Joy Global 10-Q 2009 Q3 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 July 31, 2009
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD fromto
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 [ X ] 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 August 28, 2009
Common Stock, $1 par value		102,321,708

JOY GLOBAL INC.

FORM 10-Q -- INDEX

July 31, 2009

PART I. – FINANCIAL INFORMATION		PAGE No.
Item 1 – Financial Statements (unaudited):
	Condensed Consolidated Statement of Income – Quarter and
	Nine Months Ended July 31, 2009 and August 1, 2008	4
	Condensed Consolidated Balance Sheet – July 31, 2009
	and October 31, 2008	5
	Condensed Consolidated Statement of Cash Flows –
	Nine Months Ended July 31, 2009 and August 1, 2008	6
	Notes to Condensed Consolidated Financial Statements	7 – 30
Item 2 – Management’s Discussion and Analysis of Financial Condition and
	Results of Operations	31 – 42
Item 3 – Quantitative and Qualitative Disclosures About Market Risk		42
Item 4 – Controls and Procedures		43
PART II. – OTHER INFORMATION
Item 1 – Legal Proceedings		44
Item 1A – Risk Factors		44
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		44
Item 3 – Defaults Upon Senior Securities		44
Item 4 – Submission of Matters to a Vote of Security Holders		44
Item 5 – Other Information		44
Item 6 – Exhibits		44
Signature		45

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,” “should,” “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				Nine Months Ended
				July 31,		August 1,		July 31,		August 1,
				2009		2008		2009		2008
Net sales			$	956,390	$	903,769	$	2,634,786	$	2,387,231
Costs and expenses:
	Cost of sales			651,969		657,798		1,793,967		1,707,135
	Product development, selling and
		administrative expenses		110,162		113,488		324,877		322,977
	Other income			(646)		(1,136)		(2,268)		(1,926)
Operating income				194,905		133,619		518,210		359,045
Interest income				1,840		3,700		4,981		9,344
Interest expense				(7,601)		(8,581)		(24,391)		(24,030)
Reorganization items				(125)		(135)		(525)		(2,311)
Income from continuing operations before income taxes				189,019		128,603		498,275		342,048
Provision for income taxes				(64,675)		(15,524)		(167,650)		(86,950)
Income from continuing operations				124,344		113,079		330,625		255,098
Income from discontinued operations, net of taxes				-		-		-		1,141
Net income			$	124,344	$	113,079	$	330,625	$	256,239
Basic earnings per share:
	Income from continuing operations		$	1.21	$	1.04	$	3.23	$	2.36
	Income from discontinued operations			-		-		-		0.01
	Net income		$	1.21	$	1.04	$	3.23	$	2.37
Diluted earnings per share:
	Income from continuing operations		$	1.21	$	1.03	$	3.21	$	2.34
	Income from discontinued operations			-		-		-		0.01
	Net income		$	1.21	$	1.03	$	3.21	$	2.35
Dividends per share			$	0.175	$	0.15	$	0.525	$	0.45
Weighted average shares outstanding:
	Basic			102,452		108,495		102,433		108,193
	Diluted			103,157		109,446		102,994		109,230

4

JOY GLOBAL INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands)

				July 31,		October 31,
				2009		2008
				(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	266,569	$	201,575
	Accounts receivable, net			611,803		632,194
	Inventories			891,210		805,244
	Other current assets			135,704		99,116
		Total current assets		1,905,286		1,738,129
Property, plant and equipment, net				330,878		289,001
Other intangible assets, net				188,834		195,033
Goodwill				126,253		124,994
Deferred income taxes				216,975		255,313
Other non-current assets				67,897		41,843
		Total assets	$	2,836,123	$	2,644,313
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Short-term notes payable, including current portion
		of long-term obligations	$	19,645	$	26,460
	Trade accounts payable			224,508		291,779
	Employee compensation and benefits			100,306		110,007
	Advance payments and progress billings			440,893		491,675
	Accrued warranties			52,760		46,621
	Other accrued liabilities			150,595		173,809
		Total current liabilities		988,707		1,140,351
	Long-term obligations			528,344		540,967
	Accrued pension costs			289,512		286,057
	Other liabilities			144,969		144,464
		Total liabilities		1,951,532		2,111,839
Shareholders’ equity				884,591		532,474
		Total liabilities and shareholders’ equity	$	2,836,123	$	2,644,313

5

JOY GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(In thousands)

			Nine Months Ended
			July 31,		August 1,
			2009		2008
Cash flows from operating activities:
Net income		$	330,625	$	256,239
Add (deduct) – items not affecting cash
	Gain on sale of discontinued operation		-		(1,141)
	Depreciation and amortization		41,217		55,252
	Increase (decrease) in deferred income taxes		17,616		(20,543)
	Excess income tax benefit from exercise of stock options		(720)		(12,021)
	Change in long-term accrued pension costs		(9,417)		(38,564)
	Other, net		3,984		8,442
Changes in working capital:
	Decrease in accounts receivable, net		66,988		28,213
	Increase in inventories		(42,794)		(124,731)
	Increase in other current assets		(14,859)		(8,987)
	(Decrease) increase in trade accounts payable		(82,998)		25,817
	(Decrease) increase in employee compensation and benefits		(13,133)		31,097
	(Decrease) increase in advance payments and progress billings		(83,680)		131,511
	Increase in other accrued liabilities		555		3,883
Net cash provided by operating activities			213,384		334,467
Cash flows from investing activities:
	Acquisition of business, net of cash acquired		(11,184)		(255,244)
	Property, plant and equipment acquired		(66,102)		(56,317)
	Proceeds from the sale of business		-		9,868
	Other, net		939		289
Net cash used by investing activities			(76,347)		(301,404)
Cash flows from financing activities:
	Exercise of stock options		1,163		18,293
	Excess income tax benefit from exercise of stock options		720		12,021
	Dividends paid		(53,690)		(48,572)
	Purchases of treasury stock		(13,706)		(41,471)
	Financing fees		-		(1,495)
	(Repayment) borrowings on long-term obligations, net		(14,399)		165,571
	Decrease in short-term notes payable		(7,343)		(3,786)
Net cash (used) provided by financing activities			(87,255)		100,561
Effect of exchange rate changes on cash and cash equivalents			15,212		13
Increase in Cash and Cash Equivalents			64,994		133,637
Cash and Cash Equivalents at Beginning of Period			201,575		173,248
Cash and Cash Equivalents at End of Period		$	266,569	$	306,885

6

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 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. We have evaluated subsequent events that have occurred through September 9, 2009. 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

7

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

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 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 of 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 July 31, 2009:

In thousands		Assets		Liabilities
Foreign currency forward contracts	$	14,631	$	(16,732)

8

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

The following table provides the fair value on contractual amounts of our foreign currency forward contracts as of July 31, 2009:

In thousands		Buy		Sell
Australian Dollar	$	1,943	$	24
Brazilian Real		1,658		-
British Pound Sterling		(7,449)		457
Canadian Dollar		48		(6)
Chilean Peso		2,210		(4,265)
Chinese Yuan		(480)		-
Euro		(191)		(147)
Hungarian Forint		(6)		(43)
Indian Rupee		39		(4)
Polish Zloty		(6)		(23)
Russian Ruble		(9)		9
South African Rand		756		(3)
U.S. Dollar		(1,838)		5,225
Total	$	(3,325)	$	1,224

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 $0.9 million for the quarter ended July 31, 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.

9

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

The following table summarizes the effect of derivative instruments on the Condensed Consolidated Statement of Income at July 31, 2009:

In thousands		Effective Portion				Ineffective Portion
		Quarter Ended July 31, 2009				Quarter Ended July 31, 2009
			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	$	10,805	Cost of Sales	$	(17,564)	Cost of Sales	$	-

In thousands		Effective Portion				Ineffective Portion
		Six Months Ended July 31, 2009				Six Months Ended July 31, 2009
			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	$	13,540	Cost of Sales	$	(23,718)	Cost of Sales	$	-

5. Borrowings and Credit Facilities

Direct borrowings and capital lease obligations consisted of the following:

		July 31,		October 31,
In thousands		2009		2008
6.0% Senior Notes due 2016	$	247,291	$	247,073
6.625% Senior Notes due 2036		148,390		148,374
Term loan		148,750		161,875
Revolving loans		-		-
Short-term notes payable		574		8,097
Capital leases and other		2,984		2,008
		547,989		567,427
Less: Amounts due within one year		(19,645)		(26,460)
Long-term obligations	$	528,344	$	540,967

10

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

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 July 31, 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 July 31, 2009, there were no outstanding direct borrowings under the Credit Agreement. Outstanding letters of credit issued under the Credit Agreement, which count toward the $400.0 million credit limit, totaled $156.7 million. At July 31, 2009, there was $243.3 million available for borrowings under the Credit Agreement.

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 July 31, 2009, $148.8 million is outstanding on the term loan. Outstanding borrowings bear interest equal to the LIBOR Rate which has a weighted average interest rate of 1.008%. 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 May 21, 2009, our Board of Directors declared a cash dividend of $0.175 per outstanding share of common stock. The dividend was paid on June 19, 2009 to all shareholders of record at the close of business on June 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 July 31, 2009, we did not purchase any common stock. During the nine months ended July 31, 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

11

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

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.

Comprehensive income consisted of the following:

			Quarter Ended				Nine Months Ended
			July 31,		August 1,		July 31,		August 1,
In thousands			2009		2008		2009		2008
Net income		$	124,344	$	113,079	$	330,625	$	256,239
Other comprehensive income (loss):
	Pension & postretirement adjustments		(953)		(20,227)		(859)		(14,321)
	Translation adjustments		40,439		5,511		50,532		(11,195)
	Derivative fair value adjustments		17,615		1,509		18,056		(1,567)
Total other comprehensive income (loss)			57,101		(13,207)		67,729		(27,083)
Total comprehensive income		$	181,445	$	99,872	$	398,354	$	229,156

7. Share-Based Compensation

We recognized total share-based compensation expense for the nine months ended July 31, 2009 and August 1, 2008 of approximately $13.8 million and $10.2 million, respectively. We recognized total share-based compensation expense for the quarters ended July 31, 2009 and August 1, 2008 of approximately $4.8 million and $3.6 million, respectively.

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	2,086,000		21.77
Options exercised	(94,000)		12.38
Options forfeited and cancelled	(251,777)		34.14
Outstanding at July 31, 2009	3,697,565	$	29.87	$	42.6
Exercisable at July 31, 2009	1,183,879	$	31.87	$	12.8

12

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 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				Nine Months Ended
			July 31,		August 1,		July 31,		August 1,
In thousands except per share data			2009		2008		2009		2008
Numerator:
	Income from continuing operations	$	124,344	$	113,079	$	330,625	$	255,098
	Discontinued operations		-		-		-		1,141
	Net income	$	124,344	$	113,079	$	330,625	$	256,239
Denominator:
	Denominator for basic net income per share -
	Weighted average shares		102,452		108,495		102,433		108,193
	Effect of dilutive securities:
	Stock options, restricted stock units and
	performance shares		705		951		561		1,037
	Denominator for diluted net income per share -
	Adjusted weighted average shares and
	assumed conversions		103,157		109,446		102,994		109,230
Basic earnings per share:
	Income from continuing operations	$	1.21	$	1.04	$	3.23	$	2.36
	Discontinued operations		-		-		-		0.01
	Net Income	$	1.21	$	1.04	$	3.23	$	2.37
Diluted earnings per share:
	Income from continuing operations	$	1.21	$	1.03	$	3.21	$	2.34
	Discontinued operations		-		-		-		0.01
	Net Income	$	1.21	$	1.03	$	3.21	$	2.35

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.

13

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

				July 31, 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	$	(1,451)	$	2,900	$	(1,088)
	Customer relationships	20 years		105,200		(11,347)		105,200		(7,127)
	Backlog	1 year		15,089		(15,089)		15,089		(15,007)
	Non-compete agreements	5 years		5,809		(3,099)		5,800		(2,435)
	Patents	17 years		21,120		(6,643)		21,118		(5,853)
	Unpatented technology	32 years		1,236		(291)		1,236		(200)
	Subtotal	17 years		151,354		(37,920)		151,343		(31,710)
Indefinite lived other intangible assets:
	Trademarks			75,400		-		75,400		-
Total other intangible assets			$	226,754	$	(37,920)	$	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
Translation adjustments and other		-		913		332		1,245
Balance as of July 31, 2009	$	6,676	$	8,808	$	110,769	$	126,253

14

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

Amortization expense was $2.0 million and $6.4 million for the quarter ended July 31, 2009 and August 1, 2008, respectively and $6.2 million and $12.9 million for the nine months ended July 31, 2009 and August 1, 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.

During the Chapter 11 reorganization of Harnischfeger Industries, Inc., our Predecessor Company, in 1999 by the filing of a voluntary petition under Chapter 11 of the United States Bankruptcy Code, the Wisconsin Department of Workforce Development ("DWD") filed claims against Beloit Corporation ("Beloit"), a former majority owned subsidiary, and us in Federal bankruptcy court seeking "at least" $10 million in severance benefits and penalties, plus interest, on behalf of former Beloit employees. DWD's claim against Beloit included unpaid severance pay due under a severance policy Beloit established in 1996. DWD alleges that Beloit violated its alleged contractual obligations under the 1996 policy when it amended the policy in 1999. The Federal District Court for the District of [Delaware] removed DWD's claims from the bankruptcy court and granted summary judgment in our favor on all of DWD's claims in December 2001. DWD appealed the decision and the judgment was ultimately vacated in part and remanded. Following further proceedings, DWD’s only remaining claim against us is that our predecessor company tortiously interfered with Beloit's decision to amend its severance policy. We are currently set to commence a trial on DWD's remaining claim on September 30, 2009. We do not believe these proceedings will have a significant effect on our financial statements.

Because DWD's claims were still being litigated as of the effective date of our plan of reorganization, the plan of reorganization provided that the claim allowance process with respect to DWD's claims would continue as long as necessary to liquidate and determine these claims. We are currently set to commence a trial on DWD's remaining claim on September 30, 2009. We do not believe these proceedings will have a significant effect on our financial statements.

15

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

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 July 31, 2009, we were contingently liable to banks, financial institutions, and others for approximately $199.8 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 $20.0 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 July 31, 2009, the notional or face value of forward foreign exchange contracts to which we are a party, in U.S. dollar equivalent terms, was $507.2 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.

Financial assets and liabilities measured at fair value as of July 31, 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:

		July 31,		Fair Value Measurements
In thousands		2009		Level 1		Level 2		Level 3
Assets
Derivatives	$	14,631	$	-	$	14,631	$	-
Liabilities
Derivatives	$	(16,732)	$	-	$	(16,732)	$	-

On May 1, 2009, we adopted FASB Staff Position FAS 107-1 and APB 28-1, Interim Disclosure about Fair Value of Financial Instruments (“FSP 107-1”). FSP 107-1 amends FAS No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosure about fair value of financial instruments for interim reporting periods. The following table provides the carrying value and fair value for assets and liabilities not carried at fair value in our condensed Consolidated Balance Sheet. For a description of how we estimate fair value, please see Note 19 to our Fiscal 2008 Consolidated Financial Statements.

16

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

In thousands		Carrying Value		Fair Value
October 31, 2008
Cash and cash equivalents	$	201,575	$	201,575
6.0 % Senior Notes		247,073		211,825
6.625% Senior Notes		148,374		114,869
Term Loan		161,875		161,875
Other borrowings		10,105		10,105
July 31, 2009
Cash and cash equivalents	$	266,569	$	266,569
6.0 % Senior Notes		247,291		238,185
6.625% Senior Notes		148,390		122,724
Term Loan		148,750		148,750
Other borrowings		3,558		3,558

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

17

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

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

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:

		July 31,		October 31,
In thousands		2009		2008
Finished goods	$	592,916	$	552,692
Work in process and purchased parts		196,087		134,905
Raw materials		102,207		117,647
	$	891,210	$	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				Nine Months Ended
			July 31,		August 1,		July 31,		August 1,
In thousands			2009		2008		2009		2008
Balance, beginning of period		$	49,052	$	49,821	$	46,621	$	49,382
	Acquisitions		-		-		-		2,762
	Accrual for warranty expensed during the period		11,069		8,572		25,697		22,867
	Settlements made during the period		(9,402)		(8,491)		(21,513)		(23,973)
	Change in liability for pre-existing warranties
	during the period, including expirations		206		185		506		368

18

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

	Effect of foreign currency translation		1,835		334		1,449		(985)
Balance, end of period		$	52,760	$	50,421	$	52,760	$	50,421

15. Retiree Benefits

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

			Pension Benefits				Postretirement Benefits
			Quarter Ended				Quarter Ended
			July 31,		August 1,		July 31,		August 1,
In thousands			2009		2008		2009		2008
Service cost		$	3,929	$	5,806	$	198	$	231
Interest cost			21,318		25,442		548		598
Expected return on assets			(21,539)		(29,704)		(44)		(53)
Amortization of:
	Prior service cost		286		408		(41)		(41)
	Actuarial loss		70		1,913		(602)		(113)
Net periodic benefit cost		$	4,064	$	3,865	$	59	$	622

			Pension Benefits				Postretirement Benefits
			Nine Months Ended				Nine Months Ended
			July 31,		August 1,		July 31,		August 1,
In thousands			2009		2008		2009		2008
Service cost		$	11,786	$	16,371	$	594	$	692
Interest cost			63,953		68,654		1,643		1,795
Expected return on assets			(64,616)		(77,386)		(131)		(160)
Amortization of:
	Prior service cost		858		706		(123)		(123)
	Actuarial loss		210		7,354		(1,805)		(340)
Net periodic benefit cost		$	12,191	$	15,699	$	178	$	1,864

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

16. Segment Information

As of July 31, 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.

19

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

Operating income (loss) of the segments does not include interest income (expense) or provision for income taxes.

			Underground		Surface
			Mining		Mining		Crushing &
			Machinery		Equipment		Conveying		Corporate		Eliminations		Total
3rd Quarter 2009
Net Sales
	Third Party	$	541,955	$	336,780	$	77,655	$	-	$	-	$	956,390
	Intersegment		619		155		20,221		-		(20,995)		-
	Total	$	542,574	$	336,935	$	97,876	$	-	$	(20,995)	$	956,390
Operating income (loss)		$	115,925	$	84,343	$	10,471	$	(8,749)	$	(7,085)	$	194,905
	Interest income		-		-		-		1,840		-		1,840
	Interest expense		-		-		-		(7,601)		-		(7,601)
	Reorganization items		-		-		-		(125)		-		(125)
	Income before income taxes	$	115,925	$	84,343	$	10,471	$	(14,635)	$	(7,085)	$	189,019
3rd Quarter 2008
Net Sales
	Third Party	$	453,003	$	365,543	$	85,223	$	-	$	-	$	903,769
	Intersegment		4,161		111		23,404		-		(27,676)		-
	Total	$	457,164	$	365,654	$	108,627	$	-	$	(27,676)	$	903,769
Operating income (loss)		$	87,817	$	53,185	$	7,996	$	(9,309)	$	(6,070)	$	133,619
	Interest income		-		-		-		3,700		-		3,700
	Interest expense		-		-		-		(8,581)		-		(8,581)
	Reorganization items		-		-		-		(135)		-		(135)
	Income before income taxes	$	87,817	$	53,185	$	7,996	$	(14,325)	$	(6,070)	$	128,603
Nine Months Fiscal 2009
Net Sales
	Third Party	$	1,416,513	$	975,051	$	243,222	$	-	$	-	$	2,634,786
	Intersegment		5,625		423		65,255		-		(71,303)		-
	Total	$	1,422,138	$	975,474	$	308,477	$	-	$	(71,303)	$	2,634,786
Operating income (loss)		$	314,876	$	220,467	$	31,829	$	(26,893)	$	(22,069)	$	518,210
	Interest income		-		-		-		4,981		-		4,981
	Interest expense		-		-		-		(24,391)		-		(24,391)
	Reorganization items		-		-		-		(525)		-		(525)
	Income before income taxes	$	314,876	$	220,467	$	31,829	$	(46,828)	$	(22,069)	$	498,275
Nine Months Fiscal 2008
Net Sales
	Third Party	$	1,209,417	$	1,019,630	$	158,184	$	-	$	-		2,387,231
	Intersegment		9,966		553		62,542		-		(73,061)		-
	Total	$	1,219,383	$	1,020,183	$	220,726	$	-	$	(73,061)	$	2,387,231
Operating income (loss)		$	233,334	$	152,030	$	11,932	$	(25,881)	$	(12,370)	$	359,045
	Interest income		-		-		-		9,344		-		9,344
	Interest expense		-		-		-		(24,030)		-		(24,030)
	Reorganization items		-		-		-		(2,311)		-		(2,311)
	Income before income taxes	$	233,334	$	152,030	$	11,932	$	(42,878)	$	(12,370)	$	342,048

20

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 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. Subsequent Event

On August 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 September 18, 2009 to all shareholders of record at the close of business on September 4, 2009.

19. 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 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.

In May 2009, FASB issued SFAS No. 165, Subsequent Events. SFAS No. 165 is intended to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before

21

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

financial statements are issued or are available to be issued. The standard requires disclosures of the date through which the company has evaluated subsequent events and whether such date represents the date the financial statements were issued or were available to be issued. SFAS No. 165 is effective for us in the beginning of the third quarter of fiscal 2009. Refer to Note 2, “Basis of Presentation” and Note 18, “Subsequent Event,” for disclosure of the Company’s subsequent events for the current reporting period.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No.46(R). SFAS No. 167 changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. This statement is effective for us beginning in the first quarter of fiscal 2011. We are assessing the potential impact that the adoption on SFAS No. 167 will have on our financial statements.

In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162. This statement is effective for us in the fourth quarter of fiscal 2009. Upon effect, the FASB Accounting Standard Codification will become the source of authoritative U.S. GAAP recognized by the FASB. The adoption of this statement will not have a significant impact on our financial statements.

20. Subsidiary Guarantors

The following tables present condensed consolidated financial information as of and for the quarter and nine months ended July 31, 2009 and August 1, 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.

22

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

Condensed Consolidated

Statement of Income

Quarter Ended July 31, 2009

(In thousands)

			Parent		Subsidiary		Non-Guarantor
			Company		Guarantors		Subsidiaries		Eliminations		Consolidated
Net sales		$	-	$	655,842	$	540,513	$	(239,965)	$	956,390
Cost of sales			-		459,834		381,700		(189,565)		651,969
Product development, selling
	and administrative expenses		9,214		60,944		40,004		-		110,162
Other income			-		10,440		(11,086)		-		(646)
Operating income (loss)			(9,214)		124,624		129,895		(50,400)		194,905
Intercompany items			10,235		(20,283)		(21,667)		31,715		-
Interest income (expense) - net			(7,399)		772		866		-		(5,761)
Reorganization items			(125)		-		-		-		(125)
Income (loss) from continuing operations
	before income taxes and equity		(6,503)		105,113		109,094		(18,685)		189,019
(Provision) benefit for income taxes			2,593		(48,841)		(18,427)		-		(64,675)
Equity in income (loss) of subsidiaries			128,254		68,402		-		(196,656)		-
Net income		$	124,344	$	124,674	$	90,667	$	(215,341)	$	124,344

23

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

Condensed Consolidated

Statement of Income

Quarter Ended August 1, 2008

(In thousands)

			Parent		Subsidiary		Non-Guarantor
			Company		Guarantors		Subsidiaries		Eliminations		Consolidated
Net sales		$	-	$	580,360	$	549,035	$	(225,626)	$	903,769
Cost of sales			-		437,955		407,575		(187,732)		657,798
Product development, selling
	and administrative expenses		9,288		62,340		41,860		-		113,488
Other (income) expense			-		11,155		(12,291)		-		(1,136)
Operating income (loss)			(9,288)		68,910		111,891		(37,894)		133,619
Intercompany items			4,504		(22,072)		(9,142)		26,710		-
Interest income (expense) - net			(8,066)		111		3,074		-		(4,881)
Reorganization items			(135)		-		-		-		(135)
Income (loss) from continuing operations
	before income taxes and equity		(12,985)		46,949		105,823		(11,184)		128,603
(Provision) benefit for income taxes			33,439		(31,491)		(17,472)		-		(15,524)
Equity in income (loss) of subsidiaries			92,625		68,410		-		(161,035)		-
Income (loss) from continuing operations			113,079		83,868		88,351		(172,219)		113,079
Income from discontinued operations			-		-		-		-		-
Net income		$	113,079	$	83,868	$	88,351	$	(172,219)	$	113,079

24

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

Condensed Consolidated

Statement of Income

Nine Months Ended July 31, 2009

(In thousands)

			Parent		Subsidiary		Non-Guarantor
			Company		Guarantors		Subsidiaries		Eliminations		Consolidated
Net sales		$	-	$	1,803,420	$	1,534,153	$	(702,787)	$	2,634,786
Cost of sales			-		1,239,220		1,116,989		(562,242)		1,793,967
Product development, selling
	and administrative expenses		27,408		181,941		115,528		-		324,877
Other income			-		31,427		(33,695)		-		(2,268)
Operating income (loss)			(27,408)		350,832		335,331		(140,545)		518,210
Intercompany items			29,607		(49,320)		(66,810)		86,523		-
Interest income (expense) - net			(23,184)		1,581		2,193		-		(19,410)
Reorganization items			(525)		-		-		-		(525)
Income (loss) from continuing operations
	before income taxes and equity		(21,510)		303,093		270,714		(54,022)		498,275
(Provision) benefit for income taxes			12,845		(132,896)		(47,599)		-		(167,650)
Equity in income (loss) of subsidiaries			339,290		161,894		-		(501,184)		-
Net income		$	330,625	$	332,091	$	223,115	$	(555,206)	$	330,625

25

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

Condensed Consolidated

Statement of Income

Nine Months Ended August 1, 2008

(In thousands)

			Parent		Subsidiary		Non-Guarantor
			Company		Guarantors		Subsidiaries		Eliminations		Consolidated
Net sales		$	-	$	1,481,025	$	1,469,441	$	(563,235)	$	2,387,231
Cost of sales			-		1,067,321		1,093,890		(454,076)		1,707,135
Product development, selling
	and administrative expenses		25,900		160,461		136,616		-		322,977
Other (income) expense			-		31,979		(33,905)		-		(1,926)
Operating income (loss)			(25,900)		221,264		272,840		(109,159)		359,045
Intercompany items			5,816		(36,547)		(41,047)		71,778		-
Interest income (expense) - net			(22,275)		550		7,039		-		(14,686)
Reorganization items			(259)		-		(2,052)		-		(2,311)
Income (loss) from continuing operations
	before income taxes and equity		(42,618)		185,267		236,780		(37,381)		342,048
(Provision) benefit for income taxes			45,948		(97,316)		(35,582)		-		(86,950)
Equity in income (loss) of subsidiaries			252,909		151,488		-		(404,397)		-
Income (loss) from continuing operations			256,239		239,439		201,198		(441,778)		255,098
Income from discontinued operations			-		1,141		-		-		1,141
Net income		$	256,239	$	240,580	$	201,198	$	(441,778)	$	256,239

26

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

Condensed Consolidated

Balance Sheet

July 31, 2009

(In thousands)

				Parent		Subsidiary		Non-Guarantor
				Company		Guarantors		Subsidiaries		Eliminations		Consolidated
ASSETS
Current assets:
	Cash and cash equivalents		$	15,091	$	9,515	$	241,963	$	-	$	266,569
	Accounts receivable-net			-		249,792		364,032		(2,021)		611,803
	Inventories			-		493,793		555,744		(158,327)		891,210
	Other current assets			41,339		30,801		63,564		-		135,704
		Total current assets		56,430		783,901		1,225,303		(160,348)		1,905,286
Property, plant and equipment-net				115		176,611		154,152		-		330,878
Intangible assets-net				-		298,426		16,661		-		315,087
Investment in affiliates				2,576,583		1,174,035		202,489		(3,953,107)		-
Intercompany accounts-net				(1,051,264)		467,953		615,684		(32,373)		-
Deferred income taxes				216,975		-		-		-		216,975
Other assets				2,247		35,626		30,024		-		67,897
		Total assets	$	1,801,086	$	2,936,552	$	2,244,313	$	(4,145,828)	$	2,836,123
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Short-term notes payable, including current portion
	of long-term obligations		$	17,500	$	146	$	1,999	$	-	$	19,645
	Trade accounts payable			1,053		113,137		110,318		-		224,508
	Employee compensation and benefits			10,067		61,827		28,412		-		100,306
	Advance payments and progress billings			-		231,107		277,565		(67,779)		440,893
	Accrued warranties			-		28,203		24,557		-		52,760
	Other accrued liabilities			(20,612)		56,765		118,152		(3,710)		150,595
		Total current liabilities		8,008		491,185		561,003		(71,489)		988,707
Long-term obligations				526,931		-		1,413		-		528,344
Other non-current liabilities				381,556		19,412		33,513		-		434,481
Shareholders' equity (deficit)				884,591		2,425,955		1,648,384		(4,074,339)		884,591
		Total liabilities and shareholders' equity (deficit)	$	1,801,086	$	2,936,552	$	2,244,313	$	(4,145,828)	$	2,836,123

27

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 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

28

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

Condensed Consolidated

Statement of Cash Flows

Nine Months Ended July 31, 2009

(In thousands)

			Parent		Subsidiary		Non-Guarantor
			Company		Guarantors		Subsidiaries		Eliminations		Consolidated
Net cash (used) provided by operating activities		$	38,685	$	48,417	$	126,282	$	-	$	213,384
Investing Activities:
	Acquisition of business, net of cash received		(114)		(11,070)		-		-		(11,184)
	Property, plant and equipment acquired		-		(32,496)		(33,606)		-		(66,102)
	Other - net		(535)		1,234		240		-		939
	Net cash (used) provided by investing activities		(649)		(42,332)		(33,366)		-		(76,347)
Financing Activities:
	Exercise of stock options		1,163		-		-		-		1,163
	Excess income tax benefit from exercise of stock options		720		-		-		-		720
	Dividends paid		(53,690)		-		-		-		(53,690)
	Purchase of treasury stock		(13,706)		-		-		-		(13,706)
	Financing fees		-		-		-		-		-
	Borrowings (payments) on long-term obligations, net		(13,125)		(2)		(1,272)		-		(14,399)
	Increase (decrease) in short-term notes payable, net		-		-		(7,343)		-		(7,343)
	Net cash provided (used) by financing activities		(78,638)		(2)		(8,615)		-		(87,255)
Effect of exchange rate changes on cash and
	cash equivalents		-		-		15,212		-		15,212
Increase (decrease) in cash and cash equivalents			(40,602)		6,083		99,513		-		64,994
Cash and cash equivalents at beginning of period			55,693		3,432		142,450		-		201,575
Cash and cash equivalents at end of period		$	15,091	$	9,515	$	241,963	$	-	$	266,569

29

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2009

(Unaudited)

Condensed Consolidated

Statement of Cash Flows

Nine Months Ended August 1, 2008

(In thousands)

			Parent		Subsidiary		Non-Guarantor
			Company		Guarantors		Subsidiaries		Eliminations		Consolidated
Net cash provided (used) by operating activities		$	183,974	$	22,275	$	128,218	$	-	$	334,467
Investing Activities:
	Acquisition of business, net of cash received		(266,004)		2,592		8,168		-		(255,244)
	Property, plant and equipment acquired		-		(37,216)		(19,101)		-		(56,317)
	Proceeds from the sale of business		-		9,868		-		-		9,868
	Other - net		509		(1,164)		944		-		289
	Net cash (used) provided by investing activities		(265,495)		(25,920)		(9,989)		-		(301,404)
Financing Activities:
	Exercise of stock options		18,293		-		-		-		18,293
	Excess income tax benefit from exercise of stock options		12,021		-		-		-		12,021
	Dividends paid		(48,572)		-		-		-		(48,572)
	Purchase of treasury stock		(41,471)		-		-		-		(41,471)
	Financing fees		(1,495)		-		-		-		(1,495)
	Borrowings (payments) on long-term obligations, net		166,250		(3)		(676)		-		165,571
	Increase (decrease) in short-term notes payable, net		-		-		(3,786)		-		(3,786)
	Net cash used by financing activities		105,026		(3)		(4,462)		-		100,561
Effect of exchange rate changes on cash and
	cash equivalents		-		-		13		-		13
Increase (decrease) in cash and cash equivalents			23,505		(3,648)		113,780		-		133,637
Cash and cash equivalents at beginning of period			36,614		11,394		125,240		-		173,248
Cash and cash equivalents at end of period		$	60,119	$	7,746	$	239,020	$	-	$	306,885

30

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 third quarter of 2009 were $956.4 million, up $52.6 million or 5.8% from the prior year, reflecting a 19% increase in original equipment and 4% decrease in aftermarket parts and services. Compared to last year’s third quarter, original equipment and aftermarket parts and services sales were unfavorably impacted by $17.2 million and $24.7, respectively, due to the stronger U.S. dollar. Operating income in the quarter increased to $194.9 million from $133.6 million in the prior-year quarter as a result of higher net sales, better pricing, the positive impact of cost controls, and decreased amortization related to the Continental business of $4.8 million. Operating income in this year’s third quarter was also unfavorably impacted by $4.5 million of foreign currency translation compared to the prior year quarter.

Net sales in fiscal 2009 nine months were $2.6 billion, up $247.6 million or 10% from the prior year. Net sales in the fiscal 2009 nine months were unfavorably impacted by $174.7 million due to the stronger U.S. dollar. Operating income in the nine months increased to $518.2 million from $359.0 million in the prior year period primarily due to higher net sales, cost controls, decreased amortization related to the Continental business of $13.8 million, and the unfavorable impact of a $22.7 million contract cancellation charge not repeated in the current year. Operating income in this year’s nine months was also unfavorably impacted by $23.4 million of foreign currency translation compared to the prior year period.

Bookings in the third quarter of fiscal 2009 were $644.0 million, down $856.4 million or 57% 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 $39.2 million of order cancellations and increased $15.3 million for the impact of foreign currency translation. The majority of the cancellations occurred in the Joy Mining Machinery and Continental businesses and was mainly from customers in Northern and Central Appalachia. Original equipment orders were again down in the quarter, most significantly in the P&H surface business as the volatility in the commodity markets was reflected in cautious capital investment decisions by our customers. Aftermarket products and services orders were also down in the quarter compared to the prior year, primarily due to less original equipment in production in response to decreased demand for mined resources worldwide.

Bookings in fiscal 2009 nine months were $1.8 billion, down $1.8 billion or 50% from the prior year. Bookings in fiscal 2009 nine months were impacted by cancellations of $295.7 million and the unfavorable impact of foreign currency translation of $81.1 million.

The third quarter of 2009 includes a backlog adjustment of $606 million for removal of certain surface equipment orders which no longer meet our revised booking criteria. These orders, which were from major

31

customers, were booked with Letters of Intent and deposits to secure production slots while contracts were finalized, which was the previous policy. However, the sudden downturn in the commodity markets caused the underlying projects to be put on hold, and the contracting process suspended. We have determined that it is appropriate to align backlog to the current booking criteria, which now requires contracts with progress payments.

Market Outlook

The global economy and the commodity markets have been in turmoil over the past year, but they are more recently experiencing improving fundamentals. Growth in China and India was above expectations. It was a surprise that Germany, France and Japan reported positive growth in the second quarter. Although the U.S. continued to slow, the rate of decline has improved from the first quarter and the trend could turn positive in the second half of this year.

China’s growth comes from an effective stimulus program and relaxed credit restrictions. This has lead to strong imports of all commodities. Imports of met and thermal coal, copper and iron ore continue to run at high, and often, record levels. Iron ore imports are up and metallurgical coal imports are three times that of the prior year. Copper prices have doubled from their lows last December on the back of an increase in China imports. These import levels are higher than China’s industrial production rates, and stock levels have increased. Some of the stock building has been in anticipation of stimulus spending, and some is the result of China’s historical pattern of opportunistic re-stocking. As a result, the rate of growth in commodity imports could start to moderate, even as China’s economy continues to strengthen.

In contrast, industrial production in the U.S. dropped as companies focused on improving cash flow by reducing inventory levels. Steel inventories have been reduced to volumes not seen since the early 1980’s and in months of supply, to below the average of the last ten years. With inventories now at minimal levels, capacity utilization in the U.S. steel industry has begun to improve, and this is starting to add some demand for metallurgical coal and iron ore. We believe that steel is a barometer of general industrial activity and that the broader industrial sector is reaching the end of its inventory liquidation, and this will lead to an improvement in industrial production. We also believe that the timing can be important, because the effect of completing inventory liquidation in the developed economies could help offset the expected moderation in commodity demand from China.

We see a significant difference in coal demand between the seaborne traded coal markets and the U.S. market. Thermal coal demand in the U.S. is expected to be down this year. Based on second quarter output, coal production has been reduced, and will continue to need reduction to balance supply with current demand. The return of U.S. production will be further delayed because inventories at power plants have grown to double their normal levels. Despite the near-term challenges, there is some upside to U.S. coal demand. There is coal-fired capacity under construction or with completed permitting, and half of that capacity is scheduled to be on line by the end of 2010. This will be the newest and most efficient capacity on the grid.

The international coal markets are in significant contrast to the U.S. China imports of thermal coal are up in the first half of this year, and 2009 could see China as a net importer for the first time in twenty years. India is also having a significant impact on the seaborne markets for thermal coal, with imports expected to be up this year and next.

In summary, the international commodity markets have improved faster than expected and should remain strong for at least the next couple of years. The U.S. coal market has seen a steeper demand decline and additionally will have a delayed response to improved demand as it works off higher than normal stockpiles. As such, recovery in the U.S. market may be a year or more behind the international markets.

32

Company Outlook

We continue to be encouraged by more positive signs coming from both the global economy and the commodity markets. It is also too soon to determine whether this will lead to recovery. We continue to look to the activities and decisions of our customers as the best indicator of future trends and directions for our business, and they continue to be cautious as well. After delaying approved projects and cutting production, our international customers are waiting for clearer signs of sustainable recovery in the global economy before undertaking the expensive and lengthy process of restarting any projects or adding back production. However, they are beginning to get ready by reviewing and validating economics, updating engineering, and confirming equipment availability for projects previously put on hold. Our customers will be methodical in this process, and any new or reactivated expansion project will wait for re-approval through their annual capital budgeting process late in fiscal 2009. Despite an improved outlook for the international markets, we see little opportunity for the U.S. market, especially thermal coal, through fiscal 2010.

33

Results of Operations

Quarter Ended July 31, 2009 to Quarter Ended August 1, 2008.

Net Sales

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

			Quarter Ended
			July 31,		August 1,		$	%
In thousands			2009		2008		Change	Change
Net Sales
	Underground Mining Machinery	$	542,574	$	457,164	$	85,410	18.7
	Surface Mining Equipment		336,935		365,654		(28,719)	(7.9)
	Crushing & Conveying		97,876		108,627		(10,751)	(9.9)
	Eliminations		(20,995)		(27,676)
	Total	$	956,390	$	903,769		52,621	5.8

The increase in net sales for Underground Mining Machinery in the third quarter compared to the prior year third quarter was the result of an $86.6 million increase in original equipment sales and a $1.2 million decrease in aftermarket products and services sales. Current quarter net sales for original equipment and aftermarket products were reduced by $13.1 million and $11.7 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 $105.8 million in the United States, while original equipment sales primarily related to room and pillar applications increased by $27.2 million in South Africa. These increases were partially offset by a decline in original equipment sales for longwall system applications in Eurasia. After the adverse impact of foreign currency translation, aftermarket sales were down to flat across all regions with the exception of the United States which experienced a 7.8% increase in sales.

The decrease in net sales for Surface Mining Equipment in the third quarter was the result of an $18.9 million decrease in original equipment sales and a $9.8 million decrease in aftermarket products and services. These changes included the adverse impact of $0.4 million and $9.8 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, while the decrease in aftermarket products and services was correlated to customer production decreases in the U.S.

The decrease in net sales for Crushing & Conveying in the third quarter was the result of $7.1 million increase in original equipment sales and a $17.8 million decrease in aftermarket products and services.

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.

34

Operating Income

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

			Quarter Ended
			July 31, 2009			August 1, 2008
			Operating	%		Operating	%
In thousands			Income (loss)	of Net Sales		Income (loss)	of Net Sales
	Underground Mining Machinery	$	115,925	21.4%	$	87,817	19.2%
	Surface Mining Equipment		84,343	25.0%		53,185	14.5%
	Crushing & Conveying		10,471	10.7%		7,996	7.4%
	Corporate Expense		(8,749)	-		(9,309)	-
	Eliminations		(7,085)	-		(6,070)	-
	Total	$	194,905	20.4%	$	133,619	14.8%

Operating income for Underground Mining Machinery was $115.9 million in the third quarter of 2009 compared to operating income of $87.8 million in the third quarter of 2008. Operating income was favorably impacted by higher sales volumes, better pricing and the control of spending, which was partially offset by $5.3 million unfavorable foreign currency translation related to the stronger U.S. dollar.

Operating income for Surface Mining Equipment was $84.3 million in the third quarter of 2009 compared to operating income of $53.2 million in the third quarter of 2008. Operating income was positively impacted by better pricing, favorable manufacturing efficiencies and strategic cost reduction initiatives, offset slightly by lower sales volumes.

Operating income for Crushing & Conveying was $10.5 million in the third quarter of 2009 compared to operating income of $8.0 million in the third quarter of fiscal 2008. Operating income was favorably impacted by decreased amortization of $4.8 million related to the Continental Conveyor acquisition made on February 14, 2008 and manufacturing efficiencies partially offset by lower aftermarket products and services volumes.

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.

Product Development, Selling and Administrative Expense

Product development, selling and administrative expense totaled $110.2 million, or 12% of sales, in the third quarter of 2009, compared to $113.5 million, or 13% of sales, in the third quarter of 2008. Product development, selling and administrative expense decreased in the quarter as cost savings initiatives more than offset severance and related expenses of $4.3 million.

Provision for Income Taxes

Income tax expense for the third quarter of 2009 was $64.7 million as compared to $15.5 million in the third quarter of 2008. The income tax provisions represented effective income tax rates for the third quarters of 2009 and 2008 of 34.2% and 12.1%, respectively. On a recurring basis, 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. In the third quarter of 2008, a discrete net tax benefit of $23.6 million was

35

recorded relating to U.S. foreign tax credits available for future utilization. During the third quarter of 2009, net unrecognized tax benefits increased to $23.3 million from $19.5 million.

Bookings and Backlog

Backlog for the quarter ended July 31, 2009 is the following:

BACKLOG
		Underground		Surface		Crushing
		Mining		Mining		&				Total
		Machinery		Equipment		Conveying		Eliminations		Bookings
May 1, 2009	$	1,159,790	$	1,374,860	$	179,737	$	(44,440)	$	2,669,947
Backlog Policy Adjustment		-		(605,873)		-		-		(605,873)
		1,159,790		768,987		179,737		(44,440)		2,064,074
New Orders		383,029		230,691		93,386		(23,895)		683,211
Cancellations		(28,060)		(3,219)		(7,932)		-		(39,211)
Sales		(542,574)		(336,935)		(97,876)		20,995		(956,390)
July 31, 2009	$	972,185	$	659,524	$	167,315	$	(47,340)	$	1,751,684

Bookings in the quarter were impacted by cancellations of $39.2 million and the favorable impact of foreign currency translation of $15.3 million. Underground orders totaled $355.0 million, a decrease of 52% over the prior year and included $28.1 million of original equipment and aftermarket products and service cancellations, primarily in the United States, and favorable foreign currency translation of $8.0 million. Underground orders decreased across all regions, with the exception of China. New surface orders at P&H totaled $227.5 million in the quarter. P&H recorded $3.2 million of cancellations for original equipment and aftermarket products and services and also decreased backlog by $606 million to conform current backlog to revised internal booking guidelines, as discussed below. Orders at the Crushing & Conveying segment were $85.5 million in the quarter, a decrease of 41% over the prior year and included $7.9 million of cancelled orders and an unfavorable foreign currency translation of $3.0 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.

The third quarter of 2009 includes a backlog adjustment of $606 million for removal of certain surface equipment orders which no longer meet the Company’s revised booking criteria. These orders, which were from major customers, were booked with Letters of Intent and deposits to secure production slots while contracts were finalized, which was the previous policy. However, the sudden downturn in the commodity markets caused the underlying projects to be put on hold, and the contracting process suspended. We have determined that it is appropriate to align backlog to the current booking criteria, which now requires contracts with progress payments.

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Nine Months Ended July 31, 2009 to Nine Months Ended August 1, 2008

Net Sales

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

			Nine Months Ended
			July 31,		August 1,		$	%
In thousands			2009		2008		Change	Change
Net Sales
	Underground Mining Machinery	$	1,422,138	$	1,219,383	$	202,755	16.6%
	Surface Mining Equipment		975,474		1,020,183		(44,709)	(4.4%)
	Crushing & Conveying		308,477		220,726		87,751	39.8%
	Eliminations		(71,303)		(73,061)		-	-
	Total	$	2,634,786	$	2,387,231	$	247,555	10.4%

The increase in net sales for Underground Mining Machinery in the fiscal 2009 nine months compared with the fiscal 2008 nine months was the result of a $188.3 million increase in original equipment and a $14.5 million increase in aftermarket products and service. Original equipment sales for room and pillar and longwall system applications increased by $231.4 million in the United States and by $25.9 million in Australasia, while original equipment sales primarily related to room and pillar applications increased by $52.5 million in South Africa. These increases were partially offset by a roof support system sale in the fiscal 2008 nine months not duplicated in fiscal 2009 in Eurasia and a decline in equipment sales for longwall system applications in China. Aftermarket sales were down across all regions with the exception of the United States, which experienced a 20% increase in aftermarket revenues. Fiscal 2009 nine months net sales for original equipment and aftermarket products were reduced by $68.9 million and $60.0 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 nine months compared with the fiscal 2008 nine months was due to a $28.6 million decrease in original equipment and a $16.1 million decrease in aftermarket products and service. Original equipment sales decreased primarily due to timing of shovel deliveries, partially offset by increased drill and alliance sales. Aftermarket sales were flat or down across all regions with the exception of Canada and Australasia. Fiscal 2009 nine months net sales for original equipment and aftermarket products were reduced by $1.8 million and $34.4 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 nine months was the result of a $78.2 million increase in original equipment sales and a $9.6 million increase in aftermarket products and services primarily due to the Continental Conveyor acquisition made on February 14, 2008, which included only five 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.

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Operating Income

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

			Nine Months Ended
			July 31, 2009			August 1, 2008
			Operating	%		Operating	%
In thousands			Income (loss)	of Net Sales		Income (loss)	of Net Sales
	Underground Mining Machinery	$	314,876	22.1%	$	233,334	19.1%
	Surface Mining Equipment		220,467	22.6%		152,030	14.9%
	Crushing & Conveying		31,829	10.3%		11,932	5.4%
	Corporate Expense		(26,893)	-		(25,881)	-
	Eliminations		(22,069)	-		(12,370)	-
	Total	$	518,210	19.7%	$	359,045	15.0%

Operating income for Underground Mining Machinery was $314.9 million for the fiscal 2009 nine months compared to operating income of $233.3 million for the fiscal 2008 nine months. Operating income was favorably impacted by higher sales volumes, favorable pricing and the control of spending, partially offset by $28.4 million of unfavorable foreign currency translation related to the stronger U.S. dollar.

Operating income for Surface Mining Equipment was $220.5 million for the fiscal 2009 nine months compared to operating income of $152.0 million for the fiscal 2008 nine months. Operating income was negatively impacted in the prior nine months as the result of a $22.7 million charge related to the termination of a repair and maintenance contract in Australia and the retiree benefit cost associated with the execution of the Steelworkers agreement in Milwaukee of $5.3 million. Operating income was positively impacted in the fiscal 2009 nine months by favorable pricing and manufacturing efficiencies, reduced material costs and control of spending.

The increase in operating income for Crushing & Conveying in the fiscal 2009 nine months compared with the fiscal 2008 nine months was primarily due to increased sales volumes and decreased amortization of $13.8 million related to the Continental Conveyor acquisition made 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.

Product Development, Selling and Administrative Expense

Product development, selling and administrative expense totaled $324.9 million, or 12% of sales, for the fiscal 2009 nine months, compared to $323.0 million, or 14% of sales, for the fiscal 2008 nine months. Increased product development, selling and administrative expense was related to the costs associated with the Continental business of $10.0 million, partially offset by spending control initiatives.

Provision for Income Taxes

Income tax expense for the fiscal 2009 nine months was $167.7 million as compared to $87.0 million for the fiscal 2008 nine months. These income tax provisions represented effective income tax rates for the fiscal 2009 nine months and fiscal 2008 nine months of 33.6% and 25.4%, respectively. On a recurring basis, 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. Through the third quarter of fiscal 2008, a

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discrete net tax benefit of $23.4 million was recorded relating to U.S. foreign tax credits available for future utilization.

Bookings and Backlog

Backlog for the nine months ended July 31, 2009 and August 1, 2008, is the following:

BACKLOG
		Underground		Surface		Crushing
		Mining		Mining		&				Total
		Machinery		Equipment		Conveying		Eliminations		Bookings
October 31, 2008	$	1,373,920	$	1,640,108	$	213,213	$	(52,507)	$	3,174,734
Backlog Policy Adjustment		-		(605,873)		-		-		(605,873)
		1,373,920		1,034,235		213,213		(52,507)		2,568,861
New Orders		1,146,133		748,757		284,538		(66,136)		2,113,292
Cancellations		(125,730)		(147,994)		(21,959)		-		(295,683)
Sales		(1,422,138)		(975,474)		(308,477)		71,303		(2,634,786)
July 31, 2009	$	972,185	$	659,524	$	167,315	$	(47,340)	$	1,751,684

Bookings in the fiscal 2009 nine months were impacted by cancellations of $295.7 million and the unfavorable impact of foreign currency translation of $81.1 million. Underground orders totaled $1.0 billion, a decrease of 45% over the prior year and included $125.7 million of original equipment and aftermarket products and service cancellations, primarily in the United States, and unfavorable foreign currency translation of $61.9 million. Surface orders at P&H totaled $600.8 million, down 61% from the prior year and included $148.0 million of cancellations for original equipment and aftermarket products and services, primarily in the copper and iron ore mining industries, and unfavorable foreign currency translation of $7.5 million. Orders at the Crushing & Conveying segment were $262.6 million and included $22.0 million of cancelled orders and unfavorable foreign currency translation of $11.6 million. The Crushing & Conveying segment only includes five and one-half months of activity for the fiscal 2008 nine months 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.

The third quarter of 2009 includes a backlog adjustment of $606 million for removal of certain surface equipment orders which no longer meet the Company’s revised booking criteria. These orders, which were from major customers, were booked with Letters of Intent and deposits to secure production slots while contracts were finalized, which was the previous policy. However, the sudden downturn in the commodity markets caused the underlying projects to be put on hold, and the contracting process suspended. We have determined that it is appropriate to align backlog to the current booking criteria, which now requires contracts with progress payments.

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Liquidity and Capital Resources

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

		July 31,		October 31,
In millions		2009		2008
Cash and cash equivalents	$	266.6	$	201.6
Accounts receivable		611.8		632.2
Inventories		891.2		805.2
Other current assets		135.7		99.2
Short-term debt		(19.6)		(26.5)
Accounts payable		(224.5)		(291.8)
Employee compensation and benefits		(100.3)		(110.0)
Advance payments and progress billings		(440.9)		(491.7)
Accrued warranties		(52.8)		(46.6)
Other current liabilities		(150.6)		(173.8)
Working Capital	$	916.6	$	597.8

We currently use working capital as a percentage of net sales and operating 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. Decreases in accounts payable and advance payments and progress billings also contributed to the net increase in working capital investment. Accounts payable decreases are in line with decreased inventory purchases in the third quarter fiscal 2009 while advance payments continue to be negatively affected by decreased original equipment bookings in fiscal 2009.

Our capital spending for the fiscal 2009 nine months was $66.1 million, and we anticipate capital spending for the full year of approximately $80.0 million, excluding acquisitions.

During the fiscal 2009 nine months, our cash provided by operating activities was $213.4 million compared to cash provided by operating activities of $334.5 million during the fiscal 2008 nine months. Cash provided by operating activities was significantly impacted by increased inventory levels to support the subsequent period shipments and lower advance payments, reflecting lower original equipment orders in the fiscal 2009 nine months.

During the fiscal 2009 nine months, our cash used by investing activities was $76.3 million compared to cash used by investing activities of $301.4 million during the fiscal 2008 nine 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 nine 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 nine months, our cash used by financing activities was $87.3 million compared to cash provided by financing activities of $100.6 million in the fiscal 2008 nine months. In the fiscal 2008 nine 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”).

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On May 21, 2009, our Board of Directors declared a cash dividend of $0.175 per outstanding share of common stock. The dividend was paid on June 19, 2009 to all shareholders of record at the close of business on June 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. We have not repurchased any shares during the quarter ended July 31, 2009 and have repurchased $13.7 million of common stock representing 608,720 shares during the fiscal 2009 nine 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 year and the corresponding decreased revenue outlook for fiscal 2010, we previously announced that we will adjust our cost structure in the second half of fiscal 2009 by expecting to incur approximately $10.0 million of charges, which will be associated primarily with severance benefits. During the third quarter of fiscal 2009, we incurred $4.3 million of severance related expense. We expect to incur charges of $5.0 to $7.0 million during the fourth quarter of fiscal 2009. If current market conditions do not show signs of improvement, additional restructuring actions may be necessary.

Retiree Benefits

For the fiscal 2009 nine months we have recognized $12.2 million of defined benefit pension expense compared to $15.7 million for the 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 in subsequent years. We expect to make $60-$100 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 could also be affected by the 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 July 31, 2009, we had $266.6 million in cash and cash equivalents and $243.3 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

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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 and access to debt and equity markets, 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 third 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.

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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 July 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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

Not applicable.

Item 5.Other Information

Not applicable.

Item 6.Exhibits

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

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SIGNATURE

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: September 9, 2009	Michael S. Olsen
	Executive Vice President, Chief Financial Officer
	Chief Accounting Officer and Treasurer
	(Principal Financial Officer)

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