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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
 (Mark One)
 x
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended July 31, 2005
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from _______________ to _______________
 Commission file number: 1-12123
 JLG INDUSTRIES, INC.
  PENNSYLVANIA
(State or other jurisdiction of incorporation
or organization)
    
    25-1199382
(I.R.S. Employer
Identification No.)
 1 JLG Drive, McConnellsburg, PA
(Address of principal executive offices)
    
    17233-9533
(Zip Code)
 Registrants telephone number, including area code:
(717) 485-5161
 Securities registered pursuant to Section 12(b) of the Act:
 (Title of class)
    
    (Name of exchange on which registered)Capital Stock ($.20 par value)
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
  x o
 x
 x o
 o x
  Documents Incorporated by Reference




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TABLE OF CONTENTS
 ItemPART I1. Business
    
    
    1Products and Services
    
    
    1Industry
    
    
    4Segment Financial Information
    
    
    5Marketing and Distribution
    
    
    5Product Development
    
    
    5Intellectual Property
    
    
    5Seasonal Nature of Business
    
    
    6Competition
    
    
    6Material and Supply Arrangements
    
    
    6Product Liability
    
    
    6Employees
    
    
    6Environmental
    
    
    6Foreign Operations
    
    
    7Executive Officers of the Registrant
    
    
    7Available Information
    
    
    82. Properties
    
    
    93. Legal Proceedings
    
    
    94. Submission of Matters to a Vote of Security Holders
    
    
    9PART II5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    106. Selected Financial Data
    
    
    117. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Overview
    
    
    12Results of Operations
    
    
    13Financial Condition
    
    
    19Critical Accounting Policies and Estimates
    
    
    22Outlook
    
    
    25Recent Accounting Pronouncements
    
    
    26Off-Balance Sheet Arrangements
    
    
    267A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    268. Financial Statements and Supplementary Data
    
    
    28Consolidated Statements of Income
    
    
    28Consolidated Balance Sheets
    
    
    29Consolidated Statements of Shareholders Equity
    
    
    30Consolidated Statements of Cash Flows
    
    
    31Notes to Consolidated Financial Statements
    
    
    32Reports of Independent Registered Public Accounting Firm
    
    
    589. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    609A. Controls and Procedures
    
    
    609B. Other Information
    
    
    61PART III10. Directors and Executive Officers of the Registrant
    
    
    6111. Executive Compensation
    
    
    61
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Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    6113. Certain Relationships and Related Transactions
    
    
    6114. Principal Accountant Fees and Services
    
    
    62PART IV15. Exhibits and Financial Statement Schedules
    
    
    62(a) (1) Financial Statements
    
    
    62(a) (2) Financial Statement Schedules
    
    
    62(a) (3) Exhibits
    
    
    62Signatures
    
    
    63EX-12EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2EX-99
  ii




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PART I
 
 ITEM 1. BUSINESS
    
 Products and Services
  Machinery
   1




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2




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Equipment Services
      3




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Access Financial Solutions
    
 Industry
  4




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Segment Financial Information
  
 Marketing and Distribution
    
 Product Development
  
 Intellectual Property
  5




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Seasonal Nature of Business
  
 Competition
  
 Material and Supply Arrangements
  
 Product Liability
   
 Employees
  
 Environmental
  6




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Foreign Operations
  
 Executive Officers of the Registrant
  PrincipalPositionName
    
    Position
    
    Age
    
    Held SinceWilliam M. Lasky
    
    Chairman of the Board, President and Chief
Executive Officer
    
    
    58
    
    
    
    2001James H. Woodward, Jr.
    
    Executive Vice President and Chief Financial Officer
    
    
    52
    
    
    
    2002Peter L. Bonafede, Jr.
    
    Senior Vice President, Manufacturing and Supply
Chain Management
    
    
    55
    
    
    
    2005Craig E. Paylor
    
    Senior Vice President, North America Sales,
Marketing and Customer Support
    
    
    49
    
    
    
    2005Wayne P. MacDonald
    
    Senior Vice President, Engineering
    
    
    52
    
    
    
    2002Philip H. Rehbein
    
    Senior Vice President, Commercial Solutions Group
    
    
    55
    
    
    
    2005Thomas D. Singer
    
    Senior Vice President, General Counsel and Secretary
    
    
    53
    
    
    
    2001Significant EmployeesIsrael Celli
    
    Vice President, International Sales, Marketing and
Customer Support
    
    
    52
    
    
    
    2002
 William M. Lasky
 James H. Woodward, Jr.
 Peter L. Bonafede
 Craig E. Paylor
 Wayne P. MacDonald
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Phillip H. Rehbein
 Thomas D. Singer
 Israel Celli
  
 Available Information
    8




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ITEM 2. PROPERTIES
  Location
    
    Size
    
    Owned/Leased
    
    ProductsNew EquipmentMcConnellsburg, Pennsylvania
    
    515,000 sq. ft.
    
    Owned
    
    Boom lifts, TelehandlersShippensburg, Pennsylvania
    
    320,000 sq. ft.
    
    Owned
    
    Boom lifts, Scissor lifts, Vertical Mast liftsLaVerne, California
    
    20,000 sq. ft.
    
    Leased
    
    TrailersMaasmechelen, Belgium
    
    80,000 sq. ft.
    
    Leased
    
    Boom lifts, Scissor lifts, TelehandlersNew Philadelphia, Ohio
    
    430,000 sq. ft.
    
    Owned
    
    ExcavatorsOakes, North Dakota
    
    78,000 sq. ft.
    
    Leased
    
    TelehandlersTonneins, France
    
    38,000 sq. ft.
    
    Owned
    
    Vertical Mast liftsTonneins, France
    
    63,000 sq. ft.
    
    Leased
    
    Vertical Mast liftsUsed EquipmentMcConnellsburg, Pennsylvania
    
    45,000 sq. ft.
    
    Owned
    
    Equipment ServicesMcConnellsburg, Pennsylvania
    
    27,000 sq. ft.
    
    Leased
    
    Equipment ServicesPort Macquarie, Australia
    
    25,000 sq. ft.
    
    Owned
    
    Equipment ServicesTonneins, France
    
    29,000 sq. ft.
    
    Leased
    
    Equipment ServicesHouston, Texas
    
    72,000 sq. ft.
    
    Leased
    
    Equipment Services
    
 ITEM 3. LEGAL PROCEEDINGS
   
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  9




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##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
  Price per Share
    
    
    Average Shares Traded DailyQuarter Ended
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004High
    
    
    Low
    
    
    High
    
    
    LowOctober 31
and October 26
    
    $
    17.51
    
    
    $
    12.68
    
    
    $
    12.25
    
    
    $
    8.52
    
    
    
    312,086
    
    
    
    254,798January 30
and January 25
    
    $
    20.08
    
    
    $
    16.94
    
    
    $
    16.53
    
    
    $
    11.41
    
    
    
    379,698
    
    
    
    252,874May 1 and
April 25
    
    $
    23.94
    
    
    $
    16.69
    
    
    $
    16.46
    
    
    $
    11.64
    
    
    
    514,337
    
    
    
    446,754July 31
    
    $
    31.34
    
    
    $
    20.30
    
    
    $
    15.73
    
    
    $
    12.62
    
    
    
    439,654
    
    
    
    292,613
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ITEM 6. SELECTED FINANCIAL DATA
 SIX-YEAR FINANCIAL SUMMARY
 (in thousands of dollars, except per share data and number of employees)
 Years Ended July 31,
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    2000RESULTS OF OPERATIONSRevenues
    
    $
    1,735,030
    
    
    $
    1,193,962
    
    
    $
    751,128
    
    
    $
    770,070
    
    
    $
    963,872
    
    
    $
    1,056,168Gross profit
    
    
    287,245
    
    
    
    225,400
    
    
    
    134,442
    
    
    
    132,087
    
    
    
    188,794
    
    
    
    231,086Selling, administrative and product development expenses
    
    
    (166,984
    )
    
    
    (149,467
    )
    
    
    (95,367
    )
    
    
    (95,279
    )
    
    
    (104,585
    )
    
    
    (109,434
    )Goodwill amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,052
    )
    
    
    (6,166
    )Restructuring charges
    
    
    
    
    
    
    (27
    )
    
    
    (2,754
    )
    
    
    (6,091
    )
    
    
    (4,402
    )
    
    
    Income from operations
    
    
    120,261
    
    
    
    75,906
    
    
    
    36,321
    
    
    
    30,717
    
    
    
    73,755
    
    
    
    115,486Interest expense
    
    
    (32,198
    )
    
    
    (38,098
    )
    
    
    (27,985
    )
    
    
    (16,255
    )
    
    
    (22,195
    )
    
    
    (20,589
    )Other income (expense), net
    
    
    5,025
    
    
    
    4,073
    
    
    
    6,691
    
    
    
    4,759
    
    
    
    2,737
    
    
    
    1,146Income before taxes and cumulative effect of change in
accounting principle
    
    
    93,088
    
    
    
    41,881
    
    
    
    15,027
    
    
    
    19,221
    
    
    
    54,297
    
    
    
    96,043Income tax provision
    
    
    (35,915
    )
    
    
    (15,232
    )
    
    
    (2,635
    )
    
    
    (6,343
    )
    
    
    (20,091
    )
    
    
    (35,536
    )Income before cumulative effect of change in accounting principal
    
    
    57,173
    
    
    
    26,649
    
    
    
    12,392
    
    
    
    12,878
    
    
    
    34,206
    
    
    
    60,507Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (114,470
    )
    
    
    
    
    
    
    Net income (loss)
    
    
    57,173
    
    
    
    26,649
    
    
    
    12,392
    
    
    
    (101,592
    )
    
    
    34,206
    
    
    
    60,507PER SHARE DATAEarnings per common share before cumulative effect of change in
accounting principle
    
    $
    1.23
    
    
    $
    .62
    
    
    $
    .29
    
    
    $
    .31
    
    
    $
    .81
    
    
    $
    1.39Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.72
    )
    
    
    
    
    
    
    Earnings (loss) per common share
    
    
    1.23
    
    
    
    .62
    
    
    
    .29
    
    
    
    (2.41
    )
    
    
    .81
    
    
    
    1.39Earnings per common shareassuming dilution before cumulative
effect of change in accounting principle
    
    
    1.20
    
    
    
    .61
    
    
    
    .29
    
    
    
    .30
    
    
    
    .80
    
    
    
    1.37Cumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.65
    )
    
    
    
    
    
    
    Earnings (loss) per common shareassuming dilution
    
    
    1.20
    
    
    
    .61
    
    
    
    .29
    
    
    
    (2.30
    )
    
    
    .80
    
    
    
    1.37Cash dividends
    
    
    .02
    
    
    
    .02
    
    
    
    .02
    
    
    
    .025
    
    
    
    .04
    
    
    
    .035PERFORMANCE MEASURES (before cumulative effect of change in
accounting principle)Return on revenues
    
    
    3.3
    %
    
    
    2.2
    %
    
    
    1.6
    %
    
    
    1.7
    %
    
    
    3.5
    %
    
    
    5.7
    %Return on average assets
    
    
    5.4
    %
    
    
    2.7
    %
    
    
    1.5
    %
    
    
    1.6
    %
    
    
    4.4
    %
    
    
    8.5
    %Return on average shareholders equity
    
    
    16.6
    %
    
    
    10.5
    %
    
    
    5.2
    %
    
    
    3.8
    %
    
    
    10.5
    %
    
    
    20.8
    %FINANCIAL POSITIONWorking capital
    
    $
    489,187
    
    
    $
    340,552
    
    
    $
    382,763
    
    
    $
    231,203
    
    
    $
    254,752
    
    
    $
    165,923Current assets as a percent of current liabilities
    
    
    229
    %
    
    
    216
    %
    
    
    273
    %
    
    
    188
    %
    
    
    250
    %
    
    
    187
    %Property, plant and equipment, net
    
    
    85,855
    
    
    
    91,504
    
    
    
    79,699
    
    
    
    84,370
    
    
    
    98,403
    
    
    
    105,879Total assets
    
    
    1,203,597
    
    
    
    1,027,444
    
    
    
    936,202
    
    
    
    778,241
    
    
    
    825,589
    
    
    
    653,587Total debt
    
    
    289,351
    
    
    
    423,534
    
    
    
    460,570
    
    
    
    279,329
    
    
    
    299,187
    
    
    
    98,302Shareholders equity
    
    
    478,592
    
    
    
    281,270
    
    
    
    247,714
    
    
    
    236,042
    
    
    
    333,441
    
    
    
    324,051Total debt as a percent of total capitalization
    
    
    38
    %
    
    
    60
    %
    
    
    65
    %
    
    
    54
    %
    
    
    47
    %
    
    
    23
    %Book value per share
    
    
    9.27
    
    
    
    6.41
    
    
    
    5.71
    
    
    
    5.52
    
    
    
    7.91
    
    
    
    7.42OTHER DATAProduct development expenditures
    
    $
    23,815
    
    
    $
    20,216
    
    
    $
    16,142
    
    
    $
    15,586
    
    
    $
    15,858
    
    
    $
    15,751Capital expenditures, net of retirements
    
    
    13,435
    
    
    
    11,978
    
    
    
    10,324
    
    
    
    12,390
    
    
    
    10,685
    
    
    
    22,251Net additions (retirements) to rental fleet
    
    
    7,895
    
    
    
    5,871
    
    
    
    4,073
    
    
    
    5,554
    
    
    
    12,437
    
    
    
    (8,016
    )Depreciation and amortization
    
    
    28,899
    
    
    
    25,681
    
    
    
    19,937
    
    
    
    20,959
    
    
    
    28,775
    
    
    
    25,970Employees
    
    
    3,927
    
    
    
    3,056
    
    
    
    2,263
    
    
    
    2,801
    
    
    
    3,300
    
    
    
    3,770
 This summary should be read in conjunction with Managements Discussion and Analysis of
Financial Condition and Results of Operations in Item 7, Part II of this report. Amounts subsequent
to 2003 reflect the acquisitions of OmniQuip in August 2003 and Delta in April 2004.
 
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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   
 OVERVIEW
      12




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RESULTS OF OPERATIONS
   13




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Years Ended July 31,2005
    
    
    2004
    
    
    2003Segment:Machinery
    
    $
    1,461,401
    
    
    $
    973,610
    
    
    $
    594,484Equipment Services
    
    
    259,878
    
    
    
    204,454
    
    
    
    136,737Access Financial Solutions (a)
    
    
    13,751
    
    
    
    15,898
    
    
    
    19,907$
    1,735,030
    
    
    $
    1,193,962
    
    
    $
    751,128Products:Aerial work platforms
    
    $
    888,073
    
    
    $
    562,056
    
    
    $
    428,564Telehandlers
    
    
    511,766
    
    
    
    358,865
    
    
    
    117,475Excavators
    
    
    61,562
    
    
    
    52,689
    
    
    
    48,445After-sales service and
support, including parts
sales, and used and
reconditioned equipment sales
    
    
    252,381
    
    
    
    196,576
    
    
    
    130,335Financial products (a)
    
    
    11,915
    
    
    
    15,203
    
    
    
    19,184Rentals
    
    
    9,333
    
    
    
    8,573
    
    
    
    7,125$
    1,735,030
    
    
    $
    1,193,962
    
    
    $
    751,128Geographic:United States
    
    $
    1,311,450
    
    
    $
    923,696
    
    
    $
    546,494Europe
    
    
    264,032
    
    
    
    178,392
    
    
    
    145,038Other
    
    
    159,548
    
    
    
    91,874
    
    
    
    59,596$
    1,735,030
    
    
    $
    1,193,962
    
    
    $
    751,128
 
 (a)
    
    Revenues for Access Financial Solutions and for financial products are not the same because
Access Financial Solutions also receives revenues from rental purchase agreements that are
recorded for accounting purposes as rental revenues from operating leases.     14




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Salaries and related benefits
    
    $
    5.4Bonus expense
    
    
    3.9Advertising and trade shows
    
    
    3.2Incremental expenses from Delta operations
    
    
    2.9Consulting and legal costs
    
    
    2.2Depreciation and amortization expense
    
    
    1.6Product development expenses
    
    
    1.4ServicePlus operations
    
    
    1.4Utilities
    
    
    1.1Pension and other postretirement benefit costs
    
    
    (1.1
    )OmniQuip integration expenses
    
    
    (4.2
    )Bad debt provisions
    
    
    (4.6
    )Other
    
    
    4.3$
    17.5
   16




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Salaries and related benefits
    
    $
    12.1Bonus expense
    
    
    7.2OmniQuip integration expenses
    
    
    6.6Consulting and legal costs
    
    
    5.2Bad debt provisions
    
    
    4.5Amortization expense
    
    
    2.9Pension and other postretirement benefit costs
    
    
    2.7Advertising and trade shows
    
    
    2.4Accelerated vesting of restricted stock awards
    
    
    1.8Other
    
    
    8.7$
    54.1
     17




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FINANCIAL CONDITION
    19




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Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 YearsShort- and long-term debt (a)
    
    $
    225,693
    
    
    $
    1,496
    
    
    $
    109,034
    
    
    $
    1,805
    
    
    $
    113,358Limited recourse debt (b)
    
    
    63,658
    
    
    
    29,642
    
    
    
    33,282
    
    
    
    734
    
    
    
    Operating leases (c)
    
    
    32,627
    
    
    
    5,932
    
    
    
    10,964
    
    
    
    6,072
    
    
    
    9,659Purchase obligations (d)
    
    
    144,892
    
    
    
    144,829
    
    
    
    63
    
    
    
    
    
    
    
    Total contractual obligations (e)
    
    $
    466,870
    
    
    $
    181,899
    
    
    $
    153,343
    
    
    $
    8,611
    
    
    $
    123,017
 
 (a)
    
    Includes our 2008 Notes, 2012 Notes and indebtedness under our bank credit facilities as more
fully described in Note 18 of Notes to Consolidated Financial Statements, Item 8 of Part II of
this report.(b)
    
    Our limited recourse debt is the result of the sale of finance receivables through limited
recourse monetization transactions.(c)
    
    In accordance with SFAS No. 13, Accounting for Leases, operating lease obligations are not
reflected in the balance sheet.(d)
    
    We enter into contractual arrangements that result in our obligation to make future payments,
including purchase obligations. We enter into these arrangements in the ordinary course of
business in order to ensure adequate levels of inventories, machinery and equipment, or
services. Purchase obligations primarily consist of inventory purchase commitments, including
raw materials, components and sourced products.(e)
    
    We anticipate that our funding obligation for our pension and postretirement benefit plans in
fiscal 2006 will approximate $2.8 million. That amount principally represents contributions
either required by regulations or laws or, with respect to unfunded plans, necessary to fund
current benefits. We have not presented estimated pension and postretirement funding in the
table above as the funding can vary from year to year based upon changes in the fair value of
the plan assets and actuarial assumptions.  Amount of Commitment Expiration Per PeriodTotalAmounts
    
    
    Less than
    
    
    
    
    
    
    
    
    
    
    OverCommitted
    
    
    1 Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    5 YearsStandby letters of credit
    
    $
    4,421
    
    
    $
    4,298
    
    
    $
    123
    
    
    $
    
    
    
    $
    Guarantees (a)
    
    
    87,657
    
    
    
    17,689
    
    
    
    37,458
    
    
    
    24,859
    
    
    
    7,651Total commercial commitments
    
    $
    92,078
    
    
    $
    21,987
    
    
    $
    37,581
    
    
    $
    24,859
    
    
    $
    7,651
 
 (a)
    
    We discuss our guarantee agreements in Note 17 of the Notes to Consolidated Financial
Statements, Item 8 of Part II of this report.   20




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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   Allowance for Doubtful Accounts and Reserves for Finance Receivables:
 22




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Goodwill:
 Guarantees of the Indebtedness of Others:
   Income Taxes:
   Inventory Valuation:
 23




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Long-Lived Assets:
 Pension and Postretirement Benefits:
 Product Liability:
 Restructuring and Restructuring-Related:
 Revenue Recognition:
 24




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Warranty:
 
 OUTLOOK
     25




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RECENT ACCOUNTING PRONOUNCEMENTS
  
 OFF-BALANCE SHEET ARRANGEMENTS
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 MARKET RISK
     26




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 CONSOLIDATED STATEMENTS OF INCOME
 Years Ended July 31,(in thousands, except per share data)
    
    2005
    
    
    2004
    
    
    2003RevenuesNet sales
    
    $
    1,713,782
    
    
    $
    1,170,186
    
    
    $
    724,819Financial products
    
    
    11,915
    
    
    
    15,203
    
    
    
    19,184Rentals
    
    
    9,333
    
    
    
    8,573
    
    
    
    7,1251,735,030
    
    
    
    1,193,962
    
    
    
    751,128Cost of sales
    
    
    1,447,785
    
    
    
    968,562
    
    
    
    616,686Gross profit
    
    
    287,245
    
    
    
    225,400
    
    
    
    134,442Selling and administrative expenses
    
    
    142,383
    
    
    
    128,465
    
    
    
    79,225Product development expenses
    
    
    24,601
    
    
    
    21,002
    
    
    
    16,142Restructuring charges
    
    
    
    
    
    
    27
    
    
    
    2,754Income from operations
    
    
    120,261
    
    
    
    75,906
    
    
    
    36,321Interest expense
    
    
    (32,198
    )
    
    
    (38,098
    )
    
    
    (27,985
    )Miscellaneous, net
    
    
    5,025
    
    
    
    4,073
    
    
    
    6,691Income before taxes
    
    
    93,088
    
    
    
    41,881
    
    
    
    15,027Income tax provision
    
    
    35,915
    
    
    
    15,232
    
    
    
    2,635Net income
    
    $
    57,173
    
    
    $
    26,649
    
    
    $
    12,392Earnings per common share
    
    $
    1.23
    
    
    $
    .62
    
    
    $
    .29Earnings per common shareassuming dilution
    
    $
    1.20
    
    
    $
    .61
    
    
    $
    .29Cash dividends per share
    
    $
    .02
    
    
    $
    .02
    
    
    $
    .02Weighted average shares outstanding
    
    
    46,529
    
    
    
    42,860
    
    
    
    42,601Weighted average shares outstandingassuming dilution
    
    
    47,793
    
    
    
    44,032
    
    
    
    42,866
 The accompanying notes are an integral part of these financial statements.
 28




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CONSOLIDATED BALANCE SHEETS
 July 31,(in thousands, except per share data)
    
    2005
    
    
    2004ASSETSCurrent AssetsCash and cash equivalents
    
    $
    223,597
    
    
    $
    37,656Trade accounts and finance receivables, less
allowance for doubtful accounts and provision
for losses of $11,310 in 2005 and $11,806 in
2004
    
    
    419,866
    
    
    
    400,597Inventories
    
    
    169,097
    
    
    
    154,405Other current assets
    
    
    56,739
    
    
    
    41,058Total Current Assets
    
    
    869,299
    
    
    
    633,716Property, plant and equipment, net
    
    
    85,855
    
    
    
    91,504Equipment held for rental, net of accumulated
depreciation of $8,985 in 2005 and $9,055 in
2004
    
    
    22,570
    
    
    
    21,190Finance receivables, less current portion
    
    
    30,354
    
    
    
    33,747Pledged finance receivables, less current portion
    
    
    33,649
    
    
    
    86,559Goodwill
    
    
    61,641
    
    
    
    62,885Intangible assets, net of accumulated
amortization of $6,805 in 2005 and $3,181 in
2004
    
    
    32,086
    
    
    
    35,240Other assets
    
    
    68,143
    
    
    
    62,603$
    1,203,597
    
    
    $
    1,027,444LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesShort-term debt
    
    $
    665
    
    
    $
    679Current portion of long-term debt
    
    
    831
    
    
    
    1,050Current portion of limited recourse debt from
finance receivables monetizations
    
    
    29,642
    
    
    
    32,585Accounts payable
    
    
    200,323
    
    
    
    139,990Accrued expenses
    
    
    148,651
    
    
    
    118,860Total Current Liabilities
    
    
    380,112
    
    
    
    293,164Long-term debt, less current portion
    
    
    224,197
    
    
    
    300,011Limited recourse debt from finance receivables
monetizations, less current portion
    
    
    34,016
    
    
    
    89,209Accrued post-retirement benefits
    
    
    31,113
    
    
    
    29,666Other long-term liabilities
    
    
    27,233
    
    
    
    20,542Provisions for contingencies
    
    
    28,334
    
    
    
    13,582Shareholders EquityCapital stock:Authorized shares: 100,000 at $.20 par valueIssued and outstanding shares: 2005  51,645
shares; 2004  43,903 shares
    
    
    10,329
    
    
    
    8,781Additional paid-in capital
    
    
    180,696
    
    
    
    29,571Retained earnings
    
    
    310,516
    
    
    
    254,268Unearned compensation
    
    
    (7,397
    )
    
    
    (5,333
    )Accumulated other comprehensive loss
    
    
    (15,552
    )
    
    
    (6,017
    )Total Shareholders Equity
    
    
    478,592
    
    
    
    281,270$
    1,203,597
    
    
    $
    1,027,444
 The accompanying notes are an integral part of these financial statements.
 29




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CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 AccumulatedOther
    
    
    TotalCapital Stock
    
    
    Additional
    
    
    Retained
    
    
    Unearned
    
    
    Comprehensive
    
    
    Shareholders(in thousands, except per share data)
    
    Shares
    
    
    Par Value
    
    
    Paid-in Capital
    
    
    Earnings
    
    
    Compensation
    
    
    (Loss) Income
    
    
    EquityBalances at July 31, 2002
    
    
    42,728
    
    
    $
    8,546
    
    
    $
    18,846
    
    
    $
    216,957
    
    
    $
    (1,649
    )
    
    $
    (6,658
    )
    
    $
    236,042Comprehensive income:Net income for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,392Aggregate translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,276Minimum pension liability
adjustment, net of deferred tax
benefit of $1,201
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,236
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,432Dividends paid: $.02 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (859
    )
    
    
    
    
    
    
    
    
    
    
    (859
    )Shares issued under stock plans
    
    
    639
    
    
    
    127
    
    
    
    4,585
    
    
    
    
    
    
    
    (4,613
    )
    
    
    
    
    
    
    99Tax benefit related to exercise of
nonqualified stock options
    
    
    
    
    
    
    
    
    
    
    166
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    166Amortization of unearned compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    834
    
    
    
    
    
    
    
    834Balances at July 31, 2003
    
    
    43,367
    
    
    
    8,673
    
    
    
    23,597
    
    
    
    228,490
    
    
    
    (5,428
    )
    
    
    (7,618
    )
    
    
    247,714Comprehensive income:Net income for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,649Aggregate translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    154Minimum pension liability
adjustment, net of deferred taxes
of $695
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,447Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,250Dividends paid: $.02 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (871
    )
    
    
    
    
    
    
    
    
    
    
    (871
    )Shares issued under incentive plan
    
    
    536
    
    
    
    108
    
    
    
    5,269
    
    
    
    
    
    
    
    (2,963
    )
    
    
    
    
    
    
    2,414Tax benefit related to exercise of
nonqualified stock options
    
    
    
    
    
    
    
    
    
    
    705
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    705Amortization of unearned compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,058
    
    
    
    
    
    
    
    3,058Balances at July 31, 2004
    
    
    43,903
    
    
    
    8,781
    
    
    
    29,571
    
    
    
    254,268
    
    
    
    (5,333
    )
    
    
    (6,017
    )
    
    
    281,270Comprehensive income:Net income for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,173Aggregate translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,640
    )Minimum pension liability
adjustment, net of deferred tax
benefit of $1,207
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,895
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,638Dividends paid: $.02 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (925
    )
    
    
    
    
    
    
    
    
    
    
    (925
    )Net proceeds from issuance of Common
Stock
    
    
    5,750
    
    
    
    1,150
    
    
    
    118,271
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119,421Shares issued under incentive plan
    
    
    1,992
    
    
    
    398
    
    
    
    24,975
    
    
    
    
    
    
    
    (5,547
    )
    
    
    
    
    
    
    19,826Tax benefit related to exercise of
nonqualified stock options
    
    
    
    
    
    
    
    
    
    
    7,879
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,879Amortization of unearned compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,483
    
    
    
    
    
    
    
    3,483Balances at July 31, 2005
    
    
    51,645
    
    
    $
    10,329
    
    
    $
    180,696
    
    
    $
    310,516
    
    
    $
    (7,397
    )
    
    $
    (15,552
    )
    
    $
    478,592
 The accompanying notes are an integral part of these financial statements.
 30




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CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended July 31,(in thousands)
    
    2005
    
    
    2004
    
    
    2003OPERATIONSNet income
    
    $
    57,173
    
    
    $
    26,649
    
    
    $
    12,392Adjustments to reconcile net income to cash flow from
operating activities:Loss on sale of property, plant and equipment
    
    
    948
    
    
    
    319
    
    
    
    266Gain on sale of equipment held for rental
    
    
    (11,711
    )
    
    
    (12,451
    )
    
    
    (6,794
    )Non-cash charges and credits:Depreciation and amortization
    
    
    28,899
    
    
    
    25,681
    
    
    
    19,937Provision for self-insured losses
    
    
    12,731
    
    
    
    10,295
    
    
    
    6,344Deferred income taxes
    
    
    (16,548
    )
    
    
    (7,869
    )
    
    
    (6,336
    )Other
    
    
    10,803
    
    
    
    14,580
    
    
    
    7,861Changes in selected working capital items:Accounts receivable
    
    
    (25,948
    )
    
    
    (66,296
    )
    
    
    (35,324
    )Inventories
    
    
    (15,268
    )
    
    
    9,188
    
    
    
    43,137Accounts payable
    
    
    60,423
    
    
    
    33,207
    
    
    
    (46,026
    )Other operating assets and liabilities
    
    
    30,623
    
    
    
    13,506
    
    
    
    (12,706
    )Changes in finance receivables
    
    
    1,877
    
    
    
    (6,112
    )
    
    
    40,487Changes in pledged finance receivables
    
    
    36
    
    
    
    (14,866
    )
    
    
    (114,271
    )Changes in other assets and liabilities
    
    
    8,374
    
    
    
    (11,090
    )
    
    
    (3,295
    )Cash flow from operating activities
    
    
    142,412
    
    
    
    14,741
    
    
    
    (94,328
    )INVESTMENTSPurchases of property, plant and equipment
    
    
    (15,443
    )
    
    
    (12,387
    )
    
    
    (10,806
    )Proceeds from the sale of property, plant and equipment
    
    
    1,060
    
    
    
    90
    
    
    
    216Purchases of equipment held for rental
    
    
    (31,249
    )
    
    
    (26,689
    )
    
    
    (16,342
    )Proceeds from the sale of equipment held for rental
    
    
    35,065
    
    
    
    33,269
    
    
    
    19,063Purchases of held-to-maturity securities
    
    
    (224,987
    )
    
    
    
    
    
    
    Maturities of held-to-maturity securities
    
    
    224,987
    
    
    
    
    
    
    
    Cash portion of acquisitions
    
    
    (105
    )
    
    
    (109,557
    )
    
    
    Other
    
    
    366
    
    
    
    333
    
    
    
    (689
    )Cash flow from investing activities
    
    
    (10,306
    )
    
    
    (114,941
    )
    
    
    (8,558
    )FINANCINGNet (decrease) increase in short-term debt
    
    
    (6
    )
    
    
    27
    
    
    
    (13,497
    )Issuance of long-term debt
    
    
    156,018
    
    
    
    351,999
    
    
    
    404,283Repayment of long-term debt
    
    
    (232,666
    )
    
    
    (362,506
    )
    
    
    (279,647
    )Issuance of limited recourse debt
    
    
    
    
    
    
    13,979
    
    
    
    117,383Repayment of limited recourse debt
    
    
    
    
    
    
    (253
    )
    
    
    (118
    )Payment of dividends
    
    
    (925
    )
    
    
    (871
    )
    
    
    (859
    )Net proceeds from issuance of common stock
    
    
    119,421
    
    
    
    
    
    
    
    Exercise of stock options
    
    
    19,826
    
    
    
    2,414
    
    
    
    93Cash flow from financing activities
    
    
    61,668
    
    
    
    4,789
    
    
    
    227,638CURRENCY ADJUSTMENTSEffect of exchange rate changes on cash
    
    
    (7,833
    )
    
    
    258
    
    
    
    1,852CASH AND CASH EQUIVALENTSNet change in cash and cash equivalents
    
    
    185,941
    
    
    
    (95,153
    )
    
    
    126,604Beginning balance
    
    
    37,656
    
    
    
    132,809
    
    
    
    6,205Ending balance
    
    $
    223,597
    
    
    $
    37,656
    
    
    $
    132,809
 The accompanying notes are an integral part of these financial statements.
 31




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (in thousands, except per share data and unless otherwise indicated)
 NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICES
 Principles of Consolidation and Statement Presentation
   Reclassifications
  Use of Estimates
  Revenue Recognition
    32




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Shipping and Handling Fees
  Cash and Cash Equivalents
  Inventories
   2005
    
    
    2004Finished goods
    
    $
    75,014
    
    
    $
    66,586Raw materials and work in process
    
    
    102,267
    
    
    
    93,695177,281
    
    
    
    160,281Less LIFO provision
    
    
    8,184
    
    
    
    5,876$
    169,097
    
    
    $
    154,405
  Property, Plant and Equipment and Equipment Held for Rental
  Long-Lived Assets
  33




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Goodwill
      EuropeanEquipmentServicesMachinery
    
    
    Operations
    
    
    TotalBalance as of August 1, 2003
    
    $
    29,509
    
    
    $
    
    
    
    $
    29,509Additions
    
    
    32,028
    
    
    
    1,359
    
    
    
    33,387Translation
    
    
    5
    
    
    
    (16
    )
    
    
    (11
    )Balance as of July 31, 2004
    
    
    61,542
    
    
    
    1,343
    
    
    
    62,885Additions
    
    
    
    
    
    
    98
    
    
    
    98Reductions
    
    
    (1,360
    )
    
    
    
    
    
    
    (1,360
    )Translation
    
    
    6
    
    
    
    12
    
    
    
    18Balance as of July 31, 2005
    
    $
    60,188
    
    
    $
    1,453
    
    
    $
    61,641
  34




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Income Taxes
  Product Development
  Product Warranty
   Balance as of August 1, 2003
    
    $
    8,585Additions due to acquisition of OmniQuip
    
    
    5,683Payments
    
    
    (7,547
    )Accruals
    
    
    5,108Balance as of July 31, 2004
    
    
    11,829Payments
    
    
    (12,893
    )Accruals
    
    
    14,441Balance as of July 31, 2005
    
    $
    13,377
 Concentrations of Credit Risk
  Advertising and Promotion
  35




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Foreign Currency Translation
   Derivative Instruments
     Sales Incentives
  36




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Employee Retirement Plans
  Stock-Based Compensation
  2005
    
    
    2004
    
    
    2003Volatility factor
    
    
    .515
    
    
    
    .591
    
    
    
    .546Expected life in years
    
    
    5.0
    
    
    
    5.0
    
    
    
    4.9Dividend yield
    
    
    .07
    %
    
    
    .14
    %
    
    
    .24
    %Interest rate
    
    
    4.03
    %
    
    
    3.68
    %
    
    
    3.0
    %Weighted average fair market value at date of grant
    
    $
    14.07
    
    
    $
    7.35
    
    
    $
    4.12
  2005
    
    
    2004
    
    
    2003Net income, as reported
    
    $
    57,173
    
    
    $
    26,649
    
    
    $
    12,392Less: Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of
related tax effects
    
    
    (2,272
    )
    
    
    (2,916
    )
    
    
    (3,476
    )Pro forma net income
    
    $
    54,901
    
    
    $
    23,733
    
    
    $
    8,916Earnings per share:Earnings per common shareas reported
    
    $
    1.23
    
    
    $
    .62
    
    
    $
    .29Earnings per common sharepro forma
    
    $
    1.18
    
    
    $
    .55
    
    
    $
    .21Earnings per common shareassuming
dilutionas reported
    
    $
    1.20
    
    
    $
    .61
    
    
    $
    .29Earnings per common shareassuming
dilutionpro forma
    
    $
    1.15
    
    
    $
    .54
    
    
    $
    .21
 Recent Accounting Pronouncements
  37




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NOTE 2ACQUISITIONS
    38




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##### Table of Contents



Accounts receivable
    
    $
    8,517Inventory
    
    
    3,154Property, plant and equipment
    
    
    1,427Goodwill
    
    
    712Other intangible assets, trademarks
    
    
    2,867Accounts payable
    
    
    (3,867
    )Other assets and liabilities, net
    
    
    (2,841
    )Assumed debt
    
    
    (103
    )Net cash consideration
    
    $
    9,866
     Accounts receivable
    
    $
    33,938Inventory
    
    
    37,360Property, plant and equipment
    
    
    9,673Goodwill
    
    
    29,905Other intangible assets, primarily trademarks and patents
    
    
    34,210Accounts payable
    
    
    (19,563
    )Other assets and liabilities, net (a)
    
    
    (14,836
    )Assumed debt
    
    
    (3,630
    )Net cash consideration
    
    $
    107,057
 
 (a)
    
    Includes $11.3 million related to personnel reductions and facility closings or
restructuring.
 39




---



##### Table of Contents



Year Ended July 31, 2003JLG
    
    
    OmniQuip (a)
    
    
    TotalRevenues
    
    $
    751,128
    
    
    $
    213,781
    
    
    $
    964,909Net income (loss)
    
    
    12,392
    
    
    
    (34,640
    )
    
    
    (22,248
    )Net income (loss) per common share
    
    
    .29
    
    
    
    (.81
    )
    
    
    (.52
    )Net income (loss) per common shareassuming dilution
    
    
    .29
    
    
    
    (.81
    )
    
    
    (.52
    )
 
 (a)
    
    Includes a goodwill and intangible asset impairment charge of $30.0 million.
   Planned Headcount Reduction:Number of employees related to OmniQuip acquisition
    
    
    350Reductions
    
    
    (332
    )Balance at July 31, 2004
    
    
    18Reductions
    
    
    (18
    )Balance at July 31, 2005
    
    
    Involuntary Employee Termination and Relocation Benefits:Accrual related to OmniQuip acquisition
    
    $
    10,030Adjustment to initial accrual
    
    
    (2,404
    )Costs incurred
    
    
    (4,843
    )Balance at July 31, 2004
    
    
    2,783Adjustment to initial accrual
    
    
    (1,102
    )Costs incurred
    
    
    (1,246
    )Balance at July 31, 2005
    
    $
    435
 40




---



##### Table of Contents



Facility Closure and Restructuring Costs:Accrual related to OmniQuip acquisition
    
    $
    13,601Adjustment to initial accrual
    
    
    (7,680
    )Costs incurred
    
    
    (1,656
    )Balance at July 31, 2004
    
    
    4,265Adjustment to initial accrual
    
    
    (1,115
    )Balance at July 31, 2005
    
    $
    3,150
   NOTE 3TRADE ACCOUNTS AND FINANCE RECEIVABLES
  2005
    
    
    2004Trade accounts receivable
    
    $
    393,915
    
    
    $
    370,633Finance receivables
    
    
    8,023
    
    
    
    7,270Pledged finance receivables
    
    
    29,238
    
    
    
    34,500431,176
    
    
    
    412,403Less allowance for doubtful accounts and provisions for losses
    
    
    (11,310
    )
    
    
    (11,806
    )$
    419,866
    
    
    $
    400,597
   2005
    
    
    2004Gross finance and pledged finance receivables
    
    $
    91,486
    
    
    $
    169,472Estimated residual value
    
    
    18,359
    
    
    
    21,899109,845
    
    
    
    191,371Unearned income
    
    
    (8,580
    )
    
    
    (29,295
    )Net finance and pledged finance receivables
    
    
    101,265
    
    
    
    162,076Provision for losses
    
    
    (2,801
    )
    
    
    (3,992
    )$
    98,464
    
    
    $
    158,084
  41




---



##### Table of Contents



2006
    
    $
    44,6252007
    
    
    30,4712008
    
    
    13,5512009
    
    
    2,7792010
    
    
    36Thereafter
    
    
    24Residual value in equipment at lease end
    
    
    18,359Less: unearned finance income
    
    
    (8,580
    )Net investment in leases
    
    $
    101,265
  NOTE 4PROPERTY, PLANT AND EQUIPMENT
  2005
    
    
    2004Land and improvements
    
    $
    8,683
    
    
    $
    8,801Buildings and improvements
    
    
    63,406
    
    
    
    63,334Machinery and equipment
    
    
    115,668
    
    
    
    132,190187,757
    
    
    
    204,325Less allowance for depreciation and amortization
    
    
    101,902
    
    
    
    112,821$
    85,855
    
    
    $
    91,504
  NOTE 5INTANGIBLE ASSETS
  Weighted AverageAmortization Period
    
    Gross Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Net Carrying(in years)
    
    Value
    
    
    Amortization
    
    
    Translation
    
    
    ValueFinite LivedPatents
    
    
    9
    
    
    $
    5,810
    
    
    $
    (1,572
    )
    
    $
    
    
    
    $
    4,238Contracts
    
    
    2
    
    
    
    3,800
    
    
    
    (3,800
    )
    
    
    
    
    
    
    Trademark
    
    
    10
    
    
    
    1,500
    
    
    
    (188
    )
    
    
    
    
    
    
    1,312Other
    
    
    10
    
    
    
    2,803
    
    
    
    (1,245
    )
    
    
    8
    
    
    
    1,5667
    
    
    
    13,913
    
    
    
    (6,805
    )
    
    
    8
    
    
    
    7,116Indefinite LivedTrademarks
    
    
    
    
    
    
    24,956
    
    
    
    
    
    
    
    14
    
    
    
    24,970Total Intangible Assets
    
    
    
    
    
    $
    38,869
    
    
    $
    (6,805
    )
    
    $
    22
    
    
    $
    32,086
 42




---



##### Table of Contents



Weighted AverageAmortization Period
    
    Gross Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Net Carrying(in years)
    
    Value
    
    
    Amortization
    
    
    Translation
    
    
    ValueFinite LivedPatents
    
    
    9
    
    
    $
    5,810
    
    
    $
    (786
    )
    
    $
    
    
    
    $
    5,024Contracts
    
    
    2
    
    
    
    3,800
    
    
    
    (1,900
    )
    
    
    
    
    
    
    1,900Trademark
    
    
    10
    
    
    
    1,500
    
    
    
    (37
    )
    
    
    
    
    
    
    1,463Other
    
    
    11
    
    
    
    2,353
    
    
    
    (458
    )
    
    
    
    
    
    
    1,8958
    
    
    
    13,463
    
    
    
    (3,181
    )
    
    
    
    
    
    
    10,282Indefinite LivedTrademarks
    
    
    
    
    
    
    24,956
    
    
    
    
    
    
    
    2
    
    
    
    24,958Total Intangible Assets
    
    
    
    
    
    $
    38,419
    
    
    $
    (3,181
    )
    
    $
    2
    
    
    $
    35,240
  NOTE 6OTHER ASSETS
  2005
    
    
    2004Future income tax benefits
    
    $
    38,896
    
    
    $
    26,363Customer notes receivable and other investments
    
    
    19,671
    
    
    
    25,655Deferred finance charges
    
    
    8,712
    
    
    
    13,902Other
    
    
    8,304
    
    
    
    2,98375,583
    
    
    
    68,903Less allowance for notes receivable
    
    
    7,440
    
    
    
    6,300$
    68,143
    
    
    $
    62,603
   43




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##### Table of Contents



NOTE 7ACCRUED EXPENSES
  2005
    
    
    2004Accrued payroll and related taxes and benefits
    
    $
    37,196
    
    
    $
    31,088Accrued sales rebate and commissions
    
    
    22,749
    
    
    
    9,753Accrued income taxes
    
    
    17,732
    
    
    
    14,497Accrued value added taxes
    
    
    13,951
    
    
    
    7,013Accrued warranty
    
    
    13,377
    
    
    
    11,829Provisions for contingencies
    
    
    9,500
    
    
    
    16,155Accrued steel surcharge
    
    
    5,773
    
    
    
    1,268Accrued dealer costs
    
    
    4,453
    
    
    
    4,031Accrued interest
    
    
    4,305
    
    
    
    4,965Unearned income
    
    
    3,905
    
    
    
    1,093Accrued workmens compensation
    
    
    2,064
    
    
    
    1,906Accrued professional fees
    
    
    1,654
    
    
    
    1,516Accrued restructuring
    
    
    585
    
    
    
    3,145Other accrued expenses
    
    
    11,407
    
    
    
    10,601$
    148,651
    
    
    $
    118,860
 NOTE 8LEASES
    2006
    
    $
    4382007
    
    
    4382008
    
    
    4402009
    
    
    4392010
    
    
    439Thereafter
    
    
    1,989Total minimum lease payments
    
    
    4,183Less amount representing interest
    
    
    (1,024
    )Present value of net minimum lease payments
    
    
    3,159Less obligations under capital lease, current portion
    
    
    (255
    )Obligations under capital lease, less current portion
    
    $
    2,904
  44




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##### Table of Contents



NOTE 9CHANGES IN ACCOUNTING ESTIMATES
   NOTE 10SEGMENT INFORMATION
   2005
    
    
    2004
    
    
    2003Revenues:Machinery
    
    $
    1,461,401
    
    
    $
    973,610
    
    
    $
    594,484Equipment Services
    
    
    259,878
    
    
    
    204,454
    
    
    
    136,737Access Financial Solutions
    
    
    13,751
    
    
    
    15,898
    
    
    
    19,907$
    1,735,030
    
    
    $
    1,193,962
    
    
    $
    751,128Segment profit (loss):Machinery
    
    $
    111,974
    
    
    $
    70,844
    
    
    $
    25,513Equipment Services
    
    
    72,878
    
    
    
    59,760
    
    
    
    27,119Access Financial Solutions
    
    
    4,420
    
    
    
    1,695
    
    
    
    3,990General corporate
    
    
    (75,407
    )
    
    
    (67,308
    )
    
    
    (32,001
    )Segment profit
    
    
    113,865
    
    
    
    64,991
    
    
    
    24,621Add Access Financial Solutions interest expense
    
    
    6,396
    
    
    
    10,915
    
    
    
    11,700Operating income
    
    $
    120,261
    
    
    $
    75,906
    
    
    $
    36,321Depreciation and amortization:Machinery
    
    $
    22,890
    
    
    $
    19,695
    
    
    $
    13,984Equipment Services
    
    
    3,561
    
    
    
    3,998
    
    
    
    3,766Access Financial Solutions
    
    
    888
    
    
    
    659
    
    
    
    691General corporate
    
    
    1,560
    
    
    
    1,329
    
    
    
    1,496$
    28,899
    
    
    $
    25,681
    
    
    $
    19,937
 45




---



##### Table of Contents



2005
    
    
    2004
    
    
    2003Expenditures for long-lived assets:Machinery
    
    $
    23,597
    
    
    $
    18,130
    
    
    $
    11,200Equipment Services
    
    
    20,594
    
    
    
    20,141
    
    
    
    15,084Access Financial Solutions
    
    
    188
    
    
    
    251
    
    
    
    579General corporate
    
    
    2,313
    
    
    
    554
    
    
    
    285$
    46,692
    
    
    $
    39,076
    
    
    $
    27,148Assets:Machinery
    
    $
    798,536
    
    
    $
    728,151
    
    
    $
    563,929Equipment Services
    
    
    49,152
    
    
    
    39,394
    
    
    
    36,574Access Financial Solutions
    
    
    111,054
    
    
    
    191,183
    
    
    
    237,632General corporate
    
    
    244,855
    
    
    
    68,716
    
    
    
    98,067$
    1,203,597
    
    
    $
    1,027,444
    
    
    $
    936,202
  2005
    
    2004
    
    2003MachineryCustomer A
    
    
    14
    %
    
    
    14
    %
    
    
    15
    %Customer B
    
    
    11
    %
    
    
    
    %
    
    
    10
    %Customer C
    
    
    
    %
    
    
    
    %
    
    
    10
    %Equipment ServicesCustomer A
    
    
    11
    %
    
    
    13
    %
    
    
    16
    %Access Financial SolutionsCustomer A
    
    
    
    %
    
    
    10
    %
    
    
    21
    %Customer D
    
    
    
    %
    
    
    17
    %
    
    
    
    %Customer E
    
    
    16
    %
    
    
    17
    %
    
    
    15
    %
  2005
    
    
    2004
    
    
    2003Aerial work platforms
    
    $
    888,073
    
    
    $
    562,056
    
    
    $
    428,564Telehandlers
    
    
    511,766
    
    
    
    358,865
    
    
    
    117,475Excavators
    
    
    61,562
    
    
    
    52,689
    
    
    
    48,445After-sales service and
support, including parts
sales, and used and
reconditioned equipment sales
    
    
    252,381
    
    
    
    196,576
    
    
    
    130,335Financial products
    
    
    11,915
    
    
    
    15,203
    
    
    
    19,184Rentals
    
    
    9,333
    
    
    
    8,573
    
    
    
    7,125$
    1,735,030
    
    
    $
    1,193,962
    
    
    $
    751,128
   2005
    
    
    2004
    
    
    2003United States
    
    $
    1,311,450
    
    
    $
    923,696
    
    
    $
    546,494Europe
    
    
    264,032
    
    
    
    178,392
    
    
    
    145,038Other
    
    
    159,548
    
    
    
    91,874
    
    
    
    59,596$
    1,735,030
    
    
    $
    1,193,962
    
    
    $
    751,128
 46




---



##### Table of Contents



2005
    
    
    2004
    
    
    2003United States
    
    $
    110,041
    
    
    $
    121,706
    
    
    $
    82,048Europe
    
    
    28,872
    
    
    
    24,458
    
    
    
    15,807Other
    
    
    1,598
    
    
    
    1,770
    
    
    
    1,495$
    140,511
    
    
    $
    147,934
    
    
    $
    99,350
 NOTE 11INCOME TAXES
  2005
    
    
    2004
    
    
    2003Pre-tax income:United States
    
    $
    84,975
    
    
    $
    34,369
    
    
    $
    20,497Other countries
    
    
    8,113
    
    
    
    7,512
    
    
    
    (5,470
    )$
    93,088
    
    
    $
    41,881
    
    
    $
    15,027
  2005
    
    
    2004
    
    
    2003Current:Federal
    
    $
    42,925
    
    
    $
    20,173
    
    
    $
    3,849State
    
    
    2,652
    
    
    
    (223
    )
    
    
    314Foreign
    
    
    6,181
    
    
    
    4,192
    
    
    
    2,69051,758
    
    
    
    24,142
    
    
    
    6,853Deferred:Federal
    
    
    (15,024
    )
    
    
    (7,893
    )
    
    
    (2,888
    )State
    
    
    (632
    )
    
    
    (674
    )
    
    
    (1,330
    )Foreign
    
    
    (187
    )
    
    
    (343
    )
    
    
    (15,843
    )
    
    
    (8,910
    )
    
    
    (4,218
    )$
    35,915
    
    
    $
    15,232
    
    
    $
    2,635
   2005
    
    2004
    
    2003Statutory U.S. federal income tax rate
    
    
    35
    %
    
    
    35
    %
    
    
    35
    %Effect of export profits taxed at lower rates
    
    
    (2
    )
    
    
    (3
    )
    
    
    (2
    )Effect of earnings sourced in various jurisdictions
    
    
    3
    
    
    
    3
    
    
    
    (2
    )Executive compensation
    
    
    1
    
    
    
    
    
    
    
    Change in estimate
    
    
    
    
    
    
    
    
    
    
    (14
    )Other
    
    
    2
    
    
    
    1
    
    
    
    1Effective tax rate
    
    
    39
    %
    
    
    36
    %
    
    
    18
    %
  47




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##### Table of Contents



2005
    
    
    2004Future income tax benefits  current:Accrual for sales allowances
    
    $
    8,409
    
    
    $
    3,814Warranty and product liability
    
    
    7,916
    
    
    
    9,599Accounts receivable and inventory
    
    
    7,190
    
    
    
    2,329Accrued payroll and employee-related benefits
    
    
    2,078
    
    
    
    4,646Other items
    
    
    2,181
    
    
    
    4,22827,774
    
    
    
    24,616Non-current deferred assets:Postretirement benefits
    
    
    22,230
    
    
    
    18,585Contingencies and product liability
    
    
    10,855
    
    
    
    5,244Loss carryforwards
    
    
    6,203
    
    
    
    7,356Other
    
    
    3,937
    
    
    
    910Valuation allowance
    
    
    (4,329
    )
    
    
    (5,732
    )38,896
    
    
    
    26,363Net deferred tax assets
    
    $
    66,670
    
    
    $
    50,979
   NOTE 12STOCK-BASED INCENTIVE PLAN
  48




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##### Table of Contents



Number of SecuritiesNumber of Securities
    
    
    
    
    
    
    Remaining Availableto Be Issued Upon
    
    
    Weighted Average
    
    
    for Future IssuanceExercise of
    
    
    Exercise Price of
    
    
    Under EquityPlan Category
    
    Outstanding Options
    
    
    Outstanding Options
    
    
    Compensation PlansEquity
compensation plans
approved by
security holders
    
    
    3,016
    
    
    $
    13.14
    
    
    
    1,948Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    3,016
    
    
    $
    13.14
    
    
    
    1,948
  2005
    
    
    2004
    
    
    2003Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseOptions
    
    
    Price
    
    
    Options
    
    
    Price
    
    
    Options
    
    
    PriceOutstanding
options at the
beginning of the
year
    
    
    4,807
    
    
    $
    11.73
    
    
    
    4,679
    
    
    $
    11.16
    
    
    
    3,335
    
    
    $
    12.40Options granted
    
    
    254
    
    
    
    29.05
    
    
    
    576
    
    
    
    13.92
    
    
    
    1,729
    
    
    
    8.45Options canceled
    
    
    (32
    )
    
    
    12.79
    
    
    
    (117
    )
    
    
    11.34
    
    
    
    (295
    )
    
    
    12.18Options exercised
    
    
    (2,013
    )
    
    
    11.80
    
    
    
    (331
    )
    
    
    7.60
    
    
    
    (90
    )
    
    
    1.77Outstanding options
at the end of the
year
    
    
    3,016
    
    
    $
    13.14
    
    
    
    4,807
    
    
    $
    11.73
    
    
    
    4,679
    
    
    $
    11.16Exercisable options
at the end of the
year
    
    
    1,870
    
    
    $
    12.12
    
    
    
    3,137
    
    
    $
    12.43
    
    
    
    2,538
    
    
    $
    12.95
  Options Outstanding
    
    
    Options ExercisableNumber
    
    
    Weighted Average
    
    
    Weighted Average
    
    
    Number
    
    
    Weighted AverageRange of Exercise Prices
    
    Outstanding
    
    
    Remaining Life
    
    
    Exercise Price
    
    
    Exercisable
    
    
    Exercise Price$7.90 to $10.91
    
    
    1,578
    
    
    
    7
    
    
    $
    9.18
    
    
    
    1,058
    
    
    $
    9.5411.30 to 14.75
    
    
    927
    
    
    
    7
    
    
    
    13.70
    
    
    
    554
    
    
    
    13.5316.97 to 17.69
    
    
    112
    
    
    
    3
    
    
    
    17.48
    
    
    
    106
    
    
    
    17.5118.09 to 29.55
    
    
    399
    
    
    
    8
    
    
    
    26.27
    
    
    
    152
    
    
    
    21.19
 49




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##### Table of Contents



NOTE 13BASIC AND DILUTED EARNINGS PER SHARE
  2005
    
    
    2004
    
    
    2003Net income
    
    $
    57,173
    
    
    $
    26,649
    
    
    $
    12,392Denominator for basic earnings per
shareweighted average shares
    
    
    46,529
    
    
    
    42,860
    
    
    
    42,601Effect of dilutive securitiesemployee
stock options and unvested restricted
shares
    
    
    1,264
    
    
    
    1,172
    
    
    
    265Denominator for diluted earning per
shareweighted average shares adjusted for
dilutive securities
    
    
    47,793
    
    
    
    44,032
    
    
    
    42,866Earnings per common share
    
    $
    1.23
    
    
    $
    .62
    
    
    $
    .29Earnings per common shareassuming dilution
    
    $
    1.20
    
    
    $
    .61
    
    
    $
    .29
  NOTE 14SHAREHOLDER RIGHTS PLAN
     NOTE 15EMPLOYEE RETIREMENT PLANS
  50




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##### Table of Contents



Pension Benefits
    
    
    Postretirement Benefits2005
    
    
    2004
    
    
    2005
    
    
    2004Change in benefit obligation:Benefit obligation at beginning of year
    
    $
    33,219
    
    
    $
    32,796
    
    
    $
    36,291
    
    
    $
    39,043Service cost
    
    
    2,311
    
    
    
    2,052
    
    
    
    1,591
    
    
    
    1,982Interest cost
    
    
    2,023
    
    
    
    1,998
    
    
    
    2,043
    
    
    
    2,423Amendments
    
    
    (962
    )
    
    
    
    
    
    
    
    
    
    
    Change in plan provisions
    
    
    
    
    
    
    
    
    
    
    (4,477
    )
    
    
    Actuarial (gain)/loss
    
    
    7,563
    
    
    
    (2,013
    )
    
    
    3,109
    
    
    
    (5,647
    )Benefits paid
    
    
    (1,980
    )
    
    
    (1,614
    )
    
    
    (1,897
    )
    
    
    (1,660
    )Assumed in OmniQuip acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150Benefit obligation at end of year
    
    $
    42,174
    
    
    $
    33,219
    
    
    $
    36,660
    
    
    $
    36,291Change in plan assets:Fair value of plan assets at beginning of year
    
    $
    14,688
    
    
    $
    10,966
    
    
    $
    
    
    
    $
    Actual return on plan assets
    
    
    748
    
    
    
    2,143
    
    
    
    
    
    
    
    Contributions
    
    
    2,232
    
    
    
    3,193
    
    
    
    1,897
    
    
    
    1,660Benefits paid
    
    
    (1,980
    )
    
    
    (1,614
    )
    
    
    (1,897
    )
    
    
    (1,660
    )Fair value of plan assets at end of year
    
    $
    15,688
    
    
    $
    14,688
    
    
    $
    
    
    
    $
    Funded status
    
    $
    (26,486
    )
    
    $
    (18,531
    )
    
    $
    (36,660
    )
    
    $
    (36,291
    )Unrecognized net actuarial loss
    
    
    14,532
    
    
    
    6,811
    
    
    
    10,558
    
    
    
    7,897Unrecognized transition obligation
    
    
    
    
    
    
    
    
    
    
    47
    
    
    
    73Unrecognized prior service cost
    
    
    (707
    )
    
    
    511
    
    
    
    (5,058
    )
    
    
    (1,345
    )Accrued benefit cost
    
    $
    (12,661
    )
    
    $
    (11,209
    )
    
    $
    (31,113
    )
    
    $
    (29,666
    )Amounts recognized in the consolidated balance
sheet:Accrued benefit cost
    
    $
    (18,187
    )
    
    $
    (13,633
    )
    
    $
    (31,113
    )
    
    $
    (29,666
    )Accumulated other comprehensive loss
    
    
    5,526
    
    
    
    2,424
    
    
    
    
    
    
    
    Net amount recognized
    
    $
    (12,661
    )
    
    $
    (11,209
    )
    
    $
    (31,113
    )
    
    $
    (29,666
    )
  2005
    
    2004Equity securities
    
    
    70
    %
    
    
    60
    %Debt securities
    
    
    29
    
    
    
    37Cash
    
    
    1
    
    
    
    3100
    %
    
    
    100
    %
  51




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##### Table of Contents



2005
    
    
    2004All defined benefit pension plans:Accumulated benefit obligation
    
    $
    33,758
    
    
    $
    26,222Unfunded defined benefit pension plans:Projected benefit obligation
    
    
    17,649
    
    
    
    12,594Accumulated benefit obligation
    
    
    12,163
    
    
    
    8,392Defined benefit pension plans with an accumulated
benefit obligation in excess of the fair value of
plan assets:Projected benefit obligation
    
    
    24,525
    
    
    
    20,625Accumulated benefit obligation
    
    
    21,595
    
    
    
    17,830Fair value of plan assets
    
    
    15,688
    
    
    
    14,688
  Pension Benefits
    
    
    Postretirement Benefits2005
    
    
    2004
    
    
    2003
    
    
    2005
    
    
    2004
    
    
    2003Service cost
    
    $
    2,311
    
    
    $
    2,052
    
    
    $
    1,514
    
    
    $
    1,591
    
    
    $
    1,982
    
    
    $
    1,177Interest cost
    
    
    2,023
    
    
    
    1,998
    
    
    
    1,759
    
    
    
    2,043
    
    
    
    2,423
    
    
    
    2,012Expected return
    
    
    (1,173
    )
    
    
    (887
    )
    
    
    (1,012
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    256
    
    
    
    256
    
    
    
    256
    
    
    
    (764
    )
    
    
    (421
    )
    
    
    (421
    )Amortization of transition
obligation
    
    
    
    
    
    
    32
    
    
    
    32
    
    
    
    26
    
    
    
    26
    
    
    
    26Amortization of net (gain)/loss
    
    
    266
    
    
    
    577
    
    
    
    87
    
    
    
    448
    
    
    
    911
    
    
    
    203$
    3,683
    
    
    $
    4,028
    
    
    $
    2,636
    
    
    $
    3,344
    
    
    $
    4,921
    
    
    $
    2,997
    52




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##### Table of Contents



Pension Benefits
    
    Postretirement Benefits2005
    
    2004
    
    2003
    
    2005
    
    2004
    
    2003Discount rate
    
    
    5.50
    %
    
    
    6.25
    %
    
    
    6.25
    %
    
    
    5.50
    %
    
    
    6.25
    %
    
    
    6.25
    %Expected return on plan assets
    
    
    7.75
    %
    
    
    8.0
    %
    
    
    8.0
    %
    
    
    
    
    
    
    
    
    
    
    Rate of compensation increase
    
    
    4.25
    %
    
    
    4.25
    %
    
    
    4.25
    %
    
    
    
    
    
    
    
    
    
    
    
   One-Percentage-PointIncrease
    
    
    DecreasePostretirement benefit obligation
    
    $
    4,910
    
    
    $
    4,127Service and interest cost components
    
    $
    649
    
    
    $
    531
   Pension
    
    
    PostretirementBenefits
    
    
    Benefits2006
    
    $
    1,574
    
    
    $
    1,8532007
    
    
    1,593
    
    
    
    1,7572008
    
    
    2,078
    
    
    
    1,8352009
    
    
    12,648
    
    
    
    1,9232010
    
    
    1,714
    
    
    
    2,0332011-2015
    
    
    36,684
    
    
    
    12,504
  53




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NOTE 16REPOSITIONING AND RESTRUCTURING COSTS
    NOTE 17COMMITMENTS AND CONTINGENCIES
    54




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##### Table of Contents



NOTE 18BANK CREDIT LINES AND LONG-TERM DEBT
 pari passu
    2005
    
    
    20048 3/8% senior subordinated notes due 2012
    
    $
    113,750
    
    
    $
    175,0008 1/4% senior unsecured notes due 2008
    
    
    109,975
    
    
    
    125,000Fair value hedging adjustment (a)
    
    
    (2,891
    )
    
    
    (3,496
    )Other
    
    
    4,194
    
    
    
    4,557225,028
    
    
    
    301,061Less current portion
    
    
    831
    
    
    
    1,050$
    224,197
    
    
    $
    300,011
 
 (a)
    
    These hedging adjustments are transactions that we have entered into related to our 8 1/4%
senior unsecured notes due 2008 and our 
8 3/8% senior subordinated notes due 2012. 55




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##### Table of Contents



NOTE 19LIMITED RECOURSE DEBT FROM FINANCE RECEIVABLES MONETIZATIONS
  56




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##### Table of Contents



NOTE 20COMPREHENSIVE INCOME
  2005
    
    
    2004Aggregate translation adjustments
    
    $
    (12,176
    )
    
    $
    (4,536
    )Minimum pension liability adjustment, net of deferred tax benefit
    
    
    (3,376
    )
    
    
    (1,481
    )$
    (15,552
    )
    
    $
    (6,017
    )
  NOTE 21UNAUDITED QUARTERLY FINANCIAL INFORMATION
  Earnings (loss)
    
    
    Earnings (loss) PerNet (Loss)
    
    
    Per Common
    
    
    Common ShareRevenues
    
    
    Gross Profit
    
    
    Income
    
    
    Share
    
    
    Assuming Dilution2005October 31
    
    $
    306,661
    
    
    $
    25,695
    
    
    ($
    8,729
    )
    
    ($
    .20
    )
    
    ($
    .20
    )January 30
    
    
    353,434
    
    
    
    53,972
    
    
    
    7,484
    
    
    
    .17
    
    
    
    .17May 1
    
    
    505,356
    
    
    
    97,892
    
    
    
    22,722
    
    
    
    .48
    
    
    
    .47July 31
    
    
    569,579
    
    
    
    109,686
    
    
    
    35,696
    
    
    
    .71
    
    
    
    .69$
    1,735,030
    
    
    $
    287,245
    
    
    $
    57,173
    
    
    $
    1.23
    
    
    $
    1.202004October 26
    
    $
    213,585
    
    
    $
    38,266
    
    
    $
    533
    
    
    $
    .01
    
    
    $
    .01January 25
    
    
    236,530
    
    
    
    43,447
    
    
    
    2,158
    
    
    
    .05
    
    
    
    .05April 25
    
    
    318,687
    
    
    
    63,637
    
    
    
    8,687
    
    
    
    .20
    
    
    
    .20July 31
    
    
    425,160
    
    
    
    80,050
    
    
    
    15,271
    
    
    
    .36
    
    
    
    .35$
    1,193,962
    
    
    $
    225,400
    
    
    $
    26,649
    
    
    $
    .62
    
    
    $
    .61
   57




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     /s/ Ernst & Young LLP 
 58




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     .
  /s/ Ernst & Young LLP 
 59




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
     Changes in Internal Control Over Financial Reporting
  60




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##### Table of Contents



CEO and CFO Certifications
  
 ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
     
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  61




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
 (a)  (1) Financial Statements
  
 (2) Financial Statement Schedules
  
 (3) Exhibits
  (b) See Item 15(a) 3 above.
 (c) See Item 15(a) 1 and 15(a) 2 above.
 62




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##### Table of Contents



SIGNATURES
  JLG INDUSTRIES, INC.
(Registrant)/s/William M. LaskyWilliam M. Lasky, Chairman of the Board,President and Chief Executive Officer  /s/ James H. Woodward, Jr.James H. Woodward, Jr., Executive VicePresident and Chief Financial Officer/s/John W. CookJohn W. Cook, Chief Accounting Officer/s/ Roy V. ArmesRoy V. Armes, Director/s/ Thomas P. CapoThomas P. Capo, Director/s/ James A. MezeraJames A. Mezera, Director/s/ Stephen RabinowitzStephen Rabinowitz, Director
 63




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description2
    
    Purchase and Sale Agreement, dated as of July 7, 2003, by and
among TRAK International, Inc., Textron Inc., JLG Acquisition
Corporation, and JLG Industries, Inc., which appears as
Exhibit 2 to the Companys Form S-4 (File No.
333-107468filed July 30, 2003), is hereby incorporated by
reference.3.1
    
    Articles of Incorporation of JLG Industries, Inc., which
appears as Exhibit 3 to the Companys Form 10-Q (File No.
1-12123filed December 13, 1996), is hereby incorporated by
reference.3.2
    
    By-laws of JLG Industries, Inc., which appear as Exhibit 3 to
the Companys Form 10-Q (File No. 1-12123 filed March 4,
2003), is hereby incorporated by reference.4.1
    
    Rights Agreement, dated as of May 24, 2000, between JLG
Industries, Inc. and American Stock Transfer and Trust
Company, which appears as Exhibit 1 to the Companys Form
8-A12B (File No. 1-12123filed May 31, 2000), is hereby
incorporated by reference.4.2
    
    Purchase Agreement, dated June 12, 2002, among JLG
Industries, Inc., the Note Guarantors, Wachovia Securities,
Inc., Credit Suisse First Boston Corporation, J.P. Morgan
Securities, Inc., Banc One Capital Markets, Inc., BMO Nesbitt
Burns Corp., BNY Capital Markets, Inc., and Credit Lyonnais
Securities (USA) Inc., which appears as Exhibit 1 to the
Companys Form S-4 (File No. 333-99217filed September 6,
2002), is hereby incorporated by reference.4.3
    
    Indenture dated June 17, 2002, by and among JLG Industries,
Inc., the Note Guarantors, and The Bank of New York, as
Trustee, which appears as Exhibit 4.1 to the Companys Form
S-4 (File No. 333-99217filed September 6, 2002), is hereby
incorporated by reference.4.4
    
    Registration Rights Agreement, dated June 17, 2002, by and
among JLG Industries, Inc., the Note Guarantors, and Wachovia
Securities, Inc., Credit Suisse First Boston Corporation,
J.P. Morgan Securities Inc., Banc One Capital Markets, Inc.,
BMO Nesbitt Burns Corp., BNY Capital Markets, Inc., and
Credit Lyonnais Securities (USA) Inc., which appears as
Exhibit 4.2 to the Companys Form S-4 (File No. 333-99217
filed September 6, 2002), is hereby incorporated by
reference.4.5
    
    Purchase Agreement, dated April 30, 2003, among JLG
Industries, Inc., the Note Guarantors (as defined therein),
the Initial Purchasers (as defined therein) and The Bank of
New York, as Trustee, which appears as Exhibit 1 to the
Companys Form S-4 (File No. 333-107468filed July 30, 2003),
is hereby incorporated by reference.4.6
    
    Indenture dated as of May 5, 2003, by and among JLG
Industries, Inc., the Note Guarantors party thereto, and The
Bank of New York, as Trustee, which appears as Exhibit 4 to
the Companys Form 10-Q (File No. 1-12123filed May 29,
2003), is hereby incorporated by reference.4.7
    
    Registration Rights Agreement, dated May 5, 2003, by and
among JLG Industries, Inc., the Note Guarantors, and Credit
Suisse First Boston LLC, Deutsche Bank Securities, Inc., Banc
One Capital Markets, Inc., BMO Nesbitt Burns Corp., Credit
Lyonnais Securities (USA) Inc., NatCity Investments, Inc.,
and SunTrust Capital Markets, Inc., as Initial Purchasers,
which appears as Exhibit 4.2 to the Companys Form S-4 (File
No. 333-107468filed July 30, 2003), is hereby incorporated
by reference.
 64




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##### Table of Contents



ExhibitNumber
    
    Description10.1
    
    JLG Industries, Inc. Directors Deferred Compensation Plan
as amended and restated effective November 1, 2003, which
appears as Exhibit 10.2 to the Companys Form 10-Q (File
No. 1-12123filed March 16, 2004), is hereby incorporated
by reference.10.2
    
    JLG Industries, Inc. Long Term Incentive Plan, which
appears as Exhibit 10.1 to the Companys Form 10-Q (File
No. 1-12123filed March 16, 2004), is hereby incorporated
by reference.10.3
    
    JLG Industries, Inc. Supplemental Executive Retirement Plan
effective September 6, 2000, which appears as Exhibit 10.1
to the Companys Form 10-Q (File No. 1-12123filed June 14,
2001), is hereby incorporated by reference.10.4
    
    JLG Industries, Inc. Executive Retiree Medical Benefits
Plan effective June 1, 1995, which appears as Exhibit 10.9
to the Companys Form 10-K (File No. 1-12123filed October
17, 1996), is hereby incorporated by reference.10.5
    
    JLG Industries, Inc. Executive Severance Plan effective
February 16, 2000, which appears as Exhibit 10.1 to the
Companys Form 10-Q (File No. 1-12123filed June 5, 2000),
is hereby incorporated by reference.10.6
    
    The Gradall Company Amended and Restated Supplemental
Executive Retirement Plan effective March 1, 1988, which
appears as Exhibit 10.11 to the Companys Form 10-K (File
No. 1-12123filed October 12, 1999), is hereby incorporated
by reference.10.7
    
    The Gradall Company Benefit Restoration Plan, which appears
as Exhibit 10.12 to the Companys Form 10-K (File No.
1-12123filed October 12, 1999), is hereby incorporated by
reference.10.8
    
    Employment Agreement dated November 1, 1999 between JLG
Industries, Inc. and William M. Lasky, which appears as
Exhibit 10.2 to the Companys Form 10-Q (File No.
1-12123filed December 14, 1999), is hereby incorporated by
reference.10.9
    
    Employment Agreement dated July 18, 2000 between JLG
Industries, Inc. and James H. Woodward, Jr., which appears
as Exhibit 10.14 to the Companys Form 10-K (File No.
1-12123filed October 6, 2000), is hereby incorporated by
reference.10.10
    
    JLG Industries, Inc. Executive Deferred Compensation Plan
as amended and restated effective November 1, 2003, which
appears as Exhibit 10.3 to the Companys Form 10-Q (File
No. 1-12123filed March 16, 2004), is hereby incorporated
by reference.10.11
    
    Revolving Credit Agreement dated as of September 23, 2003
among JLG Industries, Inc., the several banks and other
financial institutions and lenders from time to time party
hereto, SunTrust Bank, as Administrative Agent,
Manufacturers and Traders Trust Company, as Syndication
Agent, and Standard Federal Bank N.A., as Documentation
Agent, which appears as Exhibit 10.17 to the Companys Form
10-K (File No. 1-12123filed October 6, 2003), is hereby
incorporated by reference.10.12
    
    First Amendment and Waiver to Revolving Credit Agreement
dated February 4, 2004 among JLG Industries, Inc., the
several banks and other financial institutions and lenders
from time to time party hereto, SunTrust Bank, as
Administrative Agent, Manufacturers and Traders Trust
Company, as Syndication Agent, and Standard Federal Bank
N.A., as Documentation Agent which appears as Exhibit 10.4
to the Companys Form 10-Q (File No. 1-12123filed March
16, 2004), is hereby incorporated by reference.
 65




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##### Table of Contents



ExhibitNumber
    
    Description10.13
    
    Amendment to Revolving Credit Agreement dated February 24,
2005, among JLG Industries, Inc., the several banks and
other financial institutions and lenders from time to time
party thereto, SunTrust Bank, as Administrative Agent,
Issuing Bank and Swingline Lender, Manufacturers and
Traders Trust Company, as Syndication Agent, and Standard
Federal Bank, N.A., as Documentation Agent, which appears
as Exhibit 10.1 to the Companys Form 8-K (File No.
1-12123filed March 1, 2005), is hereby incorporated by
reference.10.14
    
    Form of Employee Stock Option Agreement under the Long Term
Incentive Plan, which appears as Exhibit 10.18 to the
Companys Form 10-K (File No. 1-12123filed October 6,
2004), is hereby incorporated by reference.10.15
    
    Amended and Restated Form of Employee Restricted Stock
Agreement under the Long Term Incentive Plan, which appears
as Exhibit 10.1 to the Companys Form 8-K (File No.
1-12123filed July 28, 2005), is hereby incorporated by
reference.10.16
    
    Form of Director Stock Option Agreement under the Long Term
Incentive Plan, which appears as Exhibit 10.18 to the
Companys Form 10-K (File No. 1-12123filed October 6,
2004), is hereby incorporated by reference.10.17
    
    Form of Director Restricted Stock Agreement under the Long
Term Incentive Plan, which appears as Exhibit 10.18 to the
Companys Form 10-K (File No. 1-12123filed October 6,
2004), is hereby incorporated by reference.10.18
    
    JLG Industries, Inc. Restated Annual Management Incentive
Plan, which appears as Exhibit 10.1 to the Companys Form
8-K (File No. 1-12123 3⁄4filed November 19, 2004), is
hereby incorporated by reference.10.19
    
    Form of Performance Share Agreement under the Long Term
Incentive Plan, which appears as Exhibit 10.2 to the
Companys Form 8-K (File No. 1-12123filed July 28, 2005),
is hereby incorporated by reference.10.20
    
    Summary of JLG Industries, Inc.s Non-Employee Directors
Compensation Program, which appears as Exhibit 10.1 to the
Companys Form 8-K (File No. 1-12123filed December 1,
2004), is hereby incorporated by reference.10.21
    
    Summary of JLG Industries, Inc.s Restated Annual
Management Incentive Plan and 2006 Base Salaries , which
appears in the Companys Form 8-K (File No. 1-12123filed
July 28, 2005), is hereby incorporated by reference.12
    
    Statement Regarding Computation of Ratios21
    
    Subsidiaries of the Registrant23
    
    Consent of Independent Auditors31.1
    
    Section 302 Certification of Chief Executive Officer31.2
    
    Section 302 Certification of Chief Financial Officer
 66




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ExhibitNumber
    
    Description32.1
    
    Section 906 Certification of Chief Executive Officer32.2
    
    Section 906 Certification of Chief Financial Officer99
    
    Cautionary Statements Pursuant to the Securities Litigation Reform Act of 1995
 67