resulting from a reclassification between

The decrease in interest expense of $2.1 million for the first six months of fiscal 2005 was primarily due to decreased interest expense associated with our limited recourse and non-recourse monetizations as a result of a decrease in our limited recourse debt.

Our miscellaneous income (deductions) category included currency gains of $5.4 million in the first six months of fiscal 2005 compared to $0.8 million in the first six months of fiscal 2004. The change in currency for the first six months of fiscal 2005 compared to the first six months of fiscal 2004 was primarily attributable to the favorable impact of unrealized forward exchange contracts partially offset by the continuing weakening of the US dollar against the Euro, British pound and the Australian dollar, but at a slower rate than during fiscal 2004. We enter into certain foreign currency contracts, principally forward contracts, to manage some of our foreign exchange risk. Some natural hedges are also used to mitigate transaction and forecasted exposures. Through our foreign currency hedging activities, we seek primarily to minimize the risk that cash flows resulting from the sale of our products will be affected by changes in exchange rates. We do not designate our forward exchange contracts as hedges under Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and as a result we recognize the mark-to-market gain or loss on these contracts in earnings.

For additional information related to our derivative instruments, see the “Market Risk” discussion below in this section.

Our effective tax rate for the first six months of fiscal 2005 was 39.8% compared to 37.2% for the first six months of fiscal 2004. The increase in our effective tax rate was primarily attributable to non-deductible compensation related to the accelerated vesting of restricted stock awards triggered by our share price appreciation and the effect of changes in the source of earnings among various tax jurisdictions that have different tax rates.

The American Job Creation Act of 2004 (the “Job Creation Act”) was enacted on October 22, 2004. Among other things, the Job Creation Act repeals an export incentive and creates a new deduction for qualified domestic manufacturing activities. We are in the process of evaluating the potential impact of this legislation.

We reported net income of $26.6 million, or $0.61 per share on a diluted basis, for fiscal 2004, compared to net income of $12.4 million, or $0.29 per share on a diluted basis, for fiscal 2003, and income before the cumulative effect of change in accounting principle related to the adoption of SFAS No. 142, “Goodwill and Other Intangible Assets”, of $12.9 million, or $0.30 per share on a diluted basis, for fiscal 2002. As discussed below and in the notes to our consolidated financial statements incorporated by reference into this prospectus supplement, earnings for 2004, 2003 and 2002 included charges of $0.1 million, $4.0 million and $6.7 million, respectively, related to repositioning our operations to more appropriately align our costs with our business activity. Certain of these charges are included in cost of sales and others are included in restructuring charges in our consolidated statements of income incorporated by reference into this prospectus supplement. In addition, earnings for fiscal 2004 included unfavorable currency adjustments of $2.3 million compared to favorable currency adjustments of $5.4 million and $2.9 million for fiscal 2003 and 2002, respectively.

The increase in Machinery segment sales from $594.5 million for fiscal 2003 to $973.6 million for fiscal 2004, or 63.8%, was principally attributable to the additional sales from OmniQuip products, increased sales of aerial work platforms in North America, Europe and Australia, and higher telehandler sales from new products, principally the new North America all-wheel-steer machines. After considering the increase in revenues related to the OmniQuip and Delta acquisitions, the remaining increase in sales is the result of general economic improvements in North America reflecting positive trends in construction spending, capacity utilization and consumer confidence. In addition, the European economy is showing continued improvements, although lagging the North American economic recovery, and there is somewhat of an easing of credit availability to the rental industry.

The increase in Equipment Services segment revenues from $136.7 million for fiscal 2003 to $204.5 million for fiscal 2004, or 49.5%, was due to the additional OmniQuip revenues, increased service parts sales as a result of our customers’ fleets aging and increased utilization of fleet equipment, an increase in sales of replacement parts for our competing manufacturers’ equipment and higher rental fleet and rebuild sales as a result of improved market conditions and increased demand for used equipment.

The decrease in Access Financial Solutions segment revenues from $19.9 million for fiscal 2003 to $15.9 million for fiscal 2004, or 20.1%, was principally attributable to an early payoff of a financed receivable, partially offset by higher finance income due to a larger portfolio. While we have increased interest income attributable to our pledged finance receivables, a corresponding increase in our limited recourse debt resulted in $10.1 million of interest income being passed on to monetization purchasers in the form of interest expense on limited recourse debt. In accordance with the required accounting treatment, the interest portion of the payments to monetization purchasers is reflected as interest expense in our consolidated statements of income incorporated by reference into this prospectus supplement.

The decrease in Machinery segment sales from $621.3 million for fiscal 2002 to $594.5 million for fiscal 2003, or 4.3%, was primarily attributable to reduced sales of aerial work platforms principally due to the economic pressures in North America and economic pressures and tightened credit conditions in Europe, partially offset by increased sales in Australia. In addition, sales of our excavator product line declined due to softness in the United States construction market and reduced state and municipal budgets. The decrease in sales of aerial work platforms and excavators was partially offset by increased telehandler sales from new product introductions, principally from the new North America all-wheel-steer machines and our European-designed product offerings. Fiscal 2002 Machinery segment revenues also benefited from the reversal of previously accrued volume-related customer incentives that were not achieved during the year.

The increase in Equipment Services segment revenues from $133.1 million for fiscal 2002 to $136.7 million for fiscal 2003, or 2.8%, was principally attributable to increased parts sales and sales of used equipment partially offset by decreased sales of rental fleet equipment.

The increase in Access Financial Solutions segment revenues from $15.7 million for fiscal 2002 to $19.9 million for fiscal 2003, or 26.6%, was principally attributable to income received on a larger portfolio of pledged finance receivables from accumulated monetization transactions. While we had increased interest income attributable to our pledged finance receivables, a corresponding increase in our limited recourse debt resulted in $7.7 million of interest income being passed on to monetization purchasers in the form of interest expense on limited recourse debt.

Our domestic revenues for fiscal 2003 were $546.5 million, down 1.8% from fiscal 2002 revenues of $556.3 million. The decrease in our domestic revenues was principally attributable to lower sales of aerial work platforms primarily due to economic pressures in North America and our excavator product line due to the softness in the United States construction market and reduced state and municipal budgets. This decrease was partially offset by higher sales of telehandlers and service parts as well as increased revenues from financial products. Revenues generated from sales outside the United States during fiscal 2003 were $204.6 million, down 4.3% from fiscal 2002. The decrease in our revenues generated from sales outside the United States was primarily attributable to lower aerial work platform sales in Europe due to economic pressures and customer credit constraints, partially offset by increased sales of aerial work platforms in Australia and increased telehandler sales in Europe.

Our gross profit margin increased to 18.9% in fiscal 2004 from 17.9% in fiscal 2003. The increase was attributable to higher margins in our Equipment Services and Machinery segments.

The gross profit margin of our Machinery segment was 14.8% for fiscal 2004 compared to 14.2% for fiscal 2003. The increase in fiscal 2004 was primarily due to cost reductions associated with our capacity rationalization plan, the favorable impact of currency, the OmniQuip acquisition and the higher sales volume during fiscal 2004 compared to fiscal 2003. The increase in our gross profit margin was partially offset by an increase in market prices of raw materials, such as steel and energy, OmniQuip integration expenses of $9.4 million, increased freight costs due to increased production rates and expediting materials associated with steel availability and a less favorable product mix.

The gross profit margin of our Equipment Services segment was 32.2% for fiscal 2004 compared to 22.4% for fiscal 2003. The increase in fiscal 2004 was primarily due to an increase in higher margin service parts sales as a percentage of total segment revenues due primarily to the additional sales from products acquired in the OmniQuip acquisition and improved margins on used equipment sales reflecting increased demand for used equipment.

The gross profit margin of our Access Financial Solutions segment was 95.9% for fiscal 2004 compared to 96.8% for fiscal 2003. The decrease in fiscal 2004 was primarily due to a decrease in financial product revenues as a percentage of total segment revenues. Because the costs associated with these revenues are principally selling and administrative expenses and interest expense, gross margins are typically higher in this segment.

Our gross profit margin increased to 17.9% in fiscal 2003 from 17.2% in fiscal 2002. The increase was attributable to higher margins in our Equipment Services and Access Financial Services segments.

The gross profit margin of our Machinery segment was 14.2% for fiscal 2003 compared to 14.2% for fiscal 2002. The gross profit margin of our Machinery segment was unchanged in fiscal 2003 principally due to the weakening of the US dollar against the Euro, British pound and Australian dollar, as well as fewer trade-in packages resulting in lower trade-in premiums and a more profitable product mix mainly a result of new product introductions. These increases were offset by higher

The gross profit margin of our Equipment Services segment was 22.4% for fiscal 2003 compared to 22.0% for fiscal 2002. The gross profit margin of our Equipment Services segment increased in fiscal 2003 primarily due to an increase in higher margin service parts sales as a percentage of total segment revenues. This increase was partially offset by unfavorable mix impact associated with higher used equipment sales and the deferred profit recognized during fiscal 2002 from a one-time rental fleet sale-leaseback transaction.

The gross profit margin of our Access Financial Solutions segment was 96.8% for fiscal 2003 compared to 94.2% for fiscal 2002. The gross profit margin of our Access Financial Solutions segment increased in fiscal 2003 primarily due to increased financial product revenues.

Our selling, administrative and product development expenses increased $54.1 million in fiscal 2004 compared to fiscal 2003 but as a percent of revenues decreased to 12.5% for fiscal 2004 compared to 12.7% for fiscal 2003. The following table summarizes the increase by category in selling, administrative and product development expenses for fiscal 2004 compared to fiscal 2003 (in millions):

Our Machinery segment’s selling, administrative and product development expenses increased $17.3 million in fiscal 2004 due primarily to the addition of OmniQuip, higher payroll and related benefit costs as a result of additional employees, normal merit compensation increases and increased medical costs, amortization expense associated with the acquired OmniQuip intangible assets, increased pension and other postretirement benefit costs, consulting and legal costs associated with the outsourcing of research and development projects and ordinary business activities, product development expenses related to our European telehandler products, bonus accruals primarily due to our increased profitability and bad debt provisions.

Our Equipment Services segment’s selling and administrative expenses increased $2.5 million in fiscal 2004 million due primarily to higher payroll and related benefit costs as a result of additional employees, normal merit compensation increases and increased medical costs and the addition of OmniQuip.

Our Access Financial Solutions segment’s selling and administrative expenses decreased $1.0 million in fiscal 2004 due primarily to a decrease in bad debt provisions as a result of the lower reserve needed due to a decrease in outstanding finance and pledged finance receivables and a decrease in software costs.

Our selling, administrative and product development expenses increased $0.1 million in fiscal 2003 compared to fiscal 2002 and as a percent of revenues were 12.7% for fiscal 2003 compared to 12.4% for fiscal 2002.

Our Machinery segment’s selling, administrative and product development expenses increased $3.4 million in fiscal 2003 due primarily to increased bad debt provisions for specific reserves related to certain customers, higher contract and consulting services, commission costs and incentive-based accruals, which were partially offset by lower payroll and related costs and travel expenses due to our cost reduction initiatives.

Our Equipment Services segment’s selling and administrative expenses decreased $1.1 million in fiscal 2003 mainly due to lower payroll and related costs.

Our Access Financial Solutions segment’s selling and administrative expenses decreased $0.9 million in fiscal 2003 due primarily to decreases in bad debt provisions reflecting lower origination activity and reduced non-monetized portfolio exposure and lower software costs, which were partially offset by an increase in contract services expenses.

Our general corporate selling, administrative and product development expenses decreased $1.3 million in fiscal 2003 primarily due to reductions in bad debt provisions, consulting fees, depreciation expense, software costs and trade show expenses, which were partially offset by higher payroll and related costs, incentive-based accruals and legal fees.

During fiscal 2003, we announced further actions related to our ongoing longer-term strategy to streamline operations and reduce fixed and variable costs. As part of our capacity rationalization plan commenced in early 2001, we idled the 130,000-square-foot Sunnyside facility in Bedford, Pennsylvania, which produced selected scissor lift models, and we relocated that production into our Shippensburg, Pennsylvania facility. Additionally, reductions in selling, administrative and product development costs resulted from changes in our global organization and from process consolidations. We have improved our European sales and service operations model by eliminating redundant operations, reducing headcount and focusing on enhancing the business for increased profitability and growth through ongoing manufacturing process improvements. As a result, pursuant to the plan we anticipated incurring a pre-tax charge of $5.9 million and spending approximately $3.5 million on capital requirements. When these changes and consolidations are fully implemented, we expect to generate approximately $20 million in annualized savings, representing a payback of approximately six months.

During fiscal 2004, we incurred approximately $0.1 million of the pre-tax charge related to the idling of our Bedford, Pennsylvania facility, discussed above, consisting of accruals for termination benefit

During fiscal 2002, we announced the closure of our manufacturing facility in Orrville, Ohio as part of our capacity rationalization plan for our Machinery segment. Operations at this facility have been integrated into our McConnellsburg, Pennsylvania facility. As a result, pursuant to the plan we anticipated incurring a pre-tax charge of $7.7 million. We have realized $5.6 million in annual cost savings associated with the closing of our Orrville facility.

During fiscal 2004 and 2003, we incurred $0 and $0.2 million, respectively, of the pre-tax charge related to our closure of the Orrville, Ohio facility, consisting of production relocation costs, which were reported in cost of sales. Additionally, during fiscal 2004, we paid and charged $0.1 million of termination benefits and lease termination costs against the accrued liability.

For additional information related to our capacity rationalization plans, see the notes to our consolidated financial statements incorporated by reference into this prospectus supplement.

The increase in interest expense of $10.1 million for fiscal 2004 was primarily due to interest associated with our 8¹/4% Senior Notes due 2008 (the “2008 Notes”) that were sold during the fourth quarter of fiscal 2003 and increased interest expense associated with our limited recourse debt from finance receivables monetizations. Interest expense associated with our finance receivables monetizations was $10.1 million and $7.7 million for fiscal 2004 and fiscal 2003, respectively. The increase in interest expense of $11.7 million for fiscal 2003 was primarily due to the interest expense associated with our limited recourse and non-recourse monetizations of $7.7 million, increased rates on our senior subordinated debt and higher short-term rates on our senior credit facilities.

Our miscellaneous, net category included currency losses of $2.3 million in fiscal 2004 compared to currency gains of $5.4 million and $2.9 million in fiscal 2003 and 2002, respectively. We enter into certain foreign currency contracts, principally forward contracts, to manage some of our foreign exchange risk. Some natural hedges are also used to mitigate transaction and forecasted exposures. Through our foreign currency hedging activities, we seek primarily to minimize the risk that cash flows resulting from the sales of our products will be affected by changes in exchange rates. We do not designate our forward exchange contracts as hedges under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, and as a result we recognize the mark-to-market gain or loss on these contracts in earnings.

For additional information related to our derivative instruments, see the notes to our consolidated financial statements incorporated by reference into this prospectus supplement and the “Market Risk” discussion below in this section.

The change in currency for fiscal 2004 compared to fiscal 2003 was primarily attributable to our level of hedging positions as well as the expense associated with our hedging transactions. The increase in currency gains for fiscal 2003 was primarily attributable to the significant weakening of the US dollar against the Euro, British pound and Australian dollar.

Our effective tax rate in fiscal 2004 was 36% as compared to 18% and 33% in fiscal 2003 and 2002, respectively. The increase in our effective tax rate from 18% in fiscal 2003 to 36% in fiscal 2004 was primarily attributable to the change in accounting estimate in the prior year and a change in the source of earnings among various jurisdictions with different tax rates in the current year. The reduction in

We received net cash of $7.8 million from financing activities for fiscal 2004 compared to net cash received of $228.5 million for fiscal 2003. The decrease in cash provided by financing activities was largely attributable to the sale in fiscal 2003 of our $125 million 2008 Notes and fewer monetizations of our finance receivables due to the impact of prior monetizations which reduced the marketability of our remaining portfolio and the new program agreements we entered into during fiscal 2004. The increase in cash provided from financing activities in fiscal 2003 compared to fiscal 2002 largely resulted from increased debt, which included the sale of our $125 million 2008 Notes and the proceeds from the monetization of our finance receivables, a portion of which was used to finance working capital requirements.

Due to our seasonality of sales, during certain periods we may generate negative cash flows from operations despite reporting profits. Generally, this may occur in periods in which we are building inventory levels in anticipation of sales during peak periods as well as other uses of working capital related to payment terms associated with trade receivables or other sale arrangements.

In May 2003, we sold $125 million principal amount of our 2008 Notes. The net proceeds of the offering were used to repay outstanding debt under our revolving credit facility with the balance used for the OmniQuip acquisition. Interest accrued from May 5, 2003, and we pay interest twice a year, beginning November 1, 2003. The 2008 Notes are guaranteed on a senior unsecured basis by all of our existing and any future material domestic restricted subsidiaries. We may not redeem any of the 2008 Notes at our option prior to the maturity date, and the 2008 Notes are not entitled to any mandatory sinking fund.

In June 2002, we sold $175 million principal amount of our 2012 Notes. The net proceeds of the offering were used to repay outstanding debt under our revolving credit facility and to terminate a working capital facility. Interest on the 2012 Notes accrued from June 15, 2002 and we pay interest twice a year, beginning December 15, 2002. The 2012 Notes are unconditionally guaranteed on a general unsecured senior subordinated basis by all of our existing and future material domestic restricted subsidiaries. The 2012 Notes can be redeemed by us in whole or in part for a premium on and after June 15, 2007. We may also redeem up to 35% of the original principal amount of the 2012 Notes at any time prior to June 15, 2005 at 108.375% of the principal amount of the 2012 Notes to be redeemed, plus accrued and unpaid interest thereon, with the proceeds from one or more public equity offerings, including this offering.

The 2008 Notes and the 2012 Notes contain customary affirmative and negative covenants. In general, the covenants contained in our senior secured revolving credit facility, which are described below, are more restrictive than those of the 2008 Notes and the 2012 Notes.

The following table provides a summary of our other commercial commitments (in thousands) at January 30, 2005:

On August 1, 2003, we completed our acquisition of OmniQuip, which includes all operations relating to the Sky Trak and Lull brand telehandler products. As a result of the OmniQuip acquisition, we anticipate funding approximately $45.9 million in integration expenses over a four-year period with cash generated from operations and borrowings under our credit facilities.

Our principal sources of liquidity for the next twelve months will be cash generated from operations, borrowings under our credit facilities and proceeds from this offering. We expect to incur an estimated net $3.5 million charge (after taxes) during our third fiscal quarter of 2005, comprised of charges related to the extinguishment of debt and write-off of deferred financing costs resulting from the redemption of the 2012 Notes out of the proceeds of this offering offset in part by a portion of the gain on our July 2003 swap agreement described below under the section captioned “Market Risk”.

We have a three-year $175 million senior secured revolving credit facility that expires September 2006 and a pari passu, one-year $15 million cash management facility that expires September 23, 2005. Both facilities are secured by a lien on substantially all of our domestic assets excluding property, plant and equipment. Availability of credit requires compliance with financial and other covenants, including a requirement that we maintain (i) leverage ratios during fiscal 2005 of Net Funded Debt to EBITDA (as defined in the senior secured revolving credit facility) and Net Funded Senior Debt to EBITDA (as defined in the senior secured revolving credit facility) measured on a rolling four quarters not to exceed 5.00 to 1.00 and 2.00 to 1.00, respectively, (ii) a fixed charge coverage ratio of not less than 2.00 to 1.00 through July 31, 2005, and (iii) a Tangible Net Worth (as defined in the senior secured revolving credit facility) of at least $194 million, plus 50% of Consolidated Net Income (as defined in the senior secured revolving credit facility) on a cumulative basis for each preceding fiscal quarter, commencing with the quarter ended July 31, 2003. Availability of credit also will be limited by a borrowing base determined on a monthly basis by reference to 85% of eligible domestic accounts receivable and percentages ranging between 25% and 70% of various categories of domestic inventory. Accordingly, credit available to us under these facilities will vary with seasonal and other changes in the borrowing base and leverage ratios. We do not expect to have full availability of the stated maximum amount of credit at all times. However, based on our current business plan, we expect to have sufficient credit availability that combined with cash to be generated from operations and the net proceeds from this offering not used to redeem the 2012 Notes will meet our expected seasonal requirements for working capital and planned capital and integration expenditures for fiscal 2005.

Historically our Access Financial Solutions segment originated and monetized customer finance receivables, principally through limited recourse syndications. Since late 2003, the focus of this segment has shifted to providing “private label” financing solutions through our program agreements with third-party funding providers. Under these agreements, our customers will continue to have direct interaction with our Access Financial Solutions personnel, but with the finance companies providing direct funding for transactions that meet agreed credit criteria subject to limited recourse to us. Transactions funded by the finance companies will not be held by us as financial assets, and therefore their subsequent monetization will not be recorded on our balance sheet as limited recourse debt. Transactions not funded by the finance companies may still be funded by us to the extent of our liquidity sources and subsequently monetized or they may be funded directly by other credit providers.

During the first six months of fiscal 2005 and all of fiscal 2004, we monetized $0 and $13.4 million, respectively, in finance receivables through syndications. Although monetizations generate cash, under SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities”, the monetized portion of our finance receivables portfolio remains recorded on our balance sheet as limited recourse debt. We expect that our originations and monetizations of finance receivables will continue and that our limited recourse debt balance will continue to decline. During the same periods, $15.8 million and $21.2 million, respectively, of sales to our customers were funded through program agreements with third-party finance companies.

As discussed in the notes to our condensed consolidated financial statements incorporated by reference into this prospectus supplement, we are a party to multiple agreements whereby we guarantee $98.6 million in indebtedness of others. If the financial condition of our customers were to deteriorate resulting in an impairment of their ability to make payments, additional allowances would be required. Also as discussed in the notes to our condensed consolidated financial statements incorporated by reference into this prospectus supplement, our future results of operations, financial condition and liquidity may be affected to the extent that our ultimate exposure with respect to product liability

We are exposed to market risk from changes in interest rates and foreign currency exchange rates, which could affect our future results of operations and financial condition. We manage exposure to these risks principally through our regular operating and financing activities.

We are exposed to changes in interest rates as a result of our outstanding debt. In June 2003, we entered into a $70 million fixed-to-variable interest rate swap agreement with a fixed-rate receipt of 8³/8% in order to mitigate our interest rate exposure. The basis of the variable rate paid is the London Interbank Offered Rate (“LIBOR”) plus 4.51%.

In July 2003, we entered into a $62.5 million fixed-to-variable interest rate swap agreement with a fixed-rate receipt of 8¹/4% in order to mitigate our interest rate exposure. The basis of the variable rate paid is LIBOR plus 5.15%. During fiscal 2003, we terminated our $87.5 million notional fixed-to-variable interest rate swap agreement with a fixed-rate receipt of 8³/8% that we entered into during June 2002, which resulted in a deferred gain of $6.2 million. This $6.2 million deferred gain will offset interest expense over the remaining life of the debt. At January 30, 2005, we had $132.5 million of interest rate swap agreements outstanding. These swap agreements are designated as hedges of the fixed-rate borrowings which are outstanding and are structured as perfect hedges in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” Total interest bearing liabilities at January 30, 2005 consisted of $128.3 million in variable-rate borrowing and $255.2 million in fixed-rate borrowing. At the current level of variable-rate borrowing, a hypothetical 10% increase in interest rates would decrease pre-tax current year earnings by approximately $0.9 million on an annual basis. A hypothetical 10% change in interest rates would not result in a material change in the fair value of our fixed-rate debt.

We do not have a material exposure to financial risk from using derivative financial instruments to manage our foreign currency exposures. We enter into certain foreign currency contracts, principally forward contracts, to manage some of our foreign exchange risk. Some natural hedges are also used to mitigate transaction and forecasted exposures. Through our foreign currency hedging activities, we seek primarily to minimize the risk that cash flows resulting from the sale of our products will be affected by changes in exchange rates. We do not designate our forward exchange contracts as hedges under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, and as a result we recognize the mark-to-market gain or loss on these contracts in earnings. For additional information, we refer you to the notes to our consolidated financial statements incorporated by reference into this prospectus supplement.

The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial

We believe that of our significant accounting policies, the following may involve a higher degree of judgment, estimation, or complexity than other accounting policies. For a more detailed description of these and our other accounting policies and recent accounting pronouncements, please refer to the notes to our audited and unaudited consolidated financial statements incorporated by reference into this prospectus supplement.

Allowance for Doubtful Accounts and Reserves for Receivables. We evaluate the collectibility of receivables based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations, a specific reserve is recorded against amounts due to reduce the net recognized receivable to the amount reasonably expected to be collected. Additional reserves are established based upon our perception of the quality of the current receivables, the current financial position of our customers and past experience of collectibility. If the financial condition of our customers were to deteriorate resulting in an impairment of their ability to make payments, additional allowances would be required.

Income Taxes. We estimate the effective tax rate expected to be applicable for the full fiscal year on a quarterly basis. The rate determined is used in providing for income taxes on a year-to-date basis. The tax effect of significant unusual items is reflected in the period in which they occur. If the estimates and related assumptions used to calculate the effective tax rate change, we may be required to adjust our effective rate, which could change income tax expense.

We record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in our consolidated balance sheets incorporated by reference into this prospectus supplement, as well as operating loss and tax credit carryforwards. We evaluate the recoverability of any tax assets recorded on the balance sheet and provide any necessary allowances as required. The carrying value of the net deferred tax assets assumes that we will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions, to realize the benefits of such assets. If these estimates and related assumptions change in the future, we may be required to record additional valuation allowances against our deferred tax assets resulting in additional income tax expense in our consolidated statements of income incorporated by reference into this prospectus supplement. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, carry back opportunities and tax planning strategies in making the assessment. We evaluate the ability to realize the deferred tax assets and assess the need for additional valuation allowances quarterly.

The amount of income taxes we pay is subject to audit by federal, state and foreign tax authorities, which often results in proposed assessments. We believe that we have adequately provided for any reasonably foreseeable outcome related to these matters. However, future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are determined or resolved. Additionally, the jurisdictions in which our earnings and/or deductions are realized may differ from current estimates.

Inventory Valuation. Inventories are valued at the lower of cost or market. Certain items in inventory may be considered impaired, obsolete or excess and as such, we may establish an allowance to reduce the carrying value of these items to their net realizable value. We also value used equipment taken in trade from our customers. Based on certain estimates, assumptions and judgments made from the information available at that time, we determine the amounts in these inventory allowances. If these

Goodwill. We perform a goodwill impairment test on at least an annual basis and more frequently in certain circumstances. We cannot predict the occurrence of certain events that might adversely affect the reported value of goodwill. Such events may include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on our customer base, or a material negative change in a relationship with a significant customer.

Guarantees of the Indebtedness of Others. We enter into agreements with finance companies whereby our equipment is sold to a finance company, which, in turn, sells or leases it to a customer. In some instances, we retain a liability in the event the customer defaults on the financing. Reserves are established related to these guarantees based upon our understanding of the current financial position of these customers and based on estimates and judgments made from information available at that time. If we become aware of deterioration in financial condition of our customers or of any impairment of their ability to make payments, additional allowances may be required. Although we may be liable for the entire amount of a customer’s financial obligation under guarantees, our losses would be mitigated by the value of any underlying collateral including financed equipment.

In addition, we monetize a substantial portion of the receivables originated by AFS through an ongoing program of syndications, limited recourse financings and other monetization transactions. In connection with some of these monetization transactions, we have a loss exposure associated with our pledged finance receivables related to possible defaults by the obligors under the terms of the contracts, which comprise these finance receivables. Allowances have been established related to these monetization transactions based upon the current financial position of these customers and based on estimates and judgments made from information available at that time. If the financial condition of these obligors were to deteriorate resulting in an impairment of their ability to make payments, additional allowances would be required. We discuss our guarantee agreements in the notes to our consolidated financial statements incorporated by reference into this prospectus supplement.

Long-Lived Assets. We review our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Judgments made by us related to the expected useful lives of long-lived assets and our ability to realize any undiscounted cash flows in excess of the carrying amounts of such assets are affected by factors such as the ongoing maintenance and improvements of the assets, changes in the expected use of the assets, changes in economic conditions, changes in operating performance and anticipated future cash flows. Since judgment is involved in determining the fair value of long-lived assets, there is risk that the carrying value of our long-lived assets may require adjustment in future periods. If actual fair value is less than our estimates, long-lived assets may be overstated on the balance sheet and a charge would need to be taken against earnings.

Pension and Postretirement Benefits. Pension and postretirement benefit costs and obligations are dependent on assumptions used in calculation of these amounts. These assumptions, used by actuaries, include discount rates, expected return on plan assets for funded plans, rate of salary increases, health care cost trend rates, mortality rates and other factors. In accordance with GAAP, actual results that differ from the actuarial assumptions are accumulated and amortized to future periods and therefore affect recognized expense and recorded obligations in future periods. While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions may materially effect our financial position or results of operations.

Restructuring and Restructuring-Related. These charges and related reserves and accruals reflect estimates, including those pertaining to separation costs, settlements of contractual obligations and asset valuations. We reassess the reserve requirements to complete each individual plan within the program at the end of each reporting period or as conditions change. Actual experience has been and may continue to be different from the estimates used to establish the reserves.

Revenue Recognition. Sales of non-military equipment and service parts are unconditional sales that are recorded when product is shipped and invoiced to independently owned and operated distributors and customers. Normally our sales terms are “free-on-board” shipping point (FOB shipping point). However, certain sales, including our All-Terrain Lifter, Army System (“ATLAS”) brand of military telehandler products, may be invoiced prior to the time customers take physical possession. In such cases, revenue is recognized only when the customer has a fixed commitment to purchase the equipment, the equipment has been completed and made available to the customer for pickup or delivery, and the customer has requested that we hold the equipment for pickup or delivery at a time specified by the customer. In such cases, the equipment is invoiced under our customary billing terms, title to the equipment and risk of ownership passes to the customer upon invoicing, the equipment is segregated from our inventory and identified as belonging to the customer, and we have no further obligations under the order other than customary post-sales support activities. During the first six months of fiscal 2005, less than 2% of our sales were invoiced and the revenue recognized prior to customers taking physical possession. In the instances that our shipping terms are “shipping point destination”, revenue is recorded at the time the goods reach our customers.

The sales terms for our ATLAS brand of military telehandler products are FOB Origin. In order for us to recognize revenue, the ATLAS telehandler products must pass inspection by a government Quality Assurance Representative (“QAR”) at the point of production to insure adequate special paint requirements. The sales terms of our Millennia Military Vehicle (“MMV”) brand of military telehandler products are FOB Destination. In order for us to recognize revenue, the MMV telehandler products must pass inspection by a government QAR at the point of production to insure adequate special paint requirements and by a government representative at the point of destination to verify delivery without damage during transportation.

Revenue from certain equipment lease contracts is accounted for as sales-type leases. The present value of all payments, net of executory costs (such as legal fees), is recorded as revenue and the related cost of the equipment is charged to cost of sales. The associated interest is recorded over the term of the lease using the interest method. In addition, net revenues include rental revenues earned on the lease of equipment held for rental. Rental revenues are recognized in the period earned over the lease term.

We enter into RPGs with some of our customers. These agreements are normally for a term of no greater than twelve months and provide for rental payments with a guaranteed purchase option at the end of the agreement. Under the terms of the RPG, the customer is obligated to purchase the

We ship equipment on a limited basis to certain customers on consignment, which under GAAP allows recognition of the revenues only upon final sale of the equipment by the consignee. At January 30, 2005, we had $3.8 million of inventory on consignment.

Warranty. We establish reserves related to the warranties we provide on our products. Specific reserves are maintained for programs related to machine safety and reliability issues. We establish estimates based on the size of the population, the type of program, costs to be incurred by us and estimated participation. We maintain additional reserves based on the historical percentage relationships of such costs to machine sales and applied to current equipment sales. If these estimates and related assumptions change, we may be required to record additional reserves.

Founded in 1969, we are the world’s largest manufacturer of access equipment (which we define as aerial work platforms and telehandlers) and highway-speed telescopic hydraulic excavators (excavators) based on gross revenues. Our aerial work platform and telehandler products are used in a wide variety of construction, industrial, institutional and general maintenance applications to position men and materials at heights. Our access equipment customers include equipment rental companies, construction contractors, manufacturing companies and home improvement centers. Our excavator products are used primarily by state and local municipalities in earthmoving applications. We sell our products globally under some of the most well established and widely recognized brand names in the access equipment industry, including JLG, SkyTrak, Lull and Gradall. We have manufacturing facilities in the United States, Belgium and France as well as sales and service operations on six continents. We operate on a July 31 fiscal year with our first, second and third fiscal quarters ending on Sundays proximate to October 31, January 31 and April 30, respectively. For the last four quarters ended January 30, 2005, we generated revenues and net income of $1.4 billion and $22.7 million, respectively.

Building on our European presence while remaining focused on the access industry, on April 30, 2004, we completed our purchase of Delta Manlift SAS (“Delta”), a subsidiary of The Manitowoc Company (“Manitowoc”). Headquartered in Tonneins, France, Delta has two facilities that manufacture the Toucan® brand of vertical mast lifts, a line of aerial work platforms distributed throughout Europe for use principally in industrial and maintenance operations. In addition, we purchased certain intellectual property and related assets of Manitowoc’s discontinued product lines, which will permit us to re-launch selected models of the Liftlux brand scissor lifts. The Liftlux brand of scissor lifts, primarily known for large capacity and height, are popular with specialty re-rental companies in Europe and North America and complement the upper end of our scissor lift line.

On August 1, 2003, we completed our acquisition of OmniQuip, which includes all operations relating to the SkyTrak and Lull brand telehandler products. Following the OmniQuip acquisition, we continue to manufacture and market SkyTrak and Lull brand telehandlers and we are now North America’s leading producer of telehandlers used in numerous applications by commercial and residential building contractors, as well as by customers in other construction, military and agricultural markets. We are now also a key supplier of telehandlers to the US military as a result of the OmniQuip acquisition.

We operate through three business segments: Machinery, Equipment Services and Access Financial Solutions.

Equipment Services Our Equipment Services segment provides after-sales service and support for our installed base of equipment, including parts sales and equipment rentals, and sells used and remanufactured equipment. We remanufacture and recondition (to certain specified standards, including ANSI standards) and repair and resell JLG used equipment. In addition, we resell used equipment of competing manufacturers. We offer a variety of service warranties on these machines. 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. This capability has been established in North America since 1993 through a separate dedicated facility in McConnellsburg, Pennsylvania and, following the OmniQuip acquisition, through a separate facility in McConnellsburg dedicated to reconditioning products for the military. During fiscal 2004, we purchased a facility in Tonneins, France, near our recently acquired Delta operations, with the intention of expanding our Equipment Services capability to Europe for the benefit of customers located there.

We also distribute replacement parts for our and competing manufacturers’ equipment through supplier-direct shipment programs and a system of two parts depots in North America and single parts depots in each of Europe and Australia. Sales of replacement parts have historically been less cyclical and typically generate higher margins than sales of new equipment. To help facilitate parts sales, we use Internet-based e-commerce in an effort to develop closer relationships with our customers. For example, we handle most of our warranty transactions and nearly half of our parts orders via the Internet.

As of July 31, 2004, we had a rental fleet of approximately 590 units that we deploy in North America to support our rental company customers’ demands for short-term rental contracts. Through

We support the sales, service and rental programs of our customers with product advertising, cooperative promotional programs, major trade show participation and training programs covering service, products and safety. We supplement our domestic sales and service support to our international customers through overseas facilities in Australia, Belgium, Brazil, France, Germany, Hong Kong, Italy, New Zealand, Norway, Poland, South Africa, Spain, Sweden and the United Kingdom and a joint venture in the Netherlands.

In response to our customers’ needs, services offered through ServicePLUS facilities will range from preventive maintenance programs to general repairs to the reconditioning of our equipment. The initial location is in Houston, Texas, at a facility with 35 service bays.

Access Financial Solutions Our AFS segment arranges equipment financing and leasing solutions for our customers primarily through third party financial institutions and provides credit support in connection with these financing and leasing arrangements. Financing arrangements that we offer or arrange through AFS include installment sale contracts, capital leases, operating leases and rental purchase guarantees. Terms of these arrangements vary depending on the type of transaction, but typically range between 36 and 72 months and generally require the customer to be responsible for insurance, taxes and maintenance of the equipment, and the customer bears the risk of damage to or loss of the equipment.

We incur contingent limited recourse liabilities with respect to our AFS customer financing activities in two ways. We provide limited guaranties to support certain of our customers’ obligations in the event of default to third-party financing companies that originate credit transactions that we help arrange. We also monetize a substantial portion of the finance receivables that we originate through our ongoing program of syndications, limited recourse financings and other monetization transactions. In connection with some of these monetization transactions, we have limited recourse obligations relating to possible defaults by the obligors under the terms of the contracts which comprise the finance receivables. During fiscal 2004, we supported our customers in directly financing $12.5 million in sales, and arranging third-party financing for an additional $153.2 million in sales. During this same period, we also sold, through various limited monetization transactions with one funding provider, $13.4 million in finance receivables originated by AFS. During the six months ending January 30, 2005, we supported our customers in directly financing $2.7 million in sales, and arranging third-party financing for an additional $84.7 million in sales.

We expect that our originations and monetizations of finance receivables will continue and that our limited recourse debt balance will continue to decline. In September 2003, we entered into a program agreement with General Electric Capital Corporation (“GECC”) to provide “private label” financing solutions for our customers in North America, and, in March 2004, we entered into an Operating Agreement with GECC to provide financing solutions for our customers in Europe. In addition, during 2004 we entered into additional program agreements with other funding providers to provide “private label” financing solutions for our customers in the United States and Canada. The terms of these additional agreements are similar to those under the GECC agreements. Under all of these agreements, our customers will continue to have direct interaction with our AFS personnel, but with the finance companies providing direct funding for transactions that meet agreed credit criteria subject to limited

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 nations 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. These 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.

Our products are marketed in over 3,500 locations worldwide through independent rental companies and distributors that rent and sell our products and provide service support, as well as through other sales and service branches or organizations in which we hold equity positions. North American customers are located in all 50 states in the US, as well as in Canada and Mexico. International customers are located in Europe, the Asia/Pacific region, Australia, Japan, Africa, the Middle East and Latin America, and our sales force is comprised of almost 150 employees worldwide. In North America, teams of sales employees are dedicated to specific major customers, channels or geographic regions through four sales offices. Our sales employees in Europe and the rest of the world are spread among our 21 international sales and service offices.

We invest significantly in product development, diversification and improvement, including the modification of existing products for special applications. Our product development staff is comprised of over 160 employees. Product development expenditures totaled approximately $11.1 million, $20.2 million, $16.1 million and $15.6 million for the six months ended January 30, 2005 and the fiscal years 2004, 2003 and 2002, respectively. In those same periods, new or redesigned products

We have various registered trademarks and patents relating to our products and our business, including registered trademarks for the JLG, Gradall, SkyTrak and Lull brand names. While we consider this intellectual property to be beneficial in the operation of our business, we are not dependent on any single patent or trademark or group of patents or trademarks.

Our business is seasonal with a substantial portion of our sales occurring in the spring and summer months which constitute the traditional construction season. In addition, within any fiscal quarter the majority of our sales occur within the final month of the quarter.

Our competitors range from some of the world’s largest multi-national construction equipment manufacturers to small single-product niche manufacturers. Within this global market, we face competition principally from two significant aerial work platform manufacturers, approximately 26 smaller aerial work platform manufacturers, seven major telehandler manufacturers and approximately 15 smaller telehandler manufacturers, as well as numerous manufacturers of other niche products such as boom trucks, cherry pickers, mast climbers, straight mast and truck-mounted fork-lifts, rough-terrain and all-terrain cranes, truck-mounted cranes, portable material lifts and various types of earth moving equipment that offer similar or overlapping functionality to our products. We believe we are the world’s leading manufacturer of aerial work platforms and one of the world’s leading manufacturers of telehandlers. We are currently a niche supplier of excavators, but within the narrow category of highway-speed, wheeled-mounted excavators, we are the leading supplier in North America.

We obtain raw materials, principally steel; other component parts, most notably engines, drive motors, tires, bearings and hydraulic components; and supplies from third parties. We also outsource certain assemblies and fabricated parts. We rely on preferred vendors as a sole source for “just-in-time” delivery of many raw materials and manufactured components. We believe these arrangements have resulted in reduced investment requirements, greater access to technology developments and lower per-unit costs. Because we maintain limited raw material and component inventories, even brief unanticipated delays in delivery by suppliers may adversely affect our ability to satisfy our customers on a timely basis and thereby affect our financial performance. In addition, market prices of some of the raw materials we use (such as steel) have recently 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.

We have rigorous product safety standards and we continually work to improve the safety and reliability of our products. We monitor accidents and possible claims and establish liability estimates with respect to claims based on internal evaluations of the merits of individual claims and the reserves assigned by our independent insurance claims adjustment firm. The methods of making such estimates and establishing the resulting accrued liability are reviewed frequently, and any adjustments resulting