The access equipment market is highly cyclical and impacted
(i)by the strength of economies in general, (ii)by residential
and non-residential construction spending, (iii)by the ability
of rental companies to obtain third-party financing to purchase
revenue generating assets, (iv)by capital expenditures of
rental companies in general, including the rate at which they
replace aged rental equipment, which is impacted in part by
historical purchase levels, including lower levels of
purchasing during the Great Recession, which we believe is
contributing to a decrease in access equipment sales, (v)by the
timing of engine emissions standards changes, and (vi)by other
factors, including oil and gas related activity. The ready-mix
concrete market that we serve is highly cyclical and impacted
by the strength of the economy generally, by the number of
housing starts and by other factors that may have an effect on
the level of concrete placement activity, either regionally or
nationally. Refuse collection vehicle markets are also cyclical
and impacted by the strength of economies in general, by
municipal tax receipts and by the size and timing of capital
expenditures, including replacement demand, by large waste
haulers. Fire emergency markets are cyclical later in an
economic downturn and are impacted by the economy generally and
by municipal tax receipts and capital expenditures.

The global economic recovery has progressed at a slow pace,
which has negatively impacted sales volumes for our access
equipment and concrete placement products as compared to
historical levels. Lower U.S. and European housing starts and
non-residential construction spending compared to historical
levels are limiting potential sales volume increases in the
access equipment and commercial segments. In addition, lower
U.S. housing starts since fiscal 2008 versus historical levels
also adversely impacted municipal tax revenue, which negatively
impacted demand for refuse collection vehicles and fire trucks
and delayed the recovery in these markets. Beginning in the
second half of fiscal 2015, we experienced a slowdown in access
equipment orders and purchases due to the impact of lower oil
and gas prices on access equipment rental utilization and lower
cyclical replacement demand. We believe this slowdown will
continue through fiscal 2017. A lack of sustained improvement
in residential and non-residential construction spending
generally may result in our inability to achieve our sales
expectations or cause future weakness in demand for our
products. We currently believe construction-driven demand will
not be adequate to fully offset anticipated reduced access
equipment replacement demand resulting from very low industry
purchases in 2009 and 2010 leading to an expected 7% sales
decline in our access equipment segment in fiscal 2017 as
compared to fiscal 2016. Despite modest U.S. construction
growth over the past year, access equipment and concrete mixer
customers have adopted a cautious approach to fleet
replacement/expansion, generally wanting to confirm that
construction activity in the U.S. will support solid rental
fleet utilization and rental rates. All of these factors,
whether taken together or individually, could result in lower
demand for our products. We cannot provide any assurance that
the slow economic recovery will not progress even more slowly
than what we or the market expect. If the global economic
recovery progresses more slowly than what we or the market
expect, then there could be an adverse effect on our net sales,
financial condition, profitability and/or cash flows.

Our dependency on contracts with U.S. and foreign
government agencies subjects us to a variety of risks that
could materially reduce our revenues or profits.

We are dependent on U.S. and foreign government contracts for a
substantial portion of our business. Approximately 19% of our
sales in fiscal 2016 were to the DoD. That business is subject
to the following risks, among others, that could have a
material adverse effect on our operating performance:

Our business is susceptible to changes in the U.S. defense
budget, which changes may reduce revenues that we expect from
our defense business, especially in light of federal budget
pressures, lower levels of U.S. ground troops deployed in
foreign conflicts, including Iraq and Afghanistan,
sequestration and the level of defense funding that will be
allocated to the DoDs tactical wheeled vehicle strategy
generally.

The U.S. government may not budget for or appropriate funding
that we expect for our U.S. government contracts, including
funding we expect from the 2017 budget authorization, which may
prevent us from realizing revenues under current contracts or
receiving additional orders that we anticipate we will receive.
The DoD could also seek to reprogram certain funds originally
planned for the purchase of vehicles manufactured by us under
the current defense budget allocations.

The funding of U.S. government programs is subject to an annual
congressional budget authorization and appropriation process.
In years when the U.S. government has not completed its budget
process before the end of its fiscal year, government
operations are typically funded to a continuing resolution,
which allows federal government agencies to operate at spending
levels approved in the previous budget

cycle but does not authorize new spending initiatives. When the
U.S. government operates under a continuing resolution, delays
can occur in the procurement of the products, services and
solutions that we provide and may result in new initiatives
being delayed or cancelled, or funds could be reprogrammed away
from our programs to pay for higher priority operational needs.
The U.S. government is currently operating under a continuing
resolution budget that funds the federal government through
April28, 2017. In years when the U.S. government fails to
complete its budget process or to provide for a continuing
resolution, a federal government shutdown may result. This
could in turn result in the delay or cancellation of key
programs, which could have a negative effect on our cash flows
and adversely affect our future results. In addition, payments
to contractors for services performed during a federal
government shutdown may be delayed, which would have a negative
effect on our cash flows.

Competitions for the award of defense tactical wheeled vehicle
contracts are intense, and we cannot provide any assurance that
we will be successful in the defense tactical wheeled vehicle
procurement competitions in which we participate.

Certain of our government contracts for the U.S. Army and U.S.
Marine Corps could be delayed or terminated, and all such
contracts expire in the future and may not be replaced, which
could reduce revenues that we expect under the contracts and
negatively affect margins in our defense segment.

The Competition in Contracting Act requires competition for
U.S. defense programs in most circumstances. Competition for
DoD programs that we currently have could result in the U.S.
government awarding future contracts to another manufacturer or
the U.S. government awarding the contracts to us at lower
prices and operating margins than we experience under the
current contracts. In particular, the DoD has begun a process
to recompete the Family of Medium Tactical Vehicles (FMTV)
program. The U.S. government issued requests for proposal from
interested parties in October2016 to produce FMTVs for a
five-year period starting in fiscal 2021. The proposal
submissions are due in May2017, and we expect a new FMTV
production contract award to the successful bidder in fiscal
2018.

Defense tactical wheeled vehicles contract awards that we
receive may be subject to protests or lawsuits by competing
bidders, which protests or lawsuits, if successful, could
result in the DoD revoking part or all of any defense tactical
wheeled vehicles contract it awards to us and our inability to
recover amounts we have expended in anticipation of initiating
production under any such contract.

Most of our contracts with the DoD are multi-year firm,
fixed-price contracts. These contracts typically contain annual
sales price increases. Under the Joint Light Tactical Vehicle
(JLTV) contract, we bear the risk of material, labor and
overhead cost escalation for the full eight years of the
contract, which is 3 to 5 years longer than has been the case
under our other defense contracts. We attempt to limit the risk
related to raw material price fluctuations in the defense
segment by obtaining firm pricing from suppliers at the time a
contract is awarded. However, if these suppliers do not honor
their contracts, then we could face margin pressure.
Furthermore, if our actual costs on any of these contracts
exceed our projected costs, it could result in profits lower
than historically realized or than we anticipate or net losses
under these contracts.

We account for certain DoD contracts, the largest of which is
the JLTV contract, utilizing the cost to cost method of
percentage-of-completion accounting, which requires the use of
estimates. This accounting requires judgment relative to
assessing risks, estimating revenues and costs and making
assumptions for delivery schedule and technical issues. Due to
the size and nature of the JLTV contract, the estimation of
total revenues and cost at completion is complicated and
subject to many variables. We must make assumptions regarding
the expected increases in wages and employee benefits,
productivity and availability of labor, material costs and
allocated fixed costs. Changes to model mix, production costs
and rates, learning curve, supplier performance and/or
certification issues can also impact these estimates. Any
change in estimates relating to JLTV program costs may
adversely affect future financial performance. Changes in
underlying assumptions, circumstances or estimates could have a
material adverse effect on our net sales, financial condition,
profitability and/or cash flows.

We must spend significant sums on product development and
testing, bid and proposal activities, and pre-contract
engineering, tooling and design activities in competitions to
have the opportunity to be awarded these contracts.

Our defense products undergo rigorous testing by the customer
and are subject to highly technical requirements. Our products
are inspected extensively by the DoD prior to acceptance to
determine adherence to contractual technical and quality
requirements. The recently awarded JLTV contract contains
product testing requirements that are generally more rigorous
than our other DoD contracts. Any failure to pass these tests
or to comply with these requirements could result in
unanticipated retrofit and rework costs, vehicle design
changes, delayed acceptance of vehicles, late or no payments
under such contracts or cancellation of the contract to provide
vehicles to the U.S. government.

As a U.S. government contractor, our U.S. government contracts
and systems are subject to audit and review by the Defense
Contract Audit Agency and the Defense Contract Management
Agency. These agencies review our performance under our U.S.
government contracts, our cost structure and our compliance
with laws and regulations applicable to U.S. government
contractors. Systems that are subject to review include, but
are not limited to, our accounting systems, estimating systems,
material management systems, earned value management systems,
purchasing systems and government property systems. If improper
or illegal activities, errors or system inadequacies come to
the attention of the U.S. government, as a result of an audit
or otherwise, then we may be subject to civil and criminal
penalties, contract adjustments and/or agreements to upgrade
existing systems as well as administrative sanctions that may
include the termination of our U.S. government contracts,
forfeiture of profits, suspension of payments, fines and, under
certain circumstances, suspension or debarment from future U.S.
government contracts for a period of time. Whether or not
illegal activities are alleged and regardless of materiality,
the U.S. government also has the ability to decrease or
withhold certain payments when it deems systems subject to its
review to be inadequate. These laws and regulations affect how
we do business with our customers and, in many instances,
impose added costs on our business.

Our defense business may fluctuate significantly from time to
time as a result of the start and completion of existing and
new domestic and international contract awards that we may
receive. Our defense tactical wheeled vehicle contracts are
large in size and require significant personnel and production
resources, and when our defense tactical wheeled vehicle
customers allow such contracts to expire or significantly
reduce their vehicle requirements under such contracts, we must
make adjustments to personnel and production resources. The
start and completion of existing and new contract awards that
we may receive can cause our defense business to fluctuate
significantly. Between June2013 and December2014, we had
significant reductions to our production and office workforce
within our defense segment. We began to ramp up our production
workforce in August2016 to support sales of international Mine
Resistant Ambush Protected-All Terrain Vehicles (M-ATV) and the
JLTV program. If we are unable to effectively ramp up our
workforce, our future earnings and cash flows would be
adversely affected.

We face uncertainty regarding timing of funding or payments on
key large international defense tactical wheeled vehicle
contracts, including contracts for M-ATVs. We have made
commitments to purchase materials and components based on the
expectation that we would receive timely funding or payments
under those M-ATV contracts. If we do not receive timely
funding or payments under those M-ATV contracts, disruptions
may result to our manufacturing and delivery schedules, and
correspondingly to our suppliers, that could cause us to record
higher product costs and potentially charges for excess or
obsolete inventory to the extent we build product and are
unable to complete contracts or find alternate uses for the
materials and components and cannot otherwise realize value for
them. Uncertainty regarding timing of funding or payment could
also cause us to delay shipment of products which could impact
our ability to recognize revenue.

We periodically experience difficulties with sourcing
sufficient vehicle carcasses from the U.S. military to maintain
our defense tactical wheeled vehicles remanufacturing schedule,
which can create uncertainty and inefficiencies for this area
of our business.

We may not be able to execute on our MOVE
strategy.

During our September2016 Analyst Day, we announced our evolved
MOVE strategy, which is our strategy to deliver long-term
growth and earnings for our shareholders. We cannot provide any
assurance we will be able to successfully execute our MOVE
strategy, which is subject to a variety of risks, including the
following:

Our inability to adopt the use of standard processes and tools
to drive improved customer satisfaction;

Our inability to expand our aftermarket parts and service
availability;

Our inability to improve our product quality;

Our inability to improve margins through simplification
actions;

Our failure to realize product, process and overhead cost
reduction targets;

Our inability to design new products that meet our customers
requirements and bring them to market;

Higher costs than anticipated to launch new products or delays
in new product launches; and

Slow adoption of our products in emerging markets and/or our
inability to successfully execute our emerging market growth
strategy.

We expect to incur costs and charges as a result of
restructuring of facilities or operations that we expect will
reduce on-going costs. These actions may be disruptive to our
business and may not result in anticipated cost
savings.

Periodically we restructure facilities and operations in an
effort to make our business more efficient. During the fourth
quarter of fiscal 2016 we announced our plan to outsource
aftermarket parts distribution in the access equipment segment
to a third party logistics company. In January2017, we
announced plans to close our access equipment manufacturing
plant and pre-delivery inspection facilities in Belgium, the
streamlining of telehandler product offerings to a reduced
range in Europe, the transfer of remaining European telehandler
manufacturing to our facility in Romania and reduce engineering
staff supporting European telehandlers, including the closure
of our UK-based engineering facility. The announced plans also
include the move of North American telehandler production from
Ohio to facilities in Pennsylvania. We expect implementation
costs for these actions to be between $45million and
$50million, pre-tax, including approximately $10million of
non-cash charges. We recognized $17.2million of
restructuring-related costs in the second quarter of fiscal
2017 and expect to recognize the majority of the remaining
costs to implement these actions in fiscal 2017. In the future,
we may incur additional costs, asset impairments and
restructuring charges in connection with such consolidations,
workforce reductions and other cost reduction measures that
have adversely affected, and to the extent incurred in the
future would adversely affect, our future earnings and cash
flows. This is particularly true in our commercial segment
where additional restructuring actions may be required as a
result of challenging market conditions we are experiencing in
this segment. Such actions may be disruptive to our business.
This may result in production inefficiencies, product quality
issues, late product deliveries or lost orders as we begin
production at consolidated facilities or outsource activities
to third parties, which would adversely impact our sales
levels, operating results and operating margins. Furthermore,
we may not realize the cost savings that we expect to realize
as a result of such actions.

Raw material price fluctuations may adversely
affect our results.

We purchase, directly and indirectly through component
purchases, significant amounts of steel, aluminum,
petroleum-based products and other raw materials annually.
Steel, aluminum, fuel and other commodity prices have
historically been highly volatile. For example, between
March2016 and March2017, U.S. steel prices increased almost
45%. Costs for these items may increase, or remain at increased
levels, in the future due to one or more of the following: a
sustained economic recovery, the level of tariffs imposed on
imported steel or a weakening U.S. dollar. Increases in
commodity costs negatively impact the profitability of orders
in backlog as prices on those orders are usually fixed. If we
are not able to recover commodity cost increases through price
increases to our customers on new orders, then such increases
will have an adverse effect on our financial condition,
profitability and/or cash flows. Additionally, if commodity
costs decrease and we are unable to negotiate timely component
cost decreases commensurate with any decrease in commodity
costs, then our higher component prices could put us at a
material disadvantage as compared to our competition which
could have a material adverse effect on our net sales,
financial condition, profitability and/or cash flows.

A disruption or termination of the supply of parts,
materials, components and final assemblies from third-party
suppliers could delay sales of our vehicles and vehicle
bodies.

We have experienced, and may in the future experience,
significant disruption or termination of the supply of some of
our parts, materials, components and final assemblies that we
obtain from sole source suppliers or subcontractors. We may
also incur a significant increase in the cost of these parts,
materials, components or final assemblies. These risks are
increased in a weak economic environment and when demand
increases coming out of an economic downturn. Such disruptions,
terminations or cost increases have resulted and could further
result in manufacturing inefficiencies due to us having to wait
for parts to arrive on the production line, could delay sales
and could result in a material adverse effect on our net sales,
financial condition, profitability and/or cash flows.

We are subject to fluctuations in exchange rates
associated with our non-U.S. operations that could adversely
affect our results of operations and may significantly affect
the comparability of our results between financial
periods.

Approximately 24% of our net sales in fiscal 2016 were
attributable to products sold outside of the United States, of
which approximately 70% involved export sales from the United
States. The majority of export sales are denominated in U.S.
dollars. Sales that originate outside the United States are
typically transacted in the local currencies of those
countries. Fluctuations in foreign currency, as we experienced
during fiscal 2015 and 2016, can have an adverse impact on our
sales and profits as amounts that are measured in foreign
currency are translated back to U.S. dollars. We have sales of
inventory denominated in U.S. dollars to certain of our
subsidiaries that have functional currencies other than the
U.S. dollar. The exchange rates between many of these
currencies and the U.S. dollar have fluctuated significantly in
recent years and may fluctuate significantly in the future. On
June23, 2016, the United Kingdom held a referendum in which a
majority of voters voted for the United Kingdom to exit the
European Union (Brexit), the announcement of which resulted in
a significant devaluation of the British pound sterling. Such
fluctuations, in particular those with respect to the Euro, the
Chinese renminbi, the Canadian dollar, the Mexican peso, the
Brazilian real, the Australian dollar and the British pound
sterling, may have a material effect on our net sales,
financial condition, profitability and/or cash flows and may
significantly affect the comparability of our results between
financial periods. In addition, any appreciation in the value
of the U.S. dollar in relation to the value of the local
currency of those countries where our products are sold will
increase our costs of goods in our foreign operations, to the
extent such costs are payable in U.S. dollars, and impact the
competitiveness of our product offerings in international
markets.

We may experience losses in excess of our recorded
reserves for doubtful accounts, finance receivables, notes
receivable and guarantees of indebtedness of
others.

As of March31, 2017, we had consolidated gross receivables of
$1.02billion. In addition, we were subject to obligations to
guarantee customer indebtedness to third parties of
$583.5million, under which we estimate our maximum exposure to
be $118.1million. We evaluate the collectibility of open
accounts, finance receivables, notes receivable and our
guarantees of indebtedness of others based on a combination of
factors and establish reserves based on our estimates of
potential losses. In circumstances where we believe it is
probable that a specific customer will have difficulty meeting
its financial obligations, a specific reserve is recorded to
reduce the net recognized receivable to the amount we expect to
collect, and/or we recognize a liability for a guarantee we
expect to pay, taking into account any amounts that we would
anticipate realizing if we are forced to repossess the
equipment that supports the customers financial obligations to
us. We also establish additional reserves based upon our
perception of the quality of the current receivables, the
current financial position of our customers and past
collections experience. Prolonged or more severe economic
weakness may result in additional requirements for specific
reserves. During periods of economic weakness, the collateral
underlying our guarantees of indebtedness of customers or
receivables can decline sharply, thereby increasing our
exposure to losses. We also face a concentration of credit risk
as the access equipment segments ten largest debtors at
March31, 2017 represented approximately 31% of our consolidated
gross receivables. Some of these customers are highly
leveraged. We may incur losses in excess of our recorded
reserves if the financial condition of our customers were to
deteriorate or the full amount of any anticipated proceeds from
the sale of the collateral supporting our customers financial
obligations is not realized. Our cash flows and overall
liquidity may be materially adversely affected if any of the
financial institutions that finance our customer receivables
become unable or unwilling, due to unfavorable economic
conditions, a weakening of our or their financial position or
otherwise, to continue providing such credit.

An impairment in the carrying value of goodwill and
other indefinite-lived intangible assets could negatively
affect our operating results.

We have a substantial amount of goodwill and other
indefinite-lived intangible assets on our balance sheet as a
result of acquisitions we have completed. At March31, 2017,
approximately 89% of these intangibles were concentrated in the
access equipment segment. We evaluate goodwill and
indefinite-lived intangible assets for impairment at least
annually, or more frequently if potential interim indicators
exist that could result in impairment. Events and conditions
that could result in impairment include a prolonged period of
global economic weakness, a decline in economic conditions or a
slow, weak economic recovery, a sustained decline in the price
of our common stock, adverse changes in the regulatory
environment, adverse changes in the market share of our
products, adverse changes in interest rates, or other factors
leading to reductions in the long-term sales or profitability
that we expect. Determination of the fair value of a reporting
unit includes developing estimates which are highly subjective
and incorporate calculations that are sensitive to minor
changes in underlying assumptions. Managements assumptions
change as more information becomes available. Changes in these
events and conditions or other assumptions could result in an
impairment charge in the future, which could have a significant
adverse impact on our reported earnings.

Financing costs and restrictive covenants in our
current debt facilities could limit our flexibility in managing
our business and increase our vulnerability to general adverse
economic and industry conditions.

Our credit agreement contains financial and restrictive
covenants which, among other things, require us to satisfy
quarter-end financial ratios, including a leverage ratio, a
senior secured leverage ratio and an interest coverage ratio.
Our ability to meet the financial ratios in such covenants may
be affected by a number of risks or events, including the risks
described in this Current Report on Form8-K and events beyond
our control. The indentures governing our senior notes also
contain restrictive covenants. Any failure by us to comply with
these restrictive covenants or the financial and restrictive
covenants in our credit agreement could have a material adverse
effect on our financial condition, results of operations and
debt service capability.

Our access to debt financing at competitive risk-based interest
rates is partly a function of our credit ratings. Our current
long-term credit ratings are BB with stable outlook from
Standard Poors Rating Services and Ba2 with stable outlook from
Moodys Investors Service. A downgrade to our credit ratings
could increase our interest rates, could limit our access to
public debt markets, could limit the institutions willing to
provide us credit facilities, and could make any future credit
facilities or credit facility amendments more costly and/or
difficult to obtain. In addition, an increase in general
interest rates, like increases currently being contemplated by
the United States Federal Reserve, would also increase our cost
of borrowing under our credit agreement.

We had $835million of debt outstanding as of March31, 2017,
which consisted primarily of a $335million term loan under our
credit agreement maturing in March2019 and $500million of
senior notes, $250million of which mature in March2022 and
$250million of which mature in March2025. Our ability to make
required payments of principal and interest on our debt will
depend on our future performance, which, to a certain extent,
is subject to general economic, financial, competitive,
political and other factors, some of which are beyond our
control. As we discussed above, our dependency on contracts
with U.S. and foreign government agencies subjects us to a
variety of risks that, if realized, could materially reduce our
revenues, profits and cash flows. Accordingly, conditions could
arise that could limit our ability to generate sufficient cash
flows or access borrowings to enable us to fund our liquidity
needs, further limit our financial flexibility or impair our
ability to obtain alternative financing sufficient to repay our
debt at maturity.

The covenants in our credit agreement and the indentures
governing our senior notes, our credit rating, our current debt
levels and the current credit market conditions could have
important consequences for our operations, including:

Render us more vulnerable to general adverse economic and
industry conditions in our highly cyclical markets or economies
generally;

Require us to dedicate a portion of our cash flow from
operations to interest costs or required payments on debt,
thereby reducing the availability of such cash flow to fund
working capital, capital expenditures, research and
development, share repurchases, dividends and other general
corporate activities;

Limit our ability to obtain additional financing in the future
to fund growth working capital, capital expenditures, new
product development expenses and other general corporate
requirements;

Make us vulnerable to increases in interest rates as our debt
under our credit agreement is at variable rates;

Limit our flexibility in planning for, or reacting to, changes
in our business and the markets we serve; and

Limit our ability to pursue strategic acquisitions that may
become available in our markets or otherwise capitalize on
business opportunities if we had additional borrowing capacity.

Security breaches and other disruptions could
compromise our information and expose us to liability, which
could cause our business and reputation to
suffer.

We use our information systems to collect and store
confidential and sensitive data, including information about
our business, our customers and our employees. As technology
continues to evolve, we anticipate that we will collect and
store even more data in the future and that our systems will
increasingly use remote communication features that are
sensitive to both willful and unintentional security breaches.
Much of our value relative to our competitors is derived from
our confidential business information, including vehicle
designs, proprietary technology and trade secrets, and to the
extent the confidentiality of such information is compromised,
we may lose our competitive advantage and our vehicle sales may
suffer.

We also collect, retain and use personal information, including
data we gather from customers for product development and
marketing purposes, and data we obtain from employees. In the
event of a breach in security that allows third parties access
to this personal information, we are subject to a variety of
ever-changing laws on a global basis that require us to provide
notification to the data owners, and that subject us to
lawsuits, fines and other means of regulatory enforcement.
Depending on the function involved, a breach in security may
lead to customers purchasing vehicles from our competitors,
subject us to lawsuits, fines and other means of regulatory
enforcement or harm employee morale.

Our objective is to expand international operations
and sales, the conduct of which subjects us to risks that may
have a material adverse effect on our business.

Expanding international operations and sales is a significant
part of our growth strategy. International operations and sales
are subject to various risks, including political, religious
and economic instability, local labor market conditions, the
imposition of foreign tariffs and other trade barriers, the
impact of foreign government regulations and the effects of
income and withholding taxes, sporadic order patterns,
governmental expropriation, uncertainties or delays in
collection of accounts receivable and differences in business
practices. We may incur increased costs, including increased
supply chain costs, and experience delays or disruptions in
production schedules, product deliveries or payments in
connection with international manufacturing and sales that
could cause loss of revenues and earnings. Among other things,
there are additional logistical requirements associated with
international sales, which increase the amount of time between
the completion of vehicle production and our ability to
recognize related revenue. In addition, expansion into foreign
markets requires the establishment of distribution networks and
may require modification of products to meet local requirements
or preferences. Establishment of distribution networks or
modification to the design of our products to meet local
requirements and preferences may take longer or be more costly
than we anticipate and could have a material adverse effect on
our ability to achieve international sales growth. Some of
these international sales require financing to enable potential
customers to make purchases. Availability of financing to
non-U.S. customers depends in part on the U.S. Export-Import
Bank. If U.S. Export-Import Bank authorization financing is not
secured for certain transactions, we may not be able to
effectively compete for international sales against foreign
competitors who are able to benefit from direct or indirect
financial support from governments where they have operations.
In addition, our entry into certain markets that we wish to
enter may require us to establish a joint venture. Identifying
an appropriate joint venture partner and creating a joint
venture could be more time consuming, more costly and more
difficult than we anticipate.

As a result of our international operations and sales, we are
subject to the Foreign Corrupt Practices Act (FCPA) and other
laws that prohibit improper payments or offers of payments to
foreign governments and their officials for the purpose of
obtaining or retaining business. Our international activities
create the risk of unauthorized payments or offers of payments
in violation of the FCPA by one of our employees, consultants,
sales agents or distributors, because these parties are not
always subject to our control. Any violations of the FCPA could
result in significant fines, criminal sanctions against us or
our employees, and prohibitions on the conduct of our business,
including our business with the U.S. government. We are also
increasingly subject to export control regulations, including,
without limitation, the United States Export Administration
Regulations and the International Traffic in Arms Regulations.
Unfavorable changes in the political, regulatory or business
climate could have a material adverse effect on our net sales,
financial condition, profitability and/or cash flows.

Our results could be adversely affected by severe
weather, natural disasters, and other events in the locations
in which we or our customers or suppliers
operate.

We have manufacturing and other operations in locations prone
to severe weather and natural disasters, including earthquakes,
hurricanes or tsunamis that could disrupt our operations. Our
suppliers and customers also have operations in such locations.
Severe weather or a natural disaster that results in a
prolonged disruption to our operations, or the operations of
our customers or suppliers could delay delivery of parts,
materials or components to us or sales to our customers and
could have a material adverse effect on our net sales,
financial condition, profitability and/or cash flows.

Concrete mixer and access equipment sales also are seasonal
with the majority of such sales occurring in the spring and
summer months, which constitute the traditional construction
season in the Northern hemisphere. The timing of orders for the
traditional construction season in the Northern hemisphere can
be impacted by weather conditions.

The explosion and fire in one of our Dodge Center,
Minnesota production facilities in January2017 may impact our
expectations of future results in our Commercial
Segment.

In January2017, we experienced an explosion and fire in one of
our production facilities in our commercial segment that
injured five team members and resulted in a partial shutdown of
our production facility. We maintain workers compensation,
property/casualty and business interruption insurance for
situations like these, subject to customary
deductible/self-retention amounts. To the extent that the
accident adversely impacts our ability to achieve our operating
plan and/or results in costs that are not covered by insurance,
our expected financial results may be adversely impacted.
Further, if the accident adversely impacts our production
capacity for an extended period of time and we are not able to
make appropriate adjustments, the result may be a loss of
business.

Changes in the tax regimes and related government
policies and regulations in the countries in which we operate
could adversely affect our results and our effective tax
rate.

As a multinational corporation, we are subject to various taxes
in both U.S. and non-U.S. jurisdictions. Due to economic and
political conditions, tax laws, regulations and rates in these
various jurisdictions may be subject to significant change. Our
future effective income tax rate could be affected by changes
in the mix of earnings in countries with differing statutory
tax rates, changes in the valuation of deferred tax assets or
changes in tax laws or their interpretation. Recent
developments, including potential U.S. tax reform discussions,
the European Commissions investigations of illegal state aid as
well as the Organisation for Economic Co-operation and
Development project on Base Erosion and Profit Shifting may
result in changes to long-standing tax principles, which could
adversely affect our effective tax rate or result in higher
cash tax liabilities. Increases in our effective tax rate or
tax liabilities could have a material adverse effect on our
financial condition, profitability and/or cash flows.

Changes in regulations could adversely affect our
business.

Both our products and the operation of our manufacturing
facilities are subject to statutory and regulatory
requirements. These include environmental requirements
applicable to manufacturing and vehicle emissions, government
contracting regulations and domestic and international trade
regulations. A significant change to these regulatory
requirements could substantially increase manufacturing costs
or impact the size or timing of demand for our products, all of
which could make our business results more variable.

In particular, many scientists, legislators and others
attribute climate change to increased levels of greenhouse
gases, including carbon dioxide, which has led to significant
legislative and regulatory efforts to limit greenhouse gas
emissions. Congress has previously considered and may in the
future implement restrictions on greenhouse gas emissions
through a cap-and-trade system under which emitters would be
required to buy allowances to offset emissions of greenhouse
gas. In addition, several states, including states where we
have manufacturing plants, are considering various greenhouse
gas registration and reduction programs. Our manufacturing
plants use energy, including electricity and natural gas, and
certain of our plants emit amounts of greenhouse gas that may
be affected by these legislative and regulatory efforts.
Greenhouse gas regulation could increase the price of the
electricity we purchase, increase costs for our use of natural
gas, potentially restrict access to or the use of natural gas,
require us to purchase allowances to offset our own emissions
or result in an overall increase in our costs of raw materials,
any one of which could increase our costs, reduce our
competitiveness in a global economy or otherwise negatively
affect our business, operations or financial results.

SEC disclosure requirements impose inquiry, diligence and
disclosure obligations with respect to conflict minerals,
defined as tin, tantalum, tungsten and gold, that are necessary
to the functionality of a product manufactured, or contracted
to be manufactured, by an SEC reporting company. Certain of
these minerals are used extensively in components manufactured
by our suppliers (or in components incorporated by our
suppliers into components supplied to us) for use in our
vehicles or other products. Under the rules, an SEC reporting
company must conduct a country of origin inquiry that is
reasonably designed to determine whether any of the conflict
minerals that are necessary to the functionality of a product
manufactured, or contracted to be manufactured, by the company
originated in the Democratic Republic of the Congo or an
adjoining country. If any such conflict minerals originated in
the Democratic Republic of Congo or an adjoining country, the
rulesrequire the issuer to exercise due diligence on the source
of such conflict minerals and their chain of custody with the
ultimate

objective of determining whether the conflict minerals directly
or indirectly financed or benefited armed groups in the
Democratic Republic of the Congo or an adjoining country. The
issuer must then prepare and file with the SEC a report
regarding its diligence efforts. Our supply chain is very
complex and multifaceted. While we have no intention to use
minerals sourced from the Democratic Republic of Congo or
adjoining countries that finance or benefit armed groups, we
have incurred and expect to incur costs to conduct our country
of origin inquiry and, if necessary, to exercise such due
diligence. As mandated by DoD regulations, a significant number
of our suppliers are small businesses, and those small
businesses have limited or no resources to track their sources
of minerals. As a result, we expect significant difficulty in
determining the country of origin or the source and chain of
custody for all conflict minerals used in our products and
disclosing that our products are conflict free (meaning that
they do not contain conflict minerals that directly or
indirectly finance or benefit armed groups in the Democratic
Republic of the Congo or an adjoining country). We may face
reputational challenges if we are unable to verify the country
of origin or the source and chain of custody for all conflict
minerals used in our products or if we are unable to disclose
that our products are conflict free. Implementation of these
rulesmay also affect the sourcing and availability of some
minerals necessary to the manufacture of our products and may
affect the availability and price of conflict minerals capable
of certification as conflict free. Accordingly, we may incur
significant costs as a consequence of these rules, which may
adversely affect our business, financial condition or results
of operations. Other laws or regulations impacting our supply
chain, such as the UK Modern Slavery Act, may have similar
consequences.

Our financial statements are subject to changes in
accounting standards that could adversely impact our
profitability or financial position.

Our financial statements are subject to the application of
generally accepted accounting principles in the United States
of America, which are periodically revised and/or expanded.
Accordingly, from time to time, we must adopt new or revised
accounting standards that recognized authoritative bodies,
including the Financial Accounting Standards Board, have
issued. Recently, accounting standard setters issued new
guidance that further interprets or seeks to revise accounting
pronouncements related to revenue recognition and lease
accounting and issued new standards expanding disclosures. We
discuss the impact of accounting pronouncements that have been
issued but not yet implemented in our annual and quarterly
reports on Form10-K and Form10-Q. We do not provide an
assessment of proposed standards, as such proposals are subject
to change through the exposure process and, therefore, we
cannot meaningfully assess their effects on our financial
statements. It is possible that accounting standards we must
adopt in the future could change the current accounting
treatment that we apply to our consolidated financial
statements and that such changes could have a material adverse
effect on our reported results of operations and/or financial
condition.

Disruptions within our dealer network could
adversely affect our business.

Although we sell the majority of our products directly to the
end user, we market, sell and service products through a
network of independent dealers in the fire emergency segment
and in a limited number of markets for the access equipment and
commercial segments. As a result, our business with respect to
these products is influenced by our ability to establish and
manage new and existing relationships with dealers. While we
have relatively low turnover of dealers, from time to time, we
or a dealer may choose to terminate the relationship as a
result of difficulties that our independent dealers experience
in operating their businesses due to economic conditions or
other factors, or as a result of an alleged failure by us or an
independent dealer to comply with the terms of our dealer
agreement. We do not believe our business is dependent on any
single dealer, the loss of which would have a sustained
material adverse effect upon our business. However, disruption
of dealer coverage within a specific state or other geographic
market could cause difficulties in marketing, selling or
servicing our products and have an adverse effect on our
business, operating results or financial condition.

In addition, our ability to terminate our relationship with a
dealer is limited due to state dealer laws, which generally
provide that a manufacturer may not terminate or refuse to
renew a dealer agreement unless it has first provided the
dealer with required notices. Under many state laws, dealers
may protest termination notices or petition for relief from
termination actions. Responding to these protests and petitions
may cause us to incur costs and, in some instances, could lead
to litigation resulting in lost opportunities with other
dealers or lost sales opportunities, which may have an adverse
effect on our business, operating results or financial
condition.