Joy Global 10-Q 2010 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 30, 2010

OR

o  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 o

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 by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "accelerated filer,” “large accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

LARGE ACCELERATED FILER x ACCELERATED FILER o

NON-ACCELERATED FILER o SMALLER REPORTING COMPANY o

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

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 26, 2010
Common Stock, $1 par value	103,277,157

JOY GLOBAL INC.

FORM 10-Q -- INDEX

July 30, 2010

PART I. – FINANCIAL INFORMATION		PAGE No.
Item 1 –	Financial Statements (unaudited):
	Condensed Consolidated Statement of Income – Quarter and Nine Months Ended July 30, 2010 and July 31, 2009	4
	Condensed Consolidated Balance Sheet – July 30, 2010and October 30, 2009	5
	Condensed Consolidated Statement of Cash Flows – Nine Months Ended July 30, 2010 and July 31, 2009	6
	Notes to Condensed Consolidated Financial Statements	7 – 24
Item 2 –	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25-34
Item 3 –	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4 –	Controls and Procedures	35
PART II. – OTHER INFORMATION
Item 1 –	Legal Proceedings	36
Item 1A –	Risk Factors	36
Item 2 –	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3 –	Defaults Upon Senior Securities	36
Item 4 –	Reserved	36
Item 5 –	Other Information	36
Item 6 –	Exhibits	36
Signature		37

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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  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 our expectations and assumptions at the time they are made and are subject to risks and uncertainties, that may cause actual results to differ materially from the forward-looking statements.  In addition, certain market outlook information is based on third party sources that we cannot independently verify, but that we believe to be reliable.  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 30, 2009, and in other filings that we make with the SEC. Any or all of these factors could cause our actual results and financial or legal statu s 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 30,			July 31,			July 30,			July 31,
	2010			2009			2010			2009
Net sales	$	850,002		$	956,390		$	2,475,446		$	2,634,786
Costs and expenses:
Cost of sales		560,217			651,969			1,653,427			1,793,967
Product development, selling and administrative expenses		118,262			110,162			354,547			324,877
Other income		(903	)		(646	)		(3,054	)		(2,268	)
Operating income		172,426			194,905			470,526			518,210
Interest income		3,508			1,840			9,272			4,981
Interest expense		(7,447	)		(7,601	)		(22,137	)		(24,391	)
Reorganization items		(145	)		(125	)		(740	)		(525	)
Income before income taxes		168,342			189,019			456,921			498,275
Provision for income taxes		49,839			64,675			141,760			167,650
Net income	$	118,503		$	124,344		$	315,161		$	330,625
Basic earnings per share	$	1.15		$	1.21		$	3.06		$	3.23
Diluted earnings per share	$	1.13		$	1.21		$	3.01		$	3.21
Dividends per share	$	0.175		$	0.175		$	0.525		$	0.525
Weighted average shares outstanding:
Basic		103,333			102,452			103,084			102,433
Diluted		104,964			103,157			104,732			102,994

See Notes to Condensed Consolidated Financial Statements.

4

JOY GLOBAL INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands)

	July 30,		October 30,
	2010		2009
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	748,642	$	471,685
Accounts receivable, net		606,511		580,629
Inventories		777,038		769,783
Other current assets		119,496		127,930
Total current assets		2,251,687		1,950,027
Property, plant and equipment, net		359,815		347,058
Other intangible assets, net		180,875		187,037
Goodwill		127,756		127,732
Deferred income taxes		297,643		332,474
Other non-current assets		66,829		63,951
Total assets	$	3,284,605	$	3,008,279
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term notes payable, including current portion of long-term obligations	$	19,465	$	19,791
Trade accounts payable		256,703		206,770
Employee compensation and benefits		108,279		116,149
Advance payments and progress billings		351,618		321,629
Accrued warranties		57,970		58,947
Other accrued liabilities		173,229		203,498
Total current liabilities		967,264		926,784
Long-term obligations		511,387		523,890
Accrued pension costs		525,373		576,140
Other liabilities		159,660		167,726
Total liabilities		2,163,684		2,194,540
Shareholders’ equity		1,120,921		813,739
Total liabilities and shareholders’ equity	$	3,284,605	$	3,008,279

See Notes to Condensed Consolidated Financial Statements.

5

JOY GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(In thousands)

	Nine Months Ended
	July 30,			July 31,
	2010			2009
Cash flows from operating activities:
Net income	$	315,161		$	330,625
Add (deduct) – items not affecting cash
Depreciation and amortization		44,870			41,217
Increase in deferred income taxes		6,001			17,616
Excess income tax benefit from share-based payment awards		(5,446	)		(720	)
Change in long-term accrued pension costs		(33,624	)		(9,417	)
Other, net		7,192			3,984
Changes in working capital:
(Increase) decrease in accounts receivable, net		(7,231	)		66,988
(Increase) decrease in inventories		(21,472	)		(42,794	)
(Increase) decrease in other current assets		1,067			(14,859	)
(Decrease) increase in trade accounts payable		50,712			(82,998	)
(Decrease) increase in employee compensation and benefits		(7,509	)		(13,133	)
(Decrease) increase in advance payments and progress billings		30,309			(83,680	)
(Decrease) increase in other accrued liabilities		(7,101	)		555
Net cash provided by operating activities		372,929			213,384
Cash flows from investing activities:
Acquisition of business, net of cash acquired		-			(11,184	)
Property, plant and equipment acquired		(51,325	)		(66,102	)
Other, net		(1,614	)		939
Net cash used by investing activities		(52,939	)		(76,347	)
Cash flows from financing activities:
Share-based payment awards		18,741			1,163
Excess income tax benefit from share-based payment awards		5,446			720
Dividends paid		(54,003	)		(53,690	)
Purchases of treasury stock		-			(13,706	)
Repayment on long-term obligations, net		(13,085	)		(14,399	)
Decrease in short-term notes payable		-			(7,343	)
Net cash used by financing activities		(42,901	)		(87,255	)
Effect of exchange rate changes on cash and cash equivalents		(132	)		15,212
Increase in Cash and Cash Equivalents		276,957			64,994
Cash and Cash Equivalents at Beginning of Period		471,685			201,575
Cash and Cash Equivalents at End of Period	$	748,642		$	266,569

See Notes to Condensed Consolidated Financial Statements.

6

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

1. Description of Business

Joy Global Inc. (the “Company”) is a worldwide leader in high productivity mining solutions, and we manufacture and market original equipment and aftermarket parts and services for both underground and surface mining and certain industrial applications.  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 two business segments: underground mining machinery (Joy Mining Machinery or “Joy”) and surface mining equipment (P&H Mining Equipment or “P&H”).  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 pro ducer 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.

2. Basis of Presentation

The Condensed Consolidated Financial Statements presented in this quarterly report on Form 10-Q are unaudited and have been prepared by us in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission.  In our opinion, all adjustments necessary for the fair presentation on a going concern basis of the results of operations, cash flows and financial position for all periods presented have been made.  All adjustments made are of a normal recurring nature.  The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actu al 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 30, 2009.  The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

3. Derivatives

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.  These contracts are for forecasted transactions and committed receivables and payables denominated in foreign currencies and are not entered into for speculative purposes.

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.  This amount is reclassified into the income statement on the line associated with the underlying transaction for the period(s) in which the hedged transaction affects earnings.  The amounts recorded in accumulated other comprehensive income for existing cash flow hedges are generally expected to be reclassified into earnings within one year and all of the existing hedges will be reclassified into earnings by October 2011.

For derivative contracts that are designated and qualify as a fair value hedge, gain or loss is recorded in the Consolidated Statement of Income under the heading Cost of Sales.  For the quarters ended July 30, 2010 and July 31, 2009 we recorded a gain of $0.1 million and a loss of $2.5 million, respectively, in the Consolidated Statement of Income related to fair value hedges which was offset by foreign exchange fluctuations of the underlying receivable.  For the nine months ended July 30, 2010 and for the six months ended July 31, 2009 we recorded a loss of $0.1 million and a $4.5 million loss, respectively, in the Consolidated Statement of Income related to fair value hedges which was offset by foreign exchange fluctuations of the underlying receivable.  The prior year includes derivative information f rom January 31, 2009, the adoption date of Accounting Standards Codification (“ASC”) No. 815, Derivatives and Hedging.

7

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

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 of A with Standard & Poor’s.  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.

The following table summarizes the effect of cash flow hedges on the Consolidated Statement of Income:

In thousands	Effective Portion						Ineffective Portion
Derivative Hedging Relationship	Amount of Gain/(Loss) Recognized in OCI		Location of Gain/(Loss)  Reclassified from AOCI into Earnings	Amount of Gain/(Loss) Reclassified from AOCI into Earnings			Location of Gain/(Loss) Reclassified from AOCI into Earnings	Amount of Gain/(Loss) Reclassified from AOCI into Earnings
Quarter ended July 30, 2010
Foreign currency forward contracts	$	11,529	Cost of sales	$	(7,175	)	Cost of sales	$	1,020
			Sales		3,019
Nine months ended July 30, 2010
Foreign currency forward contracts	$	6,397	Cost of sales	$	(7,333	)	Cost of sales	$	3,730
			Sales		3,876
Quarter ended July 31, 2009
Foreign currency forward contracts	$	10,805	Cost of sales	$	(18,861	)	Cost of sales	$	850
			Sales		1,297
Six months ended July 31, 2009
Foreign currency forward contracts	$	13,540	Cost of sales	$	(25,015	)	Cost of sales	$	1,559
			Sales		1,297

8

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

4. Borrowings and Credit Facilities

Direct borrowings and capital lease obligations consisted of the following:

	July 30,			October 30,
In thousands	2010			2009
6.0% Senior Notes due 2016	$	247,598		$	247,366
6.625% Senior Notes due 2036		148,411			148,395
Term loan		131,250			144,375
Capital leases and other		3,593			3,545
		530,852			543,681
Less:  Amounts due within one year		(19,465	)		(19,791	)
Long-term obligations	$	511,387		$	523,890

We have a $400.0 million unsecured revolving credit facility (“Credit Agreement”) which expires November 10, 2011.  Outstanding borrowings bear interest equal to the London Interbank Offered Rate (“LIBOR”) (defined as applicable LIBOR rate for the equivalent interest period 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 ba sed on the consolidated leverage ratio.  At July 30, 2010, 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 30, 2010, there was $239.0 million available for borrowings under the Credit Agreement.   Outstanding letters of credit issued under the Credit Agreement, which count toward the $400.0 million credit limit, totaled $161.0 million.  At July 30, 2010, there were no outstanding direct borrowings under the Credit Agreement.

5. Warranties

The following table reconciles the changes in the product warranty reserve:

	Quarter Ended						Nine Months Ended
	July 30,			July 31,			July 30,			July 31,
In thousands	2010			2009			2010			2009
Balance, beginning of period	$	59,726		$	49,052		$	58,947		$	46,621
Accrual for warranty expensed during the period		6,415			11,069			24,359			25,697
Settlements made during the period		(7,549	)		(9,402	)		(23,385	)		(21,513	)
Change in liability for pre-existing warranties during the period, including expirations		(117	)		206			(778	)		506
Effect of foreign currency translation		(505	)		1,835			(1,173	)		1,449
Balance, end of period	$	57,970		$	52,760		$	57,970		$	52,760

9

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

6. 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.

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

	Quarter Ended				Nine Months Ended
	July 30,		July 31,		July 30,		July 31,
In thousands except per share data	2010		2009		2010		2009
Numerator:
Net income	$	118,503	$	124,344	$	315,161	$	330,625
Denominator:
Denominator for basic net income per share -
Weighted average shares		103,333		102,452		103,084		102,433
Effect of dilutive securities:
Stock options, restricted stock units and performance shares		1,631		705		1,648		561
Denominator for diluted net income per share -
Adjusted weighted average shares and assumed conversions		104,964		103,157		104,732		102,994
Basic earnings per share:	$	1.15	$	1.21	$	3.06	$	3.23
Diluted earnings per share:	$	1.13	$	1.21	$	3.01	$	3.21

7. 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 over 1,000 asbestos and silica-related cases), employment, and commercial matters.  Also, as a normal part of 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 through 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 Federa l 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 concluded a trial on DWD’s remaining claim during the week of March 1, 2010 and are awaiting a ruling on the matter, which we expect to receive during the fourth quarter of fiscal 2010.  We do not believe these proceedings will have a significant effect on our financial condition, results of operations, or liquidity.

10

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

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.

At July 30, 2010, we were contingently liable to banks, financial institutions, and others for approximately $192.6 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.  Of the $192.6 million, approximately $1.5 million remains in place and is substantially attributable to remaining workers compensation obligations of Beloit and $8.3 million is relative to outstanding letters of credit or other guarantees issued by non-U.S. banks for non-U.S. subsidiaries under locally provided credit facilities.

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.

8. Fair Value Measurements

GAAP establishes a three-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability as follows:

Level 1: Observable inputs such as quoted prices in active markets

Level 2: Inputs, other than quoted prices in active markets that are observable either directly or indirectly

Level 3: Unobservable inputs where there is little or no market data, which requires the reporting entity to develop its own assumptions

GAAP requires the use of observable market data, when available, in making fair value measurements.  When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

11

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

The following tables present the fair value hierarchy for those assets and liabilities measured at fair value and disclose the fair value of certain other liabilities as of July 30, 2010 and October 30, 2009.

Fair Value Measurements at July 30, 2010
In thousands	Carrying Value		Total Fair Value		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
Current Assets
Cash and cash equivalents	$	748,642	$	748,642	$	748,642	$	-	$	-
Other Current Assets
Derivatives	$	7,831	$	7,831	$	-	$	7,831	$	-
Short-term notes payable, Including current portion of long-term obligations
Current portion of Term Loan	$	17,500	$	17,500	$	-	$	17,500	$	-
Other Accrued Liabilities
Derivatives	$	9,758	$	9,758	$	-	$	9,758	$	-
Long-term Obligations
6.0 % Senior Notes	$	247,598	$	267,813	$	267,813	$	-	$	-
6.625% Senior Notes	$	148,411	$	143,438	$	143,438	$	-	$	-
Term Loan	$	113,750	$	111,508	$	-	$	111,508	$	-

12

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

Fair Value Measurements at October 30, 2009
In thousands	Carrying Value		Total Fair Value		Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3
Current Assets
Cash and cash equivalents	$	471,685	$	471,685	$	471,685	$	-	$	-
Other Current Assets
Derivatives	$	7,008	$	-	$	-	$	7,008	$	-
Short-term notes payable, Including current portion of long-term obligations
Current portion of Term Loan	$	17,500	$	17,500	$	-	$	17,500	$	-
Other Accrued Liabilities
Derivatives	$	11,924	$	11,924	$	-	$	11,924	$	-
Long-term Obligations
6.0 % Senior Notes	$	247,366	$	250,605	$	250,605	$	-	$	-
6.625% Senior Notes	$	148,395	$	138,287	$	138,287	$	-	$	-
Term Loan	$	126,875	$	123,499	$	-	$	123,499	$	-

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Cash Equivalents: The carrying value approximates fair value because of the short maturity of those instruments.

Derivatives: The fair value of forward foreign exchange contracts represents the estimated amounts receivable (payable) to terminate such contracts at the reporting date based on foreign exchange market prices at that date.

Senior Notes:  The fair market value of the Senior Notes is estimated based on market quotations at the respective period end.

Term Loan:  The fair value of our term loan is estimated based upon input from third parties on prevailing current market conditions.

13

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

9. Share-Based Compensation

We recognized total share-based compensation expense for the quarter ended July 30, 2010 and July 31, 2009 of approximately $4.5 million and $4.8 million, respectively.  We recognized total share-based compensation expense for the nine months ended July 30, 2010 and July 31, 2009 of approximately $18.8 million and $13.8 million, respectively.

10. Inventories

Consolidated inventories consisted of the following:

	July 30,		October 30,
In thousands	2010		2009
Finished goods	$	508,179	$	513,055
Work in process and purchased parts		183,888		173,850
Raw materials		84,971		82,878
	$	777,038	$	769,783

11. Comprehensive Income

Comprehensive income consisted of the following:

	Quarter Ended						Nine Months Ended
	July 30,			July 31,			July 30,			July 31,
In thousands	2010			2009			2010			2009
Net income	$	118,503		$	124,344		$	315,161		$	330,625
Other comprehensive income (loss):
Pension & postretirement adjustments		5,416			(953	)		16,194			(859	)
Translation adjustments		(6,654	)		40,439			(13,346	)		50,532
Derivative fair value adjustments		4,793			17,615			1,911			18,056
Total other comprehensive income		3,555			57,101			4,759			67,729
Comprehensive income	$	122,058		$	181,445		$	319,920		$	398,354

14

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

12. Retiree Benefits

The components of the net periodic pension and other post-retirement benefits (“OPEB”) expense recognized are as follows:

	Pension Benefits						Postretirement Benefits
	Quarter Ended						Quarter Ended
	July 30,			July 31,			July 30,			July 31,
In thousands	2010			2009			2010			2009
Service cost	$	5,273		$	3,929		$	171		$	198
Interest cost		21,328			21,318			394			548
Expected return on assets		(22,070	)		(22,163	)		(37	)		(1,073	)
Amortization of:
Prior service cost		289			286			-			(41	)
Actuarial loss (gain)		8,203			70			(366	)		(602	)
Net periodic benefit cost	$	13,023		$	3,440		$	162		$	(970	)

	Pension Benefits						Postretirement Benefits
	Nine Months Ended						Nine Months Ended
	July 30,			July 31,			July 30,			July 31,
In thousands	2010			2009			2010			2009
Service cost	$	15,819		$	11,786		$	687		$	594
Interest cost		63,960			63,953			1,214			1,643
Expected return on assets		(65,537	)		(64,480	)		(169	)		(78	)
Amortization of:
Prior service cost		869			858			-			(123	)
Actuarial loss (gain)		24,495			210			(1,070	)		(1,805	)
Net periodic benefit cost	$	39,606		$	12,327		$	662		$	231

The actuarial loss (gain) arises from differences in estimates and actual experiences for certain assumptions including changes in discount rate, expected return on assets and future salary rate increases.  For fiscal 2010, we expect to contribute approximately $105.0 million to our defined benefit employee pension plans globally.

15

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

13. Segment Information

As of July 30, 2010, we had two reportable segments: Underground Mining Machinery and Surface Mining Equipment.  At the beginning of fiscal 2010, the integration of the conveying business was completed, and the Continental Crushing and Conveying segment was combined with the Underground Mining Machinery and Surface Mining Equipment segments.  Crushing and conveying operating results related to surface applications are reported as part of the Surface Mining Equipment segment, while total crushing and conveying operating results are included with the Underground Mining Machinery segment.  Eliminations include the surface applications of crushing and conveying included in both operating segments.  The prior year presentation has been restated to reflect this change.

Operating income (loss) of segments does not include interest income and expense, reorganization items and provision for income taxes.

In thousands	Underground Mining Machinery		Surface Mining Equipment		Corporate			Eliminations			Total
Quarter ended July 30, 2010
Net sales	$	510,817	$	372,942	$	-		$	(33,757	)	$	850,002
Operating income (loss)		107,084		82,857		(9,541	)		(7,974	)		172,426
Interest and other		-		-		(4,084	)		-			(4,084	)
Income before income taxes	$	107,084	$	82,857	$	(13,625	)	$	(7,974	)	$	168,342
Depreciation and amortization	$	10,329	$	5,179	$	33		$	-		$	15,541
Capital expenditures	$	12,590	$	6,598	$	13		$	-		$	19,201
Quarter ended July 31, 2009
Net sales	$	624,507	$	366,214	$	-		$	(34,331	)	$	956,390
Operating income (loss)		124,140		89,835		(8,749	)		(10,321	)		194,905
Interest and other		-		-		(5,886	)		-			(5,886	)
Income before income taxes	$	124,140	$	89,835	$	(14,635	)	$	(10,321	)	$	189,019
Depreciation and amortization	$	8,429	$	4,794	$	9		$	-		$	13,232
Capital expenditures	$	8,905	$	8,538	$	-		$	-		$	17,443
Nine months ended July 30, 2010
Net sales	$	1,478,835	$	1,084,555	$	-		$	(87,944	)	$	2,475,446
Operating income (loss)		284,571		240,248		(32,677	)		(21,616	)		470,526
Interest and other		-		-		(13,605	)		-			(13,605	)
Income before income taxes	$	284,571	$	240,248	$	(46,282	)	$	(21,616	)	$	456,921
Depreciation and amortization	$	29,339	$	15,439	$	92		$	-		$	44,870
Capital expenditures	$	25,253	$	25,953	$	119		$	-		$	51,325
Total assets	$	1,759,343	$	834,281	$	690,981		$	-		$	3,284,605
Nine months ended July 31, 2009
Net sales	$	1,680,303	$	1,065,142	$	-		$	(110,659	)	$	2,634,786
Operating income (loss)		338,175		236,809		(26,893	)		(29,881	)		518,210
Interest and other		-		-		(19,935	)		-			(19,935	)
Income before income taxes	$	338,175	$	236,809	$	(46,828	)	$	(29,881	)	$	498,275
Depreciation and amortization	$	27,397	$	13,793	$	27		$	-		$	41,217
Capital expenditures	$	40,209	$	25,893	$	-		$	-		$	66,102
Total assets	$	1,707,906	$	837,068	$	291,149		$	-		$	2,836,123

16

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

14. Subsequent Event

On August 19, 2010, our Board of Directors declared a cash dividend of $0.175 per outstanding share of common stock.  The dividend will be paid on September 20, 2010 to all shareholders of record at the close of business on September 6, 2010.

15. Recent Accounting Pronouncements

In December 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2009-17, “Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.”  ASU No. 2009-17 clarifies how a company determines when an entity that is insufficiently capitalized or is not controlled through voting should be consolidated.  This statement is effective for us beginning in the first quarter of fiscal 2011 (October 30, 2010).  We do not expect a material impact from the adoption of ASU No. 2009-17 on our consolidated financial statements.

In October 2009, FASB issued ASU No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements — a consensus of the FASB Emerging Issues Task Force.”  ASU No. 2009-13 establishes the accounting and reporting guidance for arrangements under which a vendor will perform multiple revenue-generating activities.  Specifically, this ASU addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting.  This guidance will be effective for us in the beginning of the first quarter of fiscal 2011 (October 30, 2010) and, when adopted, will change our accounting treatment for multiple-element revenue arrangements on a prospecti ve basis.  We do not expect a material impact from the adoption of ASU No. 2009-13 on our consolidated financial statements.

In June 2009, 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 in fiscal 2011.  We do not expect a material impact from the adoption of SFAS No. 167 on our consolidated financial statements.

In December 2007, FASB issued ASC No. 805, Business Combinations.  ASC No. 805 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.  ASC No. 805 also requires that acquisition related costs and costs to restructure the acquiree be expensed as incurred.  ASC No. 805 became effective for us beginning in fiscal 2010.  The adoption of ASC No. 805 did not have a significant effect on our consolidated financial statements and related disclosures.

In December 2007, FASB issued ASC No. 810, Consolidation.  The objective of ASC No. 810 is to improve the transparency and comparability of financial information that is provided as it relates to a parent and non-controlling interests.  ASC No. 810 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 codification also requires changes in parent ownership interests to be accounted for consistently, while the parent retains its controlling interest in the subsidiary.  ASC No. 810 became effective for us beginning in fiscal 2010.  The adoption of ASC No. 810 did not have a significant effect on our conso lidated financial statements and related disclosures.

17

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

16. Subsidiary Guarantors

The following tables present condensed consolidated financial information as of and for the quarter ended July 30, 2010 and July 31, 2009 for: (a) the parent company; (b) on a combined basis, the guarantors of the Credit Agreement and Senior 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, an d we believe such separate statements or disclosures would not be useful to investors.

18

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

Condensed Consolidating Statement of Income

Quarter Ended July 30, 2010

(In thousands)

	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	-		$	493,029		$	521,045		$	(164,072	)	$	850,002
Cost of sales		-			329,182			357,507			(126,472	)		560,217
Product development, selling and administrative expenses		9,503			60,506			48,253			-			118,262
Other (income) expense		-			14,885			(15,788	)		-			(903	)
Operating income		(9,503	)		88,456			131,073			(37,600	)		172,426
Intercompany items		10,097			(5,797	)		(23,607	)		19,307			-
Interest income (expense) - net		(7,135	)		799			2,397			-			(3,939	)
Reorganization items		(145	)		-			-			-			(145	)
Income before income taxes		(6,686	)		83,458			109,863			(18,293	)		168,342
Provision  (benefit) for income taxes		(9,373	)		36,942			22,270			-			49,839
Equity in income  of subsidiaries		115,816			25,906			-			(141,722	)		-
Net income	$	118,503		$	72,422		$	87,593		$	(160,015	)	$	118,503

19

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

Condensed Consolidating Statement of Income

Quarter Ended July 31, 2009

(In thousands)

	Parent Company			Subsidiary Guarantors			Non-Guarantor 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	)
Restructuring charges		-			-			-			-			-
Operating income		(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 before income taxes		(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  of subsidiaries		128,254			68,402			-			(196,656	)		-
		-			-			-			-			-
Net income	$	124,344		$	124,674		$	90,667		$	(215,341	)	$	124,344

20

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

Condensed Consolidating Statement of Income

Nine Months Ended July 30, 2010

(In thousands)

	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	-		$	1,487,064		$	1,479,700		$	(491,318	)	$	2,475,446
Cost of sales		-			1,009,225			1,039,718			(395,516	)		1,653,427
Product development, selling and administrative expenses		32,586			184,779			137,182			-			354,547
Other (income) expense		-			46,095			(49,149	)		-			(3,054	)
Operating income		(32,586	)		246,965			351,949			(95,802	)		470,526
Intercompany items		30,959			(34,982	)		(53,048	)		57,071			-
Interest income (expense) - net		(20,727	)		2,364			5,498			-			(12,865	)
Reorganization items		(740	)		-			-			-			(740	)
Income before income taxes		(23,094	)		214,347			304,399			(38,731	)		456,921
Provision ( benefit) for income taxes		(24,743	)		121,288			45,215			-			141,760
Equity in income  of subsidiaries		313,512			107,918			-			(421,430	)		-
Net income	$	315,161		$	200,977		$	259,184		$	(460,161	)	$	315,161

21

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

Condensed Consolidating Statement of Income

Nine Months Ended July 31, 2009

(In thousands)

	Parent Company			Subsidiary Guarantors			Non-Guarantor 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	)
Restructuring charges		-			-			-			-			-
Operating income		(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 before income taxes		(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 of subsidiaries		339,290			161,894			-			(501,184	)		-
Net  income	$	330,625		$	332,091		$	223,115		$	(555,206	)	$	330,625

22

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

Condensed Consolidating Balance Sheets:

As of July 30, 2010

(In thousands)

	Parent Company		Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets	$	387,259	$	746,729	$	1,242,501	$	(124,802	)	$	2,251,687
Property, plant and equipment-net		305		178,992		180,518		-			359,815
Intangible assets-net		-		290,328		18,303		-			308,631
Other assets		1,931,409		495,627		1,028,311		(3,090,875	)		364,472
Total assets	$	2,318,973	$	1,711,676	$	2,469,633	$	(3,215,677	)	$	3,284,605
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	59,683	$	475,027	$	483,291	$	(50,737	)	$	967,264
Long-term debt		509,759		-		1,628		-			511,387
Accrued pension costs		512,120		6,503		6,750		-			525,373
Other non-current liabilities		116,490		14,769		28,401		-			159,660
Shareholders’ equity		1,120,921		1,215,377		1,949,563		(3,164,940	)		1,120,921
Total liabilities and shareholders’ equity	$	2,318,973	$	1,711,676	$	2,469,633	$	(3,215,677	)	$	3,284,605

As of October 30, 2009

(In thousands)

	Parent Company		Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets	$	217,949	$	715,556	$	1,115,916	$	(99,394	)	$	1,950,027
Property, plant and equipment-net		278		177,497		169,283		-			347,058
Intangible assets-net		-		296,388		18,381		-			314,769
Other assets		1,863,561		360,773		975,382		(2,803,291	)		396,425
Total assets	$	2,081,788	$	1,550,214	$	2,278,962	$	(2,902,685	)	$	3,008,279
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	55,355	$	415,696	$	484,410	$	(28,677	)	$	926,784
Long-term debt		522,636		-		1,254		-			523,890
Accrued pension costs		560,812		7,934		7,394		-			576,140
Other non-current liabilities		129,246		12,419		26,061		-			167,726
Shareholders’ equity		813,739		1,114,165		1,759,843		(2,874,008	)		813,739
Total liabilities and shareholders’ equity	$	2,081,788	$	1,550,214	$	2,278,962	$	(2,902,685	)	$	3,008,279

23

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 30, 2010

(Unaudited)

Condensed Consolidating Statement of Cash Flows:

Nine Months Ended July 30, 2010

(In thousands)

	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash  provided by operating activities	$	228,969		$	16,584		$	127,376		$	-	$	372,929
Net cash used by investing activities		(353	)		(23,949	)		(28,637	)		-		(52,939	)
Net cash provided (used) by financing activities		(42,941	)		(135	)		175			-		(42,901	)
Effect of exchange rate changes on cash and cash equivalents		-			-			(132	)		-		(132	)
Increase in cash and cash equivalents		185,675			(7,500	)		98,782			-		276,957
Cash and cash equivalents at beginning of period		146,223			19,030			306,432			-		471,685
Cash and cash equivalents at end of period	$	331,898		$	11,530		$	405,214		$	-	$	748,642

Nine Months Ended July 31, 2009

(In thousands)

	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities	$	38,685		$	48,417		$	126,282		$	-	$	213,384
Net cash used  by investing activities		(649	)		(42,332	)		(33,366	)		-		(76,347	)
Net cash 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 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

24

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.  We manufacture and market original equipment and aftermarket parts and services for both underground and surface mining and certain industrial applications through two business segments: Underground Mining Machinery (Joy Mining Machinery or “Joy”) and Surface Mining Equipment (P&H Mining Equipment or “P&H”).  Our principal manufacturing facilities are located in the United States, including facilities in Pennsylvania, Wisconsin, and Alabama, and in China, the United Kingdom, South Africa, Chile and Australia.

At the beginning of fiscal 2010, we completed the integration of Continental Crushing and Conveying by combining this segment into our Underground Mining Machinery and Surface Mining Equipment segments.  Crushing and conveying results related to surface applications are reported as part of the Surface Mining Equipment segment, while total crushing and conveying results are included in the Underground Mining Machinery segment to reflect the overall management responsibility for this product line.  Eliminations include the surface applications of crushing and conveying included in both operating segments.  Prior year segment results, bookings and backlog have been restated to reflect this change.

Operating Results

Net sales in the third quarter of 2010 were $850.0 million, a decrease of 11.1% from the prior year, which includes a $22.5 million increase in aftermarket sales and a $128.9 million decrease in original equipment sales.  Operating profit declined by $22.5 million to $172.4 million as compared to the prior year third quarter.  The decrease in operating profit was substantially due to $32.0 million associated with lower sales volumes and $10.7 million increase of retiree benefit expense primarily due to discount rate assumptions.  These items were partially offset by $28.5 million of favorable manufacturing variances including a $13.4 million favorable material cost variance, and the benefit of cost saving initiatives implemented in 2009.  The third quarter of 2009 also included $3.9 million of c ancellation income and other adjustments not repeated in the third quarter of 2010.  Foreign currency translation rates did not have a significant impact on sales or operating profit during the current quarter.

Net sales in the fiscal 2010 nine months were $2.5 billion, a decrease of 6.0% from the prior year, which includes a $42.0 million increase in aftermarket sales and a $201.4 million decrease in original equipment sales.  Operating profit declined by $47.7 million as compared to the fiscal 2009 nine months to $470.5 million.  The decrease in operating profit was substantially due to $59.0 million associated with lower sales volumes, $27.7 million of retiree benefit expense primarily due to discount rate assumptions, $25.3 million of unfavorable overhead spending and absorption and $11.9 million of performance based compensation expense.  These items were partially offset by $21.6 million from higher margins related to the mix of products sold, $55.4 million of favorable manufacturing variances, including a $21.4 million favorable material cost variance, $5.6 million of foreign currency transaction gains and the benefit of cost saving initiatives implemented in 2009. The fiscal 2009 nine months also included $8.1 million of cancellation income and other adjustments not repeated in the third quarter of 2010.  Foreign currency translation rates increased net sales and operating profit by $120.9 million and $18.5 million, respectively, during the fiscal 2010 nine months.

25

Market Outlook

International commodity markets are being influenced by near term slowing from China and from declining momentum of industrial production in the U.S. and other developed countries.   China’s steel output is expected to be down in the second half of 2010, after being up through the first half.  U.S. steel production is expected to decline to 66%-68% capacity utilization in the second half, after reaching 75% utilization in May.  Even with the anticipated declines, the second half run rates for steel production would remain near record levels in China and well above last year in the U.S.

Slowing growth in steel production is impacting near term demand for met coal and iron ore.  Demand for these raw materials is leveling off, but remains at historically high levels.  Prices have softened along with demand, but remain significantly above last year.  Third quarter prices for hard coking coal are expected to be down 7% from second quarter contract pricing.  Iron ore prices have been more volatile, but are recently trading in line with contract prices.  Restrictions anticipated to be added to India exports and declining domestic China production should add stability to forward prices.

Copper imports into China have been impacted by significant reductions in Shanghai exchange stocks, and are running about 4% below their twelve month average.  China slowing is being offset by increased demand in the rest of the world, and this is providing support to pricing.  Copper prices have remained above $3.00 per pound since late 2009, and the forward curve remains above this level for several more years.  As a result, customers are proceeding with copper expansion projects in North and South America and Australia, and with future green field projects in Central Africa and Mongolia.

Seaborne thermal coal markets continued to be robust through the first half of 2010. Seaborne demand was led by China and India, but imports were also up in other Asian countries, including Japan and Korea.  China’s coal imports for the first half of 2010 were 55% higher than 2009.  Imports are expected to moderate in the second half, but should stay above 2009 levels.  India’s imports accelerated in the past couple of years, and that trend is expected to continue with imports up 22% through the first half.  In addition, India’s major new power plants are being sited in coastal regions to enable access to seaborne markets.  Future demand will continue to be driven by new coal-fired power generating capacity scheduled to come on line in Asia Pacific during 2010.&# 160; These additions will increase regional coal consumption.

The U.S. coal market continues to improve.  The decline in U.S. power demand in 2009 was primarily driven by a 12% decline for industrial use, and recovery in this sector has been the main source of increased power demand this year.  Power for this sector comes largely from coal-fired base load generation, and this is increasing coal demand despite natural gas prices that remain near $4.00 per thousand cubic feet.  As a result, coal stockpiles have been drawn down over 25% from their peak in September 2009 and should return to normal levels around year end.  U.S. coal prices have been improving with the longer view in the U.S. market supported by new power generating capacity under construction that is scheduled to come on line by the end of 2012.

Although macroeconomic factors could impact near term demand, the longer term fundamentals continue to improve and drive a positive outlook for commodity markets.  Emerging markets will continue to industrialize their economies and the developed countries will continue to recover.  Rather than returning to pre-recession growth rates, it is expected that recovery will continue at a more measured and sustainable pace.  As a result, China’s policy tone has recently softened, and it is believed that this marks the transition to policies that are more supportive of growth.

Global mining is operating at capacity utilization rates of over 90%, and the little amount of excess capacity is often compromised by declining ore grades and production disruptions.  The tightness of the market is supportive of pricing that is moving beyond the marginal cost of production to levels high enough to be an incentive for new capacity.  In combination, the industry fundamentals create a compelling case for adding capacity to meet future demand.

26

Despite near term uncertainties, customer actions continue to be based on the long lead time for mine expansion projects.  Mining capital budgets at the beginning of the year were expected to be up around 25% from 2009.  More recently, a number of additional projects have been announced, and several customers have revised their capital budgets upward.  It is now expected that capital spending this year will be up around 30% from 2009, and will be up by approximately another 10% in 2011.

Company Outlook

There is some slowing in seaborne commodity demand, but imports and production are remaining at historically high levels.  Since the aftermarket is tied to those high production rates, aftermarket revenues are not expected to be impacted.  In addition, aftermarket upside is expected as machines sold over the past few years reach rebuild and major parts replacement cycles.

Despite some near term slowing, new original equipment requirements are being added to the active prospect list at a faster rate than bookings, and therefore those prospect lists have expanded by more than 20% since the first of the year, in line with customers’ actual capital expenditures to date.  This is occurring despite concerns over near term macroeconomic factors and potential resource taxes, and indicates our customers’ confidence in long term demand and pricing sufficient to support their mine expansions.  The timing of the projects underlying new prospects provides a strong indication that this is the early stage of a multi-year expansion phase.  As a result, current equipment demand trends are expected to continue into 2011.  Although equipment demand is increasing ac ross all commodities and all geographies, the strongest near term upside is expected in the commodities of coal and copper and in the countries of China, Australia, Chile and Russia.

We believe we are well positioned to have a strong finish to this year, and our cost control and process efficiency efforts are continuing to gain momentum.

Results of Operations

Quarter Ended July 30, 2010 to Quarter Ended July 31, 2009

Net Sales

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

	Quarter Ended
	July 30,			July 31,			$			%
In thousands	2010			2009			Change			Change
Net Sales
Underground Mining Machinery	$	510,817		$	624,507		$	(113,690	)		(18.2	%)
Surface Mining Equipment		372,942			366,214			6,728			1.8	%
Eliminations		(33,757	)		(34,331	)		574			-
Total	$	850,002		$	956,390		$	(106,388	)		(11.1	%)

Third quarter of 2010 Underground Mining Machinery net sales were $510.8 million compared to the prior year third quarter of $624.5 million, which included a $133.7 million decrease in original equipment sales and a $20.0 million increase in aftermarket sales.  Original equipment sales associated with longwall mining applications increased sales in China by $29.1 million.  Offsetting this increase were decreased original equipment sales of $107.4 million in the United States, primarily associated with longwall applications and decreased sales of $25.2 million in Australasia, primarily associated with room and pillar applications.  Aftermarket sales were up in the United States and South Africa, primarily due to parts sales and complete machine rebuilds.

27

Third quarter of 2010 Surface Mining Equipment net sales were $372.9 million compared to the prior year third quarter of $366.2 million, which included an $8.7 million increase in aftermarket sales and a $2.0 million decrease in original equipment sales.  The decrease in original equipment sales was primarily due to decreased drill sales of $7.9 million and decreased electric mining shovel sales of $12.1 million, partially offset by increased original equipment alliance sales of $17.8 million. The increase in aftermarket sales was primarily related to activity in North America and Australasia, partially offset by the timing of aftermarket activity in China.

Operating Income

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

	Quarter Ended
	July 30, 2010						July 31, 2009
	Operating						Operating
In thousands	Income (loss)			% of Net Sales			Income (loss)			% of Net Sales
Underground Mining Machinery	$	107,084			21.0	%	$	124,140			19.9	%
Surface Mining Equipment		82,857			22.2	%		89,835			24.5	%
Corporate Expense		(9,541	)		-			(8,749	)		-
Eliminations		(7,974	)		-			(10,321	)		-
Total	$	172,426			20.3	%	$	194,905			20.4	%

Operating income for Underground Mining Machinery was $107.1 million in the third quarter of 2010 compared to operating income of $124.1 million in the third quarter of 2009.  Operating income was unfavorably impacted by $32.1 million associated with lower sales volumes and increased retiree benefit expense of $8.2 million.  Partially offsetting these decreases were $5.1 million from higher margins related to the mix of products sold, $17.2 million of favorable manufacturing variances, including $6.7 million of favorable material cost variance and the benefit of prior year cost reduction programs.

Operating income for Surface Mining Equipment was $82.9 million in the third quarter of 2010 compared to operating income of $89.8 million in the third quarter of 2009.  Operating income was unfavorably impacted by $14.1 million from lower margins related to the mix of products sold, partially offset by $6.7 million of favorable material cost variance, and the benefit of prior year cost reduction programs, which were more than offset by general inflation and salary and benefit increases.  The third quarter of 2009 also included $3.9 million of cancellation income and other adjustments not repeated in the third quarter of 2010.

Product Development, Selling and Administrative Expense

Product development, selling and administrative expense was $118.3 million, or 14% of sales, in the third quarter of 2010, compared to $110.2 million, or 12% of sales, in the third quarter of 2009.  Product development, selling and administrative expense increased in the third quarter of 2010 due to increased retiree benefit costs of $6.4 million and increased product development costs of $3.5 million, partially offset by the benefit of cost saving initiatives implemented in 2009.

Net Interest Expense

Net interest expense was $3.9 million in the third quarter of 2010 as compared to $5.8 million in the third quarter of 2009.  The decrease in net interest expense was primarily due to interest earned on the higher level of cash and cash equivalents during the current quarter compared to last year.

28

Provision for Income Taxes

Income tax expense was $49.8 million in the third quarter of 2010, compared to $64.7 million in the third quarter of 2009.  The income tax provisions represented effective income tax rates for the third quarters of 2010 and 2009 of 29.6% and 34.2%, respectively.  The decrease in the current quarter effective tax rate was due to the change in the mix of earnings to tax jurisdictions with lower income tax rates.

Bookings and Backlog

Bookings for the third quarter of 2010 and 2009 are the following:

	Quarter Ended
In thousands	July 30, 2010			July 31, 2009
Underground Mining Machinery	$	634,465		$	424,912
Surface Mining Equipment		369,908			249,546
Eliminations		(31,189	)		(30,457	)
Total  Bookings	$	973,184		$	644,001

New orders in the third quarter of $973.2 million were 51.1% higher than orders of $644.0 million that were received in the third quarter of 2009.  Current quarter original equipment orders more than doubled, while aftermarket orders increased 20.3% over the prior year third quarter.

Underground Mining Machinery original equipment orders were up $114.8 million, led by increased orders for longwall equipment in the United States, and room and pillar equipment across most regions globally.  Original equipment orders for Surface Mining Equipment increased $108.5 million over the third quarter of 2009, with orders for electric mining shovels received from coal and metal customers across all regions.  Drills destined for coal and metal markets in North America and alliance products also contributed to order strength in the third quarter of 2010.

Aftermarket orders in Underground Mining Machinery were up 38.4%, with significant increases in China and the United States.  Leading the way were the catch up of machine rebuilds and parts orders in the United States.  Parts orders in China also increased as we reached replacement cycles on a growing installed base of original equipment.  Surface Mining Equipment aftermarket orders increased across most regions, increasing by 5.2% in the quarter compared to the prior year quarter.

Backlog as of July 30, 2010 and October 30, 2009 is as follows:

In thousands	July 30, 2010			October 30, 2009
Underground Mining Machinery	$	1,238,866		$	926,719
Surface Mining Equipment		614,616			575,192
Eliminations		(28,968	)		(31,033	)
Total  Backlog	$	1,824,514		$	1,470,878

The increase in backlog was due to the increase in year to date bookings for both businesses for both original equipment and aftermarket products.  Backlog does not include anticipated revenues from long-term maintenance and repair contracts.

29

Nine Months Ended July 30, 2010 to Nine Months Ended July 31, 2009

Net Sales

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

	Nine Months Ended
	July 30,			July 31,			$			%
In thousands	2010			2009			Change			Change
Net Sales
Underground Mining Machinery	$	1,478,835		$	1,680,303		$	(201,468	)		(12.0	%)
Surface Mining Equipment		1,084,555			1,065,142			19,413			1.8	%
Eliminations		(87,944	)		(110,659	)		22,715			-
Total	$	2,475,446		$	2,634,786		$	(159,340	)		(6.0	%)

Fiscal 2010 nine months Underground Mining Machinery net sales were $1,478.8 million compared to the fiscal 2009 nine months of $1,680.3 million, which included a $212.7 million decrease in original equipment sales and a $11.2 million increase in aftermarket sales.  Fiscal 2010 nine months net sales increased by $81.7 million due to the effect of foreign currency translation from the weaker U.S. dollar.  Original equipment sales decreased by $189.6 million in the United States and $48.9 million in Australasia, both primarily due to decreased longwall equipment shipments.  Original equipment sales also decreased in South Africa by $47.7 million primarily due to decreased room and pillar mining equipment shipments.  These decreases were partially offset by a $67.1 million increase in original equi pment sales of primarily longwall equipment in China.  Aftermarket sales were up in the Eurasia, but most significantly in South Africa, primarily due to complete machine rebuilds.   These increases were partially offset by decreased sales in the United States, China and Australasia.

Fiscal 2010 nine months Surface Mining Equipment net sales were $1,084.6 million compared to the fiscal 2009 nine months of $1,065.1 million, which included a $33.4 million increase in aftermarket sales, partially offset by a $14.0 million decrease in original equipment sales.  Fiscal 2010 nine months net sales increased by $39.2 million due to the effect of foreign currency translation from the weaker U.S. dollar.  The decrease in original equipment was primarily due to decreased drill sales of $8.9 million and decreased crushing and conveying equipment sales of $16.1 million.  The increase in aftermarket sales was primarily related to increased activity in all regions, with the exception of China.

Operating Income

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

	Nine Months Ended
	July 30, 2010						July 31, 2009
	Operating						Operating
In thousands	Income (loss)			% of Net Sales			Income (loss)			% of Net Sales
Underground Mining Machinery	$	284,571			19.2	%	$	338,175			20.1	%
Surface Mining Equipment		240,248			22.2	%		236,809			22.2	%
Corporate Expense		(32,677	)		-			(26,893	)		-
Eliminations		(21,616	)		-			(29,881	)		-
Total	$	470,526			19.0	%	$	518,210			19.7	%

30

Operating income for Underground Mining Machinery was $284.6 million in the fiscal 2010 nine months compared to operating income of $338.2 million in the fiscal 2009 nine months.  Operating income increased in the fiscal 2010 nine months by $15.7 million due to the effect of foreign currency translation from the weaker U.S. dollar.  Operating income was unfavorably impacted by $67.0 million associated with lower sales volumes, $17.4 million of increased retiree benefit expense, $8.6 million of performance based compensation and $20.4 million of unfavorable manufacturing spending and overhead absorption due to lower manufacturing levels.  Partially offsetting these decreases were $16.1 million from higher margins related to the mix of products sold, $33.9 million of favorable material cost variance, $7.6 m illion of foreign currency transaction gains and the benefit of prior year cost reduction programs.

Operating income for Surface Mining Equipment was $240.2 million in the fiscal 2010 nine months compared to operating income of $236.8 million in the fiscal 2009 nine months.  Operating income in the fiscal 2010 nine months increased by $2.9 million due to the effect of foreign currency translation from the weaker U.S. dollar.  Operating income was favorably impacted by $20.5 million of favorable manufacturing variances, $5.0 million associated with higher sales volumes, and the benefit of prior year cost reduction programs.  These increases were partially offset by $9.5 million of increased retiree benefit expense.  In addition, cancellation income of $8.1 million was recorded in 2009 and not repeated in 2010.

Product Development, Selling and Administrative Expense

Product development, selling and administrative expense was $354.5 million, or 14% of sales, in the fiscal 2010 nine months, compared to $324.9 million, or 12% of sales, in the fiscal 2009 nine months.  Product development, selling and administrative expense increased by $14.3 million due to the effect of the foreign currency translation from the weaker U.S. dollar.  Additionally, product development, selling and administrative expense increased in the fiscal 2010 nine months due to $17.2 million of increased retiree benefit costs and $5.1 million of increased long-term performance based compensation, partially offset by the benefit of cost saving initiatives implemented in 2009.

Net Interest Expense

Net interest expense was $12.9 million in the fiscal 2010 nine months as compared to $19.4 million in the fiscal 2009 nine months.  The decrease in net interest expense was primarily due to interest earned on cash and cash equivalents and the decrease in amounts outstanding on our credit facility from the first nine months of fiscal 2009.

Provision for Income Taxes

Income tax expense was $141.8 million in the fiscal 2010 nine months, compared to $167.7 million in the fiscal 2009 nine months.  The income tax provisions represented effective income tax rates for fiscal 2010 and 2009 nine months of 31.0% and 33.6%, respectively.  The effective income tax rate differs from the United States federal corporate income tax rate primarily due to foreign and state differentials.  The income tax provision was benefited by $3.3 million in the fiscal 2010 nine months due to the settlement of income tax audits and true-up of the prior year’s tax provision offset by adjustments related to international deferred tax accounts.

31

Bookings

Bookings for the nine months fiscal periods ended are the following:

	Nine Months Ended
In thousands	July 30, 2010			July 31, 2009
Underground Mining Machinery	$	1,790,982		$	1,246,175
Surface Mining Equipment		1,123,979			657,450
Eliminations		(85,880	)		(86,016	)
Total  Bookings	$	2,829,081		$	1,817,609

New orders in the fiscal 2010 nine months of $2.8 billion were 55.6% higher than orders of $1.8 billion that were received in the fiscal 2009 nine months.  Original equipment orders more than doubled, while aftermarket orders increased 22.1% over the fiscal 2009 nine months.

Underground Mining Machinery original equipment orders were up $307.2 million, led by increased orders for longwall equipment in the United States and China, and room and pillar equipment across most regions globally.  Original equipment orders for Surface Mining Equipment were up $380.8 million over the fiscal 2009 nine months, with orders for electric mining shovels received from coal and other metal customers across all regions driving the increase, most significantly in North and South American coal and copper markets.  Drills destined for North and South American coal and other metal markets also contributed to order strength in the fiscal 2010 nine months.

Aftermarket orders in Underground Mining Machinery were up 30.9%, with strong increases across all regions, most significantly in China and the United States.  This increase was driven by machine rebuild activity and parts orders in the United States and parts orders from China.  Surface Mining Equipment aftermarket orders were also up, increasing by 13.4% in the fiscal 2010 nine months compared to the fiscal 2009 nine months.  Aftermarket orders increased throughout all regions, except South America, and were most significant in North America and Australasia.

Liquidity and Capital Resources

The following table reconciles trade working capital to working capital as of July 30, 2010 and October 30, 2009, respectively.

In millions	July 30,  2010			October 30,  2009
Accounts receivable	$	606,511		$	580,629
Inventories		777,038			769,783
Accounts payable		(256,703	)		(206,770	)
Advance payments		(351,618	)		(321,629	)
Trade Working Capital	$	775,228		$	822,013
Other current assets		119,496			127,930
Short-term notes payable		(19,465	)		(19,791	)
Employee compensation and benefits		(108,279	)		(116,149	)
Accrued warranties		(57,970	)		(58,947	)
Other current liabilities		(173,229	)		(203,498	)
Working Capital Excluding Cash and Cash Equivalents	$	535,781		$	551,558
Cash and Cash Equivalents		748,642			471,685
Working Capital	$	1,284,423		$	1,023,243

32

We currently use trade working capital and cash flow from operations as two financial measurements to evaluate the performance of our operations and our ability to meet our financial obligations.  We require trade working capital investment because our service model requires us to maintain certain inventory levels in order to maximize our customers’ machine reliability.  This information also provides management with a focus on our receivable terms and collectability efforts and our ability to obtain advance payments on original equipment orders.  As part of our continuous improvement of purchasing and manufacturing processes, we continue to strive for alignment of inventory levels with customer demand and current production schedules.

During the fiscal 2010 nine months cash provided by operating activities was $372.9 million compared to cash provided by operating activities of $213.4 million during the fiscal 2009 nine months.  The change in cash provided by operating activities of $159.5 was primarily due to less trade working capital build in the first nine months of 2010 as compared to 2009, most notably the net increase of advance payments of $114.0 million and net increase in accounts payable of $133.7 million.  The change in cash provided by operating activities was also unfavorably impacted by increased pension contributions in the current year nine months.

During the fiscal 2010 nine months cash used by investing activities was $52.9 million compared to cash used by investing activities of $76.3 million during the fiscal 2009 nine months.  Capital expenditures were $51.3 million during the fiscal 2010 nine months as compared to $66.1 million during the fiscal 2009 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 $11.2 million of cash.

During the fiscal 2010 nine months cash used by financing activities was $42.9 million compared to cash used by financing activities of $87.3 million in the fiscal 2009 nine months.  The change was primarily the result of decreased payments on short-term notes payable of $7.3 million, decreased share repurchases of $13.7 million and increased proceeds from stock option exercises of $17.6 million in the fiscal 2010 nine months.

On August 19, 2010, our Board of Directors declared a cash dividend of $0.175 per outstanding share of common stock.  The dividend will be paid on September 20, 2010 to all shareholders of record at the close of business on September 6, 2010.

Retiree Benefits

For the third quarter of 2010 we have recognized $13.0 million of defined benefit pension expense as compared to $3.4 million for the comparable prior year period.  For the fiscal 2010 nine months we have recognized $39.6 million of defined benefit pension expense compared to $12.3 million for the comparable prior year period.  The increase in pension expense was primarily the result of an unfavorable change in discount rate.  During fiscal 2010, we expect to contribute approximately $105.0 million to our defined benefit employee pension plans globally.  The investment performance of the pension plans’ assets along with the movement in the discount rate used to calculate the pension plans’ liabilities will determine the amount and timing of additional contributions to the pension pla ns in subsequent years.

Share Repurchase Program

Under our share repurchase program, management has remaining authorization to repurchase up to $883.4 million in shares of common stock in the open market or through privately negotiated transactions until December 31, 2011.  At the current time, we are not engaged in share repurchases as other uses of cash, such as manufacturing and service expansion projects and potential acquisition opportunities, associated with the planned growth of the business are taking a priority.

33

Financial Condition

As of July 30, 2010, we had $748.6 million in cash and cash equivalents and $239.0 million available for borrowings under the Credit Agreement.  Our primary cash requirements include working capital, capital expenditures, dividends, and defined benefit pension contributions.  We will also continue to evaluate strategic acquisitions of mining-related product line additions or service extensions.  Based upon our current level of operations, we believe that cash flows from operations, together with available borrowings under the Credit Agreement will be adequate to meet our anticipated future cash requirements.

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 30, 2009.  We have no other off-balance sheet arrangements, other than noted in Note 7 to the Condensed Consolidated Financial Statements.

Critical Accounting Estimates, Assumptions and Policies

Our discussion and analysis of financial condition and results of operations are 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, pension and postretirement benefits and costs, 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, goodwill and other 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 30, 2009 for a discussion of these policies.  There were no material changes to these policies during the third quarter of 2010.

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.

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 30, 2009, 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 year ended October 30, 2009.

34

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 on a timely basis 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 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, includin g 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 quarter ended July 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

35

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.  Reserved

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

36

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 3, 2010	Michael S. Olsen
	Executive Vice President, Chief Financial Officer
	and Treasurer
	(Principal Financial Officer)
	/s/ Ricky T. Dillon
Date: September 3, 2010	Ricky T. Dillon
	Vice President, Controller
	and Chief Accounting Officer
	(Principal Accounting Officer)

37