Joy Global 10Q 2009 Q2 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED May 1, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD from to

Commission File number 001-09299

	JOY GLOBAL INC.
	(Exact Name of Registrant as Specified in Its Charter)


Delaware			39-1566457
(State of Incorporation)			(I.R.S. Employer
			Identification No.)

	100 East Wisconsin Ave, Suite 2780
	Milwaukee, Wisconsin 53202
	(Address of principal executive offices)
	(Zip Code)
	(414) 319-8500
	(Registrant’s Telephone Number, Including Area 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, and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-
accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b -2 of the
Exchange Act. LARGE ACCELERATED FILER [ X ] ACCELERATED FILER o NON-ACCELERATED FILER o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes [ ] No [ X ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,
if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or such shorter period that the registrant was required to submit and post
such files.) Yes o No o

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.

Class		Outstanding at May 28, 2009
Common Stock, $1 par value		102,234,708

JOY GLOBAL INC.

FORM 10-Q -- INDEX

May 1, 2009

PART I. – FINANCIAL INFORMATION		PAGE No.

Item 1 – Financial Statements (unaudited):
	Condensed Consolidated Statement of Income – Quarter and
	Six Months Ended May 1, 2009 and May 2, 2008	4

	Condensed Consolidated Balance Sheet – May 1, 2009
	and October 31, 2008	5

	Condensed Consolidated Statement of Cash Flows –
	Six Months Ended May 1, 2009 and May 2, 2008	6

	Notes to Condensed Consolidated Financial Statements	7 – 29

Item 2 – Management’s Discussion and Analysis of Financial Condition and
	Results of Operations	30 – 40

Item 3 – Quantitative and Qualitative Disclosures About Market Risk		40

Item 4 – Controls and Procedures		40

PART II. – OTHER INFORMATION

Item 1 – Legal Proceedings		41

Item 1A – Risk Factors		41

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		41

Item 3 – Defaults Upon Senior Securities		41

Item 4 – Submission of Matters to a Vote of Security Holders		41

Item 5 – Other Information		42

Item 6 – Exhibits		42

Signature		43

Forward-Looking Statements

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements are identified by forward-looking terms such as “anticipate,” “believe,” “estimate,” “expect,” “indicate,” “may be,” “objective,” “plan,” “predict,” “will be,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. Important factors that could cause our actual results to differ materially from the results anticipated by the forward-looking statements include general economic and industry conditions in the markets in which we operate, risks associated with conducting business in foreign countries, and the risks discussed in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for our fiscal year ended October 31, 2008, and in other filings that we, from time to time, make with the SEC. Any or all of these factors could cause our actual results and financial or legal status for future periods to differ materially from those expressed or referred to in any forward-looking statement. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements

JOY GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(Unaudited)

(In thousands except per share amounts)

				Quarter Ended				Six Months Ended
				May 1,		May 2,		May 1,		May 2,
				2009		2008		2009		2008

Net sales			$	923,500	$	843,133	$	1,678,396	$	1,483,462
Costs and expenses:
	Cost of sales			628,207		620,907		1,141,998		1,049,337
	Product development, selling and
		administrative expenses		107,885		107,953		214,715		209,489
	Other (income) expense			(657)		18		(1,622)		(790)

Operating income				188,065		114,255		323,305		225,426
Interest income				1,615		3,080		3,141		5,644
Interest expense				(8,149)		(8,635)		(16,790)		(15,449)
Reorganization items				(265)		(292)		(400)		(2,176)

Income from continuing operations before income taxes				181,266		108,408		309,256		213,445
Provision for income taxes				(60,725)		(36,300)		(102,975)		(71,426)

Income from continuing operations				120,541		72,108		206,281		142,019
Income from discontinued operations, net of taxes				-		-		-		1,141

Net income			$	120,541	$	72,108	$	206,281	$	143,160

Basic earnings per share:
	Income from continuing operations		$	1.18	$	0.67	$	2.01	$	1.32
	Income from discontinued operations			-		-		-		.01
	Net income		$	1.18	$	0.67	$	2.01	$	1.33

Diluted earnings per share:
	Income from continuing operations		$	1.17	$	0.66	$	2.00	$	1.30
	Income from discontinued operations			-		-		-		.01
	Net income		$	1.17	$	0.66	$	2.00	$	1.31

Dividends per share			$	0.175	$	0.15	$	0.35	$	0.30

Weighted average shares outstanding:
	Basic			102,394		108,255		102,424		108,041
	Diluted			102,877		109,268		102,913		109,121

JOY GLOBAL INC.

CONDENSED CONSOLIDATED BALANCE SHEET

May 1, 2009

(Unaudited)

				May 1,		October 31,
				2009		2008
				(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	181,210	$	201,575
	Accounts receivable, net			623,669		632,194
	Inventories			965,337		805,244
	Other current assets			126,557		99,116
		Total current assets		1,896,773		1,738,129

Property, plant and equipment, net				312,508		289,001
Other intangible assets, net				190,880		195,033
Goodwill				125,008		124,994
Deferred income taxes				240,073		255,313
Other non-current assets				45,047		41,843
		Total assets	$	2,810,289	$	2,644,313


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Short-term notes payable, including current portion
		of long-term obligations	$	27,285	$	26,460
	Trade accounts payable			240,751		291,779
	Employee compensation and benefits			79,931		110,007
	Advance payments and progress billings			510,400		491,675
	Accrued warranties			49,052		46,621
	Other accrued liabilities			159,564		173,809
		Total current liabilities		1,066,983		1,140,351

	Long-term obligations			602,686		540,967
	Accrued pension costs			285,151		286,057
	Other liabilities			140,721		144,464

		Total liabilities		2,095,541		2,111,839

Shareholders’ equity				714,748		532,474

		Total liabilities and shareholders’ equity	$	2,810,289	$	2,644,313

JOY GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

			Six Months Ended
			May 1,		May 2,
			2009		2008
Cash flows from operating activities:
Net income		$	206,281	$	143,160
Add (deduct) – items not affecting cash
	Gain on sale of discontinued operation		-		(1,141)
	Depreciation and amortization		27,985		35,899
	Increase (decrease) in deferred income taxes		3,650		(4,612)
	Excess income tax benefit from exercise of stock options		-		(8,989)
	Change in long-term accrued pension costs		(6,171)		(2,073)
	Other, net		4,560		7,499

Changes in working capital:
	(Increase) decrease in accounts receivable, net		28,910		(30,998)
	Increase in inventories		(138,181)		(95,660)
	Increase in other current assets		(8,899)		(1,952)
	Increase (decrease) in trade accounts payable		(55,574)		14,807
	Increase (decrease) in employee compensation and benefits		(31,305)		7,229
	Increase in advance payments and progress billings		6,933		140,699
	Decrease in other accrued liabilities		(11,337)		(11,332)

Net cash provided by operating activities			26,852		192,536

Cash flows from investing activities:
	Acquisition of business, net of cash acquired		(11,184)		(255,239)
	Property, plant and equipment acquired		(48,659)		(38,479)
	Proceeds from the sale of business		-		9,868
	Other, net		1,174		(1,305)

Net cash used by investing activities			(58,669)		(285,155)

Cash flows from financing activities:
	Exercise of stock options		121		12,914
	Excess income tax benefit from exercise of stock options		-		8,989
	Dividends paid		(35,785)		(32,312)
	Purchases of treasury stock		(13,706)		(17,089)
	Financing fees		-		(1,495)
	Borrowings on long-term obligations, net		60,917		186,938
	Decrease in short-term notes payable		(1,273)		(2,909)

Net cash provided by financing activities			10,274		155,036

Effect of exchange rate changes on cash and cash equivalents			1,178		(2,331)

(Decrease) Increase in Cash and Cash Equivalents			(20,365)		60,086
Cash and Cash Equivalents at Beginning of Period			201,575		173,248

Cash and Cash Equivalents at End of Period		$	181,210	$	233,334

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

1.	Description of Business

Joy Global Inc. is a leading manufacturer and servicer of high-productivity mining equipment for the extraction of coal and other minerals and ores. Our equipment is used in major mining regions throughout the world to mine coal, copper, iron ore, oil sands and other minerals. We operate in three business segments: Underground Mining Machinery (Joy Mining Machinery or “Joy”); Surface Mining Equipment (P&H Mining Equipment or “P&H”); and Crushing & Conveying (“CCC”). Joy is a major manufacturer of underground mining equipment for the extraction of coal and other bedded minerals and offers comprehensive service locations near major mining regions worldwide. P&H is a major producer of surface mining equipment for the extraction of ores and minerals and provides extensive operational support for many types of equipment used in surface mining. CCC is a worldwide leader in conveyor systems for bulk material handling in mining and industrial applications and both surface and underground crushing equipment.

2.	Basis of Presentation

The Condensed Consolidated Financial Statements presented in this quarterly report on Form 10-Q are unaudited and have been prepared by us in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. In our opinion, all adjustments necessary for the fair presentation on a going concern basis of the results of operations, cash flows and financial position for all periods presented have been made. All adjustments made are of a normal recurring nature. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts could differ from the estimates.

These financial statements should be read in conjunction with the financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2008. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

3.	Significant Accounting Policy – Revenue Recognition

We recognize revenue on aftermarket products and services when the following criteria are satisfied: persuasive evidence of an arrangement exists, product delivery and title transfer has occurred or the services have been rendered, the price is fixed and determinable, and collectability is reasonably assured. We recognize revenue on long-term contracts, such as for the manufacture of mining shovels, drills, draglines, roof support systems and conveyor systems, using either the percentage-of-completion or inventory sales method. We generally recognize revenue using the percentage-of-completion method for original equipment that requires a minimum of six months to produce. When using the percentage-of-completion method, sales and gross profit are recognized as work is performed based on the relationship between actual costs incurred and total estimated costs at completion. Sales and gross profit are adjusted prospectively for revisions in estimated total contract costs and contract values. Estimated losses are recognized in full when identified.

We have life cycle management contracts with customers to supply parts and service for terms of 1 to 13 years. These contracts are established based on the conditions the equipment will be operating in, the time horizon that the program will cover, and the expected operating cycle that will be required for the equipment. Based on this information, a model is created representing the projected costs and revenues of servicing the respective machines over the specified contract terms. Accounting for these contracts requires us to make various estimates, including estimates of the relevant machine’s long-term maintenance requirements. Under these contracts, customers are generally billed monthly based on hours of operation or units of production

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands)

achieved by the equipment, with the respective deferred revenues recorded when billed. Revenue is recognized in the period in which parts are supplied or services provided. These contracts are reviewed quarterly by comparison of actual results to original estimates or most recent analysis, with revenue recognition adjusted appropriately for future estimated costs. If a loss is expected at any time, the full amount of the loss is recognized immediately.

In limited circumstances, we have customer agreements that are multiple element arrangements as defined by the Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force (“EITF”) No. 00-21, Revenue Arrangements with Multiple Deliverables. The agreements are assessed for multiple elements based on the following criteria: the delivered item has value to the customer on a standalone basis, there is objective and reliable evidence of the fair value of the undelivered item and the arrangement includes a general right of return relative to the delivered item and delivery or performance of the undelivered item is considered probable and substantially in the control of the vendor. Revenue is then allocated to each identified unit of accounting based on our estimate of their relative fair values.

Revenue recognition involves judgments, including assessments of expected returns, the likelihood of nonpayment, and estimates of expected costs and profits on long-term contracts. We analyze various factors, including a review of specific transactions, historical experience, credit-worthiness of customers, and current market and economic conditions, in determining when to recognize revenue. Changes in judgments on these factors could impact the timing and amount of revenue recognized with a resulting impact on the timing and amount of associated income.

4.	Derivatives

On January 31, 2009 we adopted Statement on Financial Accounting Standards (“SFAS”) No. 161, Disclosures about Derivative Instruments and Hedging Activities – An Amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 changed disclosure requirements for derivative instruments and hedging activities including how and why an entity uses derivative instruments, how derivative instruments are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”), and how derivative instruments and related hedged items affect an entity’s financial statements.

We enter into derivative contracts, primarily foreign currency forward contracts, to hedge the risks of certain identified and anticipated transactions in currencies other than the functional currency of the respective operating unit. The types of risks hedged are those arising from the variability of future earnings and cash flows caused by fluctuations in foreign currency exchange rates. We have designated substantially all of these contracts as cash flow hedges in accordance with SFAS No. 133. These contracts are for forecasted transactions, and committed receivables and payables denominated in foreign currencies and not for speculative purposes.

The following table provides fair value information of our derivative contracts in the condensed consolidated balance sheet as of May 1, 2009:

In thousands		Assets		Liabilities

Foreign currency forward contracts	$	10,245	$	(40,901)

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

The following table provides the contractual amounts of our foreign currency forward contracts as of May 1, 2009:

In thousands		Buy		Sell

Australian Dollar	$	2,439	$	(100)
Brazilian Real		1,657		-
British Pound Sterling		(25,554)		409
Canadian Dollar		(1,318)		(292)
Chilean Peso		1,025		(1,776)
Chinese Yuan		(581)		-
Euro		123		(576)
Hungarian Forint		(104)		(5)
Indian Rupee		(20)		-
Polish Zloty		(107)		-
Russian Ruble		-		(926)
South African Rand		748		-
U.S. Dollar		(2,603)		(3,095)

Total	$	(24,295)	$	(6,361)

We are exposed to certain foreign currency risks in the normal course of our global business operations. For derivative contracts that are designated and qualify for a cash flow hedge, the effective portion of the gain or loss of the derivative contract is recorded as a component of other comprehensive income, net of tax and is reclassified into the income statement, on the same line associated with the underlying transaction and in the same period(s) in which the hedged transaction affects earnings. The maturity of these contracts generally does not exceed 12 months. The majority of the amounts recorded in accumulated other comprehensive loss for existing cash flow hedges is expected to be reclassified into earnings within one year and all of the existing hedges will be reclassified into earnings by December 2010. Ineffectiveness related to these derivative contracts was recorded in the Condensed Consolidated Statement of Income as a gain of $0.7 million for the quarter ended May 1, 2009.

We are exposed to credit-related losses in the event of non-performance by counterparties to our forward exchange contracts. We currently have a concentration of these contracts held with Bank of America, N.A., which maintains an investment grade rating. We do not expect any counterparties, including Bank of America, N.A., to fail to meet their obligations. A contract is generally subject to credit risk only when it has a positive fair value and the maximum exposure is the amount of the positive fair value.

Forward exchange contracts are entered into to protect the value of forecasted transactions and committed future foreign currency receipts and disbursements and consequently any market-related loss on the forward contract would be offset by changes in the value of the hedged item. As a result, we are generally not exposed to net market risk associated with these instruments.

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

The following table summarizes the effect of derivative instruments on the Condensed Consolidated Statement of Income for the quarter ended May 1, 2009:

In thousands		Effective Portion				Ineffective Portion
			Location of		Amount of	Location of		Amount of
		Amount of	Gain/(Loss)		Gain/(Loss)	Gain/(Loss)		Gain/(Loss)
Derivative		Gain/(Loss)	Reclassified		Reclassified	Reclassified		Reclassified
Hedging		Recognized	from AOCI		from AOCI	from AOCI		from AOCI
Relationship		in OCI	into Earnings		into Earnings	into Earnings		into Earnings

Cash Flow Hedges

Foreign currency
forward contracts	$	2,734	Cost of Sales	$	(6,155)	Cost of Sales	$	None

5.	Borrowings and Credit Facilities

Direct borrowings and capital lease obligations consisted of the following:

		May 1,		October 31,
In thousands		2009		2008

6.0% Senior Notes due 2016	$	247,217	$	247,073
6.625% Senior Notes due 2036		148,384		148,374
Term loan		153,125		161,875
Revolving loans		70,000		-
Short-term notes payable		7,492		8,097
Capital leases and other		3,753		2,008
		629,971		567,427
Less: Amounts due within one year		(27,285)		(26,460)

Long-term obligations	$	602,686	$	540,967

We have a $400.0 million unsecured revolving credit facility (“Credit Agreement”) which expires November 10, 2011. Outstanding borrowings bear interest equal to the LIBOR Rate (defined as LIBOR plus 0.5% to 1.25%) or the Base Rate (defined as the higher of the Prime Rate or the Federal Funds Effective Rate plus 0.5%) at our option. We pay a commitment fee ranging from 0.125% to 0.25% on the unused portion of the revolving credit facility based on our credit rating. The Credit Agreement requires the maintenance of certain financial covenants, including covenants related to leverage and interest coverage. The Credit Agreement also restricts payments of dividends or other return of capital based on the consolidated leverage ratio. At May 1, 2009, we were in compliance with all financial covenants in the Credit Agreement and had no restrictions on the payment of dividends or return of capital.

At May 1, 2009, there were $70.0 million outstanding direct borrowings under the Credit Agreement at a weighted average interest rate of 1.078%. Outstanding letters of credit issued under the Credit Agreement, which count toward the $400.0 million credit limit, totaled $142.4 million. At May 1, 2009, there was $187.6 million available for borrowings under the Credit Agreement.

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

Our acquisition that resulted in the creation of CCC was funded in part through a new $175.0 million term loan supplement to the Credit Agreement (“Second Amendment”). The Second Amendment calls for quarterly principal payments of 2.5% of the initial term loan through October 31, 2011, at which time the remaining outstanding principal equal to 62.5% of the initial term loan is due. As of May 1, 2009, $153.1 million is outstanding on the term loan. Outstanding borrowings bear interest equal to the LIBOR Rate which has a weighted average interest rate of 1.067%. As part of the Second Amendment, we have the option to request an increase to the term loan outstanding in an amount not to exceed $75.0 million. No changes were made to existing financial covenants.

In November 2006, we issued $250.0 million aggregate principal amount of 6.0% Senior Notes due 2016 and $150.0 million aggregate principal amount of 6.625% Senior Notes due 2036 (collectively, the “Notes”) with interest on the Notes being paid in arrears semi-annually on May 15 and November 15. The Notes are guaranteed by each of our current and future significant domestic subsidiaries. The Notes were issued in a private placement under an exemption from registration provided by the Securities Act of 1933, as amended (“Securities Act”). In the second quarter of fiscal 2007, the Notes were exchanged for similar notes registered under the Securities Act. At our option, we may redeem some or all of the Notes at a redemption price of the greater of 100% of the principal amount of the Notes to be redeemed or the sum of the present values of the principal amounts and the remaining scheduled interest payments using a discount rate equal to the sum of a treasury rate of a comparable treasury issue plus 0.3% for the 2016 Notes and 0.375% for the 2036 Notes.

6.	Shareholders’ Equity

On February 19, 2009, our Board of Directors declared a cash dividend of $0.175 per outstanding share of common stock. The dividend was paid on March 19, 2009 to all shareholders of record at the close of business on March 5, 2009.

Under our share repurchase program, management is authorized to repurchase up to $2.0 billion in shares of common stock in the open market or through privately negotiated transactions until December 31, 2011. During the quarter ended May 1, 2009, we did not purchase any common stock. During the six months ended May 1, 2009, we have repurchased approximately $13.7 million of common stock representing 608,720 shares. Under our currently authorized share repurchase program we have repurchased approximately $1.1 billion of common stock, representing 23,873,159 shares. Given the current economic environment, we have set a priority for cash accumulation ahead of other discretionary uses of cash, including share repurchases, until either target cash reserves are established or until there is greater clarity in the market outlook.

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

Comprehensive income consisted of the following:

			Quarter Ended				Six Months Ended
			May 1,		May 2,		May 1,		May 2,
In thousands			2009		2008		2009		2008

Net income		$	120,541	$	72,108	$	206,281	$	143,160
Other comprehensive income (loss):
	Pension & postretirement adjustments		47		2,953		94		5,906
	Translation adjustments		28,622		3,446		10,093		(16,706)
	Derivative fair value adjustments		8,880		(191)		441		(3,076)
Total other comprehensive income			37,549		6,208		10,628		(13,876)
Total comprehensive income		$	158,090	$	78,316	$	216,909	$	129,284

7.	Share-Based Compensation

We recognized total share-based compensation expense for the six months ended May 1, 2009 and May 2, 2008 of approximately $9.0 million and $6.6 million, respectively. We recognized total share-based compensation expense for the quarters ended May 1, 2009 and May 2, 2008 of approximately $4.2 million and $2.9 million, respectively.

On February 24, 2009, we granted 4,074 restricted stock units to each of our seven non-employee directors. The number of restricted stock units granted annually to each non-employee director is equal to $75,000 divided by the then current market price of our Common Stock. During the quarter ended May 1, 2009, 22,662 deferred stock units were issued.

Stock Options

A summary of stock option activity under all plans is as follows:

					Aggregate
			Weighted-Average		Intrinsic
	Number of		Exercise Price		Value
In thousands, except per share amounts	Options		per Share		(In Millions)

Outstanding at October 31, 2008	1,957,342	$	38.21	$	9.1

Options granted	2,078,000		21.74
Options exercised	(8,000)		15.21
Options forfeited and cancelled	(168,677)		34.33

Outstanding at May 1, 2009	3,858,665	$	29.55	$	19.0
Exercisable at May 1, 2009	1,281,712	$	30.57	$	8.1

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

8.	Basic and Diluted Net Income Per Share

Basic net income per share is computed based on the weighted-average number of shares outstanding during each period. Diluted net income per share is computed based on the weighted-average number of ordinary shares during each period, plus dilutive potential shares considered outstanding during the period in accordance with SFAS No. 128, Earnings per Share.

The following table sets forth the computation of basic and diluted earnings per share:

			Quarter Ended				Six Months Ended
			May 1,		May 2,		May 1,		May 2,
In thousands except per share data			2009		2008		2009		2008
Numerator:

	Income from continuing operations	$	120,541	$	72,108	$	206,281	$	142,019
	Discontinued operations		-		-		-		1,141
	Net income	$	120,541	$	72,108	$	206,281	$	143,160

Denominator:
	Denominator for basic net income per share -
	Weighted average shares		102,394		108,255		102,424		108,041
	Effect of dilutive securities:
	Stock options, restricted stock units and
	performance shares		483		1,013		489		1,080
	Denominator for diluted net income per share -
	Adjusted weighted average shares and
	assumed conversions		102,877		109,268		102,913		109,121

Basic earnings per share:
	Income from continuing operations	$	1.18	$	0.67	$	2.01	$	1.32
	Discontinued operations		-		-		-		0.01
	Net Income	$	1.18	$	0.67	$	2.01	$	1.33

Diluted earnings per share:
	Income from continuing operations	$	1.17	$	0.66	$	2.00	$	1.30
	Discontinued operations		-		-		-		0.01
	Net Income	$	1.17	$	0.66	$	2.00	$	1.31

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

9.	Goodwill and Intangible Assets

Goodwill and intangible assets with indefinite useful lives are not amortized but are tested for impairment at least annually. Intangible assets with finite useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

				May 1, 2009				October 31, 2008
		Weighted
		Average		Gross				Gross
		Amortization		Carrying		Accumulated		Carrying		Accumulated
In thousands		Period		Amount		Amortization		Amount		Amortization
Finite lived other intangible assets:
	Engineering drawings	6 years	$	2,900	$	(1,331)	$	2,900	$	(1,088)
	Customer relationships	20 years		105,200		(9,931)		105,200		(7,127)
	Backlog	1 year		15,089		(15,089)		15,089		(15,007)
	Non-compete agreements	5 years		5,800		(2,878)		5,800		(2,435)
	Patents	17 years		21,118		(6,352)		21,118		(5,853)
	Unpatented technology	32 years		1,236		(282)		1,236		(200)
	Subtotal			151,343		(35,863)		151,343		(31,710)

Indefinite lived other intangible assets:
	Trademarks			75,400		-		75,400		-

Total other intangible assets			$	226,743	$	(35,863)	$	226,743	$	(31,710)

Changes in the carrying amount of goodwill are as follows:

In thousands		Underground Mining Machinery		Surface Mining Equipment		Crushing & Conveying		Consolidated

Balance as of October 31, 2008	$	7,018	$	7,323	$	110,653	$	124,994

Goodwill acquired during the quarter		3,860		-		-		3,860
Translation adjustments and other		(4,202)		(257)		4,007		(452)

Balance as of January 30, 2009	$	6,676	$	7,066	$	114,660	$	128,402

Translation adjustments and other		-		829		(4,223)		(3,394)

Balance as of May 1, 2009	$	6,676	$	7,895	$	110,437	$	125,008

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

Amortization expense was $2.1 million and $5.5 million for the quarter ended May 1, 2009 and May 2, 2008, respectively and $4.2 million and $6.5 million for the six months ended May 1, 2009 and May 2, 2008, respectively. Estimated annual amortization expense is as follows:

In thousands
For the fiscal year ending:
	2009	$	8,236
	2010		7,945
	2011		7,887
	2012		7,091
	2013		6,411

10.

Contingent Liabilities

We and our subsidiaries are involved in various unresolved legal matters that arise in the normal course of operations, the most prevalent of which relate to product liability (including asbestos-related and silicosis liability), employment, and commercial matters. Also, as a normal part of their operations, our subsidiaries undertake contractual obligations, warranties, and guarantees in connection with the sale of products or services. Although the outcome of these matters cannot be predicted with certainty and favorable or unfavorable resolutions may affect the results of operations on a quarter-to-quarter basis, we believe that the outcome of such legal and other matters will not have a materially adverse effect on our consolidated financial position, results of operations, or liquidity.

From time to time we and our subsidiaries become involved in proceedings relating to environmental matters. We believe that the resolution of such environmental matters will not have a materially adverse effect on our consolidated financial position, results of operations, or liquidity.

At May 1, 2009, we were contingently liable to banks, financial institutions, and others for approximately $179.7 million for outstanding letters of credit, bank guarantees, and surety bonds securing performance of sales contracts and other guarantees in the ordinary course of business. Included in the amount were $20.6 million of outstanding letters of credit or other guarantees issued by non-U.S. banks for non-U.S. subsidiaries.

We have entered into various forward foreign exchange contracts with major domestic and international financial institutions for the purpose of hedging our risk of loss associated with changes in foreign exchange rates. These contracts involve off-balance-sheet market and credit risk. As of May 1, 2009, the notional or face value of forward foreign exchange contracts to which we are a party, in U.S. dollar equivalent terms, was $544.0 million. See further discussion of our forward foreign exchange contracts in Note 4 – Derivatives.

11.

Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 provides a definition of fair value, establishes a framework for measuring fair value within GAAP, and expands disclosures about fair value measurements. SFAS 157 became effective for us November 1, 2008. We have not adopted SFAS No. 157 for non-financial assets and liabilities as permitted by FASB Staff Position No. FAS 157-2, which provided a deferral of such provisions until fiscal 2010.

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

Financial assets and liabilities measured at fair value as of May 1, 2009 consisted of forward foreign exchange contracts. The fair value of the forward foreign exchange contracts, together with the inputs used to develop the fair value measurements, are as follows:

		May 1,		Fair Value Measurements
In thousands		2009		Level 1		Level 2		Level 3

Assets
Derivatives	$	10,245	$	-	$	10,245	$	-

Liabilities
Derivatives	$	(40,901)	$	-	$	(40,901)	$	-

12.

Acquisitions

On February 14, 2008 we completed the acquisition of N.E.S. Investment Co. including its subsidiary, Continental Global Group, Inc. (collectively “Continental”) a worldwide leader in conveyor systems for bulk material handling in mining and industrial applications. The results of operations for Continental have been included in the accompanying consolidated financial statements from that date forward. The Continental acquisition further strengthens our ability to provide a more complete mining solution to our customers.

We purchased all of the outstanding shares of Continental for an aggregate amount of $252.1 million, which is net of approximately $5.9 million of indebtedness assumed by us at closing and $12.0 million of cash acquired. We also incurred $2.4 million of direct acquisition costs related to the acquisition.

Following is condensed balance sheet data showing the fair values of the assets acquired and the liabilities assumed as of the date of acquisition:

In thousands
Current assets	$	112,648
Property, plant & equipment		33,716
Intangible assets		147,689
Goodwill		111,800
Other assets		554
Current liabilities		(73,184)
Deferred income taxes		(73,656)
Other long-term obligations		(5,112)
Net assets acquired	$	254,455

Of the $147.7 million of intangible assets, $53.9 million has been assigned to trademarks, which are not being amortized. The remaining $93.8 million of intangible assets has been assigned to the following categories and is being amortized over a weighted-average useful life of 18 years:

In thousands
Customer relationships	$	74,200
Patents		10,490
Backlog		9,099
	$	93,789

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

On December 17, 2008, our wholly owned subsidiary, China Mining Machinery Group SRL, acquired 100% of the outstanding shares of Wuxi Shengda Machinery Co., Ltd., a Chinese manufacturer of longwall shearing machines, for approximately $11.1 million of cash and $9.2 million of liabilities assumed, excluding closing costs. The acquisition includes a holdback of $1.2 million to be paid one year after closing after considering net asset adjustments.

13.

Inventories

Consolidated inventories consisted of the following:

		May 1,		October 31,
In thousands		2009		2008
Finished goods	$	631,883	$	552,692
Work in process and purchased parts		211,029		134,905
Raw materials		122,425		117,647
	$	965,337	$	805,244

14.

Warranties

We provide a warranty reserve for the estimated costs that may be incurred under product warranties to remedy deficiencies of quality or performance in our products. These product warranties extend over either a specified period of time, units of production, or machine hours depending upon the contract covering the product subject to the warranty. We accrue a provision for estimated future warranty costs based upon the historical relationship of warranty costs to sales. We periodically review the adequacy of the accrual for product warranties and adjust the warranty percentage and accrued warranty reserve for actual experience as appropriate.

The following table reconciles the changes in the Company's product warranty reserve:

			Quarter Ended				Six Months Ended
			May 1,		May 2,		May 1,		May 2,
In thousands			2009		2008		2009		2008
Balance, beginning of period		$	45,194	$	48,783	$	46,621	$	49,382
	Acquisitions (preliminary)		-		2,762		-		2,762
	Accrual for warranty expensed during
	the period		9,054		7,787		14,628		14,295
	Settlements made during the period		(6,781)		(9,446)		(12,111)		(15,482)
	Change in liability for pre-existing warranties
	during the period, including expirations		255		55		300		182
	Effect of foreign currency translation		1,330		(120)		(386)		(1,318)
Balance, end of period		$	49,052	$	49,821	$	49,052	$	49,821

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

15.

Retiree Benefits

The components of net periodic benefit costs recognized are as follows:

			Pension Benefits				Postretirement Benefits
			Quarter Ended				Quarter Ended
			May 1,		May 2,		May 1,		May 2,
In thousands			2009		2008		2009		2008

Service cost		$	3,900	$	5,283	$	218	$	160
Interest cost			21,439		21,606		712		811
Expected return on assets			(22,447)		(23,841)		(46)		(51)
Amortization of:
	Prior service cost		286		149		(41)		(41)
	Actuarial loss		37		2,720		(235)		141
Net periodic benefit cost		$	3,215	$	5,917	$	608	$	1,020

			Pension Benefits				Postretirement Benefits
			Six Months Ended				Six Months Ended
			May 1,		May 2,		May 1,		May 2,
In thousands			2009		2008		2009		2008

Service cost		$	7,800	$	10,565	$	436	$	319
Interest cost			42,878		43,212		1,424		1,622
Expected return on assets			(44,894)		(47,682)		(92)		(102)
Amortization of:
	Prior service cost		572		298		(82)		(82)
	Actuarial loss		74		5,441		(470)		282
Net periodic benefit cost		$	6,430	$	11,834	$	1,216	$	2,039

For fiscal 2009, we expect to contribute approximately $30.0 million to our defined benefit employee pension plans globally.

16.

Segment Information

As of May 1, 2009, we had three reportable segments: Underground Mining Machinery, Surface Mining Equipment, and Crushing & Conveying. Eliminations include the elimination of intersegment feeder breaker equipment sales and the related operating income and certain intercompany sales of original equipment and aftermarket products and services between Underground Mining Machinery and Surface Mining Equipment. Operating income (loss) of the segments does not include interest income (expense) or provision for income taxes.

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

			Underground		Surface
			Mining		Mining		Crushing &
			Machinery		Equipment		Conveying		Corporate		Eliminations		Total
2nd Quarter 2009
Net Sales
	Third Party	$	478,167	$	360,830	$	84,503	$	-	$	-	$	923,500
	Intersegment		2,293		176		27,660		-		(30,129)		-
	Total	$	480,460	$	361,006	$	112,163	$	-	$	(30,129)	$	923,500

Operating income (loss)		$	111,949	$	79,987	$	14,345	$	(8,778)	$	(9,438)	$	188,065
	Interest income		-		-		-		1,615		-		1,615
	Interest expense		-		-		-		(8,149)		-		(8,149)
	Reorganization items		-		-		-		(265)		-		(265)
	Income before income taxes	$	111,949	$	79,987	$	14,345	$	(15,577)	$	(9,438)	$	181,266

2nd Quarter 2008
Net Sales
	Third Party	$	405,504	$	364,668	$	72,961	$	-	$	-	$	843,133
	Intersegment		3,879		169		22,270		-		(26,318)		-
	Total	$	409,383	$	364,837	$	95,231	$	-	$	(26,318)	$	843,133

Operating income (loss)		$	82,762	$	42,773	$	1,955	$	(8,916)	$	(4,319)	$	114,255
	Interest income		-		-		-		3,080		-		3,080
	Interest expense		-		-		-		(8,635)		-		(8,635)
	Reorganization items		-		-		-		(292)		-		(292)
	Income before income taxes	$	82,762	$	42,773	$	1,955	$	(14,763)	$	(4,319)	$	108,408

Six Months Fiscal 2009
Net Sales
	Third Party	$	874,558	$	638,271	$	165,567	$	-	$	-	$	1,678,396
	Intersegment		5,006		268		45,034		-		(50,308)		-
	Total	$	879,564	$	638,539	$	210,601	$	-	$	(50,308)	$	1,678,396

Operating income (loss)		$	198,951	$	136,124	$	21,358	$	(18,144)	$	(14,984)	$	323,305
	Interest income		-		-		-		3,141		-		3,141
	Interest expense		-		-		-		(16,790)		-		(16,790)
	Reorganization items		-		-		-		(400)		-		(400)
	Income before income taxes	$	198,951	$	136,124	$	21,358	$	(32,193)	$	(14,984)	$	309,256

Six Months Fiscal 2008
Net Sales
	Third Party	$	756,414	$	654,087	$	72,961	$	-	$	-		1,483,462
	Intersegment		5,805		442		39,138		-		(45,385)		-
	Total	$	762,219	$	654,529	$	112,099	$	-	$	(45,385)	$	1,483,462

Operating income (loss)		$	145,517	$	98,845	$	3,934	$	(16,572)	$	(6,298)	$	225,426
	Interest income		-		-		-		5,644		-		5,644
	Interest expense		-		-		-		(15,449)		-		(15,449)
	Reorganization items		-		-		-		(2,176)		-		(2,176)
	Income before income taxes	$	145,517	$	98,845	$	3,934	$	(28,553)	$	(6,298)	$	213,445

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

17.

Discontinued Operations

In November 2005, we concluded the sale of the stock of The Horsburgh & Scott Co. (“H&S”), a wholly owned subsidiary, to members of the management team for cash and a note receivable of approximately $12.0 million. The gain on the sale of $1.8 million (pre-tax) was deferred until realizability was reasonably assured. During the quarter ended February 1, 2008, we collected the entire amount receivable and realized the deferred gain, net of taxes, as income from discontinued operations on the Condensed Consolidated Statement of Income.

18.

Income Taxes

We reviewed uncertain tax positions reserved under Interpretation 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109, during the quarter ended May 1, 2009 and reversed a previously disclosed contingent tax liability of $4.2 million due to the settlement and payment of the liability. As of May 1, 2009 and January 30, 2009, net unrecognized tax benefits of approximately $19.5 million and $23.5 million, respectively, were recorded.

19.

Subsequent Event

On May 21, 2009, our Board of Directors declared a cash dividend of $0.175 per outstanding share of common stock. The dividend will be paid on June 19, 2009 to all shareholders of record at the close of business on June 5, 2009.

20.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51 (“SFAS 160”). The objective of SFAS 160 is to improve the transparency and comparability of financial information that is provided as it relates to a parent and noncontrolling interests. SFAS 160 requires clear identification of ownership interests in subsidiaries held by other parties and the amount of consolidated net income attributable to the parent and other parties. The standard also requires changes in parent ownership interest to be accounted for consistently, while the parent retains its controlling interest in the subsidiary. SFAS 160 becomes effective for us beginning in fiscal 2010. We are currently evaluating the adoption of SFAS 160 to determine the effect on our financial statements and related disclosures.

In December 2007, the FASB issued SFAS No. 141 (Revised), Business Combinations (“SFAS 141(R)”). SFAS 141(R) requires the measurement at fair value of assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree as of the acquisition date. SFAS 141(R) also requires that acquisition related costs and costs to restructure the acquiree be expensed as incurred. SFAS 141(R) becomes effective for us beginning in fiscal 2010.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

instruments and certain other items at fair value. SFAS 159 was effective for us beginning in fiscal 2009. The adoption of SFAS 159 did not have a significant effect on our financial statements and related disclosures.

21.

Subsidiary Guarantors

The following tables present condensed consolidated financial information as of and for the quarter and six months ended May 1, 2009 and May 2, 2008 for: (a) the parent company; (b) on a combined basis, the guarantors of the Credit Agreement and Notes issued in November 2006, which include the significant domestic operations of Joy Technologies Inc., P&H Mining Equipment Inc., N.E.S. Investment Co., and Continental Crushing & Conveying Inc. (“Subsidiary Guarantors”); and (c) on a combined basis, the non-guarantors, which include all of our foreign subsidiaries and a number of small domestic subsidiaries (“Non-Guarantor Subsidiaries”). Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are unconditionally, jointly, and severally liable under the guarantees, and we believe such separate statements or disclosures would not be useful to investors.

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

Condensed Consolidated

Statement of Income

Quarter Ended May 1, 2009

(In thousands)

			Parent		Subsidiary		Non-Guarantor
			Company		Guarantors		Subsidiaries		Eliminations		Consolidated

Net sales		$	-	$	629,969	$	588,455	$	(294,924)	$	923,500

Cost of sales			-		435,121		427,867		(234,781)		628,207

Product development, selling
	and administrative expenses		8,872		60,910		38,103		-		107,885
Other income			-		11,186		(11,843)		-		(657)
Operating income (loss)			(8,872)		122,752		134,328		(60,143)		188,065

Intercompany items			9,692		(12,453)		(26,551)		29,312		-
Interest income (expense) - net			(7,811)		421		856		-		(6,534)
Reorganization items			(265)		-		-		-		(265)
Income (loss) from continuing operations
	before income taxes and equity		(7,256)		110,720		108,633		(30,831)		181,266

(Provision) benefit for income taxes			5,216		(46,090)		(19,851)		-		(60,725)
Equity in income (loss) of subsidiaries			122,581		56,057		-		(178,638)		-

Net income		$	120,541	$	120,687	$	88,782	$	(209,469)	$	120,541

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

Condensed Consolidated

Statement of Income

Quarter Ended May 2, 2008

(In thousands)

			Parent		Subsidiary		Non-Guarantor
			Company		Guarantors		Subsidiaries		Eliminations		Consolidated

Net sales		$	-	$	500,472	$	526,558	$	(183,897)	$	843,133

Cost of sales			-		355,236		413,069		(147,398)		620,907

Product development, selling
	and administrative expenses		8,566		49,893		49,494		-		107,953
Other income			-		21,484		(21,466)		-		18
Restructuring charges			-		-		-		-		-
Operating income (loss)			(8,566)		73,859		85,461		(36,499)		114,255

Intercompany items			4,619		(15,734)		(9,371)		20,486		-
Interest income (expense) - net			(8,218)		209		2,454		-		(5,555)
Reorganization items			1,352		-		(1,644)		-		(292)
Income (loss) from continuing operations
	before income taxes and equity		(10,813)		58,334		76,900		(16,013)		108,408

(Provision) benefit for income taxes			5,420		(37,074)		(4,646)		-		(36,300)
Equity in income (loss) of subsidiaries			77,501		77,002		-		(154,503)		-

Income (loss) from continuing operations			72,108		98,262		72,254		(170,516)		72,108

Income from discontinued operations			-		-		-		-		-

Net Income		$	72,108	$	98,262	$	72,254	$	(170,516)	$	72,108

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

Condensed Consolidated

Statement of Income

Six Months Ended May 1, 2009

(In thousands)

			Parent		Subsidiary		Non-Guarantor
			Company		Guarantors		Subsidiaries		Eliminations		Consolidated

Net sales		$	-	$	1,147,578	$	993,640	$	(462,822)	$	1,678,396

Cost of sales			-		779,386		735,289		(372,677)		1,141,998

Product development, selling
	and administrative expenses		18,194		120,997		75,524		-		214,715
Other income			-		20,987		(22,609)		-		(1,622)
Operating income (loss)			(18,194)		226,208		205,436		(90,145)		323,305

Intercompany items			19,372		(29,037)		(45,143)		54,808		-
Interest income (expense) - net			(15,785)		809		1,327		-		(13,649)
Reorganization items			(400)		-		-		-		(400)
Income (loss) from continuing operations
	before income taxes and equity		(15,007)		197,980		161,620		(35,337)		309,256

(Provision) benefit for income taxes			10,252		(84,055)		(29,172)		-		(102,975)
Equity in income (loss) of subsidiaries			211,036		93,492		-		(304,528)

Net income		$	206,281	$	207,417	$	132,448	$	(339,865)	$	206,281

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

Condensed Consolidated

Statement of Income

Six Months Ended May 2, 2008

(In thousands)

			Parent		Subsidiary		Non-Guarantor
			Company		Guarantors		Subsidiaries		Eliminations		Consolidated

Net sales		$	-	$	900,665	$	920,406	$	(337,609)	$	1,483,462

Cost of sales			-		629,366		686,315		(266,344)		1,049,337

Product development, selling
	and administrative expenses		16,612		98,121		94,756		-		209,489
Other income			-		20,824		(21,614)		-		(790)
Restructuring charges			-		-		-		-		-
Operating income (loss)			(16,612)		152,354		160,949		(71,265)		225,426

Intercompany items			1,312		(14,475)		(31,905)		45,068		-
Interest income (expense) - net			(14,209)		439		3,965		-		(9,805)
Reorganization items			(124)		-		(2,052)		-		(2,176)
Income (loss) from continuing operations
	before income taxes and equity		(29,633)		138,318		130,957		(26,197)		213,445

(Provision) benefit for income taxes			12,509		(65,825)		(18,110)		-		(71,426)
Equity in income (loss) of subsidiaries			160,284		83,078		-		(243,362)		-

Income (loss) from continuing operations			143,160		155,571		112,847		(269,559)		142,019

Income from discontinued operations			-		1,141		-		-		1,141

Net Income		$	143,160	$	156,712	$	112,847	$	(269,559)	$	143,160

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

Condensed Consolidated

Balance Sheet

May 1, 2009

(In thousands)

				Parent		Subsidiary		Non-Guarantor
				Company		Guarantors		Subsidiaries		Eliminations		Consolidated
ASSETS
Current assets:
	Cash and cash equivalents		$	59,598	$	10,837	$	110,775	$	-	$	181,210
	Accounts receivable-net			-		272,824		350,845		-		623,669
	Inventories			-		549,255		600,570		(184,488)		965,337
	Other current assets			41,323		28,553		56,681		-		126,557
		Total current assets		100,921		861,469		1,118,871		(184,488)		1,896,773

Property, plant and equipment-net				124		180,255		132,129		-		312,508
Intangible assets-net				-		300,459		15,429		-		315,888
Investment in affiliates				2,377,997		1,050,838		174,630		(3,603,465)		-
Intercompany accounts-net				(1,003,934)		479,324		527,052		(2,442)		-
Deferred income taxes				240,073		-		-		-		240,073
Other assets				2,430		29,552		13,065		-		45,047
		Total assets	$	1,717,611	$	2,901,897	$	1,981,176	$	(3,790,395)	$	2,810,289

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Short-term notes payable, including current portion
	of long-term obligations		$	17,500	$	142	$	9,643	$	-	$	27,285
	Trade accounts payable			1,061		134,481		105,209		-		240,751
	Employee compensation and benefits			8,903		46,584		24,444		-		79,931
	Advance payments and progress billings			-		382,006		220,259		(91,865)		510,400
	Accrued warranties			-		27,687		21,365		-		49,052
	Other accrued liabilities			(4,200)		63,812		104,112		(4,160)		159,564
		Total current liabilities		23,264		657,712		485,032		(96,025)		1,066,983

Long-term obligations				601,226		-		1,460		-		602,686

Other non-current liabilities				378,373		18,038		29,461		-		425,872

Shareholders' equity (deficit)				714,748		2,229,147		1,465,223		(3,694,370)		714,748

		Total liabilities and shareholders' equity (deficit)	$	1,717,611	$	2,901,897	$	1,981,176	$	(3,790,395)	$	2,810,289

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

Condensed Consolidated

Balance Sheet

October 31, 2008

(In thousands)

				Parent		Subsidiary		Non-Guarantor
				Company		Guarantors		Subsidiaries		Eliminations		Consolidated
ASSETS
Current assets:
	Cash and cash equivalents		$	55,693	$	3,432	$	142,450	$	-	$	201,575
	Accounts receivable-net			-		310,192		333,291		(11,289)		632,194
	Inventories			-		475,586		424,957		(95,299)		805,244
	Other current assets			40,885		10,738		49,346		(1,853)		99,116
		Total current assets		96,578		799,948		950,044		(108,441)		1,738,129

Property, plant and equipment-net				142		187,235		101,624		-		289,001
Intangible assets-net				-		309,157		10,870		-		320,027
Investment in affiliates				2,169,861		910,538		153,374		(3,233,773)		-
Intercompany accounts receivable-net				(1,032,295)		412,197		641,810		(21,712)		-
Deferred income taxes				255,313		-		-		-		255,313
Prepaid benefit costs				-		-		-		-		-
Other assets				2,785		26,756		12,302		-		41,843

		Total assets	$	1,492,384	$	2,645,831	$	1,870,024	$	(3,363,926)	$	2,644,313

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
	Short-term notes payable, including current portion
	of long-term debt		$	17,500	$	148	$	8,812	$	-	$	26,460
	Trade accounts payable			731		171,917		119,236		(105)		291,779
	Employee compensation and benefits			9,997		63,341		36,669		-		110,007
	Advance payments and progress billings			-		292,158		240,412		(40,895)		491,675
	Accrued warranties			-		27,022		19,599		-		46,621
	Other accrued liabilities			8,293		78,894		89,839		(3,217)		173,809
		Total current liabilities		36,521		633,480		514,567		(44,217)		1,140,351

Long-term debt				539,822		-		1,145		-		540,967

Other non-current liabilities				383,567		17,575		29,379		-		430,521

Shareholders' equity (deficit)				532,474		1,994,776		1,324,933		(3,319,709)		532,474

		Total liabilities and shareholders' equity (deficit)	$	1,492,384	$	2,645,831	$	1,870,024	$	(3,363,926)	$	2,644,313

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

Condensed Consolidated

Statement of Cash Flows

Six Months Ended May 1, 2009

(In thousands)

			Parent		Subsidiary		Non-Guarantor
			Company		Guarantors		Subsidiaries		Eliminations		Consolidated

Net cash (used) provided by operating activities		$	(7,653)	$	43,878	$	(9,373)	$	-	$	26,852

Investing Activities:
	Acquisition of business, net of cash received		(114)		(11,070)		-		-		(11,184)
	Property, plant and equipment acquired		-		(26563)		(22,096)		-		(48,659)
	Other - net		(208)		1,166		216		-		1,174
	Net cash (used) provided by investing activities		(322)		(36,467)		(21,880)		-		(58,669)

Financing Activities:
	Exercise of stock options		121		-		-		-		121
	Excess income tax benefit from exercise of stock options		-		-		-		-		-
	Dividends paid		(35,785)		-		-		-		(35,785)
	Purchase of treasury stock		(13,706)		-		-		-		(13,706)
	Financing fees		-		-		-		-		-
	Borrowings (payments) on long-term obligations, net		61,250		(6)		(327)		-		60,917
	Increase (decrease) in short-term notes payable, net		-		-		(1,273)		-		(1,273)
	Net cash provided (used) by financing activities		11,880		(6)		(1,600)		-		10,274

Effect of exchange rate changes on cash and
	cash equivalents		-		-		1,178		-		1,178
Increase (decrease) in cash and cash equivalents			3,905		7,405		(31,675)		-		(20,365)
Cash and cash equivalents at beginning of period			55,693		3,432		142,450		-		201,575
Cash and cash equivalents at end of period		$	59,598	$	10,837	$	110,775	$	-	$	181,210

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

Condensed Consolidated

Statement of Cash Flows

Six Months Ended May 2, 2008

(In thousands)

			Parent		Subsidiary		Non-Guarantor
			Company		Guarantors		Subsidiaries		Eliminations		Consolidated

Net cash provided by operations		$	73,668	$	12,475	$	106,393	$	-	$	192,536

Investing Activities:
	Acquisition of businesses, net of cash acquired		(266,004)		(1,229)		11,994		-		(255,239)
	Property, plant and equipment acquired		-		(23,200)		(15,279)		-		(38,479)
	Proceeds from the sale of discontinued operation		-		9,868		-		-		9,868
	Other - net		(218)		(1,434)		347		-		(1,305)
	Net cash used by investing activities		(266,222)		(15,995)		(2,938)		-		(285,155)

Financing Activities:
	Exercise of stock options		12,914		-		-		-		12,914
	Excess income tax benefit from exercise of stock options		8,989		-		-		-		8,989
	Dividends paid		(32,312)		-		-		-		(32,312)
	Purchase of treasury stock		(17,089)		-		-		-		(17,089)
	Financing fees		(1,495)		-		-		-		(1,495)
	Borrowings (payments) on long-term obligations, net		187,324		(7)		(379)		-		186,938
	Increase (decrease) in short-term notes payable, net		-		-		(2,909)		-		(2,909)
	Net cash provided (used) by financing activities		158,331		(7)		(3,288)		-		155,036

Effect of Exchange Rate Changes on Cash and
	Cash Equivalents		-		-		(2,331)		-		(2,331)
Increase (Decrease) in Cash and Cash Equivalents			(34,223)		(3,527)		97,836		-		60,086
Cash and Cash Equivalents at Beginning of Period			36,614		11,394		125,240		-		173,248
Cash and Cash Equivalents at End of Period		$	2,391	$	7,867	$	223,076	$	-	$	233,334

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

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

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes to the Condensed Consolidated Financial Statements in Part I of this report. Dollar amounts are in thousands, except share and per share data and as indicated.

Overview

Joy Global Inc. is a worldwide leader in high-productivity mining solutions, and we manufacture and market original equipment and aftermarket parts and services for both the underground and aboveground mining industries and certain industrial applications through three business segments: Underground Mining Machinery, Surface Mining Equipment, and Crushing & Conveying. Our principal manufacturing facilities are located in the United States, including facilities in Pennsylvania, Wisconsin, and Alabama, and in the United Kingdom, South Africa, Chile, Australia, and China.

Operating Results

Net sales in the second quarter of 2009 were $923.5 million, up $80.4 million or 10% from the prior year reflecting a 21% increase in original equipment and 2% increase in aftermarket parts and services. Compared to last year’s second quarter, net sales were unfavorably impacted by $66.8 million due to the stronger U.S. dollar. Operating income in the quarter increased to $188.1 million from $114.3 million in the prior-year quarter as a result of higher net sales, positive impact of cost controls and decreased amortization related to the Continental business of $9.6 million. Prior quarter operating income was also unfavorably impacted by a $21.0 million contract cancellation charge not repeated in the current year. Operating income in this year’s second quarter was also unfavorably impacted by $8.9 million of foreign currency translation compared to the prior year quarter.

Net sales in fiscal 2009 six months were $1.7 billion, up $194.9 million or 13% from the prior year. Net sales in the fiscal 2009 six months were unfavorably impacted by $132.8 million due to the stronger U.S. dollar. Operating income in the six months increased to $323.3 million from $225.4 million in the prior year period primarily due to higher net sales, cost controls, decreased amortization related to the Continental business of $8.0 million, and elimination of the contract cancellation charge recorded in the prior year. Operating income in this year’s six months was also unfavorably impacted by $18.9 million of foreign currency translation compared to the prior year period.

Bookings in the second quarter of fiscal 2009 were $635.3 million, down $596.9 million or 48% from the prior year reflecting reduced capital budgets by our customers due to lowered industry-wide demand for most mined resources. Current quarter bookings were reduced by $95.6 million of order cancellations and $12.7 million for the impact of foreign currency translation. Central Appalachian coal represented approximately half of the cancellations, while North American copper and iron ore together represented the other half of the cancellations. While original equipment orders were down significantly in the quarter, aftermarket products and services orders were also down compared to the prior year, as newer operating fleets reduced the near-term needs of aftermarket products and services.

Bookings in the fiscal 2009 six months were $1.2 billion, down $928.6 million or 44% from the prior year. Bookings in the fiscal 2009 six months were impacted by cancellations of $256.5 million and the unfavorable impact of foreign currency translation of $96.4 million. As a result, our total backlog decreased to $2.7 billion at May 1, 2009 from $3.2 billion at October 31, 2008.

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

Market Outlook

The second quarter of fiscal 2009 has seen some improvement in commodity demand. The majority of the improvement came from China, where copper imports have recently been at record levels. However, China’s imports have been volatile, as they continue with their trend of destocking and restocking and it appears the current surge in imports will become China’s largest restocking cycle.

Although steel production year-over-year through April was down drastically worldwide, steel production was up in China. Chinese iron ore imports have recently been at record levels, and metallurgical coal shipments from Australia were up from the December quarter. Despite the strength of China steel production, its steel exports are down significantly from last year, and we believe it is unlikely that China can maintain current levels of steel production without increased exports.

Mining companies made quick and decisive production cuts in their Australian operations in late calendar 2008. More recently, Australia is benefiting from the higher metallurgical coal demand from China’s increased steel production and from increased thermal coal demand from India, where power plant stockpiles have declined to just seven days of supply. As a result, Australian coal exports are up and production is being increased at some mines.

The U.S. coal market is a contrast to the seaborne market. Domestic coal producers are suffering from reduced demand from power generation, significantly reduced demand from steel makers, and a stronger U.S. dollar that reduces the competitiveness of exports. U.S. electricity demand is down this year on top of a drop last year. Coal demand is down additionally because low natural gas prices make it attractive to dispatch plants that burn gas rather than coal. In addition, steel production is down in the U.S., and the industry is running at under half capacity utilization. Finally, the stronger U.S. dollar is expected to reduce coal exports this year.

In addition to these cautionary elements in the market outlook, the following factors reflect trends favorably influencing the market outlook:

Excess supply of natural gas at low prices is likely not sustainable. An increase in gas prices relative to coal prices should increase demand by electricity generators for coal.

China and India continue to invest in expansion of their respective domestic coal industries to meet their long-term energy needs and are increasingly building their futures around modern, state-of-the-art mining technology. In China, the number of companies importing high-productivity mining equipment continues to grow. In addition, some of the mid-tier Chinese producers are beginning to transition their fleet from domestic to imported equipment.

Despite an increased level of investment, China remains a net importer of coal and this should have a favorable impact on the seaborne markets.

Producer costs have declined with commodity prices, and the threshold for returns on new projects has been reduced.

Company Outlook

The Company believes that over the second half of fiscal 2009, original equipment bookings will remain well below the record pace of last year and more in line with the rates of new orders received during the first two quarters of this year. Future original equipment orders over the near term will most likely come from the emerging markets, international coal, South American copper, and the oil sands. Aftermarket bookings are expected to slow over the second half of fiscal 2009, and could decline as much as 20%, before improving to levels necessary to support both current and expected production levels in the commodity markets.

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May 1, 2009

(Unaudited)

Results of Operations

Quarter Ended May 1, 2009 to Quarter Ended May 2, 2008.

Net Sales

The following table sets forth the combined net sales included in our Condensed Consolidated Statement of Income:

			Quarter Ended
			May 1,		May 2,		$	%
In thousands			2009		2008		Change	Change

Net Sales
	Underground Mining Machinery	$	480,460	$	409,383	$	71,077	17%
	Surface Mining Equipment		361,006		364,837		(3,831)	(1%)
	Crushing & Conveying		112,163		95,231		16,932	18%
	Eliminations		(30,129)		(26,318)
	Total	$	923,500	$	843,133	$	80,367	10%

The increase in net sales for Underground Mining Machinery in the second quarter compared to the prior year second quarter was the result of a $58.5 million increase in original equipment sales and a $12.6 million increase in the sale of aftermarket products and services. Current quarter net sales for original equipment and aftermarket products were reduced by $28.9 million and $22.6 million, respectively, due to the effect of foreign currency translation associated with the strengthening of the U.S. dollar. Original equipment sales for room and pillar and longwall system applications increased by $50.0 million in the United States, while original equipment sales primarily related to room and pillar applications increased by $17.4 million in South Africa. These increases were partially offset by a decline in equipment sales for longwall system applications in Eurasia. After the adverse impact of foreign currency translation, aftermarket sales were down across all regions with the exception of the United States and China, which both experienced a 20% increase in aftermarket revenues.

The decrease in net sales for Surface Mining Equipment in the second quarter was the result of a $4.8 million decrease in original equipment sales and a $1.0 million increase in aftermarket products and services. These changes included the adverse impact of $0.5 million and $12.0 million, respectively, due to the effect of foreign currency translation associated with the strengthening of the U.S. dollar. The decrease in original equipment was primarily due to the timing of revenue recognition and reduced drill sales, while aftermarket products and services were essentially flat compared to the prior year period.

The increase in net sales for Crushing & Conveying in the second quarter was the result of the Continental acquisition made in the second quarter of fiscal 2008, which included only two and one-half months of our ownership.

The eliminations primarily represent Stamler crushing equipment which is sold through the Underground Mining Machinery and Surface Mining Equipment segments but managed as part of the Crushing & Conveying segment.

Operating Income

The following table sets forth the operating income (loss) included in our Condensed Consolidated Statement of Income:

			Quarter Ended
			May 1, 2009			May 2, 2008
			Operating	%		Operating	%
In thousands			Income (loss)	of Net Sales		Income (loss)	of Net Sales

	Underground Mining Machinery	$	111,949	23%	$	82,762	20%
	Surface Mining Equipment		79,987	22%		42,773	12%
	Crushing & Conveying		14,345	13%		1,955	2%
	Corporate Expense		(8,778)	-		(8,916)	-
	Eliminations		(9,438)	-		(4,319)	-
	Total	$	188,065	20%	$	114,255	14%

Operating income for Underground Mining Machinery was $111.9 million in the second quarter of 2009 compared to operating income of $82.8 million in the second quarter of 2008. Operating income was favorably impacted by higher sales volumes and the control of spending, which was partially offset by $11.4 million unfavorable foreign currency translation related to the stronger U.S. dollar.

Operating income for Surface Mining Equipment was $80.0 million in the second quarter of 2009 compared to operating income of $42.8 million in the second quarter of 2008. Operating income was positively impacted by $2.4 million of foreign currency translation related to the stronger U.S. dollar, favorable manufacturing efficiencies, and strategic cost reduction initiatives offset slightly by lower sales volumes. The prior year second quarter also included a $21 million contract cancellation charge related to the termination of a repair and maintenance contract in Australia.

Operating income for Crushing & Conveying was $14.3 million in the second quarter of 2009 compared to operating income of $2.0 million in the second quarter of fiscal 2008. Operating income was favorably impacted by decreased amortization of $9.6 million related to the Continental Conveyor acquisition made on February 14, 2008.

Product Development, Selling and Administrative Expense

Product development, selling and administrative expense totaled $107.9 million, or 12% of sales, in the second quarter of 2009, compared to $108.0 million, or 13% of sales, in the second quarter of 2008. Product development, selling and administrative expense was essentially flat in the quarter as increased selling, pension, and incentive based compensation expenses were more than offset by cost saving initiatives and favorable foreign currency translation.

Provision for Income Taxes

Income tax expense was $60.7 million in the second quarter of 2009, compared to $36.3 million in the second quarter of 2008. The income tax provisions represented effective income tax rates of 33.5% for both the

second quarter of 2009 and 2008. The main drivers of the variance in tax rates when compared to the statutory rate of 35% were the geographic mix of earnings with the corresponding net favorable differences in foreign statutory tax rates and the utilization of tax credits and tax holidays, offset by increased state income taxes.

Cash taxes paid for the second quarter of 2009 were $64.0 million compared to $66.1 million in the second quarter of 2008.

Bookings and Backlog

Bookings for the quarter ended May 1, 2009 and May 2, 2008, are the following:

		Quarter Ended
In thousands		May 1, 2009		May 2, 2008

Underground Mining Machinery	$	337,645	$	592,854
Surface Mining Equipment		228,460		556,676
Crushing & Conveying		94,927		118,175
Eliminations		(25,698)		(35,485)
Total Bookings	$	635,334	$	1,232,220

Bookings in the quarter were impacted by cancellations of $95.6 million and the unfavorable impact of foreign currency translation of $12.7 million. Underground orders totaled $337.6 million, a decrease of 43% over the prior year and included $38.9 million of original equipment and aftermarket products and service cancellations primarily in the United States and unfavorable foreign currency translation of $9.2 million. Underground orders decreased across all regions, with the exception of China. Surface orders at P&H totaled $228.5 million in the quarter, down 59% from the prior year and included $50.0 million of cancellations for original equipment and aftermarket products and services in the copper and iron ore mining industries. Orders at the Crushing & Conveying segment were $94.9 million in the quarter, a decrease of 20% over the prior year and included $6.7 million of cancelled orders and an unfavorable foreign currency translation of $5.4 million. The eliminations primarily represent Stamler crushing equipment, which is sold through the Underground Mining Machinery and Surface Mining Equipment segments but managed as part of the Crushing & Conveying segment.

Backlog decreased to $2.7 billion at May 1, 2009 from $3.2 billion as of October 31, 2008. Since the fourth quarter of fiscal 2008, we have received approximately $300.0 million of order cancellations which were concentrated in North America copper and iron ore, U.S. Appalachian coal, and Russian coal. In response to current volatile market conditions, we have reassessed the risk of cancellations in our remaining backlog and have determined the risk could be as much as $525.0 million. The remaining backlog risk, primarily associated with the Surface Mining Equipment segment is related to a specific oil sands project and the later portion of multiple machines booked with scheduled delivery extending into 2011 and 2012. In addition, the backlog risk includes several machines scheduled for delivery to underground customers beyond the 2010 second quarter.

Six Months Ended May 1, 2009 to Six Months Ended May 2, 2008

Net Sales

The following table sets forth the combined net sales included in our Condensed Consolidated Statement of Income:

			Six Months Ended
			May 1,		May 2,		$	%
In thousands			2009		2008		Change	Change

Net Sales
	Underground Mining Machinery	$	879,564	$	762,219	$	117,345	15%
	Surface Mining Equipment		638,539		654,529		(15,990)	(2)%
	Crushing & Conveying		210,601		112,099		98,502	88%
	Eliminations		(50,308)		(45,385)		-	-
	Total	$	1,678,396	$	1,483,462	$	194,934	13%

The increase in net sales for Underground Mining Machinery in the fiscal 2009 six months compared with the fiscal 2008 six months was the result of a $101.6 million increase in original equipment and a $15.7 million increase in aftermarket products and service. Original equipment sales for room and pillar and longwall system applications increased by $125.7 million in the United States and by $33.5 million in Australasia, while original equipment sales primarily related to room and pillar applications increased by $25.3 million in South Africa. These increases were partially offset by a roof support system sale in the fiscal 2008 six months not duplicated in fiscal 2009 in Eurasia and decline in equipment sales for longwall system applications in China. After the adverse impact of foreign currency translation, aftermarket sales were down across all regions with the exception of the United States, which experienced a 25% increase in aftermarket revenues. Fiscal 2009 six months net sales for original equipment and aftermarket products were reduced by $55.7 million and $48.3 million, respectively, due to the effect of foreign currency translation associated with the strengthening of the U.S. dollar.

The decrease in net sales for Surface Mining Equipment in the fiscal 2009 six months compared with the fiscal 2008 six months was due to a $9.7 million decrease in original equipment and a $6.3 million decrease in aftermarket products and service. Original equipment sales decreased primarily due to timing of revenue recognition, partially offset by increased alliance sales. Aftermarket sales were up across all regions with the exception of the copper markets in the United States, which were down 60% over the prior year. Fiscal 2009 six months net sales for original equipment and aftermarket products were reduced by $1.4 million and $24.5 million, respectively, due to the effect of foreign currency translation associated with the strengthening of the U.S. dollar.

The increase in net sales for Crushing & Conveying in the fiscal 2009 six months compared with the fiscal 2008 six months was primarily due to the Continental Conveyor acquisition made on February 14, 2008, which included only two and one half months of our ownership.

The eliminations primarily represent the Stamler crushing equipment which is sold through the Underground Mining Machinery and Surface Mining Equipment segments but managed as part of the Crushing & Conveying segment.

Operating Income

The following table sets forth the operating income (loss) included in our Condensed Consolidated Statement of Income:

			Six Months Ended
			May 1, 2009			May 2, 2008
			Operating	%		Operating	%
In thousands			Income (loss)	of Net Sales		Income (loss)	of Net Sales

	Underground Mining Machinery	$	198,951	23%	$	145,517	19%
	Surface Mining Equipment		136,124	21%		98,845	15%
	Crushing & Conveying		21,358	10%		3,934	4%
	Corporate Expense		(18,144)			(16,572)
	Eliminations		(14,984)			(6,298)
	Total	$	323,305	19%	$	225,426	15%

Operating income for Underground Mining Machinery was $199.0 million for the fiscal 2009 six months compared to operating income of $145.5 million for the fiscal 2008 six months. Operating income was favorably impacted by higher sales volumes and the control of spending, partially offset by $23.2 million unfavorable foreign currency translation related to the stronger U.S. dollar.

Operating income for Surface Mining Equipment was $136.1 million for the fiscal 2009 six months compared to operating income of $98.8 million for the fiscal 2008 six months. Operating income was negatively impacted in the prior six months as the result of a $21.0 million charge related to the termination of a repair and maintenance contract in Australia. Operating income was positively impacted in the fiscal 2009 six months by favorable manufacturing efficiencies and reduced material costs.

The increase in operating income for Crushing & Conveying in the fiscal 2009 six months compared with the fiscal 2008 six months was primarily due to increased sales and decreased amortization of $8.0 million related to the Continental Conveyor acquisition made on February 14, 2008.

Product Development, Selling and Administrative Expense

Product development, selling and administrative expense totaled $214.7 million, or 13% of sales, for the fiscal 2009 six months, compared to $209.5 million, or 14% of sales, for the fiscal 2008 six months. Increased product development, selling and administrative expense was related to the costs associated with the Continental business of $10.1 million, partially offset by the impact of foreign currency translation and spending controls.

Provision for Income Taxes

Income tax expense was $103.0 million for the fiscal 2009 six months compared to $71.4 million for the fiscal 2008 six months. These income tax provisions represented effective income tax rates for the fiscal 2009 six months and fiscal 2008 six months of 33.3% and 33.5%, respectively. The main drivers of the variance in tax rates when compared to the statutory rate of 35% were the geographic mix of earnings with the corresponding net favorable differences in foreign statutory tax rates and the utilization of tax credits and tax holidays offset by increased state income taxes.

Cash taxes paid were $93.6 million through the fiscal 2009 six months compared to $87.7 million through the fiscal 2008 six months.

Bookings and Backlog

Bookings for the six months ended May 1, 2009 and May 2, 2008, are the following:

		Six Months Ended
In thousands		May 1, 2009		May 2, 2008

Underground Mining Machinery	$	665,434	$	1,110,753
Surface Mining Equipment		373,291		910,931
Crushing & Conveying		177,125		137,422
Eliminations		(42,242)		(56,931)
Total Bookings	$	1,173,608	$	2,102,175

Bookings in the fiscal 2009 six months were impacted by cancellations of $256.5 million and the unfavorable impact of foreign currency translation of $96.4 million. Underground orders totaled $665.4 million, a decrease of 40% over the prior year and included $97.7 million of original equipment and aftermarket products and service cancellations primarily in the United States and unfavorable foreign currency translation of $69.9 million. Underground orders decreased across all regions, with the exception of China. Surface orders at P&H totaled $373.3 million, down 59% from the prior year and included $144.8 million of cancellations for original equipment and aftermarket products and services in the copper and iron ore mining industries, and unfavorable foreign currency translation of $17.8 million. Orders at the Crushing & Conveying segment were $177.1 million and included $14.0 million of cancelled orders and unfavorable foreign currency translation of $8.6 million. The Crushing & Conveying segment only includes two and one-half months of activity related to the legacy Continental business, which was acquired on February 14, 2008. The eliminations primarily represent Stamler crushing equipment, which is sold through the Underground Mining Machinery and Surface Mining Equipment segments but managed as part of the Crushing & Conveying segment.

Liquidity and Capital Resources

The following table summarizes the major components of our working capital as of May 1, 2009 and October 31, 2008, respectively:

		May 1,		October 31,
In millions		2009		2008
Cash and cash equivalents	$	181.2	$	201.6
Accounts receivable		623.7		632.2
Inventories		965.3		805.2
Other current assets		126.6		99.2
Short-term debt		(27.3)		(26.5)
Accounts payable		(240.8)		(291.8)
Employee compensation and benefits		(79.9)		(110.0)
Advance payments and progress billings		(510.4)		(491.7)
Accrued warranties		(49.1)		(46.6)
Other current liabilities		(159.6)		(173.8)

Working Capital	$	829.7	$	597.8

We currently use working capital as a percentage of net sales and cash flow as two financial measurements to evaluate the performance of our operations and our ability to meet our financial obligations. Working capital

investment increased from October 31, 2008, primarily due to higher levels of inventories as we continue to manufacture against orders currently in our backlog. We expect investment in inventories to decrease as backlog is delivered.

Our capital spending for the fiscal 2009 six months was $48.7 million, and we anticipate capital spending for the full year of approximately $85.0 million, excluding acquisitions.

During the fiscal 2009 six months, our cash provided by operating activities was $26.9 million compared to cash provided by operating activities of $192.5 million during the fiscal 2008 six months. Cash provided by operating activities was significantly impacted by increased inventory levels of $138.2 million to support the subsequent period shipments and lower advance payments, reflecting lower original equipment orders in the fiscal 2009 six months.

During the fiscal 2009 six months, our cash used by investing activities was $58.7 million compared to cash used by investing activities of $285.2 million during the fiscal 2008 six months. In the first quarter of fiscal 2009, we acquired the stock of Wuxi Shengda Machinery Co. Ltd., a manufacturer of longwall shearing machines in China, for approximately $11.1 million of cash and $9.2 million of assumed liabilities, excluding closing costs. In the fiscal 2008 six months, we completed the acquisition of N.E.S. Investment Co. (“N.E.S. Co.”) and thereby its subsidiary, Continental Global Group, Inc., a worldwide leader in conveyor systems for bulk material handling in mining and industrial applications for $252.1 million.

During the fiscal 2009 six months, our cash provided by financing activities was $10.3 million compared to cash provided by financing activities of $155.0 million in the fiscal 2008 six months. In the fiscal 2008 six months, we financed the N.E.S. Co. acquisition partially through a $175.0 million term loan supplement to our $400.0 million unsecured revolving credit facility (“Credit Agreement”).

Under our share repurchase program, management is authorized to repurchase up to $2.0 billion in shares of common stock in the open market or through privately negotiated transactions until December 31, 2011. We have not repurchased any shares during the quarter ended May 1, 2009 and have repurchased $13.7 million of common stock representing 608,720 shares during the fiscal 2009 six months. Under our currently authorized share repurchase program we have repurchased approximately $1.1 billion of common stock, representing 23,873,159 shares. Given the current economic environment, a priority has been set for cash accumulation ahead of other discretionary uses of cash, including share repurchases, until either target levels of cash reserves are established or until there is greater clarity in the market outlook.

In response to the multiple order cancellations over the past three quarters and the corresponding decreased revenue outlook for fiscal 2010, we will to continue to adjust our cost structure in the second half of fiscal 2009, accordingly. We expect to incur approximately $10.0 million of charges during the second half of fiscal 2009, which will be associated primarily with severance benefits.

Retiree Benefits

For the fiscal 2009 six months we have recognized $6.4 million of defined benefit pension expense compared to $11.8 million for comparable prior year period. The decrease in pension expense was primarily the result of a favorable change in discount rate. During fiscal 2009, we expect to contribute $30.0 million to our defined benefit employee pension plans globally. Market volatility will dictate the amount and timing of additional contributions to the pension plan. We expect to make $60-$120 million in contributions to our defined benefit pension plans in fiscal 2010. The amount of these contributions will be largely dependent on plan asset valuation, discount rate assumptions and enactment of governmental regulations.

Continental Acquisition

On February 14, 2008, we completed the acquisition of N.E.S. Co. and thereby its subsidiary, Continental Global Group, Inc., a worldwide leader in conveyor systems for bulk material handling in mining and industrial applications. The Continental acquisition further strengthens our ability to provide a more complete mining solution. We purchased all of the outstanding shares of N.E.S. Co. for an aggregate amount of $252.1 million, which is net of approximately $5.9 million of indebtedness assumed at closing and $12.0 million of cash acquired. We also incurred $2.4 million of direct acquisition costs related to the acquisition. The purchase price was funded in part through available cash and credit resources and a $175.0 million term loan.

As part of the Continental acquisition, our reportable segments were reevaluated and a new segment was created, Crushing & Conveying. Included in the Crushing & Conveying segment is the entire acquired Continental business, along with the Stamler crushing equipment business, which was acquired in the fourth quarter of fiscal 2006. The Stamler crushing equipment is currently being sold through the Underground Mining Machinery or Surface Mining Equipment segments to third parties, but is being supplied to each segment through the Crushing & Conveying segment.

Financial Condition

As of May 1, 2009, we had $181.2 million in cash and cash equivalents and $187.6 million available for borrowings under the Credit Agreement. Our primary cash requirements include working capital, capital expenditures, dividends, and defined benefit pension contributions. We will also continue to evaluate strategic acquisitions, including “bolt-on” businesses which would be mining-related product line additions or service extensions. Based upon our current level of operations, we believe that cash flows from operations, together with available borrowings under the Credit Agreement, will be adequate to meet our anticipated future cash requirements.

Recent Accounting Pronouncements

Our new accounting pronouncements are set forth under Part I, Item 1 of this Form 10-Q and are incorporated by reference.

Off-Balance Sheet Arrangements

We lease various assets under operating leases. No significant changes to lease commitments have occurred since our fiscal year ended October 31, 2008. We have no other off-balance sheet arrangements, other than noted in Note 10 to the Condensed Consolidated Financial Statements.

Critical Accounting Estimates, Assumptions and Policies

Our discussion and analysis of financial condition and results of operations is based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these Condensed Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. We evaluate, on an ongoing basis, our estimates and judgments, including those related to bad debts, excess inventory, warranty, intangible assets, income taxes, and contingencies. We base our estimates on historical experience and assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.

We believe our accounting policies for revenue recognition, inventories, intangible assets, accrued warranties, pension and post-retirement benefits and costs, and income taxes are the ones that most frequently require us to make estimates and judgments, and therefore are critical to the understanding of our results of operations. See Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of

Operations of our Annual Report on Form 10-K for the year ended October 31, 2008 for a discussion of these policies. There were no material changes to these policies during the second quarter of fiscal 2009.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As more fully described in our Annual Report on Form 10-K for the year ended October 31, 2008, we are exposed to various types of market risks, primarily foreign currency risks. We monitor our risks in this area on a continuous basis and generally enter into forward foreign currency contracts to minimize these exposures. We do not engage in speculation in our derivative strategies. Gains and losses from foreign currency contract activities are offset by changes in the underlying costs of the transactions being hedged. There have been no material changes to our primary market risk exposures or how such risks are managed since our fiscal year ended October 31, 2008.

Item 4. Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures are effective (1) in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and (2) to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There have not been any changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during our fiscal quarter ended May 1, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

No change.

Item 1A. Risk Factors

No change.

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

(a) Not applicable.

(b)

Not applicable.

(c)

Not applicable.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

At the annual meeting of Joy Global Inc. shareholders held February 24, 2009 there were two proposals voted on by shareholders.

Proposal # 1

Each of our directors standing for election was re-elected to a term ending at the annual meeting in 2010. The votes cast are listed below:

					Broker
	For	Against	Withheld	Abstained	Non-Votes

Steven L. Gerard	89,646,428	-	2,030,114	-	-

John Nils Hanson	90,404,656	-	1,271,886	-	-

Ken C. Johnsen	90,941,918	-	734,624	-	-

Gale E. Klappa	90,473,072	-	1,203,470	-	-

Richard B. Loynd	91,034,529	-	642,013	-	-

P. Eric Siegert	90,532,550	-	1,143,992	-	-

Michael W. Sutherlin	91,162,096	-	514,446	-	-

James H. Tate	91,173,179	-	503,363	-	-

Proposal #2

Shareholders were asked to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2009. The proposal was passed and the votes cast are listed below:

			Broker
For	Against	Abstained	Non-Votes

89,562,665	2,056,580	57,263	38

Item 5. Other Information

Not applicable.

Item 6. Exhibits

10.1	Form of Restricted Stock Unit Award Agreement, dated February 24, 2009, between the registrant and each of its non-employee directors in connection with restricted stock unit awards granted under the Joy Global Inc. 2007 Stock Incentive Plan.
10.2	Termination and Release Agreement between Joy Global Inc. and Mark E. Readinger, dated March 5, 2009 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, filed March 10, 2009).
31.1	Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certifications
31.2	Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certifications
32	Section 1350 Certifications

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.

			JOY GLOBAL INC.
			(Registrant)


			/s/ Michael S. Olsen

Date: June 4, 2009			Michael S. Olsen
			Executive Vice President, Chief Financial Officer
			Chief Accounting Officer and Treasurer
			(Principal Financial Officer)

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Joy Global Inactive 10-Q2009 Q2 Quarterly report

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