~~Table~~UNITED STATES SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~DC ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~DC 20549~~10-Q

~~FORM~~(Mark ~~10-Q~~One)

~~(Mark One)~~ þ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2006

~~For the quarterly period ended May 1, 2005~~or

o Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to

oCommission ~~Transition~~file ~~Report~~number: ~~Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934~~1-12123

~~For~~JLG ~~the~~INDUSTRIES, ~~transition period from~~ INC. to

~~Commission~~(Exact ~~file~~name ~~number:~~of ~~1-12123~~ registrant as specified in its charter)

JLG INDUSTRIES, INC.


		PENNSYLVANIA		25-1199382
		(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

		1 JLG Drive, McConnellsburg, PA		17233-9533
		(Address of principal executive offices)		(Zip Code)

(~~Exact~~7l7) ~~name~~485-5161 (Registrant’s oftelephone ~~registrant~~number, asincluding ~~specified~~area ~~in its charter~~code)

PENNSYLVANIA		25-1199382
(State or other jurisdiction of incorporation or		(I.R.S. Employer
organization)		Identification No.)
1 JLG Drive, McConnellsburg, PA		17233-9533
(Address of principal executive offices)		(Zip Code)

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

~~(7l7)~~Yes ~~485-5161 (Registrant’s~~þ ~~telephone~~No ~~number, including area code)~~ o

Indicate by check mark whether the registrant: ~~(1) has~~is ~~filed~~a ~~all~~large ~~reports~~accelerated ~~required~~filer, toan ~~be filed by~~accelerated ~~Section 13~~filer, or ~~15(d)~~a ofnon-accelerated ~~the~~filer. ~~Securities~~See ~~Exchange~~definition ~~Act~~ of ~~1934~~“accelerated ~~during~~filer ~~the~~and ~~preceding~~large ~~12 months (or for~~accelerated ~~such~~filer” ~~shorter~~in ~~period that the registrant was required to file such reports), and (2)~~Rule ~~has~~12b-2 ~~been subject~~of ~~to such filing requirements for~~ the ~~past~~Exchange ~~90 days~~Act. ~~Yes~~ þ(Check ~~No o~~one):

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~þ ~~whether~~Accelerated ~~the~~filer ~~registrant~~o ~~is an~~ Non-accelerated filer ~~(as defined in Rule 12b-2 of the Exchange Act). Yes þ No~~ o

~~The~~Indicate ~~number~~by ofcheck ~~shares~~mark ofwhether ~~capital~~the ~~stock~~registrant ~~outstanding~~is a shell company (as ofdefined ~~May~~in Rule ~~23,~~12b-2 ~~2005~~of ~~was~~the Exchange ~~50,975,453~~Act).

~~TABLE~~Yes OFo ~~CONTENTS~~ No þ

	PART I
Item 1.	Financial Statements	1
	Condensed Consolidated Statements of Income	1
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Shareholders’ Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26
Item 4.	Controls and Procedures	27
Report of Independent Registered Public Accounting Firm		28
	PART II
Item 1.	Legal Proceedings	29
Item 6.	Exhibits	29
Signatures		30
Exhibit 12
Exhibit 15
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 99

The number of shares of capital stock outstanding as of May 26, 2006 was 106,346,168.

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

PART I FINANCIAL INFORMATION


PART I

Item 1. Financial Statements

Condensed Consolidated Statements of Income			1

Condensed Consolidated Balance Sheets			2

Condensed Consolidated Statements of Shareholders’ Equity			3

Condensed Consolidated Statements of Cash Flows			4

Notes to Condensed Consolidated Financial Statements			5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17

Item 3. Quantitative and Qualitative Disclosures about Market Risk			31

Item 4. Controls and Procedures			31

Report of Independent Registered Public Accounting Firm			32

PART II

Item 1. Legal Proceedings			33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			33

Item 6. Exhibits			34

Signatures			35

PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS

JLG INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data) (Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME


	Three Months Ended						Nine Months Ended
	April 30,			May 1,			April 30,			May 1,
	2006			2005			2006			2005
Revenues
Net sales	$	624,686		$	499,899		$	1,585,533		$	1,149,977
Financial products		2,216			3,373			8,446			9,089
Rentals		2,713			2,084			7,785			6,385

		629,615			505,356			1,601,764			1,165,451

Cost of sales		511,552			407,464			1,292,977			987,892


Gross profit		118,063			97,892			308,787			177,559

Selling and administrative expenses		41,025			39,524			118,387			98,456
Product development expenses		6,920			7,101			20,182			18,564
Gain on sale of Gradall excavator product line		(14,572	)		¾			(14,572	)		¾


Income from operations		84,690			51,267			184,790			60,539
Other income (deductions):
Interest expense (net of interest income)		(4,030	)		(7,418	)		(15,184	)		(23,704	)
Miscellaneous, net		(3,974	)		(6,105	)		(2,971	)		(1,159	)


Income before taxes		76,686			37,744			166,635			35,676

Income tax provision		30,499			15,022			65,162			14,199


Net income	$	46,187		$	22,722		$	101,473		$	21,477


Earnings per common share	$	.44		$	.24		$	.98		$	.24


Earnings per common share – assuming dilution	$	.43		$	.24		$	.95		$	.23


Cash dividends per share	$	.005		$	.0025		$	.01		$	.0075


Weighted average shares outstanding		105,088			94,182			103,873			90,090


Weighted average shares outstanding – assuming dilution		107,232			96,574			106,261			92,596

~~(in~~The ~~thousands,~~accompanying ~~except~~notes ~~per~~are ~~share~~an ~~data)~~integral part of these financial statements. ~~(Unaudited)~~

	Three Months Ended						Nine Months Ended
	May 1,			April 25,			May 1,			April 25,
	2005			2004			2005			2004
Revenues
Net sales	$	499,899		$	312,650		$	1,149,977		$	751,581
Financial products		3,373			3,913			9,089			11,031
Rentals		2,084			2,124			6,385			6,190
		505,356			318,687			1,165,451			768,802
Cost of sales		407,464			255,050			987,892			623,452
Gross profit		97,892			63,637			177,559			145,350
Selling and administrative expenses		39,524			34,052			98,456			86,117
Product development expenses		7,101			5,987			18,564			15,195
Restructuring charges		¾			¾			¾			11
Income from operations		51,267			23,598			60,539			44,027
Interest expense		(8,554	)		(9,400	)		(25,872	)		(28,824	)
Miscellaneous, net		(4,969	)		(621	)		1,009			2,659
Income before taxes		37,744			13,577			35,676			17,862
Income tax provision		15,022			4,890			14,199			6,484
Net income	$	22,722		$	8,687		$	21,477		$	11,378
Earnings per common share	$	.48		$	.20		$	.48		$	.27
Earnings per common share – assuming dilution	$	.47		$	.20		$	.46		$	.26
Cash dividends per share	$	.005		$	.005		$	.015		$	.015
Weighted average shares outstanding		47,091			42,836			45,045			42,821
Weighted average shares outstanding – assuming dilution		48,287			44,013			46,298			43,973

~~The~~JLG ~~accompanying~~INDUSTRIES, ~~notes~~INC. CONDENSED ~~are~~CONSOLIDATED anBALANCE ~~integral~~SHEETS (in ~~part~~thousands, ofexcept ~~these~~per ~~financial~~share ~~statements.~~data)


	April 30,			July 31,
	2006			2005
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	304,895		$	223,597
Trade accounts and finance receivables – net		393,966			419,866
Inventories		216,901			169,097
Other current assets		26,595			56,739

Total current assets		942,357			869,299
Property, plant and equipment – net		87,447			85,855
Equipment held for rental – net		21,934			22,570
Finance receivables, less current portion		29,472			30,354
Pledged finance receivables, less current portion		11,923			33,649
Goodwill		60,513			61,641
Intangible assets – net		74,557			32,086
Other assets		72,197			68,143

	$	1,300,400		$	1,203,597


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term debt and current portion of long-term debt	$	8,447		$	1,496
Current portion of limited recourse debt from finance receivables monetizations		16,531			29,642
Accounts payable		221,342			200,323
Accrued expenses		120,444			148,651

Total current liabilities		366,764			380,112
Long-term debt, less current portion		215,084			224,197
Limited recourse debt from finance receivables monetizations, less current portion		11,985			34,016
Accrued post-retirement benefits		25,193			31,113
Other long-term liabilities		23,152			27,233
Provisions for contingencies		32,486			28,334
Shareholders’ equity
Capital stock:
Authorized shares: 200,000 at $.20 par Issued and outstanding shares: 106,338; fiscal 2005 – 103,290		21,268			20,658
Additional paid-in capital		206,710			170,367
Retained earnings		410,937			310,516
Unearned compensation		¾			(7,397	)
Accumulated other comprehensive loss		(13,179	)		(15,552	)

Total shareholders’ equity		625,736			478,592

	$	1,300,400		$	1,203,597

~~Table~~The accompanying notes are an integral part of ~~Contents~~these financial statements.

~~JLG INDUSTRIES, INC.~~2

JLG INDUSTRIES, INC. CONDENSED CONSOLIDATED ~~BALANCE~~STATEMENTS ~~SHEETS~~OF SHAREHOLDERS’ EQUITY (in thousands, except per share data) (Unaudited)

(in thousands, except per share data)


													Accumulated
					Additional								Other			Total
	Capital Stock				Paid-in		Retained			Unearned			Comprehensive			Shareholders’
	Shares		Par Value		Capital		Earnings			Compensation			(Loss) Income			Equity
Balances at July 31, 2004		87,806	$	17,562	$	20,790	$	254,268		$	(5,333	)	$	(6,017	)	$	281,270
Comprehensive income:
Net income								21,477
Aggregate translation adjustment														(4,349	)
Total comprehensive income																	17,128
Dividends paid: $.0075 per share								(668	)								(668	)
Net proceeds from issuance of common stock		11,500		2,300		117,234											119,534
Shares issued under incentive plan		2,644		528		12,921					(373	)					13,076
Tax benefit related to exercise of nonqualified stock options						2,834											2,834
Amortization of unearned compensation											3,064						3,064

Balances at May 1, 2005		101,950	$	20,390	$	153,779	$	275,077		$	(2,642	)	$	(10,366	)	$	436,238

	May 1,			July 31,
																Accumulated
	2005			2004
							Additional									Other			Total
	(Unaudited)
	Capital Stock						Paid-in			Retained			Unearned			Comprehensive			Shareholders’
ASSETS
	Shares			Par Value			Capital			Earnings			Compensation			(Loss) Income			Equity
Current assets
Balances at July 31, 2005		103,290		$	20,658		$	170,367		$	310,516		$	(7,397	)	$	(15,552	)	$	478,592
Cash and cash equivalents	$	97,531		$	37,656
Comprehensive income:
Marketable securities		74,949			¾
Net income											101,473
Trade accounts and finance receivables – net		377,190			400,597
Aggregate translation adjustment																	(1,003	)
Inventories		185,370			154,405
Minimum pension liability adjustment, net of deferred taxes of $2,150																	3,376
Other current assets		58,753			41,058
Total comprehensive income																				103,846
Total current assets		793,793			633,716
Dividends paid: $.01 per share											(1,052	)								(1,052	)
Property, plant and equipment – net		78,270			91,504
Stock options exercised		3,001			600			17,517												18,117
Equipment held for rental – net		27,220			21,190
Tax benefit related to exercise of nonqualified stock options								20,384												20,384
Finance receivables, less current portion		31,836			33,747
Stock-based compensation and awards of restricted shares		47			10			5,839												5,849
Pledged finance receivables, less current portion		40,459			86,559
Reclassification of unearned compensation to additional paid in capital upon adoption of Statement of Financial Accounting Standards No. 123R (see Note 1)								(7,397	)					7,397						¾
Goodwill		63,134			62,885
Balances at April 30, 2006		106,338		$	21,268		$	206,710		$	410,937		$	¾		$	(13,179	)	$	625,736
Intangible assets – net		33,465			35,240
Other assets		56,848			62,603
	$	1,125,025		$	1,027,444
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term debt and current portion of long-term debt	$	1,552		$	1,729
Current portion of limited recourse debt from finance receivables monetizations		29,708			32,585
Accounts payable		194,588			139,990
Accrued expenses		116,285			118,860
Total current liabilities		342,133			293,164
Long-term debt, less current portion		226,937			300,011
Limited recourse debt from finance receivables monetizations, less current portion		40,878			89,209
Accrued post-retirement benefits		30,801			29,666
Other long-term liabilities		24,116			20,542
Provisions for contingencies		23,922			13,582
Shareholders’ equity
Capital stock:
Authorized shares: 100,000 at $.20 par
Issued and outstanding shares: 50,975; fiscal 2004 – 43,903		10,195			8,781
Additional paid-in capital		163,974			29,571
Retained earnings		275,077			254,268
Unearned compensation		(2,642	)		(5,333	)
Accumulated other comprehensive loss		(10,366	)		(6,017	)
Total shareholders’ equity		436,238			281,270
	$	1,125,025		$	1,027,444

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

~~Table~~JLG ofINDUSTRIES, ~~Contents~~INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited)

JLG INDUSTRIES, INC.


	Nine Months Ended
	April 30,			May 1,
	2006			2005
OPERATIONS
Net income	$	101,473		$	21,477
Adjustments to reconcile net income to cash flow from operating activities:
Gain on sale of Gradall excavator product line		(14,572	)		¾
(Gain) loss on sale of property, plant and equipment		(24	)		120
Gain on sale of equipment held for rental		(13,239	)		(7,920	)
Non-cash charges and credits:
Depreciation and amortization		22,141			21,534
Other		23,406			12,939
Changes in selected working capital items:
Accounts receivable		12,838			16,203
Inventories		(70,182	)		(31,589	)
Accounts payable		29,907			54,555
Other operating assets and liabilities		3,762			(7,712	)
Changes in finance receivables		(5,709	)		418
Changes in pledged finance receivables		(562	)		226
Changes in other assets and liabilities		(18,648	)		7,879

Cash flow from operating activities		70,591			88,130

INVESTMENTS
Purchases of property, plant and equipment		(16,532	)		(6,309	)
Proceeds from the sale of property, plant and equipment		152			1,036
Purchases of equipment held for rental		(39,281	)		(25,659	)
Proceeds from the sale of equipment held for rental		47,139			23,290
Proceeds from the sale of Gradall excavator product line		32,416			¾
Cash portion of acquisitions		(47,093	)		(105	)
Other		354			401

Cash flow used for investing activities		(22,845	)		(7,346	)

FINANCING
Net increase in short-term debt		38			52
Issuance of long-term debt		10,000			156,056
Repayment of long-term debt		(12,871	)		(229,606	)
Payment of dividends		(1,052	)		(668	)
Net proceeds from issuance of common stock		¾			119,534
Exercise of stock options		18,001			13,076
Excess tax benefits from stock-based compensation		20,384			¾

Cash flow from financing activities		34,500			58,444

CURRENCY ADJUSTMENTS
Effect of exchange rate changes on cash		(948	)		(4,404	)

CASH AND CASH EQUIVALENTS
Net change in cash and cash equivalents		81,298			134,824
Beginning balance		223,597			37,656

Ending balance	$	304,895		$	172,480

~~CONDENSED~~The ~~CONSOLIDATED~~accompanying ~~STATEMENTS~~notes OFare ~~SHAREHOLDERS’~~an ~~EQUITY~~integral part of these financial statements.

~~(in thousands, except per share data)~~4 ~~(Unaudited)~~

													Accumulated
					Additional								Other			Total
	Capital Stock				Paid-in		Retained			Unearned			Comprehensive			Shareholders’
	Shares		Par Value		Capital		Earnings			Compensation			Loss			Equity
Balances at July 31, 2003		43,367	$	8,673	$	23,597	$	228,490		$	(5,428	)	$	(7,618	)	$	247,714
Comprehensive income:
Net income								11,378
Aggregate translation adjustment														662
Total comprehensive income																	12,040
Dividends paid: $.015 per share								(653	)								(653	)
Shares issued under incentive plan		292		59		2,286					(207	)					2,138
Amortization of unearned compensation											2,779						2,779
Balances at April 25, 2004		43,659	$	8,732	$	25,883	$	239,215		$	(2,856	)	$	(6,956	)	$	264,018

JLG INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2006
(in thousands, except per share data)
(Unaudited)

													Accumulated
					Additional								Other			Total
	Capital Stock				Paid-in		Retained			Unearned			Comprehensive			Shareholders’
	Shares		Par Value		Capital		Earnings			Compensation			Loss			Equity
Balances at July 31, 2004		43,903	$	8,781	$	29,571	$	254,268		$	(5,333	)	$	(6,017	)	$	281,270
Comprehensive income:
Net income								21,477
Aggregate translation adjustment														(4,349	)
Total comprehensive income																	17,128
Dividends paid: $.015 per share								(668	)								(668	)
Net proceeds from issuance of common stock		5,750		1,150		118,384											119,534
Shares issued under incentive plan		1,322		264		13,185					(373	)					13,076
Tax benefit related to exercise of nonqualified stock options						2,834											2,834
Amortization of unearned compensation											3,064						3,064
Balances at May 1, 2005		50,975	$	10,195	$	163,974	$	275,077		$	(2,642	)	$	(10,366	)	$	436,238

NOTE 1 – BASIS OF PRESENTATION

~~The~~We have prepared the accompanying ~~notes~~unaudited ~~are~~condensed anconsolidated ~~integral~~financial ~~part~~statements in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of ~~these~~Regulation S-X. Accordingly, they do not include all information and notes required by generally accepted accounting principles for complete financial statements. In our opinion, we have included all normal recurring adjustments necessary for a fair presentation of results for the unaudited interim periods.

3Interim results for the nine-month period ended April 30, 2006 are not necessarily indicative of the results that may be expected for the fiscal year as a whole. For further information, refer to the consolidated financial statements and notes thereto included in our annual report on Form 10-K/A for the fiscal year ended July 31, 2005.

~~Table~~We operate on a 5-4-4 week quarter with our fiscal year and fourth quarter ending on July 31. Our first quarter ends on the Sunday closest to October 31 that either coincides with or precedes that date. Our second and third quarters end 13 and 26 weeks, respectively, following the end of ~~Contents~~the first quarter. Our first three quarters of fiscal 2006 ended on April 30, 2006, January 29, 2006 and October 30, 2005 as compared to May 1, 2005, January 30, 2005 and October 31, 2004 for fiscal 2005. For presentation purposes, we use three and nine months to describe one fiscal quarter and three fiscal quarters, respectively.

~~JLG~~In ~~INDUSTRIES~~March 2006, ~~INC~~we distributed a two-for-one stock split of our then outstanding common stock. All share and per share data included in this report on Form 10-Q have been restated to reflect the stock split.

~~CONDENSED~~Where ~~CONSOLIDATED~~appropriate, ~~STATEMENTS~~we OFhave ~~CASH~~reclassified ~~FLOWS~~certain amounts in fiscal 2005 to conform to the fiscal 2006 presentation.

~~(in~~Stock-Based ~~thousands)~~Incentive Plan ~~(Unaudited)~~

	Nine Months Ended
	May 1,			April 25,
	2005			2004
OPERATIONS
Net income	$	21,477		$	11,378
Adjustments to reconcile net income to cash flow from operating activities:
Loss on sale of property, plant and equipment		120			267
(Gain) loss on sale of equipment held for rental		(7,920	)		117
Non-cash charges and credits:
Depreciation and amortization		21,534			20,611
Other		12,939			18,179
Changes in selected working capital items:
Accounts receivable		16,203			(84,355	)
Inventories		(31,589	)		(3,872	)
Accounts payable		54,555			21,225
Other operating assets and liabilities		(7,712	)		(7,760	)
Changes in finance receivables		418			644
Changes in pledged finance receivables		226			(15,090	)
Changes in other assets and liabilities		7,879			(6,682	)
Cash flow from operating activities		88,130			(45,338	)
INVESTMENTS
Purchases of property, plant and equipment		(6,309	)		(8,865	)
Proceeds from the sale of property, plant and equipment		1,036			217
Purchases of equipment held for rental		(25,659	)		(16,443	)
Proceeds from the sale of equipment held for rental		23,290			12,706
Purchases of held-to-maturity securities		(224,987	)		¾
Maturities of held-to-maturity securities		150,038			¾
Cash portion of acquisitions		(105	)		(95,371	)
Other		401			360
Cash flow from investing activities		(82,295	)		(107,396	)
FINANCING
Net increase in short-term debt		52			13,142
Issuance of long-term debt		156,056			170,000
Repayment of long-term debt		(229,606	)		(166,304	)
Issuance of limited recourse debt		¾			13,979
Repayment of limited recourse debt		¾			(253	)
Payment of dividends		(668	)		(652	)
Net proceeds from issuance of common stock		119,534			¾
Exercise of stock options		13,076			2,138
Cash flow from financing activities		58,444			32,050
CURRENCY ADJUSTMENTS
Effect of exchange rate changes on cash		(4,404	)		820
CASH AND CASH EQUIVALENTS
Net change in cash and cash equivalents		59,875			(119,864	)
Beginning balance		37,656			132,809
Ending balance	$	97,531		$	12,945

Prior to August 1, 2005, we applied Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. No stock-based compensation expense was recognized in our Condensed Consolidated Statements of Income prior to fiscal 2006 for stock option grants, as the exercise price was equal to the market price of the underlying stock on the date of grant. In addition, previously we recorded unearned stock-based compensation for nonvested restricted stock awards as “unearned compensation” in the shareholders’ equity section of our Condensed Consolidated Balance Sheets.

~~The~~On ~~accompanying~~August 1, ~~notes~~2005, ~~are~~we anadopted ~~integral~~the ~~part~~fair value recognition provisions of ~~these~~Statement ~~financial~~of ~~statements~~Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment,” requiring us to recognize expense related to the fair value of our stock-based compensation awards. We elected the modified prospective transition method as permitted by SFAS No. 123R. Under this transition method, stock-based compensation expense for the three and nine months ended April 30, 2006 includes: (a) compensation expense related to restricted stock awards, (b) compensation expense for all stock options granted prior to, but not yet vested as of July 31, 2005, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” and (c) compensation expense for awards granted subsequent to August 1, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123R.

We recognize compensation expense for stock option awards and nonvested share awards that vest based on time or market parameters on a straight-line basis over the requisite service period for vesting of the award or to an employee’s eligible retirement date, if earlier and applicable. Performance-based nonvested share awards are recognized as compensation expense based on the fair value on the date of grant, the number of shares ultimately expected to vest and the vesting period. At April 30, 2006, achievement of the performance factor is believed to be probable, thus $0.1 million and $0.4 million of compensation expense has been recorded for our performance-based awards during the three and nine months ended April 30, 2006, respectively. Total stock-based compensation expense included in our Condensed Consolidated Statements of Income for the three and nine months ended April

~~Table of Contents~~5

~~JLG~~30, ~~INDUSTRIES~~2006 was $2.2 million ($1.3 million net of tax) and $6.4 million ($3.9 million net of tax), ~~INC~~respectively, compared to $0.9 million ($0.5 million net of tax) and $3.1 million ($1.8 million net of tax) for the three and nine months ended May 1, 2005, respectively. In accordance with the modified prospective transition method of SFAS No. 123R, financial results for the prior period have not been restated.

~~NOTES~~As TOa ~~CONDENSED~~result ~~CONSOLIDATED~~of ~~FINANCIAL~~adopting ~~STATEMENTS~~SFAS No. 123R on August 1, 2005, our income before taxes, net income and basic and diluted earnings per share for the three months ended April 30, 2006, were $0.9 million, $0.5 million and $0.01 lower, respectively, and for the nine months ended April 30, 2006, were $2.6 million, $1.6 million and $0.02 lower, respectively, than if we had continued to account for stock-based compensation under APB Opinion No. 25 for our stock option grants.

~~May~~Prior to the adoption of SFAS No. 1123R, ~~2005~~we reported all tax benefits resulting from the exercise of (stock options as operating cash flows in ~~thousands~~our Condensed Consolidated Statements of Cash Flows. In accordance with SFAS No. 123R, ~~except~~for ~~per~~the ~~share~~nine ~~data)~~months ended April 30, 2006, we revised our Condensed ~~(Unaudited)~~Consolidated Statements of Cash Flows presentation to report the excess tax benefits from the exercise of stock options as financing cash flows. For the nine months ended April 30, 2006, $20.4 million of excess tax benefits were reported as financing cash flows rather than operating cash flows. For the first nine months of fiscal 2005, the excess tax benefits of $2.8 million were included in operating cash flows.

~~NOTE~~The 1following –table ~~BASIS~~illustrates OFthe ~~PRESENTATION~~effect on net income and income per share if we had applied the fair value recognition provisions of SFAS No. 123 for the three and nine months ended May 1, 2005:

We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and notes required by generally accepted accounting principles for complete financial statements. In our opinion, we have included all normal recurring adjustments necessary for a fair presentation of results for the unaudited interim periods.


	Three Months		Nine Months
	Ended		Ended
	May 1, 2005		May 1, 2005
Net income, as reported	$	22,722	$	21,477
Less: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		544		1,650

Pro forma net income	$	22,178	$	19,827


Earnings per share:
Earnings per common share – as reported	$	.24	$	.24

Earnings per common share – pro forma	$	.24	$	.22


Earnings per common share – assuming dilution – as reported	$	.24	$	.23

Earnings per common share – assuming dilution – pro forma	$	.23	$	.21

~~Interim~~Net ~~results~~cash ~~for~~proceeds from the ~~nine-month~~exercise ~~period~~of ~~ended~~stock ~~May 1,~~options ~~2005~~were ~~are~~$18.0 million ~~not~~and ~~necessarily~~$13.1 million ~~indicative~~for of the ~~results~~nine ~~that~~months ~~may~~ended beApril 30, ~~expected~~2006, ~~for~~and ~~the~~May 1, ~~fiscal~~2005, ~~year as a whole~~respectively. ~~For~~The ~~further~~actual ~~information,~~income ~~refer~~tax ~~to the~~benefit ~~consolidated~~realized ~~financial~~from ~~statements~~stock ~~and~~option ~~notes~~exercises ~~thereto~~total ~~included~~$20.1 million inand ~~our~~$4.4 million, ~~annual~~respectively, ~~report on Form 10-K~~ for those ~~the~~same ~~fiscal year ended July 31, 2004~~periods.

~~We operate on a 5-4-4 week quarter with our fiscal year and fourth quarter ending on July 31. Our~~6 first quarter ends on the Sunday closest to October 31 that either coincides with or precedes that date. Our second and third quarters end 13 and 26 weeks, respectively, following the end of the first quarter. Our first three quarters of fiscal 2005 ended on May 1, 2005, January 30, 2005 and October 31, 2004 as compared to April 25, 2004, January 25, 2004 and October 26, 2003 for fiscal 2004. For presentation purposes, we use three and nine months to describe one fiscal quarter and three fiscal quarters, respectively.

~~Where~~A ~~appropriate,~~summary weof ~~have~~our ~~reclassified~~stock ~~certain~~option ~~amounts~~activity is as follows (in ~~fiscal~~thousands, ~~2004~~except toweighted ~~conform~~average exercise toprice) for the ~~fiscal 2005~~nine ~~presentation.~~months ended April 30, 2006:

Marketable Securities


						Weighted-
						Average
				Weighted-		Remaining
				Average		Contractual		Aggregate
				Exercise		Term (in		Intrinsic
	Options			Price		years		Value
Outstanding options at August 1, 2005		6,032		$	6.57
Options granted		7		$	22.76
Options exercised		(3,001	)	$	6.04
Options forfeited or expired		(75	)	$	8.84

Outstanding options at April 30, 2006		2,963		$	7.08		7.0	$	64,000

Vested or expected to vest at April 30, 2006		2,890		$	7.06		7.0	$	62,474

Exercisable at April 30, 2006		1,379		$	5.51		5.7	$	31,957

~~Marketable~~The ~~securities~~aggregate atintrinsic ~~May 1,~~value ~~2005~~in ~~included~~the ~~corporate~~table ~~debt~~above ~~securities,~~represents ~~which~~the ~~are~~total ~~considered “held~~pre-~~to-maturity”~~tax intrinsic value (difference between our closing stock price on the last trading day of the nine months ended April 30, 2006 and ~~are~~the ~~reported~~exercise atprice, ~~amortized~~multiplied ~~cost.~~by ~~Our~~the ~~investments~~number of in-the-money ~~marketable~~options) ~~securities~~that atwould have ~~May~~been received by the option holders had all option holders exercised their options on April 130, 2006. ~~2005~~This amount changes based on the fair market value of ~~$74~~our stock.~~9 million~~ ~~are~~Total ~~due~~intrinsic ~~within~~value ~~one~~of options ~~year~~exercised for the nine months ended April 30, 2006 was $54.3 million.

~~Stock~~We continue to use the Black-~~Based~~Scholes ~~Incentive~~valuation ~~Plan~~model to value stock options. We used our historical stock prices as the basis for our volatility assumption. The assumed risk-free rates were based on U.S. Treasury rates in effect at the time of grant. The expected option life represents the period of time that the options granted are expected to be outstanding and were based on historical experience.

WeAs ~~have a stock-based compensation plan covering both employees and directors. We account for this plan under the recognition and measurement principles~~ of ~~Accounting Principles Board (“APB”) Opinion No.~~April 2530, ~~“Accounting for Stock Issued to Employees” and related interpretations. Under this opinion~~2006, we dohad ~~not recognize compensation expense arising from such grants because the exercise price of our stock options equals the market price of the underlying stock on the date of grant~~$4. In6 million ~~addition, we make awards~~ of ~~restricted~~unrecognized ~~stock that generally vest over time or accelerate upon the occurrence of certain conditions. Restricted stock awards result in the recognition of~~ compensation expense, ~~arising~~which ~~from~~will ~~such~~be recognized ~~awards generally~~ over ~~the~~a ~~shorter~~weighted-average ~~of the vesting~~ period ~~or the attainment~~ of ~~acceleration conditions such, as the eligible participants’ ability to retire or our achievement of performance or market conditions specified in the award~~1.25 years.

The ~~following~~fair ~~table~~value ~~illustrates~~of ~~the~~each ~~effect~~option ongrant ~~net~~was ~~income~~estimated ~~and~~at ~~earnings~~the ~~per~~date ~~share~~of ifgrant weusing ~~had~~the ~~applied~~Black-Scholes ~~the~~option-pricing ~~fair~~model ~~value~~with ~~recognition~~the ~~provisions~~following ofassumptions ~~Statement~~and ofweighted-average ~~Financial~~fair ~~Accounting~~values ~~Standards~~for ~~(“SFAS”)~~the ~~No.~~nine ~~123,~~months ~~“Accounting~~ended ~~for Stock-Based Compensation~~April 30,” ~~for~~2006 ~~each of the three-~~ and ~~nine-month periods ended~~ May 1, 2005 ~~and~~as ~~April 25, 2004~~follows:


	2006			2005

Weighted-average fair value of grants	$	11.59		$	4.06
Risk free interest rate		4.39	%		3.31	%
Dividend yield		.04	%		.11	%
Expected volatility		50.4	%		57.3	%
Expected life in years		5.50			3.90

~~Table of Contents~~7

	Three Months Ended				Nine Months Ended
	May 1,		April 25,		May 1,		April 25,
	2005		2004		2005		2004
Net income, as reported	$	22,722	$	8,687	$	21,477	$	11,378
Less: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		544		753		1,650		2,197
Pro forma net income	$	22,178	$	7,934	$	19,827	$	9,181
Earnings per share:
Earnings per common share – as reported	$	.48	$	.20	$	.48	$	.27
Earnings per common share – pro forma	$	.47	$	.19	$	.44	$	.21
Earnings per common share – assuming dilution – as reported	$	.47	$	.20	$	.46	$	.26
Earnings per common share – assuming dilution – pro forma	$	.46	$	.18	$	.43	$	.21

Nonvested restricted stock awards as of April 30, 2006 and changes during the nine months ended April 30, 2006 were as follows (in thousands, except weighted average grant date fair value):

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS


				Weighted-
				Average
	Number of			Grant Date
	Shares			Fair Value
Nonvested at August 1, 2005		888		$	9.86
Granted		60		$	22.46
Vested		(61	)	$	7.31
Forfeited or transferred to deferred compensation plan		(8	)	$	14.94

Nonvested at April 30, 2006		879		$	10.85

InAs ~~November~~of April ~~2004~~30, ~~the~~2006, ~~Financial~~there ~~Accounting~~was ~~Standards Board (“FASB”) issued SFAS No~~$5.3 ~~151, “Inventory~~million ~~Costing.” We are required to adopt the provisions~~ of ~~SFAS~~unrecognized ~~151,~~compensation onexpense arelated ~~prospective basis,~~to asnonvested ofstock ~~August 1, 2005~~awards. ~~SFAS~~That ~~151~~cost ~~clarifies~~is ~~the~~expected ~~accounting~~to ~~for abnormal amounts of idle facility expense, freight, handling costs and wasted material. SFAS 151 requires that those amounts, if abnormal,~~ be recognized asover ~~expenses~~a inweighted-average ~~the~~ period ~~incurred. In addition, SFAS 151 requires the allocation~~ of ~~fixed production overheads to the cost of conversion based upon the normal capacity~~ ~~of the production facilities~~2. ~~We have not yet determined what effect SFAS 151 will have on our earnings and financial position when adopted~~25 years.

InNOTE ~~December 2004,~~2 ~~the~~– ~~FASB~~RECENT ~~issued~~ACCOUNTING ~~SFAS No. 123 (revised 2004), “Share-Based Payment.” SFAS No.~~PRONOUNCEMENTS 123R will require us to expense share-based payments, including employee stock options, based on their fair value. We are required to adopt the provisions of SFAS No. 123R effective as of the beginning of our first quarter of fiscal 2006. SFAS No. 123R provides alternative methods of adoption, which include prospective application and a modified retroactive application. We are currently evaluating the financial impact of SFAS No. 123R.

In ~~December~~November 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. ~~153~~151, “~~Exchanges~~Inventory ofCosting.” ~~Nonmonetary~~SFAS ~~Assets~~151 —clarifies anthe ~~amendment~~accounting for abnormal amounts of idle facility ~~APB~~expense, ~~Opinion~~freight, ~~No. 29.”~~handling ~~This~~costs ~~statement~~and ~~addresses~~wasted ~~the~~material. ~~measurement~~SFAS of151 ~~exchanges~~requires ofthat ~~nonmonetary~~those ~~assets~~amounts, if ~~and~~abnormal, ~~redefines~~be recognized as expenses in the ~~scope~~period incurred. In addition, SFAS 151 requires the allocation of ~~transactions~~fixed ~~that~~production ~~should~~overheads beto ~~measured~~the cost of conversion based onupon the ~~fair~~normal ~~value~~ capacity of the ~~assets~~ ~~exchanged~~production facilities. We adopted SFAS No. ~~153~~151 is effective ~~for us on~~ August 1, 2005. WeThe doadoption did not ~~believe the adoption of SFAS No. 153 will~~ have a material impact on our earnings and financial position.

~~NOTE~~In 3December 2004, –the ~~INVENTORIES~~FASB ~~AND~~issued ~~COST~~SFAS OFNo. 153, ~~SALES A~~“Exchanges ~~precise~~of ~~inventory~~Nonmonetary ~~valuation~~Assets ~~under~~— ~~the~~an ~~LIFO~~amendment ~~(last-in,~~of APB ~~first-out)~~Opinion ~~method~~No. 29.” ~~can~~This ~~only~~statement beaddresses ~~made at~~ the ~~end~~ measurement of ~~each~~exchanges ~~fiscal~~of ~~year.~~nonmonetary ~~Therefore,~~assets and ~~interim~~redefines ~~LIFO inventory valuation determinations, including~~ the ~~determination~~ atscope ~~May 1,~~of ~~2005,~~transactions ~~must~~that ~~necessarily~~should be measured based on ~~our~~the ~~estimate~~fair value of ~~expected fiscal year-end~~the ~~inventory~~assets ~~levels and costs~~exchanged. ~~The~~We ~~cost~~adopted ofSFAS ~~inventories~~No. 153 ~~stated~~effective ~~under~~August 1, ~~the~~2005. ~~LIFO~~The ~~method~~adoption ~~was~~did ~~56%~~not ~~and~~have ~~62%~~a atmaterial ~~May 1,~~impact ~~2005~~on ~~and~~our ~~July 31,~~earnings ~~2004,~~and ~~respectively,~~financial ~~of our total inventory~~position.

6In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3”. Previously, APB Opinion No. 20, “Accounting Changes” and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements” required the inclusion of the cumulative effect of changes in accounting principle in net income of the period of the change. SFAS No. 154 requires companies to recognize a change in accounting principle, including a change required by a new accounting pronouncement when the pronouncement does not include specific transition provisions, retrospectively to prior period financial statements. SFAS No. 154 was effective as of January 1, 2006 and the adoption of this standard did not have any impact on us in the third quarter of fiscal 2006.

~~Table~~In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments,” which amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and SFAS No. 140, “Accounting for Transfers and Servicing of ~~Contents~~Financial Assets and Extinguishments of Liabilities”. SFAS No. 155 provides guidance to simplify the accounting for certain hybrid instruments by permitting fair value remeasurement for any hybrid financial instrument that contains an embedded derivative, as well as, clarifies that beneficial interests in securitized financial assets are subject to SFAS No. 133. In addition, SFAS No. 155 eliminates a restriction on the passive derivative instruments that a qualifying special-purpose entity may hold under SFAS No. 140. SFAS No. 155 is effective for all financial instruments acquired, issued or subject to a new basis occurring after the beginning of an entity’s first fiscal year that begins after September 15, 2006. We are currently evaluating the impact of SFAS No. 155 on our financial condition and results of operations.

~~Inventories~~In ~~consist~~March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets,” which amends SFAS No. 140. SFAS No. 156 provides guidance addressing the ~~following:~~recognition and measurement of separately recognized servicing assets and liabilities, common with mortgage securitization activities, and provides an approach to simplify efforts to obtain hedge accounting treatment. SFAS No. 156 is effective for all separately recognized servicing assets and liabilities acquired or issued after the beginning of an entity’s fiscal year that begins after

	May 1,		July 31,
	2005		2004
Finished goods	$	87,952	$	66,586
Raw materials and work in process		104,615		93,695
		192,567		160,281
Adjustment to LIFO basis		7,197		5,876
	$	185,370	$	154,405

~~NOTE~~September 15, 42006, –with ~~TRADE~~early ~~ACCOUNTS~~adoption ~~AND~~being ~~FINANCE~~permitted. ~~RECEIVABLES~~We are currently evaluating the impact of SFAS No. 155 on our financial condition and results of operations.

~~Trade~~NOTE ~~accounts~~3 ~~and~~– ~~finance~~STRATEGIC ~~receivables consist of the following:~~ALLIANCE

	May 1,		July 31,
	2005		2004
Trade accounts receivable	$	349,595	$	370,633
Finance receivables		8,009		7,270
Pledged finance receivables		29,166		34,500
		386,770		412,403
Less allowance for doubtful accounts and provisions for losses		9,580		11,806
	$	377,190	$	400,597

On October 27, 2005, we entered into a 20-year strategic alliance (the “Alliance”) with Caterpillar Inc. (“Caterpillar”) related to the design, manufacture and sale by us of Caterpillar branded telehandlers. The Alliance establishes separate dates in different geographic markets for the transition of telehandler manufacturing and selling responsibility from Caterpillar to us ranging from July 1 to November 1, 2006. As part of the Alliance, we acquired certain equipment and substantially all of the tooling and intellectual property used by Caterpillar exclusively in connection with the design and manufacture of Caterpillar’s current European telehandler products. The purchase price for these Caterpillar telehandler assets was $$52.1 million, which included transaction expenses of $0.6 million, of which $46.4 million was paid at closing on November 30, 2006 and the remaining $5.0 million to be paid on September 15, 2006. We funded the cash portion of the purchase price of the Caterpillar telehandler assets and the transaction expenses with cash generated from operations.

~~NOTE~~We 5made –this ~~OTHER~~asset ~~ASSETS~~acquisition because of its strategic fit and adherence to our growth strategy and acquisition criteria. This acquisition was an addition to our Machinery segment and has been accounted for as a purchase.

~~Other~~The ~~assets~~following ~~consist~~table summarizes our estimated fair values of the ~~following~~Caterpillar telehandler assets acquired and liabilities assumed on October 27, 2005:

	May 1,			July 31,
Property, plant and equipment	$	7,663
	2005			2004
Other intangible assets		44,500
Future income tax benefits	$	29,003		$	26,363
Other liabilities		(70	)
Customer notes receivable and other investments		19,077			25,655
Net cash consideration	$	52,093
Deferred finance charges		9,378			13,902
Other		7,625			2,983
		65,083			68,903
Less allowance for notes receivable		8,235			6,300
	$	56,848		$	62,603

~~Notes~~Of ~~receivable~~the ~~and~~$44.5 million ~~other investments are with customers or customer affiliates and include restructuring~~ of ~~accounts~~acquired ~~and~~intangible ~~finance~~assets ~~receivables~~ as ~~well as assisting our customers in their financing efforts. As~~ of ~~May~~April 130, ~~2005~~2006, ~~and July~~$29.4 ~~31,~~million ~~2004,~~is ~~approximately~~assigned to ~~81%~~distributor and ~~73%,~~customer ~~respectively,~~relations ~~of our~~(20-year ~~current and long~~weighted-~~term~~average ~~notes~~useful ~~receivable and other investments were due from four and three parties~~life), ~~respectively~~$8.8 million Weis assigned ~~routinely~~to ~~evaluate~~patents ~~the~~(10-year ~~creditworthiness~~weighted-average ofuseful ~~our~~life) ~~customers~~ and ~~provide reserves if required under the circumstances~~$6.3 million ~~Certain~~is ~~notes~~assigned ~~receivables~~to ~~are collateralized by~~ a ~~security~~covenant ~~interest~~not-to-compete inagreement ~~the~~(20-year ~~underlying~~weighted-average ~~assets,~~useful ~~other assets owned by the debtor and/or personal guarantees~~life). IfThe ~~the~~entire ~~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’~~intangible ~~financial~~assets ~~obligations~~is expected to ~~us,~~be wedeductible ~~may~~for ~~incur~~tax ~~losses in excess of our reserves~~purposes.

~~Future~~We ~~income~~continue ~~tax~~to ~~benefits~~evaluate ~~arise~~the ~~because~~initial ~~there~~purchase ~~are~~price ~~certain~~allocation ~~items~~for ~~that~~the ~~are~~Caterpillar ~~treated~~telehandler ~~differently for~~asset ~~financial~~acquisition, ~~accounting~~and ~~than~~we ~~for~~will ~~income~~adjust ~~taxes. We record~~ the ~~estimated~~allocations ~~future~~as ~~tax~~additional ~~effects~~information ofrelative ~~temporary differences~~to ~~between~~ the ~~tax~~fair market ~~bases~~values of the assets and liabilities ~~and~~become ~~amounts~~known. ~~reported~~Examples inof ~~the accompanying~~factors ~~Condensed Consolidated Balance Sheets, as well as operating loss~~ and ~~tax credit~~information ~~carryforwards.~~that Wewe ~~evaluate~~use ~~the~~to ~~recoverability~~refine ~~of any tax assets recorded on~~ the ~~balance~~allocations ~~sheet~~include tangible and ~~provide~~ ~~any~~intangible ~~necessary~~asset ~~allowances as required~~appraisals.

7NOTE 4 – DISPOSTION OF ASSETS

~~Table~~On February 3, 2006, we sold substantially all of ~~Contents~~the assets pertaining to our line of Gradall excavators to Alamo Group Inc. (“AGI”) for cash consideration of $33.0 million net of adjustments based on a balance sheet as of the closing date and on valuation of certain pension liabilities and assets. The sale included the 430,000 square foot manufacturing facility in New Philadelphia, Ohio and related equipment, machinery, tooling, and intellectual property. The Gradall excavator product line included crawler and wheeled models. Divesting this product line is consistent with our strategy of focusing our efforts on our core access business and the proceeds from the sale will be used to continue implementing our growth strategy. In addition to the purchase agreement, we executed a transition supply agreement with AGI covering components for our telescopic material handler product lines that at closing were manufactured at the New Philadelphia facility. The Gradall excavator product line was part of our Machinery segment. The sale of our line of Gradall excavators resulted in a one-time pre-tax gain of $14.6 million, including the $6.7 million curtailment gain discussed in Note 11, in our third quarter of fiscal 2006.

~~Deferred finance charges relate to our two note issues and indebtedness under bank credit~~9 ~~facilities and are ratably amortized over the remaining life of the instruments, or written off at the time of any note redemption or credit facility early termination.~~

~~NOTE~~The 6carrying –amounts ~~PRODUCT~~of ~~WARRANTY~~the major classes of assets and liabilities were as follows as of February 3, 2006:

This table presents our reconciliation of accrued product warranty during the period from August 1, 2004 to May 1, 2005:


	February 3,
	2006
ASSETS
Trade receivables – net	$	7,308
Inventories		21,165
Other current assets		1
Property, plant and equipment		8,930
Goodwill		1,186
Other assets		2,150

	$	40,740

LIABILITIES AND SHAREHOLDERS EQUITY
Accounts payable	$	8,855
Accrued expenses		3,696
Other long-term liabilities		7,465
Provisions for contingencies		135
Accumulated other comprehensive loss		(3,376	)

	$	16,775

Balance as of August 1, 2004	$	11,829
Payments		(9,082	)
Accruals		9,535
Balance as of May 1, 2005	$	12,282

NOTE 5 – TRADE ACCOUNTS AND FINANCE RECEIVABLES
Trade accounts and finance receivables consist of the following:

NOTE 7 – BASIC AND DILUTED EARNINGS PER SHARE


	April 30,		July 31,
	2006		2005
Trade accounts receivable	$	373,643	$	393,915
Finance receivables		14,385		8,023
Pledged finance receivables		16,384		29,238

		404,412		431,176
Less allowance for doubtful accounts		10,446		11,310

	$	393,966	$	419,866

~~This~~NOTE ~~table~~6 ~~presents~~– ~~our~~INVENTORIES ~~computation~~AND ofCOST ~~basic~~OF ~~and diluted earnings per share for each of the periods~~SALES ~~ended May 1, 2005 and April 25, 2004:~~

	Three Months Ended				Nine Months Ended
	May 1,		April 25,		May 1,		April 25,
	2005		2004		2005		2004
Net income	$	22,722	$	8,687	$	21,477	$	11,378
Denominator for basic earnings per share – weighted average shares		47,091		42,836		45,045		42,821
Effect of dilutive securities – employee stock options and unvested restricted shares		1,196		1,177		1,253		1,152
Denominator for diluted earnings per share – weighted average shares adjusted for dilutive securities		48,287		44,013		46,298		43,973
Earnings per common share	$	.48	$	.20	$	.48	$	.27
Earnings per common share – assuming dilution	$	.47	$	.20	$	.46	$	.26

A precise inventory valuation under the LIFO (last-in, first-out) method can only be made at the end of each fiscal year. Therefore, interim LIFO inventory valuation determinations, including the determination at April 30, 2006, must necessarily be based on our estimate of expected fiscal year-end inventory levels and costs. The cost of inventories stated under the LIFO method was 47% and 44% at April 30, 2006 and July 31, 2005, respectively, of our total inventory.

~~During~~Inventories ~~the~~consist ~~quarter ended May 1, 2005, options to purchase 0.4 million shares~~ of ~~capital stock at a range of $21.09 to $21.94 per share were not included in~~ the ~~computation of diluted earnings per~~following: ~~share because exercise prices for the options were more than the average market price of the capital stock.~~

NOTE 8 – SEGMENT INFORMATION


	April 30,		July 31,
	2006		2005
Finished goods	$	116,508	$	75,014
Raw materials and work in process		110,048		102,267

		226,556		177,281
Less LIFO reserve		9,655		8,184

	$	216,901	$	169,097

WeDuring ~~operate~~the ~~through~~first ~~three~~quarter ~~segments~~of –fiscal ~~Machinery~~2006, ~~Equipment~~we ~~Services and Access Financial Solutions. The Machinery segment designs~~recorded, ~~manufactures~~in ~~and~~cost ~~sells aerial work platforms, telehandlers, telescoping hydraulic excavators and trailers, as well as an array~~ of ~~complementary accessories that increase the versatility and efficiency of these products for end users. The Equipment Services segment provides after-~~sales ~~service and support~~, ~~including~~a ~~parts sales~~one-time, ~~equipment rentals,~~pre-tax ~~and used and remanufactured or reconditioned equipment sales. The Access Financial~~benefit ~~Solutions segment arranges equipment financing and leasing solutions for our customers primarily through third party financial institutions. We evaluate performance~~ of ~~the Machinery and Equipment Services segments and allocate resources based on operating profit before interest, miscellaneous income/expense and income taxes~~$4.6 million Weresulting ~~evaluate~~from ~~performance~~a ofchange the Access Financial Solutions segment and allocate resources based on its operating profit less interest expense. Intersegment sales and transfers are not significant. The accounting policies of the reportable segments are the same as those described in the ~~summary~~costing ~~of significant~~methodology ~~accounting~~for ~~policies~~inbound freight.

810

~~Table~~NOTE of7 ~~Contents~~– OTHER ASSETS

~~Our~~Other ~~business~~assets ~~segment~~consist ~~information consisted~~ of the following ~~for each of the periods ended May 1, 2005 and April 25, 2004~~:

	Three Months Ended						Nine Months Ended
	April 30,			July 31,
	May 1,			April 25,			May 1,			April 25,
	2006			2005
	2005			2004			2005			2004
Future income tax benefits	$	35,966		$	38,896
Revenues:
Customer notes receivable and other investments		25,952			19,671
Machinery	$	437,595		$	261,263		$	971,347		$	622,487
Deferred finance charges		7,615			8,712
Equipment Services		64,313			53,258			184,733			134,895
Other		4,405			8,304
Access Financial Solutions		3,448			4,166			9,371			11,420
		73,938			75,583
	$	505,356		$	318,687		$	1,165,451		$	768,802
Less allowance for notes receivable		1,741			7,440
Segment profit (loss):
	$	72,197		$	68,143
Machinery	$	51,995		$	25,190		$	48,188		$	43,324
Equipment Services		17,867			15,158			53,345			39,035
Access Financial Solutions		1,211			694			2,117			705
General corporate		(21,254	)		(20,229	)		(48,304	)		(47,410	)
Segment profit		49,819			20,813			55,346			35,654
Add Access Financial Solutions’ interest expense		1,448			2,785			5,193			8,373
Operating income	$	51,267		$	23,598		$	60,539		$	44,027

~~This~~Future ~~table~~income ~~presents~~tax ~~our~~benefits ~~business~~arise ~~segment~~because there are certain items that are treated differently for financial accounting than for income taxes. We record the estimated future tax effects of temporary differences between the tax bases of assets ~~at:~~and liabilities and amounts reported in the accompanying Condensed Consolidated Balance Sheets, 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.

	May 1,		July 31,
	2005		2004
Machinery	$	750,055	$	728,151
Equipment Services		59,910		39,394
Access Financial Solutions		112,197		191,183
General corporate		202,863		68,716
	$	1,125,025	$	1,027,444

Notes receivable and other investments are with customers or customer affiliates and include restructuring of accounts and finance receivables as well as assisting our customers in their financing efforts. As of April 30, 2006 and July 31, 2005, approximately 94% and 82%, respectively, of our current and long-term notes receivable and other investments were due from three and four parties, respectively. We routinely evaluate the creditworthiness of our customers and provide reserves if required under the circumstances. Certain notes receivables are collateralized by a security interest in the underlying assets, other assets owned by the debtor and/or personal guarantees. We may incur losses in excess of our reserves 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 collateral supporting our customers’ financial obligations to us.

WeDeferred ~~manufacture~~finance ~~our~~charges ~~products~~relate into ~~the~~our ~~United~~two ~~States,~~note ~~Belgium~~issues and ~~France~~indebtedness ~~and~~under ~~sell~~bank ~~these products~~credit ~~globally,~~facilities ~~but principally in North America, Europe, Australia~~ and ~~Latin~~are ~~America.~~ratably Noamortized ~~single~~over ~~foreign country accounts for a significant percentage of revenue of our consolidated operations. Our revenues by geographic area consisted of~~ the ~~following~~remaining ~~for~~life ~~each~~ of the ~~periods ended May 1, 2005~~instruments. ~~and April 25, 2004:~~

	Three Months Ended				Nine Months Ended
	May 1,		April 25,		May 1,		April 25,
	2005		2004		2005		2004
United States	$	379,624	$	246,985	$	874,384	$	596,198
Europe		86,224		48,079		179,906		112,316
Other		39,508		23,623		111,161		60,288
	$	505,356	$	318,687	$	1,165,451	$	768,802

NOTE 8 – PRODUCT WARRANTY

9Most of our products carry a product warranty. That product warranty generally provides that we will repair or replace parts of the product found to be defective in material or workmanship during the specified warranty period following purchase at no cost to the customer. In addition, we provide a one-year warranty on replacement or service parts that we sell. We provide for an estimate of costs that may be incurred under our warranty at the time product revenue is recognized based on the historical percentage relationships of such costs to machine sales and applied to current equipment sales. In addition, specific reserves are maintained for programs related to machine safety and reliability issues. Estimates are made regarding the size of the population, the type of program, costs to be incurred by us and estimated participation.

~~Table~~This table presents our reconciliation of ~~Contents~~accrued product warranty during the period from August 1, 2005 to April 30, 2006:

NOTE 9 – EMPLOYEE RETIREMENT PLANS


Balance as of August 1, 2005	$	13,377
Payments		(10,208	)
Accruals		13,836
Sale of Gradall excavator product line (see Note 4)		(1,028	)

Balance as of April 30, 2006	$	15,977

~~Our components of pension expense were as follows for each of the periods ended May 1, 2005 and~~11 ~~April 25, 2004:~~

	Three Months Ended						Nine Months Ended
	May 1,			April 25,			May 1,			April 25,
	2005			2004			2005			2004
Service cost	$	504		$	513		$	1,581		$	1,541
Interest cost		495			500			1,744			1,498
Expected return		(293	)		(221	)		(880	)		(664	)
Amortization of prior service cost		64			64			201			192
Amortization of transition obligation		¾			8			¾			24
Amortization of net loss		66			144			200			433
	$	836		$	1,008		$	2,846		$	3,024

NOTE 9 – BASIC AND DILUTED EARNINGS PER SHARE

~~Our~~This ~~components~~table ofpresents ~~other~~our ~~postretirement~~computation ~~benefits~~of ~~expense~~basic ~~were~~and asdiluted ~~follows~~earnings per share for each of the periods ended ~~May~~April 130, ~~2005~~2006 and ~~April~~May 251, ~~2004~~2005:

	Three Months Ended						Nine Months Ended
	May 1,			April 25,			May 1,			April 25,
	April 30,			May 1,			April 30,			May 1,
	2005			2004			2005			2004
	2006			2005			2006			2005
Service cost	$	383		$	483		$	1,153		$	1,450
Net income	$	46,187		$	22,722		$	101,473		$	21,477
Interest cost		502			597			1,504			1,791
Denominator for basic earnings per share – weighted average shares		105,088			94,182			103,873			90,090
Amortization of prior service cost		(190	)		(106	)		(573	)		(316	)
Effect of dilutive securities – employee stock options and unvested restricted shares		2,144			2,392			2,388			2,506
Amortization of net loss		115			231			348			693
Denominator for diluted earnings per share – weighted average shares adjusted for dilutive securities		107,232			96,574			106,261			92,596
	$	810		$	1,205		$	2,432		$	3,618
Earnings per common share	$	.44		$	.24		$	.98		$	.24
Earnings per common share – assuming dilution	$	.43		$	.24		$	.95		$	.23

AsNOTE a10 ~~result~~– ofSEGMENT ~~changes made to the retiree contribution rates, we recognized a reduction of $0.2~~INFORMATION ~~million and $0.5 million to our other postretirement benefits expense during the third quarter and first nine months of fiscal 2005, respectively.~~

~~NOTE~~We 10operate –through ~~RESTRUCTURING~~three ~~COSTS~~business segments: Machinery, Equipment Services and Access Financial Solutions. Our Machinery segment designs, manufactures and sells aerial work platforms, telehandlers and trailers as well as an array of complementary accessories that increase the versatility and efficiency of these products for end-users. Until February 2006, when we sold the Gradall excavator product line, our Machinery segment included the manufacture and sale of telescopic hydraulic excavators. 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, remanufactured and reconditioned equipment. Our Access Financial Solutions segment arranges equipment financing and leasing solutions for our customers primarily through “private label” agreements with third party financial institutions, and provides credit support in connection with these financing and leasing arrangements. We evaluate performance of the Machinery and Equipment Services segments and allocate resources based on operating profit before interest, miscellaneous income/expense and income taxes. We evaluate performance of the Access Financial Solutions segment and allocate resources based on its operating profit less interest expense. Intersegment sales and transfers are not significant. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

~~In connection with our acquisitions, we assess and formulate plans related to their future~~12 integration. This process begins during the due diligence process and is concluded within twelve months of the acquisition. We accrue estimates for certain costs, related primarily to personnel reductions and facility closures or restructurings anticipated at the date of acquisition, in accordance with Emerging Issues Task Force No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.” Adjustments to these estimates are made as plans are finalized, but in no event beyond one year from the acquisition date. To the extent these accruals are not utilized for the intended purpose, the excess is recorded as a reduction of the purchase price, typically by reducing recorded goodwill balances. Costs incurred in excess of the recorded accruals are expensed as incurred.

10Our business segment information consisted of the following for each of the periods ended April 30, 2006 and May 1, 2005:


	Three Months Ended						Nine Months Ended
	April 30,			May 1,			April 30,			May 1,
	2006			2005			2006			2005
Revenues:
Machinery	$	524,329		$	437,595		$	1,347,664		$	971,347
Equipment Services		103,015			64,313			245,458			184,733
Access Financial Solutions		2,271			3,448			8,642			9,371

	$	629,615		$	505,356		$	1,601,764		$	1,165,451


Segment profit (loss):
Machinery	$	80,457		$	51,995		$	172,984		$	48,188
Equipment Services		27,586			17,867			75,288			53,345
Access Financial Solutions		1,139			1,211			3,393			2,117
Corporate expense		(25,153	)		(21,254	)		(69,493	)		(48,304	)

Segment profit		84,029			49,819			182,172			55,346
Add Access Financial Solutions’ interest expense		661			1,448			2,618			5,193

Operating income	$	84,690		$	51,267		$	184,790		$	60,539

AsThis ~~part~~table ofpresents our ~~OmniQuip integration plan, we permanently closed five facilities of the acquired~~ business ~~and~~segment ~~relocated~~assets that production into our existing facilities. Additionally, we reduced the employment and incurred costs associated with the involuntary termination benefits and relocation costs. These costs were incremental to our combined enterprise and were incurred as a direct result of our integration plan. Accrued liabilities associated with these integration activities include the following (in thousands, except headcount)at:

Planned Headcount Reduction:
	April 30,			July 31,
Balance at August 1, 2004		18
	2006			2005
Reductions during fiscal 2005		¾
Machinery	$	812,400		$	798,536
Balance at May 1, 2005		18
Equipment Services		64,253			49,152
Involuntary Employee Termination Benefits:
Access Financial Solutions		83,017			111,054
Balance at August 1, 2004	$	2,783
Corporate		340,730			244,855
Costs incurred during fiscal 2005		(1,246	)
	$	1,300,400		$	1,203,597
Balance at May 1, 2005	$	1,537
Facility Closure and Restructuring Costs:
Balance at August 1, 2004	$	4,265
Costs incurred during fiscal 2005		¾
Balance at May 1, 2005	$	4,265

~~The~~We ~~remaining~~manufacture ~~involuntary~~our ~~employee~~products ~~termination~~in ~~benefits~~the ~~accrual~~United ofStates, ~~$1.5 million~~Belgium ~~relates~~and toFrance ~~payments~~and sell these products ~~due~~globally, tobut ~~headcount~~principally ~~reductions~~in ~~that~~North ~~have~~America, ~~occurred~~Europe, Australia and Latin America. Except for the United 18States, ~~remaining~~no ~~planned~~single ~~headcount~~country ~~reductions~~accounts for a significant percentage of revenues of our consolidated operations. Our revenues by geographic area consisted of the following for each of the periods ended April 30, 2006 and May 1, 2005:

NOTE 11 – COMMITMENTS AND CONTINGENCIES


	Three Months Ended				Nine Months Ended
	April 30,		May 1,		April 30,		May 1,
	2006		2005		2006		2005
United States	$	456,630	$	379,624	$	1,177,886	$	874,384
Europe		124,621		86,224		270,503		179,906
Other		48,364		39,508		153,375		111,161

	$	629,615	$	505,356	$	1,601,764	$	1,165,451

~~We are a party to personal injury and property damage litigation arising out of incidents involving~~13 the use of our products. Our insurance program for fiscal 2005 is comprised of a self-insured retention of $3.0 million per claim for domestic claims, insurance coverage of $2.0 million for international claims and catastrophic coverage for domestic and international claims of $100.0 million in excess of the retention and primary coverage. We contract with an independent firm to provide claims handling and adjustment services. Our estimates with respect to claims are based on internal evaluations of the merits of individual claims and the reserves assigned by our independent insurance claims adjustment firm. We frequently review the methods of making such estimates and establishing the resulting accrued liability, and any resulting adjustments are reflected in current earnings. Claims are paid over varying periods, which generally do not exceed five years. Accrued liabilities for future claims are not discounted.

~~With~~NOTE ~~respect~~11 to– ~~all~~EMPLOYEE ~~product~~RETIREMENT ~~liability claims of which we are aware, we established accrued~~PLANS liabilities of $27.8 million and $21.9 million at May 1, 2005 and July 31, 2004, respectively. These amounts are included in accrued expenses and provisions for contingencies on our Condensed Consolidated Balance Sheets. While our ultimate liability may exceed or be less than the amounts accrued, we believe that it is unlikely that we would experience losses that are materially in excess of such reserve amounts. The provisions for self-insured losses are included within cost of sales in our Condensed Consolidated Statements of Income. As of May 1, 2005 and July 31, 2004, there were no insurance recoverables or offset implications and there were no claims by us being contested by insurers.

AtOur ~~May 1,~~components ~~2005, we are a party to multiple agreements whereby we guarantee $94.7 million in indebtedness~~ of ~~others,~~pension ~~including the $28.2 million maximum loss exposure under loss pool agreements related to both finance receivable monetizations~~ and ~~third-party~~postretirement ~~financing.~~expense Aswere ofas ~~May 1, 2005,~~follows ~~two~~for ~~customers~~each ~~owed approximately 30%~~ of ~~our total guaranteed indebtedness. Under~~ the ~~terms~~periods ofended ~~these and various related agreements and upon the occurrence of certain events~~April 30, we2006 ~~generally have the ability, among other things, to take possession of the underlying collateral~~ and~~/or~~ ~~to make demand for reimbursement from other parties for any payments made by us under these agreements. At~~ May 1, 2005~~, we had $6.3 million reserved related to these agreements, including a provision for~~: losses of $2.0 million related to our pledged finance receivables. If the financial condition of our customers were to deteriorate resulting in an impairment of their ability to make payments, additional reserves may be required. While we believe it is unlikely that we would experience losses under these agreements that are materially in excess of the amounts reserved, we can provide no assurance that the financial condition of the third parties will not deteriorate resulting in


	Three Months Ended					Three Months Ended
	April 30, 2006					May 1, 2005
	Pension		Postretirement			Pension			Postretirement
	Benefits		Benefits			Benefits			Benefits
Service cost	$	426	$	124		$	504		$	383
Interest cost		241		363			495			502
Expected return		¾		¾			(293	)		¾
Amortization of prior service cost		64		(115	)		64			(190	)
Amortization of net loss		80		37			66			115

	$	811	$	409		$	836		$	810


	Nine Months Ended						Nine Months Ended
	April 30, 2006						May 1, 2005
	Pension			Postretirement			Pension			Postretirement
	Benefits			Benefits			Benefits			Benefits
Service cost	$	1,549		$	986		$	1,581		$	1,153
Interest cost		1,382			1,326			1,744			1,504
Expected return		(594	)		¾			(880	)		¾
Amortization of prior service cost		157			(668	)		201			(573	)
Amortization of net loss		501			333			200			348

	$	2,995		$	1,977		$	2,846		$	2,432

As a result of the ~~customers’~~sale ~~inability~~of the Gradall excavator product line during the third quarter of 2006, we toterminated ~~meet~~a ~~their~~significant ~~obligations~~number of employees. These employees were hired by AGI and will no longer be eligible for future postretirement benefits from us. Their termination of employment from JLG was considered a curtailment under SFAS No. 106, in“Employers’ ~~the~~Accounting ~~event~~for ~~that~~Postretirement ~~occurs~~Benefits Other Than Pensions.” As a result, we ~~cannot~~recognized ~~guarantee~~a one-time pre-tax accounting credit of $6.7 million that is included in the ~~collateral underlying~~gain on the ~~agreements~~sale ~~will~~of bethe ~~sufficient~~excavator toproduct ~~avoid~~line ~~losses~~and ~~materially~~recognized a reduction of $0.4 million in ~~excess~~our postretirement benefits expense during the third quarter and first nine month of ~~those~~fiscal 2006. In addition, as part of the transaction, AGI assumed the two Gradall ~~reserved~~defined benefit plans. As a result, we recognized a reduction of $0.3 million in our pension benefits expense during the third quarter and first nine months of fiscal 2006 and reversed the previously recorded minimum pension liability of $5.5 million.

WeAs ~~have~~a ~~received~~result ~~notices~~ of ~~audit~~changes ~~adjustments~~made ~~from~~to the ~~Pennsylvania~~retiree ~~Department~~contribution ofrates, ~~Revenue~~we ~~(“PA”)~~recognized ~~in connection~~a ~~with~~reduction ~~audits~~ of ~~our fiscal years 1999 through 2002~~$0. ~~The adjustments proposed by PA~~2 ~~consist~~million ofand ~~the~~$0.5 million ~~disallowance of a royalty deduction taken~~ in our ~~income~~postretirement ~~tax~~benefits ~~returns.~~expense Weduring ~~believe~~the ~~that PA~~third ~~has~~quarter ~~acted contrary to applicable law,~~ and ~~we are vigorously disputing its position. Should PA~~first ~~prevail~~nine inmonths ~~its disallowance~~ of ~~the~~fiscal ~~royalty deduction~~2005, ~~it would result in a cash outflow and corresponding charge of approximately $7~~respectively.~~9 million. Although we believe it unlikely, any such~~ ~~action would not occur until some time after calendar 2005.~~

~~There~~NOTE ~~can~~12 be– noRESTRUCTURING ~~assurance that unanticipated events will not require us to increase the amount we~~COSTS ~~have accrued for any matter or accrue for a matter that has not been previously accrued because it was not considered probable.~~

~~NOTE~~In 12connection –with ~~BANK~~our ~~CREDIT~~acquisitions, we assess and formulate plans related to their future ~~LINES~~integration. ~~AND~~This ~~LONG-TERM~~process ~~DEBT~~begins during the due diligence process and is concluded within twelve ~~Our~~months ~~long~~of the acquisition. We accrue estimates for certain costs, related primarily to personnel reductions and facility closures or restructurings anticipated at the date of acquisition, in accordance with Emerging Issues Task Force No. 95-~~term~~3, ~~debt~~“Recognition ~~was~~of Liabilities in Connection with a Purchase Business Combination.” Adjustments to these estimates are made as ~~follows~~plans ~~at:~~are finalized, but in no event beyond one year from the acquisition date. To the extent these accruals are not utilized for the intended purpose, the excess is recorded as a reduction of the purchase price, typically by reducing recorded goodwill balances. Costs incurred in excess of the recorded accruals are expensed as incurred.

	May 1,			July 31,
	2005			2004
8 3/8% senior subordinated notes due 2012	$	113,750		$	175,000
8 1/4% senior unsecured notes due 2008		112,975			125,000
Fair value of hedging adjustment (a)		(3,250	)		(3,496	)
Other		4,291			4,557
		227,766			301,061
Less current portion		829			1,050
	$	226,937		$	300,011

As part of our OmniQuip business unit (“OmniQuip”) integration plan, we permanently closed five facilities of the acquired business and relocated that production into our existing facilities. Additionally, we reduced employment and incurred costs associated with the involuntary termination benefits and relocation costs. These costs were

~~(a) These hedging adjustments are transactions that we have entered into related to our 8 1/4%~~14 ~~senior unsecured notes due 2008 and our 8 3/8% senior subordinated notes due 2012.~~

~~The~~incremental ~~aggregate~~to ~~amounts~~our ofcombined ~~long-term~~enterprise ~~debt~~and ~~outstanding~~were atincurred ~~May 1,~~as ~~2005~~a ~~which~~direct ~~will~~result ~~become~~of ~~due~~our ~~by the end~~integration ofplan. ~~the~~Accrued ~~third~~liabilities ~~quarters~~associated inwith ~~each~~these ofintegration ~~fiscal~~activities ~~2006~~include ~~through~~the ~~2010 are approximately~~following: ~~$1.6 million, $0.8~~ ~~million, $0.9 million, $111.3 million and $0.9 million, respectively.~~

On April 8, 2005, we used approximately $13.2 million of the net proceeds from our March 2005 common stock offering to purchase in the open market $12.025 million in principal amount of our outstanding 8 1/4% Senior Unsecured Notes due 2008 (the “2008 Notes”) at a price equal to 106% of such principal amount, plus accrued and unpaid interest. We incurred a charge of approximately $0.6 million (after taxes) during the third quarter of fiscal 2005 relating to the extinguishment of debt and the write-off of deferred financing costs resulting from the open market purchase of our 2008 Notes. The pre-tax amount of $1.0 million is included in Miscellaneous, net on our Condensed Consolidated Statements of Income. The open market purchase of our 2008 Notes will lower our future interest expense by $1.0 million annually and by $0.3 million for the remainder of our current fiscal year.


Involuntary Employee Termination and Relocation Benefits:
Balance at August 1, 2005	$	435
Costs incurred during fiscal 2006		(18	)

Balance at April 30, 2006	$	417


Facility Closure and Restructuring Costs:
Balance at August 1, 2005	$	3,150
Costs incurred during fiscal 2006		¾

Balance at April 30, 2006	$	3,150

OnThe ~~April 18,~~remaining ~~2005,~~involuntary weemployee ~~used~~termination approximately $68.1 million of the net proceeds from our March 2005 common stock offering to redeem $61.25 million in principal amount of our outstanding 8 3/8% 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~~relocation ~~interest,~~benefits ataccrual ~~any time prior to June 15, 2005. We incurred a charge~~ of ~~approximately~~ $30.24 million ~~(after taxes) during the third quarter of~~ ~~fiscal~~relates ~~2005 relating~~ to the ~~extinguishment~~estimated ofrelocation ~~debt,~~payments net of the deferred gain on the related interest rate swap, and the write-off of deferred financing costs resulting from the redemption of our 2012 Notes. The pre-tax amount of $5.3 million is included in Miscellaneous, net on our Condensed Consolidated Statements of Income. The redemption of our 2012 Notes will lower our future interest expense by $5.1 million annually and by $1.5 million for ~~the~~eight ~~remainder of our current fiscal year~~employees.

AtNOTE ~~May 1,~~13 ~~2005,~~– ~~the~~COMMITMENTS ~~fair~~AND ~~values of our $113.8 million of outstanding 2012 Notes and our $113.0~~CONTINGENCIES ~~million of outstanding 2008 Notes were $117.7 million and $116.4 million, respectively, based on quoted market values. At~~

12We are a party to personal injury and property damage litigation arising out of incidents involving the use of our products. Our insurance program for fiscal 2006 is comprised of a self-insured retention of $3.0 million per claim for domestic claims, insurance coverage of $2.0 million for international claims and catastrophic coverage for domestic and international claims of $100.0 million in excess of the retention and primary coverage. We contract with an independent firm to provide claims handling and adjustment services. Our estimates with respect to claims are based on internal evaluations of the merits of individual claims and the reserves assigned by our independent insurance claims adjustment firm. We frequently review the methods of making such estimates and establishing the resulting accrued liability, and any resulting adjustments are reflected in current earnings. Claims are paid over varying periods, which generally do not exceed five years. Accrued liabilities for future claims are not discounted.

~~Table~~As of ~~Contents~~April 30, 2006 and July 31, 2005, we had $35.6 million and $31.0 million, respectively, of reserves for product liability claims. These amounts are included in accrued expenses and provisions for contingencies on our Condensed Consolidated Balance Sheets. While our ultimate liability may exceed or be less than the amounts accrued, we believe that it is unlikely that we would experience losses that are materially in excess of such reserve amounts. The provisions for self-insured losses are included within cost of sales in our Condensed Consolidated Statements of Income. As of April 30, 2006 and July 31, 2005, there were no insurance recoverables or offset implications and there were no claims by us being contested by insurers.

~~July~~At April 3130, ~~2004~~2006, ~~the~~we ~~fair~~are ~~values~~a ofparty ~~our~~to multiple agreements whereby we guarantee $~~175~~45.07 million in indebtedness of ~~outstanding~~others, ~~2012 Notes~~including ~~and~~a ~~our~~ $~~125~~20.04 million ofmaximum ~~outstanding~~loss ~~2008~~exposure ~~Notes~~under ~~were~~loss ~~$180.3 million~~pool agreements related to both finance receivable monetizations and ~~$131~~third-party financing.3 As of April ~~million~~30, ~~respectively~~ 2006, two ~~based~~customers onowed ~~quoted~~approximately ~~market~~31% ~~values~~of our total guaranteed indebtedness. ~~The~~Under ~~fair~~the ~~value~~terms of ~~our~~these and ~~remaining~~various ~~long-term~~related ~~debt~~agreements atand upon the occurrence of certain events, we generally have the ability, among other things, to take possession of the underlying collateral and/or to demand reimbursement from other parties for any payments made by us under these agreements. At April 30, 2006, ~~2005~~we ~~and~~had ~~at July~~$4.1 31million reserved related to these agreements, ~~2004~~including isa ~~estimated~~provision for losses of $0.5 million related to ~~approximate~~our pledged finance receivables. If the ~~carrying~~financial ~~amount~~condition ~~reported~~of our customers were to deteriorate, resulting in ~~the~~an impairment of their ability to make payments, ~~Condensed~~additional ~~Consolidated~~reserves ~~Balance~~may ~~Sheets~~be ~~based~~required. onWhile ~~current~~we ~~interest~~believe ~~rates~~it ~~for~~is ~~similar~~unlikely ~~types~~that we would experience losses under these agreements that are materially in excess of the amounts reserved, we can provide ~~borrowings.~~no assurance that the financial condition of the third parties will not deteriorate resulting in the customers’ inability to meet their obligations and, in the event that occurs, we cannot guarantee that the collateral underlying the agreements will be sufficient to avoid losses materially in excess of those reserved.

~~ITEM~~We 2have received notices of audit adjustments from the Pennsylvania Department of Revenue (“PA”) in connection with audits of our fiscal years 1999 through 2003. ~~MANAGEMENT’S~~The ~~DISCUSSION~~adjustments ~~AND~~proposed ~~ANALYSIS~~by OFPA consist ~~FINANCIAL~~primarily ~~CONDITION~~of ~~AND~~the ~~RESULTS~~disallowance OFof ~~OPERATIONS~~a royalty deduction taken in our income tax returns. We believe that PA has acted contrary to applicable law, and we are vigorously disputing its position. While we are continuing the appeal process, PA has denied any relief on our appeals to date. Should PA prevail in its disallowance of the royalty deduction, it would

~~The following discussion should be read in conjunction with the financial statements and notes~~15 thereto appearing elsewhere in this report and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2004. This Management’s Discussion and Analysis contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by words such as “may,” “believes,” “expects,” “plans” and similar terminology. These 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. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, the following: (i) general economic and market conditions, including political and economic uncertainty in areas of the world where we do business; (ii) varying and seasonal levels of demand for our products and services; (iii) limitations on customer access to credit for purchases; (iv) credit risks from our financing of customer purchases; (v) interest and foreign currency exchange rates; and (vi) costs of raw materials and energy, as well as other risks as described in “Cautionary Statements Pursuant to the Securities Litigation Reform Act of 1995” which is an exhibit to this report. We undertake no obligation to publicly update or revise any forward-looking statements.

~~Overview~~result in a cash outflow and corresponding charge of approximately $7 million, although the timing of any such action is uncertain as of this date.

WeThere ~~operate~~can ~~through~~be ~~three~~no ~~business~~assurance ~~segments:~~that ~~Machinery,~~unanticipated ~~Equipment~~events ~~Services~~will ~~and~~not ~~Access~~require ~~Financial Solutions.~~us ~~Our~~to ~~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~~amount ~~and efficiency of these products for end-users. Our~~we ~~Equipment~~have ~~Services~~accrued ~~segment provides after-sales service and support~~ for ~~our~~any ~~installed~~matter ~~base of equipment, including parts sales and equipment rentals, and sells used and remanufactured~~ or ~~reconditioned~~ ~~equipment.~~accrue ~~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~~matter ~~basis to equipment rental companies, construction contractors, manufacturing companies, home improvement centers, state and local municipalities and equipment distributors~~ that ~~resell~~ ~~our~~has ~~equipment.~~not ~~More~~been ~~than~~previously ~~60%~~accrued ofbecause ~~our new equipment sales during fiscal 2004 and the first~~it ~~nine~~was ~~months~~not ofconsidered ~~fiscal 2005 were to equipment rental companies~~probable.

~~Demand~~NOTE ~~for~~14 ~~our~~– ~~equipment,~~INTEREST ~~parts~~EXPENSE ~~and~~NET ~~services~~OF isINTEREST ~~cyclical and seasonal. Factors that influence the~~INCOME demand for our equipment include the level of economic activity in our principal markets, North America, Europe, Australia and Latin America, 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’s 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.

WeInterest ~~are~~expense ~~currently~~(net ~~experiencing strong demand for our equipment as a result~~ of ~~economic~~interest ~~growth~~income) inconsisted ~~our principal markets, including higher construction spending, and, in the United States, the replacement~~ of ~~old equipment in our rental company customers’ rental fleets driven by higher utilization rates. Our revenues increased 46.7% in~~ the ~~nine~~following ~~months~~for ~~ended~~each ~~May 1, 2005 in the United States and 68.6% outside~~ of the ~~United~~periods ~~States relative to the nine months~~ ended April 2530, ~~2004.~~2006 ~~We reported~~and ~~record revenues in each of the quarters ended~~ May 1, 2005~~, January 30, 2005 and October~~: ~~31, 2004.~~


	Three Months Ended						Nine Months Ended
	April 30,			May 1,			April 30,			May 1,
	2006			2005			2006			2005
Interest expense	$	6,565		$	8,554		$	20,920		$	25,872
Interest (income)		(2,535	)		(1,136	)		(5,736	)		(2,168	)

	$	4,030		$	7,418		$	15,184		$	23,704

~~Table~~NOTE of15 ~~Contents~~– BANK CREDIT LINES AND LONG-TERM DEBT

On November 30, 2005, we entered into an amended and restated five-year $200.0 million senior secured revolving credit facility that expires November 30, 2010. The ~~major~~facility ~~components~~includes ofan accordion ~~our~~feature ~~cost~~under which JLG, subject to obtaining increased commitments from existing or new lenders, may increase the maximum availability of ~~sales~~the ~~are~~facility ~~manufacturing~~up ~~overhead~~to $300 million. In addition, ~~labor~~we have a pari passu, ~~raw~~$15.0 million ~~materials~~cash management facility that expires November 30, ~~such~~2007. asBoth ~~steel~~facilities are secured by a lien on substantially all of our domestic assets excluding property, plant and ~~manufactured~~equipment. ~~components~~Availability of credit requires compliance with various covenants, ~~such~~including a requirement that in the event the facility borrowing availability is less than 15%, at any time, or in the event that during the 90-day period following payment of certain bond obligations, the facility borrowing availability is less than 40%, we will maintain a fixed charge coverage ratio (as ~~engines~~defined in the senior secured revolving credit facility) of not less than 1.10 to 1.0. 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 ~~machine~~percentages ~~parts~~ranging between 25% and 70% of various categories of domestic inventory. There were no borrowings outstanding under our senior secured revolving facility or our cash management facility at April 30, 2006. At April 30, 2006, we were in compliance with all terms and conditions of our credit facilities.

~~Over~~On ~~the~~March 22, ~~last two years~~2006, we ~~have~~entered ~~substantially~~into ~~reduced~~a ~~our~~$10.0 million, ~~manufacturing~~2 ~~overhead~~1/2% byfixed ~~consolidating our~~rate, ~~North~~five-year ~~American~~loan ~~manufacturing facilities from 13 to seven and improving our manufacturing process through strategic outsourcing of components~~ that ~~has~~matures ~~resulted in better utilization and~~on ~~throughput~~April 1, ~~from our manufacturing footprint~~2011. WeThis ~~are~~loan ~~continuing~~was topart ~~focus~~of ~~on managing our supply chain to reduce~~ the ~~cost~~economic ofassistance ~~raw materials~~ and ~~purchased~~incentive ~~components.~~package ~~Despite~~received ~~these efforts, certain~~from ofthe ~~our~~state ~~suppliers~~ of ~~manufactured~~Pennsylvania ~~components~~resulting ~~have~~from ~~experienced~~our ~~capacity~~expansion ~~constraints~~efforts ~~corresponding with~~including the ~~increase~~reopening inof ~~United States economic activity. The response by~~ our ~~supply base to increase~~ ~~capacity~~Sunnyside ~~continues~~facility ~~to improve component availability, resulting~~ in ~~increased manufacturing efficiencies. However~~Bedford, ~~certain of our primary suppliers continue to experience capacity constraints~~Pennsylvania. ~~We continue to monitor and work closely with these suppliers to further improve~~ ~~component availability and reduce delays in our manufacturing process.~~

InOn ~~addition~~March 29, ~~steel~~2006, ~~prices~~we ~~rose~~used ~~significantly~~approximately in$13.5 million ~~the spring~~ of ~~2004,~~cash ~~substantially~~generated ~~increasing~~from ~~our costs~~operations ~~of raw materials and supplied components and reducing our profitability. Steel prices began~~ to purchase ~~stabilize~~ in the ~~fall,~~open ~~but~~market ~~remain at relatively high levels~~$12.4 million ~~Based~~in onprincipal ~~our~~amount ~~analysis~~ of ~~steel market price indices and forecasts, the steel content of components that we receive from~~ our ~~suppliers,~~ ~~our~~outstanding ~~estimate~~2008 ofNotes ~~the~~at ~~portion of our suppliers’ prices attributable to steel, and our~~a ~~internal~~price ~~production~~equal ~~plans, we determined that higher steel costs would add substantial incremental costs~~ to ~~our operations for fiscal 2005 compared to fiscal 2004~~105.625% ~~In response, we initially instituted a steel price surcharge~~ of ~~2.755%~~such onprincipal ~~all~~amount, ~~new~~plus ~~machine~~accrued ~~orders~~and ~~commencing~~unpaid ~~with orders received after March 14, 2004~~interest. We ~~subsequently~~incurred ~~increased the~~a ~~surcharge~~charge toof 3approximately $0.5%, million ~~implemented~~(after ~~base price~~taxes) ~~increases~~during ~~that~~the ~~average~~third ~~3.0%~~quarter ~~for~~of ~~all~~fiscal ~~new~~2006 ~~machine~~relating to ~~orders~~the ~~shipped after~~extinguishment ~~January 1,~~of ~~2005~~debt and ~~anticipate~~the anwrite-off ~~increase~~of todeferred ~~our~~financing ~~current steel~~costs ~~price~~resulting ~~surcharge~~from ~~for~~the ~~fiscal 2006.~~open ~~Comparing~~market ~~our~~purchase ~~estimates~~ of ~~the~~our ~~higher~~2008 ~~steel~~Notes. ~~costs~~The ~~year-on-year~~open ~~with~~market ~~the~~purchase ~~impact~~ of our ~~surcharges and~~2008 ~~price~~Notes ~~increases,~~will welower ~~estimate that~~ our ~~net unrecovered steel cost for the first nine months of~~future ~~fiscal~~interest ~~2005~~expense ~~was~~by ~~approximately~~ $~~56.~~1 ~~million, with $26~~.80 million ~~impacting~~annually ~~the~~and ~~first~~by ~~quarter,~~ $~~21.~~0 ~~million impacting the second quarter and $8~~.3 million ~~impacting our third quarter. These higher costs are reflected in our gross margin of 15.2%~~ for the ~~first~~remainder ~~nine months~~ of ~~fiscal~~our ~~2005 compared~~current ~~to 18.9% for the first nine months of~~ fiscal ~~2004~~year.

~~In the discussion and analysis of financial condition and results of operations that follows, we~~16 ~~attempt to list contributing factors in order of significance to the point being addressed.~~

~~Results~~NOTE ~~for~~16 ~~the~~– ~~Third~~INCREASE ~~Quarters~~IN ofQUARTERLY ~~Fiscal~~DIVIDEND, ~~2005~~TWO-FOR-ONE ~~and~~STOCK ~~2004~~SPLIT OF CAPITAL STOCK AND INCREASE IN AUTHORIZED SHARES OF CAPITAL STOCK

WeOn ~~reported net income of $22.7~~February ~~million~~23, ~~or $0.47 per share on a diluted basis~~2006, ~~for~~we increased the ~~third quarter~~quarterly ofdividend ~~fiscal~~rate ~~2005, compared~~ to ~~net income of~~ $80.~~7 million,~~01 or ($0.20005 post split) per common share onand announced a ~~diluted basis,~~ two-for-one ~~the~~stock ~~third~~split ~~quarter~~ of ~~fiscal~~our ~~2004~~common stock. ~~Earnings~~The ~~for~~cash ~~the~~dividend ~~third~~was paid ~~quarter~~on ofMarch 20, ~~fiscal~~2006 ~~2005~~to ~~included $1.1 million~~shareholders of ~~integration~~record ~~expenses~~at ~~related~~the toclose ~~our~~of ~~August 2003~~business ~~acquisition~~on ofMarch 6, ~~the~~2006. ~~OmniQuip~~The ~~business~~stock ~~unit~~split ofshares ~~Textron~~were ~~Inc.~~distributed ~~(“OmniQuip”)~~on ~~compared to $2.9~~March ~~million~~27, ~~for~~2006 ~~the~~to ~~third~~shareholders ~~quarter~~ of ~~fiscal 2004.~~record ~~Certain~~on ofMarch 13, ~~these~~2006. In ~~charges~~connection ~~are~~with ~~included~~the intwo-for-one ~~cost~~stock split of ~~sales~~our ~~and~~capital ~~others~~stock, ~~are~~our ~~included~~Board inof ~~selling,~~Directors ~~administrative~~approved ~~and~~an ~~product~~Amendment ~~development~~to ~~expenses.~~our InArticles ~~addition,~~of ~~earnings~~Incorporation ~~for~~ (the ~~third~~“Articles ~~quarter~~ of ~~fiscal~~ ~~2005~~Incorporation”), ~~included~~which became ~~net~~effective ~~costs of $6.3~~March ~~million~~23, ~~associated~~2006, ~~with~~that increased the ~~early~~number ~~retirement~~ of ~~debt~~shares ~~and unfavorable currency adjustments~~ of ~~$1.0 million~~capital ~~compared~~stock toauthorized under ~~unfavorable~~the ~~currency~~Articles ~~adjustments~~ of ~~$1.9 million~~ ~~for~~Incorporation ~~the~~to ~~third~~200,000,000 ~~quarter~~shares offrom ~~fiscal~~100,000,000 ~~2004~~shares.

14ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Table~~This Management’s Discussion and Analysis contains forward-looking statements within the meaning of the ~~Contents~~Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by words such as “may,” “believes,” “expects,” “plans” and similar terminology. These 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. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to, the following: (i) general economic and market conditions, including political and economic uncertainty in areas of the world where we do business; (ii) varying and seasonal levels of demand for our products and services; (iii) risks associated with acquisitions; (iv) credit risks from our financing of customer purchases; (v) risks arising from dependence on third-party suppliers; and (vi) costs of raw materials and energy, as well as other risks as described in “Cautionary Statements Pursuant to the Securities Litigation Reform Act of 1995” which is an exhibit to this report. We undertake no obligation to publicly update or revise any forward-looking statements.

~~Our revenues for the third quarter of fiscal 2005 were $505.4 million, up 58.6% from $318.7 million~~Overview ~~in the third quarter of fiscal 2004. The following tables outline our revenues by segment, products and geography (in thousands) for the fiscal quarters ended May 1, 2005 and April 25, 2004:~~

	May 1,		April 25,
	2005		2004
Segment:
Machinery	$	437,595	$	261,263
Equipment Services		64,313		53,258
Access Financial Solutions (a)		3,448		4,166
	$	505,356	$	318,687
Products:
Aerial work platforms	$	278,071	$	146,017
Telehandlers		141,660		99,439
Excavators		17,864		15,807
After-sales service and support, including parts sales, and used and reconditioned equipment sales		62,304		51,387
Financial products (a)		3,373		3,913
Rentals		2,084		2,124
	$	505,356	$	318,687
Geographic:
United States	$	379,624	$	246,985
Europe		86,224		48,079
Other		39,508		23,623
	$	505,356	$	318,687

We operate through three business segments: Machinery, Equipment Services and Access Financial Solutions. Our Machinery segment designs, manufactures and sells aerial work platforms, telehandlers and trailers, as well as an array of complementary accessories that increase the versatility and efficiency of these products for end-users. Until February 2006, when we sold the product line, our Machinery segment included the manufacture and sale of telescopic hydraulic excavators. 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, remanufactured and reconditioned equipment. Our Access Financial Solutions segment arranges equipment financing and leasing solutions for our customers primarily through “private label” agreements with third party financial institutions and provides credit support in connection with those financing and lease arrangements. We sell our products on a global basis to equipment rental companies, construction contractors, manufacturing companies, home improvement centers, the U.S. military, state and local municipalities and equipment distributors that resell our equipment.

~~(a)~~Demand ~~Revenues~~for our equipment, parts and services is cyclical and seasonal. Factors that influence the demand for ~~Access~~our ~~Financial~~equipment ~~Solutions~~include the level of economic activity in our principal markets, North America, Europe, Australia and Latin America, particularly as it is affected by the level of commercial and other non-residential construction activity, prevailing rental rates for ~~financial~~the ~~products~~type ~~are~~of equipment ~~not~~we manufacture, the ~~same~~age ~~because~~and ~~Access~~utilization ~~Financial~~rates ~~Solutions~~of ~~also~~the ~~receives~~equipment ~~revenues~~in ~~from~~our rental ~~purchase~~company customers’ ~~agreements~~fleets ~~that~~relative ~~are~~to ~~recorded~~the equipment’s useful life and the cost and availability of financing for ~~accounting~~our ~~purposes~~equipment. These factors affect demand for our new and remanufactured or reconditioned equipment as ~~rental~~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 historically we have recorded higher revenues ~~from~~and ~~operating~~profits ~~leases~~in our fiscal third and fourth quarters relative to our fiscal first and second quarters.

~~The~~Despite ~~increase~~record ~~in Machinery segment revenues from $261.3 million to $437.6 million~~shipments, ororders ~~67.5%, reflects~~remained strong ~~growth~~as indemand ~~all~~for ~~product~~access ~~lines,~~equipment ~~led~~is bybeing adriven ~~90.4% increase in sales of aerial work~~by ~~platforms~~robust ~~and a 42.5% increase in sales of telehandlers, primarily resulting from general economic growth in North America reflecting positive trends in~~ construction ~~spending,~~activity ~~capacity utilization~~ and ~~consumer~~high ~~confidence;~~utilization ~~the~~rates. ~~continued~~These ~~growth~~factors inare ~~the~~also ~~European~~leading ~~economy;~~to ~~and~~ higher ~~demand in~~ ~~Australia~~sales ~~due~~of toused ~~increased spending on public and private infrastructure~~equipment.

~~The~~On ~~increase~~October 27, in2005, ~~Equipment~~we ~~Services~~entered ~~segment~~into ~~revenues~~a ~~from~~20-year ~~$53.3 million~~strategic toalliance ~~$64.3 million,~~with orCaterpillar 20Inc.~~8%,~~ ~~was~~(“Caterpillar”) ~~principally due~~ to ~~increased~~design ~~service~~and ~~parts~~produce ~~sales as~~ a ~~result~~full ofCaterpillar-branded ~~our~~telehandler ~~rental~~product ~~customers’ fleets~~line ~~aging~~exclusively ~~and~~for ~~increased~~Caterpillar ~~utilization~~dealers. ofThis ~~their~~alliance ~~fleet~~established ~~equipment,~~separate ~~sales~~deadlines ofin ~~rebuilt~~different geographic ~~equipment~~markets tofor the ~~military~~ ~~and~~transition ~~sales~~of ~~associated~~telehandler ~~with~~manufacturing ~~our~~and ~~ServicePlus TM initiative, partially offset by lower~~selling ~~rental fleet sales.~~

~~The decrease in Access Financial Solutions segment revenues from $4.2 million to $3.4 million, or~~ 17~~.2%, 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 experienced decreased interest income attributable to our pledged finance receivables, we also experienced a corresponding decrease in our limited recourse debt. This resulted in $1.1 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.

15responsibility from Caterpillar to us ranging from July 1, 2006 to November 1, 2006. This transition is proceeding on schedule and we will begin shipping telehandlers to European Caterpillar dealers in August 2006 and to North American Caterpillar dealers in November 2006.

~~Table~~On February 3, 2006, we sold substantially all of ~~Contents~~the assets pertaining to our line of Gradall excavators to Alamo Group Inc. (“AGI”) for cash consideration of $33.0 million. The sale included the 430,000 square foot manufacturing facility in New Philadelphia, Ohio and related equipment, machinery, tooling, and intellectual property. The Gradall excavator product line included crawler and wheeled models. In addition to the purchase agreement, we executed a transition supply agreement with Alamo covering components for our telescopic material handler product lines that at closing were manufactured at the New Philadelphia facility. The sale of our line of Gradall excavators resulted in a one-time pre-tax gain of $14.6 million in our third quarter of fiscal 2006.

Our ~~domestic~~ revenues ~~for~~reached $629.6 million in the third quarter of fiscal ~~2005 were $379.6 million~~2006, upa 5324.76% ~~from~~increase over the third quarter of fiscal ~~2004 revenues of $247~~2005.~~0 million.~~ ~~The~~Revenues ~~increase~~ in ~~our~~the ~~domestic~~United ~~revenues reflects~~States ~~strong~~increased ~~growth~~20.3% inover ~~all~~last ~~product~~year ~~lines~~and international asrevenues awere ~~result~~37.6% ofstronger ~~general~~than ~~economic~~the ~~growth~~prior inyear, ~~North~~including ~~America and~~a ~~increased~~44.5% ~~demand~~increase ~~for used equipment~~in Europe. ~~Revenues~~Earnings ~~generated~~per ~~from~~diluted ~~sales~~share ~~outside~~were of$0.43, ~~the~~compared ~~United~~to ~~States for~~$0.24 ~~the~~per ~~third~~diluted ~~quarter~~share oflast ~~fiscal 2005 were $125~~year.~~7 million,~~ Earnings upbefore ~~75.4%~~taxes ~~from~~for the third quarter of fiscal ~~2004~~ ~~revenues~~2006 ofincluded ~~$71.7 million.~~the ~~The~~effect ~~increase in our revenues generated from sales outside~~ of the ~~United~~ ~~States~~pre-tax ~~was~~gain on ~~primarily attributable to improved market conditions in~~ the ~~European~~sale ~~and Australian~~of ~~regions~~our ~~resulting~~Gradall inexcavator ~~increased~~product ~~sales~~line of ~~aerial work platforms~~$14.6 million.

~~Our~~For ~~gross~~the ~~profit~~first ~~margin~~nine ~~was~~months 19of fiscal 2006 our revenues were $1.602 billion, a 37.4% ~~for~~increase over the ~~third~~comparable ~~quarter~~year-ago ofperiod. ~~fiscal~~Revenues ~~2005~~in ~~compared~~the toUnited States increased 34.7% over last year and international revenues were 45.6% stronger than the prior year ~~quarter’s~~, 20including a 50.4% increase in Europe. Earnings per diluted share were $0.95, compared to $0.23 per diluted share last year. Earnings before taxes for the first nine months of fiscal 2006 included the effect of the pre-tax gain on the sale of our Gradall excavator product line of $14.6 million.

~~The~~In ~~gross profit margin of our Machinery segment was 17.0% for~~ the ~~third~~discussion ~~quarter~~and ofanalysis ~~fiscal 2005 compared to 16.5% for the third quarter~~ of ~~fiscal~~financial ~~2004.~~condition ~~The increase was primarily due to the higher sales volume during the quarter, price increases~~ and ~~surcharges,~~results ~~cost reductions, productivity improvements and the favorable impact~~ of ~~currency.~~operations ~~The~~that ~~increase~~follows, ~~in our gross profit~~we ~~margin~~attempt ~~was~~to ~~partially~~identify ~~offset~~contributing byfactors ~~an increase~~ in ~~market~~order ~~prices~~ of ~~raw~~significance ~~materials,~~to ~~such~~the aspoint ~~steel~~being ~~and energy and continued manufacturing inefficiencies resulting from capacity constraints in our supplier base~~addressed.

~~The~~Results ~~gross profit margin of our Equipment Services segment was 31.8%~~ for the ~~third~~Third ~~quarter~~Quarters of ~~fiscal 2005~~Fiscal ~~compared~~2006 toand ~~31.3% for the third quarter of fiscal 2004. The increase was primarily due to an~~2005 ~~increase in service parts sales as a percentage of total segment revenues, partially offset by lower overall margins on service parts sales.~~

~~The~~We ~~gross~~reported ~~profit~~net ~~margin~~income of ~~our~~$46.2 million, ~~Access~~or ~~Financial~~$0.43 ~~Solutions~~per ~~segment~~share ~~was~~on ~~94.1%~~a diluted basis, for the third ~~quarter~~ quarter of fiscal ~~2005~~2006, compared to 93net income of $22.4%7 million, or $0.24 per share on a diluted basis, for the third quarter of fiscal ~~2004~~2005. ~~primarily~~Earnings ~~due~~before totaxes anfor ~~increase in~~the ~~financial~~third ~~product~~quarter ~~revenues~~of asfiscal 2006 included a ~~percentage~~gain of ~~total~~$14.6 million ~~segment~~from ~~revenues.~~the ~~Because~~sale of our Gradall excavator product line during the third quarter, costs of $0.9 million associated with ~~these~~the ~~revenues~~early ~~are~~retirement ~~principally~~of ~~selling~~debt and unfavorable ~~administrative~~currency ~~expenses~~adjustments ~~and~~of ~~interest~~$2.8 million compared to net costs of $6.3 million associated ~~expense,~~with ~~gross~~the ~~margins~~early ~~are~~retirement ~~typically~~of ~~higher~~debt inand ~~this~~unfavorable ~~segment~~currency adjustments of $1.0 million for the third quarter of fiscal 2005.

~~Our selling, administrative and product development expenses increased $6.6 million in the third~~18 quarter of fiscal 2005 compared to the prior fiscal year third quarter, but as a percentage of revenues decreased to 9.2% for the third quarter of fiscal 2005 compared to 12.6% for the prior fiscal year third quarter. The following table summarizes the increase or (decrease) by category in selling, administrative and product development expenses (in millions) for the third quarter of fiscal 2005 compared to the third quarter of fiscal 2004:

Bonus expense	$	2.2
Advertising and trade show costs		1.8
Delta Manlift (“Delta”) operations		1.1
Utilities		0.5
Salaries and related benefits		0.5
ServicePlus operations		0.4
Bad debt expense		(1.0	)
OmniQuip integration expenses		(1.3	)
Other		2.4
	$	6.6

Our revenues for the third quarter of fiscal 2006 were $629.6 million, up 24.6% from the $505.4 million in the comparable year-ago period. The following tables outline our revenues by segment, products and geography (in thousands) for the quarters ended April 30, 2006 and May 1, 2005:

Our Machinery segment’s selling, administrative and product development expenses increased $4.3 million due primarily to expenses associated with the Delta operations, which we acquired late in fiscal 2004, and increases in depreciation and amortization expense, OmniQuip integration expense, consulting and legal costs associated with ordinary business activities and costs related to advertising and trade shows. Partially offsetting these effects was a decrease in pension and other postretirement benefit costs.


	April 30,		May 1,
	2006		2005
Segment:
Machinery	$	524,329	$	437,595
Equipment Services		103,015		64,313
Access Financial Solutions (a)		2,271		3,448

	$	629,615	$	505,356


Products:
Aerial work platforms	$	320,827	$	278,071
Telehandlers		202,637		141,660
Excavators		865		17,864
After-sales service and support, including parts sales, and used and reconditioned equipment sales		100,357		62,304
Financial products (a)		2,216		3,373
Rentals		2,713		2,084

	$	629,615	$	505,356


Geographic:
United States	$	456,630	$	379,624
Europe		124,621		86,224
Other		48,364		39,508

	$	629,615	$	505,356

~~Our~~(a) ~~Equipment~~Revenues ~~Services~~for ~~segment’s~~Access ~~selling~~Financial Solutions and ~~administrative~~for ~~expenses~~financial ~~increased~~products ~~$1.1 million~~are ~~due primarily~~not tothe ~~expenses~~same ~~associated~~because ~~with~~Access ~~our~~Financial ~~ServicePlus~~Solutions ~~operations,~~also ~~which~~receives werevenues ~~launched~~from ~~during~~rental ~~the fourth~~purchase ~~quarter~~agreements ofthat ~~fiscal~~are ~~2004,~~recorded ~~higher~~for ~~payroll~~accounting ~~and~~purposes ~~related benefit costs~~ as arental ~~result~~revenues offrom ~~additional employees,~~operating ~~normal merit compensation increases and increased medical costs and higher consulting and legal costs associated with ordinary business activities~~leases.

16The increase in Machinery segment revenues from $437.6 million to $524.3 million, or 19.8%, reflects strong growth in most of our current product lines, led by a 43.0% increase in sales of telehandlers and a 15.4% increase in sales of aerial work platforms, as the primary drivers of equipment demand, commercial and non-residential construction and solid economic activity, continue to be strong. Fleet age, rental rates and utilization of our type of equipment continue to drive demand in all geographic regions and most product lines as rental companies maintain their strong pace of equipment refreshment and expansion. Partially offsetting the increase in Machinery segment revenues was the decrease in sales of excavators during the quarter as a result of the sale of this product line early in the third quarter of fiscal 2006.

~~Table~~The main drivers of ~~Contents~~the increase in Equipment Services segment revenues from $64.3 million to $103.0 million, or 60.2%, were increased sales from our rental fleet, primarily due to a $30.0 million sale to a European customer, increased service parts sales as a result of increased utilization of our customers’ fleet equipment and increased rebuilt equipment sales to the military, partially offset by the absence of excavator service parts sales as a result of the sale of this product line early in the third quarter of fiscal 2006.

~~Our~~The decrease in Access Financial Solutions segment’s ~~selling~~revenues ~~and~~from ~~administrative~~$3.4 million ~~expenses~~to ~~increased~~ $0.2.3 million, ~~due~~or ~~primarily~~34.1%, was principally attributable to antransitioning ~~increase~~customers into ~~bad~~our ~~debt~~“private ~~provisions~~label” ~~and~~limited recourse ~~higher~~financing ~~payroll~~arrangements originated through finance companies and ~~related~~to ~~benefit~~an ~~costs~~early as payoff of a financed ~~result~~receivable. ofWhile ~~additional~~we ~~employees~~experienced decreased interest income attributable to our pledged finance receivables, ~~normal~~we ~~merit~~also ~~compensation~~experienced ~~increases~~a ~~and~~corresponding ~~increased~~decrease ~~medical~~in ~~costs~~our limited recourse debt. This resulted in $0.7 million less of interest income being passed on to monetization purchasers in the form of interest expense on limited recourse debt during the third quarter of fiscal

~~Our general corporate selling, administrative and product development expenses increased $1.0~~19 million due primarily to an increase in bonus expense primarily due to our increased profitability, higher costs related to advertising and trade shows and higher payroll and related benefit costs as a result of additional employees, normal merit compensation increases and increased medical costs. Partially offsetting these increases were decreases in OmniQuip integration expenses and lower bad debt provisions as a result of specific reserves related to certain European customers incurred during the third quarter of the prior year.

~~The~~2006 ~~decrease~~as incompared ~~interest~~to ~~expense of $0.8 million for~~ the third quarter of fiscal 2005. ~~was~~In ~~primarily due~~accordance towith ~~decreased~~the ~~interest~~required ~~expense~~accounting treatment, ~~associated~~payments ~~with~~to ~~our~~monetization ~~limited~~purchasers ~~recourse~~are ~~and~~reflected ~~non-recourse monetizations~~ as ainterest ~~result~~expense ~~of a decrease~~ in our ~~limited~~Condensed Consolidated ~~recourse~~Statements ~~debt~~of Income.

Our ~~miscellaneous~~revenues ~~income~~generated ~~(expense) category~~from ~~included~~sales ~~currency~~in ~~losses~~the ofUnited ~~$1.0 million~~States infor the third quarter of fiscal ~~2005~~2006 ~~compared to~~ were $1456.96 million, inup 20.3% from the ~~third~~comparable ~~quarter~~year-ago ofperiod ~~fiscal~~revenues ~~2004~~of $379.6 million. ~~In addition,~~The ~~our~~increase ~~miscellaneous~~in ~~income~~our ~~(expense) category~~revenues ~~for~~generated in the ~~third~~United ~~quarter~~States ofreflects ~~fiscal~~strong ~~2005~~growth ~~included~~in ~~costs~~most product ~~associated~~lines ~~with~~as ~~the~~a ~~early~~result ~~retirement~~ of ~~debt.~~general ~~The~~economic ~~change~~growth inand ~~currency~~increased demand for ~~the~~used ~~third~~equipment, ~~quarter of~~partially ~~fiscal~~offset ~~2005~~by ~~compared to~~ the ~~third~~decrease ~~quarter~~in sales of ~~fiscal~~excavators ~~2004~~during ~~was primarily attributable to~~ the ~~favorable~~ ~~impact~~quarter ofas a ~~weaker~~result USof ~~dollar~~the ~~against~~sale ~~the~~of ~~Euro,~~this product ~~British~~line ~~pound~~early ~~and~~in the ~~Australian~~third ~~dollar, partially~~quarter. ~~offset~~Revenues bygenerated ~~the~~from ~~unfavorable~~sales ~~impact~~outside of ~~unrealized~~the ~~forward~~United States ~~exchange~~for ~~contracts.~~the Wethird ~~enter~~quarter ~~into certain~~of ~~foreign~~fiscal ~~currency~~2006 ~~contracts~~were $173.0 million, ~~principally~~up ~~forward~~37.6% ~~contracts,~~from tothe ~~manage~~third ~~some~~quarter of ~~our foreign~~ ~~exchange~~fiscal ~~risk.~~2005 ~~Some~~revenues ~~natural~~of ~~hedges~~$125.7 million. ~~are~~The ~~also~~increase ~~used~~in toour ~~mitigate~~revenues ~~transaction~~generated ~~and~~outside ~~forecasted~~of ~~exposures.~~the ~~Through~~United ~~our~~States ~~foreign~~was ~~currency hedging activities, we seek~~ primarily attributable to ~~minimize~~an ~~the~~increase ~~risk~~in ~~that~~sales ~~cash flows resulting~~ from ~~the sale of~~ our ~~products~~rental ~~will~~fleet beprimarily due ~~affected~~to bya ~~changes in exchange rates~~$30.0 million Wesale ~~do not~~to ~~designate~~a ~~our~~European ~~forward~~customer ~~exchange~~and ~~contracts~~improved asmarket ~~hedges~~conditions ~~under~~in ~~Statement~~the ~~of Financial Accounting~~European, ~~Standards~~Latin ~~(“SFAS”) No. 133~~American, ~~“Accounting~~Pacific ~~for~~Rim ~~Derivative Instruments~~ and ~~Hedging~~Australian ~~Activities”~~regions, ~~and~~resulting ~~as a~~in ~~result~~increased wesales ~~recognize~~of ~~the~~aerial ~~mark-to-market~~work platforms ~~gain~~and ~~or loss on these contracts in earnings~~telehandlers.

~~For~~Our ~~additional~~gross ~~information~~profit ~~related~~margin towas ~~our~~18.8% ~~derivative~~for ~~instruments,~~the ~~see~~third ~~Item 3~~quarter of fiscal 2006 compared to the prior year quarter’s 19.4%. ~~Quantitative~~The decrease was primarily attributable to lower margins in our Machinery and ~~Qualitative~~Equipment ~~Disclosures~~Services ~~About~~segments, ~~Market~~as ~~Risk~~described below.

~~Results~~The gross profit margin of our Machinery segment was 16.3% for the ~~First~~third ~~Nine~~quarter ~~Months~~of fiscal 2006 compared to 17.0% for the third quarter of ~~Fiscal~~fiscal 2005. The decrease was primarily due to a less favorable customer and ~~2004~~product mix, costs related to strategic initiatives, manufacturing realignment and capacity expansion, rising energy prices that continue to drive up the cost of freight and petroleum-based components and the unfavorable impact of currency. Partially offsetting the decrease was the higher sales volume during the third quarter of fiscal 2006, the favorable impact of the price increases and surcharges that were implemented throughout fiscal 2005 to offset the increase in commodities, especially steel, and our cost reduction activities.

WeThe ~~reported~~gross ~~net~~profit ~~income~~margin of ~~$21.5 million,~~our orEquipment ~~$0.46~~Services ~~per~~segment ~~share~~was on29.3% ~~a diluted basis,~~ for the ~~first~~third ~~nine months~~quarter of fiscal 2006 ~~2005,~~ compared to ~~net income of $11~~31.~~4 million,~~8% ~~or $0.26 per share on a diluted basis,~~ for the ~~first~~third ~~nine~~quarter ~~months~~ of fiscal ~~2004. Earnings for the first nine months of fiscal~~ 2005 ~~included $4~~.~~1 million~~ ofThe ~~integration~~decrease ~~expenses~~was ~~related~~primarily todue ~~our acquisition of OmniQuip, compared~~ to ~~$11.0 million~~revenue ~~for~~mix, ~~the~~as ~~first~~higher ~~nine~~margin ~~months~~service ofparts ~~fiscal~~represented ~~2004.~~a ~~Certain~~smaller ofpercentage ~~these charges are included in cost~~ of ~~sales~~total ~~and others are included in selling, administrative and product development expenses.~~segment ~~In addition~~revenues, ~~earnings~~partially ~~for~~offset ~~the~~by ~~first~~improved ~~nine~~margins ~~months~~on ofused ~~fiscal~~equipment ~~2005~~sales, ~~included~~reflecting ~~net~~increased ~~costs of $6.3 million~~demand ~~associated with the early retirement of debt and favorable currency adjustments of $4.4 million compared to unfavorable currency adjustments of $1.1 million~~ for ~~the~~used ~~first nine months of fiscal 2004~~equipment.

17The gross profit margin of our Access Financial Solutions segment was 98.1% for the third quarter of fiscal 2006 compared to 94.1% for the third quarter of 2005. The increase was primarily due to an increase in limited recourse financing as a percentage of total segment revenues. The gross margins are typically higher in this segment since the costs associated with revenues are principally selling and administrative expenses and interest expense.

~~Table~~Our selling, administrative and product development expenses increased $1.3 million in the third quarter of ~~Contents~~fiscal 2006 compared to fiscal 2005, but as a percentage of revenues decreased to 7.6% for the third quarter of fiscal 2006 compared to 9.2% for the third quarter of fiscal 2005. The following table summarizes the changes by category in selling, administrative and product development expenses for the third quarter of fiscal 2006 compared to the third quarter of fiscal 2005 (in millions):

Our revenues for the first nine months of fiscal 2005 were $1.165 billion, up 51.6% from $768.8 million in the first nine months of fiscal 2004. The following tables outline our revenues by segment, products and geography (in thousands) for the nine-month periods ended May 1, 2005 and April 25, 2004:


Integration expenses	$	2.1
Consulting and legal costs		1.5
Stock option expense		0.9
Bonus expense		(1.0	)
Bad debt provisions		(1.1	)
Advertising and trade shows		(1.3	)
Other		0.2

	$	1.3

	May 1,		April 25,
	2005		2004
Segment:
Machinery	$	971,347	$	622,487
Equipment Services		184,733		134,895
Access Financial Solutions (a)		9,371		11,420
	$	1,165,451	$	768,802
Product:
Aerial work platforms	$	574,111	$	344,631
Telehandlers		353,818		241,355
Excavators		43,418		36,501
After-sales service and support, including parts sales, and used and reconditioned equipment sales		178,630		129,094
Financial products (a)		9,089		11,031
Rentals		6,385		6,190
	$	1,165,451	$	768,802
Geographic:
United States	$	874,384	$	596,198
Europe		179,906		112,316
Other		111,161		60,288
	$	1,165,451	$	768,802

Our Machinery segment’s selling, administrative and product development expenses decreased $2.4 million primarily due to lower pension and other postretirement benefit costs associated with the sale of the Gradall excavator product line, a decrease in product development expenses and a decrease in depreciation and amortization

(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.20

~~The increase in Machinery segment revenues from $622~~expense.~~5 million~~ toPartially ~~$971.3 million,~~offsetting orthese ~~56.0%, reflects~~decreases ~~strong~~was ~~growth~~increased inconsulting ~~all product lines, led by a 66.6% increase in sales of telehandlers, a 46.6% increase in sales of aerial work platforms~~ and ~~a 19.0% increase in sales of excavators,~~legal ~~primarily~~costs ~~resulting~~associated ~~from~~with ~~general economic growth in North America, reflecting positive trends in construction spending, capacity utilization and consumer confidence; growth in~~ the ~~European economy;~~outsourcing ~~higher~~of ~~demand~~research ~~in Australia due to increased spending on public~~ and ~~private~~development ~~infrastructure; and~~projects ~~increased demand in the Pacific Rim~~ and ~~Latin~~ordinary ~~America markets as a result of improved economic~~business ~~conditions~~activities.

~~The~~Our ~~increase in~~ Equipment Services segment’s ~~revenues~~selling ~~from~~and ~~$134.9 million~~administrative toexpenses were $~~184~~2.75 million, oressentially ~~36.9%,~~unchanged ~~was~~from ~~principally~~the ~~due~~prior toyear increased service parts sales as a result of our rental customers’ fleets aging and increased utilization of their fleet equipment, higher rental fleet and rebuilt equipment sales as a result of improved market conditions and increased demand for used equipment, and rebuilt equipment sales to the militaryquarter.

~~The~~Our ~~decrease in~~ Access Financial Solutions segment’s ~~revenues~~selling ~~from~~and ~~$11.4 million~~administrative toexpenses $9.4 million, or 17.9%, 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 experienced decreased ~~interest income attributable to our pledged finance receivables, we also experienced a corresponding decrease in our limited recourse debt. This resulted in~~ $20.9 2 million ~~less~~primarily ofdue ~~interest income being passed on~~ to ~~monetization~~lower ~~purchasers~~payroll inand ~~the form~~related ofbenefit ~~interest expense on limited recourse debt~~costs. ~~In accordance with the required accounting~~ ~~treatment, payments to monetization purchasers are reflected as interest expense in our Condensed Consolidated Statements of Income.~~

18Our general corporate selling, administrative and product development expenses increased $3.9 million primarily due to the expenses associated with the integration of the Caterpillar telehandler product line, higher payroll and related benefit costs as a result of additional employees and normal merit compensation increases, the expensing of stock options which began during the first quarter of fiscal 2006 and increased consulting and legal costs associated with ordinary business activities. Partially offsetting these increases were decreased costs related to advertising and trade shows, a decrease in bonus expense due to the timing of the bonus expense recorded in fiscal 2005 and a decrease in our bad debt provision.

~~Table~~The decrease in interest expense (net of ~~Contents~~interest income) of $3.4 million for the third quarter of fiscal 2006 was primarily due to a $2.0 million decrease in interest expense resulting from the early retirement during fiscal 2005 of $61.25 million in principal amount of our outstanding 8 3/8% Senior Subordinated Notes due 2012 (the “2012 Notes”) and $15.025 million in principal amount of our outstanding 8 1/4% Senior Unsecured Notes due 2008 (the “2008 Notes”) and a decrease in our limited recourse debt. In addition, interest income increased $1.4 million as a result of our increased cash balance and rising interest rates.

Our ~~domestic~~miscellaneous ~~revenues~~income ~~for~~(expense) category ~~the~~included ~~first~~currency ~~nine~~losses ~~months~~of $2.8 million in the third quarter of ~~fiscal~~2006 ~~2005~~compared ~~were~~to currency losses of $~~874~~1.40 million, upin ~~46.7%~~the ~~from~~third quarter of fiscal 2005. ~~the~~In ~~first~~addition, ~~nine~~our ~~months~~miscellaneous income (expense) category for the third quarters of fiscal ~~2004~~2006 ~~revenues~~and fiscal 2005 included costs associated with the early retirement of ~~$596~~debt (see discussion included in the Financial Condition section below).~~2 million.~~ The ~~increase~~change in ~~our~~currency ~~domestic revenues~~was ~~reflects~~primarily ~~strong~~due ~~growth~~to inthe ~~all~~currency effect ~~product~~on ~~lines~~our hedging positions as athe ~~result~~U. ofS. ~~general~~dollar ~~economic~~weakened ~~growth~~significantly inagainst the Euro, the ~~North~~British ~~America~~pound and ~~increased~~the ~~demand~~Australian ~~for~~dollar ~~used~~during ~~equipment~~the third quarter of fiscal 2006. ~~Revenues~~We ~~generated~~enter ~~from~~into certain ~~sales~~foreign ~~outside~~currency contracts, principally forward contracts, to manage some of ~~the~~our foreign ~~United~~exchange ~~States~~risk. ~~for~~Some ~~the~~natural ~~first~~hedges ~~nine~~are ~~months~~also ofused ~~fiscal~~to ~~2005~~mitigate ~~were~~transaction ~~$291~~and forecasted exposures.~~1 million~~ Through our foreign currency hedging activities, upwe ~~68.6%~~seek ~~from~~primarily to minimize the ~~first~~risk that cash ~~nine~~flows ~~months~~resulting from the sales of ~~fiscal~~our ~~2004~~products ~~revenues~~will ofbe ~~$172.6 million.~~affected ~~The~~by ~~increase~~changes in ~~our~~exchange ~~revenues~~rates. ~~generated~~We ~~from~~do ~~sales~~not ~~outside~~designate ofour ~~the~~forward ~~United~~exchange ~~States~~contracts ~~was~~as ~~primarily~~hedges ~~attributable~~under toStatement ~~improved~~of ~~market~~Financial ~~conditions~~Accounting Standards in(“SFAS”) ~~the European~~No. 133, ~~Australian,~~“Accounting ~~Pacific~~for ~~Rim~~Derivative Instruments and ~~Latin~~Hedging ~~America~~Activities,” ~~regions~~and ~~resulting~~as a inresult ~~increased~~we ~~sales~~recognize ofthe ~~aerial work~~mark-to-market ~~platforms~~gain ~~and~~or ~~telehandlers~~loss on these contracts in earnings.

~~Our~~For ~~gross~~additional ~~profit~~information ~~margin~~related ~~was~~to ~~15.2%~~our ~~for~~derivative ~~the~~instruments, ~~first~~see ~~nine~~Item 3. ~~months~~Quantitative ofand Qualitative ~~fiscal~~Disclosures ~~2005~~About ~~compared~~Market toRisk ~~the prior year period’s 18~~below.~~9%.~~

~~The~~Our ~~gross~~income ~~profit~~tax ~~margin~~expense ofand ~~our~~resultant ~~Machinery segment was 11~~39.28% ~~for~~effective ~~the~~tax ~~first~~rate ~~nine months of fiscal 2005 compared to 14.6%~~ for the ~~first~~three ~~nine~~month ~~months~~periods ~~of fiscal 2004. The decrease was primarily due to an~~ended ~~increase~~April 30, ~~in market prices of raw materials~~2006, ~~such as steel~~ and ~~energy~~May 1, ~~continued~~2005, ~~manufacturing inefficiencies~~were ~~resulting~~based ~~from~~upon ~~capacity~~the ~~constraints~~estimated ineffective ~~our~~tax ~~supplier~~rates ~~base~~applicable ~~and a less favorable~~for ~~product~~each ~~mix.~~full ~~The~~year ~~decrease~~after ingiving ~~our~~affect ~~gross~~to ~~profit~~any ~~margin~~significant ~~was~~items ~~partially~~related ~~offset~~specifically byto ~~the higher sales~~interim ~~volume during the first nine months of fiscal 2005, price increases and surcharges, cost reductions, productivity improvements, the favorable impact of currency and lower OmniQuip integration expenses~~periods.

~~The~~Results ~~gross profit margin of our Equipment Services segment was 32.6%~~ for the ~~first~~First ~~nine~~Nine ~~months~~Months of ~~fiscal~~ ~~2005~~Fiscal ~~compared~~2006 to 32.1% for the first nine months of fiscal 2004. The increase was primarily due to improved margins on used equipment sales reflecting increased demand for used equipment, partially offset by a decrease in service parts sales as a percentage of total segment revenues and ~~lower~~ ~~overall margins on service parts sales.~~2005

~~The~~We ~~gross~~reported ~~profit~~net ~~margin~~income of ~~our~~$101.5 million, ~~Access~~or ~~Financial~~$0.95 ~~Solutions~~per ~~segment~~share ~~was~~on ~~93.6%~~a diluted basis, for the first nine months of fiscal ~~2005~~2006, compared to 96net income of $21.2%5 million, or $0.23 per share on a diluted basis, for the first nine months of fiscal ~~2004~~2005. ~~The~~Earnings ~~decrease~~before ~~was primarily~~taxes ~~due~~for tothe afirst ~~decrease~~nine inmonths ~~financial~~of fiscal ~~product~~2006 ~~revenues~~included asa wegain ~~continue~~of to$14.6 million ~~transition~~from ~~customers~~the to sale of our ~~limited~~Gradall ~~recourse~~excavator ~~arrangements~~product ~~originated~~line during ~~through~~the ~~“private~~third ~~label”~~quarter, ~~finance~~costs ~~companies~~of $1.4 million ~~Because~~associated with the early retirement of debt and unfavorable currency adjustments of $2.8 million compared to net costs ~~associated~~of $6.3 million associated with ~~these~~the ~~revenues~~early ~~are~~retirement ~~principally~~of ~~selling~~debt and ~~administrative~~favorable ~~expenses~~currency ~~and interest~~adjustments ~~expense,~~of ~~gross~~$4.4 million ~~margins~~for ~~are~~the ~~typically~~first nine ~~higher~~months inof ~~this~~fiscal ~~segment~~2005.

Our ~~selling,~~revenues ~~administrative~~for ~~and product development expenses increased $15.7 million in~~ the first nine months of fiscal ~~2005~~2006 ~~compared~~were ~~to the first nine months of the prior year~~$1.602 billion, ~~but~~up ~~as a percentage of revenues decreased to 10~~37.04% ~~for~~from the ~~first nine months of fiscal 2005 compared to 13~~$1.~~2% for the~~165 ~~first~~billion ~~nine~~in ~~months of~~ the ~~prior~~comparable year-ago period. The following ~~table~~tables ~~summarizes~~outline ~~the~~our ~~increase~~revenues ~~or (decrease)~~ by ~~category~~ ~~in selling~~segment, products ~~administrative~~ and ~~product~~geography ~~development expenses~~ (in ~~millions~~thousands) for the ~~first~~ nine-month ~~months~~periods ofended ~~fiscal~~April 30, ~~2005~~2006 ~~compared~~and ~~to the first nine months of fiscal 2004~~May 1, 2005:

Consulting and legal costs	$	3.4
Delta operations		3.0
Advertising and trade show costs		2.7
Salaries and related benefits		2.6
Product development expenses		1.6
Bonus expense		1.4
ServicePlus operations		1.3
Utilities		0.9
Depreciation and amortization expense		0.8
OmniQuip integration expenses		(3.2	)
Bad debt expense		(3.3	)
Other		4.5
	$	15.7

Our Machinery segment’s selling, administrative and product development expenses increased $12.5 million due primarily to expenses associated with our Delta operations, an increase in bad debt provisions, an increase in product development expenses related to our aerial work platforms and North American and European telehandler products, increased OmniQuip integration expenses, increased depreciation and amortization expense, an increase in bonus


	April 30,		May 1,
	2006		2005
Segment:
Machinery	$	1,347,664	$	971,347
Equipment Services		245,458		184,733
Access Financial Solutions (a)		8,642		9,371

	$	1,601,764	$	1,165,451


Product:
Aerial work platforms	$	799,411	$	574,111
Telehandlers		521,455		353,818
Excavators		26,798		43,418
After-sales service and support, including parts sales, and used and reconditioned equipment sales		237,869		178,630
Financial products (a)		8,446		9,089
Rentals		7,785		6,385

	$	1,601,764	$	1,165,451


Geographic:
United States	$	1,177,886	$	874,384
Europe		270,503		179,906
Other		153,375		111,161

	$	1,601,764	$	1,165,451

19 (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.

~~Table~~The increase in Machinery segment revenues from $971.3 million to $1.348 billion, or 38.7%, reflects strong growth in most of ~~Contents~~our current product lines, led by a 47.4% increase in sales of telehandlers and a 39.2% increase in sales of aerial work platforms, as the primary drivers of equipment demand, commercial and non-residential construction and solid economic activity, continue to be strong. Fleet age, rental rates and utilization of our type of equipment continue to drive demand in all geographic regions and most product lines as rental companies maintain their strong pace of equipment refreshment and expansion. Partially offsetting the increase in Machinery segment revenues was the decrease in sales of excavators during the first nine months of fiscal 2006 as a result of the sale of this product line early in the third quarter of fiscal 2006.

~~expense~~The ~~primarily~~main ~~due~~drivers of the increase in Equipment Services segment revenues from $184.8 million to $245.5 million, ~~our~~or 32.9%, were increased ~~profitability~~sales ~~and~~from our rental fleet primarily due to a ~~reclassification~~$30.0 million ~~between~~sale ~~segments,~~during ~~and~~the anthird ~~increase~~quarter inof ~~costs~~fiscal ~~related~~ 2006 to ~~advertising~~a ~~and~~European ~~trade~~customer, ~~shows.~~increased ~~Partially~~service parts ~~offsetting~~sales ~~these~~as ~~effects~~a ~~were~~result ~~decreases~~of inincreased ~~pension~~utilization of our customers’ fleet equipment and increased ~~other~~rebuilt ~~postretirement~~equipment ~~benefit~~sales ~~costs~~to ~~and~~the ~~payroll~~military, ~~and~~partially ~~related~~offset ~~benefit~~by ~~costs.~~a decrease in excavator service parts sales as a result of the sale of this product line near the beginning of the third quarter of fiscal 2006.

~~Our~~The ~~Equipment~~decrease ~~Services~~in ~~segment’s~~Access ~~selling~~Financial ~~and~~Solutions ~~administrative~~segment ~~expenses~~revenues ~~increased~~from $29.74 million ~~due~~to $8.6 million, or ~~primarily~~7.8%, was principally attributable to ~~expenses~~transitioning ~~associated~~customers ~~with~~to our ~~ServicePlus~~“private ~~operations~~label” limited recourse financing arrangements originated through finance companies and to an early payoff of a financed receivable, ~~which~~partially weoffset ~~launched~~by ~~during~~an ~~the~~increase in revenues from our “private label” limited ~~fourth~~recourse ~~quarter~~financing ofsolutions through program agreements with third-party funding providers. During fiscal 2005 and fiscal 2004, ~~higher~~Access ~~payroll~~Financial ~~and~~Solutions ~~related~~segment ~~benefit~~revenues decreased ~~costs~~ as awe ~~result~~transitioned ofcustomers ~~additional~~to our “private label” limited recourse financing ~~employees,~~arrangements ~~normal~~originated ~~merit~~through ~~compensation~~finance ~~increases~~companies. ~~and~~While ~~increased~~we ~~medical~~experienced ~~costs~~decreased ~~and~~interest ~~increased~~income attributable ~~consulting~~to our pledged finance receivables, we also experienced a corresponding decrease in ~~and~~our ~~legal~~limited ~~costs~~recourse ~~associated~~debt. ~~with~~This ~~ordinary~~resulted ~~business~~in ~~activities~~$2.4 million less of interest income being passed on to monetization purchasers in the form of interest expense on limited recourse debt

~~Our Access Financial Solutions segment’s selling and administrative expenses decreased $0.4 million~~22 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~~during ~~general~~the ~~corporate~~first nine ~~selling,~~months ~~administrative~~of ~~and~~fiscal ~~product~~2006 ~~development~~as ~~expenses~~compared ~~increased $0.9 million due primarily~~ to ~~increased~~the ~~consulting~~first ~~and~~nine ~~legal~~months ~~costs associated with ordinary business activities, higher payroll and related benefit costs as a result~~ of ~~additional~~fiscal ~~employees,~~2005. ~~normal merit~~In ~~compensation~~accordance ~~increases and increased medical costs, and increases in costs related to~~with ~~advertising~~the ~~and~~required ~~trade~~accounting ~~shows~~treatment, ~~utility~~payments ~~expense, rent expense and bonus expense primarily due~~ to ~~our increased~~monetization ~~profitability~~purchasers ~~offset~~are inreflected ~~part by a reclassification between segments. Partially offsetting these increases were lower bad debt provisions~~ as ~~a result of specific~~interest ~~reserves~~expense ~~related~~in toour ~~certain~~Condensed ~~European~~Consolidated ~~customers~~Statements ~~incurred during the first nine months~~ of ~~the prior year and a decrease in OmniQuip integration expenses~~Income.

~~The~~Our ~~decrease~~revenues generated from sales in ~~interest~~the ~~expense~~United States for the first nine months of fiscal 2006 were $31.0178 billion, up 34.7% from the comparable year-ago period revenues of $874.4 million. The increase in our revenues generated in the United States reflects strong growth in most product lines as a result of general economic growth and increased demand for used equipment, partially offset by the decrease in sales of excavators during the quarter as a result of the sale of this product line early in the third quarter. Revenues generated from sales outside of the United States for the first nine months of fiscal 2006 were $423.9 million, up 45.6% from the first nine months of fiscal 2005 ~~was~~revenues of $291.1 million. The increase in our revenues generated outside of the United States was primarily ~~due~~attributable to ~~decreased~~improved ~~interest~~market ~~expense~~conditions ~~associated~~in ~~with~~the ~~our~~European, Australian, ~~limited~~Pacific ~~recourse~~Rim and ~~non-recourse monetizations~~Latin asAmerica aregions, ~~result~~resulting in increased sales of aaerial ~~decrease~~work platforms and telehandlers and an increase in sales from our ~~limited~~rental ~~recourse~~fleet ~~debt~~primarily due to a $30.0 million sale during the third quarter of fiscal 2006 to a European customer.

Our ~~miscellaneous~~gross ~~income~~profit ~~(expense) category~~margin ~~included~~was ~~currency gains of $4~~19.~~4 million~~3% infor the first nine months of fiscal ~~2005~~2006 compared to ~~currency losses of $1.1 million in~~ the ~~first nine months of~~prior ~~fiscal~~year’s ~~2004~~15. ~~In addition, our miscellaneous income (expense) category for the first nine months of fiscal 2005 included costs associated with the early retirement of debt~~2%. The ~~change~~increase ~~in currency for the first nine months of fiscal 2005 compared to the first nine months of fiscal 2004~~ was primarily attributable to ~~the~~higher ~~favorable~~margins ~~impact~~in ofeach ~~the weaker US dollar against the Euro, British pound and the Australian dollar, partially offset by the unfavorable impact~~ of ~~unrealized forward exchange contracts. As discussed above in~~ our ~~results for the third quarters of fiscal 2005 and 2004~~segments, weas ~~enter~~described ~~into certain foreign currency contracts, principally forward contracts, to manage some of our foreign exchange risk~~below.

~~For~~The ~~additional~~gross ~~information~~profit ~~related~~margin of our Machinery segment was 16.1% for the first nine months of fiscal 2006 compared to 11.2% for the first nine months of fiscal 2005. The increase was primarily due to higher sales volume during the first nine months of fiscal 2006, the favorable impact of the price increases and surcharges that were implemented throughout fiscal 2005 to offset the increase in commodities, especially steel, our ~~derivative~~cost ~~instruments~~reduction activities, ~~see~~a ~~Item 3.~~favorable ~~Quantitative~~sales mix and a favorable ~~Qualitative~~one-time ~~Disclosures~~adjustment ~~About~~in ~~Market~~inbound ~~Risk~~freight ~~below.~~costs related to a change in costing methodology, partially offset by rising energy prices which continue to drive up the cost of freight and petroleum-based components.

~~Our~~The ~~effective~~gross ~~tax~~profit ~~rate~~margin of our Equipment Services segment was 33.7% for the first nine months of fiscal ~~2005~~2006 ~~was 39.8%~~ compared to 3632.36% for the first nine months of fiscal ~~2004~~2005. The increase ~~in our effective tax rate~~ was primarily ~~attributable~~ due to ~~non-deductible~~improved ~~compensation~~margins ~~related~~on toused ~~the~~equipment ~~accelerated~~sales, ~~vesting~~reflecting ofincreased ~~restricted~~demand ~~stock~~for ~~awards~~used equipment and ~~triggered~~improved bymargins ~~our~~on ~~share~~service parts, reflecting price ~~appreciation~~increases and ~~provisions~~surcharges ~~for potential~~that ~~adverse~~were ~~tax~~implemented throughout ~~settlements.~~fiscal We2005, ~~anticipate~~partially ~~that~~offset ~~our~~by ~~effective tax~~revenue ~~rate~~mix, ~~for~~as ~~fiscal~~higher ~~2006~~margin ~~will~~service beparts inrepresented a ~~the~~lower ~~range~~percentage of ~~36%~~total tosegment ~~37%~~revenues.

The ~~American~~gross ~~Job~~profit ~~Creation~~margin ~~Act~~ of ~~2004~~our ~~(the~~Access ~~“Job~~Financial ~~Creation~~Solutions ~~Act”)~~segment was ~~enacted~~98.2% onfor ~~October 22,~~the ~~2004.~~first nine ~~Among~~months ~~other~~of ~~things,~~fiscal 2006 compared to 93.6% for the ~~Job~~first ~~Creation~~nine ~~Act~~months ~~repeals~~of 2005. The increase was primarily due to an ~~export~~increase ~~incentive~~in ~~and~~limited ~~creates~~recourse afinancing ~~new~~as ~~deduction for~~a ~~qualified~~percentage ~~domestic~~of ~~manufacturing~~total ~~activities~~segment revenues. WeThe gross margins are intypically ~~the~~higher ~~process~~in ofthis ~~evaluating~~segment since the ~~potential~~costs associated with ~~impact~~revenues ofare ~~this~~principally ~~legislation~~selling and administrative expenses and interest expense.

~~Financial~~Our ~~Condition~~selling, administrative and product development expenses increased $21.5 million in the first nine months of fiscal 2006 compared to fiscal 2005, but as a percentage of revenues decreased to 8.7% for the first nine months of fiscal 2006 compared to 10.0% for the first nine months of fiscal 2005. The following table summarizes the changes by category in selling, administrative and product development expenses for the first nine months of fiscal 2006 compared to the first nine months of fiscal 2005 (in millions):

Cash generated from operating activities was $88.1 million for the first nine months of fiscal 2005 compared to cash used in operating activities of $45.3 million in the first nine months of fiscal 2004. The increase in cash generated from operations resulted primarily from a decrease in trade receivables attributable to stronger collections during the first nine months of 2005 and an increase in accounts payable due to higher production levels as a result of the increase in demand for our products, partially offset by higher inventory levels to support the increased business activity and inefficiencies associated with component shortages. Stronger collections are principally from the results of an initiative under our Six Sigma program focused on improving collection processes and procedures.


Bonus expense	$	6.8
Consulting and legal costs		3.3
Salaries and related benefits		2.7
Stock option expense		2.6
Integration expenses		2.6
Profit sharing and 401(k) plan		2.5
Accelerated vesting of restricted shares		(1.7	)
Other		2.7

	$	21.5

2023

~~Table~~Our Machinery segment’s selling, administrative and product development expenses decreased $1.2 million primarily due to a decrease in our bad debt provision and lower pension and other postretirement benefit costs associated with the sale of ~~Contents~~the Gradall excavator product line, partially offset by increased consulting and legal costs associated with the outsourcing of research and development projects and ordinary business activities, an increase in our discretionary profit sharing contribution and 401(k) plan expense as a result of a higher profit sharing contribution and additional employees, and increased costs related to advertising and trade shows.

~~Investing~~Our ~~activities~~Equipment ~~during~~Services ~~the~~segment’s ~~first~~selling ~~nine~~and ~~months~~administrative ofexpenses ~~fiscal~~increased ~~2005 used~~ $820.35 million ~~of cash~~due ~~compared~~primarily to ~~$107.4 million~~an ~~used~~increase ~~for the first nine months of fiscal 2004. The decrease~~ in ~~cash~~our ~~used in~~discretionary ~~investing~~profit ~~activities~~sharing iscontribution ~~principally~~and ~~attributable~~401(k) toplan ~~the OmniQuip acquisition completed during~~expense ~~the~~as ~~first~~a ~~quarter~~result of ~~fiscal~~a ~~2004,~~higher ~~partially~~profit ~~offset~~sharing bycontribution ~~our~~and ~~investments~~additional inemployees, ~~marketable~~and ~~securities~~higher ~~from~~payroll ~~the~~and ~~unused~~related ~~portion~~benefit ofcosts ~~the~~as ~~net~~a ~~proceeds~~result ~~from~~of ~~our~~additional ~~March 2005~~employees ~~common stock offering~~ and ~~the improvement~~normal inmerit ~~our working capital position~~compensation increases.

~~Financing~~Our ~~activities~~Access ~~provided~~Financial ~~cash~~Solutions ofsegment’s ~~$58.4 million~~selling ~~for~~and ~~the~~administrative ~~first~~expenses ~~nine~~increased ~~months of fiscal 2005 compared to~~ $~~32.~~1.0 million ~~for the first nine months of fiscal 2004. The increase in cash provided~~ byprimarily ~~financing~~due ~~activities~~to ~~reflected~~an our net proceeds from the issuance of common stock of $119.5 million during the third quarter of fiscal 2005 and proceeds from the exercise of stock options during the first nine months of fiscal 2005. Partially offsetting the increase in ~~cash provided by financing activities was the repurchase of $12.025 million in principal amount of~~ our ~~outstanding 2008~~bad ~~Notes,~~debt ~~the repurchase of $61~~provision.~~25 million in principal amount of our outstanding 2012 Notes and~~ ~~the absence of monetizations of our finance receivables during the first nine months of fiscal 2005 compared to $14.0 million of monetizations during the first nine months of fiscal 2004.~~

~~Due~~Our general corporate selling, administrative and product development expenses increased $21.2 million primarily due to our increased profitability, additional employees and normal merit compensation increases, resulting in higher bonus expense and higher payroll and related benefit costs, the ~~seasonality~~expensing of ~~our~~stock ~~sales~~options, ~~during~~which ~~certain~~began ~~periods~~during wethe ~~may~~first ~~generate~~quarter ~~negative~~of ~~cash~~fiscal ~~flows~~2006, ~~from~~expenses ~~operations~~related ~~despite~~to ~~reporting~~the ~~profits.~~integration ~~Generally,~~of ~~this~~the ~~may~~Caterpillar ~~occur~~telehandler inproduct ~~periods~~line, inan ~~which~~increase wein ~~are~~the ~~building~~bad ~~inventory~~debt ~~levels~~provision for specific reserves related to a European customer and an increase in ~~anticipation~~our discretionary ofprofit ~~sales~~sharing ~~during~~contribution ~~peak~~and ~~periods~~401(k) asplan ~~well~~expense as ~~other~~a ~~uses~~result of a higher profit ~~working~~sharing ~~capital~~contribution ~~related~~and toadditional ~~payment~~employees. ~~terms~~Partially offsetting these increases were costs associated with ~~trade~~the ~~receivables~~accelerated orvesting ~~other~~of ~~sale~~restricted share awards during the first nine months of ~~arrangements~~fiscal 2005 triggered by our share price appreciation.

The ~~following~~decrease ~~table~~in ~~provides~~interest aexpense ~~summary~~(net of ~~our~~interest ~~contractual~~income) ~~obligations~~of ($8.5 million for the first nine months of fiscal 2006 was primarily due to a decrease in ~~thousands)~~interest atexpense ~~May~~of $5.0 1,million as a result of the early retirement during fiscal 2005: of $61.25 million in principal amount of our outstanding 2012 Notes and $15.025 million in principal amount of our outstanding 2008 Notes and a decrease in our limited recourse debt, partially offset by an adjustment to the interest associated with the hedging of our fixed rate debt. In addition, interest income increased $3.5 million as a result of our increased cash balance and rising interest rates.

			Payments Due by Period
			Less than						After 5
	Total		1 Year		1-3 Years		4-5 Years		Years
Short and long-term debt (a)	$	228,489	$	1,552	$	1,742	$	112,191	$	113,004
Limited recourse debt (b)		70,586		29,708		38,725		2,153		¾
Operating leases (c)		27,719		7,240		11,610		4,232		4,637
Purchase obligations (d)		141,781		141,781		¾		¾		¾
Total contractual obligations (e)	$	468,575	$	180,281	$	52,077	$	118,576	$	117,641

Our miscellaneous income (expense) category included currency losses of $2.8 million in the first nine months of fiscal 2006 compared to currency gains of $4.4 million in the first nine months of fiscal 2005. In addition, our miscellaneous income (expense) category for the first nine months of fiscal 2006 and fiscal 2005 included costs associated with the early retirement of debt (see discussion included in the Financial Condition section below). The change in currency was primarily due to the currency effect on our hedging positions as the U. S. dollar weakened significantly against the Euro, the British pound and the Australian dollar during the first nine months of fiscal 2006. As discussed above in our results for the third quarters of fiscal 2006 and 2005, we enter into certain foreign currency contracts, principally forward contracts, to manage some of our foreign exchange risk.

~~(a)~~For ~~Includes~~additional ~~our~~information ~~2008~~related ~~Notes,~~to ~~2012 Notes and indebtedness under~~ our ~~bank~~derivative ~~credit facilities. (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~~instruments, ~~“Accounting~~see 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 funding of our pension and postretirement benefit plans in fiscal 2005 will approximate $Item 3.4 ~~million.~~Quantitative ~~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 Qualitative ~~postretirement~~Disclosures ~~funding~~About inMarket ~~the~~Risk ~~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~~below.

21Our income tax expense and resultant effective tax rate for the nine month periods ended April 30, 2006, and May 1, 2005, were based upon the estimated effective tax rates applicable for each full year after giving affect to any significant items related specifically to interim periods. Our effective tax rate for the first nine months of fiscal 2006 was 39.1% compared to 39.8% for the first nine months of fiscal 2005. The rate for the first nine months of fiscal 2005 was higher than the statutory rate primarily due to the inclusion of non-deductible compensation related to the accelerated vesting of restricted stock awards triggered by our share price appreciation and foreign valuation allowances. The rate for the first nine months of fiscal 2006 was unfavorably impacted by providing for tax contingencies related to potential adverse state adjustments and foreign valuation allowances. The projected tax rate for fiscal 2006 has been adjusted to 39% from the previously forecasted rate due to the provision of foreign valuation allowances.

~~Table of Contents~~24

~~The~~Financial ~~following table provides a summary of our other commercial commitments (in thousands) at May 1,~~Condition ~~2005:~~

			Amount of Commitment Expiration Per Period
	Total
	Amounts		Less than						Over 5
	Committed		1 Year		1-3 Years		4-5 Years		Years
Standby letters of credit	$	4,091	$	4,091	$	¾	$	¾	$	¾
Guarantees (a)		94,680		10,033		49,861		27,503		7,283
Total commercial commitments	$	98,771	$	14,124	$	49,861	$	27,503	$	7,283

Cash generated from operating activities was $70.6 million for the first nine months of fiscal 2006 compared to cash generated from operating activities of $88.1 million for the first nine months of fiscal 2005. The decrease in cash from operations primarily resulted from higher inventory levels to support the increased business activity, the change in accounts payable resulting from a decrease in our days payables outstanding offset in part by higher production levels as a result of the increase in demand for our products, an increase in our notes receivable and other investments during the first nine months of fiscal 2006 compared to a reduction during the first nine months of fiscal 2005, an increase in the payments of sales rebates as a result of our higher sales volume and higher income tax payments as a result of our higher pre-tax income, partially offset by an increase in our net income.

We used cash of $22.8 million for investment purposes for the first nine months of fiscal 2006 compared to $7.3 million used for the first nine months of fiscal 2005. The increase in the use of cash was principally due to the acquisition of Caterpillar telehandler assets (acertain equipment and substantially all of the tooling and intellectual property) Weand ~~discuss~~an increase in capital expenditures as a result of our ~~guarantee~~strategic ~~agreements~~initiatives discussed below. Partially offsetting the increase in ~~Note~~cash 11usage were proceeds received from the sale of ~~Notes~~our toexcavator ~~Condensed~~product ~~Consolidated~~line ~~Financial~~assets during ~~Statements~~the third quarter of ~~this~~fiscal ~~report~~2006 and a net increase in rental fleet sales over rental fleet purchases.

OnWe ~~August 1,~~had ~~2003,~~cash weflows ~~completed~~from ~~our~~financing ~~acquisition~~activities of ~~OmniQuip,~~$34.5 million ~~which~~for ~~includes~~the ~~all~~first ~~operations~~nine ~~relating~~months of fiscal 2006 compared to ~~the~~cash ~~Sky~~flows ~~Trakâ~~of ~~and~~$58.4 million ~~Lullâ~~for ~~brands~~the first nine months of ~~telehandler~~fiscal ~~products~~2005. AsThe decrease ain ~~result~~cash ofprovided ~~the~~by ~~OmniQuip~~financing activities was largely attributable to our net proceeds from ~~acquisition,~~the weissuance ~~anticipate~~of ~~funding~~common ~~approximately~~stock of $13119.05 million induring ~~remaining~~the ~~integration~~third ~~expenses~~quarter of fiscal 2005, partially ~~through~~offset ~~July 31~~by a lower amount of debt repurchases, ~~2007~~the ~~with~~increase ~~cash~~in ~~generated~~excess tax benefits from ~~operations~~stock-based compensation and ~~borrowings~~an ~~under~~increase ~~our~~in ~~credit facilities~~the number of stock options exercised.

OnDue ~~March 16,~~to ~~2005~~the seasonality of our sales, during certain periods we ~~completed~~may ~~the~~generate ~~sale~~negative ofcash ~~5,750,000~~flows from ~~shares~~operations ofdespite ~~our~~reporting ~~common~~profits. ~~stock~~Generally, this may occur in anperiods ~~underwritten public~~in ~~offering~~which atwe aare building ~~price~~inventory tolevels ~~the~~in ~~public~~anticipation of ~~$21.97~~sales ~~per~~during ~~share.~~peak ~~After~~periods ~~deducting~~as ~~underwriting discounts~~well ~~and~~as ~~commissions~~other ~~and~~uses ~~offering~~of working ~~expenses~~capital ~~paid~~related byto ~~us,~~payment ~~net~~terms ~~proceeds~~associated ~~from~~with ~~this~~trade ~~offering~~receivables ~~totaled approximately~~or ~~$119~~other sale arrangements.~~5 million.~~

OnThe ~~April 8,~~following ~~2005,~~table weprovides ~~used~~a ~~approximately~~summary ~~$13.2 million~~ of ~~the net proceeds from the common stock offering to purchase in the open market $12.025 million in principal amount of~~ our ~~outstanding~~contractual ~~2008 Notes~~obligations ~~at a price equal to 106% of such principal amount, plus accrued and unpaid interest. We incurred a charge of approximately $0.6 million~~ (~~after~~in ~~taxes~~thousands) ~~during~~at the third quarter of fiscal 2005 relating to the extinguishment of debt and the write-off of deferred financing costs resulting from the open market purchase of our 2008 Notes. The open market purchase of our 2008 Notes will lower our future interest expense by $1.0April ~~million annually and by $0.3 million for the remainder of~~30, ~~our current fiscal year.~~2006:

On April 18, 2005, we used approximately $68.1 million of the net proceeds from the common stock offering to redeem $61.25 million in principal amount of our outstanding 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 incurred a charge of approximately $3.2 million (after taxes) during the third quarter of fiscal 2005 relating to the extinguishment of debt, net of the deferred gain on the related interest rate swap, and the write-off of deferred financing costs resulting from the redemption of our 2012 Notes. The redemption of our 2012 Notes will lower our future interest expense by $5.1 million annually and by $1.5 million for the remainder of our current fiscal year.


			Payments Due by Period
			Less than						After 5
	Total		1 Year		1-3 Years		4-5 Years		Years
Short and long-term debt (a)	$	223,531	$	8,447	$	99,845	$	5,818	$	109,421
Limited recourse debt (b)		28,516		16,531		11,985		¾		¾
Operating leases (c)		31,427		5,909		11,314		5,483		8,721
Purchase obligations (d)		129,229		129,228		1		¾		¾

Total contractual obligations (e)	$	412,703	$	160,115	$	123,145	$	11,301	$	118,142

(a) Includes our two note issues, indebtedness under our bank credit facilities, a $10.0 million five-year loan and a $5.0 million promissory note. (b) Our ~~principal~~limited ~~sources~~recourse ofdebt ~~liquidity~~is ~~for~~the result of the ~~next~~sale ~~twelve~~of ~~months~~finance ~~will~~receivables bethrough ~~existing~~limited ~~cash~~recourse ~~balances~~monetization transactions. (c) In accordance with SFAS No. 13, ~~cash generated~~“Accounting ~~from~~for ~~operations~~Leases,” ~~and~~operating ~~borrowings~~lease ~~under~~obligations ~~our~~are ~~credit~~not ~~facilities~~reflected in the balance sheet. ~~Availability~~(d) ofWe ~~funds~~enter ~~under~~ into contractual arrangements that result in our ~~credit~~obligation ~~facilities~~to ~~and~~make ~~monetizations~~future payments, including purchase obligations. We enter into these arrangements in the ordinary course of ~~finance~~business ~~receivables~~in ~~depend~~order onto aensure ~~variety~~adequate levels of ~~factors described~~inventories, ~~below~~machinery and equipment, or services. AsPurchase obligations primarily consist of ~~May 1~~inventory purchase commitments, ~~2005~~including raw materials, wecomponents ~~had~~and ~~cash~~sourced ~~balances~~products. ~~totaling~~(e) We anticipate that our funding obligation for our pension and postretirement benefit plans in fiscal 2006 will approximate $972.5 4 million. That amount principally represents contributions either required by regulations or laws or, ~~investments~~with ~~in short-term~~respect ~~marketable~~to ~~securities~~unfunded ofplans, ~~$74~~necessary to fund current benefits.~~9 million~~ We have not presented estimated pension and ~~unused~~postretirement ~~credit~~funding ~~commitments~~in ~~totaling~~the ~~$190~~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.~~0 million.~~

~~We have a three-year $175 million senior secured revolving credit facility that expires September~~25 23, 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 $194.0 million, plus 50% of Consolidated Net Income (as defined in the senior

22The following table provides a summary of our other commercial commitments (in thousands) at April 30, 2006:


	Total		Amount of Commitment Expiration Per Period
	Amounts		Less than						Over 5
	Committed		1 Year		1-3 Years		4-5 Years		Years
Standby letters of credit	$	12,683	$	12,683	$	¾	$	¾	$	¾
Guarantees (a)		45,686		14,345		15,380		14,415		1,546

Total commercial commitments	$	58,369	$	27,028	$	15,380	$	14,415	$	1,546

~~secured revolving credit facility~~(a) onWe adiscuss ~~cumulative~~our ~~basis~~guarantee ~~for~~agreements ~~each~~in ~~preceding~~Note ~~fiscal~~13 ~~quarter, commencing with the quarter ended July 31, 2003. Availability~~ of ~~credit~~Notes ~~also will be limited by a borrowing base determined on a monthly basis by reference~~ to ~~85%~~Condensed ofConsolidated ~~eligible~~Financial ~~domestic~~Statements ~~accounts receivable and percentages ranging between 25% and 70%~~ of ~~various~~this ~~categories of domestic inventory~~report. Accordingly, credit available to us under these facilities will vary with seasonal and other changes in the borrowing base and leverage ratios and we may not 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 existing cash balances and cash to be generated from operations will meet our expected seasonal requirements for working capital, planned capital and integration expenditures for the next twelve months.

~~Historically~~On ~~our~~October 27, ~~Access~~2005, ~~Financial~~we ~~Solutions~~entered ~~segment~~into ~~originated~~a ~~and~~20-year ~~monetized~~strategic ~~customer~~Alliance ~~finance~~with Caterpillar related to the ~~receivables~~design, ~~principally~~manufacture ~~through~~and ~~limited~~sale ~~recourse~~by ~~syndications.~~us ~~Since~~of ~~late~~Caterpillar ~~2003,~~branded ~~the~~telehandlers. ~~focus~~The ofAlliance ~~this~~establishes ~~segment~~separate ~~has~~dates ~~shifted~~in todifferent ~~providing~~geographic ~~“private~~markets ~~label”~~for ~~financing~~the ~~solutions~~transition ~~through~~of ~~program~~telehandler ~~agreements~~manufacturing and ~~with~~selling ~~third-party~~responsibility ~~funding~~from ~~providers,~~Caterpillar ~~subject~~ to ~~limited~~us ~~recourse~~ranging from July 1 to usNovember 1, 2006. ~~Transactions~~As ~~funded~~part ~~by the~~of ~~finance~~the ~~companies~~Alliance, ~~are~~we ~~not~~acquired ~~held~~certain byequipment usand assubstantially ~~financial~~all ~~assets,~~of ~~and~~the ~~therefore~~tooling ~~their~~and ~~subsequent~~intellectual ~~monetization~~property isused ~~not~~by ~~recorded~~Caterpillar onexclusively ~~our~~in ~~financial~~connection ~~statements.~~with ~~Some~~the ~~transactions~~design ~~not~~and ~~funded~~manufacture ~~by the~~of ~~finance~~Caterpillar’s ~~companies~~current ~~may~~European ~~still~~telehandler beproducts. ~~funded~~The bypurchase usprice tofor ~~the~~these ~~extent~~Caterpillar telehandler ofassets ~~our~~was ~~liquidity~~$46.4 million ~~sources~~paid ~~and~~at ~~subsequently monetized~~closing, orplus ~~they~~$5.0 million ~~may~~to be ~~funded~~paid ~~directly~~on ~~by other credit providers~~September 15, 2006.

~~During~~Our ~~the~~strategic ~~first~~initiatives ~~nine~~planned ~~months~~for of fiscal ~~2005~~2006 ~~and~~include ~~all~~the development of ~~fiscal~~the ~~2004,~~North weAmerican Caterpillar ~~monetized~~telehandler $0product line and ~~$13.4 million,~~capacity ~~respectively,~~improvements in ~~finance~~both ~~receivables~~Belgium ~~through~~and ~~syndications.~~Pennsylvania ~~During~~to accommodate the ~~same~~additional ~~periods~~volume, ~~$24.0~~for the expansion of our ServicePlus™ operations, formation of ~~million~~our Commercial Solutions Group, reopening of the Bedford, Pennsylvania and ~~$21.2 million~~Orrville, ~~respectively~~Ohio facilities, ofAll-Terrain ~~sales~~Lifter, toArmy ~~our~~System ~~customers~~(“ATLAS”) ~~were~~II ~~funded~~military ~~through~~telehandler ~~program~~development and other ~~agreements~~proprietary ~~with~~projects. ~~third-party~~As ~~finance~~a ~~companies.~~result ~~Although~~of ~~monetizations~~these ~~generate~~strategic ~~cash~~initiatives, ~~under~~we ~~SFAS~~now ~~No.~~estimate that ~~140,~~approximately ~~“Accounting~~$26 million ~~for~~will ~~Transfers~~be ~~and~~expensed ~~Servicing~~during fiscal 2006 a reduction of ~~Financial~~approximately ~~Assets~~$9 million ~~and~~from ~~Extinguishment~~our previous estimate largely as a result of ~~Liabilities”,~~ timing of the ~~monetized~~expenses ~~portion~~related to the integration of ~~our~~the ~~finance~~Caterpillar ~~receivables~~telehandler ~~portfolio~~product ~~remains~~line. ~~recorded~~Through onthe ~~our balance~~first ~~sheet~~nine asmonths ~~limited~~of ~~recourse~~fiscal 2006, ~~debt~~we incurred $12.2 million Weof ~~expect~~these ~~that~~planned ~~our~~expenses, ~~limited~~with ~~recourse~~$8.0 million ~~debt~~being ~~balance~~incurred ~~will~~in the ~~continue~~third ~~to decline~~quarter.

AsFor ~~discussed~~fiscal in2006, ~~Note~~we 11anticipate ofincurring ~~the~~capital ~~Notes~~expenditures ~~to Condensed Consolidated Financial Statements~~ of ~~this~~approximately ~~report, we are a party to multiple agreements whereby we guarantee~~ $~~94.7~~41 million in ~~indebtedness of others.~~ Ifproperty, ~~the~~plant ~~financial~~and ~~condition~~equipment, ofwhich ~~our~~includes ~~customers~~capital ~~were~~investments ~~to deteriorate resulting~~ in anthe ~~impairment~~strategic ~~of their~~initiatives ~~ability~~described ~~to make payments, additional allowances would be required~~above. ~~Also~~This asis ~~discussed~~a inreduction ~~Note 11~~ of ~~the~~ ~~Notes~~approximately to$11 million ~~Condensed~~from ~~Consolidated Financial Statements,~~ our ~~future~~previous ~~results of operations,~~estimate ~~financial~~largely ~~condition~~as ~~and~~a ~~liquidity~~result ~~may~~of berental ~~affected~~fleet tosales ~~the~~now ~~extent~~estimated ~~that our ultimate exposure with respect~~ to ~~product~~equal ~~liability~~rental ~~varies~~fleet ~~from~~purchases ~~current~~for ~~estimates~~fiscal 2006. ~~Also~~Included ~~as discussed~~ in ~~Note~~the 11total, ~~and~~is ~~in Item 1~~the ~~of Part~~$16.9 IImillion ofin ~~this~~capital ~~report,~~expenditures ~~pending~~associated ~~legal~~with ~~proceedings and other contingencies have~~ the ~~potential~~Caterpillar ~~to adversely affect our financial condition or liquidity~~Alliance.

~~Off-Balance~~On ~~Sheet~~February 3, ~~Arrangements~~2006, we sold substantially all of the assets pertaining to our line of Gradall excavators to AGI for cash consideration of $33.0 million. The sale included the 430,000 square foot manufacturing facility in New Philadelphia, Ohio and related equipment, machinery, tooling, and intellectual property. The Gradall excavator product line included crawler and wheeled models. In addition to the purchase agreement, we executed a transition supply agreement with Alamo covering components for our telescopic material handler product lines that at closing were manufactured at the New Philadelphia facility.

~~Information~~On ~~regarding~~March 22, ~~off-balance~~2006, ~~sheet~~we ~~arrangements~~entered isinto ~~included~~a in$10.0 million, ~~our~~2 ~~Contractual~~1/2% ~~Obligations~~fixed ~~and Other~~rate, ~~Commercial~~five-year ~~Commitments~~loan ~~tables~~that ~~contained~~matures ~~in Item~~on April 21, of2011. ~~Part I~~This loan was part of ~~this~~the ~~report~~economic assistance and inincentive ~~Note~~package 11received offrom the ~~Notes~~state toof ~~Condensed~~Pennsylvania ~~Consolidated~~resulting ~~Financial~~from ~~Statements~~our ~~contained~~expansion inefforts ~~Item 1~~including ofthe ~~Part I~~reopening of ~~this~~our ~~report~~Sunnyside facility in Bedford, Pennsylvania.

~~Critical~~On ~~Accounting~~March 29, ~~Policies~~2006, we used approximately $13.5 million of cash generated from operations to purchase in the open market $12.4 million in principal amount of our outstanding 2008 Notes at a price equal to 105.625% of such principal amount, plus accrued and ~~Estimates~~unpaid interest. We incurred a charge of approximately $0.5 million (after taxes) during the third quarter of fiscal 2006 relating to the extinguishment of debt and the write-off of deferred financing costs resulting from the open market purchase of our 2008 Notes. The open market purchase of our 2008 Notes will

~~The preparation of financial statements in conformity with U. S. generally accepted accounting~~26 principles (“GAAP”) requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.

Welower ~~believe that of~~ our ~~significant~~future ~~accounting~~interest ~~policies,~~expense ~~the~~by ~~following~~$1.0 million ~~may~~annually ~~involve~~and aby ~~higher degree~~$0.3 ofmillion ~~judgment,~~for ~~estimation,~~the orremainder ~~complexity~~of ~~than~~our ~~other~~current ~~accounting~~fiscal ~~policies~~year.

~~Allowance for Doubtful Accounts and Reserves for Receivables:~~ We ~~evaluate~~expect ~~the~~that ~~collectibility~~our ~~of receivables~~principal ~~based~~sources ~~on a combination~~ of ~~factors.~~liquidity Infor ~~circumstances~~the ~~where~~next wetwelve ~~are~~months ~~aware~~will ofbe aexisting ~~specific~~cash ~~customer’s~~balances, ~~inability~~cash togenerated ~~meet~~from ~~its~~operations ~~financial~~and ~~obligations,~~borrowings aunder ~~specific~~our ~~reserve~~credit isfacilities. ~~recorded against~~Availability ~~amounts~~of ~~due~~funds tounder ~~reduce~~our ~~the~~credit ~~net~~facilities ~~recognized~~and ~~receivable~~monetizations toof ~~the~~finance ~~amount~~receivables ~~reasonably~~depend ~~expected~~on toa bevariety ~~collected.~~of ~~Additional~~factors ~~reserves~~described ~~are~~below. ~~established~~As ~~based upon our perception~~ of ~~the~~April 30, ~~quality of the current receivables~~2006, ~~the~~we ~~current~~had ~~financial~~cash ~~position~~balances oftotaling ~~our~~$304.9 million ~~customers~~ and unused ~~past~~credit ~~experience~~commitments ~~of collectibility~~totaling $202.3 million.

23On November 30, 2005, we entered into an amended and restated five-year $200.0 million senior secured revolving credit facility that expires November 30, 2010. The facility includes an accordion feature under which JLG, subject to obtaining increased commitments from existing or new lenders, may increase the maximum availability of the facility up to $300 million. In addition, we have a pari passu, $15.0 million cash management facility that expires November 30, 2007. 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 various covenants, including a requirement that in the event the facility borrowing availability is less than 15%, at any time, or in the event that during the 90-day period following payment of certain bond obligations, the facility borrowing availability is less than 40%, we will maintain a fixed charge coverage ratio (as defined in the senior secured revolving credit facility) of not less than 1.10 to 1.0. 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 we may not 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 available that, combined with existing cash balances and cash to be generated from operations, will meet our expected seasonal requirements for working capital, planned capital and integration expenditures for the next twelve months.

~~Table~~Historically, our Access Financial Solutions segment originated and monetized customer finance receivables principally through limited recourse syndications. Since late 2003, the focus of ~~Contents~~this segment has shifted to providing “private label” financing solutions through program agreements with third-party funding providers, subject to limited recourse to us. Transactions funded by the finance companies are not held by us as financial assets, and therefore the subsequent payment from the finance companies is not recorded on our financial statements. Some transactions not funded by the finance companies may still be funded by us to the extent of our liquidity sources and subsequently monetized.

IfDuring the ~~financial~~first ~~condition~~nine months of fiscal 2006 and all of fiscal 2005, we did not monetize any finance receivables through syndications. During the same periods, $61.0 million and $38.0 million, respectively, of sales to our customers were tofunded ~~deteriorate~~through ~~resulting~~program inagreements anwith third-party ~~impairment~~finance companies. Although monetizations generate cash, under SFAS No. 140, “Accounting for Transfers and Servicing of ~~their~~Financial ~~ability~~Assets toand ~~make~~Extinguishment ~~payments~~of Liabilities”, ~~additional~~the ~~allowances~~monetized portion ~~would~~of beour ~~required~~finance receivables portfolio remains recorded on our balance sheet as limited recourse debt with the associated pledged finance receivable that was sold. We expect that our limited recourse debt balance will continue to decline.

~~Goodwill:~~As Wediscussed ~~perform~~in aNote ~~goodwill~~13 ~~impairment~~of ~~test~~the onNotes atto ~~least~~Condensed anConsolidated ~~annual~~Financial ~~basis~~Statements ~~and~~of ~~more~~this ~~frequently~~report, we are a party to multiple agreements whereby we guarantee $45.7 million in ~~certain~~ ~~circumstances~~indebtedness of others. In Weconnection ~~cannot~~with ~~predict~~our ~~the~~customer ~~occurrence~~financing activities, guarantees comprise one of ~~certain~~the ~~events~~financing or credit support programs that ~~might~~we ~~adversely~~offer to certain of our customers. These guarantees arise from ~~affect~~those customer financing activities. If the ~~reported~~financial ~~value~~condition of ~~goodwill.~~these ~~Such~~customers ~~events~~were ~~may~~to deteriorate ~~include,~~resulting ~~but~~in ~~are~~an ~~not~~impairment ~~limited~~of their ability to make payments, ~~strategic~~additional allowances ~~decisions~~would ~~made~~be required. Also as discussed in ~~response~~Note to13 ~~economic~~of ~~and~~the ~~competitive~~Notes ~~conditions~~to Condensed Consolidated Financial Statements, ~~the~~our ~~impact~~future results of ~~the~~operations, ~~economic~~financial condition and liquidity may be affected to ~~environment~~the onextent that our ~~customer~~ultimate ~~base,~~exposure orwith arespect ~~material~~to ~~negative~~product ~~change~~liability varies from current estimates. Also as discussed in aNote ~~relationship~~13 ~~with~~and ain Item 1 of Part II of this report, pending legal ~~significant~~proceedings ~~customer~~and other contingencies have the potential to adversely affect our financial condition or liquidity.

~~Guarantees of the Indebtedness of Others: We enter into agreements with finance companies whereby~~27 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 the 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.

InOff-Balance ~~addition,~~Sheet ~~we have monetized a substantial portion of the receivables originated by AFS through a~~Arrangements series 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 Note 11 of the Notes to Condensed Consolidated Financial Statements of this report.

~~Income~~Information ~~Taxes:~~regarding Weoff-balance ~~estimate~~sheet ~~the~~arrangements ~~effective~~is ~~tax~~included ~~rate~~in ~~expected~~our toContractual beObligations ~~applicable for the full fiscal year~~and onOther aCommercial ~~quarterly~~Commitments ~~basis.~~tables ~~The~~contained ~~rate determined is used~~ in ~~providing~~Item 2 ~~for~~of ~~income~~Part I ~~taxes on a year-to-date basis. The tax effect~~ of ~~significant~~this ~~unusual~~report ~~items~~and ~~is reflected~~ in ~~the~~Note ~~period~~13 ~~in which they occur.~~of If the ~~estimates~~Notes ~~and related assumptions used~~ to ~~calculate~~Condensed ~~the~~Consolidated ~~effective~~Financial ~~tax~~Statements ~~rate~~contained ~~change,~~in weItem 1 ~~may~~of ~~be required~~Part I toof ~~adjust our effective rate, which could change income tax expense~~this report.

WeCritical ~~record~~Accounting ~~the~~Policies ~~estimated future tax effects of temporary differences between the tax bases of assets~~ and ~~liabilities and amounts reported in the accompanying Condensed Consolidated Balance Sheets, as~~Estimates 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, based on estimates and assumptions, that we will be able to generate sufficient future taxable income in certain tax jurisdictions 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 Condensed Consolidated Statements of Income. 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~~preparation of ~~income~~financial ~~taxes~~statements wein ~~pay~~conformity iswith ~~subject~~U. toS. ~~audit~~generally byaccepted ~~federal,~~accounting principles ~~state~~(“GAAP”) ~~and~~requires ~~foreign~~our ~~tax authorities,~~management ~~which~~to ~~often~~make ~~results~~estimates inand ~~proposed~~assumptions ~~assessments.~~about Wefuture ~~believe~~ events that weaffect ~~have~~the ~~adequately provided~~amounts ~~for~~reported ~~any~~in ~~reasonably~~the ~~foreseeable~~financial ~~outcome~~statements and related ~~to these matters~~notes. ~~However,~~Future ~~future~~events ~~results~~and ~~may~~their ~~include~~effects ~~favorable~~cannot orbe ~~unfavorable~~determined ~~adjustments~~with toabsolute ~~our~~certainty. ~~estimated~~Therefore, ~~tax liabilities in~~ the ~~period~~determination ~~the~~of ~~assessments~~estimates ~~are~~requires ~~determined~~the orexercise ~~resolved~~of judgment. ~~Additionally,~~Actual ~~the~~results ~~jurisdictions~~inevitably inwill ~~which~~differ ~~our~~from ~~earnings~~those estimates, and~~/or~~ ~~deductions~~such ~~are~~differences ~~realized~~ may ~~differ~~be ~~from~~material ~~current~~to ~~estimates~~the financial statements.

~~Inventory~~We ~~Valuation:~~believe ~~Inventories~~that ~~are valued at the lower~~ of ~~cost~~our orsignificant ~~market.~~accounting ~~Certain items in inventory may be considered impaired~~policies, ~~obsolete~~the orfollowing ~~excess and as such, we~~ may ~~establish~~involve ana ~~allowance to~~higher ~~reduce the carrying value~~ degree of ~~these~~judgment, ~~items~~estimation, toor ~~their~~complexity ~~net~~than ~~realizable~~other ~~value.~~accounting ~~We also value used equipment taken in trade from our customers~~policies. ~~Based on~~

24Allowance for Doubtful Accounts and Reserves for Finance 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.

~~Table~~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 ~~Contents~~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.

~~certain~~Guarantees ~~estimates,~~of ~~assumptions~~the ~~and~~Indebtedness ~~judgments~~of Others: We enter into agreements with finance companies whereby ~~made~~our ~~from~~equipment ~~the~~is ~~information~~sold ~~available~~to ata ~~that~~finance ~~time~~company, which, in turn, sells or leases it to a customer. In some instances, we ~~determine~~retain ~~the~~a ~~amounts~~liability in the event the customer defaults on the financing. Reserves are established related to these ~~inventory~~guarantees based upon our understanding of the current financial ~~allowances.~~position Ifof these customers and based on estimates and ~~related~~judgments ~~assumptions~~made orfrom information available at that time. If we become aware of deterioration in the ~~market~~financial ~~change~~condition of our customers or of any impairment of their ability to make payments, weadditional allowances may be required. toAlthough ~~record~~we ~~additional~~may ~~reserves~~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.

~~Long-Lived~~In ~~Assets:~~addition, Wewe ~~review~~have ~~our~~monetized ~~long-lived~~a ~~assets~~substantial ~~for~~portion ~~impairment~~of ~~whenever~~the ~~events~~receivables ororiginated ~~changes~~by ~~in circumstances~~AFS ~~indicate~~through ~~the~~a series ~~carrying~~of ~~amount~~syndications, oflimited anrecourse ~~asset~~financings ~~may~~and ~~not~~other bemonetization ~~recoverable~~transactions. ~~Recoverability of~~In ~~assets~~connection towith besome ~~held~~of ~~and~~these ~~used~~monetization istransactions, ~~measured~~we byhave a ~~comparison~~loss ofexposure ~~the~~associated ~~carrying amount of the assets to the~~with ~~future~~our ~~net~~pledged ~~cash~~finance ~~flows~~receivables ~~expected~~related to bepossible ~~generated~~defaults by the ~~assets.~~obligors Ifunder ~~such~~the ~~assets~~terms ~~are~~of ~~considered to be~~the ~~impaired~~contracts, ~~the impairment to be recognized is measured by the amount by~~ which ~~the~~comprise ~~carrying~~these ~~amount~~finance ~~of the assets exceeds their fair value~~receivables. ~~Judgments~~Contingencies ~~made~~have bybeen usestablished related to ~~the expected useful lives of~~ ~~long-lived~~these ~~assets~~monetization ~~and~~transactions ~~our~~based ~~ability~~upon tothe ~~realize~~current ~~any~~financial ~~undiscounted~~position ~~cash flows in excess~~ of ~~the~~these ~~carrying amounts~~customers ~~of such assets are affected by factors such as the ongoing maintenance~~ and ~~improvements of~~ ~~the~~based ~~assets,~~on ~~changes~~estimates inand ~~the~~judgments ~~expected~~made ~~use~~from ofinformation ~~the~~available ~~assets,~~at ~~changes~~that ~~in economic conditions, changes in operating performance and anticipated future cash flows~~time. ~~Since~~If ~~judgment~~the ~~is involved in determining~~financial ~~the~~condition ~~fair value~~ of ~~long-lived~~these ~~assets,~~obligors ~~there~~were isto ~~risk~~deteriorate ~~that~~resulting ~~the~~in ~~carrying~~an ~~value~~impairment of ~~our~~their ~~long-lived~~ability ~~assets may~~to ~~require adjustment in future periods. If actual fair value is less than our estimates,~~make ~~long-lived~~payments, ~~assets~~additional ~~may~~allowances ~~be overstated on the balance sheet and a charge~~ would ~~need to~~ be ~~taken against earnings~~required.

~~Pension~~We ~~and~~discuss ~~Postretirement~~our ~~Benefits:~~guarantee ~~Pension~~agreements ~~and postretirement benefit costs and obligations are dependent on assumptions used~~ in ~~calculation~~Note of13 ~~these amounts. These assumptions, used by actuaries, include discount rates, expected returns on plan assets for funded plans, rates~~ of ~~salary~~ ~~increases, health care cost trend rates, mortality rates and other factors. In accordance with GAAP, actual results that differ from~~ the ~~actuarial~~Notes ~~assumptions are accumulated and amortized~~ to ~~future~~Condensed ~~periods~~Consolidated ~~and therefore affect recognized expense and recorded obligations in future~~Financial ~~periods.~~Statements ~~While~~of wethis ~~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~~report.

~~Product~~Income ~~Liability~~Taxes: ~~Our~~We ~~business~~estimate ~~exposes~~the useffective totax ~~possible~~rate ~~claims~~expected ~~for~~to ~~personal~~be ~~injury~~applicable orfor ~~death and property damage resulting from~~ the ~~use~~full ~~of equipment that we rent or sell. We maintain insurance~~fiscal ~~through~~year on a ~~combination~~quarterly ~~of self-insurance retentions, primary insurance and excess insurance coverage~~basis. WeThe ~~monitor~~rate ~~claims~~determined ~~and~~is ~~potential~~used ~~claims~~in ofproviding ~~which we become aware and establish liability reserves~~ for ~~the~~income ~~self-insurance~~taxes ~~amounts based~~ on ~~our liability estimates for such claims. Our~~a ~~liability estimates with respect~~ year-to-date ~~claims~~basis. ~~are~~The ~~based~~tax oneffect ~~internal evaluations~~ of ~~the~~specific ~~merits~~discrete ~~of individual~~items ~~claims~~is ~~and~~reflected in the ~~reserves~~period ~~assigned~~in bywhich they ~~our independent insurance claims adjustment firm~~occur. ~~The~~ ~~methods~~If ofthe ~~making such~~ estimates and ~~establishing~~related ~~the~~assumptions ~~resulting~~used ~~accrued liability are reviewed~~to ~~frequently,~~calculate ~~and~~the ~~adjustments~~effective ~~resulting~~tax ~~from~~rate ~~our reviews are reflected in current earnings. If these estimates and related assumptions~~ change, we may be required to ~~record~~adjust ~~additional~~our ~~reserves~~effective rate, which could change income tax expense.

~~Restructuring and Restructuring-Related: These charges and related reserves and accruals reflect~~28 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~~We ~~Recognition:~~record ~~Sales~~the ofestimated ~~non-military~~future ~~equipment~~tax ~~and~~effects ~~service~~of ~~parts~~temporary ~~are~~differences ~~unconditional~~between ~~sales~~the ~~that are~~tax ~~recorded~~bases ~~when~~of ~~product is shipped~~ assets and ~~invoiced~~liabilities ~~to independently owned~~ and ~~operated~~amounts ~~distributors and~~reported ~~customers.~~in ~~Normally~~the ~~our~~accompanying ~~sales~~Condensed ~~terms~~Consolidated ~~are~~Balance ~~“free-on-board”~~Sheets, ~~shipping point (FOB shipping point).~~as ~~However,~~well ~~certain~~as ~~sales,~~operating ~~including~~loss ~~our~~and ~~All-Terrain~~tax ~~Lifter,~~credit ~~Army~~carryforwards. ~~System~~We ~~(“ATLAS”)~~evaluate ~~brand~~the recoverability of ~~military~~any tax ~~telehandler~~assets ~~products,~~recorded ~~may~~on bethe ~~invoiced~~balance ~~prior~~sheet toand ~~the~~provide ~~time~~any ~~customers~~necessary ~~take~~allowances ~~physical~~as ~~possession~~required. InThe ~~such~~carrying ~~cases,~~value ~~revenue~~of ~~is recognized only when~~ the ~~customer~~net ~~has~~deferred atax ~~fixed~~assets ~~commitment to purchase the equipment~~assumes, ~~the~~based ~~equipment~~on ~~has~~estimates ~~been completed~~ and ~~made~~assumptions, ~~available~~that towe ~~the~~will ~~customer for pickup or~~be ~~delivery,~~able ~~and~~to ~~the~~generate ~~customer~~sufficient ~~has~~future ~~requested~~taxable ~~that~~income wein ~~hold~~certain ~~the~~tax ~~equipment~~jurisdictions ~~for~~to ~~pickup~~realize ~~or delivery at a~~the ~~time~~benefits ~~specified~~of bysuch ~~the customer~~assets. InIf ~~such~~these ~~cases,~~estimates ~~the~~and ~~equipment~~related isassumptions ~~invoiced~~change ~~under~~in ~~our~~the ~~customary billing terms~~future, ~~title~~we tomay ~~the~~be required ~~equipment~~to ~~and~~record ~~risk~~additional ofvaluation ~~ownership~~allowances ~~passes~~against toour ~~the~~deferred ~~customer~~tax ~~upon~~assets ~~invoicing,~~resulting in ~~the~~additional ~~equipment~~income istax ~~segregated~~expense ~~from~~in our ~~inventory~~Condensed ~~and~~Consolidated ~~identified~~Statements asof ~~belonging~~Income. toIn assessing the realizability ~~customer,~~of ~~and~~deferred ~~we have~~tax noassets, ~~further~~we ~~obligations~~consider ~~under~~whether ~~the~~it ~~order~~is ~~other~~more likely than ~~customary~~not ~~post-sales~~that ~~support activities.~~some ~~During~~portion ~~the~~or ~~first~~all ~~nine months~~ of ~~fiscal~~the ~~2005,~~deferred ~~less~~tax ~~than~~assets ~~1.5%~~will ofnot ~~our~~be ~~sales~~realized. ~~were~~We ~~invoiced~~consider ~~and~~ the scheduled reversal ~~revenue~~of ~~recognized~~deferred ~~prior~~tax toliabilities, ~~customers~~projected ~~taking~~future ~~physical~~taxable ~~possession.~~income, Incarry ~~the~~back ~~instances~~opportunities ~~that~~and ~~our~~tax ~~shipping~~planning ~~terms~~strategies ~~are~~in ~~“shipping~~making ~~point destination,” revenue is recorded at~~ the ~~time the goods reach our customers~~assessment.

25The 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.

~~Table~~Inventory Valuation: Inventories are valued at the lower of ~~Contents~~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 of these inventory allowances. If these estimates and related assumptions or the market for our equipment change, we may be required to record additional reserves.

~~The~~Long-Lived ~~sales~~Assets: ~~terms~~We ~~for~~review our ~~ATLAS~~long-lived ~~brand~~assets for impairment whenever events or changes in circumstances indicate the carrying amount of ~~military~~an ~~telehandler~~asset ~~products~~may ~~are~~not ~~FOB~~be ~~Origin~~recoverable. InRecoverability ~~order for~~of usassets to ~~recognize~~be ~~revenue,~~held and used is measured by a comparison of the ~~ATLAS~~carrying ~~telehandler~~amount ~~products~~of ~~must~~the ~~pass~~assets ~~inspection~~to the future net cash flows expected to be generated by athe ~~government~~assets. If such assets are considered to be ~~Quality~~impaired, ~~Assurance~~the ~~Representative~~impairment ~~(“QAR”)~~to atbe recognized is measured by the ~~point~~amount ofby ~~production~~which tothe ~~insure~~carrying ~~adequate~~amount ~~special~~of ~~paint~~the ~~requirements~~assets exceeds their fair value. ~~The~~Judgments ~~sales~~made ~~terms~~by us related to the expected useful lives of long-lived assets and our ~~Millennia~~ability ~~Military~~to ~~Vehicle~~realize ~~(“MMV”)~~any ~~brand~~undiscounted cash flows in excess of ~~military~~the carrying ~~telehandler~~amounts ~~products~~of such assets are ~~FOB~~affected ~~Destination.~~by Infactors ~~order~~such ~~for~~as usthe toongoing maintenance and improvements of ~~recognize~~the ~~revenue~~assets, changes in the ~~MMV~~expected ~~telehandler~~use ~~products~~of ~~must~~the ~~pass~~assets, ~~inspection~~changes byin aeconomic ~~government~~conditions, ~~QAR~~changes atin operating performance and anticipated future cash flows. Since judgment is involved in determining the ~~point~~fair value of long-lived assets, there is risk that the carrying value of our long-lived assets ~~production~~may torequire ~~insure~~adjustment ~~special~~in ~~paint~~future ~~requirements~~periods. ~~are~~If ~~met~~actual ~~and~~fair byvalue ais ~~government~~less ~~representative~~than atour ~~the~~estimates, ~~point~~long-lived ofassets ~~destination~~may tobe ~~verify~~overstated ~~delivery~~on ~~without~~the ~~damage~~balance ~~during~~sheet ~~transportation~~and a charge would need to be taken against earnings.

~~Revenue~~Pension ~~from~~and ~~certain~~Postretirement ~~equipment~~Benefits: ~~lease~~Pension ~~contracts~~and ispostretirement ~~accounted~~benefit ~~for~~costs asand ~~sales-type~~obligations ~~leases~~are dependent on assumptions used in calculation of these amounts. ~~The~~These ~~present~~assumptions, used by ~~value~~actuaries, ofinclude ~~all~~discount ~~payments~~rates, ~~net~~expected returns on plan assets for funded plans, rates of salary ~~executory~~increases, ~~costs~~health ~~(such~~care ascost ~~legal~~trend ~~fees)~~rates, ismortality ~~recorded~~rates, asparticipant ~~revenue~~demographics and ~~the~~other ~~related~~factors. ~~cost~~We ofconsider ~~the~~current ~~equipment~~market isconditions, ~~charged~~including tointerest ~~cost~~rates, ofin ~~sales~~making these assumptions. ~~The~~We ~~associated~~develop ~~interest~~the isdiscount ~~recorded~~rates ~~over~~ by considering the yields available on high-quality fixed income investments with long-term ofmaturities corresponding to the ~~lease~~related ~~using~~benefit obligation. We develop the ~~interest~~expected ~~method.~~return Inon ~~addition,~~plan ~~net~~assets ~~revenues~~by ~~include~~considering ~~rental~~various ~~revenues earned~~factors, onwhich include the plan’s ~~lease~~targeted ofasset ~~equipment~~allocation ~~held~~percentages, ~~for~~historic ~~rental~~returns, and expected future returns. ~~Rental~~In accordance ~~revenues~~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 ~~period~~assumptions used are appropriate, differences in actual ~~earned~~experience ~~over~~or ~~the~~changes ~~lease~~in ~~term~~assumptions may materially effect our financial position or results of operations.

WeProduct ~~enter~~Liability: ~~into~~Our ~~rental~~business ~~purchase~~exposes ~~guarantee~~us ~~agreements~~to ~~(“RPGs”)~~possible ~~with~~claims ~~some~~for ofpersonal ~~our~~injury ~~customers.~~or ~~These~~death and ~~agreements~~property ~~are~~damage ~~normally~~resulting ~~for~~from athe ~~term~~use of noequipment ~~greater~~that ~~than~~we ~~twelve~~rent ~~months~~or ~~and~~sell. ~~provide~~We ~~for~~maintain ~~rental payments~~insurance ~~with~~through a ~~guaranteed~~combination ~~purchase option at the end~~ of ~~the~~self-insurance ~~agreement.~~retentions, ~~Under~~primary ~~the~~insurance ~~terms~~and ofexcess ~~the RPG, the~~insurance ~~customer~~coverage. isWe ~~obligated~~monitor toclaims ~~purchase~~and ~~the~~potential ~~equipment~~claims ~~at the end~~ of ~~the~~which ~~rental~~we ~~period.~~become ~~The~~aware ~~full~~and ~~amount~~establish isliability ~~recorded~~reserves asfor ~~revenue and~~ the ~~related~~self-insurance ~~cost~~amounts ofbased ~~the~~on ~~equipment~~our ~~is charged to cost of sales at the~~liability ~~inception of the agreement.~~

~~We ship equipment on a limited basis to certain customers on consignment, which under GAAP allows~~29 ~~recognition of the revenues only upon final sale of the equipment by the consignee. At May 1, 2005, we had $4.1 million of inventory on consignment.~~

~~Warranty:~~estimates Wefor ~~establish~~such ~~reserves related to the warranties we provide on our products~~claims. ~~Specific~~Our ~~reserves~~liability ~~are~~estimates ~~maintained~~with ~~for~~respect ~~programs related~~ to ~~equipment~~claims ~~safety~~are ~~and~~based ~~reliability~~on ~~issues.~~internal ~~We establish~~evaluations ~~estimates~~of ~~based on~~ the ~~size~~merits of individual ~~the~~claims ~~population,~~and the ~~type~~reserves ofassigned ~~program,~~by ~~costs~~our toindependent beinsurance ~~incurred~~claims adjustment firm. byThe usmethods ~~and~~of ~~estimated~~making ~~participation.~~such Weestimates ~~maintain~~and ~~additional~~establishing ~~reserves~~the ~~based~~resulting onaccrued ~~the~~liability ~~historical~~are reviewed ~~percentage~~frequently, ~~relationships~~and ofadjustments ~~such~~resulting ~~costs~~from toour ~~equipment~~reviews ~~sales~~are ~~and~~reflected ~~applied~~in to current ~~equipment sales~~earnings. If these estimates and related assumptions change, we may be required to record additional reserves.

~~Additional~~Restructuring ~~information~~and ~~regarding~~Restructuring-Related: ~~our~~These ~~critical~~charges ~~accounting~~and ~~policies~~related isreserves ~~included~~and inaccruals ~~Note~~reflect estimates, 1including those pertaining to separation costs, settlements of ~~the~~contractual obligations ~~Notes~~and toasset ~~Consolidated~~valuations. ~~Financial~~We ~~Statements~~reassess ~~included~~the inreserve ~~our~~requirements ~~annual~~to ~~report~~complete oneach ~~Form~~individual ~~10-K~~plan ~~for~~within the program at the end of each reporting period or as conditions change. Actual experience has been ~~fiscal~~and ~~year~~may ~~ended~~continue ~~July 31,~~to ~~2004~~be different from the estimates used to establish the reserves.

~~Recent~~Revenue ~~Accounting~~Recognition: ~~Pronouncements~~We recognize revenue when all the following criteria are satisfied with regard to a specific transaction: persuasive evidence of a sales arrangement exists; the price is fixed or determinable; collectibility of cash is reasonably assured; and delivery has occurred or services have been rendered. For the majority of the Company’s sales, we recognize revenue when title is transferred to the customer as soon as the product is shipped. For a portion of the Company’s sales, primarily in Europe, we recognize revenue when title is transferred to the customer upon receipt at the customer’s location. In addition, certain sales, including our 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 nine months of fiscal 2006, less than 1.0% of our sales were invoiced and the revenue recognized prior to customers taking physical possession. In order for us to recognize revenue on the Millennia Military Vehicle (“MMV”) brand of military telehandler products, they must pass inspection by a government QAR at the point of production to insure special paint requirements are met and by a government representative at the point of destination to verify delivery without damage during transportation.

~~Information~~The ~~regarding~~terms ~~recent~~for ~~accounting~~sales ~~pronouncements~~transactions iswith ~~included~~some inof ~~Note~~our 2distributors and customers may include specific volume-based incentives, which are calculated and paid or credited on account as a percentage of actual purchases. We account for these incentives as sales discounts at the ~~Notes~~time toof revenue ~~Condensed~~recognition ~~Consolidated~~as ~~Financial~~a ~~Statements~~direct reduction of ~~the~~sales. ~~report~~We review our accrual for sales incentives on a quarterly basis and any adjustments are reflected in current earnings.

~~Outlook~~We account for certain equipment lease contracts 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, we lease equipment held for rental and recognize rental revenues in the period they are earned over the lease term.

~~Economic~~We ~~activity,~~enter ~~particularly~~into ~~commercial~~rental ~~and~~purchase ~~non-residential~~guarantee ~~construction~~agreements ~~activity,~~(“RPGs”) ~~the~~with ~~primary drivers~~some of ~~equipment~~our ~~demand, continues at a healthy pace~~customers. ~~Fleet~~These agreements ~~age,~~are ~~rental~~normally ~~and utilization rates~~ for ~~our~~a ~~type~~term of ~~equipment~~no ~~continues~~greater tothan ~~drive~~twelve ~~demand~~months inand ~~most~~provide ~~all~~for ~~geographic~~rental ~~regions and product~~payments ~~lines.~~with ~~Rental~~a ~~companies~~guaranteed ~~are~~purchase ~~continuing~~option ~~their~~at ~~strong~~the ~~pace~~end of ~~equipment refreshment propelled by some of~~ the ~~highest~~agreement. ~~utilization~~At ~~rates they have seen since~~ the ~~last~~inception ~~cycle~~of ~~peak in 2000. If historical patterns hold true, in~~ the ~~near- to mid-term~~agreement, we ~~should~~record bethe ~~moving~~full ~~from~~amount adue ~~strong~~under ~~cyclical recovery~~the ~~into~~agreement ~~an expansion phase~~ as ~~improving~~revenue ~~economic conditions in our principal markets~~ and ~~higher~~ ~~construction~~the ~~spending~~related ~~continue~~cost toof ~~drive demand. We also expect~~ the ~~continuing improvement~~equipment ofis ~~component~~charged ~~availability~~ to ~~help~~cost ~~drive~~of ~~operating efficiency gains~~sales.

~~ITEM~~We 3ship 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. ~~QUANTITATIVE~~At ~~AND~~April 30, 2006, ~~QUALITATIVE~~we ~~DISCLOSURES~~had ~~ABOUT~~$9.5 million ~~MARKET~~of ~~RISK~~inventory on consignment.

Warranty: We ~~are~~establish ~~exposed~~reserves related to ~~market~~the ~~risk~~warranties ~~from~~we ~~changes~~provide inon ~~interest~~our ~~rates~~products. ~~and~~Specific reserves ~~foreign~~are ~~currency~~maintained ~~exchange~~for ~~rates,~~programs related to equipment safety and reliability issues. We ~~which~~establish ~~could~~estimates ~~affect~~based ~~our~~on ~~future~~the ~~results~~size of ~~operations~~the population, the type of program, costs to be incurred by us and ~~financial~~estimated ~~condition~~participation. We ~~manage~~maintain ~~exposure~~additional toreserves based on the historical ~~these~~percentage ~~risks~~relationships ~~principally~~of ~~through~~such ~~our~~costs ~~regular~~to ~~operating~~equipment sales and ~~financing~~applied ~~activities~~to current equipment sales. If these estimates and related assumptions change, we may be required to record additional reserves.

~~We are exposed to changes in interest rates as a result of our outstanding debt. In June 2003, we~~30 ~~entered into a $70.0 million fixed-to-variable interest rate swap agreement with a fixed-rate receipt of 8 3/8% in order to mitigate our~~

26Additional information regarding our critical accounting policies is in Note 1 of the Notes to Consolidated Financial Statements included in our annual report on Form 10-K/A for the fiscal year ended July 31, 2005.

~~Table~~Recent ofAccounting ~~Contents~~Pronouncements

~~interest~~Information ~~rate~~regarding ~~exposure.~~recent ~~The~~accounting ~~basis~~pronouncements ~~of the variable rate paid~~ is ~~the~~included ~~6-month 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 8 1/4%~~ in ~~order~~Note to2 ~~mitigate our interest rate exposure. The basis~~ of the ~~variable~~Notes ~~rate paid is LIBOR plus 5.15%. During fiscal 2003, we terminated our $87.5 million notional fixed-~~to~~-variable interest~~ ~~rate~~Condensed ~~swap~~Consolidated ~~agreement~~Financial ~~with~~Statements ~~a fixed-rate receipt~~ of ~~8 3/8% that we entered into during June 2002, which resulted in a deferred gain of $6.2 million. The remaining deferred gain of $3.1 million will offset interest expense over~~ the ~~remaining life of the debt~~report. ~~At May 1, 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 May 1, 2005 consisted of $126.1 million in variable-rate borrowing and $173.0 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.

WeITEM ~~do not have a material exposure to financial risk from using derivative financial instruments to manage our foreign currency exposures~~3. WeQUANTITATIVE ~~enter~~AND ~~into~~QUALITATIVE ~~certain~~DISCLOSURES ~~foreign~~ABOUT ~~currency~~MARKET ~~contracts,~~RISK 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 Item 7 in our annual report on Form 10-K for the fiscal year ended July 31, 2004.

~~ITEM~~We 4are 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. ~~CONTROLS~~We ~~AND~~manage ~~PROCEDURES~~exposure to these risks principally through our regular operating and financing activities.

~~Evaluation~~We are exposed to changes in interest rates as a result of ~~Disclosure~~our ~~Controls~~outstanding debt. Our outstanding interest rate swap instruments at April 30, 2006 consisted of a $70.0 million notional fixed-to-variable rate swap with a fixed-rate receipt of 8 3/8% and ~~Procedures~~a $62.5 million notional fixed-to-variable rate swap with a fixed-rate receipt of 8 1/4%. The bases of the variable rates paid related to our $70.0 million and $62.5 million interest rate swap instruments are the six month London Interbank Offered Rate (LIBOR) plus 4.51% and 5.15%, respectively. 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.” During fiscal 2003, we terminated our $87.5 million notional fixed-to-variable interest rate swap agreement with a fixed-rate receipt of 8 3/8% that we entered into during June 2002, which resulted in a deferred gain of $6.2 million. The remaining deferred gain of $2.7 million will offset interest expense over the remaining life of the debt. Total interest bearing liabilities at April 30, 2006 consisted of $122.6 million in variable-rate borrowing and $129.4 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 $1.2 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.

~~Our~~For ~~Chief~~additional ~~Executive Officer and Chief Financial Officer~~information, ~~with~~we ~~participation~~refer ofyou ~~other~~to ~~management, evaluated~~Item 7 ~~the~~in ~~effectiveness of~~ our ~~disclosure~~annual ~~controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this~~ report. ~~Based~~ on ~~their~~Form ~~evaluation,~~10-K/A ~~our~~for ~~Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are, to~~ the ~~best of their~~ ~~knowledge,~~fiscal ~~effective~~year toended ~~ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded~~July 31, ~~processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms~~2005.

~~Internal~~ITEM ~~Controls~~4. CONTROLS AND PROCEDURES

WeEvaluation ~~maintain a system~~ of ~~internal~~Disclosure ~~controls~~Controls over financial reporting. Under Section 404 of the Sarbanes-Oxley Act, we will be required to include in our fiscal 2005 annual report on Form 10-K our management’s assessment of the effectiveness of our internal controls over financial reporting as of July 31, 2005. As a result, we have been reviewing our internal controls over financial reporting, improving the related documentation, identifying and ~~remediating any deficiencies that~~Procedures have been identified and developing and implementing a testing process to assess their effectiveness. Notwithstanding this ongoing effort, there have been no significant changes in our internal controls during the third quarter of fiscal 2005 that have materially affected, or are reasonably likely to materially affect, our internal controls. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that failures can occur because of simple error or mistake.

27We maintain disclosure controls and procedures designed to ensure that the information we must disclose in our filings with the Securities and Exchange Commission is recorded, processed, summarized and reported on a timely basis. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has reviewed and evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective.

~~Table~~Changes ofin ~~Contents~~Internal Controls Over Financial Reporting

~~REPORT~~Our OFmanagement ~~INDEPENDENT~~is ~~REGISTERED~~responsible ~~PUBLIC~~for ~~ACCOUNTING~~establishing ~~FIRM~~and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). During the period covered by this report, we made no changes which have materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.

~~The Board of Directors~~31 ~~JLG Industries, Inc.~~

WeREPORT ~~have~~OF ~~reviewed~~INDEPENDENT ~~the~~REGISTERED ~~condensed~~PUBLIC ~~consolidated~~ACCOUNTING ~~balance sheet of JLG Industries, Inc. as of May 1,~~FIRM 2005, and the related condensed consolidated statements of income for the three-month and nine-month periods ended May 1, 2005 and April 25, 2004 and the condensed consolidated statements of shareholders’ equity and cash flows for the nine-month periods ended May 1, 2005 and April 25, 2004. These financial statements are the responsibility of the Company’s management.

WeThe ~~conducted our review in accordance with the standards of the Public Company Accounting Oversight~~ Board ~~(United States). A review~~ of ~~interim financial information consists principally of applying~~Directors ~~analytical~~JLG procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight BoardIndustries, ~~the objective of which is the expression of an opinion regarding the financial statements taken as a whole~~Inc. ~~Accordingly, we do not express such an~~ ~~opinion.~~

~~Based~~We onhave ~~our~~reviewed ~~review,~~the wecondensed ~~are~~consolidated ~~not~~balance ~~aware~~sheet of ~~any~~JLG ~~material~~Industries, ~~modifications~~Inc. ~~that~~as ~~should~~of beApril 30, 2006, ~~made~~and tothe related condensed consolidated statements of income for the three-month and nine-month periods ended April 30, 2006 and May 1, 2005 and the condensed consolidated ~~financial~~ statements of ~~referred~~shareholders’ toequity ~~above~~and cash flows for ~~them~~the tonine-month beperiods inended ~~conformity~~April 30, ~~with~~2006 U.and May 1, S2005. ~~generally~~These ~~accepted~~financial ~~accounting~~statements ~~principles~~are the responsibility of the Company’s management.

We ~~have~~conducted ~~previously~~our ~~audited,~~review in accordance with the standards of the Public Company Accounting ~~Oversight~~ Oversight Board (United States),. ~~the~~A ~~consolidated~~review ~~balance sheet~~ of ~~JLG~~interim ~~Industries,~~financial ~~Inc.~~information asconsists principally of ~~July~~applying ~~31,~~analytical ~~2004,~~procedures and ~~the~~making ~~related~~inquiries ~~consolidated statements~~ of ~~income,~~persons ~~shareholders’~~responsible ~~equity,~~for financial and ~~cash flows~~accounting ~~for~~matters. ~~the~~It ~~year~~is ~~then~~substantially ~~ended~~less ~~not~~in ~~presented~~scope ~~herein,~~than ~~and~~an inaudit ~~our~~conducted ~~report~~in ~~dated~~accordance ~~September 19,~~with ~~2004,~~the westandards ~~expressed~~of anthe ~~unqualified~~Public ~~opinion~~Company onAccounting ~~those~~Oversight ~~consolidated financial statements. In our opinion~~Board, the ~~information~~ ~~set~~objective ~~forth~~of inwhich is the ~~accompanying~~expression ~~condensed consolidated balance sheet as~~ of ~~July 31, 2004,~~an isopinion ~~fairly~~regarding ~~stated,~~the infinancial ~~all~~statements ~~material~~taken ~~respects,~~as ina ~~relation~~whole. toAccordingly, ~~the~~we ~~consolidated~~do ~~balance~~not ~~sheet~~express ~~from which~~such ~~it has been derived~~an opinion.

~~/s/~~Based ~~Ernst~~on &our ~~Young~~review, ~~LLP~~we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U. S. generally accepted accounting principles.

~~Baltimore~~We have previously audited, ~~Maryland~~in accordance with the standards of the Public Company Accounting ~~May~~Oversight Board (United States), the consolidated balance sheet of JLG Industries, Inc. as of July 31, 2005, and the related consolidated statements of income, shareholders’ equity, and cash flows for the year then ended not presented herein, and in our report dated September 1816, 2005, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of July 31, 2005, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

28/s/ Ernst & Young LLP

~~Table~~Baltimore, ofMaryland May 24, ~~Contents~~2006

~~PART II OTHER INFORMATION~~32

~~ITEM~~PART 1II —OTHER ~~LEGAL PROCEEDINGS~~INFORMATION

OnITEM February 27, 2004, we announced that the SEC had begun an informal inquiry relating to accounting and financial reporting following our February 18, 2004 announcement that we would be restating our audited financial statements for the fiscal year ended July 31, 2003 and for the first fiscal quarter ended October 26, 20031. ~~The~~– ~~notification~~LEGAL ~~advised that the existence of the~~PROCEEDINGS inquiry should not be construed as an expression or opinion of the SEC that any violation of law has occurred, nor should it reflect adversely on the character or reliability of any person or entity or on the merits of our securities. We continue to cooperate with any requests for information from the SEC related to the informal inquiry.

WeOn ~~make~~February 27, ~~provisions~~2004, we announced that the SEC had begun an informal inquiry relating to accounting ~~probable~~and ~~product~~financial ~~liability~~reporting ~~claims.~~following ~~For~~our ~~information~~February 18, ~~relative~~2004 toannouncement that we would be ~~product~~restating ~~liability~~our ~~claims~~audited financial statements for the fiscal year ended July 31, ~~see~~2003 ~~Note~~and 11for the first fiscal quarter ended October 26, 2003. The notification advised that the existence of the inquiry ~~Notes~~should tonot ~~Condensed~~be ~~Consolidated~~construed ~~Financial~~as ~~Statements,~~an expression or opinion of the SEC that any violation of law ~~Item 1~~has occurred, nor should it reflect adversely on the character or reliability of ~~Part I~~any person or entity or on the merits of ~~this~~our ~~report~~securities. We continue to cooperate with any requests for information from the SEC related to the informal inquiry.

~~ITEMS~~We 2make -provisions 5relating to probable product liability claims. For information relative to product liability claims, see Note 13 of the Notes to Condensed Consolidated Financial Statements, Item 1 of Part I of this report.

~~None/not~~ITEM ~~applicable~~2. – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~ITEM~~The 6following —table ~~EXHIBITS~~presents ~~AND~~information ~~REPORTS~~with ONrespect ~~FORM~~to 8purchases of our common stock made during the three months ended April 30, 2006 by us, as defined in Rule 10b-K18(a)(3) under the Exchange Act.

The following exhibits are included herein:

(c)

Total

(d)

Number

Maximum

of Shares

Number of

(b)

Purchased

Shares that

Average

as Part of

May Yet Be

(a)

Price

Publicly

Purchased

Total Number

Paid

Announced

Under the

of Shares

Per

Plans or

Period

Purchased ¹

Programs

January 30, 2006 through March 5, 2006

March 6, 2006 through April 2, 2006

852

29.38

April 3, 2006 through April 30, 2006

Total

852

29.38

	12	Statement Regarding Computation of Ratios
	15	Letter re: Unaudited Interim Financial Information
	31.1	Section 302 Certification of Chief Executive Officer
	31.2	Section 302 Certification of Chief Financial Officer
	32.1	Section 906 Certification of Chief Executive Officer
	32.2	Section 906 Certification of Chief Financial Officer
	99	Cautionary Statements Pursuant to the Securities Litigation Reform Act

The total number of shares purchased represents shares surrendered to us to satisfy minimum tax withholding obligations in connection with the vesting of restricted stock issued to employees.

29We have not made any unregistered sales of our securities during the three months ended April 30, 2006.

~~Table~~ITEMS of3 - ~~Contents~~5.

~~SIGNATURES~~None/not applicable.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused~~33 ~~this report to be signed on its behalf by the undersigned thereunto duly authorized.~~

		JLG INDUSTRIES, INC.
		(Registrant)
Date: May 26, 2005		/s/ James H. Woodward, Jr.
		James H. Woodward, Jr.
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial Officer)
Date: May 26, 2005		/s/ John W. Cook
		John W. Cook
		Chief Accounting Officer
		(Chief Accounting Officer)

ITEM 6. – EXHIBITS

30The following exhibits are included herein:


12		Statement Regarding Computation of Ratios

15		Letter re: Unaudited Interim Financial Information

31.1		Section 302 Certification of Chief Executive Officer

31.2		Section 302 Certification of Chief Financial Officer

32.1		Section 906 Certification of Chief Executive Officer

32.2		Section 906 Certification of Chief Financial Officer

99		Cautionary Statements Pursuant to the Securities Litigation Reform Act of 1995

SIGNATURES

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


	JLG INDUSTRIES, INC. (Registrant)
Date: May 31, 2006	/s/ James H. Woodward, Jr.
	James H. Woodward, Jr.
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)



Date: May 31, 2006	/s/ John W. Cook
	John W. Cook
	Chief Accounting Officer (Chief Accounting Officer)

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