Annual Reports

  • 10-K (Dec 13, 2013)
  • 10-K (Dec 18, 2012)
  • 10-K (Dec 22, 2011)
  • 10-K (Dec 20, 2010)
  • 10-K (Dec 23, 2009)
  • 10-K (Dec 22, 2009)

 
Quarterly Reports

 
8-K

 
Other

Joy Global 10-K 2009
tenk.htm
 
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
       
FORM 10-K
       
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED October 30, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD From   to 
       
Commission File number 001-09299
       
JOY GLOBAL INC.
(Exact Name of Registrant as Specified in Its Charter)
       
Delaware
    39-1566457  
(State of Incorporation)
 
(I.R.S. Employer Identification No.)
100 East Wisconsin Ave, Suite 2780, Milwaukee, Wisconsin
    53202  
(Address of principal executive offices)
 
(Zip Code)
             
Registrant’s Telephone Number, Including Area Code: (414) 319-8500
             
Securities registered pursuant to Section 12(b) of the Act:
             
Title of Each Class
 
Name of each exchange on which registered
Common Stock, $1 Par Value
 
The Nasdaq Market LLC
           
             
Securities registered pursuant to Section 12(g) of the Act: None
             
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [X] No [ ]
             
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No [ ]
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website,
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 [ ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filed or a
smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act).
 
Large accelerated filer [X]
Accelerated filer [ ]
Non-accelerated filer [ ]
 
Smaller reporting company [ ]
             
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act
Yes [ ] No [X]
 
The aggregate market value of the voting and non-voting common stock held by non-affiliates, as of May 1, 2009 the last
business day of our most recently completed second fiscal quarter, based on a closing price of $27.21 per share, was
approximately $2.8 billion.
 
The number of shares outstanding of registrant’s common stock, as of December 16, 2009, was 102,514,419.
 
Documents incorporated by reference: the information required by Part III, Items 10, 11, 12, 13, and 14, is incorporated
herein by reference to the proxy statement for the registrant’s 2010 annual meeting of stockholders.












Joy Global Inc.

INDEX TO
ANNUAL REPORT ON FORM 10-K
For The Year Ended October 30, 2009

     
Page
PART I
     
 
Item 1.
Business
5
 
Item 1A.
Risk Factors
13
 
Item 1B.
Unresolved Staff Comments
18
 
Item 2.
Properties
19
 
Item 3.
Legal Proceedings
22
 
Item 4.
Submission of Matters to a Vote of Security Holders
22
   
Executive Officers of the Registrant
23
       
PART II
     
 
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
 
24
 
Item 6.
Selected Financial Data
26
 
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
27
 
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
41
 
Item 8.
Financial Statements and Supplementary Data
44
 
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
45
 
Item 9A.
Controls and Procedures
45
 
Item 9B.
Other Information
45
       
PART III
     
 
Item 10.
Directors and Executive Officers of the Registrant
46
 
Item 11.
Executive Compensation
46
 
Item 12.
Security Ownership of Certain Beneficial Owners and Management
46
 
Item 13.
Certain Relationships and Related Transactions
46
 
Item 14.
Principal Accountant Fees and Services
46
       
PART IV
     
 
Item 15.
Exhibits and Financial Statement Schedules
47






















































 
 

 

 



This Page
Intentionally
Left Blank











 
Page 4

 

PART I

 
This document contains forward-looking statements, which are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  When used in this document, terms such as “anticipate,” “believe,” “estimate,” “expect,” “indicate,” “may be,” “objective,” “plan,” “predict,” “should,” “will be,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”).  Forward-looking statements are based upon our expectations at the time they are made.  Forward-looking statements involve risks and uncertainties and are not guarantees of future performance; actual results may differ for a variety of reasons, many of which are beyond our control.  Although we believe that our expectations are reasonable, we can give no assurance that our expectations will prove to be correct.  Important factors that could cause actual results to differ materially from such expectations (“Cautionary Statements”) are described generally below and disclosed elsewhere in this document, including in Item 1A, “Risk Factors,” Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 7A, “Quantitative and Qualitative Disclosures about Market Risk.”  All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the 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.

We describe these and other risks and uncertainties in greater detail under Item 1A “Risk Factors” below.

Item 1.  Business


General

Joy Global Inc. (“we” and “us”) 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.  Our underground mining machinery segment (“Joy Mining Machinery” or “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.  Our surface mining equipment segment (“P&H Mining Equipment” or “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.  Our third operating segment, Continental Crushing & Conveying (“Crushing and Conveying” or “CCC”), was created following our February 2008 acquisition of N.E.S. Investment Co. and its wholly owned subsidiary, Continental Global Group, Inc. (“Continental”), a worldwide leader in conveyor systems for bulk material handling in mining and industrial applications.  Crushing and Conveying consists of these business lines and the crushers and feeder breakers associated with the Stamler business we acquired in 2006 (“Stamler”).  Sales of original equipment for the mining industry, as a class of products, accounted for 45%, 42%, and 37% of our consolidated net sales for fiscal 2009, 2008, and 2007, respectively.  Aftermarket sales, which includes revenues from maintenance and repair services, diagnostic analysis, fabrication, mining equipment and electric motor rebuilds, equipment erection services, training, and sales of replacement parts, account for the remainder of our consolidated sales for each of those years.

Effective November 1, 2009, we combined CCC into the Joy operating segment.  Beginning in the first quarter of fiscal 2010, we will adjust our segment presentation to reflect the change in management structure.  This is the next step in our strategy to focus on crushers and conveyors becoming seamless extensions of our P&H and Joy product lines.

We are the direct successor to a business begun almost 125 years ago and were known as Harnischfeger Industries, Inc. (the “Predecessor Company”) prior to our emergence from protection under Chapter 11 of the U.S. Bankruptcy Code on July 12, 2001.


 

 
Page 5

 

Underground Mining Machinery

Joy is the world’s largest producer of high productivity underground mining machinery for the extraction of coal and other bedded materials.  It has significant facilities in Australia, South Africa, the United Kingdom, China, and the United States as well as sales offices and service facilities in India, Poland, and Russia.  Joy products include: continuous miners; shuttle cars; flexible conveyor trains; complete longwall mining systems (consisting of powered roof supports, an armored face conveyor, and a longwall shearer); continuous haulage systems; battery haulers; and roof bolters.  Joy also maintains an extensive network of service and replacement parts distribution centers to rebuild and service equipment and to sell replacement parts and consumables in support of its installed base.  This network includes five service centers in the United States and eight outside the United States, all of which are strategically located in major underground mining regions.


Fiscal 2009 Developments:

·  
Joy opened its first Smart Services Center in South Africa.  Through the use of wireless technology, Joy engineers can gather relevant information on machines working underground to provide preemptive and predictive feedback which ultimately will provide better machine performance and lower costs while maintaining focus on worker safety.

·  
Joy delivered and commissioned the largest capacity powered roof supports in the world.  The mine in Australia started production with a full Joy system (shearer, armored face conveyor, powered roof supports and control platforms), including state of the art powered roof supports that set a new benchmark in lifecycle design and test, with successful 90,000 cycle testing and a rated capacity of 1,900 Tons. This installation has enhanced Joy’s leadership position of providing reliable, powerful and durable longwall systems.

·  
Joy delivered Top Coal Caving capability for our armored face conveyor product in China.


Products and Services:

Continuous miners – Electric, self-propelled continuous miners cut material using carbide-tipped bits on a horizontal rotating drum.  Once cut, the material is gathered onto an internal conveyor and loaded into a haulage vehicle or continuous haulage system for transportation to the main mine belt.

Longwall shearers – A longwall shearer moves back and forth on an armored face conveyor parallel to the material face.  Using carbide-tipped bits on cutting drums at each end, the shearer cuts a 1.2 meter to 6.5 meters of material on each pass and simultaneously loads the material onto the armored face conveyor for transport to the main mine belt.

Powered roof supports – Roof supports perform a jacking-like function that supports the mine roof during longwall mining.  The supports advance with the longwall shearer and Armored Face Conveyors, resulting in controlled roof falls behind the supports.  A longwall face may range up to 400 meters in length.

Armored face conveyors – Armored face conveyors (AFC) are used in longwall mining to transport material cut by the shearer away from the longwall face.

Shuttle cars – Shuttle cars, a type of haulage vehicle, are electric-powered with umbilical cable, rubber-tired vehicles used to transport material from continuous miners to the main mine belt where self-contained chain conveyors in the shuttle cars unload the material onto the belt.  Some models of Joy shuttle cars can carry up to 22 metric tons of coal.

Flexible conveyor trains (FCT) – FCT’s are electric-powered, self-propelled conveyor systems that provide continuous haulage of material from a continuous miner to the main mine belt.  The FCT uses a rubber belt similar to a standard fixed conveyor.  The FCT’s conveyor belt operates independently from the track chain propulsion system, allowing the FCT to move and convey material simultaneously.  Available in lengths of up to 570 feet, the FCT is able to negotiate multiple 90-degree turns in an underground mine infrastructure.

 
Page 6

 
Roof bolters – Roof bolters are roof drills used to bore holes in the mine roof and to insert long metal bolts into the holes to reinforce the mine roof.

Battery haulers – Battery haulers perform a similar function to shuttle cars.  Shuttle cars are powered through cables and battery haulers are powered by portable rechargeable batteries.

Continuous haulage systems – The continuous haulage system provides a similar function as the FCT in that it transports material from the continuous miner to the main mine belts on a continuous basis versus the batch process used by shuttle cars and battery haulers, but it does so with different technology.  It is made up of a series of connected bridge structures that utilize chain conveyors that transport the coal from one bridge structure to the next bridge structure and ultimately to the main mine belts.

Joy’s service and support infrastructure quickly and efficiently provides customers with high-quality parts, exchange components, repairs, rebuilds, whole machine exchanges, and services.  Joy’s cost-per-ton programs allow its customers to pay fixed prices for each ton of material mined in order to match equipment costs with revenues, and its component exchange programs minimize production disruptions for repair or scheduled rebuilds.  Both programs reduce customer capital requirements and ensure quality aftermarket parts and services for the life of the contract. Joy sells its products and services directly to its customers through a global network of sales and marketing personnel.

The Joy business has demonstrated cyclicality over the years.  The primary drivers of the cyclicality are commodity prices (particularly coal prices) and coal production levels.  Joy’s business is particularly sensitive to conditions in the coal mining industry, which accounts for substantially all of Joy’s sales.  Other drivers of cyclicality include product life cycles, new product introductions, governmental regulations, competitive pressures and industry consolidation.


Surface Mining Equipment

 
P&H is the world’s largest producer of electric mining shovels and a leading producer of rotary blasthole drills and walking draglines for open-pit mining operations.  P&H has facilities in Australia, Brazil, Canada, Chile, China, South Africa, and the United States, as well as sales offices in India, Mexico, Peru, Russia, the United Kingdom, and Venezuela.  P&H products are used in mining copper, coal, iron ore, oil sands, silver, gold, diamonds, phosphate, and other minerals and ores.  P&H also provides logistics and a full range of life cycle management service support for its customers through a global network of P&H MinePro® Services operations strategically located within major mining regions.  In some markets, P&H MinePro Services also provide electric motor rebuilds and other selected products and services to the non-mining industrial segment.  P&H also sells used electric mining shovels in some markets.

Fiscal 2009 Development:


·  
P&H Mining Equipment in 2009 continued to build upon the successful introduction of AC-drive electric mining shovels applied to its wide-track P&H 4100BOSS shovels for oil sand mining and other soft-ground operations in 2008.  AC-drive P&H 4100XPC shovels will be introduced starting in 2010.

·  
P&H Mining Equipment introduced a new remote health monitoring system during 2009 to help mine operations optimize productivity and reliability performance on their P&H shovels.  This system features powerful shovel systems health monitoring, data trending and diagnostics tools that help mine maintenance personnel obtain faster resolution of machine performance issues. The remote health monitoring information tools also include fleet status, productivity, availability and other key performance indicators to help mines realize their cost management objectives.

 
Page 7

 
Products and Services:

Electric mining shovels – Mining shovels are primarily used to load copper ore, coal, iron ore, other mineral-bearing materials and overburden into trucks or other conveyances.  There are two basic types of mining loaders: electric shovels and hydraulic excavators.  Electric mining shovels feature larger buckets, allowing them to load greater volumes of material, while hydraulic excavators are smaller and more maneuverable.  The electric mining shovel offers the lowest cost per ton of mineral mined.  Its use is determined by the size of the mining operation and the availability of electricity.  P&H manufactures only electric mining shovels rather than hydraulic excavators.  Dippers (buckets) can range in size from 12 to 82 cubic yards.

Walking draglines – Draglines are primarily used to remove overburden to uncover coal or mineral deposits and then to replace the overburden as part of reclamation activities.  P&H’s draglines are equipped with bucket sizes ranging from 30 to 160 cubic yards.

Blasthole drills – Most surface mines require breakage or blasting of rock, overburden, or ore using explosives. A pattern of holes to contain the explosives is created by a blasthole drill.  Drills are usually described in terms of the diameter of the hole they bore.  Blasthole drills manufactured by P&H bore holes ranging in size from 9 7/8 to 17.5 inches in diameter.

P&H MinePro Services provides life cycle management support, including equipment erections, relocations, inspections, service, repairs, rebuilds, upgrades, used equipment, new and used parts, enhancement kits, and training.  The term “life cycle management” refers to our strategy to maximize the productivity of our equipment over the equipment’s entire operating life cycle through the optimization of the equipment, its operating and maintenance procedures, and its upgrade and refurbishment.  Each life cycle management program is specifically designed for a particular customer and that customer’s application of our equipment.  Under each program, we provide aftermarket products and services to support the equipment during its operating life cycle.  Under some of the programs, the customer pays us an amount based upon hours of operation or units of production achieved by the equipment.  The amount to be paid per unit is determined by the economic model developed on a case-by-case basis, and is set at a rate designed to include both the estimated costs and anticipated profit.  Through life cycle management contracts, MinePro guarantees availability levels and reduces customer operating risk.

P&H MinePro Services personnel and MinePro distribution centers are strategically located close to customers in major mining centers around the world, supporting P&H and other brands.  P&H sells its products and services directly to its customers through a global network of sales and marketing personnel.  The P&H MinePro Services distribution organization also represents other leading providers of equipment and services to the mining industry and associated industries, which we refer to as “Alliance Partners.”  Some of the P&H Alliance Partner relationships include the following companies:

· Berkley Forge and Tool Inc.
· Bridon American Corporation
· Central Queensland Mining Supplies
· Dux Machinery
· Hensley Industries Inc.
· Hitachi Mining Division
· LeTourneau Inc.
 
· Phillippi-Hagenbach Inc.
· Prodinsa Wire Rope
· Terex Mining Company - Reedrill
· Terex Mining Company – Unit Rig
· Wire Rope Industries Ltd.
· Wire Rope Corporation of America, Inc.

For each Alliance Partner, we enter into an agreement that provides us with the right to distribute certain Alliance Partner’s products in specified geographic territories.  Specific sales of new equipment are typically based on “buy and resell” arrangements or are direct sale from the Alliance Partner to the ultimate customer with a commission paid to us.  The type of sales arrangement is typically agreed at the time of the customer’s commitment to purchase.  Our aftermarket sales of parts produced by Alliance Partners are generally made under “buy and resell” arrangements.  To support Alliance Partner’s products in certain geographic regions, we typically hold in inventory Alliance Partner parts.

 
Page 8

 
P&H’s businesses are subject to cyclical movements in the markets.  Sales of original equipment are driven to a large extent by commodity prices.  Copper, coal, oil sands, and iron ore mining combined accounted for approximately 90% of total P&H sales in recent years.  Rising commodity prices typically lead to the expansion of existing mines, opening of new mines, or re-opening of less efficient mines.  Although the aftermarket segment is much less cyclical, severe reductions in commodity prices can result in the removal of machines from mining production, and thus dampen demand for parts and services.  Conversely, significant increases in commodity prices can result in higher use of equipment and generate requirements for more parts and services.

Continental Crushing & Conveying

CCC is the nation’s largest manufacturer and distributer of bulk material crushing and conveyor systems. CCC has facilities in Australia, South Africa, the United Kingdom and the United States. CCC’s products are used in coal, hard rock mining for metals and minerals, aggregates and tunneling.


Fiscal 2009 Development:

·  
CCC completed a new coal off loading and storage facility for the port of Tyne, UK. The fully-integrated system can deliver and create individual 65,000-ton stockpiles of “separated coal.” It included system monitoring using video cameras and stockpile height and movement monitoring.  This conveyor system sequencing and pre-start and emergency stop were installed for safe and efficient transport of material.

Products and Services:

Feeder breakers – Feeder breakers are a form of crusher that uses rotating drums with carbide-tipped bits to break down the size of the mined material for loading onto conveyor systems or feeding into processing facilities.  Mined material is typically loaded into the feeder breaker by a shuttle car or battery hauler in underground applications and by haul trucks in surface applications.

Conveyor systems – Conveyor systems are used in both above- and under-ground applications.  The primary component of a conveyor system is the terminal which itself comprises a drive, discharge, take-up and tail loading section.

High angle conveyors – The Continental High Angle Conveyor is a versatile method for elevating or lowering materials continuously from one level to another at extremely steep angles.  One of the differentiating factors of the Continental technology is the use of the proprietary fully equalized pressing mechanism which secures material toward the center of the belt while gently, but effectively, sealing the belt edges together.  The High Angle Conveyor has throughput rates ranging from 0.30 to 4,400 tons per hour.

Seasonality

All of our business segments are subject to moderate seasonality, with the first quarter of our fiscal year generally experiencing lower sales due to a decrease in working days caused by the Thanksgiving and year-end holidays.

Financial Information

Financial information about our business segments and geographic areas of operation is contained in Item 8 – Financial Statements and Supplementary Data and Item 15 – Exhibits and Financial Statement Schedules.

Employees

As of October 30, 2009, we employed 11,300 employees worldwide, with 5,300 employed in the United States.  Collective bargaining agreements or similar type arrangements cover 36% of our U.S. workforce and 30% of our international employees. In Fiscal 2010, collective bargaining agreements are to expire for 13% of our employees with the largest covering the International Association of Machinists (“IAM”) at our facility in Franklin, Pennsylvania and the MinePro Chile Workers Union at our facilities in Chile.
 
 
Page 9

 
Customers

Joy, P&H and CCC sell their products primarily to large global and regional mining companies.  No customer or affiliated group of customers accounted for 10% or more of our consolidated net sales for fiscal 2009.


Competitive Conditions

Joy, P&H and CCC conduct their domestic and foreign operations under highly competitive market conditions, requiring that their products and services be competitive in price, quality, service, and delivery.  The customers for these products are generally large mining companies with substantial purchasing power.

Joy’s continuous miners, longwall shearers, powered roof supports, armored face conveyors, continuous haulage systems, shuttle cars, and battery haulers compete with similar products made by a number of both established and emerging worldwide manufacturers of such equipment.  Joy’s rebuild services compete with a large number of local repair shops.  Joy competes with various regional suppliers in the sale of replacement parts for Joy equipment.

P&H’s shovels and draglines compete with similar products produced by one competitor and with hydraulic excavators, large rubber-tired front-end loaders, and bucket wheel excavators made by several international manufacturers.  P&H’s large rotary blasthole drills compete with several worldwide drill manufacturers.  As high productivity mining becomes more widely accepted internationally, especially in emerging markets, global manufacturing capability is becoming a competitive advantage, but it is still most important to have repair and rebuild capability near the customer’s operations.  P&H MinePro Services competes with a large number of primarily regional suppliers in the sale of parts.

CCC faces strong competition throughout the world in all of its product lines.  The various markets in which CCC competes are fragmented into a large number of competitors, many of which are smaller businesses that operate in relatively specialized or niche product areas.

Joy, P&H and CCC compete on the basis of providing superior productivity, reliability, and service that lower the overall cost of production for their customers.  Joy, P&H and CCC compete with local and regional service providers in the provision of maintenance, rebuild and other services to mining equipment users.





 
Page 10

 


















Backlog

Backlog represents unfilled customer orders for our original equipment and aftermarket products and services.  Customer orders included in backlog as of October 30, 2009 represent firm contracts to purchase specific original equipment, products or services from us by customers who have satisfied our credit review procedures.  Through October 31, 2008, backlog related to our Surface Mining Equipment division was recorded with a letter of intent and deposits to secure production slots.  During the third quarter of fiscal 2009, we recorded a $606 million adjustment to our backlog based on our new booking policy requiring a firm contract.  The following table provides backlog by business segment as of our fiscal year end.  These backlog amounts exclude customer arrangements under long-term equipment life cycle management programs.  Such programs extend for up to 13 years and totaled approximately $826.0 million as of October 30, 2009.  Sales already recognized by fiscal year-end under the percentage-of-completion method of accounting are also excluded from the amounts shown.


In thousands
 
2009
   
2008
   
2007
 
                   
Underground Mining Machinery
  $ 821,160     $ 1,379,999     $ 804,534  
Surface Mining Equipment
    544,159       1,640,108       833,064  
Crushing & Conveying
    149,885       213,005       -  
Eliminations
    (44,326 )     (58,378 )     -  
     Total Backlog
  $ 1,470,878     $ 3,174,734     $ 1,637,598  


The decrease in backlog for our Surface Mining Equipment division from October 31, 2008 to October 30, 2009 was due to the $606 million backlog adjustment during the third quarter of fiscal 2009 and decreased bookings in most markets as a result of our customers’ cautious global economic outlook for mined commodities. The decrease in Underground Mining Machinery and Crushing and Conveying was primarily correlated to decreased demand for U.S. underground coal.  Of the $1.5 billion of backlog approximately $0.2 billion is expected to be recognized as revenue beyond fiscal 2010.

The increase in backlog for Surface Mining Equipment from October 26, 2007 to October 31, 2008 is due to the strength of international coal, long-term growth prospects of copper and growth in Canadian oil sands as of October 31, 2008.  The increase in Underground Mining Machinery is due to the increasing demand in U.S. coal markets.  CCC added terminals, structures and barge load out conveyors.

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


Raw Materials

Joy purchases electric motors, gears, hydraulic parts, electronic components, castings, forgings, steel, clutches, and other components and raw materials from outside suppliers.  Although Joy purchases certain components and raw material from a single source, alternative suppliers are generally available for all such items, but not without potential delays as new suppliers are approved.

P&H purchases raw and semi-processed steel, castings, forgings, copper, and other materials from a number of suppliers.  In addition, component parts such as engines, bearings, controls, hydraulic components, and a wide variety of mechanical and electrical items are purchased from a group of pre-qualified suppliers.

CCC purchases steel and other miscellaneous parts such as bearings, electric motors and gear reducers from outside suppliers. CCC is not dependent upon any single supplier for any materials essential to its business or that are not otherwise commercially available.

 
Page 11

 
Patents and Trademarks

We own numerous patents and trademarks and license technology from others relating to our products and manufacturing methods.  We have also granted patent and trademark licenses to other manufacturers and receive royalties under most of these licenses.  While we do not consider any particular patent or license or group of patents or licenses to be material to our business segments, we believe that in the aggregate our patents and licenses are significant in distinguishing many of our product lines from those of our competitors.  The value of patents and trademarks by segment are as follows:

   
Underground
         
Surface
       
   
Mining
   
Crushing &
   
Mining
       
In thousands
 
Machinery
   
Conveying
   
Equipment
   
Consolidated
 
                         
Patents
                       
Gross Carrying Value
  $ 10,044     $ 11,079     $ -     $ 21,123  
Accumulated Amortization
    (5,658 )     (1,193 )     -       (6,851 )
Net Carrying Value
  $ 4,386     $ 9,886     $ -     $ 14,272  
                                 
Trademarks
  $ 8,600     $ 66,800     $ -     $ 75,400  


Research and Development

 
We are strongly committed to pursuing technological development through the engineering of new products and systems, the improvement and enhancement of licensed technology, and related acquisitions of technology.  Research and development expenses were $22.3 million, $16.4 million, and $11.5 million for fiscal 2009, 2008, and 2007, respectively.

Environmental, Health and Safety Matters

Our domestic activities are regulated by federal, state, and local statutes, regulations, and ordinances relating to both environmental protection and worker health and safety.  These laws govern current operations, require remediation of environmental impacts associated with past or current operations, and under certain circumstances provide for civil and criminal penalties and fines as well as injunctive and remedial relief.  Our foreign operations are subject to similar requirements as established by their respective countries.

 
We believe that we have substantially satisfied these diverse requirements.  Compliance with environmental laws and regulations did not have a material effect on capital expenditures, earnings, or competitive position in 2009.  Because these requirements are complex and, in many areas, rapidly evolving, there can be no guarantee against the possibility of additional costs of compliance.  However, we do not expect that our future compliance with environmental laws and regulations will have a material effect on our capital expenditures, earnings or competitive position, and do not expect to make any material capital expenditures for environmental control facilities in fiscal 2010.

 
Our operations or facilities have been and may become the subject of formal or informal enforcement actions or proceedings for alleged noncompliance with either environmental or worker health and safety laws or regulations. Such matters have typically been resolved through direct negotiations with the regulatory agency and have typically resulted in corrective actions or abatement programs.  However, in some cases, fines or other penalties have been paid.

International Operations

For information on the risks faced by our international operations, see Item 1A, Risk Factors.
 
 
Page 12

 
Available Information

Our internet address is: www.joyglobal.com.  We make our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act available free of charge through our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.


Item 1A.  Risk Factors

Our international operations are subject to many uncertainties, and a significant reduction in international sales of our products could adversely affect us.
 
In addition to the other risk factors below, our international operations are subject to various political, economic, and other uncertainties which could adversely affect our business.  A significant reduction of our international business due to any of these risks would adversely affect our sales.  In fiscal 2009, 2008, and 2007, approximately 50%, 52%, and 52%, respectively of our sales were derived from sales outside the United States.  Risks faced by our international operations include:
 

·  
international political and trade issues and tensions;
 
·  
regional or country specific economic downturns;
 
·  
fluctuations in currency exchange rates, particularly the Australian dollar, British pound sterling, Brazilian real, Canadian dollar, Chilean peso, Chinese renminbi, and South African rand;
 
·  
increased risk of litigation and other disputes with customers;
 
·  
unexpected changes in regulatory requirements, up to and including the risk of nationalizing or exportation by foreign governments;
 
·  
higher tax rates and potentially adverse tax consequences including restrictions on repatriating earnings, adverse tax withholding requirements, and double taxation;
 
·  
difficulties protecting our intellectual property;
 
·  
longer payment cycles and difficulty in collecting accounts receivable;
 
·  
complications in complying with a variety of foreign laws and regulations;
 
·  
costs and difficulties in integrating, staffing and managing international operations, especially in rapidly growing economies such as China;
 
·  
transportation delays and interruptions;
 
·  
natural disasters and the greater difficulty in recovering from them as compared to the United States in some of the foreign countries in which we operate, especially in countries prone to earthquakes, such as Indonesia, India, China, and Chile;
 
·  
uncertainties arising from local business practices and cultural considerations; and
 
·  
customs matters and changes in trade policy or tariff regulations.
 

If we are unable to successfully manage the risks associated with expanding our global business or to adequately manage operational fluctuations internationally, it could adversely affect our business, financial condition, or results of operations.

 
Page 13

 
The cyclical nature of our original equipment manufacturing business could cause fluctuations in our operating results.
 
Our business, in particular our original equipment manufacturing business, is cyclical in nature.  The cyclicality of Joy’s and CCC’s original equipment sales is driven primarily by commodity prices, product life cycles, competitive pressures, and other economic factors affecting the mining industry such as company consolidation.  P&H’s original equipment sales are subject to cyclical movements based in large part on changes in copper, coal, iron ore, oil, and other commodity prices.  Falling commodity prices have in the past and may in the future lead to reductions in the production levels of existing mines, a contraction in the number of existing mines, and the closure of less efficient mines.  Decreased mining activity is likely to lead to a decrease in demand for new mining machinery.  As a result of this cyclicality, we have previously experienced significant fluctuation in our business, results of operations, and financial condition.  We expect that cyclicality in our equipment manufacturing business may cause us to experience further significant fluctuation in our business, financial condition, or results of operations.


We are largely dependent on the continued demand for coal, which is subject to economic and climate related risks.
 
Over two-thirds of our revenues come from our coal-mining customers.  Many of these customers supply coal for steel production and/or as fuel for the production of electricity in the United States and other countries.  Demand for steel is affected by the global level of economic activity and economic growth.  The pursuit of the most cost effective form of electricity generation continues to take place throughout the world.  Coal combustion generates significant greenhouse gas emissions and governmental and private sector goals and mandates to reduce greenhouse gas emissions may increasingly affect the mix of electricity generation sources. Further developments in connection with legislation, regulations or other limits on greenhouse gas emissions and other environmental impacts or costs from coal combustion, both in the United States and in other countries, could diminish demand for coal as a fuel for electricity generation.  If  lower greenhouse gas emitting forms of electricity generation, such as nuclear, solar, natural gas or wind power, become more prevalent or cost effective, or diminished economic activity reduces demand for steel, demand for coal will be reduced.  When demand for coal is reduced, the demand for our mining equipment could be adversely affected,


We require cash to service our indebtedness, which reduces the cash available to finance our business.
 
Our ability to service our indebtedness will depend on our future performance, which will be affected by prevailing economic conditions and financial, business, regulatory, and other factors.  Some of these factors are beyond our control.  If we cannot generate sufficient cash flow from operations to service our indebtedness and to meet our other obligations and commitments, we might be required to refinance our debt or to dispose of assets to obtain funds for such purpose.  There is no assurance that refinancings or asset dispositions could be effected on a timely basis or on satisfactory terms, if at all, particularly if credit market conditions worsen.  Furthermore, there can be no assurance that refinancings or asset dispositions would be permitted by the terms of our debt instruments.

Our unsecured revolving credit agreement contains certain financial tests.  If we do not satisfy such tests, our lenders could declare a default under our debt instruments, and our indebtedness could be declared immediately due and payable.  Our ability to comply with the provisions of our unsecured revolving credit agreement may be affected by changes in economic or business conditions beyond our control.

Our unsecured revolving credit agreement contains covenants that limit our ability to incur indebtedness, acquire other businesses and impose various other restrictions. These covenants could affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise.  We cannot be certain that we will be able to comply with the foregoing financial ratios or covenants or, if we fail to do so, that we will be able to obtain waivers from our lenders.

 
Page 14

 
Significant changes in our actual investment return on pension assets, discount rates and other factors could affect our results of operations, equity and pension funding requirements in future periods.  
 
Our results of operations may be affected by the amount of income or expense that we record for our defined benefit pension plans and certain other retirement benefits.  We measure the valuation of our pension plans annually as of our fiscal year end in order to determine the funded status of and our funding obligation with respect to such plans.  This annual valuation of our pension plans is highly dependent on certain assumptions used in actuarial valuations, which include actual and expected return on pension assets and discount rates.  These assumptions take into account current and expected financial market data, other economic conditions such as interest rates and inflation, and other factors such as plan asset allocation and future salary increases.  If actual rates of return on pension assets materially differ from assumptions, our pension funding obligations may increase or decrease significantly.  Our funding obligation is determined under governmental regulations and is measured based on value of our assets and liabilities.  An adverse change in our funded status due to the volatility of returns on pension assets and the discount rate could increase our required future contributions to our plans, which may adversely affect our results of operations and financial condition.

For a more detailed discussion regarding how our financial statements may be affected by pension and other retirement plan accounting policies, see “Critical Accounting Policies - Pension and Postretirement Benefits and Costs” on page 36 within Item 7 of this Form 10-K.


Our continued success depends on our ability to protect our intellectual property, which cannot be assured.

Our future success depends in part upon our ability to protect our intellectual property.  We rely principally on nondisclosure agreements and other contractual arrangements and trade secret law and, to a lesser extent, trademark and patent law, to protect our intellectual property.  However, these measures may be inadequate to protect our intellectual property from infringement by others or prevent misappropriation of our proprietary rights.  In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do U.S. laws.  Our inability to protect our proprietary information and enforce our intellectual property rights through infringement proceedings could adversely affect our business, financial condition or results of operations.


We operate in a highly competitive environment, which could adversely affect our sales and pricing.
 
Our domestic and foreign manufacturing and service operations are subject to significant competitive pressures. Many of our customers are large global mining companies that have substantial bargaining power and require our equipment to meet high standards of availability, productivity, and cost effectiveness.  In addition, some of our sales require us to participate in competitive tenders where we must compete on the basis of various factors, including performance guarantees and price.  We compete directly and indirectly with other manufacturers of surface and underground mining equipment and with manufacturers of parts and components for such products.  Some of our competitors are larger than us and may have greater access to financial resources.


Demand for our products may be adversely impacted by regulations related to mine safety.

Our principal customers are surface and underground mining companies.  The industry has encountered increased scrutiny as it relates to safety regulations primarily due to recent high profile mine accidents.  Current or proposed legislation on safety standards and the increased cost of compliance may induce customers to discontinue or limit their mining operations, and may discourage companies from developing new mines, which in turn could diminish demand for our products.


 
Page 15

 


Demand for our products may be adversely impacted by environmental regulations impacting the mining industry or electric utilities.

Many of our customers supply coal as a power generating source for the production of electricity in the United States and other countries.  The operations of these mining companies are geographically diverse and are subject to or impacted by a wide array of regulations in the jurisdictions where they operate, including those directly impacting mining activities and those indirectly affecting their businesses, such as applicable environmental laws.  The high cost of compliance with environmental regulations may also cause customers to discontinue or limit their mining operations, and may discourage companies from developing new mines.  Additionally, government regulation of electric utilities may adversely impact the demand for coal to the extent that such regulations cause electric utilities to select alternative energy sources and technologies as a source of electric power.  As a result of these factors, demand for our mining equipment could be substantially adversely affected by environmental regulations adversely impacting the mining industry or altering the consumption patterns of electric utilities.


Our manufacturing operations are dependent upon third party suppliers, making us vulnerable to supply shortages and price increases, and we are also limited by our plant capacity constraints.
 
In the manufacture of our products, we use large amounts of raw materials and processed inputs including steel, engine components, copper and electronic controls.  We obtain raw materials and certain manufactured components from third party suppliers.  Our ability to grow revenues is constrained by the capacity of our plants, our ability to supplement that capacity with outside sources, and our success in securing critical supplies such as steel and copper.  To reduce material costs and inventories, we rely on supplier arrangements with preferred vendors as a source for “just in time” delivery of many raw materials and manufactured components.  Because we maintain limited raw material and component inventories, even brief unanticipated delays in delivery by suppliers, including those due to capacity constraints, labor disputes, impaired financial condition of suppliers, weather emergencies, or other natural disasters, may adversely affect our ability to satisfy our customers on a timely basis and thereby affect our financial performance.  This risk increases as we continue to change our manufacturing model to more closely align production with customer orders.  In three of the last four years, market prices for certain raw materials, in particular steel, have fluctuated significantly.  If we are not able to pass raw material or component price increases on to our customers, our margins could be adversely affected.  Any of these events could adversely affect our business, financial condition, or results of operations.


Our continued efforts to integrate the acquisition of Continental, including the recent consolidation of Crushing & Conveying into Joy Mining Machinery, may not be successful, which could adversely impact our ability to realize expected synergies from the Continental acquisition and our future operating performance.

In fiscal 2008, we acquired N.E.S Investment Co. and its subsidiary, Continental Global Group.  Since that time, the legacy Continental business has been a component of Crushing & Conveying, along with the legacy Stamler crushing business that we acquired in fiscal 2006.  As phase II of our plan to integrate Continental, we consolidated Crushing & Conveying into our Joy Mining Machinery segment, effective November 1, 2009, while P&H will assume responsibility for Continental’s above-ground business.  The successful integration of Crushing and Conveying into Joy and Continental above-ground business into P&H will require continued efforts, including substantial attention from our management team to effectively execute the integration tasks.  Unanticipated difficulties may arise, and thus, we cannot provide assurance that we will be able to integrate the operations of Continental successfully into our Joy and P&H businesses, or that we will be able to realize fully anticipated synergies from this step of our integration of Continental.  Inability to realize fully the anticipated synergies or other unanticipated difficulties from the integration efforts could have an adverse effect on our future operating performance.


 
Page 16

 



Labor disputes and increasing labor costs could adversely affect us.


Many of our principal domestic and foreign operating subsidiaries are parties to collective bargaining agreements with their employees.  Collective bargaining agreements or similar type arrangements cover 36% of our U.S. workforce and 30% of our international employees. In Fiscal 2010, collective bargaining agreements are to expire for 13% of our employees with the largest covering the International Association of Machinists (“IAM”) at our facility in Franklin, Pennsylvania and the MinePro Chile Workers Union at our facilities in Chile.  As such, we cannot be certain that any disputes, work stoppages, or strikes will not arise in the future.  In addition, when existing collective bargaining agreements expire, we cannot be certain that we will be able to reach new agreements with our employees.  Such new agreements may be on substantially different terms and may result in increased direct and indirect labor costs.  Future disputes with our employees could adversely affect our business, financial condition, or results of operations.


Our business could be adversely affected by our failure to develop new technologies.
 
The mining industry is a capital-intensive business, with extensive planning and development necessary to open a new mine.  The success of our customers’ mining projects is largely dependent on the efficiency with which the mine operates.  If we are unable to provide continued technological improvements in our equipment that meet our customers’ expectations, or the industry’s expectations, on mine productivity, the demand for our mining equipment could be substantially adversely affected.


We are subject to litigation risk, which could adversely affect us.
 
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.  In addition, we and our subsidiaries become involved from time to time in proceedings relating to environmental matters.  Also, as a normal part of their operations, our subsidiaries may undertake contractual obligations, warranties, and guarantees in connection with the sale of products or services. Some of these claims and obligations involve significant potential liability.


Product liability claims could adversely affect us.

The sale of mining equipment entails an inherent risk of product liability and other claims.  Although we maintain product liability insurance covering certain types of claims, our policies are subject to substantial deductibles.  We cannot be certain that the coverage limits of our insurance policies will be adequate or that our policies will cover any particular loss.  Insurance can be expensive, and we may not always be able to purchase insurance on commercially acceptable terms, if at all.  Claims brought against us that are not covered by insurance or that result in recoveries in excess of insurance coverage could adversely affect our business, financial condition, or results of operations.


If we are unable to retain qualified employees, our growth may be hindered.

Our ability to provide high quality products and services depends in part on our ability to retain our skilled personnel in the areas of senior management, product engineering, servicing, and sales. Competition for such personnel is intense and our competitors can be expected to attempt to hire our skilled employees from time to time. In particular, our results of operations could be adversely affected if we are unable to retain the customer relationships and technical expertise provided by our management team and our professional personnel.


 
Page 17

 


We rely on significant customers, the loss of one or more of which could adversely affect our operating results, financial condition and existing business.
 
We are dependent on maintaining significant customers by delivering reliable, high performance mining equipment and other products on a timely basis.  We do not consider ourselves to be dependent upon any single customer; however, our top ten customers collectively accounted for approximately 36% of our sales for fiscal 2009. Our sales have become more concentrated in recent years as consolidation has occurred in the mining industry. The consolidation and divestitures in the mining industry may result in different equipment preferences among current and former significant customers.  The loss of one or more of our significant customers could, at least on a short term basis, have an adverse effect on our business, financial condition, or results of operations.

We may acquire other businesses or engage in other transactions, which may adversely affect our operating results, financial condition, and existing business.
 
From time to time, we explore transaction opportunities which may complement our core business.  These transaction opportunities may come in the form of acquisitions, joint ventures, start ups or other structures.  Any such transaction may entail any number of risk factors including (without limitation) general business risk, integration risk, technology risk, and market acceptance risk.  Additionally, any such transaction may require utilization of debt, equity or other capital resources or expenditures and our management’s time and attention, and may not create value for us or our stockholders.

Item 1B.  Unresolved Staff Comments

None.

 
 
Page 18

 

Item 2.  Properties

As of October 30, 2009 the following principal properties of our operations were owned, except as indicated.  Our worldwide corporate headquarters are currently housed in 10,000 square feet of leased space in Milwaukee, Wisconsin.  All of these properties are generally suitable for the operations currently conducted at them.

Underground Mining Machinery Locations

     
Floor Space
 
Land Area
   
 
Location
 
(Sq. Ft.)
 
(Acres)
 
Principal Operations
               
 
Franklin, Pennsylvania
 
830,900
 
58
 
Component and parts production.
 
Warrendale, Pennsylvania
 
71,250
 
13
 
Administration and warehouse.
 
Reno, Pennsylvania
 
121,400
 
22
 
Chain manufacturing.
 
Brookpark, Ohio
 
85,000
 
4
 
Machining manufacturing.
 
Solon, Ohio
 
101,200
 
11
 
Gear manufacturing.
               
*
Bluefield, Virginia
 
102,160
 
15
 
Original equipment component repair and complete machine rebuilds.
*
Duffield, Virginia
 
100,350
 
11
 
Original equipment component repair and complete machine rebuilds.
*
Homer City, Pennsylvania
 
89,920
 
10
 
Original equipment component repair and complete machine rebuilds.
*
Wellington, Utah
 
76,250
 
60
 
Original equipment component repair and complete machine rebuilds.
 
Lebanon, Kentucky
 
88,250
 
12
 
Original equipment component repair and complete machine rebuilds.
*
Meadowlands, Pennsylvania
 
117,900
 
12
 
Global Distribution Center
               
*
McCourt Road, Australia
 
97,392
 
33
 
Original equipment, component repairs and complete machine rebuilds.
 
Parkhurst, Australia
 
76,639
 
19
 
Component repair and complete machine rebuilds.
 
Wollongong, Australia
 
26,996
(1)
4
 
Component repair and complete machine rebuilds.
               
*
Steeledale, South Africa
 
250,381
 
13
 
Component repairs and manufacturing.
*
Wadeville, South Africa
 
324,739
 
29
 
Original equipment, component repair and complete machine rebuilds.
               
 
Pinxton, England
 
76,000
 
10
 
Component repair and complete machine rebuilds.
 
Wigan, England
 
60,000
(4)
3
 
Engineering and administration.
*
Worcester, England
 
178,000
 
14
 
Original equipment and component repairs.
*
Tychy, Poland
 
52,312
(4)
8
 
Original equipment, component repair and complete machine rebuilds.
               
 
Baotou, China
 
29,756
(6)
4
 
Component repair.
 
Tianjin, China
 
63,680
(7)
8
 
Original equipment and sales office
 
Wuxi, China
 
185,421
 
26
 
Manufacturing of mining machinery, after-market service and maintenance service
 
Beijing, China
 
14,784
(3)
0
 
Administration
               
 
Kuzbass, Russia
 
15,750
 
3
 
Component repair and rebuild facility



 
Page 19

 




Surface Mining Equipment Locations

     
Floor Space
 
Land Area
   
 
Location
 
(Sq. Ft.)
 
(Acres)
 
Principal Operations
               
 
Milwaukee, Wisconsin
 
684,000
 
46
 
Electric mining shovels, electric draglines and large diameter electric and diesel rotary blast hole drills.
*
Milwaukee, Wisconsin
 
180,000
 
13
 
Electrical products.
*
Gillette,Wyoming
 
60,000
 
6
 
Motor rebuild service center.
 
Evansville, Wyoming
 
25,000
 
6
 
Motor rebuild service center.
 
Mesa, Arizona
 
40,000
 
5
 
Motor rebuild service center.
*
Elko, Nevada
 
30,000
 
5
 
Motor rebuild service center & welding services.
 
Elko Nevada
 
28,000
(5)
4
 
Machine/Mechanical shop.
               
 
Calgary, Canada
 
6,000
(5)
1
 
Climate control system manufacturing.
 
Edmonton, Canada
 
32,581
(4)
4
 
Motor rebuild service center.
               
 
Tianjin China
 
130,000
(7)
   
Original Equipment
               
*
Bassendean, Australia
 
72,500
 
5
 
Components and parts for mining shovels.
*
Mackay, Australia
 
36,425
 
3
 
Components and parts for mining shovels.
*
Hemmant, Australia
 
23,724
 
2
 
Motor rebuild service center.
 
East Maitland, Australia
 
32,916
(1)
1.4
 
Motor rebuild service center.
*
Rutherford, Australia
 
15,640
(2)
3.6
 
Motor rebuild service center.
               
*
Belo Horizonte, Brazil
 
37,700
 
1
 
Components and parts for mining shovels.
               
 
Cananea, Sonora, Mexico
 
1,800
 
4
 
Service Shop
               
*
Santiago, Chile
 
6,800
 
1
 
Rebuild service center.
*
Antofagasta, Chile
 
21,000
 
1
 
Rebuild service center.


Crushing & Conveying Locations

   
Floor Space
 
Land Area
   
Location
 
(Sq. Ft.)
 
(Acres)
 
Principal Operations
             
Winfield, Alabama
 
250,000
 
32.7
 
Manufacturing, Sales, Engineering, Administration.
Belton, South Carolina
 
191,000
 
24
 
Manufacturing, Sales, Administration.
Salyersville, Kentucky
 
125,842
 
13.6
 
Manufacturing.
Millersburg, Kentucky
 
115,000
 
14.0
 
Administration, manufacturing, and warehouse.
             
Somersby, New South Wales
 
49,655
 
3
 
Manufacturing, Engineering, Administration.
Mackay, Queensland
 
31,151
(4)
2.3
 
Manufacturing, Sales.
Minto, New South Wales
 
23,024
 
4
 
Manufacturing.
             
Sunderland, England
 
100,850
(7)
5.3
 
Manufacturing, Sales, Administration.
             
Alrode, South Africa
 
24,456
(2)
3
 
Manufacturing, Sales, Administration.


 
Page 20

 

(1)
Under a month to month lease
(2)
Under a lease expiring in 2010
(3)
Under a lease expiring in 2011
(4)
Under a lease expiring in 2013
(5)
Under a lease expiring in 2014
(6)
Under a lease expiring in 2018
(7)
Under a lease expiring in 2021
*
Property includes a warehouse

Joy Mining also operates warehouses in Nashville, Illinois; Brookwood, Alabama; Henderson, Kentucky; Pineville, West Virginia; Green River, Wyoming; Carlsbad, New Mexico; Price, Utah; Lovely, Kentucky; Norton, Virginia; Witbank, South Africa. All warehouses are owned except for the warehouses in Nashville, Illinois; Henderson, Kentucky; Price, Utah; Lovely, Kentucky; Tychy, Poland, which are leased.  In addition, Joy Mining has sales offices in Mt. Vernon, Illinois; Eagle Pass, Texas; Abington, Virginia; Secunda, South Africa and Kolata, India. Joy Mining also has a smart services and training facility at Witbank, South Africa.

P&H also operates warehouses in Cleveland, Ohio; Hibbing and Virginia, Minnesota; Charleston, West Virginia; Negaunee, Michigan; Gilbert, Arizona; Hinton, Sparwood, Labrador City, Fort McMurray and Sept. Iles, Canada; Iquique and Calama, Chile; Johannesburg, South Africa; Puerto Ordaz, Venezuela. The warehouses in Hibbing, Fort McMurray, Johannesburg, and Calama are owned; the others are leased. In addition, P&H leases sales offices throughout the United States and in principal surface mining locations in other countries, such as Chijuajua, Mexico and Kolkata, India.

CCC operates sales, manufacturing and administrative offices in Lexington, Kentucky; Somersby, New South Wales; Mackay, Queensland; Sunderland, United Kingdom; and Alrode, South Africa.



 
 
Page 21

 

Item 3.  Legal Proceedings

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.  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, based upon our case evaluations and availability of insurance coverage 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 March 1, 2010.  We do not believe these proceedings will have a significant effect on our results of operations or financial condition.

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.

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

No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2009.




 
Page 22

 





















Executive Officers of the Registrant

The following table shows certain information for each of our executive officers, including position with the corporation and business experience.  Our executive officers are elected each year at the organizational meeting of our Board of Directors, which follows the annual meeting of shareholders, and at other meetings as appropriate.

 

 
 

 

       
Current Office and
 
Years as
Name
 
Age
 
Principal Occupation
 
Officer
             
Michael W. Sutherlin
 
63
 
President and Chief Executive Officer since 2006.  Previously, Executive Vice President of Joy Global Inc. and President and Chief Operating Officer of Joy Mining Machinery from 2003 to 2006. and Chief Executive Officer of Joy Mining Machinery in 2006.
 
7
             
Michael S. Olsen
 
58
 
Executive Vice President, Chief Financial Officer and Treasurer since December 2008.  Senior Vice President of Finance of Joy Mining Machinery from February 2003 to December 2008 and Vice President and Chief Accounting Officer from July 2006 to December 2008.
 
3
             
Dennis R. Winkleman
 
59
 
Executive Vice President Human Resources since 2000.
 
9
             
Edward L. Doheny II
 
48
 
Executive Vice President of Joy Global Inc., and President and Chief Operating Officer of Joy Mining Machinery since 2006.  Prior to joining Joy Global, Mr. Doheny was with Ingersoll-Rand Corporation, where he was President of Industrial Technologies from 2003 to 2005 and President of Shared Services in 2003.
 
4
             
Randal W. Baker
 
46
 
Executive Vice President of Joy Global Inc., and President and Chief Operating Officer of P&H Mining Equipment Inc. since 2009.  Prior to joining Joy Global, Mr. Baker was with CNH Global N.V., where he was President and Chief Executive Officer of the agricultural equipment business from 2006 to 2009, Senior Vice President Logistics and Supply Chain from 2005 to 2006, and Vice President North American Marketing from 2004 to 2005.
 
1
             
Sean D. Major
 
45
 
Executive Vice President, General Counsel and Secretary since October 2007. Executive Vice President and General Counsel from April 2007 to October 2007.  Executive Vice President from January 2007 to April 2007.  Prior to joining Joy Global, Mr. Major was employed by Johnson Controls, Inc., holding roles of increasing legal responsibility since 1998, most recently as Assistant General Counsel & Assistant Secretary.
 
3

 
 

 

 
 
 
 
 
 


 
Page 23

 






PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities

Our common stock is traded on the Nasdaq Global SelectMarket under the symbol “JOYG.”  As of November 30, 2009, there were approximately 34,000 shareholders of record.  The following table sets forth the high and low sales prices and dividend payments for our common stock during the periods indicated.

   
Price per Share
   
Dividends
 
   
High
   
Low
   
Per Share
 
Fiscal 2009
                 
Fourth Quarter
  $ 56.55     $ 35.44     $ 0.175  
Third Quarter
  $ 41.36     $ 27.51     $ 0.175  
Second Quarter
  $ 27.21     $ 15.75     $ 0.175  
First Quarter
  $ 27.21     $ 15.21     $ 0.175  
                         
Fiscal 2008
                       
Fourth Quarter
  $ 72.34     $ 20.90     $ 0.175  
Third Quarter
  $ 88.18     $ 66.44     $ 0.15  
Second Quarter
  $ 76.97     $ 61.52     $ 0.15  
First Quarter
  $ 67.24     $ 49.55     $ 0.15  

We did not make any purchases of our common stock, par value $1.00 per share, during the fourth quarter of fiscal 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.  The dollar amount of shares that may yet be purchased under the program is $883.4 million.




 
Page 24

 






















The following graph sets forth the cumulative total shareholder return, including reinvestment of dividends on a quarterly basis, on common stock during the preceding five years, as compared to the cumulative total returns of the Standard and Poor’s (“S&P”) 500 Composite Stock Index and the Dow Jones United States Commercial Vehicle Truck Index (“DJUSHR”).  The DJUSHR was known as the Dow Jones U.S. Total Market Heavy Machinery Index until December 20, 2004.  This graph assumes $100 was invested on November 2, 2003, in Common Stock, the S&P 500 Composite Stock Index, and the DJUSHR.




[Missing Graphic Reference]


 
10/30/04
10/29/05
10/28/06
10/26/07
10/31/08
10/30/09
Joy Global Inc.
100
203
278
387
202
361
S&P 500
100
109
126
145
93
102
DJUSHR
100
122
159
238
115
160

 
 
Page 25

 

Item 6.  Selected Financial Data

The following table sets forth certain selected historical financial data on a consolidated basis.  The selected consolidated financial data was derived from our Consolidated Financial Statements.  Prior to fiscal 2007 our fiscal year end was the Saturday nearest October 31.  Each of our fiscal quarters consists of 13 weeks, except for any fiscal years consisting of 53 weeks that will add one week to the first quarter.  On December 18, 2006, we further amended our bylaws so that starting in fiscal 2007 our fiscal year-end date will be the last Friday in October.  The selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements appearing in Item 8 – Financial Statements and Supplementary Data and Item 15 – Exhibits and Financial Statement Schedules.

RESULTS OF OPERATIONS

   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
   
Year Ended
 
   
October 30,
   
October 31,
   
October 26,
   
October 28,
   
October 29,
 
In thousands except per share amounts
 
2009
   
2008 (1)
   
2007
   
2006 (2)
   
2005 (2)
 
                               
Net sales
  $ 3,598,314     $ 3,418,934     $ 2,547,322     $ 2,401,710     $ 1,927,474  
Operating income
    702,312       551,204       473,275       442,397       266,690  
                                         
Income from continuing operations
  $ 454,650     $ 373,137     $ 279,784     $ 414,856     $ 146,921  
Income (loss) from discontinued operations
    -       1,141       -       -       1,128  
Cumulative effect of change in accounting principle
    -       -       -       1,565       -  
Net income
  $ 454,650     $ 374,278     $ 279,784     $ 416,421     $ 148,049  
                                         
Basic Earnings (Loss) Per Share
                                       
   Income from continuing operations
  $ 4.44     $ 3.47     $ 2.54     $ 3.41     $ 1.21  
   Income (loss) from discontinued operations
    -       0.01       -       -       0.01  
   Cumulative effect of change in accounting principle
    -       -       -       0.01       -  
   Net income  per common share
  $ 4.44     $ 3.48     $ 2.54     $ 3.42     $ 1.22  
                                         
Diluted Earnings Per Share
                                       
   Income  from continuing operations
  $ 4.41     $ 3.44     $ 2.51     $ 3.37     $ 1.19  
   Income  from discontinued operations
    -       0.01       -       -       0.01  
   Cumulative effect of change in accounting principle
    -       -       -       0.01       -  
   Net income per common share
  $ 4.41     $ 3.45     $ 2.51     $ 3.38     $ 1.20  
                                         
Dividends Per Common Share
  $ 0.70     $ 0.625     $ 0.60     $ 0.45     $ 0.275  
                                         
Working capital
  $ 1,023,243     $ 597,778     $ 784,256     $ 627,894     $ 517,170  
Total Assets
    3,008,279       2,644,313       2,134,903       1,954,005       1,648,528  
Total Long-Term Obligations
    542,217       559,330       396,497       98,519       2,667  

(1) – In February 2008, we acquired N.E.S. Investment Co. and its wholly owned subsidiary, Continental Global Group, Inc. (“Continental”), a worldwide leader in conveyor systems for bulk material handling in mining and industrial applications.

(2) - Per share amounts have been adjusted for three-for-two stock splits, effective on January 21, 2005 and December 12, 2005.



 
Page 26

 







Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Consolidated Financial Statements and related notes.  References made to years are for fiscal year periods.  Dollar amounts are in thousands, except share and per-share data and as indicated.

The purpose of this discussion and analysis is to enhance the understanding and evaluation of the results of operations, financial position, cash flows, indebtedness, and other key financial information of Joy Global Inc. and its subsidiaries for fiscal 2009, 2008, and 2007.  For a more complete understanding of this discussion, please read the Notes to Consolidated Financial Statements included in this report.

Overview

We are the direct successor to businesses that have been manufacturing mining equipment for as much as 125 years. We operate in three business segments: Underground Mining Machinery, comprised of our Joy Mining Machinery business, Surface Mining Equipment, comprised of our P&H Mining Equipment business and Continental Crushing & Conveying.  Joy is a leading producer of high productivity underground mining equipment used primarily for the extraction of coal.  P&H is the world’s largest producer of high productivity electric mining shovels and a major producer of walking draglines and large rotary blasthole drills, used primarily for surface mining copper, coal, iron ore, oil sands, and other minerals. CCC is a worldwide leader in crushing and sizing equipment and conveyor systems for bulk material handling in mining and industrial applications.

In addition to selling new equipment, we provide parts, components, repairs, rebuilds, diagnostic analysis, fabrication, training, and other aftermarket services for our installed base of machines.  In the case of Surface Mining Equipment, we also provide aftermarket services for equipment manufactured by other companies, including manufacturers with which we have ongoing relationships and which we refer to as “Alliance Partners.”  We emphasize our aftermarket products and services as an integral part of lowering our customers’ cost per unit of production and are focused on continuing to grow this part of our business.

Operating Results

Net sales for fiscal 2009 totaled $3.6 billion, compared with $3.4 billion in fiscal 2008.  This $179.4 million increase in net sales was after a negative impact of $160.5 million associated with changes in foreign currency translation rates during fiscal 2009.  The increase in net sales was the result of a 13% improvement in original equipment shipments and a $64.4 million benefit from including Continental sales for the full year in fiscal 2009 compared to eight months in fiscal 2008.  Aftermarket net sales in fiscal 2009 were substantially the same level as they were in fiscal 2008.  Net sales for the underground equipment business were up 11% in fiscal 2009 compared to a year ago, while the surface mining equipment business reported a 6% decline in net sales.

Operating income totaled $702.3 million in fiscal 2009 compared to $551.2 million in fiscal 2008.  The increase in operating income was the result of increased volume, favorable 2008 pricing converting to sales, improved supply chain management, the benefits from cost control initiatives and $8.5 million of cancellation income.  These favorable items were partially offset by a $21.8 million unfavorable impact of foreign currency translation rates, $14.4 million of severance and related expenses and the effect of greater mix of original equipment sales.  The 2008 fiscal year was adversely impacted by a $22.7 million charge related to the cancellation of a maintenance and repair contract in Australia, a $13.5 million higher level of purchase accounting amortization expense associated with the Continental acquisition in February 2008 and a $5.5 million charge related to a labor contract settlement.  Net income was $454.7 million or $4.41 per diluted share in fiscal 2009 compared with $374.3 million or $3.45 per diluted share in fiscal 2008.

 
Bookings for fiscal 2009 were $2.5 billion, excluding a $605.9 million reduction in the backlog made during the third quarter to reflect the company’s change in new order booking policy compared to bookings of $4.8 billion in fiscal 2008.  Bookings decreases were seen across most commodity and geographic markets.  The decrease in bookings was made up of a $1.8 billion decline in original equipment orders, a $172.3 million reduction in aftermarket orders and included $314.1 million of cancelled orders.  The decrease in original equipment orders reflect the increased ordering level of new machines which took place in the latter part of the 2008 fiscal year as customers wanted surety of equipment supply as commodity prices had risen to exceptionally high levels and then declined significantly at the beginning of the our 2009 fiscal year.  A large portion of these fiscal 2008 orders were for equipment to be delivered in fiscal 2011 and beyond and substantially all of the fiscal 2009 order cancellations and backlog adjustment came from 2008 bookings.

 
Page 27

 
Market Outlook

Demand for mined commodities continues to be dominated by strong imports from the emerging markets, and from China and India in particular, with improving but still weak fundamentals from the industrialized countries.  For the past year, China has been the major source of increased demand for commodities as it deployed a more effective stimulus program and more constructive credit policies.  However, the China economy is primarily driven by exports to the United States, Europe and Japan, and continued growth in commodity demand from China requires the return of industrial production in the industrialized countries.

Industrial production outside of China has improved more recently as inventory de-stocking reaches completion.  However, demand growth beyond the de-stocking effect remains sluggish.  Trends in U.S. steel production can be indicative of broader industrial trends excluding China.  With steel production in the United States bottoming in April, by July, extensive de-stocking had reduced steel inventories by over half.  Since the completion of de-stocking, steel production has improved as sales out of production replace previous sales out of inventory.  Beyond the effect of completed de-stocking, end use demand in the U.S. remains soft.

Seaborne metallurgical coal and iron ore demand remains strong as China steel production continues at high levels and imports are starting to move into other steel producing regions.  Total China met coal imports were about six times higher than last year.  As a result, the seaborne met coal spot market is thin, with some producers already sold out for 2010.  China imports, plus an increase in global steel production have pushed met coal spot prices well above this year’s benchmark.  Iron ore is under similar demand pressure, with its spot prices above $100 per metric ton, off of a low in February.

The thermal coal outlook varies dramatically between the seaborne markets and the U.S. market.  China and India are major factors in the seaborne market, with China imports already double 2008.  Imports increased significantly in 2009 due to rapidly improving electricity demand and the process of restructuring small mines in the Shanxi and Heibei provinces.  Much of the increase is considered structural, with the electricity generators along the southeastern coast expected to rely increasingly on imported coal to avoid rail capacity constraints and because strong domestic prices are making imports competitive.  India’s coal imports also continue to increase, with some projections showing coal imports potentially quadrupling by 2014.

Based on this continued strong emerging market demand, seaborne thermal coal spot prices have risen recently.  Supply shortages are expected to continue, with seaborne thermal coal being contracted for 2011 and 2012 at even higher prices.

The thermal coal markets in the U.S. continue to be weak, with demand from coal-fired electricity generation down year to date.  There has been some seasonal improvement, and the most recent data shows coal-fired generation up from its low in April.  As a result, generator stockpiles were reduced in both tons and days in the most recent report.  However, stockpiles remain at historically high levels, and will delay recovery in the U.S. thermal coal market for 12 to 18 months.  On the positive side, higher natural gas forward-month prices are reducing the economic incentive to dispatch natural gas-fired plants, and 22 gigawatts of new coal-fired plants should add to thermal coal demand by 2012.

Copper demand has been increasing as China has strategically restocked, but with inventories high copper imports are expected to moderate.  However, China imports are expected to remain above their import levels of 2007 and 2008.  Based on a continued healthy demand from China and the expectation that demand from the rest of the world will turn positive later this year, the 2010 price forecast for copper has been revised up several times and is now well over $3.00, with the expectation of further supply shortages and price increases in 2011.

Seaborne traded commodity prices are strong and improving based on the strength of current demand from the emerging markets, the start of demand improvement from the industrialized countries, and the realization that mining will run out of excess capacity well before the industrial sector reaches its full capacity.  Mining companies see the need to restart expansion projects and have been announcing significant increases in their capital expenditure budgets for 2010.

 
Page 28

 
Company Outlook

We see fiscal 2009 as the cyclical floor for incoming orders based on consistency of the order rate over the past four quarters, the continuation of strong commodity demand from the emerging markets complemented by improving commodity demand from the major industrialized countries, and the limited upside in current mining capacity.  Our customers are increasing their capital expenditure budgets for fiscal 2010, and are also validating equipment specifications and confirming production slots to enable them to reactivate some of the projects they previously put on hold.  As such, we expect fiscal 2010 to be a year of improving order rates.

We expect original equipment orders to return to their typical lumpy pattern due to the timing and size of each project.   Based on commodity fundamentals and discussions with customers, we expect that copper, international coal, iron ore and oil sands to have the greatest potential for original equipment orders during fiscal 2010.  Original equipment orders for the U.S. coal market will be limited to met coal demand and otherwise to machine replacements based on the higher productivity of new technology.  Aftermarket orders in our second half of fiscal 2009 were up 6 percent from the first half, and we expect this trend of steady improvement to continue as our international customers bring production back on line during fiscal 2010.


The following represents countries included in our regional discussion within the Underground Mining Machinery Segment:

     
Name
 
Countries
Eurasia
 
Europe, Russia and India
Australasia
 
Australia
Americas
 
North and South America
China
 
China
South Africa
 
South Africa
     


 
Page 29

 





















Results of Operations

2009 Compared with 2008

Sales

The following table sets forth fiscal 2009 and fiscal 2008 net sales as derived from our Consolidated Statement of Income:

   
Fiscal
   
Fiscal
          $   %
In thousands
 
2009
   
2008
   
Change
   
Change
 
                           
Net Sales
                         
Underground Mining Machinery
  $ 1,936,457     $ 1,750,183     $ 186,274       10.6 %
Surface Mining Equipment
    1,347,736       1,432,297       (84,561 )     (5.9 %)
Crushing & Conveying
    403,815       339,421       64,394       19.0 %
Eliminations
    (89,694 )     (102,967 )     -       -  
   Total
  $ 3,598,314     $ 3,418,934     $ 179,380       5.2 %


Net sales for the underground mining equipment business increased $186.3 million, or 11%, despite a $115.5 million adverse impact on fiscal 2009 net sales due to the impact of foreign currency translation changes during the current year.  The increase in net sales was the result of a $179.5 million increase in original equipment sales combined with a $6.8 million increase in the sales of aftermarket products and service.  Original equipment sales in the Americas increased by $194.6 million primarily as a result of increased sales of room and pillar application equipment and roof supports used in long wall system applications. Original equipment sales also increased in South Africa by $111.0 million due to increased demand for equipment used in both room and pillar and longwall applications.  Original equipment sales decreased by $74.9 million in Eurasia primarily due to decreased roof support sales while original equipment sales in China decreased by $43.8 million primarily due to lower continuous miner and armored face conveyor sales.  Aftermarket sales were flat or slightly down in all markets with the exception of the United States.

The surface mining equipment business was also unfavorably impacted by foreign currency translation changes during the 2009 fiscal year, with $36.2 million out of the net sales decline being attributable to the effects of foreign currency translation.  The decrease in net sales for Surface Mining Equipment in fiscal 2009 compared to fiscal 2008 was the result of a $59.9 million decrease in original equipment sales combined with a $24.7 million decrease in aftermarket parts and service.  Original equipment sales, primarily consisting of electric mining shovel sales, decreased in China and Canada, partially offset by increased sales in the United States and Australia.  Reduced production activity by our customers translated into lower aftermarket products and service revenues with decreased sales of $63.4 million in the United States, partially offset by increased sales of $25.4 million and $22.7 million in Chile and Canada, respectively.

The increase in net sales for Crushing & Conveying in fiscal 2009 compared to fiscal 2008 was the result of a $66.6 million increase in original equipment sales, offset by a $2.2 million decrease in aftermarket products and services primarily due to the Continental Conveyor acquisition made on February 14, 2008, and therefore the 2008 fiscal year only included eight and one-half months of the Continental Conveyor net sales.  Crushing & Conveying sales were also unfavorably impacted by $9.6 million of foreign currency translation.

The eliminations 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.


 
Page 30

 



Operating Income

The following table sets forth fiscal 2009 and fiscal 2008 operating income as derived from our Consolidated Statement of Income:

   
Fiscal 2009
   
Fiscal 2008
 
   
Operating
   
%
   
Operating
   
%
 
In thousands
 
Income (loss)
   
of Net Sales
   
Income (loss)
   
of Net Sales
 
                         
Operating income (loss):
                       
Underground Mining Machinery
  $ 428,783       22.1 %   $ 348,830       19.9 %
Surface Mining Equipment
    301,712       22.4 %     227,382       15.9 %
Crushing & Conveying
    42,410       10.5 %     27,856       8.2 %
Corporate Expense
    (41,759 )     -       (34,897 )     -  
Eliminations
    (28,834 )     -       (17,967 )     -  
   Total
  $ 702,312       19.5 %   $ 551,204       16.1 %

Operating income for Underground Mining Machinery increased to $428.8 million in fiscal 2009, or 22.1% of sales, as compared to $348.8 million in fiscal 2008, or 19.9% of sales.  As was the case with net sales, operating income in fiscal 2009 was unfavorably affected by the impact of foreign currency translation rate changes.  This impact reduced operating income in 2009 compared to fiscal 2008 by $25.5 million.  Operating income increased in fiscal 2009 due to increased sales and improved price realization which contributed $72.0 million, lower material costs, spending control measures and the benefits associated with the company’s operating excellence initiatives, partially offset by the cost incurred in connection with various cost reduction actions and the effect of a higher mix of original equipment.

Operating income for Surface Mining Equipment increased to $301.7 million in fiscal 2009, or 22.4% of sales, as compared to $227.4 million in fiscal 2008, or 15.9% of sales.  The increase in operating income was primarily due to favorable price realization, reduced material costs, spending control measures and $8.5 million of cancellation income.  In addition, fiscal 2008 operating income was unfavorably impacted by a $22.7 million charge for the cancellation of a maintenance and repair contract in Australia and a $5.5 million charge for retiree benefit costs associated with the execution of the Steelworkers agreement in Milwaukee.

Operating income for Crushing & Conveying increased to $42.4 million in fiscal 2009, or 10.5% of sales, as compared to $27.9 million in fiscal 2008, or 8.2% of sales. The increase in operating income was primarily due to a decreased amortization of $13.5 million and inclusion of the conveyor business for all of fiscal 2009 as compared to eight and a half months in fiscal 2008.

Corporate expense increased by $6.9 million primarily due to increased professional service fees, recruiting and relocation fees associated with the filling of senior management positions and an increase in equity incentive based performance compensation.

 
The eliminations 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.


Product Development, Selling and Administrative Expense

Product development, selling and administrative expense for fiscal 2009 was $454.5 million, as compared to $441.5 million for fiscal 2008.  The increase in product development, selling and administrative expense was primarily due to $14.4 million of severance and other related expense associated with various cost reduction initiatives implemented during the 2009 fiscal year.  The increase in corporate expense outlined previously and general inflationary increases were offset by the favorable impact of $23.7 million on spending amounts due to foreign currency translation and the spending controls put in place.
 
 
Page 31

 
Provision for Income Taxes

Income tax expense for fiscal 2009 was $228.0 million as compared to $154.0 million in fiscal 2008.  The effective income tax rates from continuing operations were 33.4% and 29.2%, for fiscal 2009 and fiscal 2008, respectively.  The main drivers of the variance in tax rates when compared to the statutory rate of 35% were the geographic mix of earnings with the corresponding net favorable differences in foreign statutory tax rates and the utilization of tax credits and tax holidays offset by increased state income taxes and tax account corrections.

A discrete tax expense of $8.2 million was recorded in fiscal 2009 as compared to a discrete tax benefit of $10.4 million in fiscal 2008.  A review of uncertain income tax positions was performed throughout fiscal 2009 and fiscal 2008 as part of the overall income tax provision and a net benefit of $1.8 million and $3.5 million, respectively, was recorded on a global basis.


2008 Compared with 2007

Sales

The following table sets forth fiscal 2008 and fiscal 2007 net sales as derived from our Consolidated Statement of Income:

   
Fiscal
   
Fiscal
          $   %
In thousands
 
2008
   
2007
   
Change
   
Change
 
                           
Net Sales
                         
Underground Mining Machinery
  $ 1,750,183     $ 1,436,109     $ 314,074       21.9 %
Surface Mining Equipment
    1,432,297       1,126,002       306,295       27.2 %
Crushing & Conveying
    339,421       -       -       -  
Eliminations
    (102,967 )     (14,789 )     -       -  
   Total
  $ 3,418,934     $ 2,547,322     $ 871,612       34.2 %


The increase in net sales for Underground Mining Machinery in fiscal 2008 compared to fiscal 2007 was the result of a $208.5 million increase in original equipment combined with a $105.6 million increase in aftermarket products and service.  Original equipment sales in the Americas increased by $88.2 million, primarily due to growth in the Central Appalachia region across substantially all original equipment product lines.  Original equipment sales also increased in China primarily due to increased armored face conveyor and shearer sales and in Eurasia primarily due to the sale of a powered roof support system in fiscal 2008.  United States aftermarket sales increased reflecting continued investment in both existing and greenfield metallurgical and thermal projects.

The increase in net sales for Surface Mining Equipment in fiscal 2008 compared to fiscal 2007 was the result of a $142.0 million increase in original equipment combined with a $164.3 million increase in aftermarket parts and service.  Increases in original equipment sales due to timing of production schedules primarily consisted of increased shovel revenue in the Canadian oil sands, the United States, Chile and China.  As a result of the increasing installed base of electric mining shovels, aftermarket sales increased by $61.3 million in the United States, $60.0 million in Chile, and $48.0 million in Canada.

The net sales in Crushing & Conveying represented the strength of the crushing equipment and conveying systems and aftermarket parts and services in the United States, Australia and the United Kingdom.  Revenue from this segment was included from the February 14, 2008 acquisition date of N.E.S. Investment Co.

The eliminations 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.

 
Page 32

 
Operating Income

The following table sets forth fiscal 2008 and fiscal 2007 operating income as derived from our Consolidated Statement of Income:


   
Fiscal 2008
   
Fiscal 2007
 
   
Operating
   
%
   
Operating
   
%
 
In thousands
 
Income (loss)
   
of Net Sales
   
Income (loss)
   
of Net Sales
 
                         
Operating income (loss):
                       
Underground Mining Machinery
  $ 348,830       19.9 %   $ 285,860       19.9 %
Surface Mining Equipment
    227,382       15.9 %     217,825       19.3 %
Crushing & Conveying
    27,856       8.2 %     -          
Corporate Expense
    (34,897 )     -       (29,961 )        
Eliminations
    (17,967 )     -       (449 )        
   Total
  $ 551,204       16.1 %   $ 473,275       18.6 %


Operating income for Underground Mining Machinery increased to $348.8 million in fiscal 2008, or 19.9% of sales, as compared to $285.9 million in fiscal 2007, or 19.9% of sales.  The increase in operating income was principally due to the impact of higher volume of $132.0 million and lower pension expense of $12.6 million, partially offset by the impact of a greater mix of lower margin original equipment of $37.0 million, and increased performance based incentive compensation of $23.8 million.

Operating income for Surface Mining Equipment increased to $227.4 million in fiscal 2008, or 15.9% of sales, as compared to $217.8 million in fiscal 2007, or 19.3% of sales.  The increase in operating income was principally due to increased sales volume of $88.2 million offset by the settlement of a maintenance and repair contract in Australia of $23.0 million, increased performance based incentive compensation of $16.3 million, the retiree benefit cost associated upon the execution of the Steelworkers agreement in Milwaukee of $5.4 million and increased selling, general and administrative expenses to support the global mining infrastructure.

Operating income for Crushing & Conveying included $19.6 million of purchase accounting charges in fiscal 2008.

Corporate expense increased by $4.3 million due to increased performance-based compensation, legal fees and severance costs.

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


Product Development, Selling and Administrative Expense

Product development, selling and administrative expense for fiscal 2008 was $441.5 million as compared to $358.5 million for fiscal 2007.  The increase in product development, selling and administrative expense was primarily due to $27.4 of additional expenses related to the Continental acquisition, $16.9 million of higher selling expenses related to increased business activity and $28.3 million increase in administrative costs due to increased incentive based compensation of $17.2 million and global infrastructure development.


 
Page 33

 


Provision for Income Taxes

Income tax expense for fiscal 2008 was $154.0 million as compared to $169.3 million in fiscal 2007.  The effective income tax rates from continuing operations were 29.2% and 37.7%, for fiscal 2008 and fiscal 2007, respectively.  The main drivers of the variance in tax rates and income tax expense were higher utilization of U.S. foreign tax credits and the associated Subpart F earnings, tax holidays and incentives in fiscal 2008, U.S. State income taxes, mix of earnings year over year and differences in local statutory tax rates.

A discrete tax benefit of $10.4 million was recorded in fiscal 2008 to reflect U.S. foreign tax credit recognition offset partially by U.S. Subpart F income not previously recognized, completion of an R&D study to validate the available credits and by the tax required on a dividend between foreign subsidiaries.   Fiscal 2007 also included a discrete tax expense of $18.0 million which included taxes on dividends received from foreign subsidiaries during the fourth quarter not previously forecasted, the resolution of an R&D study which resulted in the reversing of pre-bankruptcy R&D credits, and a reserve added following the quarterly evaluation of a previously disclosed contingent tax liability in South Africa.

A review of uncertain income tax positions was performed throughout fiscal 2008 and 2007 as part of the overall income tax provision and a net benefit of $3.5 million and $1.3 million, respectively, was recorded on a global basis.


Reorganization Items

Reorganization items include income, expenses, and losses that were realized or incurred by the Predecessor Company as a result of its decision to reorganize under Chapter 11 of the Bankruptcy Code.

Net reorganization items for fiscal 2009, 2008 and 2007 consisted of the following:

   
Fiscal
   
Fiscal
   
Fiscal
 
In thousands
 
2009
   
2008
   
2007
 
                   
Beloit U.K. claim settlement
  $ -     $ (2,055 )   $ -  
Beloit U.K. receivership settlement
    5,665       -       -  
Resolution of contingent payable
    -       -       1,473  
Professional fees directly related to the reorganization
    (605 )     (364 )     (745 )
     Net reorganization income (expense)
  $ 5,060     $ (2,419 )   $ 728  


Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these 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 continually evaluate 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 the accounting policies described below are the policies that most frequently require us to make estimates and judgments, and therefore are critical to the understanding of our results of operations.


 
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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.  Approximately 83% of our sales in fiscal 2009 were recorded at the time of shipment of the product or delivery of the service.  The remaining 17% of sales was recorded using percentage of completion accounting, a practice we follow in recognizing revenue on the sale of long lead-time equipment such as electric mining shovels, walking draglines, powered roof support systems and conveyor systems.

We have life cycle management contracts with customers to supply parts and service for terms of 1 to 13 years.  These contracts are established based on the conditions the equipment will be operating in, the time horizon that the program will cover, and the expected operating cycle that will be required for the equipment. Based on this information, a model is created representing the projected costs and revenues of servicing the respective machines over the specified contract terms.  Accounting for these contracts requires us to make various estimates, including estimates of the relevant machine’s long-term maintenance requirements.  Under these contracts, customers are generally billed monthly based on hours of operation or units of production 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 ASC No. 605-25 Multiple-Element Arrangements.  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.


Inventories

Inventories are carried at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method for all inventories.  We evaluate the need to record valuation adjustments for inventory on a regular basis.  Our policy is to evaluate all inventories including raw material, work-in-process, finished goods, and spare parts.  Inventory in excess of our estimated usage requirements is written down to its estimated net realizable value.  Inherent in the estimates of net realizable value are estimates related to our future manufacturing schedules, customer demand, possible alternative uses, and ultimate realization of potentially excess inventory.


 
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Goodwill and Other Intangible Assets

Intangible assets include drawings, patents, trademarks, technology, customer relationships and other specifically identifiable assets.  Indefinite-lived intangible assets are not being amortized.  Indefinite lived intangible assets are evaluated for impairment annually or more frequently if events or changes occur that suggest impairment in carrying value, such as a significant adverse change in the business climate.  As part of the impairment analysis, we use the discounted cash flow model based on royalties estimated to be derived in the future use of the asset were we to license the use of the trademark or tradename.  No impairment was identified as part of our fourth quarter impairment testing of our indefinite lived intangible assets.  Finite-lived intangible assets are amortized to reflect the pattern of economic benefits consumed, which is principally the straight-line method.  Intangible assets that are subject to amortization are evaluated for impairment if events or changes occur that suggest impairment in carrying value.  No impairment was identified related to our finite-lived intangible assets.

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination.  Goodwill is assigned to specific reporting units, which we have identified as our operating segments, and tested for impairment at least annually, during the fourth quarter of our fiscal year, or more frequently upon the occurrence of an event or when circumstances indicate that a reporting unit’s carrying amount is greater than its fair value.  Goodwill is tested for impairment using the two-step approach, in accordance with Accounting Standards Codification (“ASC”) No. 350, Intangibles – Goodwill and Other.  The determination of an impairment requires the valuation of the respective reporting unit, which we estimate using the discounted cash flow model and market approach.

The discounted cash flow model involves many assumptions, including operating results forecasts and discount rates.  Inherent in the operating results forecasts are certain assumptions regarding revenue growth rates, projected cost saving initiatives and projected long-term growth rates in the determination of terminal values.  We performed our goodwill impairment testing in the fourth quarter of fiscal 2009 and no impairment was identified.  A one percentage point increase in the discount rate used to determine the fair value of the reporting units would not cause the carrying value of the respective reporting unit to exceed its fair value.

Accrued Warranties

We record accruals for potential warranty claims based on prior claim experience.  Warranty costs are accrued at the time revenue is recognized.  These warranty costs are based upon management’s assessment of past claims and current experience.  However, actual claims could be higher or lower than amounts estimated, as the amount and value of warranty claims are subject to variation as a result of many factors that cannot be predicted with certainty.

Pension and Postretirement Benefits and Costs
 
Pension and other postretirement benefit costs and liabilities are dependent on assumptions used in calculating such amounts. The primary assumptions include factors such as discount rates, expected return on plan assets, mortality rates and rate of compensation increases, discussed below:
 
Discount rates: We generally estimate the discount rate for pension and other postretirement benefit obligations using a process based on a hypothetical investment in a portfolio of high-quality bonds that approximate the estimated cash flows of the pension and other postretirement benefit obligations.  We believe this approach permits a matching of future cash outflows related to benefit payments with future cash inflows associated with bond coupons and maturities.

Expected return on plan assets: Our expected return on plan assets is derived from reviews of asset allocation strategies and anticipated future long-term performance of individual asset classes. Our analysis gives appropriate consideration to recent plan performance and historical returns; however, the assumptions are primarily based on long-term, prospective rates of return.

Mortality rates: Mortality rates are based on the RP-2000 mortality table.

 
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Rate of compensation increase: The rate of compensation increases reflects our long-term actual experience and its outlook, including consideration of expected rates of inflation.
 
In accordance with accounting principles generally accepted in the United States of America, actual results that differ from the assumptions are accumulated and amortized over future periods, and therefore, generally affect recognized expense and the recorded obligation in future periods. While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect our pension and other postretirement plan obligations and future expense.

Future changes affecting the above assumptions will change the related pension benefit or expense.  As such, a 0.25% change in the discount rate and rate of return on net assets would have the following effects on projected benefit obligation and pension expense, respectively, as of and for the fiscal year ended October 30, 2009:

   
0.25% Increase
   
0.25% Decrease
 
         
Expected
         
Expected
 
   
Discount
   
long-term
   
Discount
   
long-term
 
In thousands
 
Rate
   
rate of return
   
Rate
   
rate of return
 
                         
U.S Pension Plans:
                       
Net pension expense
  $ ( 159 )   $ (1,640 )   $ 128     $ 1,640  
Projected benefit obligation
    (28,858 )             29,710          
                                 
Non U.S. Pension Plans:
                               
Net pension expense
    (349 )     (1,072 )     506       1,072  
Projected benefit obligation
    (19,043 )             19,725          
                                 
Other Postretirement Benefit Plans:
                               
Net pension expense
    (35 )     (5 )     33       5  
Projected benefit obligation
    (523 )             533          


Income Taxes

Deferred taxes are accounted for under the asset and liability method whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using statutory tax rates.  Deferred income tax provisions are based on changes in the deferred tax assets and liabilities from period to period, adjusted for certain reclassifications under fresh start accounting.  Additionally, we analyze our ability to recognize the net deferred tax assets created in each jurisdiction in which we operate to determine if valuation allowances are necessary based on the “more likely than not” criteria.

As required under the application of fresh start accounting, the release of pre-emergence tax valuation reserves was not recorded in the income statement but instead was treated first as a reduction of excess reorganization value until exhausted, then intangibles until exhausted, and thereafter reported as additional paid in capital.  Consequently, a net tax charge will be incurred in future years when these tax assets are utilized.  We will continue to monitor the appropriateness of the existing valuation allowances and determine annually the amount of valuation allowances that are required to be maintained.  As of October 30, 2009, there were $68.0 million of valuation allowances against pre-emergence net operating loss carryforwards.  All future reversals of pre-emergence valuation allowances will be recorded to additional paid in capital.

We estimate the effective tax rate expected to be applicable for the full fiscal year on an interim basis.  The estimated effective tax rate contemplates the expected jurisdiction where income is earned (e.g., United States compared to non-United States) as well as tax planning strategies.  If the actual results are different from these estimates, adjustments to the effective tax rate may be required in the period such determination is made.  Additionally, discrete items are treated separately from the effective rate analysis and are recorded separately as an income tax provision or benefit at the time they are recognized.


 
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Liquidity and Capital Resources

  The following table summarizes the major elements of our working capital as of October 30, 2009 and October 31, 2008, respectively:

   
October 30,
   
October 31,
 
In millions
 
2009
   
2008
 
Accounts receivable
  $ 580.6     $ 632.2  
Inventories
    769.8       805.2  
Other current assets
    127.9       99.2  
Short-term notes payable, including current
               
  portion of long-term obligations
    (19.8 )     (26.5 )
Accounts payable
    (206.8 )     (291.8 )
Employee compensation and benefits
    (116.2 )     (110.0 )
Advance payments and progress billings
    (321.6 )     (491.7 )
Accrued warranties
    (58.9 )     (46.6 )
Other accrued liabilities
    (203.5 )     (173.8 )
Working capital excluding cash and cash equivalents
    551.5       396.2  
                 
Cash and cash equivalents
    471.7       201.6  
                 
Working Capital
  $ 1,023.2     $ 597.8  


We currently use working capital and cash flow production as two financial measurements to evaluate the performance of our operations and our ability to meet our financial obligations.  We require working capital investment to maintain our position as a leading manufacturer and servicer of high productivity mining equipment with the primary drivers of these requirements being production and replacement parts inventories.  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.

Cash provided by operations for fiscal 2009 was $452.0 million as compared to $577.3 million provided by operations for fiscal 2008.  Cash used from decreases in customer advance payments and accounts payable were partially offset by cash generated by reductions in accounts receivable and inventories.  The decrease in advance payments was due to original equipment shipments in excess of bookings, and the decrease in accounts payable resulted from lower material receipts.  Accounts receivable and inventories were down as working capital management processes continue to be improved.

Cash used by investment activities for fiscal 2009 was $104.0 million as compared to $328.7 million used by investment activities for fiscal 2008.  Cash used by investment activities for fiscal 2009 was driven by $94.1 million of capital expenditures, mainly consisting of upgrading our facilities and machine tools.  During fiscal 2009, 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.

Cash used by investment activities in fiscal 2008 was primarily due to the $252.1 million acquisition of Continental. Capital expenditures were $84.2 million and primarily related to the upgrade of existing facilities, machines tools related to the Tianjin facility, further SAP implementations, and other projects.


 
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Continental Acquisition

      On February 14, 2008 we completed the acquisition of N.E.S. Investment Co. (“Parent”) 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 strengthened our ability to provide a more complete mining solution to our customers.  We purchased all of the outstanding shares of the Parent for an aggregate amount of $252.1 million, which was net of approximately $5.9 million of indebtedness we 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 new $175.0 million term loan supplement to our existing Credit Agreement (“Second Amendment”), as discussed below.

Cash used by financing activities for fiscal 2009 was $107.6 million as compared to $180.6 million used by financing activities for fiscal 2008.  Cash used by financing activities for fiscal 2009 mainly consisted of the payment of dividends.  The cash used by financing activities for fiscal 2008 primarily consisted of the repurchase of outstanding stock of $307.7 million and the payment of dividends, offset by the increase of $160.9 million outstanding on our term loan supplement under the revolving credit facility.

We expect fiscal 2010 capital spending to be between $90 to $100 million.  Capital projects will be monitored to ensure alignment with customer needs and prevailing economic conditions.

 In addition to capital expenditures for the repair, replacement, and upgrading of existing facilities, we have debt service requirements, including quarterly principal payments on our term loan, commitment and letter of credit fees under our revolving credit facility and biannual interest payments due to holders of our Senior Notes issued in November 2006.  We also have a net unfunded pension and other post-retirement liability which we expect to contribute $70 to $100 million in fiscal 2010.  In order to address these liquidity needs we have:

 
$471.7 million of cash and cash equivalents at October 30, 2009, of which $305.2 million is held outside of   the United States
∙      $243.9 million available under our unsecured revolving credit facility
 
$1.5 billion of backlog at October 30, 2009, of which 85% - 90% is expected to be recognized as revenue in fiscal 2010
∙      Investment grade credit ratings by both Moody’s and Standard and Poor’s

 We believe that cash generated from operations, together with borrowings available under our credit facility, provide us with adequate liquidity to meet our operating requirements, including pension contributions, debt service requirements and planned capital expenditures.  The long-term fundamentals of the commodity cycle remain positive, however, near-term softness will require continuous reevaluation of new projects to ensure that we are effectively allocating resources in line with current market conditions.

Credit Facilities

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”) Rate (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 leverage and interest coverage.  The Credit Agreement also restricts payments of dividends or other return of capital based on the consolidated leverage ratio.  At October 30, 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 October 30, 2009, there were no 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 $156.1 million.  At October 30, 2009, there was $243.9 million available for borrowings under the Credit Agreement.
The Continental acquisition was funded in part through a new $175.0 million term loan supplement to our existing Credit Agreement (the “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 October 30, 2009, $144.4 million is outstanding on the term loan.  Outstanding borrowings bear interest equal to the LIBOR rate which has a weighted average interest rate of 0.91%.  As part of the Second Amendment, we have the option to request an increase to the term loan outstanding not to exceed $75.0 million.  No changes were made to existing financial covenants.

 
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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 (“Notes”) with interest on the Notes being paid semi-annually in arrears on May 15 and November 15 of each year, starting on May 15, 2007.  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 (“Securities Act”), as amended.  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.

Credit Rating

Our credit rating by both Standard and Poor’s and Moody’s has remained consistent in fiscal 2009.  Standard and Poor’s credit rating is BBB- with an outlook of Stable.  Moody’s credit rating is Baa3 with a continued outlook of Stable.  These investment grade credit ratings provide us with greater flexibility to access financing on the open market as our business circumstances justify.

Advance Payments and Progress Billings

As part of the negotiation process associated with original equipment orders, there are generally advance payments obtained from our customers to support the procurement of inventory and other resources.  As of October 30, 2009, advance payments and progress billings were $321.6 million.  As orders are shipped or costs incurred, the advanced payments and progress billings are reclassified to revenue on the consolidated income statement.

Retiree Benefits

We sponsor pension plans in both the U.S. and other countries.  The significance of the funding requirements of these plans are largely dependent on the actual value of the plan assets, the investment returns on the plan assets, actuarial assumptions, including discount rates and most importantly, the impact of the Pension Protection Act of 2006 (“PPA”).  During fiscal 2009, we contributed $26.8 million to our worldwide pension plans compared to $58.7 million during fiscal 2008. We expect to make contributions of between $70 to $100 million to our U.S. plans and Non-U.S. plans in fiscal 2010.

Stock Repurchase Program

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 fiscal 2009 and 2008, we have repurchased approximately $13.7 million of common stock representing 608,720 shares and $307.7 million of common stock representing 6,040,727 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.
.

 
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Off-Balance Sheet Arrangements

We lease various assets under operating leases.  The aggregate payments under operating leases as of October 30, 2009 are disclosed in the table of Disclosures about Contractual Obligations and Commercial Commitments below.  No significant changes to lease commitments have occurred during fiscal 2009.  We have no other off-balance sheet arrangements.

Disclosures about Contractual Obligations and Commercial Commitments

The following table sets forth our contractual obligations and commercial commitments as of October 30, 2009:

         
Less Than
      1 - 3       3 - 5    
More than
 
In thousands
 
Total
   
1 Year
   
Years
   
Years
   
5 Years
 
Long Term Debt
  $ 930,666     $ 42,444     $ 177,253     $ 49,875     $ 661,094  
                                         
Capital Lease Obligations
    1,801       950       788       63       -  
                                         
Purchase Obligations
    11,392       6,303       5,077       12       -  
                                         
Operating Leases
    58,585       18,083       22,208       9,260       9,034  
                                         
    $ 1,002,444     $ 67,780     $ 205,326     $ 59,210     $ 670,128  


New Accounting Pronouncements

Our new accounting pronouncements are set forth under Item 15 of this annual report and are incorporated herein by reference.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Volatility in interest rates, commodity price risk, and foreign exchange rates can impact our earnings, equity, and cash flow.  From time to time we undertake transactions to hedge this impact.  Under generally accepted accounting principles, a hedge instrument is considered effective if it offsets partially or completely the impact on earnings, equity, and cash flow due to fluctuations in interest, commodity, and foreign exchange rates.  In accordance with our policy, we do not execute derivatives that are speculative or that increase our risk from interest rate, commodity price, or foreign exchange rate fluctuations.

Interest Rate Risk

We are exposed to market risk from changes in interest rates on long-term debt obligations.  The interest rate environment causes volatility in our variable rate borrowings and affects the value of our fixed rate debt.  We manage this risk through the use of a combination of fixed and variable rate debt (See Note 4 – Borrowings and Credit Facilities).  At October 30, 2009 we were not party to any interest rate derivative contracts.

Commodity Price Risk

We purchase certain raw materials, including steel and copper, which are subject to price volatility caused by systematic risks.  Although future movements in raw material prices are unpredictable, we manage this risk through periodic purchases of raw materials and passing on some or all of the price increases to our customers.  At October 30, 2009, we were not a party to any commodity forward contracts.


 
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Foreign Currency Risk

Most of our foreign subsidiaries use local currencies as their functional currency.  For consolidation purposes, assets and liabilities are translated at month-end exchange rates.  Items of income and expense are translated at average exchange rates.  Translation gains and losses are not included in determining net income (loss) but are accumulated as a separate component of shareholders’ equity.  Gains (losses) arising from foreign currency transactions are included in determining net income (loss).  During fiscal 2009, we realized a gain of $.4 million arising from foreign currency transactions.  Foreign exchange derivatives at October 30, 2009 were in the form of forward exchange contracts executed over the counter.  There is a concentration of these contracts held with Bank of America, N.A. which maintains an investment grade rating.

We have a risk-averse Foreign Exchange Risk Management Policy under which significant exposures that impact earnings and cash flows are fully hedged.  Exposures that impact only equity or do not have a cash flow impact are generally not hedged with derivatives.  We hedge two categories of foreign exchange exposures: assets and liabilities denominated in a foreign currency, which include future committed receipts or payments denominated in a foreign currency and certain U.S. functional currency entity balance sheet accounts denominated in local currencies.  These exposures normally arise from imports and exports of goods and from intercompany trade and lending activity.

The fair value of our forward exchange contracts at October 30, 2009 is analyzed in the following table of dollar equivalent terms:

   
Fair Value
 
In thousands
 
Buy
   
Sell
 
             
Australian Dollar
  $ 1,391     $ 16  
Brazilian Real
    (32 )     91  
British Pound Sterling
    (2,830 )     186  
Canadian Dollar
    (222 )     -  
Chilean Peso
    684       (5,082 )
Chinese Yuan
    (366 )     -  
Euro
    (46 )     160  
Hungarian Forint
    (25 )     4  
Indian Rupee
    81       (7 )
Polish Zloty
    (87 )     8  
Russian Ruble
    -       (335 )
South African Rand
    649       20  
U.S. Dollar
    (715 )     1,541  
                 
Total
  $ (1,518 )   $ (3,398 )

The following tables present our forward exchange contract balances with an aggregate notional amount greater than $5.0 million.
 
 
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Expected Maturity or Transaction Date (000,s)
 
                                           
$US Functional Currency:
                                         
Forward Exchange
 
10/30/2009
   
1/30/2010
   
5/1/2010
   
7/31/2010
   
There-
         
Fair
 
Agreements
 
1/29/2010
   
4/30/2010
   
7/30/2010
   
10/29/2010
   
after
   
Total
   
Value