As filed with the Securities and Exchange Commission on
October 6, 2011
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
JOY GLOBAL INC.*
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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39-1566457
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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100 East Wisconsin Ave, Suite 2780
Milwaukee, Wisconsin 53202
(414) 319-8500
(Address, including zip code, and telephone number,
including area code, of registrants principal executive
offices)
SEAN D. MAJOR
Executive Vice President, General Counsel and Secretary
Joy Global Inc.
100 East Wisconsin Ave, Suite 2780
Milwaukee, Wisconsin 53202
(414) 319-8500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
W. ANDREW JACK
Covington & Burling LLP
1201 Pennsylvania Avenue, NW
Washington, D.C. 20004
(202) 662-6000
Approximate Date of Commencement of Proposed Sale to the
Public:
From time to time after the effective date of this
registration statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box.
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box.
þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering.
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If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.
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If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box.
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If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box.
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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do
not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION
OF REGISTRATION FEE
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Proposed
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Proposed
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Maximum
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Maximum
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Aggregate
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Amount of
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Amount to Be
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Offering Price
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Offering
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Registration
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Title of Each Class of
Securities to be Registered
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Registered
(1)
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Per
Unit
(1)
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Price
(1)
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Fee
(1)
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Debt Securities
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Common Stock, par value $1.00 per share, and associated
Preferred Stock Purchase
Rights
(2)
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Preferred Stock, par value $1.00 per share
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Warrants to Purchase Common Stock or Debt Securities
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Stock Purchase Contracts
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Stock Purchase Units
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Guarantees of Debt
Securities
(3)
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(1)
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An indeterminate number and aggregate initial offering price of
securities of each identified class are being registered as may
from time to time be offered at indeterminate prices. Separate
consideration may or may not be received for securities that are
issuable upon conversion of, or in exchange for, or upon
exercise of, convertible or exchangeable securities. The
registrant is deferring payment of all of the registration fee
and omitting information from the Calculation of Registration
Fee table in accordance with Rules 456(b) and 457(r) under
the Securities Act.
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(2)
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Each share of Common Stock registered hereunder includes an
associated Preferred Stock Purchase Right. Under the
registrants Rights Agreement dated July 16, 2002,
each Preferred Stock Purchase Right confers the right to
purchase one one-hundredth of a share of the registrants
Series A Junior Participating Preferred Stock, par value
$1.00 per share, upon the occurrence of certain prescribed
events, none of which has occurred. The Preferred Stock Purchase
Rights trade and may be transferred only with our Common Stock
and the value attributable to the Preferred Stock Purchase
Rights, if any, is reflected in the market price of the
registrants Common Stock. No separate consideration is
payable for, and no additional registration fee is payable with
respect to, the Preferred Stock Purchase Rights.
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(3)
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In accordance with Rule 457(n), no separate fee is payable
with respect to guarantees of the debt securities being
registered.
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*ADDITIONAL
SUBSIDIARY GUARANTOR REGISTRANTS
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State of Incorporation or
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I.R.S. Employer
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Exact Name of Additional
Registrants*
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Organization
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Identification Number
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Joy Technologies Inc.
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Delaware
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13-3389174
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P&H Mining Equipment Inc.
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Delaware
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39-0334430
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N.E.S. Investment Co.
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Delaware
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34-1603090
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Continental Crushing & Conveying Inc.
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Delaware
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34-1603197
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LeTourneau Technologies, Inc.
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Texas
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76-0420123
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The address and agent for service of the additional registrants
is as set forth above for Joy Global Inc.
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PROSPECTUS
Joy Global Inc.
Debt Securities
Common Stock
Preferred Stock
Warrants
Stock Purchase Contracts
Stock Purchase Units
Guarantees of Debt Securities of Joy Global Inc. by
Joy Technologies Inc.
P&H Mining Equipment Inc.
N.E.S. Investment Co.
Continental Crushing & Conveying Inc.
LeTourneau Technologies, Inc.
This prospectus relates to any combination of debt securities,
common stock, preferred stock, warrants, stock purchase
contracts and stock purchase units that we may offer from time
to time. Any debt securities we offer pursuant to this
prospectus may be guaranteed by one or more of our subsidiaries.
The securities may be offered in one or more series and in an
amount or number, at prices and on other terms and conditions to
be determined at the time of sale and described in a supplement
to this prospectus. Any prospectus supplement may also add to,
update or change information contained in this prospectus. This
prospectus may not be used to sell securities unless accompanied
by a prospectus supplement. You should read this prospectus and
the accompanying prospectus supplement carefully before you
invest.
These securities may be offered and sold on an immediate,
continuous or delayed basis, in the same offering or separate
offerings, to or through underwriters, dealers and agents or
directly to purchasers. The specific manner in which any
particular securities may be offered and sold will be described
in the applicable prospectus supplement. See Plan of
Distribution.
Our common stock is listed on the Nasdaq Global Select Market
under the symbol JOYG.
Investing in our securities involves risks. See Risk
Factors on page 3 of this prospectus. We may include
additional risk factors in an applicable prospectus supplement
under the heading Risk Factors.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is October 6, 2011.
TABLE OF
CONTENTS
This prospectus is a part of a registration statement we
filed with the Securities and Exchange Commission. We have not
authorized anyone to provide you with any information other than
that contained or incorporated by reference in this prospectus,
in any prospectus supplement or in any free writing prospectus
prepared by or on behalf of us or to which we have referred you.
We take no responsibility for, and can provide no assurance as
to the reliability of, any other information that others may
give you. We are not offering to sell these securities in any
jurisdiction where the offer or sale of these securities is not
permitted. You should assume that the information contained or
incorporated by reference in this prospectus, any prospectus
supplement or any other offering material is accurate only as of
the date on the front of those documents, regardless of the time
of delivery of the documents or any sale of the securities.
i
ABOUT
THIS PROSPECTUS
This prospectus is a part of a registration statement that we
filed with the Securities and Exchange Commission (the
SEC) utilizing an automatic shelf registration
process. Under this shelf process, we may sell any combination
of the securities described in this prospectus in one or more
offerings. This prospectus provides you with a general
description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will
contain specific information about the terms of that particular
offering, including the amount or number and other terms and
conditions of the securities offered, the price at which the
securities are offered, and the plan of distribution for the
securities. The prospectus supplement may also add, update or
change information contained in this prospectus. Therefore, for
a complete understanding of our business, the offering and the
offered securities, you should read both this prospectus and any
prospectus supplement together with additional information
described under the heading Where You Can Find More
Information.
In this prospectus, unless the context indicates otherwise, the
words Joy Global, the company,
we, our, ours and
us refer to Joy Global Inc. and its consolidated
subsidiaries.
NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the
documents incorporated by reference into this prospectus or any
prospectus supplement contain forward-looking statements,
including estimates, projections, statements relating to our
business plans, objectives, pending acquisitions and
dispositions, expected operating results and other
non-historical information, and the assumptions upon which those
statements are based. These statements constitute
forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended (the
Securities Act), and Section 21E of the
Securities Exchange Act of 1934, as amended (the Exchange
Act). These statements are identified by forward-looking
terms such as anticipate, believe,
could, estimate, expect,
forecast, indicate, intend,
may be, objective, plan,
potential, predict, should,
will be and similar expressions. Forward-looking
statements are based on current expectations and assumptions and
are subject to risks and uncertainties that may cause actual
results to differ materially from any forward-looking statement.
Important factors that could cause our actual results to differ
materially from the results anticipated by the forward-looking
statements include:
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general economic conditions;
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changes affecting our industry, including demand for coal,
copper and iron ore and other commodities, cyclical demand for
equipment we manufacture and competitive pressures;
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risks associated with international operations, including
country specific or regional economic conditions and
fluctuations in currency exchange rates;
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our ability to develop products to meet the needs of our
customers and the mining industry generally;
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changes affecting our customers, including access to capital and
regulations pertaining to mine safety, the environment or
greenhouse gas emissions;
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changes in laws and regulations or their interpretation and
enforcement, including with respect to environmental matters;
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changes in tax rates;
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availability and cost of raw materials and manufactured
components from third party suppliers;
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our ability to protect our intellectual property;
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our ability to hire and retain qualified employees and to avoid
labor disputes and work stoppages;
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our ability to generate cash from operations, obtain external
funding on favorable terms and manage liquidity needs;
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changes in interest rates;
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changes in accounting standards or practices; and
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our ability to complete planned acquisitions and divestitures
and integrate businesses that we acquire.
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In addition to the foregoing factors, forward-looking statements
appearing in this prospectus and the accompanying prospectus
supplement are qualified with respect to the risks discussed in
Item 1A, Risk Factors, of our Annual Report on
Form 10-K
for our fiscal year ended October 29, 2010, and in other
filings that we make from time to time with the SEC. Any or all
of these factors could cause our results of operations,
financial condition or liquidity for future periods to differ
materially from those expressed in or implied by any
forward-looking statement. Furthermore, there may be other
factors that could cause our actual results to differ materially
from the results referred to in the forward-looking statements.
We undertake no obligation to update or revise any
forward-looking statements to reflect events or circumstances
after the date on which such statements are made or to reflect
the occurrence of unanticipated events, except as required by
law.
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JOY
GLOBAL INC.
We are a worldwide leader in high-productivity mining solutions.
We manufacture and market original equipment and aftermarket
parts and services for both underground and surface mining and
certain industrial applications through two business segments:
Underground Mining Machinery (Joy Mining Machinery, or
Joy) and Surface Mining Equipment (P&H Mining
Equipment, or P&H). Our equipment is used in
major mining regions throughout the world to mine coal, copper,
iron ore, oil sands and other minerals.
Underground
Mining Machinery
Joy produces 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; roof bolters;
crushing equipment; and conveyor systems. 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 10 outside the United States, all of which are company owned
and operated and are strategically located in major underground
mining regions.
Surface
Mining Equipment
P&H produces electric mining shovels, rotary blasthole
drills, walking draglines and large wheel loaders 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 provides 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.
We are a Delaware corporation. Our headquarters are located at
100 East Wisconsin Ave, Suite 2780, Milwaukee, Wisconsin
53202, and our telephone number at that address is
(414) 319-8500.
We maintain a website at
www.joyglobal.com
, where general
information about us is available. The contents of our website
are not incorporated by reference into this prospectus.
RISK
FACTORS
Investing in our securities involves risk. You should carefully
consider the specific risks discussed under Item 1A.
Risk Factors beginning on page 12 of our Annual
Report on
Form 10-K
for the fiscal year ended October 29, 2010, previously
filed with the SEC and incorporated by reference into this
prospectus, and the sections entitled Item 1A. Risk
Factors included in any subsequent Annual or Quarterly
Report that may be incorporated by reference into this
prospectus. Before making a decision to invest in our
securities, you should carefully consider these risks as well as
the other information contained or incorporated by reference in
this prospectus or in any prospectus supplement. The value of
our securities could decline due to any of these risks, and you
could lose all or part of your investment.
USE OF
PROCEEDS
Except as may otherwise be described in the applicable
prospectus supplement or other offering material, we expect to
use the net proceeds from the sale of the securities under this
prospectus for general corporate purposes, which may include,
among other things, capital expenditures, repaying indebtedness,
acquisitions and additions to working capital. Additional
information on the use of net proceeds from any sale
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of the securities offered by this prospectus may be set forth in
the prospectus supplement relating to such offering.
RATIO OF
EARNINGS TO FIXED CHARGES
Set forth below is our ratio of earnings to fixed charges for
the nine months ended July 29, 2011, and for each year in
the five-year period ended October 29, 2010.
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Nine Months Ended
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Year Ended
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July 29,
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October 29,
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October 30,
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October 31,
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October 26,
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October 28,
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2011
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2010
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2009
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2008
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2007
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2006
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Ratio of Earnings to Fixed Charges
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19.8
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18.5
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18.0
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13.6
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12.9
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41.0
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For purposes of calculating the ratio of earnings to fixed
charges, earnings consist of income from continuing operations
before income taxes, income or loss from discontinued operations
and extraordinary gains or losses, plus fixed charges. Fixed
charges consist of interest expensed and capitalized, including
amortization of debt issuance costs, and the interest component
of rental expense.
Neither Joy Global nor any of its consolidated subsidiaries had
any outstanding shares of preferred stock for the periods shown
above. Accordingly, the ratio of combined fixed charges and
preference dividends to earnings is identical to the ratio of
earnings to fixed charges for the periods shown above.
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DESCRIPTION
OF DEBT SECURITIES
The following is a general description of the debt securities
that we may from time to time offer under the registration
statement, of which this prospectus forms a part. The particular
terms of any debt securities we offer and the extent, if any, to
which these general provisions apply will be described in the
prospectus supplement relating to the debt securities.
As used in this prospectus, debt securities means the
debentures, notes, bonds and other evidences of indebtedness
that we may issue from time to time. Debt securities may also be
issued as convertible debt securities or exchangeable debt
securities. The debt securities either will be senior debt
securities or subordinated debt securities. Senior debt
securities will be issued under an Indenture, dated as of
November 10, 2006, between Joy Global Inc. and Wells Fargo
Bank, National Association, as trustee, as may be supplemented
from time to time (the Senior Indenture).
Subordinated debt securities will be issued under a subordinated
debt indenture (the subordinated indenture) that we
will enter into at the time of such an offering. This prospectus
sometimes refers to the Senior Indenture and the subordinated
indenture collectively as the Indentures.
The Senior Indenture and form of subordinated indenture are
filed as exhibits to the registration statement of which this
prospectus forms a part. The statements and descriptions in this
prospectus or in any prospectus supplement regarding provisions
of the Senior Indenture and subordinated indenture and the
respective debt securities issuable thereunder are summaries
thereof, do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, the provisions
of the Senior Indenture, subordinated indenture and the
corresponding debt securities, respectively, including the
definitions therein of certain terms.
General
The debt securities will be our direct obligations. Except
as otherwise described in a prospectus supplement, any senior
debt securities will rank equally and ratably in right of
payment with all of our other existing and future senior
unsecured and unsubordinated debt. Any subordinated debt
securities will be junior in right of payment to all of our
present and future senior indebtedness to the extent and in the
manner described in the accompanying prospectus supplement.
The relevant prospectus supplement for a series of debt
securities that we issue will describe the material terms of the
debt securities being offered with respect to each series,
including:
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the title of the debt securities and whether they are
subordinated debt securities or senior debt securities;
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any limit on the aggregate principal amount of the debt
securities;
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the price or prices at which we will sell the debt securities;
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the maturity date or dates of the debt securities;
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the rate or rates, if any, which may be fixed or variable, at
which the debt securities shall bear interest, or the method of
determining such rate or rates;
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the date or dates from which any interest will accrue or the
method by which such date or dates will be determined;
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the dates on which we will pay interest on the debt securities
and the record date for determining who is entitled to the
interest payable on any interest payment date;
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the place or places where the principal and interest on the debt
securities shall be payable;
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the right, if any, to extend the interest payment periods and
the duration of any such deferral period, including the maximum
consecutive period during which interest payment periods may be
extended;
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the price or prices at which, the period or periods within which
and the terms and conditions upon which the debt securities may
be redeemed, in whole or in part, at our option, pursuant to any
sinking fund or otherwise;
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if other than the principal amount thereof, the portion of the
principal amount of the debt securities which shall be payable
upon declaration of acceleration of the maturity or provable in
bankruptcy;
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our obligation, if any, to redeem, purchase or repay the debt
securities pursuant to any sinking fund or analogous provisions
or at the option of a holder thereof and the price or prices in
the currency or currency unit in which the debt securities are
payable, at which and the period or periods within which and the
terms and conditions upon which the debt securities shall be
redeemed, purchased or repaid, in whole or in part, pursuant to
such obligation;
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if other than denominations of $1,000 and any integral multiple
thereof, the denominations, which may be in dollars or any
foreign currency, in which the debt securities shall be issuable;
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the form of the debt securities, including such legends as
required by law or as we deem necessary or appropriate;
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the currency or currencies in which payments of interest or
principal and other amounts are payable with respect to the debt
securities are to be denominated, payable, redeemable or
repurchasable, as the case may be;
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whether the debt securities are issuable in tranches;
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whether, and under what circumstances, the debt securities shall
be convertible into, or exchangeable for, any other debt
securities, shares of any common stock or other securities;
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if other than the trustee, the trustees, authenticating or
paying agents, transfer agents or registrars or any other agents
with respect to the debt securities of the company;
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any deletions from, modifications of or additions to the events
of default or covenants with respect to the debt securities,
whether or not such events of default or covenants are
consistent with the events of default or covenants set forth in
the Indentures;
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whether, under what circumstances and the currency in which, we
will pay additional amounts as contemplated by the Indentures on
the debt securities to any holder who is a
non-United
States person in respect of any tax, assessment or governmental
charge and, if so, whether we will have the option to redeem
such debt securities rather than pay such additional amounts
(and the terms of any such option);
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the terms of any subsidiary guarantees of the debt
securities; and
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any other terms or conditions upon which the debt securities are
to be issued.
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Unless the relevant prospectus supplement indicates otherwise,
the debt securities will not be subject to any covenants or
other provisions that specifically are intended to afford
holders of the debt securities special protection in the event
of a highly leveraged transaction.
(Indentures, Section 2.3)
Guarantees
Any series of debt securities may be guaranteed by one or more
of our direct or indirect subsidiaries. Each prospectus
supplement will describe any guarantees for the benefit of the
series of debt securities to which it relates. Unless otherwise
provided in a prospectus supplement, guarantees of senior debt
securities will rank equally and ratably in right of payment
with all other existing and future unsecured and unsubordinated
indebtedness of the respective guarantors. Guarantees of
subordinated debt securities will be junior in right of payment
to all of the present and future senior indebtedness of the
respective guarantors to the extent described in the
accompanying prospectus supplement.
6
Subordination
of Subordinated Debt Securities
All subordinated debt securities will, to the extent set forth
in the subordinated indenture, or in a resolution of the Board
of Directors establishing certain terms of such subordinated
debt securities or in a supplemental indenture applicable to
such subordinated debt securities, be subordinated in right of
payment to the prior payment of all indebtedness that is deemed
to be senior to such subordinated debt securities. The
prospectus supplement applicable to any subordinated debt
securities will describe the applicable subordination provisions
and the indebtedness that is deemed to be senior to such
subordinated debt securities.
Conversion
or Exchange
If any debt securities being offered are convertible into or
exchangeable for common stock or other securities of the
company, the relevant prospectus supplement will set forth the
terms of conversion or exchange. Those terms will include
whether conversion or exchange is mandatory, at the option of
the holder or at our option, and the number of shares of common
stock or other securities, or the method of determining the
number of shares of common stock or other securities, to be
received by the holder upon conversion or exchange. These
provisions may allow or require the number of shares of our
common stock or other securities to be received by the holders
of such series of debt securities to be adjusted.
Consolidation,
Merger, Sale or Conveyance
Unless the relevant prospectus supplement indicates otherwise,
the Indentures generally do not restrict our ability to
consolidate or merge with another company or firm or to sell or
lease substantially all of our assets to another company or
firm. However, upon any such consolidation, merger, sale,
conveyance or lease, other than a merger in which we are the
continuing corporation, the continuing corporation must execute
a supplemental indenture under which it agrees to expressly
assume the obligations regarding (i) the due and punctual
payment of the principal of and interest on all of the debt
securities and (ii) the due and punctual performance and
observance of all of the covenants and conditions of the
Indentures to be performed by the company. (Indentures,
Section 9.1)
Events of
Default
Unless stated otherwise in a prospectus supplement, an
Event of Default with respect to any series of debt
securities includes:
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(i)
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default in the payment of any installment of interest upon any
debt securities as and when the same shall become due and
payable, and continuance of such default for a period of
30 days;
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(ii)
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default in the payment of the principal as and when the same
shall become due and payable either at maturity, upon redemption
(for any sinking fund payment or otherwise), by declaration or
otherwise;
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(iii)
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our failure to duly observe or perform any other of the
covenants or agreements in the debt securities or applicable
Indenture for a period of 90 days after the date on which
written notice of such failure is given by the trustee, or by
the holders of at least 25% in aggregate principal amount of the
debt securities;
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(iv)
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any subsidiary guarantee relating to the debt securities ceases
to be in full force and effect (other than in accordance with
the terms of such subsidiary guarantee) or a subsidiary
guarantor denies or disaffirms its obligations under its
subsidiary guarantee (other than by reason of a release of a
subsidiary guarantor from its guarantee in accordance with the
terms of such guarantee);
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(v)
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events of our bankruptcy, insolvency or reorganization specified
in the applicable Indenture; or
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(vi)
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any other event of default provided in a supplemental indenture,
resolution of our Board of Directors under which a series of
debt securities is issued or in the form of debt security.
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(Indentures, Section 5.1)
7
Remedies
If an Event of Default with respect to any series of debt
securities has occurred and is continuing, unless the relevant
prospectus supplement indicates otherwise, the trustee or the
holders of not less than 25% in aggregate principal amount of
the applicable series of debt securities then outstanding may
declare the principal of all the debt securities of such series
to be due and payable immediately. Upon any such declaration,
the principal amount of such series shall become immediately due
and payable. If such a declaration occurs, the holders of a
majority of the aggregate principal amount of the outstanding
debt securities of that series can, subject to conditions
specified in the applicable Indenture, waive all defaults and
rescind the declaration and its consequences. (Indentures,
Section 5.1)
The Indentures provide that the holders of a majority in
aggregate principal amount of the outstanding debt securities of
any affected series may direct the time, method and place of
conducting any proceeding for any remedy available to the
trustee, or exercising any trust or power conferred upon the
trustee with respect to the debt securities of such series.
(Indentures, Section 5.9) The right of a holder to
institute a proceeding with respect to the applicable Indenture
is subject to certain conditions precedent, including written
notice to the trustee, the demand by holders of at least 25% in
aggregate principal amount of the securities of the affected
series of debt securities that the trustee institute action in
its own name, and such holders provision of reasonable
indemnity to the trustee, if required by the trustee. However,
each holder has the right to institute suit for the enforcement
of any payment of principal and interest on the debt securities
on or after the respective due dates stated in such security,
and such right shall not be impaired or affected without the
consent of such holder. (Indentures, Sections 5.6, 5.7)
We will furnish to the trustee annual statements as to the
fulfillment of our obligations under the applicable Indenture.
(Indentures, Section 3.5)
Satisfaction
and Discharge of Obligations; Defeasance
The Indentures permit us to discharge our obligations with
respect to a series of debt securities and the applicable
Indenture by paying or causing to be paid the outstanding
principal of and interest on all of the debt securities of such
series or by delivering all of the debt securities of such
series to the trustee for cancellation. We may also effect a
discharge under the Indentures if the debt securities are due
and payable, or will become due and payable or callable for
redemption within one year, and we have irrevocably deposited or
caused to be deposited with the trustee as trust funds the
entire amount in the currency or currency unit required or
Government Obligations (which is defined in each Indenture and
principally consist of obligations of, or guaranteed by, the
United States) that will mature at such time and in such
amounts as to be sufficient to pay at maturity or upon
redemption the outstanding principal and interest of all debt
securities. (Indentures, Section 10.1(a)) In addition to
the conditions specified in the preceding sentence, to effect a
discharge under the Senior Indenture, we must have:
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(i)
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no Event of Default that has occurred and is continuing on the
date of such deposit, or shall occur as a result of such
deposit, and such deposit will not result in a breach or
violation of, or constitute a default under, any other
instrument to which we are a party;
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(ii)
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deposited irrevocable instructions to the trustee to apply the
deposited money toward the payment of the debt securities at
maturity or on the redemption date; and
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(iii)
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delivered to the trustee a customary officers certificate
and opinion of counsel stating that all conditions precedent
relating to the satisfaction and discharge of the Senior
Indenture have been complied with.
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(Senior Indenture, Section 10.1(a))
We may defease our obligations with respect to a series of debt
securities and the applicable Indenture (except such provisions
that survive in accordance with the terms of such Indenture) by
irrevocably depositing, or causing to be deposited, funds with
the trustee in trust solely for the benefit of the holders of
debt securities cash in the currency or currency unit required
or Government Obligations maturing as to principal and interest
in such amounts and at such times as are sufficient in the
opinion of a nationally recognized investment bank,
8
appraisal firm or firm of independent public accountants,
expressed in a written certification thereof delivered to the
trustee, without consideration of any reinvestment of such
principal or interest, to pay the principal of and interest on
the outstanding debt securities of the affected series. Funds
deposited with the trustee to defease our obligations under any
series of debt securities must be accompanied by an irrevocable
trust agreement that includes provision for (i) payment of
principal and interest when due on the affected series of debt
securities, (ii) the payment of expenses of the trustee,
(iii) rights of registration, transfer, substitution and
exchange of debt securities of such series and
(iv) continuation of the rights, obligations and immunities
of the trustee. (Indentures, Section 10.1(b))
To effect such defeasance, we must also deliver to the trustee
(i) an officers certificate and an opinion of counsel
stating that the conditions to such a defeasance have been
satisfied and (ii) an opinion of counsel to the effect that
(a) as a result of the deposit of funds with the trustee,
there is no obligation for the company, the trustee or the trust
to register as an investment company under the Investment
Company Act of 1940 or that such registration has been effected
and (b) the holders of the affected debt securities will
not recognize income, gain or loss for federal income tax
purposes as a result of the defeasance and that holders will be
subject to federal income tax on the same amount and in the same
manner and at the same time as would have been the case had such
defeasance not occurred. (Indentures, Section 10.1(b))
Modification
and Waiver
We may modify or amend the Indentures by executing a
supplemental indenture without the consent of the holders of any
of our outstanding debt securities for various enumerated
purposes, including to:
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establish the form or terms of any series of debt securities;
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convey, transfer, assign, mortgage or pledge any property or
assets to the trustee as security for the debt securities of any
series;
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evidence the succession by another corporation to the company
and the assumption by such corporation of the covenants,
agreement and obligations of the company;
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to add further covenants, restrictions, conditions or provisions
as our board of directors and the trustee shall consider to be
for the protection of the holders and to make the occurrence, or
the occurrence and continuance, of a default of any such
additional covenant, restriction, condition or provision an
event of default under the applicable Indenture;
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cure any ambiguity or to correct or supplement any provision
contained in the applicable Indenture or in any supplemental
indenture that may be defective or inconsistent with any other
provision contained in the Indentures or any applicable
supplemental indenture;
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comply with any SEC requirement in connection with the
qualification of the Indentures under the Trust Indenture
Act of 1939, as amended;
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evidence and provide for the acceptance of appointment of a
successor trustee and to make such changes are may become
necessary to provide for or facilitate the administration of
trusts by more than one trustee;
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provide any security for, or any guarantees, including
subsidiary guarantees, of debt securities of one or more
series; and
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make any other amendments, modifications or supplements to the
applicable Indenture or series of debt securities, provided that
such amendments, modifications or supplements shall only apply
to subsequently issued debt securities.
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(Indentures, Section 8.1)
We also may modify or amend the Indentures with the consent of
the holders of a majority in aggregate principal amount of the
outstanding debt securities of each series affected by the
modification or amendment. However, no such modification or
amendment may, without the consent of the holder of each
9
affected debt security (i) extend the final maturity of any
debt security or reduce the principal, premium or interest
thereon, or extend the time for payment, reduce the amount
payable for redemption or upon the acceleration of the maturity,
(ii) impair or affect the right of any holder to institute
suit for payment or, (iii) if so provided in the debt
securities, impair or affect any right of repayment at the
option of the holder or (iv) reduce the stated percentage
of holders of debt securities necessary to modify or amend the
Indentures. (Indentures, Section 8.2)
The holders of a majority in aggregate principal amount of the
outstanding debt securities of any series may, on behalf of the
holders of all the debt securities of such series, waive any
past default under the applicable Indenture or its consequences,
except a default in the payment of the principal of or interest
on any of the debt securities of such series and certain
covenants and provisions of the Indenture that cannot be
modified or be amended without the consent of the holder of each
outstanding debt security of the series affected as described
above. In the case of any such waiver, we, the trustee, and the
holders of any such series of debt securities shall be restored
to their former positions and rights under the applicable
Indenture. (Indentures, Sections 5.01, 5.10)
Payment
and Paying Agents
Unless the relevant prospectus supplement indicates otherwise,
payment of interest on a debt security on any interest payment
date will be made to the person in whose name such debt security
is registered at the close of business on the regular record
date for such interest payment. If there has been a default in
the payment of interest on any debt security, the defaulted
interest may be paid to the holder of such debt security as of
the close of business on a special record date that is
(i) no less than 10 nor more than 15 days before the
date established by the trustee for proposed payment of such
defaulted interest and (ii) no less than 10 days after
the date notice of the proposed payment is delivered to the
trustee, or in any other manner permitted by any securities
exchange on which that debt security may be listed, if the
trustee finds it practicable. (Indentures, Section 2.7)
Unless the relevant prospectus supplement indicates otherwise,
principal of and interest, if any, on, the debt securities will
be payable at the office of the paying agent designated by us.
Unless otherwise indicated in the relevant prospectus
supplement, the corporate trust office of the trustee will be
designated as our sole paying agent for payments with respect to
debt securities of each series. Any other paying agents
initially designated by us for the debt securities of a
particular series will be named in the relevant prospectus
supplement. (Indentures, Section 3.2)
All monies paid by us to a paying agent for the payment of the
principal of and interest, if any, on, any debt security which
remain unclaimed for two years after such principal, premium or
interest has become due and payable will, subject to compliance
with applicable abandoned property law, be repaid to us, and the
holder of such debt security thereafter may look only to us for
payment. (Indentures, Section 10.4)
Form,
Exchange and Transfer
The debt securities of each series may be issued as registered
securities, bearer securities (with or without coupons attached)
or both. Unless otherwise specified in the applicable prospectus
supplement, registered securities will be issued in
denominations of $1,000 and any integral multiple thereof.
Subject to the terms of the applicable Indenture and the
limitations applicable to global securities described in the
applicable prospectus supplement, registered securities will be
exchangeable for other registered securities of the same series,
in any authorized denomination and of like tenor and aggregate
principal amount. (Indentures, Sections 2.7, 2.8)
Subject to the terms of the applicable Indenture and the
limitations applicable to global securities set forth in the
applicable prospectus supplement, debt securities issued as
registered securities may be presented for exchange or for
registration of transfer (duly endorsed or with the form of
transfer duly executed) at the office of the security registrar
or at the office of any transfer agent designated by us for that
purpose. Unless otherwise provided in the debt securities to be
transferred or exchanged, no service charge will be made for any
registration of transfer or exchange, but we may require payment
of any taxes or other governmental charges. Any transfer agent
initially designated by us for any debt securities will be named
in the applicable
10
prospectus supplement. We may at any time designate additional
transfer agents or rescind the designation of any transfer agent
or approve a change in the office through which any transfer
agent acts, except that we will be required to maintain a
transfer agent in each place of payment for the debt securities
of each series. (Indentures, Sections 2.8, 3.2)
Debt securities of a series may be issuable in whole or in part
in the form of one or more global debt securities, as described
below under Global Securities.
If the debt securities of any series are to be redeemed, we will
not be required to:
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issue, register the transfer of, or exchange any debt securities
of that series during a period beginning at the opening of
business 15 days before the day of mailing of the relevant
notice of redemption; or
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register the transfer of or exchange any debt securities so
selected for redemption, in whole or in part, except the
unredeemed portion of any registered security being redeemed in
part.
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(Indentures, Section 2.8)
Global
Securities
The debt securities of each series may be represented by one or
more global securities that will have an aggregate principal
amount equal to that of the debt securities they represent. A
debt security in global form will be deposited with, or on
behalf of, a depositary identified in the applicable prospectus
supplement. Global securities will be issued in registered form
and may be in either temporary or permanent form. A global
security may not be exchanged or transferred, except as a whole,
among the depositary for that debt security
and/or
its
nominees
and/or
successors. The specific terms of the depositary arrangement
with respect to any debt securities of a series and the rights
and limitations upon owners of beneficial interests in a global
security will be described in the applicable prospectus
supplement. (Senior Indenture, Section 2.8 and Indentures,
Section 2.15)
Resignation
of the Trustee; Removal
The trustee may resign at any time by giving written notice to
us, or the holders of a majority in principal amount of any
series of debt securities may remove the trustee at any time by
giving written notice to us and the trustee. No resignation or
removal of a trustee and no appointment of a successor trustee
will be effective until the acceptance of appointment by a
successor trustee. We may remove the trustee if:
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(i)
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the trustee fails to comply or has or acquires any conflicting
interest as defined in Section 310(b) of the
Trust Indenture Act;
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(ii)
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the trustee ceases to be eligible to continue serving as trustee
in accordance with the provisions of the applicable Indenture
and does not resign after written request therefor by us or any
holder of debt securities; or
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(iii)
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the trustee becomes incapable of acting with respect to any
series of debt securities, or becomes subject to certain events
of bankruptcy, insolvency or reorganization specified in the
applicable Indenture.
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(Indentures, Section 6.10)
Notices
Notices to holders of debt securities will be given by mail to
the addresses of such holders as they may appear in the security
register for debt securities. (Senior Indenture,
Section 11.6; Subordinated Indenture, Section 11.4)
11
Title
We, the trustee and any agent of us or the trustee may treat the
person in whose name debt securities are registered as the
absolute owner thereof, whether or not the debt securities may
be overdue, for the purpose of making payments and for all other
purposes irrespective of notice to the contrary. (Indentures,
Section 7.3)
Governing
Law
The Indentures, the debt securities and any subsidiary guarantee
of the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York. (Senior
Indenture, Section 11.10; subordinated indenture,
Section 11.8)
DESCRIPTION
OF COMMON STOCK
The following description of our common stock sets forth certain
general terms of our common stock to which any prospectus
supplement will relate. This section also summarizes certain
relevant provisions of the Delaware General Corporation Law,
which we refer to as the DGCL. The terms of our Amended and
Restated Certificate of Incorporation (Certificate of
Incorporation) and our Amended and Restated Bylaws
(Bylaws) as well as the terms of the DGCL, are more
detailed than the general information provided below. Therefore,
you should carefully consider the actual provisions of these
documents.
Authorized
and Outstanding Shares
Our authorized capital stock consists of
(i) 150,000,000 shares of common stock, par value
$1.00 per share, and (ii) 5,000,000 shares of
preferred stock, par value $1.00 per share. As of
August 29, 2011, 105,096,841 shares of our common
stock were outstanding and no shares of preferred stock were
outstanding.
Dividend
Rights
Subject to the prior rights of the holders of any preferred
stock, the holders of common stock shall be entitled to
dividends if, when and as the same shall be declared by our
Board of Directors and as may be permitted by applicable law.
Voting
Rights and Cumulative Voting
Holders of our common stock are entitled to one vote for each
share held on all matters submitted to a vote of stockholders
and do not have cumulative voting rights.
Preemptive
Rights
Holders of common stock have no preemptive rights to purchase
additional shares of common stock or any other securities of Joy
Global.
Liquidation
Rights
Upon liquidation, dissolution or winding up of Joy Global, the
holders of common stock are entitled to receive pro rata assets
of Joy Global that are legally available for distribution, after
payment of all debts and other liabilities and subject to the
prior rights of any holders of preferred stock then outstanding.
Transfer
Agent and Registrar
The transfer agent and registrar for our common stock is
American Stock Transfer & Trust Company.
12
Certain
Anti-Takeover Matters
Delaware
Business Combination Statute
Under Section 203 of the DGCL, a corporation is prohibited
from engaging in any business combination with a stockholder
who, together with its affiliates or associates, owns (or who is
an affiliate or associate of the corporation and within a
three-year period did own) 15% or more of the corporations
outstanding voting stock (which we refer to as an
interested stockholder) for a three-year period
following the time the stockholder became an interested
stockholder, unless:
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prior to the time the stockholder became an interested
stockholder, the board of directors of the corporation approved
either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder;
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the interested stockholder owned at least 85% of the voting
stock of the corporation, excluding specified shares, upon
consummation of the transaction which resulted in the
stockholder becoming an interested stockholder; or
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at or subsequent to the time the stockholder became an
interested stockholder, the business combination is approved by
the board of directors of the corporation and authorized by the
affirmative vote, at an annual or special meeting, and not by
written consent, of at least
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2
/
3
%
of the outstanding voting shares of the corporation, excluding
shares held by that interested stockholder.
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A business combination generally includes:
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mergers and consolidations with or caused by an interested
stockholder;
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sales or other dispositions of 10% or more of the assets of a
corporation to an interested stockholder;
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specified transactions resulting in the issuance or transfer to
an interested stockholder of any capital stock of the
corporation or its subsidiaries; and
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other transactions resulting in a disproportionate financial
benefit to an interested stockholder.
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The provisions of Section 203 of the DGCL do not apply to a
corporation if, subject to certain requirements, the certificate
of incorporation or bylaws of the corporation contain a
provision expressly electing not to be governed by the
provisions of the statute or the corporation does not have
voting stock listed on a national securities exchange or held of
record by more than 2,000 stockholders.
Because our Certificate of Incorporation and Bylaws do not
include any provision to opt-out of Section 203
of the DGCL, the statute will apply to business combinations
involving us.
Provisions
of our Certificate of Incorporation and Bylaws
Our Certificate of Incorporation permits our stockholders to
approve amendments to our Certificate of Incorporation and
Bylaws upon the affirmative vote of two-thirds of the combined
voting power of shares then outstanding. These provisions could
enable the holders of a minority of our outstanding shares to
exercise veto powers over stockholder-proposed amendments to our
organizational documents.
Our Bylaws provide (i) for stockholder action only at a
stockholders meeting and prohibit stockholder action by
written consent; (ii) that stockholders wishing to nominate
a director at an annual meeting or at a special meeting must
comply with strict advance written notice provisions;
(iii) that special meetings of stockholders can only be
called by our Chief Executive Officer, pursuant to a resolution
by two-thirds of the Board of Directors or by written request to
the Chairman of our Board of Directors by stockholders
representing at least two-thirds of the outstanding common stock
entitled to vote.
We believe that the provisions described in the preceding
paragraphs, taken together, may reduce the possibility that a
third party could effect a change in the composition of our
Board of Directors without the
13
support of the incumbent board. The provisions may have
significant effects on the ability of our stockholders to change
the composition of the incumbent board, to benefit from
transactions that are opposed by the incumbent board, to assume
control of us or effect a fundamental corporate transaction such
as a merger. Nevertheless, although we have not experienced any
problems in the past with the continuity or stability of the
Board of Directors, management believes that the provisions help
assure the continuity and stability of our policies in the
future, since the majority of the directors at any time will
have prior experience as directors.
Stockholder
Rights Plan
Our Board of Directors has adopted a preferred stock purchase
rights plan. Under the plan, each share of common stock
currently includes one right to purchase preferred stock. We
have summarized selected provisions of the rights below. This
summary is not complete. We have previously filed the rights
agreement, as amended, with the SEC, and you should read it for
provisions that may be important to you.
Currently, the rights are not exercisable and are attached to
all outstanding shares of common stock. The rights will separate
from the common stock and become exercisable:
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ten days after public announcement that a person or group of
affiliated or associated persons has acquired, or obtained the
right to acquire, beneficial ownership of 15% of the outstanding
common stock; or
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ten business days following the start of a tender offer or
exchange offer that would result in a person acquiring
beneficial ownership of 15% of the outstanding common stock.
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Our Board of Directors can elect to delay the separation of the
rights from the common stock beyond the ten business days after
the start of a tender or exchange offer referred to in the
second bullet point. A 15% beneficial owner is referred to as an
acquiring person under the plan. Until the rights
are separately distributed, the rights will be evidenced by the
common stock certificates and will be transferred with and only
with the common stock certificates.
After the rights are separately distributed, each right will
entitle the holder to purchase from the company one
one-hundredth of a share of our Series A Junior
Participating Preferred Stock for a purchase price of
approximately $100. The rights will expire at the close of
business on August 5, 2012, unless we redeem or exchange
them earlier as described below.
If a person becomes an acquiring person, the rights will become
rights to purchase shares of common stock for one-half the
current market price (as defined in the rights agreement) of the
common stock. This occurrence is referred to as a flip-in
event under the plan. After any flip-in event, all rights
that are beneficially owned by an acquiring person, or by
certain related parties, will be null and void. Our Board of
Directors has the power to decide that a particular tender or
exchange offer for all outstanding shares of our common stock is
fair to and otherwise in the best interests of our stockholders.
If our Board makes this determination, the purchase of shares
under the offer will not be a flip-in event.
If, after there is an acquiring person, we are acquired in a
merger or other business combination transaction or 50% or more
of our assets or earning power are sold or transferred, each
holder of a right will have the right to purchase shares of
common stock of the acquiring company at a price of one-half the
current market price of that stock. An acquiring person will not
be entitled to exercise its rights, which will have become void.
Until a person has become an acquiring person, our Board of
Directors may decide to redeem the rights at a price of one cent
per right. At any time after a flip-in event and prior to a
person becoming the beneficial owner of 50% or more of the
shares of common stock, our Board may decide to exchange the
rights for shares of common stock on a
one-for-one
basis. Rights owned by an acquiring person, which will have
become void, will not be exchanged.
Other than certain provisions relating to the principal economic
terms of the rights, the rights agreement may be amended by our
Board of Directors as long as the rights are redeemable.
Thereafter, the provisions of the rights agreement may be
amended by our Board of Directors in order to cure any
ambiguity,
14
defect or inconsistency, to make changes that do not materially
adversely affect the interests of holders of rights (excluding
the interests of any acquiring person), or to shorten or
lengthen any time period under the rights agreement. No
amendment to lengthen the time period for redemption may be made
if the rights are not redeemable at that time.
The rights have certain anti-takeover effects. The rights will
cause substantial dilution to any person or group that attempts
to acquire us without the approval of our board of directors. As
a result, the overall effect of the rights may be to render more
difficult or discourage any attempt to acquire us even if the
acquisition may be favorable to the interests of our
stockholders. Because our Board of Directors can redeem the
rights or approve a tender or exchange offer, the rights should
not interfere with a merger or other business combination
approved by our Board of Directors.
DESCRIPTION
OF PREFERRED STOCK
We may issue, separately or together with or upon conversion of
or exchange for other securities, preferred stock, par value
$1.00 per share, as set forth in the applicable prospectus
supplement. The following summaries do not purport to be
complete and are subject to, and are qualified in their entirety
by reference to our Certificate of Incorporation and Bylaws.
General
Our Certificate of Incorporation authorizes our Board of
Directors, from time to time without further shareholder action,
to provide for the issuance of up to 5,000,000 shares of
preferred stock, in one or more series, and to fix the relative
rights and preferences of the shares, including voting powers
(provided that no series shall be designated as non-voting),
dividend rights, liquidation preferences, redemption rights,
conversion privileges and any other designations, preferences,
rights, qualifications and restrictions applicable to the
preferred stock. As of the date of this prospectus,
1,000,000 shares of preferred stock have been designated as
Series A Junior Participating Preferred Stock pursuant to
our Rights Agreement, dated July 16, 2002. On the date of
this prospectus, no shares of preferred stock were outstanding
and the Board of Directors has made no provision for the
issuance of any series of preferred stock.
The applicable prospectus supplement will describe the specific
terms of any preferred stock offered thereby, including:
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the number of shares of preferred stock being offered;
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the title and liquidation preference of the preferred stock
being offered;
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the purchase price of the preferred stock;
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the dividend rate or method for determining the dividend rate;
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the dates on which dividends will be paid;
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whether dividends on the preferred stock will be cumulative or
non-cumulative and, if cumulative, the dates from which
dividends will accumulate;
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the voting rights of the preferred stock;
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whether the preferred stock will be convertible into or
exchangeable for other securities;
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any redemption or sinking fund provisions applicable to the
preferred stock;
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any liquidation rights or preference to which the holders of
preferred stock shall be entitled upon any liquidation,
dissolution or winding up of the company;
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any limitations on the issuance of any class or series of
preferred stock ranking senior to or on parity with the series
of preferred stock being offered with respect to dividend rights
or conversion or liquidation preferences;
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15
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any exchange on which the preferred stock will be
listed; and
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any other terms, preferences, rights, limitations or
restrictions applicable to the preferred stock.
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Rank
Unless otherwise specified in the applicable prospectus
supplement, the preferred stock will, with respect to
distribution rights and rights upon liquidation, dissolution or
winding up of the company, rank (i) senior to our common
stock and to any series of preferred stock which specifically
provides that it will rank junior to the preferred stock being
offered, (ii) junior to any series of preferred stock which
specifically provides that it will rank senior to the preferred
stock being offered and (iii) on parity with any other
series of preferred stock.
Dividend
Rights
Holders of preferred stock will have the dividend rights set
forth in the applicable prospectus supplement. Dividends on any
series of preferred stock, if cumulative, will be cumulative
from and after the date set forth in the applicable prospectus
supplement. Any restriction on the repurchase or redemption of
shares of preferred stock while dividends on such shares are in
arrears shall be set forth in the applicable prospectus
supplement.
Transfer
Agent and Registrar
We will appoint a transfer agent and registrar for the preferred
stock will be set forth in the applicable prospectus supplement.
Certain
Anti-Takeover Matters
Refer to Description of Common StockCertain
Anti-Takeover Matters for a discussion our preferred stock
purchase rights plan, including our Series A Junior
Participating Preferred Stock, and other provisions of Delaware
law and our Certificate of Incorporation and Bylaws that may
have the effect of delaying, deferring or preventing a change of
control.
DESCRIPTION
OF WARRANTS
We may issue warrants to purchase debt securities or shares of
our common or preferred stock. Warrants may be issued
independently or together with our debt securities or common or
preferred stock and may be attached to or separate from any
underlying securities. Each series of warrants will be issued
under a separate warrant agreement to be entered into between us
and a warrant agent. The warrant agent will act solely as our
agent in connection with the warrants of such series and will
not assume any obligation or relationship of agency for or with
holders or beneficial owners of warrants. As of the date of this
prospectus, we have no warrants outstanding.
The applicable prospectus supplement will describe the specific
terms of any warrants offered thereby, including:
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the title and aggregate number of the warrants;
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the price or prices at which the warrants will be offered;
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the debt securities, common stock or preferred stock for which
each warrant is exercisable and the designation and terms
relating to such securities;
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the date or dates on which the right to exercise such warrants
will commence and expire;
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the price or prices at which such warrants are exercisable;
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the currency or currencies, including composite currencies, in
which the exercise price of the warrants may be payable;
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16
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the terms of any anti-dilution or other adjustment provisions;
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the terms of any mandatory or optional call provisions;
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if applicable, the date on and after which the warrants and the
debt securities, common stock or preferred stock underlying the
warrants will be separately transferable;
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the exchanges, if any, on which such warrants may be listed;
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information with respect to book-entry procedures;
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the identity of the warrant agent; and
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any additional terms of the warrants, including the terms,
procedures and limitations relating to the exchange and exercise
of the warrants.
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DESCRIPTION
OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts
obligating holders to purchase from or sell to us, and
obligating us to sell to or purchase from the holders, a
specified number of shares of common stock or preferred stock at
a future date or dates, which we refer to in this prospectus as
stock purchase contracts. The price per share of the securities
and the number or amount of securities may be fixed at the time
the stock purchase contracts are issued or may be determined by
reference to a specific formula set forth in the stock purchase
contracts, and may be subject to adjustment under anti-dilution
formulas. The stock purchase contracts may be issued separately
or as part of units, which we refer to as stock purchase units,
consisting of a stock purchase contract and debt securities or
debt obligations of third parties, including United States
treasury securities, in each case securing the holders
obligations to purchase the common stock or preferred stock
under the stock purchase contracts. The stock purchase contracts
may require holders to secure their obligations under the stock
purchase contracts in a manner specified in the applicable
prospectus supplement. The stock purchase contracts may also
require us to make periodic payments to the holders of the stock
purchase units, or vice versa, and those payments may be
unsecured or pre-funded on some basis.
The applicable prospectus supplement will describe the terms of
any stock purchase contracts or stock purchase units offered
thereby and will contain a discussion of any material federal
income tax considerations applicable to the stock purchase
contracts and stock purchase units. The description of the stock
purchase contracts or stock purchase units contained in this
prospectus is not complete and the description in any applicable
prospectus supplement will not necessarily be complete, and
reference will be made to the stock purchase contracts and, if
applicable, collateral or depositary arrangements relating to
the stock purchase contracts or stock purchase units, which will
be filed with the SEC each time we issue stock purchase
contracts or stock purchase units.
PLAN OF
DISTRIBUTION
We may sell the securities offered by this prospectus:
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to or through underwriters;
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through dealers;
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through agents;
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directly to one or more purchasers; or
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through any combination of these methods of sale.
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We will describe in the accompanying prospectus supplement the
specific plan of distribution, including, if required,
(i) the identity of any underwriters, dealers or agents and
the amount of securities underwritten or purchased by them and
their compensation, (ii) the initial offering price of the
securities and
17
the proceeds that we will receive from the sale and
(iii) any securities exchange on which the securities will
be listed.
We (directly or through agents) may sell, and the underwriters
may resell, the securities in one or more transactions,
including negotiated transactions, at a fixed public offering
price or prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices.
In connection with the sale of our securities, the underwriters
or agents may receive compensation from us or from purchasers of
the securities for whom they may act as agents. The underwriters
may sell securities to or through dealers, who may also receive
compensation from purchasers of the securities for whom they may
act as agents. Compensation may be in the form of discounts,
concessions or commissions. Underwriters, dealers and agents
that participate in the distribution of the securities may be
underwriters as defined in the Securities Act, and any discounts
or commissions received by them from us and any profit on the
resale of the securities by them may be treated as underwriting
discounts and commissions under the Securities Act.
We may indemnify the underwriters and agents against certain
civil liabilities, including liabilities under the Securities
Act, or contribute to payments they may be required to make in
respect of such liabilities.
Underwriters, dealers and agents may engage in transactions
with, or perform services for, us or our affiliates in the
ordinary course of their businesses.
If so indicated in the prospectus supplement relating to a
particular offering of securities, we will authorize
underwriters, dealers or agents to solicit offers by certain
institutions to purchase the securities from us under delayed
delivery contracts providing for payment and delivery at a
future date. These contracts will be subject only to those
conditions set forth in the prospectus supplement, and the
prospectus supplement will set forth the commission payable for
solicitation of these contracts.
LEGAL
MATTERS
Unless otherwise specified in the applicable prospectus
supplement, certain legal matters in connection with the
securities will be passed upon by Sean D. Major, our Executive
Vice President, General Counsel and Secretary. Any underwriter
or agent will be advised about legal matters relating to any
offering by its own legal counsel.
EXPERTS
The consolidated financial statements and financial statement
schedule of Joy Global Inc. at October 29, 2010 and
October 30, 2009, and for each of the three years in the
period ended October 29, 2010 and the effectiveness of Joy
Global Inc.s internal control over financial reporting as
of October 29, 2010 included in this registration statement
have been audited by Ernst & Young LLP, independent
registered public accounting firm, as set forth in their reports
thereon, appearing elsewhere herein. Such consolidated financial
statements and Joy Global Inc.s managements
assessment of the effectiveness of internal control over
financial reporting as of October 29, 2010 are included in
reliance upon such reports given on the authority of such firm
as experts in accounting and auditing.
The financial statements for the year ended December 31,
2010 of LeTourneau Technologies, Inc. (LeTourneau),
incorporated in this prospectus by reference from the
September 2, 2011 amendment to our Current Report on
Form 8-K
dated June 22, 2011, have been audited by
Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their report, which is
incorporated herein by reference. Such financial statements have
been so incorporated in reliance upon the report of such firm
given upon their authority as experts in auditing and accounting.
18
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. Our SEC filings are
available to the public on the Internet at the SECs web
site at
http://www.sec.gov
.
The information contained on the SECs web site is
expressly not incorporated by reference into this prospectus,
except as expressly set forth in Incorporation of Certain
Documents By Reference below. You may also read and copy
any document we file at the SECs public reference room at
100 F Street N.E., Washington, D.C. 20549. You
can obtain further information on the operation of the public
reference room by calling the SEC at
1-800-SEC-0330.
Our common stock is listed on the Nasdaq Global Select Market
under the symbol JOYG. Our Internet address is
http://www.joyglobal.com
.
The contents of our web site are not part of, and shall not be
deemed incorporated by reference in, this prospectus and our
Internet address is included in this document as an inactive
textual reference only.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the
information we file with it, which means that we can disclose
important information to you by referring you to those
documents. The information incorporated by reference is an
important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed
below that we have filed with the SEC:
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our Annual Report on
Form 10-K
for the fiscal year ended October 29, 2010, filed with the
SEC on December 20, 2010;
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our Quarterly Reports on
Form 10-Q
for the fiscal quarters ended January 28, 2011,
April 29, 2011 and July 29, 2011, which were filed
with the SEC on March 4, 2011, June 6, 2011 and
September 7, 2011, respectively;
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our Current Reports on
Form 8-K,
filed with the SEC on November 1, 2010, March 8, 2011,
April 1, 2011, May 18, 2011, June 22, 2011 (as
amended by Amendment No. 1 filed on September 2, 2011
and by Amendment No. 2 filed on October 6, 2011),
July 15, 2011, August 3, 2011, September 1, 2011
and October 6, 2011; and
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the description of our common stock contained in our
Registration Statement on our Current Report on
Form 8-K
filed on December 23, 2004, and the description of the
Preferred Stock Purchase Rights contained in the Registration
Statement on
Form 8-A
filed on July 17, 2002.
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We also incorporate by reference any future filings that we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act (other than any portions of any such documents
that are furnished, rather than filed, by us in accordance with
SEC rules) prior to the completion of the sales of the
securities offered hereby.
If you make a written or oral request for copies of any of the
documents incorporated by reference, we will send you the copies
you requested at no charge. However, we will not send exhibits
to such documents unless such exhibits are specifically
incorporated by reference in such documents. You should direct
requests for such copies to: Joy Global Inc., 100 East Wisconsin
Ave, Suite 2780, Milwaukee, Wisconsin 53202, attention:
Corporate Secretary. Our telephone number is
(414) 319-8500.
19
JOY
GLOBAL INC.
Consolidated
Financial Statements
As of October 29, 2010 and October 30, 2009 and
for the Years Ended October 29, 2010, October 30, 2009
and October 31, 2008
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Page
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F-2
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F-4, F-5
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F-6
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F-7
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F-8, F-9
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F-10
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F-11
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F-12
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F-52
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All other schedules are omitted because they are either not
applicable or the required information is shown in the financial
statements or notes thereto.
F-1
Consolidated
Financial Statements
as of October 29, 2010 and October 30, 2009 and
for the Years Ended October 29, 2010, October 30, 2009
and October 31, 2008
These financial statements are being filed to retrospectively
adjust portions of the audited consolidated financial statements
included in our Annual Report on
Form 10-K
for the fiscal year ended October 29, 2010, which was filed
with the SEC on December 20, 2010 (the 2010
Form 10-K).
In the third quarter of fiscal 2011, we adjusted total
shareholders equity and deferred income taxes by
$13.0 million to correct an error in a deferred tax asset
valuation allowance that was originally recorded in 2006.
The following items of our audited consolidated financial
statements contained in the 2010
Form 10-K
are subject to adjustment as presented herein to reflect the
adjustment to our deferred tax asset valuation allowance:
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Consolidated Balance Sheet as of October 29, 2010 and
October 30, 2009;
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Consolidated Statement of Shareholders Equity as of
October 29, 2010, October 30, 2009, October 31,
2008 and October 26, 2007;
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Note 5 - Income Taxes, regarding the components of the
net deferred tax asset;
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Note 21 - Segment Information, relating to corporate
and total asset amounts; and
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Note 22 - Subsidiary Guarantors, regarding the
Condensed Consolidating Balance Sheet as of October 29,
2010 and October 30, 2009.
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No information in the financial statements included in the 2010
Form 10-K
other than that identified above is revised in this filing.
Information in the 2010
Form 10-K
is stated as of October 29, 2010 with consideration of
subsequent events through the date of this filing and the
financial statements included herein do not reflect any
subsequent information or events other than as described above.
More current information is contained in the companys
Quarterly Report on
Form 10-Q
for the quarterly period ended July 29, 2011 and other
filings we have made with the SEC. The adjustments to the
financial statements contained herein should be read in
conjunction with the 2010
Form 10-K.
The financial statements should also be read in conjunction with
our Quarterly Report on
Form 10-Q
for the period ended July 29, 2011 and other filings we
have made at the SEC, which contain important information
regarding events, developments and updates that have occurred
since the filing of the 2010
Form 10-K.
F-2
Joy
Global Inc.
Form 10-K
Item 8 and Items 15(a)(1) and 15(a)(2)
Index
to Consolidated Financial Statements
And Financial Statement Schedule
The following Consolidated Financial Statements of Joy Global
Inc. and the related Reports of Independent Registered Public
Accounting Firm update Item 8
Financial Statements
and Supplementary Data
and Item 15
Exhibits and
Financial Statement Schedules
:
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Page in This
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Item 15(a)(1):
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Form 10-K
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F-4, F-5
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F-6
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F-7
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F-8, F-9
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F-10
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F-11
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F-12
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The following Consolidated Financial Statement schedule of Joy
Global Inc. is included in Item 15(a)(2):
All other schedules are omitted because they are either not
applicable or the required information is shown in the financial
statements or notes thereto.
F-3
Report of
Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Joy Global Inc.
We have audited the accompanying consolidated balance sheets of
Joy Global Inc. as of October 29, 2010 and October 30,
2009, and the related consolidated statements of income,
shareholders equity, and cash flows for each of the three
years in the period ended October 29, 2010. Our audits also
included the financial statement schedule listed in the Index at
Item 15(a)(2). These financial statements and schedule are
the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Joy Global Inc. at October 29, 2010
and October 30, 2009, and the consolidated results of its
operations and its cash flows for each of the three years in the
period ended October 29, 2010, in conformity with
U.S. generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the
information set forth therein.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), Joy
Global Inc.s internal control over financial reporting as
of October 29, 2010, based on criteria established in
Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
and our report dated December 20, 2010 expressed an
unqualified opinion thereon.
/s/
Ernst & Young LLP
Milwaukee, Wisconsin
December 20, 2010
Except for Note 1, as to which the date is
October 5, 2011
F-4
Report of
Independent Registered Public Accounting Firm on Internal
Control Over Financial Reporting
The Board of Directors and Shareholders
Joy Global Inc.
We have audited Joy Global Inc.s internal control over
financial reporting as of October 29, 2010, based on
criteria established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (the COSO criteria). Joy Global
Inc.s management is responsible for maintaining effective
internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial
reporting included in the accompanying Managements Report
on Internal Control Over Financial Reporting. Our responsibility
is to express an opinion on the companys internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, Joy Global Inc. maintained, in all material
respects, effective internal control over financial reporting as
of October 29, 2010, based on the COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
2010 consolidated financial statements of Joy Global Inc. and
our report dated December 20, 2010 expressed an unqualified
opinion thereon.
/s/
Ernst & Young LLP
Milwaukee, Wisconsin
December 20, 2010
F-5
Managements
Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined
in
Rule 13a-15(f)
under the Exchange Act), to provide reasonable assurance
regarding the reliability of our financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
Due to its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate due
to changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting
using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal
ControlIntegrated Framework. Based on its evaluation, our
management concluded that our internal control over financial
reporting was effective as of October 29, 2010.
Ernst & Young LLP, an independent registered public
accounting firm, has audited the Consolidated Financial
Statements included in this Annual Report on
Form 10-K
and, as part of its audit, has issued an attestation report,
included herein, on the effectiveness of our internal control
over financial reporting.
F-6
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Fiscal Years Ended
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October 29,
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October 30,
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October 31,
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2010
|
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2009
|
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2008
|
|
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Net sales
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|
$
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3,524,334
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$
|
3,598,314
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$
|
3,418,934
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|
Cost of sales
|
|
|
2,350,708
|
|
|
|
2,445,514
|
|
|
|
2,428,929
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|
Product development, selling and administrative expenses
|
|
|
480,636
|
|
|
|
454,522
|
|
|
|
441,527
|
|
Other income
|
|
|
(4,113
|
)
|
|
|
(4,034
|
)
|
|
|
(2,726
|
)
|
|
|
|
|
|
|
|
|
|
|
|
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|
Operating income
|
|
|
697,103
|
|
|
|
702,312
|
|
|
|
551,204
|
|
Interest income
|
|
|
13,195
|
|
|
|
7,485
|
|
|
|
12,539
|
|
Interest expense
|
|
|
(29,964
|
)
|
|
|
(32,217
|
)
|
|
|
(34,237
|
)
|
Reorganization items
|
|
|
(1,310
|
)
|
|
|
5,060
|
|
|
|
(2,419
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
679,024
|
|
|
|
682,640
|
|
|
|
527,087
|
|
Provision for income taxes
|
|
|
217,525
|
|
|
|
227,990
|
|
|
|
153,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
461,499
|
|
|
|
454,650
|
|
|
|
373,137
|
|
Income from discontinued operations, net of income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
1,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
461,499
|
|
|
$
|
454,650
|
|
|
$
|
374,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
4.47
|
|
|
$
|
4.44
|
|
|
$
|
3.47
|
|
Income from discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
4.47
|
|
|
$
|
4.44
|
|
|
$
|
3.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
4.40
|
|
|
$
|
4.41
|
|
|
$
|
3.44
|
|
Income from discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
4.40
|
|
|
$
|
4.41
|
|
|
$
|
3.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per share
|
|
$
|
0.70
|
|
|
$
|
0.70
|
|
|
$
|
0.625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
103,196
|
|
|
|
102,450
|
|
|
|
107,472
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
104,905
|
|
|
|
103,104
|
|
|
|
108,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
F-7
|
|
|
|
|
|
|
|
|
|
|
October 29,
|
|
|
October 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Restated)
|
|
|
(Restated)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
815,581
|
|
|
$
|
471,685
|
|
Accounts receivable, net
|
|
|
674,135
|
|
|
|
580,629
|
|
Inventories
|
|
|
764,945
|
|
|
|
769,783
|
|
Other current assets
|
|
|
107,266
|
|
|
|
127,930
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
|
2,361,927
|
|
|
|
1,950,027
|
|
|
|
|
|
|
|
|
|
|
Property, Plant and Equipment:
|
|
|
|
|
|
|
|
|
Land and improvements
|
|
|
23,478
|
|
|
|
24,971
|
|
Buildings
|
|
|
141,671
|
|
|
|
119,654
|
|
Machinery and equipment
|
|
|
521,366
|
|
|
|
455,894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
686,515
|
|
|
|
600,519
|
|
Accumulated depreciation
|
|
|
(308,491
|
)
|
|
|
(253,461
|
)
|
|
|
|
|
|
|
|
|
|
Total Property, Plant and Equipment
|
|
|
378,024
|
|
|
|
347,058
|
|
|
|
|
|
|
|
|
|
|
Other Assets:
|
|
|
|
|
|
|
|
|
Other intangible assets, net
|
|
|
178,831
|
|
|
|
187,037
|
|
Goodwill
|
|
|
125,686
|
|
|
|
127,732
|
|
Deferred income taxes (see footnote 1)
|
|
|
149,654
|
|
|
|
321,561
|
|
Other non-current assets
|
|
|
76,891
|
|
|
|
61,836
|
|
|
|
|
|
|
|
|
|
|
Total Other Assets
|
|
|
531,062
|
|
|
|
698,166
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
3,271,013
|
|
|
$
|
2,995,251
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
F-8
Joy
Global Inc.
Consolidated Balance Sheet
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
October 29,
|
|
|
October 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Restated)
|
|
|
(Restated)
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Short-term notes payable, including current portion of long-term
obligations
|
|
$
|
1,550
|
|
|
$
|
19,791
|
|
Trade accounts payable
|
|
|
291,742
|
|
|
|
206,770
|
|
Employee compensation and benefits
|
|
|
128,132
|
|
|
|
116,149
|
|
Advance payments and progress billings
|
|
|
376,300
|
|
|
|
321,629
|
|
Accrued warranties
|
|
|
62,351
|
|
|
|
58,947
|
|
Other accrued liabilities
|
|
|
163,249
|
|
|
|
203,498
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
|
1,023,324
|
|
|
|
926,784
|
|
|
|
|
|
|
|
|
|
|
Long-term Obligations
|
|
|
396,326
|
|
|
|
523,890
|
|
Other Non-current Liabilities:
|
|
|
|
|
|
|
|
|
Liabilities for postretirement benefits
|
|
|
26,536
|
|
|
|
27,817
|
|
Accrued pension costs
|
|
|
428,348
|
|
|
|
576,140
|
|
Other
|
|
|
54,113
|
|
|
|
139,909
|
|
|
|
|
|
|
|
|
|
|
Total Other Non-current Liabilities
|
|
|
508,997
|
|
|
|
743,866
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
-
|
|
|
|
-
|
|
Shareholders Equity:
|
|
|
|
|
|
|
|
|
Common stock, $1 par value (authorized
150,000,000 shares; 127,402,894 and 126,285,641 shares
issued at October 29, 2010 and October 30, 2009,
respectively)
|
|
|
127,403
|
|
|
|
126,286
|
|
Capital in excess of par value
|
|
|
1,002,169
|
|
|
|
943,046
|
|
Retained earnings (see footnote 1)
|
|
|
1,709,059
|
|
|
|
1,320,226
|
|
Treasury stock (23,873,159 shares)
|
|
|
(1,116,623
|
)
|
|
|
(1,116,623
|
)
|
Accumulated other comprehensive loss
|
|
|
(379,642
|
)
|
|
|
(472,224
|
)
|
|
|
|
|
|
|
|
|
|
Total Shareholders Equity
|
|
|
1,342,366
|
|
|
|
800,711
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity
|
|
$
|
3,271,013
|
|
|
$
|
2,995,251
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
F-9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years Ended
|
|
|
|
October 29,
|
|
|
October 30,
|
|
|
October 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
461,499
|
|
|
$
|
454,650
|
|
|
$
|
374,278
|
|
Gain on sale of discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,141
|
)
|
Depreciation and amortization
|
|
|
59,749
|
|
|
|
58,570
|
|
|
|
71,423
|
|
Change in deferred income taxes, net of change in valuation
allowance
|
|
|
8,262
|
|
|
|
(2,144
|
)
|
|
|
(17,486
|
)
|
Contributions to retiree benefit plans
|
|
|
(117,361
|
)
|
|
|
(30,774
|
)
|
|
|
(62,498
|
)
|
Retiree benefit plan expense
|
|
|
52,749
|
|
|
|
16,659
|
|
|
|
22,066
|
|
Other, net
|
|
|
1,808
|
|
|
|
6,609
|
|
|
|
(5,803
|
)
|
Changes in Working Capital Items:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in accounts receivable, net
|
|
|
(66,247
|
)
|
|
|
108,859
|
|
|
|
(43,973
|
)
|
Change in inventories
|
|
|
(6,059
|
)
|
|
|
77,872
|
|
|
|
(136,646
|
)
|
Change in other current assets
|
|
|
(16,044
|
)
|
|
|
20,005
|
|
|
|
(47,876
|
)
|
Change in trade accounts payable
|
|
|
83,368
|
|
|
|
(101,455
|
)
|
|
|
81,905
|
|
Change in employee compensation and benefits
|
|
|
10,270
|
|
|
|
1,033
|
|
|
|
49,037
|
|
Change in advance payments and progress billings
|
|
|
46,530
|
|
|
|
(210,276
|
)
|
|
|
214,527
|
|
Change in other accrued liabilities
|
|
|
64,965
|
|
|
|
52,353
|
|
|
|
79,472
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
583,489
|
|
|
|
451,961
|
|
|
|
577,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of businesses, net of cash acquired
|
|
|
-
|
|
|
|
(11,184
|
)
|
|
|
(255,574
|
)
|
Property, plant and equipment acquired
|
|
|
(73,474
|
)
|
|
|
(94,128
|
)
|
|
|
(84,205
|
)
|
Proceeds from sale of property, plant and equipment
|
|
|
418
|
|
|
|
1,779
|
|
|
|
2,184
|
|
Other, net
|
|
|
(1,859
|
)
|
|
|
(481
|
)
|
|
|
8,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by investment activities
|
|
|
(74,915
|
)
|
|
|
(104,014
|
)
|
|
|
(328,665
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment awards
|
|
|
36,419
|
|
|
|
3,953
|
|
|
|
30,341
|
|
Dividends paid
|
|
|
(72,088
|
)
|
|
|
(71,596
|
)
|
|
|
(67,426
|
)
|
Change in short and long-term obligations, net
|
|
|
(146,176
|
)
|
|
|
(26,212
|
)
|
|
|
165,643
|
|
Financing fees
|
|
|
(3,211
|
)
|
|
|
-
|
|
|
|
(1,495
|
)
|
Purchase of treasury stock
|
|
|
-
|
|
|
|
(13,706
|
)
|
|
|
(307,706
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by financing activities
|
|
|
(185,056
|
)
|
|
|
(107,561
|
)
|
|
|
(180,643
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Exchange Rate Changes on Cash and
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Equivalents
|
|
|
20,378
|
|
|
|
29,724
|
|
|
|
(39,650
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in Cash and Cash Equivalents
|
|
|
343,896
|
|
|
|
270,110
|
|
|
|
28,327
|
|
Cash and Cash Equivalents at Beginning of Year
|
|
|
471,685
|
|
|
|
201,575
|
|
|
|
173,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at End of Year
|
|
$
|
815,581
|
|
|
$
|
471,685
|
|
|
|
201,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
28,732
|
|
|
$
|
31,233
|
|
|
$
|
31,564
|
|
Income taxes paid
|
|
|
147,954
|
|
|
|
194,341
|
|
|
|
110,050
|
|
See Notes to Consolidated Financial Statements
F-10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Common
|
|
|
Capital in
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
Stock
|
|
|
Excess of
|
|
|
Retained
|
|
|
Treasury
|
|
|
Comprehensive
|
|
|
|
|
|
|
Amount
|
|
|
Par Value
|
|
|
Earnings
|
|
|
Stock
|
|
|
Income (Loss)
|
|
|
Total
|
|
|
Balance at October 26, 2007, as restated (see
footnote 1)
|
|
$
|
124,906
|
|
|
$
|
863,532
|
|
|
$
|
631,386
|
|
|
$
|
(795,211
|
)
|
|
$
|
(113,647
|
)
|
|
$
|
710,966
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
374,278
|
|
|
|
-
|
|
|
|
-
|
|
|
|
374,278
|
|
Change in pension liability, net of taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(87,859
|
)
|
|
|
(87,859
|
)
|
Derivative instrument fair market value adjustment, net of taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(23,454
|
)
|
|
|
(23,454
|
)
|
Currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(120,960
|
)
|
|
|
(120,960
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock purchased
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(307,706
|
)
|
|
|
-
|
|
|
|
(307,706
|
)
|
Share based payment award expense
|
|
|
-
|
|
|
|
13,738
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
13,738
|
|
Dividends ( $0.625 per share)
|
|
|
-
|
|
|
|
356
|
|
|
|
(67,782
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(67,426
|
)
|
Issuance of share based payment awards
|
|
|
202
|
|
|
|
(2,463
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,261
|
)
|
Exercise of stock options
|
|
|
864
|
|
|
|
17,468
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,332
|
|
Tax benefit from share based payment awards
|
|
|
-
|
|
|
|
12,011
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,011
|
|
Impact of FIN 48 adoption
|
|
|
-
|
|
|
|
-
|
|
|
|
(213
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(213
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at October 31, 2008, as restated (see
footnote 1)
|
|
$
|
125,972
|
|
|
$
|
904,642
|
|
|
$
|
937,669
|
|
|
$
|
(1,102,917
|
)
|
|
$
|
(345,920
|
)
|
|
$
|
519,446
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
454,650
|
|
|
|
-
|
|
|
|
-
|
|
|
|
454,650
|
|
Change in pension liability, net of taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(222,696
|
)
|
|
|
(222,696
|
)
|
Derivative instrument fair market value adjustment, net of taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
19,412
|
|
|
|
19,412
|
|
Currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
76,980
|
|
|
|
76,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
328,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock purchased
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(13,706
|
)
|
|
|
-
|
|
|
|
(13,706
|
)
|
Share based payment award expense
|
|
|
-
|
|
|
|
18,676
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,676
|
|
Dividends ( $0.70 per share)
|
|
|
-
|
|
|
|
497
|
|
|
|
(72,093
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(71,596
|
)
|
Issuance of share based payment awards
|
|
|
154
|
|
|
|
(2,220
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,066
|
)
|
Deferred tax adjustment
|
|
|
-
|
|
|
|
10,491
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,491
|
|
Exercise of stock options
|
|
|
160
|
|
|
|
2,620
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,780
|
|
Tax benefit from share based payment awards
|
|
|
-
|
|
|
|
8,340
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at October 30, 2009, as restated (see
footnote 1)
|
|
$
|
126,286
|
|
|
$
|
943,046
|
|
|
$
|
1,320,226
|
|
|
$
|
(1,116,623
|
)
|
|
$
|
(472,224
|
)
|
|
$
|
800,711
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
461,499
|
|
|
|
-
|
|
|
|
-
|
|
|
|
461,499
|
|
Change in pension liability, net of taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
64,542
|
|
|
|
64,542
|
|
Derivative instrument fair market value adjustment, net of taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,249
|
|
|
|
3,249
|
|
Currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24, 791
|
|
|
|
24,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
554,081
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based payment award expense
|
|
|
-
|
|
|
|
25,012
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
25,012
|
|
Dividends ( $0.70 per share)
|
|
|
-
|
|
|
|
578
|
|
|
|
(72,666
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(72,088
|
)
|
Issuance of share based payment awards
|
|
|
69
|
|
|
|
(1,838
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,769
|
)
|
Exercise of stock options
|
|
|
1,048
|
|
|
|
27,299
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
28,347
|
|
Tax benefit from share based payment awards
|
|
|
-
|
|
|
|
8,072
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,072
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at October 29, 2010, as restated (see
footnote 1)
|
|
$
|
127,403
|
|
|
$
|
1,002,169
|
|
|
$
|
1,709,059
|
|
|
$
|
(1,116,623
|
)
|
|
$
|
(379,642
|
)
|
|
$
|
1,342,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
F-11
|
|
1.
|
Description
of Business
|
Joy Global Inc. (the Company) is a worldwide leader
in high productivity mining solutions, and we manufacture and
market original equipment and aftermarket parts and services for
both underground and surface mining and certain industrial
applications. Our equipment is used in major mining regions
throughout the world to mine coal, copper, iron ore, oil sands
and other minerals. We operate in two business segments:
underground mining machinery (Joy Mining Machinery or
Joy) and surface mining equipment (P&H Mining
Equipment or P&H). Joy is a major manufacturer
of underground mining equipment for the extraction of coal and
other bedded minerals and offers comprehensive service locations
near major mining regions worldwide. P&H is a major
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.
In the third quarter of fiscal 2011, the Company adjusted total
shareholders equity and deferred income taxes by
$13.0 million to correct an error in a deferred tax asset
valuation allowance that was originally recorded in 2006. These
financial statements have been adjusted to reflect the
adjustment. The adjustment impacts the Consolidated Balance
Sheet as of October 29, 2010 and October 30, 2009, the
Consolidated Statement of Shareholders Equity as of
October 29, 2010, October 30, 2009, October 31,
2008 and October 26, 2007, Note 5Income Taxes,
Note 21Segment Information and
Note 22Subsidiary Guarantors.
|
|
2.
|
Significant
Accounting Policies
|
Our significant accounting policies are as follows:
Basis of Presentation and Principles of
Consolidation
The Consolidated Financial
Statements are presented in accordance with accounting
principles generally accepted in the United States
(GAAP). The Consolidated Financial Statements
include the accounts of Joy Global Inc. and our subsidiaries,
all of which are wholly owned. All significant intercompany
balances and transactions have been eliminated.
Use of Estimates
The preparation of
financial statements in conformity with GAAP requires us to make
estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements,
and the reported amounts of revenues and expenses during the
reporting period. Ultimate realization of assets and settlement
of liabilities in the future could differ from those estimates.
Cash Equivalents
All highly liquid
investments with original maturities of three months or less
when issued are considered cash equivalents. These primarily
consist of money market funds and to a lesser extent,
certificates of deposit and commercial paper. Cash equivalents
were $517.7 million and $201.7 million at
October 29, 2010 and October 30, 2009, respectively.
Inventories
Our 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 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.
Property, Plant and Equipment
Property, plant and equipment are stated at historical
cost. Expenditures for major renewals and improvements are
capitalized, while maintenance and repair costs that do not
significantly improve the related asset or extend its useful
life are charged to expense as incurred. For financial reporting
purposes, plant and equipment are depreciated primarily by the
straight-line method over the estimated useful lives of the
assets which generally range from 5 to 45 years for
improvements, from 10 to 45 years for buildings, from 3 to
12 years for machinery and equipment and 3 to 5 years
for software.
F-12
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Depreciation expense was $51.5 million, $49.3 million
and $48.8 million for 2010, 2009, and 2008, respectively.
Depreciation claimed for income tax purposes is computed by
accelerated methods.
Impairment of Long-Lived Assets
We
assess the realizability of our held and used long-lived assets
to evaluate such assets for impairment whenever events or
circumstances indicate that the carrying amount of such assets
(or group of assets) may not be recoverable. Impairment is
determined to exist if the estimated future undiscounted cash
flows related to such assets are less than the carrying value.
If impairment is determined to exist, any related impairment
loss is calculated based on the fair value of the asset compared
to its carrying value.
Goodwill and Intangible Assets
Intangible assets include drawings, patents, trademarks,
technology, customer relationships and other specifically
identifiable assets. Indefinite-lived intangible assets are not
being amortized. Assets not subject to amortization are
evaluated for impairment annually or more frequently if events
or changes occur that suggest impairment in carrying value.
Finite-lived intangible assets are amortized to reflect the
pattern of economic benefits consumed, which is primarily the
straight-line method. Intangible assets that are subject to
amortization are evaluated for potential impairment whenever
events or circumstances indicate that the carrying amount may
not be recoverable.
Goodwill represents the excess of the purchase price over the
fair value of identifiable net assets acquired in a business
combination. Goodwill is tested for impairment using the
two-step approach, in accordance with Accounting Standards
Codification (ASC) No. 350, Goodwill and
Other. 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
units carrying amount is greater than its fair value. We
recognize an impairment charge if the carrying amount of a
reporting unit exceeds its fair value and the carrying amount of
the reporting units goodwill exceeds the implied fair
value of that goodwill. The fair value of goodwill is
established using the discounted cash flow method and market
approach. We performed our goodwill impairment testing in the
fourth quarter of fiscal 2010 and no impairment was identified.
Risks and Uncertainties
As of
October 29, 2010, we employed 11,900 employees
worldwide, with 5,600 employed in the United States. Collective
bargaining agreements or similar type arrangements cover 37% of
our U.S. workforce and 30% of our international employees.
In 2011, union agreements are to expire for 3% of our employees
with the largest covering the AMICUS union at our facilities in
the United Kingdom and the Teamster Union at our facility in
Meadowlands, Pennsylvania.
Foreign Currency Translation
Exchange
gains or losses incurred on transactions conducted by one of our
operations in a currency other than the operations
functional currency are normally reflected in cost of sales in
our Consolidated Statement of Income. An exception is made where
the transaction is a long-term intercompany loan that is not
expected to be repaid in the foreseeable future, in which case
the transaction gain or loss is included in shareholders
equity as an element of accumulated other comprehensive income
(loss). Assets and liabilities of international operations that
have a functional currency that is not the U.S. dollar are
translated into U.S. dollars at year-end exchange rates and
revenue and expense items are translated using weighted average
exchange rates. Any adjustments arising on translations are
included in shareholders equity as an element of
accumulated other comprehensive income (loss). Assets and
liabilities of operations which have the U.S. dollar as
their functional currency (but which maintain their accounting
records in local currency) have their values remeasured into
U.S. dollars at year-end exchange rates, except for
non-monetary items for which historical rates are used. Exchange
gains or losses arising on remeasurement of the values into
U.S. dollars are recognized in cost of sales. Pre-tax
foreign exchange gains included in operating income were
$5.7 million, $0.4 million, and $3.3 million in
2010, 2009, and 2008, respectively.
F-13
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Foreign Currency Hedging and Derivative Financial
Instruments
We enter into derivative
contracts, primarily foreign currency forward contracts, to
protect against fluctuations in exchange rates. These contracts
are for committed transactions, and receivables and payables
denominated in foreign currencies and not for speculative
purposes. ASC No. 815, Derivatives and Hedging,
requires companies to record derivatives on the balance sheet as
assets or liabilities, measured at fair value, if certain
designation and documentation requirements are established at
hedge inception. Any changes in fair value of these instruments
are recorded in the income statement as cost of sales or in the
balance sheet as other comprehensive income (loss).
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 the
percentage-of-completion
method. We generally recognize revenue using the
percentage-of-completion
method for original equipment. When using the
percentage-of-completion
method, sales and gross profit are recognized as work is
performed based on the relationship between actual costs
incurred and total estimated costs at completion. Sales and
gross profit are adjusted prospectively for revisions in
estimated total contract costs and contract values. Estimated
losses are recognized in full when identified.
We have life cycle management contracts with customers to supply
parts and service for terms of 1 to 13 years. These
contracts are established based on the conditions the equipment
will be operating in, the time horizon that the program will
cover, and the expected operating cycle that will be required
for the equipment. Based on this information, a model is created
representing the projected costs and revenues of servicing the
respective machines over the specified contract terms.
Accounting for these contracts requires us to make various
estimates, including estimates of the relevant machines
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.
We have customer agreements that are multiple element
arrangements as defined by 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.
Comprehensive Income (Loss)
ASC
No. 220, Comprehensive Income, requires the
reporting of comprehensive income in addition to net income.
Comprehensive income is a more inclusive financial reporting
method that includes disclosure of financial information that
historically has not been recognized in the calculation of net
income. We have chosen to report Comprehensive Income (Loss) and
Accumulated
F-14
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Other Comprehensive Income (Loss) which encompasses net income,
foreign currency translation, unrecognized pension obligations,
and unrealized gain (loss) on derivatives in the Consolidated
Statement of Shareholders Equity. Accumulated other
comprehensive loss consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 29,
|
|
|
October 30,
|
|
|
October 31,
|
|
In millions
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Unrecognized pension and other postretirement obligations
|
|
$
|
(436.1
|
)
|
|
$
|
(500.6
|
)
|
|
$
|
(278.0
|
)
|
Unrealized gain (loss) on derivatives
|
|
|
2.7
|
|
|
|
(0.6
|
)
|
|
|
(19.9
|
)
|
Foreign currency translation
|
|
|
53.8
|
|
|
|
29.0
|
|
|
|
(48.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss
|
|
$
|
(379.6
|
)
|
|
$
|
(472.2
|
)
|
|
$
|
(345.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The unrecognized pension and other postretirement obligation is
net of a $103.5 million, $125.6 and $47.3 million
income tax benefit as of October 29, 2010, October 30,
2009 and October 31, 2008, respectively. Unrealized (loss)
gain on derivatives is net of $1.4 million,
$(0.3) million, and $(11.9) million of income tax
effects at October 29, 2010, October 30, 2009 and
October 31, 2008, respectively.
Sales Incentives
In accordance with
ASC
No. 605-50,
Customer Payments and Incentives, we account for
cash consideration (such as sales incentives and cash discounts)
given to our customers or resellers as a reduction of net sales.
Allowance for Doubtful Accounts
We
establish an allowance for doubtful accounts on a specific
account identification basis through a review of several
factors, including the aging status of our customers
accounts, financial condition of our customers, and
historical collection experience.
Shipping and Handling Fees and Costs
We account for shipping and handling fees and costs in
accordance with ASC
No. 605-45,
Principal Agent Considerations. Under ASC
No. 605-45,
amounts billed to a customer in a sale transaction related to
shipping costs are reported as net sales and the related costs
incurred for shipping are reported as cost of sales.
Income Taxes
Deferred income taxes are
recognized for the tax consequences of temporary differences by
applying enacted statutory tax rates applicable to future years
to differences between the financial statement carrying amounts
and the tax bases of existing assets and liabilities, and for
tax loss carryforwards. Valuation allowances are provided for
deferred tax assets where it is considered more likely than not
that we will not realize the benefit of such assets. Certain tax
benefits existed as of our emergence from protection under
Chapter 11 of the U.S. Bankruptcy Code in 2001 but were
offset by valuation allowances. Realization of net operating
loss, tax credits, and other deferred tax benefits from
pre-emergence attributes will be credited to additional paid in
capital.
Research and Development Expenses
Research and development costs are expensed as incurred.
Such costs incurred in the development of new products or
significant improvements to existing products amounted to
$29.8 million, $22.3 million and $16.4 million
for fiscal 2010, 2009, and 2008, respectively.
Earnings Per Share
Basic earnings per
share is computed by dividing net earnings by the weighted
average number of common shares outstanding during the reporting
period. Diluted earnings per share is computed similar to basic
earnings per share except that the weighted average number of
shares outstanding is increased to include additional shares
from the assumed exercise of stock options, performance shares,
and restricted stock units if dilutive. See
Note 9
Earnings Per Share
for
further information.
Accounting For Share-Based Compensation
We account for awards of stock in accordance with ASC
No. 718, Compensation Stock
Compensation. ASC No. 718 requires measurement of the
cost of employee services received in exchange for an award of
equity instruments based on the grant date fair value
F-15
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
of the award. Compensation expense is recognized using the
straight-line method over the vesting period of the award.
Reclassifications
Certain prior year
amounts have been reclassified to conform to the current year
presentation. The reclassifications did not impact net income or
earnings per share.
New Accounting Pronouncements
In
December 2009, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update
(ASU)
No. 2009-17,
Consolidations (Topic 810): Improvements to Financial
Reporting by Enterprises Involved with Variable Interest
Entities. ASU
No. 2009-17
clarifies how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting
should be consolidated. This statement is effective for us
beginning in the first quarter of fiscal 2011 (which commenced
on October 30, 2010). We do not expect a material impact
from the adoption of ASU
No. 2009-17
on our consolidated financial statements.
In October 2009, FASB issued ASU
No. 2009-13,
Revenue Recognition (Topic 605): Multiple-Deliverable
Revenue Arrangementsa consensus of the FASB Emerging
Issues Task Force. ASU
No. 2009-13
establishes the accounting and reporting guidance for
arrangements under which a vendor will perform multiple
revenue-generating activities. Specifically, this ASU addresses
how to separate deliverables and how to measure and allocate
arrangement consideration to one or more units of accounting.
This statement is effective for us beginning in the first
quarter of fiscal 2011 (which commenced on October 30,
2010) and, when adopted, will change our accounting
treatment for multiple-element revenue arrangements on a
prospective basis. We do not expect a material impact from the
adoption of ASU
No. 2009-13
on our consolidated financial statements.
In June 2009, FASB issued SFAS No. 167,
Amendments to FASB Interpretation No. 46(R).
SFAS No. 167 changes how a company determines when an
entity that is insufficiently capitalized or is not controlled
through voting should be consolidated. The determination of
whether a company is required to consolidate an entity is based
on, among other things, an entitys purpose and design and
a companys ability to direct the activities of the entity
that most significantly impact the entitys economic
performance. This statement is effective for us in fiscal 2011.
We do not expect a material impact from the adoption of
SFAS No. 167 on our consolidated financial statements.
In December 2007, FASB issued ASC No. 805, Business
Combinations. ASC No. 805 requires the measurement at
fair value of assets acquired, the liabilities assumed, and any
non-controlling interest in the acquiree as of the acquisition
date. ASC No. 805 also requires that acquisition related
costs and costs to restructure the acquiree be expensed as
incurred. ASC No. 805 became effective for us beginning in
fiscal 2010. The adoption of ASC No. 805 did not have a
significant effect on our consolidated financial statements and
related disclosures.
In December 2007, FASB issued ASC No. 810,
Consolidation. The objective of ASC No. 810 is
to improve the transparency and comparability of financial
information that is provided as it relates to a parent and
non-controlling interests. ASC No. 810 requires clear
identification of ownership interests in subsidiaries held by
other parties and the amount of consolidated net income
attributable to the parent and other parties. The codification
also requires changes in parent ownership interests to be
accounted for consistently, while the parent retains its
controlling interest in the subsidiary. ASC No. 810 became
effective for us beginning in fiscal 2010. The adoption of ASC
No. 810 did not have a significant effect on our
consolidated financial statements and related disclosures.
F-16
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
|
|
3.
|
Goodwill
and Intangible Assets
|
The gross carrying amount and accumulated amortization of our
intangible assets other than goodwill as of October 29,
2010 and October 30, 2009, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
October 29, 2010
|
|
|
October 30, 2009
|
|
|
|
Average
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Amortization
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Accumulated
|
|
In thousands
|
|
Period
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Amortization
|
|
|
Finite lived other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering drawings
|
|
6 years
|
|
$
|
2,900
|
|
|
$
|
(2,054
|
)
|
|
$
|
2,900
|
|
|
$
|
(1,571
|
)
|
Customer relationships
|
|
20 years
|
|
|
105,200
|
|
|
|
(18,323
|
)
|
|
|
105,200
|
|
|
|
(12,754
|
)
|
Backlog
|
|
1 year
|
|
|
7,295
|
|
|
|
(7,127
|
)
|
|
|
16,389
|
|
|
|
(16,132
|
)
|
Non-compete agreements
|
|
5 years
|
|
|
5,800
|
|
|
|
(4,403
|
)
|
|
|
5,800
|
|
|
|
(3,419
|
)
|
Patents
|
|
17 years
|
|
|
21,206
|
|
|
|
(7,964
|
)
|
|
|
21,123
|
|
|
|
(6,851
|
)
|
Unpatented technology
|
|
31 years
|
|
|
1,236
|
|
|
|
(335
|
)
|
|
|
1,235
|
|
|
|
(283
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
17 years
|
|
|
143,637
|
|
|
|
(40,206
|
)
|
|
|
152,647
|
|
|
|
(41,010
|
)
|
Indefinite lived other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks
|
|
|
|
|
75,400
|
|
|
|
-
|
|
|
|
75,400
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other intangible assets
|
|
|
|
$
|
219,037
|
|
|
$
|
(40,206
|
)
|
|
$
|
228,047
|
|
|
$
|
(41,010
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reduction in backlog gross carrying amount and accumulated
amortization represents amounts that have been fully amortized
at the beginning of our fiscal year.
Changes in the carrying amount of goodwill in 2010 and 2009 are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underground
|
|
|
Surface
|
|
|
|
|
|
|
Mining
|
|
|
Mining
|
|
|
|
|
In thousands
|
|
Machinery
|
|
|
Equipment
|
|
|
Consolidated
|
|
|
Balance as of October 31, 2008
|
|
$
|
117,671
|
|
|
$
|
7,323
|
|
|
$
|
124,994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill acquired during the year
|
|
|
3,911
|
|
|
|
-
|
|
|
|
3,911
|
|
Translation adjustments and other
|
|
|
(3,708
|
)
|
|
|
2,535
|
|
|
|
(1,173
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of October 30, 2009
|
|
|
117,874
|
|
|
|
9,858
|
|
|
|
127,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustments and other
|
|
|
(2,737
|
)
|
|
|
691
|
|
|
|
(2,046
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of October 29, 2010
|
|
$
|
115,137
|
|
|
$
|
10,549
|
|
|
$
|
125,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for finite-lived intangible assets was
$8.2 million, $9.3 million and $16.2 million, for
fiscal 2010, 2009, and 2008, respectively.
F-17
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Estimated future annual amortization expense is as follows:
|
|
|
|
|
In thousands
|
|
|
|
|
For the fiscal year ending:
|
|
|
|
|
2011
|
|
$
|
8,189
|
|
2012
|
|
|
7,225
|
|
2013
|
|
|
6,496
|
|
2014
|
|
|
6,393
|
|
2015
|
|
|
6,343
|
|
|
|
4.
|
Borrowings
and Credit Facilities
|
On October 27, 2010, we entered into a $500.0 million
unsecured revolving credit facility (Credit
Agreement) set to expire on November 3, 2014. We took
a pre-tax charge of $0.3 million related to deferred
financing costs associated with the termination of our
$400.0 million unsecured revolving credit facility that was
set to expire on November 10, 2011. Under the terms of the
new agreement we pay a commitment fee ranging from 0.25% to 0.5%
on the unused portion of the revolving credit facility based on
our credit rating. Outstanding borrowings bear interest equal to
the London Interbank Offered Rate (LIBOR) (defined
as applicable LIBOR rate for the equivalent interest period plus
1.75% to 2.75%) or the Base Rate (defined as the highest of the
Prime Rate, Federal Funds Effective Rate plus 0.5%, or
Eurodollar Rate plus 1.0%) at our option. The Credit Agreement
requires the maintenance of certain financial covenants
including leverage and interest coverage ratios. The Credit
Agreement also restricts payment of dividends or other return of
capital when the consolidated leverage ratio exceeds a stated
level amount.
On October 22, 2010, we repaid the $131.3 million
remaining balance of the $175 million term loan which was
used to fund our acquisition of the Continental business. We
recorded a pre-tax charge of $0.4 million related to the
deferred financing cost on the term loan that was initially due
October 31, 2011.
At October 29, 2010, there were no direct borrowings under
the Credit Agreement. Outstanding letters of credit issued under
the Credit Agreement, which count toward the $500.0 million
credit limit, totaled $181.9 million. At October 29,
2010, there was $318.1 million available for borrowings
under the Credit Agreement.
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 substantially identical notes that are 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.
F-18
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Direct borrowings and capital lease obligations consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
October 29,
|
|
|
October 30,
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
Domestic:
|
|
|
|
|
|
|
|
|
6.0% senior notes due 2016
|
|
$
|
247,677
|
|
|
$
|
247,366
|
|
6.625% senior notes to 2036
|
|
|
148,417
|
|
|
|
148,395
|
|
Term loan
|
|
|
-
|
|
|
|
144,375
|
|
Capital leases and other
|
|
|
5
|
|
|
|
150
|
|
Foreign:
|
|
|
|
|
|
|
|
|
Capital leases and other
|
|
|
569
|
|
|
|
1,931
|
|
Short-term notes payable and bank overdrafts
|
|
|
1,208
|
|
|
|
1,464
|
|
|
|
|
|
|
|
|
|
|
|
|
|
397,876
|
|
|
|
543,681
|
|
Less: amounts due within one year
|
|
|
(1,550
|
)
|
|
|
(19,791
|
)
|
|
|
|
|
|
|
|
|
|
Long-term obligations
|
|
$
|
396,326
|
|
|
$
|
523,890
|
|
|
|
|
|
|
|
|
|
|
The aggregate maturities of debt for credit agreements in place
at October 29, 2010 consist of the following (in thousands):
|
|
|
|
|
2011
|
|
$
|
1,550
|
|
2012
|
|
|
197
|
|
2013
|
|
|
35
|
|
2014
|
|
|
-
|
|
2015
|
|
|
-
|
|
Thereafter
|
|
|
396,094
|
|
The provision for income taxes included in the Consolidated
Statement of Income consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Current provision
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
32,679
|
|
|
$
|
106,304
|
|
|
$
|
64,646
|
|
State
|
|
|
4,889
|
|
|
|
19,056
|
|
|
|
15,843
|
|
Foreign
|
|
|
91,889
|
|
|
|
38,219
|
|
|
|
61,042
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current
|
|
|
129,457
|
|
|
|
163,579
|
|
|
|
141,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred provision (benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
83,357
|
|
|
|
51,538
|
|
|
|
18,057
|
|
State
|
|
|
2,346
|
|
|
|
-
|
|
|
|
128
|
|
Foreign
|
|
|
2,365
|
|
|
|
12,873
|
|
|
|
(5,766
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred
|
|
|
88,068
|
|
|
|
64,411
|
|
|
|
12,419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total provision for income taxes
|
|
$
|
217,525
|
|
|
$
|
227,990
|
|
|
$
|
153,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Federal deferred provision includes $16.0 million of
net operating losses used in fiscal 2010, 2009 and 2008. The
foreign deferred provision includes $0.2 million,
$13.3 million and $1.8 million, respectively,
F-19
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
of net operating losses used in fiscal 2010, 2009 and 2008,
respectively. The Federal deferred provision also includes
utilization of foreign tax credits of $14.3 million in
fiscal 2010. During 2010, we recognized $1.9 million of
current tax benefit relating to a tax holiday in China. The tax
holiday will expire in 2012.
The domestic and foreign components of income from continuing
operations before income taxes were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Domestic income
|
|
$
|
386,913
|
|
|
$
|
433,332
|
|
|
$
|
324,053
|
|
Foreign income
|
|
|
292,111
|
|
|
|
249,308
|
|
|
|
203,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax income from continuing operations
|
|
$
|
679,024
|
|
|
$
|
682,640
|
|
|
$
|
527,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reconciliation between the income tax provision recognized
in our Consolidated Statement of Income and the income tax
provision computed by applying the statutory federal income tax
rate to the income from continuing operations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Income tax computed at federal statutory tax rate
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
Sub-part F
income and foreign dividends
|
|
|
(0.1
|
)
|
|
|
(0.5
|
)
|
|
|
(8.1
|
)
|
Differences in foreign and U.S. tax rates
|
|
|
(3.7
|
)
|
|
|
(3.0
|
)
|
|
|
(3.6
|
)
|
State income taxes, net of federal tax impact
|
|
|
0.7
|
|
|
|
1.8
|
|
|
|
2.2
|
|
Resolution of prior years tax issues
|
|
|
(1.2
|
)
|
|
|
(0.3
|
)
|
|
|
2.1
|
|
Valuation allowance
|
|
|
0.2
|
|
|
|
0.1
|
|
|
|
(0.6
|
)
|
Other items, net
|
|
|
1.1
|
|
|
|
0.3
|
|
|
|
2.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.0
|
%
|
|
|
33.4
|
%
|
|
|
29.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The components of the net deferred tax asset are as follows:
|
|
|
|
|
|
|
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Employee benefit related items
|
|
$
|
156,465
|
|
|
$
|
225,618
|
|
Tax credit carryforwards
|
|
|
22,990
|
|
|
|
37,815
|
|
Tax loss carryforwards
|
|
|
152,345
|
|
|
|
161,702
|
|
Inventories
|
|
|
16,914
|
|
|
|
27,965
|
|
Other, net
|
|
|
21,705
|
|
|
|
25,880
|
|
Valuation allowance
|
|
|
(123,512
|
)
|
|
|
(113,604
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
246,907
|
|
|
|
365,376
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization in excess of book expense
|
|
|
15,957
|
|
|
|
16,724
|
|
Other, net
|
|
|
9,385
|
|
|
|
4,500
|
|
Intangibles
|
|
|
54,563
|
|
|
|
68,700
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
79,905
|
|
|
|
89,924
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset
|
|
$
|
167,002
|
|
|
$
|
275,452
|
|
|
|
|
|
|
|
|
|
|
F-20
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
The net deferred tax assets are reflected in the accompanying
balance sheets as follows:
|
|
|
|
|
|
|
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
Current deferred tax assets
|
|
$
|
48,320
|
|
|
$
|
58,890
|
|
Long term deferred tax asset
|
|
|
149,654
|
|
|
|
321,561
|
|
Current deferred tax liability
|
|
|
(2,750
|
)
|
|
|
-
|
|
Long term deferred tax liability
|
|
|
(28,222
|
)
|
|
|
(104,999
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset
|
|
$
|
167,002
|
|
|
$
|
275,452
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the components of our loss and
credit carryforward.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and Credit Carryforward Summary
|
|
|
Amount
|
|
Valuation
|
|
|
Description - In millions
|
|
Gross
|
|
Benefit
|
|
Allowance
|
|
Expiration Date(s)
|
|
U.S. federal operating losses
|
|
$
|
74.3
|
|
|
$
|
26.0
|
|
|
|
-
|
|
|
|
2020
|
|
Foreign capital losses
|
|
|
61.5
|
|
|
|
16.6
|
|
|
|
16.2
|
|
|
|
None
|
|
U.S. state operating losses
|
|
|
2,035.0
|
|
|
|
104.8
|
|
|
|
102.4
|
|
|
|
Various
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign losses
|
|
|
19.0
|
|
|
|
4.9
|
|
|
|
4.6
|
|
|
|
$1.1 - None
$3.8 2011 to 2019
|
|
General business tax credits
|
|
|
N/A
|
|
|
|
4.9
|
|
|
|
-
|
|
|
|
2012 - 2013
|
|
Alternative minimum tax credits
|
|
|
N/A
|
|
|
|
4.3
|
|
|
|
-
|
|
|
|
None
|
|
Foreign tax credits
|
|
|
N/A
|
|
|
|
12.5
|
|
|
|
-
|
|
|
|
Starting 2016
|
|
Various international tax credits
|
|
|
N/A
|
|
|
|
1.3
|
|
|
|
0.3
|
|
|
|
None
|
|
Because our Plan of Reorganization provided for substantial
changes in our ownership, there are annual limitations on all of
U.S. federal net operating loss carryforwards remaining at
October 29, 2010. The U.S. state limitations vary by
taxing jurisdiction.
At least annually, we reassess our need for valuation allowances
and adjust the allowance balances where it is appropriate based
upon past, current, and projected profitability in the various
geographic locations in which we conduct business and available
tax strategies. Additionally, the U.S. carryforwards were
reduced upon emergence from bankruptcy due to the rules and
regulations in the Internal Revenue Code related to cancellation
of indebtedness income that is excluded from taxable income.
These adjustments are included in the net operating loss values
detailed above.
Valuation allowances currently recorded that arose in
pre-emergence years requires us to apply fresh start accounting.
As of October 29, 2010, there were $68.8 million of
valuation reserves against pre-emergence net operating loss
carryforwards. For 2008 the amount of valuation reserves
reversed to additional paid in capital totaled
$1.0 million. During 2009, an adjustment of
$10.5 million was made to paid in capital that related to a
pre-bankruptcy item.
As of October 29, 2010, U.S. income taxes, net of
foreign taxes paid or payable, have not been provided on the
undistributed profits of foreign subsidiaries as all
undistributed profits of foreign subsidiaries are deemed to be
permanently reinvested outside of the U.S. It is not
practical to determine the United States federal income tax
liability, if any, which would be payable if such earnings were
not permanently reinvested. Such unremitted earnings of
subsidiaries, which have been or are intended to be permanently
reinvested were $491.7 million at October 29, 2010.
F-21
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Unrecognized tax benefits are as follows:
|
|
|
|
|
|
|
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
Balance, beginning of year
|
|
$
|
18,885
|
|
|
$
|
23,381
|
|
Settlements
|
|
|
(11,613
|
)
|
|
|
(7,092
|
)
|
Additions for current year tax positions
|
|
|
6,746
|
|
|
|
-
|
|
Additions for prior year tax positions
|
|
|
-
|
|
|
|
4,847
|
|
Reductions for prior year tax positions
|
|
|
-
|
|
|
|
(1,425
|
)
|
Reductions for changes in judgments
|
|
|
(7,272
|
)
|
|
|
(826
|
)
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
6,746
|
|
|
$
|
18,885
|
|
|
|
|
|
|
|
|
|
|
As of October 29, 2010, $5.2 million of the net
unrecognized tax benefit would affect the effective tax rate if
recognized. As of October 29, 2010 and October 30,
2009, total interest and penalties of approximately
$0.7 million and $1.7 million, respectively, were
recorded as part of unrecognized tax benefits on the
Consolidated Balance Sheet. It is not expected that the total
amount of unrecognized tax benefit will decrease within the next
twelve months.
With respect to tax years subject to examination by the domestic
taxing authorities, all years prior to and including 1999 are
closed by statute with all subsequent years open due to the loss
carryforward from 2000 to 2001 for U.S. federal purposes.
2006 and 2007 were previously closed by Internal Revenue Service
examination. During 2010, the Internal Revenue Service completed
its examination of 2008 which resulted in a tax amount due of
$1.8 million. We expect the liability to be paid during
2011.
Additionally, due to the existence of tax loss carryforwards,
the same relative periods exist for U.S. state purposes
although some earlier years also remain open. From a
non-domestic perspective, the major locations in which we
conduct business are as follows: United Kingdom2009
forward is open for examination; South Africa2006 forward
is open for examination; Australia2006 forward remains
open due to tax loss carryforwards; Chile2006 forward is
open for examination; and Canada2008 forward is open for
examination. There are a number of smaller entities in other
countries that generally have open tax years ranging from 3 to
5 years.
Consolidated accounts receivable consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
October 29,
|
|
|
October 30,
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
Trade receivables
|
|
$
|
600,373
|
|
|
$
|
538,669
|
|
Unbilled receivables (due within one year)
|
|
|
83,643
|
|
|
|
52,648
|
|
Allowance for doubtful accounts
|
|
|
(9,881
|
)
|
|
|
(10,688
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
674,135
|
|
|
$
|
580,629
|
|
|
|
|
|
|
|
|
|
|
F-22
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Consolidated inventories consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
October 29,
|
|
|
October 30,
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
Finished goods
|
|
$
|
503,356
|
|
|
$
|
513,055
|
|
Work-in-process
and purchased parts
|
|
|
183,658
|
|
|
|
173,850
|
|
Raw materials
|
|
|
77,931
|
|
|
|
82,878
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
764,945
|
|
|
$
|
769,783
|
|
|
|
|
|
|
|
|
|
|
We provide for the estimated costs that may be incurred under
product warranties to remedy deficiencies of quality or
performance of our products. These product warranties extend
over either a specified period of time, units of production or
machine hours depending upon the product subject to the
warranty. We accrue a provision for estimated future warranty
costs based upon the historical relationship of warranty costs
to sales. We periodically review the adequacy of the accrual for
product warranties and adjust the warranty percentage and
accrued warranty reserve for actual experience as necessary.
The following table reconciles the changes in the product
warranty reserve:
|
|
|
|
|
|
|
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
Balance, beginning of year
|
|
$
|
58,947
|
|
|
$
|
46,621
|
|
Accrual for warranty expensed during the year
|
|
|
41,265
|
|
|
|
41,517
|
|
Settlements made during the year
|
|
|
(37,734
|
)
|
|
|
(32,669
|
)
|
Change in liability for pre-existing warranties during the year,
including expirations
|
|
|
(1,137
|
)
|
|
|
1,122
|
|
Effect of foreign currency translation
|
|
|
1,010
|
|
|
|
2,356
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
62,351
|
|
|
$
|
58,947
|
|
|
|
|
|
|
|
|
|
|
F-23
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
The following is a reconciliation of the numerators and
denominators of basic and diluted earnings per share
computations in accordance with ASC No. 260:
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands except share amounts
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
461,499
|
|
|
$
|
454,650
|
|
|
$
|
373,137
|
|
Income from discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
1,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
461,499
|
|
|
$
|
454,650
|
|
|
$
|
374,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per share -
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
|
|
|
103,196
|
|
|
|
102,450
|
|
|
|
107,472
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options, restricted stock units and performance shares
|
|
|
1,709
|
|
|
|
654
|
|
|
|
953
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings per share -
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted weighted average shares and assumed conversions
|
|
|
104,905
|
|
|
|
103,104
|
|
|
|
108,425
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
4.47
|
|
|
$
|
4.44
|
|
|
$
|
3.47
|
|
Discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
4.47
|
|
|
$
|
4.44
|
|
|
$
|
3.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
4.40
|
|
|
$
|
4.41
|
|
|
$
|
3.44
|
|
Discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
4.40
|
|
|
$
|
4.41
|
|
|
$
|
3.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
and Defined Contribution Benefit Plans
The Company and its subsidiaries have defined benefit, defined
contribution, and government mandated pension plans covering
substantially all employees. Benefits from these plans are based
on factors that include various combinations of years of
service, fixed monetary amounts per year of service, employee
compensation during the last years of employment, and the
recipients social security benefit. Our funding policy
with respect to qualified plans is to contribute annually not
less than the minimum required by applicable law and regulation
nor more than the amount which can be deducted for income tax
purposes. We also have an unfunded nonqualified supplemental
pension plan that is based on credited years of service and
compensation during the last years of employment. For our
qualified and non-qualified pension plans and the
post-retirement welfare plans, we use the last Friday in October
as our measurement date which coincides with our fiscal year end.
Certain plans outside the United States, which supplement or are
coordinated with government plans, many of which require funding
through mandatory government retirement or insurance company
plans, have
F-24
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
pension funds or balance sheet accruals which approximate the
actuarially computed value of accumulated plan benefits as of
October 29, 2010 and October 30, 2009.
We also have a defined contribution benefit plan (401(k) plan).
Substantially every U.S. employee of the Company (except
any employee who is covered by a collective bargaining agreement
which does not provide for such employees participation in
the plan) is eligible to participate in the plan. Under the
terms of the plan, the Company matches 50% of participant salary
deferral contributions up to the first 6% of the
participants compensation. For employees that do not
participate in the U.S. defined benefit plan, the Company
contributes a defined benefit contribution of 1% to 4% of
eligible employee compensation depending on the employee group.
The employer match and defined benefit contribution expense are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
In millions
|
|
2010
|
|
2009
|
|
2008
|
|
Employer matching expense
|
|
$
|
6.7
|
|
|
$
|
6.3
|
|
|
$
|
4.9
|
|
Defined benefit contribution expense
|
|
$
|
17.8
|
|
|
$
|
14.9
|
|
|
$
|
13.2
|
|
Total pension expense for all defined benefit plans is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
In millions
|
|
2010
|
|
2009
|
|
2008
|
|
Pension expense
|
|
$
|
50.3
|
|
|
$
|
16.4
|
|
|
$
|
19.6
|
|
In 2008, we recalculated our liability under the Joy Global Inc.
Pension Plan in conjunction with the extension of the collective
bargaining agreement with the United Steelworkers of America
(Steelworkers). The result was to increase the net
pension liability by approximately $40.1 million through an
adjustment to other comprehensive income (loss). As a result of
the market conditions as of revaluation, partially offset by the
increased benefits as part of the agreement, the net periodic
pension cost for fiscal 2008 decreased by $2.8 million.
Also in conjunction with the extension effective October 1,
2008, the Joy Global Pension Plan was amended to close the plan
to the Steelworkers at P&Hs manufacturing facility in
Milwaukee, Wisconsin.
Other
Postretirement Benefits
In 1993, our Board of Directors approved a general approach that
culminated in the elimination of all Company contributions
towards postretirement health care benefits. Increases in costs
paid by us were capped for certain plans beginning in 1994
extending through 1998 and Company contributions were eliminated
as of January 11, 1999 for most employee groups, excluding
Joy, certain early retirees, and specific discontinued operation
groups. For Joy, based upon existing plan terms, future eligible
retirees will participate in a premium cost-sharing arrangement
which is based upon age as of March 1, 1993 and position at
the time of retirement. Active employees under age 45 as of
March 1, 1993 and any new hires after April 1, 1993
will be required to pay 100% of the applicable premium.
F-25
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Net periodic pension costs for U.S. plans and plans of
subsidiaries outside the United States included the following
components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Pension Plans
|
|
|
Non-U.S. Pension Plans
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$
|
14,636
|
|
|
$
|
9,926
|
|
|
$
|
12,732
|
|
|
$
|
6,135
|
|
|
$
|
5,798
|
|
|
$
|
7,736
|
|
Interest cost
|
|
|
54,473
|
|
|
|
57,450
|
|
|
|
51,288
|
|
|
|
28,244
|
|
|
|
28,607
|
|
|
|
33,993
|
|
Expected return on assets
|
|
|
(52,723
|
)
|
|
|
(54,431
|
)
|
|
|
(56,591
|
)
|
|
|
(32,451
|
)
|
|
|
(32,288
|
)
|
|
|
(39,754
|
)
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost
|
|
|
1,158
|
|
|
|
1,143
|
|
|
|
840
|
|
|
|
-
|
|
|
|
1
|
|
|
|
1
|
|
Actuarial loss (gain)
|
|
|
23,347
|
|
|
|
278
|
|
|
|
5,565
|
|
|
|
7,434
|
|
|
|
(63
|
)
|
|
|
3,770
|
|
Curtailment loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net periodic benefit cost
|
|
$
|
40,891
|
|
|
$
|
14,366
|
|
|
$
|
13,834
|
|
|
$
|
9,374
|
|
|
$
|
2,055
|
|
|
$
|
5,746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The components of the net periodic benefit cost associated with
our other postretirement benefit plans (other than pensions),
all of which relate to operations in the U.S., are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Postretirement Benefit Plans
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$
|
916
|
|
|
$
|
792
|
|
|
$
|
923
|
|
Interest cost
|
|
|
1,618
|
|
|
|
2,190
|
|
|
|
2,393
|
|
Expected return on assets
|
|
|
(223
|
)
|
|
|
(174
|
)
|
|
|
(213
|
)
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost
|
|
|
-
|
|
|
|
(164
|
)
|
|
|
(164
|
)
|
Actuarial (gain) loss
|
|
|
173
|
|
|
|
(2,406
|
)
|
|
|
(453
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net periodic benefit cost of continuing operations
|
|
$
|
2,484
|
|
|
$
|
238
|
|
|
$
|
2,486
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For other postretirement benefit obligation measurement
purposes, the assumed annual rate of increase in the per capita
cost of covered health care benefits is 8% for 2008 through
2012. The per capita cost of covered health care benefits rate
is assumed to decrease 1% per year to an ultimate 5% by fiscal
2015, and remain at that level thereafter. The effect of one
percentage point increase in the assumed health care cost trend
rates each year would increase the accumulated postretirement
benefit obligation as of October 29, 2010 by
$1.3 million. The service cost and interest cost components
of the net periodic postretirement benefit cost for the year
would increase by $0.1 million. A one percentage point
decrease in the assumed health care cost trend rates each year
would decrease the accumulated postretirement benefit obligation
as of October 29, 2010 by $1.2 million. The service
cost and interest cost components of the net periodic
postretirement benefit cost for the year would decrease by
$0.1 million. Postretirement life insurance benefits have a
minimal effect on the total benefit obligation.
The principal assumptions used in determining the funded status
and net periodic benefit cost of our pension plans and other
postretirement benefit plans are set forth in the following
tables. The assumptions for
F-26
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
non-U.S. plans
were developed on a basis consistent with that for
U.S. plans, adjusted to reflect prevailing economic
conditions and interest rate environments.
Significant assumptions used in determining net periodic benefit
cost for the year ended are as follows (in weighted averages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Postretirement
|
|
|
U.S. Pension Plans
|
|
Non-U.S. Pension Plans
|
|
Benefit Plans
|
|
|
2010
|
|
2009
|
|
2008
|
|
2010
|
|
2009
|
|
2008
|
|
2010
|
|
2009
|
|
2008
|
|
Discount rate
|
|
|
5.55
|
%
|
|
|
7.90
|
%
|
|
|
6.30
|
%
|
|
|
5.66
|
%
|
|
|
6.87
|
%
|
|
|
5.89
|
%
|
|
|
4.90
|
%
|
|
|
7.85
|
%
|
|
|
5.90
|
%
|
Expected return on plan assets
|
|
|
8.10
|
%
|
|
|
8.30
|
%
|
|
|
8.75
|
%
|
|
|
7.22
|
%
|
|
|
7.28
|
%
|
|
|
7.33
|
%
|
|
|
8.00
|
%
|
|
|
8.00
|
%
|
|
|
8.00
|
%
|
Rate of compensation increase
|
|
|
4.25
|
%
|
|
|
4.25
|
%
|
|
|
4.25
|
%
|
|
|
4.70
|
%
|
|
|
4.78
|
%
|
|
|
4.57
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
The expected rate of return on pension plan assets for the
U.S. pension plan is based on the investment policies
adopted by our Pension and Investment Committee. We also used
the results from a portfolio simulator as input into our
decision. The simulator is based on U.S. capital market
conditions as of the valuation date and projects returns based
on the U.S. plans current asset allocation. The
simulation model calculates an expected rate of return for each
asset class by forecasting a range of plausible economic
conditions. The model starts with the capital market conditions
prevailing at the start of the forecast period and trends the
rates of return by asset class to its long-term average. A
long-term average return is calculated using a blend of
historical capital market data and future expectations.
The expected rate of return on
non-U.S. pension
plans is based on the plans current asset allocation
policy. An average long-term rate of return is developed for
each asset class and the portfolio return is the weighted
average return based on the current asset allocation.
Significant assumptions used in determining benefit obligations
as of the fiscal year ended are as follows (in weighted
averages):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
Non-U.S.
|
|
Other Postretirement
|
|
|
Pension Plans
|
|
Pension Plans
|
|
Benefit Plans
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
Discount rate
|
|
|
5.60
|
%
|
|
|
5.55
|
%
|
|
|
5.24
|
%
|
|
|
5.66
|
%
|
|
|
4.85
|
%
|
|
|
4.90
|
%
|
Rate of compensation increase
|
|
|
4.25
|
%
|
|
|
4.25
|
%
|
|
|
4.36
|
%
|
|
|
4.70
|
%
|
|
|
-
|
|
|
|
-
|
|
F-27
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Changes in the projected benefit obligations and pension plan
assets relating to the Companys defined benefit pension
plans and other postretirement benefit obligations together with
a summary of the amounts recognized in the Consolidated Balance
Sheet are set forth in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Postretirement
|
|
|
|
U.S. Pension Plans
|
|
|
Non-U.S. Pension Plans
|
|
|
Benefit Plans
|
|
|
|
October 29,
|
|
|
October 30,
|
|
|
October 29,
|
|
|
October 30,
|
|
|
October 29,
|
|
|
October 30,
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
Change in Benefit Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net benefit obligations at beginning of year
|
|
$
|
1,008,525
|
|
|
$
|
714,370
|
|
|
$
|
553,014
|
|
|
$
|
446,543
|
|
|
$
|
34,353
|
|
|
$
|
37,881
|
|
Service cost
|
|
|
14,636
|
|
|
|
9,926
|
|
|
|
6,135
|
|
|
|
5,798
|
|
|
|
916
|
|
|
|
792
|
|
Interest cost
|
|
|
54,473
|
|
|
|
57,450
|
|
|
|
28,244
|
|
|
|
28,607
|
|
|
|
1,618
|
|
|
|
2,190
|
|
Plan participants contributions
|
|
|
-
|
|
|
|
-
|
|
|
|
1,079
|
|
|
|
1,228
|
|
|
|
-
|
|
|
|
-
|
|
Plan amendments
|
|
|
1,976
|
|
|
|
144
|
|
|
|
-
|
|
|
|
-
|
|
|
|
596
|
|
|
|
-
|
|
Actuarial loss (gain)
|
|
|
(16,650
|
)
|
|
|
271,489
|
|
|
|
22,647
|
|
|
|
83,973
|
|
|
|
(195
|
)
|
|
|
(3,179
|
)
|
Currency fluctuations
|
|
|
-
|
|
|
|
-
|
|
|
|
(17,455
|
)
|
|
|
15,094
|
|
|
|
-
|
|
|
|
-
|
|
Settlements
|
|
|
-
|
|
|
|
-
|
|
|
|
(15,429
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Gross benefits paid
|
|
|
(46,933
|
)
|
|
|
(44,854
|
)
|
|
|
(27,434
|
)
|
|
|
(28,229
|
)
|
|
|
(2,995
|
)
|
|
|
(3,331
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net benefit obligations at end of year
|
|
$
|
1,016,027
|
|
|
$
|
1,008,525
|
|
|
$
|
550,801
|
|
|
$
|
553,014
|
|
|
$
|
34,293
|
|
|
$
|
34,353
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
$
|
532,137
|
|
|
$
|
497,947
|
|
|
$
|
450,257
|
|
|
$
|
374,014
|
|
|
$
|
3,415
|
|
|
$
|
2,294
|
|
Actual return on plan assets
|
|
|
76,161
|
|
|
|
71,818
|
|
|
|
64,950
|
|
|
|
71,904
|
|
|
|
603
|
|
|
|
448
|
|
Currency fluctuations
|
|
|
-
|
|
|
|
-
|
|
|
|
(13,171
|
)
|
|
|
11,796
|
|
|
|
-
|
|
|
|
-
|
|
Employer contributions
|
|
|
90,991
|
|
|
|
7,226
|
|
|
|
22,791
|
|
|
|
19,544
|
|
|
|
3,579
|
|
|
|
4,004
|
|
Plan participants contributions
|
|
|
-
|
|
|
|
-
|
|
|
|
1,079
|
|
|
|
1,228
|
|
|
|
-
|
|
|
|
-
|
|
Settlements
|
|
|
-
|
|
|
|
-
|
|
|
|
(15,429
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Gross benefits paid
|
|
|
(46,933
|
)
|
|
|
(44,854
|
)
|
|
|
(27,434
|
)
|
|
|
(28,229
|
)
|
|
|
(2,995
|
)
|
|
|
(3,331
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year
|
|
$
|
652,356
|
|
|
$
|
532,137
|
|
|
$
|
483,043
|
|
|
$
|
450,257
|
|
|
$
|
4,602
|
|
|
$
|
3,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded Status
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized at end of year
|
|
$
|
(363,671
|
)
|
|
$
|
(476,388
|
)
|
|
$
|
(67,758
|
)
|
|
$
|
(102,757
|
)
|
|
$
|
(29,691
|
)
|
|
$
|
(30,938
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Recognized in the Consolidated Balance Sheet Consist
of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid benefit cost
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Current liabilities
|
|
|
(2,285
|
)
|
|
|
(2,200
|
)
|
|
|
(796
|
)
|
|
|
(805
|
)
|
|
|
(3,155
|
)
|
|
|
(3,121
|
)
|
Other Non-current Liabilities
|
|
|
(361,386
|
)
|
|
|
(474,188
|
)
|
|
|
(66,962
|
)
|
|
|
(101,952
|
)
|
|
|
(26,536
|
)
|
|
|
(27,817
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized at end of year
|
|
$
|
(363,671
|
)
|
|
$
|
(476,388
|
)
|
|
$
|
(67,758
|
)
|
|
$
|
(102,757
|
)
|
|
$
|
(29,691
|
)
|
|
$
|
(30,938
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated benefit obligation
|
|
$
|
963,864
|
|
|
$
|
956,576
|
|
|
$
|
507,552
|
|
|
$
|
513,586
|
|
|
$
|
-
|
|
|
$
|
-
|
|
F-28
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Amounts recognized in accumulated other comprehensive loss as of
October 29, 2010 consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
|
Other Postretirement
|
|
In thousands
|
|
U.S.
|
|
|
Non U.S.
|
|
|
Benefit Plans
|
|
|
Net actuarial loss (gain)
|
|
$
|
385,440
|
|
|
$
|
157,409
|
|
|
$
|
(13,087
|
)
|
Prior service cost
|
|
|
9,269
|
|
|
|
-
|
|
|
|
596
|
|
Deferred tax
|
|
|
(94,587
|
)
|
|
|
(13,302
|
)
|
|
|
4,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total accumulated other comprehensive loss (income)
|
|
$
|
300,122
|
|
|
|
144,107
|
|
|
$
|
(8,119
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The estimated amounts that will be amortized from accumulated
other comprehensive loss into net periodic benefit cost during
2011 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
|
Other Postretirement
|
|
In thousands
|
|
U.S.
|
|
|
Non U.S.
|
|
|
Benefit Plans
|
|
|
Actuarial (gain) / loss
|
|
$
|
31,065
|
|
|
$
|
9,937
|
|
|
$
|
(1,533
|
)
|
Prior service cost (credit)
|
|
|
1,436
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
32,501
|
|
|
$
|
9,937
|
|
|
$
|
(1,533
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The defined benefit plans had the following target allocation
and weighted-average asset allocations as of October 29,
2010 and October 30, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Plan Assets
|
|
|
|
U.S. Pension Plan
|
|
|
Non-U.S. Pension Plans
|
|
|
|
Target
|
|
|
|
|
|
|
|
|
Target
|
|
|
|
|
|
|
|
Asset Category
|
|
Allocation
|
|
|
2010
|
|
|
2009
|
|
|
Allocation
|
|
|
2010
|
|
|
2009
|
|
|
Equity securities
|
|
|
40
|
%
|
|
|
34
|
%
|
|
|
56
|
%
|
|
|
40
|
%
|
|
|
38
|
%
|
|
|
51
|
%
|
Debt securities
|
|
|
60
|
%
|
|
|
56
|
%
|
|
|
22
|
%
|
|
|
24
|
%
|
|
|
17
|
%
|
|
|
37
|
%
|
Other
|
|
|
-
|
|
|
|
10
|
%
|
|
|
22
|
%
|
|
|
36
|
%
|
|
|
45
|
%
|
|
|
12
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
U.S. Plan
Assets
The plans assets are invested to maximize funded ratios
over the long-term while managing the risk that funded ratios
fall meaningfully below 100%. This objective to maximize the
plans funded ratio is based on a long-term investment
horizon, so that interim fluctuations should be viewed with
appropriate perspective.
The desired investment return objective is a long-term average
annual real rate of return on assets that is approximately 4.5%
greater than the assumed inflation rate. The target rate of
return is based upon an analysis of historical returns
supplemented with an economic and structural review for each
asset class. There is no assurance that these objectives will be
met.
Non-U.S.
Plan Assets
The objectives of the
non-U.S. plans
are as follows: the acquisition of suitable assets of
appropriate liquidity which will generate income and capital
growth which together with new contributions from members and
the employer will meet the cost of the current and future
benefits which the plan provides; to limit the risk of the
assets failing to meet the liabilities over the long term and;
to minimize the long term, costs of the plan by maximizing the
return on the assets.
F-29
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
The following pension and other postretirement benefit payments
(which include expected future service) are expected to be paid
in each of the following years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Postretirement Benefit Plan Payments
|
|
|
|
|
|
|
Prior to
|
|
After
|
|
Impact of
|
|
|
Pension Plan Payments
|
|
Medicare
|
|
Medicare
|
|
Medicare
|
In thousands
|
|
U.S.
|
|
Non-U.S.
|
|
Part D
|
|
Part D
|
|
Part D
|
|
2011
|
|
$
|
50,787
|
|
|
$
|
26,476
|
|
|
$
|
4,098
|
|
|
$
|
3,969
|
|
|
$
|
129
|
|
2012
|
|
|
54,136
|
|
|
|
27,345
|
|
|
|
3,900
|
|
|
|
3,762
|
|
|
|
138
|
|
2013
|
|
|
56,642
|
|
|
|
28,265
|
|
|
|
3,700
|
|
|
|
3,620
|
|
|
|
80
|
|
2014
|
|
|
59,231
|
|
|
|
29,224
|
|
|
|
3,600
|
|
|
|
3,518
|
|
|
|
82
|
|
2015
|
|
|
62,312
|
|
|
|
30,199
|
|
|
|
3,500
|
|
|
|
3,402
|
|
|
|
98
|
|
2016- 2020
|
|
|
358,447
|
|
|
|
166,566
|
|
|
|
15,600
|
|
|
|
15,219
|
|
|
|
381
|
|
On December 8, 2003, the Medicare Prescription Drug
Improvement and Modernization Act of 2003 became law. This Act
introduced a prescription drug benefit under Medicare (Medicare
Part D) as well as a federal subsidy to sponsors of
retiree health care benefit plans that provide a benefit that is
at least actuarially equivalent to Medicare Part D. We
currently sponsor two retiree health care plans that provide
prescription drug benefits to our U.S. retirees.
The projected benefit obligations, accumulated benefits
obligations, and fair value of plan assets for underfunded and
overfunded plans have been combined for disclosure purposes. The
projected benefit obligations, accumulated benefit obligations,
and fair value of assets for pension plans with an accumulated
benefit obligation in excess of plan assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Pension Plans
|
|
|
Non U.S. Pension Plans
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
Projected benefit obligation
|
|
$
|
1,016,027
|
|
|
$
|
1,008,525
|
|
|
$
|
514,050
|
|
|
$
|
538,223
|
|
Accumulated benefit obligation
|
|
|
963,864
|
|
|
|
956,576
|
|
|
|
474,727
|
|
|
|
498,796
|
|
Fair value of plan assets
|
|
|
652,356
|
|
|
|
532,137
|
|
|
|
449,846
|
|
|
|
435,466
|
|
For 2011, we expect to contribute approximately
$135 million to $145 million to our employee pension
plans.
F-30
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
The following table summarizes the fair value of our pension
plan assets by category at October 29, 2010 within the fair
value hierarchy as defined by ASC 820.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 29, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
In Thousands
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
at Fair Value
|
|
|
U.S. Pension Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U. S. equities
|
|
$
|
193,278
|
|
|
$
|
2,286
|
|
|
$
|
-
|
|
|
$
|
195,564
|
|
Non-U.S.
equities
|
|
|
777
|
|
|
|
-
|
|
|
|
21,291
|
|
|
|
22,068
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government bonds
|
|
|
-
|
|
|
|
175,878
|
|
|
|
-
|
|
|
|
175,878
|
|
Non-U.S.
government bonds
|
|
|
-
|
|
|
|
1,690
|
|
|
|
-
|
|
|
|
1,690
|
|
U.S. corporate bonds
|
|
|
65,339
|
|
|
|
111,044
|
|
|
|
393
|
|
|
|
176,776
|
|
Non-U.S.
corporate bonds
|
|
|
-
|
|
|
|
15,802
|
|
|
|
-
|
|
|
|
15,802
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
18,595
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,595
|
|
Hedge fund
|
|
|
-
|
|
|
|
-
|
|
|
|
46,146
|
|
|
|
46,146
|
|
Other
|
|
|
-
|
|
|
|
(163
|
)
|
|
|
-
|
|
|
|
(163
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total U.S. Pension Plans assets
|
|
$
|
277,989
|
|
|
$
|
306,537
|
|
|
$
|
67,830
|
|
|
$
|
652,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S.
Pension Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. equities
|
|
$
|
24,536
|
|
|
$
|
98
|
|
|
$
|
54,416
|
|
|
$
|
79,050
|
|
Non-U.S.
equities
|
|
|
75,515
|
|
|
|
-
|
|
|
|
88,869
|
|
|
|
164,384
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government bonds
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Non-U.S.
government bonds
|
|
|
-
|
|
|
|
5,609
|
|
|
|
2,460
|
|
|
|
8,069
|
|
U.S corporate bonds
|
|
|
-
|
|
|
|
3,718
|
|
|
|
-
|
|
|
|
3,718
|
|
Non-U.S.
corporate bonds
|
|
|
-
|
|
|
|
77,107
|
|
|
|
119,576
|
|
|
|
196,683
|
|
Other
|
|
|
-
|
|
|
|
1,237
|
|
|
|
-
|
|
|
|
1,237
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash equivalents
|
|
|
29,902
|
|
|
|
-
|
|
|
|
-
|
|
|
|
29,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Non-U.S.
Pension Plans assets
|
|
$
|
129,953
|
|
|
$
|
87,769
|
|
|
$
|
265,321
|
|
|
$
|
483,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Postretirement Benefits Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. equities
|
|
$
|
2,290
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
2,290
|
|
Non-U.S.
equities
|
|
|
610
|
|
|
|
-
|
|
|
|
-
|
|
|
|
610
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government bonds
|
|
|
108
|
|
|
|
-
|
|
|
|
-
|
|
|
|
108
|
|
U.S. corporate bonds
|
|
|
1,578
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,578
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
16
|
|
|
|
-
|
|
|
|
-
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other Postretirement Benefit Plans
|
|
$
|
4,602
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-31
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Below are roll-forwards of assets measured at fair value using
Level 3 inputs for the year ended October 29, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 29, 2010
|
|
In Thousands
|
|
Equities
|
|
|
Fixed Income
|
|
|
Other
|
|
|
U.S. Pension Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of October 31, 2009
|
|
$
|
38,100
|
|
|
$
|
883
|
|
|
$
|
80,979
|
|
Unrealized gains (losses)
|
|
|
(1,908
|
)
|
|
|
(311
|
)
|
|
|
167
|
|
Realized gains (losses)
|
|
|
5,167
|
|
|
|
-
|
|
|
|
-
|
|
(Sales)/purchases/other settlements
|
|
|
(20,068
|
)
|
|
|
-
|
|
|
|
(35,000
|
)
|
Transfers in and/or out of level 3
|
|
|
-
|
|
|
|
(179
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of October 29, 2010
|
|
$
|
21,291
|
|
|
$
|
393
|
|
|
$
|
46,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S.
Pension Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of October 31, 2009
|
|
$
|
158,801
|
|
|
$
|
21,147
|
|
|
$
|
-
|
|
Unrealized gains (losses)
|
|
|
13,344
|
|
|
|
2,946
|
|
|
|
-
|
|
Realized gains (losses)
|
|
|
8,148
|
|
|
|
(8
|
)
|
|
|
-
|
|
(Sales)/purchases/other settlements
|
|
|
(37,009
|
)
|
|
|
97,952
|
|
|
|
-
|
|
Transfers in and/or out of level 3
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of October 29, 2010
|
|
$
|
143,284
|
|
|
$
|
122,037
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
Share-Based
Compensation
|
Our 2007 Stock Incentive Plan (Plan) authorizes the
grant of up to 10.0 million shares plus canceled and
forfeited awards. The Plan allows for the issuance of
non-qualified stock options, incentive stock options,
performance shares, restricted stock units, and other
stock-based awards to officers, employees, and directors. As of
October 29, 2010, none of the options granted qualify as
incentive stock options under the Internal Revenue Code. We have
historically issued new common stock in order to satisfy
share-based payment awards and plan to do so to satisfy future
awards.
The total share-based compensation expense we recognized for
2010, 2009, and 2008 was $25.0 million, $18.7 million,
and $13.7 million, respectively. The total stock-based
compensation expense is reflected in our Consolidated Statement
of Cash Flow statement in Operating Activities under the heading
Other, net
. The corresponding deferred tax asset
recognized related to the stock-based compensation expense was
approximately $7.5 million, $5.6 million, and
$4.3 million in 2010, 2009 and 2008, respectively.
Stock
Options
We have granted non-qualified stock options to purchase our
common stock at prices equal to the fair market value of the
stock on the grant dates. Stock options vest ratably beginning
on the one-year anniversary date over three years and expire ten
years from the grant date. Options to purchase
202,500 shares have also
F-32
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
been granted to our Board of Directors (Directors).
A summary of stock option activity under all plans is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted -
|
|
|
Weighted -
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Average
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Grant - Date
|
|
|
Aggregate
|
|
|
|
Number of
|
|
|
Exercise Price
|
|
|
Contractual
|
|
|
Fair
|
|
|
Intrinsic
|
|
Dollars in millions, except share data
|
|
Options
|
|
|
Per Share
|
|
|
Term
|
|
|
Value
|
|
|
Value
|
|
|
Outstanding at October 26, 2007
|
|
|
2,160,463
|
|
|
$
|
25.20
|
|
|
|
7.3
|
|
|
|
|
|
|
$
|
67.0
|
|
Options granted
|
|
|
735,700
|
|
|
|
57.72
|
|
|
|
|
|
|
$
|
18.97
|
|
|
|
|
|
Options exercised
|
|
|
(863,928
|
)
|
|
|
21.22
|
|
|
|
|
|
|
|
|
|
|
|
43.4
|
|
Options forfeited or cancelled
|
|
|
(74,893
|
)
|
|
|
50.69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at October 31, 2008
|
|
|
1,957,342
|
|
|
|
38.21
|
|
|
|
7.3
|
|
|
|
|
|
|
|
9.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted
|
|
|
2,098,000
|
|
|
|
21.88
|
|
|
|
|
|
|
|
7.19
|
|
|
|
|
|
Options exercised
|
|
|
(160,186
|
)
|
|
|
17.36
|
|
|
|
|
|
|
|
|
|
|
|
4.0
|
|
Options forfeited or cancelled
|
|
|
(261,111
|
)
|
|
|
34.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at October 30, 2009
|
|
|
3,634,045
|
|
|
|
29.95
|
|
|
|
7.82
|
|
|
|
|
|
|
|
79.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted
|
|
|
510,500
|
|
|
|
52.83
|
|
|
|
|
|
|
|
17.46
|
|
|
|
|
|
Options exercised
|
|
|
(1,047,868
|
)
|
|
|
27.05
|
|
|
|
|
|
|
|
|
|
|
|
33.3
|
|
Options forfeited or cancelled
|
|
|
(249,991
|
)
|
|
|
30.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at October 29, 2010
|
|
|
2,846,686
|
|
|
|
35.09
|
|
|
|
7.44
|
|
|
|
|
|
|
|
102.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at October 29, 2010
|
|
|
1,041,710
|
|
|
$
|
37.28
|
|
|
|
5.96
|
|
|
|
|
|
|
|
35.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of the option awards is the estimated fair value
at grant date using the Black Scholes valuation model and is
recognized as expense on a straight line basis over the vesting
period. The weighted-average assumptions are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
2009
|
|
2008
|
|
Risk free interest rate
|
|
|
1.23
|
%
|
|
|
1.58
|
%
|
|
|
3.12
|
%
|
Expected volatility
|
|
|
49.14
|
%
|
|
|
58.99
|
%
|
|
|
47.32
|
%
|
Expected life in years
|
|
|
3.36
|
|
|
|
2.73
|
|
|
|
2.99
|
|
Dividend yield
|
|
|
1.37
|
%
|
|
|
3.32
|
%
|
|
|
1.05
|
%
|
The risk free interest rate is based on the U.S. Treasury
yield curve in effect on the date of grant for the respective
expected life of the option. The expected volatility is based on
a weighted average of historical and implied volatility of our
common stock. The expected life is based on historical exercise
behavior and the projected exercise of unexercised stock
options. The expected dividend yield is based on the expected
annual dividends divided by the grant date market value of our
common stock.
At October 29, 2010, there was $10.7 million of
unrecognized compensation expense related to stock options that
is expected to be recognized over a weighted-average period of
1.6 years.
Restricted
Stock Units
We grant restricted stock units to certain employees and to all
non-employee members of our Directors. The fair value of our
restricted stock units is determined based on the closing price
of our stock on the date of grant and is recognized straight
line over the vesting period.
F-33
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Restricted stock units granted to employees vest over a
five-year period with one-third vesting on the third, fourth,
and fifth anniversaries of the grant date and provide that a
number of shares of common stock equal to the number of vested
units will be delivered to the individual as the units vest.
Restricted stock units granted to Directors vest one year from
the grant date and generally provide that a number of shares of
common stock equivalent to the restricted stock units will be
delivered to the individual director one year after their
service on the Board of Directors terminates.
Dividends accrue on all restricted stock units and vest
consistent with the underlying award. In the event of a change
in control, the units will be paid out in cash based on the
market price of the common stock as of the change in control
date.
A summary of restricted stock unit activity under all plans is
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Aggregate
|
|
|
|
Number of
|
|
|
Grant Date
|
|
|
Intrinsic
|
|
Dollars in millions, except share data
|
|
Units
|
|
|
Fair Value
|
|
|
Value
|
|
|
Outstanding at October 26, 2007
|
|
|
400,759
|
|
|
$
|
21.92
|
|
|
|
|
|
Units granted
|
|
|
61,471
|
|
|
|
55.64
|
|
|
|
|
|
Units earned from dividends
|
|
|
3,848
|
|
|
|
63.25
|
|
|
|
|
|
Units settled
|
|
|
(72,871
|
)
|
|
|
13.51
|
|
|
$
|
4.2
|
|
Units deferred
|
|
|
(3,082
|
)
|
|
|
14.08
|
|
|
|
0.2
|
|
Units forfeited
|
|
|
(11,073
|
)
|
|
|
52.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at October 31, 2008
|
|
|
379,052
|
|
|
|
28.61
|
|
|
|
|
|
Units granted
|
|
|
243,918
|
|
|
|
21.50
|
|
|
|
|
|
Units earned from dividends
|
|
|
12,713
|
|
|
|
30.00
|
|
|
|
|
|
Units settled
|
|
|
(64,942
|
)
|
|
|
19.14
|
|
|
|
1.5
|
|
Units deferred
|
|
|
(4,256
|
)
|
|
|
11.82
|
|
|
|
0.1
|
|
Units forfeited
|
|
|
(31,801
|
)
|
|
|
30.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at October 30, 2009
|
|
|
534,684
|
|
|
|
26.57
|
|
|
|
|
|
Units granted
|
|
|
224,740
|
|
|
|
53.03
|
|
|
|
|
|
Units earned from dividends
|
|
|
8,470
|
|
|
|
57.16
|
|
|
|
|
|
Units settled
|
|
|
(35,582
|
)
|
|
|
28.30
|
|
|
|
2.1
|
|
Units deferred
|
|
|
(13,190
|
)
|
|
|
34.88
|
|
|
|
0.8
|
|
Units forfeited
|
|
|
(37,621
|
)
|
|
|
33.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at October 29, 2010
|
|
|
681,501
|
|
|
$
|
35.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At October 29, 2010 there was $12.2 million of
unrecognized compensation expense related to restricted stock
units that is expected to be recognized over a weighted-average
period of 3.6 years. At October 29, 2010 the balance
of deferred restricted stock units is 25,329 shares.
Performance
Shares
The performance share award programs under our stock incentive
plans provide long-term incentive compensation opportunities to
certain senior executives and other managers. The fair value of
our performance shares is determined based on the closing price
of our stock on the date of grant and is recognized straight
line over the vesting period.
F-34
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Shares of common stock may be earned by the participants under
the performance share award programs if at the end of a
three-year award cycle our financial performance over the course
of the cycle exceeds certain threshold amounts. For our 2010,
2009 and 2008 performance share award programs, the performance
measure for executive officers is average return on equity. For
our 2010 and 2009 performance share award program, the
performance measure for all other participants is average
diluted earnings per share for a three year cycle from 2010
through 2012 and 2009 through 2011, respectively. For our 2008
performance share award program, the performance measure for all
other participants is average return on invested capital and
cumulative diluted earnings per share for the three year cycle
from 2008 through 2010. Each performance share represents the
right to earn one share of common stock.
Awards can range from 0% to 150% (or, in certain cases, 180%) of
the target award opportunities and may be paid out in stock,
cash or a combination of stock and cash as determined by the
Human Resources and Nominating Committee of the Board of
Directors. In the event of a change in control, the performance
shares are paid out in cash based on the greater of actual
performance or target award. The final awards for the 2008
performance share program amounted to 158,970 shares and
will be paid out entirely in stock beginning in January 2011.
A summary of performance share activity under all plans is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Aggregate
|
|
|
|
Number of
|
|
|
Grant Date
|
|
|
Intrinsic
|
|
Dollars in millions, except share data
|
|
Shares
|
|
|
Fair Value
|
|
|
Value
|
|
|
Outstanding at October 26, 2007
|
|
|
268,345
|
|
|
$
|
32.42
|
|
|
|
|
|
Shares granted
|
|
|
125,400
|
|
|
|
59.10
|
|
|
|
|
|
Target adjustment
|
|
|
(14,553
|
)
|
|
|
46.23
|
|
|
|
|
|
Shares distributed
|
|
|
(97,464
|
)
|
|
|
17.37
|
|
|
$
|
5.9
|
|
Shares deferred
|
|
|
(19,263
|
)
|
|
|
17.37
|
|
|
|
1.2
|
|
Shares forfeited
|
|
|
(12,486
|
)
|
|
|
52.73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at October 31, 2008
|
|
|
249,979
|
|
|
|
51.01
|
|
|
|
|
|
Shares granted
|
|
|
368,200
|
|
|
|
21.86
|
|
|
|
|
|
Target adjustment
|
|
|
22,144
|
|
|
|
41.25
|
|
|
|
|
|
Shares distributed
|
|
|
(89,342
|
)
|
|
|
30.42
|
|
|
|
2.2
|
|
Shares forfeited
|
|
|
(30,031
|
)
|
|
|
31.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at October 30, 2009
|
|
|
520,950
|
|
|
|
34.64
|
|
|
|
|
|
Shares granted
|
|
|
91,500
|
|
|
|
52.83
|
|
|
|
|
|
Target adjustment
|
|
|
263,258
|
|
|
|
34.27
|
|
|
|
|
|
Shares distributed
|
|
|
(63,666
|
)
|
|
|
41.25
|
|
|
|
3.8
|
|
Shares forfeited
|
|
|
(49,431
|
)
|
|
|
27.95
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at October 29, 2010
|
|
|
762,611
|
|
|
$
|
36.57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At October 29, 2010 there was $8.8 million of
unrecognized compensation expense related to performance shares
that is expected to be recognized over a weighted-average period
of 1.6 years. At October 29, 2010 the balance of
deferred performance shares is 109,198 shares.
F-35
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
We have 150,000,000 shares of authorized common stock, par
value $1.00 per share, 50,000,000 of which were distributed in
connection with our July 12, 2001 emergence from
bankruptcy. The last distribution of 1,233,423 shares
(2,775,111 shares after January 21, 2005 and
December 12, 2005 stock splits) was distributed starting on
January 28, 2005, in accordance with the Plan of
Reorganization.
We are authorized to issue 5,000,000 shares of preferred
stock, of which 1,000,000 shares have been designated as
Series A Junior Participating Preferred Stock of
$1.00 par value per share. None of the preferred shares
have been issued. On July 15, 2002, our Board of Directors
(Directors) declared a dividend of one preferred
share purchase right for each outstanding share of common stock.
Each right entitles the holder to purchase one one-hundredth of
a share of our Series A Junior Participating Preferred
Stock for $100. Under certain circumstances, if a person or
group acquires 15% or more of our outstanding common stock,
holders of the rights (other than the person or group triggering
their exercise) will be able to purchase, in exchange for the
$100 exercise price, shares of our common stock or of any
company into which we are merged having a value of $200. The
rights expire on August 5, 2012 unless extended by our
Directors. Because the rights may substantially dilute the stock
ownership of a person or group attempting to take us over
without the approval of our Directors, our rights plan could
make it more difficult for a third party to acquire us (or a
significant percentage of our outstanding capital stock) without
first negotiating with our Directors regarding such acquisition.
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 2010 we did not repurchase
any of our common stock and in 2009 we repurchased
$13.7 million of common stock representing
608,720 shares. In September 2008, we purchased
$93.6 million or 1,890,000 shares of common stock.
These shares were held in a brokerage account at Lehman Brothers
Inc. (LBI), which subsequently filed for liquidation
on September 19, 2008. The liquidation of LBI is being
administered by a court-appointed trustee (SIPA
Trustee), pursuant to the Securities Investors Protection
Act of 1970 and Chapter 7 of the United States Bankruptcy
Code. Our claim with respect to the shares in the LBI brokerage
account, together with dividends paid on such shares, was
allowed by the SIPA Trustee on March 25, 2009. We
anticipate that these shares, along with the cash from dividends
paid since September 19, 2008 totaling $2.7 million,
will be returned to us as part of these proceedings. However,
the SIPA Trustees process of resolving claims and
recovering assets in respect of the LBI bankruptcy estate is
ongoing. The repurchased shares have been reflected as treasury
shares and the cash dividends have been reflected as a
receivable in other current assets in the accompanying
Consolidated Balance Sheet. Under our currently authorized share
repurchase program we have repurchased approximately
$1.1 billion of common stock, representing
23,873,159 shares.
We enter into derivative contracts, primarily foreign currency
forward contracts, to hedge the risks of certain identified and
anticipated transactions in currencies other than the functional
currency of the respective operating unit. The types of risks
hedged are those arising from the variability of future earnings
and cash flows caused by fluctuations in foreign currency
exchange rates. We have designated substantially all of these
contracts as cash flow hedges. These contracts are for
forecasted transactions and committed receivables and payables
denominated in foreign currencies and are not entered into for
speculative purposes.
We are exposed to certain foreign currency risks in the normal
course of our global business operations. For derivative
contracts that are designated and qualify for a cash flow hedge,
the effective portion of the gain or loss of the derivative
contract is recorded as a component of other comprehensive
income, net of tax. This amount is reclassified into the income
statement on the line associated with the underlying transaction
for the
F-36
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
period(s) in which the hedged transaction affects earnings. The
amounts recorded in accumulated other comprehensive income for
existing cash flow hedges are generally expected to be
reclassified into earnings within one year and all of the
existing hedges will be reclassified into earnings by October
2011.
For derivative contracts that are designated and qualify as a
fair value hedge, gain or loss is recorded in the Consolidated
Statement of Income under the heading Cost of Sales. For the
year ended October 29, 2010 and nine months ended
October 30, 2009 we recorded a loss of $2.2 million
and a loss of $5.3 million, respectively, in the
Consolidated Statement of Income related to fair value hedges
which was offset by foreign exchange fluctuations of the
underlying receivable. The prior year includes derivative
information from January 31, 2009, the adoption date of ASC
No. 815, Derivatives and Hedging.
We are exposed to credit-related losses in the event of
non-performance by counterparties to our forward exchange
contracts. We currently have a concentration of these contracts
held with Bank of America, N.A., which maintains an investment
grade rating of A with Standard & Poors. We do
not expect any counterparties, including Bank of America, N.A.,
to fail to meet their obligations. A contract is generally
subject to credit risk only when it has a positive fair value
and the maximum exposure is the amount of the positive fair
value.
Forward exchange contracts are entered into to protect the value
of forecasted transactions and committed future foreign currency
receipts and disbursements and consequently any market-related
loss on the forward contract would be offset by changes in the
value of the hedged item. As a result, we are generally not
exposed to net market risk associated with these instruments.
The following table summarizes the effect of cash flow hedges on
the Consolidated Statement of Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
|
Effective Portion
|
|
|
Ineffective Portion
|
|
|
|
|
|
|
Location of
|
|
Amount of
|
|
|
Location of
|
|
Amount of
|
|
|
|
Amount of
|
|
|
Gain/(Loss)
|
|
Gain/(Loss)
|
|
|
Gain/(Loss)
|
|
Gain/(Loss)
|
|
Derivative
|
|
Gain/(Loss)
|
|
|
Reclassified
|
|
Reclassified
|
|
|
Reclassified
|
|
Reclassified
|
|
Hedging
|
|
Recognized
|
|
|
from AOCI
|
|
from AOCI
|
|
|
from AOCI
|
|
from AOCI
|
|
Relationship
|
|
in OCI
|
|
|
into Earnings
|
|
into Earnings
|
|
|
into Earnings
|
|
into Earnings
|
|
|
Year ended October 29, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
$
|
(6,491
|
)
|
|
Cost of sales
|
|
$
|
(4,894
|
)
|
|
Cost of sales
|
|
$
|
2,074
|
|
|
|
|
|
|
|
Sales
|
|
|
3,402
|
|
|
|
|
|
|
|
Nine months ended October 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
|
$
|
74,851
|
|
|
Cost of sales
|
|
$
|
(36,667
|
)
|
|
Cost of sales
|
|
$
|
3,480
|
|
|
|
|
|
|
|
Sales
|
|
|
1,297
|
|
|
|
|
|
|
|
We lease certain plant, office and warehouse space as well as
machinery, vehicles, data processing and other equipment.
Certain of the leases have renewal options at reduced rates and
provisions requiring us to pay maintenance, property taxes and
insurance. Amortization of assets reported as capital leases is
included in depreciation expense. Generally, all rental payments
are fixed. Our assets and obligations under capital lease
arrangements are not significant.
Total rental expense under operating leases, excluding
maintenance, taxes and insurance, was $26.5 million,
$24.2 million, and $23.1 million for 2010, 2009, and
2008, respectively.
F-37
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
At October 29, 2010, the future payments for all operating
leases with remaining lease terms in excess of one year, and
excluding maintenance, taxes and insurance were as follows:
|
|
|
|
|
In millions
|
|
|
|
|
2011
|
|
$
|
20.1
|
|
2012
|
|
|
15.2
|
|
2013
|
|
|
11.6
|
|
2014
|
|
|
9.4
|
|
2015
|
|
|
4.7
|
|
Thereafter
|
|
|
9.7
|
|
|
|
|
|
|
Total
|
|
$
|
70.7
|
|
|
|
|
|
|
Reorganization items include income, expenses and losses from
settlement of items related to our reorganization under
Chapter 11 of the Bankruptcy Code.
Net reorganization items for 2010, 2009, and 2008 consisted of
the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Beloit U.K. claim settlement
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(2,055
|
)
|
Beloit U.K. receivership settlement
|
|
|
-
|
|
|
|
5,665
|
|
|
|
-
|
|
Professional fees directly related to the reorganization and
other
|
|
|
(1,310
|
)
|
|
|
(605
|
)
|
|
|
(364
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reorganization (expense) income
|
|
$
|
(1,310
|
)
|
|
$
|
5,060
|
|
|
$
|
(2,419
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.
|
Discontinued
Operations and Held for Sale Assets and Liabilities
|
During the fourth quarter of fiscal 2005, The
Horsburgh & Scott Co. (H&S), a wholly
owned subsidiary of the Company, was classified as held for
sale. H&S is a premier designer and manufacturer of
industrial gears and gear drives and was classified as part of
the Surface Mining Equipment segment.
In November 2007, we collected the remaining receivable balance
of $9.9 million and recognized the pre-tax deferred gain of
$1.5 million ($1.1 million, net of taxes) in
discontinued operations.
On February 14, 2008 we completed the acquisition of N.E.S.
Investment Co. including its subsidiary, Continental Global
Group, Inc. (collectively Continental) a worldwide
leader in conveyor systems for bulk material handling in mining
and industrial applications. The results of operations for
Continental have been included in the accompanying consolidated
financial statements from that date forward. The Continental
acquisition further strengthens our ability to provide a more
complete mining solution to our customers.
We purchased all of the outstanding shares of Continental for an
aggregate amount of $252.1 million, which is net of
approximately $5.9 million of indebtedness assumed by us at
closing and $12.0 million of cash acquired. We also
incurred $2.4 million of direct acquisition costs related
to the acquisition.
F-38
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Following is condensed balance sheet data showing the allocation
of the fair values of the assets acquired and the liabilities
assumed as of the date of acquisition:
|
|
|
|
|
In thousands
|
|
|
|
|
Current assets
|
|
$
|
112,649
|
|
Property, plant & equipment
|
|
|
33,712
|
|
Intangible assets
|
|
|
147,689
|
|
Goodwill
|
|
|
111,800
|
|
Other assets
|
|
|
554
|
|
Current liabilities
|
|
|
(73,184
|
)
|
Deferred Income taxes
|
|
|
(73,656
|
)
|
Other long-term obligations
|
|
|
(5,112
|
)
|
|
|
|
|
|
Net assets acquired
|
|
$
|
254,452
|
|
|
|
|
|
|
Of the $147.7 million of intangible assets,
$53.9 million has been assigned to trademarks which are not
being amortized. The remaining $93.8 million of intangible
assets has been assigned to the following categories and are
being amortized over a weighted-average useful life of
18 years:
|
|
|
|
|
In thousands
|
|
|
|
|
Customer relationships
|
|
$
|
74,200
|
|
Patents
|
|
|
10,490
|
|
Backlog
|
|
|
9,099
|
|
|
|
|
|
|
|
|
$
|
93,789
|
|
|
|
|
|
|
On December 17, 2008, our wholly owned subsidiary, China
Mining Machinery Group SRL, acquired 100% of the outstanding
shares of Wuxi Shengda Machinery Co., Ltd., a Chinese
manufacturer of longwall shearing machines.
|
|
18.
|
Fair
Value Measurements
|
GAAP establishes a three-level fair value hierarchy that
prioritizes information used in developing assumptions when
pricing an asset or liability as follows:
Level 1:
Observable inputs such as quoted
prices in active markets
Level 2:
Inputs, other than quoted prices
in active markets that are observable either directly or
indirectly
Level 3:
Unobservable inputs where there
is little or no market data, which requires the reporting entity
to develop its own assumptions
GAAP requires the use of observable market data, when available,
in making fair value measurements. When inputs used to measure
fair value fall within different levels of the hierarchy, the
level within which the fair value measurement is categorized is
based on the lowest level input that is significant to the fair
value measurement.
F-39
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
The following tables present the fair value hierarchy for those
assets and liabilities measured at fair value and disclose the
fair value of certain other liabilities as of October 29,
2010 and October 30, 2009.
Fair
Value Measurements at October 29, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prices in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Active
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
|
|
|
Markets for
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Carrying
|
|
|
Total Fair
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
In thousands
|
|
Value
|
|
|
Value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
815,581
|
|
|
$
|
815,581
|
|
|
$
|
815,581
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Other Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
|
|
$
|
10,643
|
|
|
$
|
10,643
|
|
|
$
|
-
|
|
|
$
|
10,643
|
|
|
$
|
-
|
|
Other Accrued Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
|
|
$
|
4,212
|
|
|
$
|
4,212
|
|
|
$
|
-
|
|
|
$
|
4,212
|
|
|
$
|
-
|
|
Long-term Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.0% Senior Notes
|
|
$
|
247,677
|
|
|
$
|
273,125
|
|
|
$
|
273,125
|
|
|
$
|
-
|
|
|
$
|
-
|
|
6.625% Senior Notes
|
|
$
|
148,417
|
|
|
$
|
152,438
|
|
|
$
|
152,438
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Fair
Value Measurements at October 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prices in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Active
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
|
|
|
Markets for
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
Carrying
|
|
|
Total Fair
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
In thousands
|
|
Value
|
|
|
Value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
471,685
|
|
|
$
|
471,685
|
|
|
$
|
471,685
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Other Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
|
|
$
|
7,008
|
|
|
$
|
7,008
|
|
|
$
|
-
|
|
|
$
|
7,008
|
|
|
$
|
-
|
|
Short-term notes payable, Including current portion of
long-term obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of Term Loan
|
|
$
|
17,500
|
|
|
$
|
17,500
|
|
|
$
|
-
|
|
|
$
|
17,500
|
|
|
$
|
-
|
|
Other Accrued Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives
|
|
$
|
11,924
|
|
|
$
|
11,924
|
|
|
$
|
-
|
|
|
$
|
11,924
|
|
|
$
|
-
|
|
Long-term Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.0% Senior Notes
|
|
$
|
247,366
|
|
|
$
|
250,605
|
|
|
$
|
250,605
|
|
|
$
|
-
|
|
|
$
|
-
|
|
6.625% Senior Notes
|
|
$
|
148,395
|
|
|
$
|
138,287
|
|
|
$
|
138,287
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Term Loan
|
|
$
|
126,875
|
|
|
$
|
123,499
|
|
|
$
|
-
|
|
|
$
|
123,499
|
|
|
$
|
-
|
|
The following methods and assumptions were used to estimate the
fair value of each class of financial instruments for which it
is practicable to estimate that value:
Cash and Cash Equivalents
:
The carrying
value approximates fair value because of the short maturity of
those instruments.
F-40
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Derivatives
:
The fair value of forward
foreign exchange contracts represents the estimated amounts
receivable (payable) to terminate such contracts at the
reporting date based on foreign exchange market prices at that
date.
Senior Notes
:
The fair market value of
the Senior Notes is estimated based on market quotations at the
respective period end.
Term Loan
:
The fair value of our term
loan is estimated based upon input from third parties on
prevailing current market conditions.
|
|
19.
|
Commitments,
Contingencies and Off-Balance-Sheet Risks
|
We and our subsidiaries are involved in various unresolved legal
matters that arise in the normal course of operations, the most
prevalent of which relate to product liability (including over
1,000 asbestos and silica-related cases), employment, and
commercial matters. Also, as a normal part of operations, our
subsidiaries undertake contractual obligations, warranties, and
guarantees in connection with the sale of products or services.
Although the outcome of these matters cannot be predicted with
certainty and favorable or unfavorable resolutions may affect
the results of operations on a
quarter-to-quarter
basis, we believe that the outcome of such legal and other
matters will not have a material adverse effect on our
consolidated financial position, results of operations, or
liquidity.
During the Chapter 11 reorganization of Harnischfeger
Industries, Inc. (our Predecessor Company), in 1999
through the filing of a voluntary petition under Chapter 11
of the United States Bankruptcy Code, the Wisconsin Department
of Workforce Development (DWD) filed claims against
Beloit Corporation (Beloit), a former majority owned
subsidiary, and us in federal bankruptcy court seeking at
least $10.0 million in severance benefits and
penalties, plus interest, on behalf of former Beloit employees.
DWDs claim against Beloit included unpaid severance pay
allegedly 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 DWDs claims from the bankruptcy court and granted
summary judgment in our favor on all of DWDs claims in
December 2001. DWD appealed the decision and the judgment was
ultimately vacated in part and remanded. Following further
proceedings, DWDs only remaining claim against us is that
our Predecessor Company tortiously interfered with Beloits
employees severance benefits in connection with
Beloits decision to amend its severance policy. We
concluded a trial on DWDs remaining claim during the week
of March 1, 2010. On September 21, 2010 the court
granted judgment in our favor. DWD then filed a post-judgment
motion asking the court to change its decision. We await a
ruling on DWDs latest motion. If the court denies
DWDs motion, we expect that DWD will file an appeal with
the United States Court of Appeals for the Third Circuit. We do
not believe these proceedings will have a significant effect on
our financial condition, results of operations, or liquidity.
Because DWDs 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 DWDs claims would continue as long as necessary
to liquidate and determine these claims.
At October 29, 2010, we were contingently liable to banks,
financial institutions, and others for approximately
$204.5 million for outstanding letters of credit, bank
guarantees, and surety bonds securing performance of sales
contracts and other guarantees in the ordinary course of
business. Of the $204.5 million, approximately
$1.5 million remains in place and is substantially
attributable to remaining workers compensation obligations of
Beloit Corporation and $8.3 million relates to outstanding
letters of credit or other guarantees issued by
non-U.S. banks
for
non-U.S. subsidiaries
under locally provided credit facilities.
F-41
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
From time to time we and our subsidiaries become involved in
proceedings relating to environmental matters. We believe that
the resolution of such environmental matters will not have a
material adverse effect on our consolidated financial position,
results of operations, or liquidity of the Company.
On November 17, 2010, our Directors declared a cash
dividend of $0.175 per outstanding share of common stock. The
dividend will be paid on December 20, 2010 to all
shareholders of record at the close of business on
December 6, 2010.
At October 29, 2010, we had two reportable segments:
Underground Mining Machinery and Surface Mining Equipment. At
the beginning of fiscal 2010, the integration of the conveying
business was completed, and the Continental Crushing and
Conveying segment was combined with the Underground Mining
Machinery and Surface Mining Equipment segments. Crushing and
conveying operating results related to surface applications are
reported as part of the Surface Mining Equipment segment, while
total crushing and conveying operating results are included with
the Underground Mining Machinery segment. Eliminations include
the surface applications of crushing and conveying included in
both operating segments. The prior year presentation has been
recast to reflect this change.
Operating income (loss) of segments does not include interest
income and expense, reorganization items, corporate
administration and provision for income taxes. Identifiable
assets are those used in our operations in each segment.
Corporate assets consist primarily of deferred financing costs,
cash and cash equivalents and deferred income taxes. The
accounting policies of the segments are the same as those
described in Note 2, Significant Accounting
Policies.
F-42
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underground
|
|
|
Surface
|
|
|
|
|
|
|
|
|
|
|
|
|
Mining
|
|
|
Mining
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
|
Machinery
|
|
|
Equipment
|
|
|
Corporate
|
|
|
Eliminations
|
|
|
Total
|
|
|
Fiscal 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
$
|
2,126,788
|
|
|
$
|
1,518,605
|
|
|
$
|
-
|
|
|
$
|
(121,059
|
)
|
|
$
|
3,524,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$
|
433,902
|
|
|
$
|
336,236
|
|
|
$
|
(43,126
|
)
|
|
$
|
(29,909
|
)
|
|
$
|
697,103
|
|
Interest Income
|
|
|
-
|
|
|
|
-
|
|
|
|
13,195
|
|
|
|
-
|
|
|
|
13,195
|
|
Interest expense
|
|
|
-
|
|
|
|
-
|
|
|
|
(29,964
|
)
|
|
|
-
|
|
|
|
(29,964
|
)
|
Reorganization items
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,310
|
)
|
|
|
-
|
|
|
|
(1,310
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
433,902
|
|
|
$
|
336,236
|
|
|
$
|
(61,205
|
)
|
|
$
|
(29,909
|
)
|
|
$
|
679,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization
|
|
$
|
39,142
|
|
|
$
|
20,472
|
|
|
$
|
1,865
|
|
|
$
|
-
|
|
|
$
|
61,479
|
|
Capital Expenditures
|
|
$
|
37,273
|
|
|
$
|
35,380
|
|
|
$
|
821
|
|
|
$
|
-
|
|
|
$
|
73,474
|
|
Total Assets
|
|
$
|
1,803,141
|
|
|
$
|
856,764
|
|
|
$
|
611,108
|
|
|
$
|
-
|
|
|
$
|
3,271,013
|
|
Fiscal 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
$
|
2,278,691
|
|
|
$
|
1,460,445
|
|
|
$
|
-
|
|
|
$
|
(140,822
|
)
|
|
$
|
3,598,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$
|
461,019
|
|
|
$
|
322,170
|
|
|
$
|
(41,759
|
)
|
|
$
|
(39,118
|
)
|
|
$
|
702,312
|
|
Interest Income
|
|
|
-
|
|
|
|
-
|
|
|
|
7,485
|
|
|
|
-
|
|
|
|
7,485
|
|
Interest expense
|
|
|
-
|
|
|
|
-
|
|
|
|
(32,217
|
)
|
|
|
-
|
|
|
|
(32,217
|
)
|
Reorganization items
|
|
|
-
|
|
|
|
-
|
|
|
|
5,060
|
|
|
|
-
|
|
|
|
5,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
461,019
|
|
|
$
|
322,170
|
|
|
$
|
(61,431
|
)
|
|
$
|
(39,118
|
)
|
|
$
|
682,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization
|
|
$
|
39,689
|
|
|
$
|
18,846
|
|
|
$
|
1,079
|
|
|
$
|
-
|
|
|
$
|
59,614
|
|
Capital Expenditures
|
|
$
|
54,903
|
|
|
$
|
39,054
|
|
|
$
|
171
|
|
|
$
|
-
|
|
|
$
|
94,128
|
|
Total Assets
|
|
$
|
1,661,642
|
|
|
$
|
791,480
|
|
|
$
|
542,129
|
|
|
$
|
-
|
|
|
$
|
2,995,251
|
|
Fiscal 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
$
|
2,001,166
|
|
|
$
|
1,540,987
|
|
|
$
|
-
|
|
|
$
|
(123,219
|
)
|
|
$
|
3,418,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$
|
364,747
|
|
|
$
|
250,093
|
|
|
$
|
(34,897
|
)
|
|
$
|
(28,739
|
)
|
|
$
|
551,204
|
|
Interest Income
|
|
|
-
|
|
|
|
-
|
|
|
|
12,539
|
|
|
|
-
|
|
|
|
12,539
|
|
Interest expense
|
|
|
-
|
|
|
|
-
|
|
|
|
(34,237
|
)
|
|
|
-
|
|
|
|
(34,237
|
)
|
Reorganization items
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,419
|
)
|
|
|
-
|
|
|
|
(2,419
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
$
|
364,747
|
|
|
$
|
250,093
|
|
|
$
|
(59,014
|
),
|
|
$
|
(28,739
|
)
|
|
$
|
527,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization
|
|
$
|
52,207
|
|
|
$
|
19,181
|
|
|
$
|
960
|
|
|
$
|
-
|
|
|
$
|
72,348
|
|
Capital Expenditures
|
|
$
|
36,431
|
|
|
$
|
47,774
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
84,205
|
|
Total Assets
|
|
$
|
1,542,936
|
|
|
$
|
744,888
|
|
|
$
|
343,461
|
|
|
$
|
-
|
|
|
$
|
2,631,285
|
|
F-43
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Geographical
Segment Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales to
|
|
|
|
|
|
Long
|
|
|
|
Total
|
|
|
Interarea
|
|
|
Unaffiliated
|
|
|
Operating
|
|
|
Lived
|
|
In thousands
|
|
Sales
|
|
|
Sales
|
|
|
Customers
|
|
|
Income (Loss)
|
|
|
Assets
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
2,135,032
|
|
|
$
|
(601,475
|
)
|
|
$
|
1,533,557
|
|
|
$
|
397,966
|
|
|
$
|
235,021
|
|
Europe
|
|
|
315,836
|
|
|
|
(68,293
|
)
|
|
|
247,543
|
|
|
|
31,371
|
|
|
|
53,190
|
|
Australia
|
|
|
527,663
|
|
|
|
(20,151
|
)
|
|
|
507,512
|
|
|
|
91,911
|
|
|
|
38,783
|
|
Other Foreign
|
|
|
1,290,191
|
|
|
|
(54,469
|
)
|
|
|
1,235,722
|
|
|
|
279,703
|
|
|
|
120,557
|
|
Interarea Eliminations
|
|
|
(744,388
|
)
|
|
|
744,388
|
|
|
|
-
|
|
|
|
(60,722
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,524,334
|
|
|
$
|
-
|
|
|
$
|
3,524,334
|
|
|
$
|
740,229
|
|
|
$
|
447,551
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
2,333,654
|
|
|
$
|
(550,105
|
)
|
|
$
|
1,783,549
|
|
|
$
|
524,576
|
|
|
$
|
217,768
|
|
Europe
|
|
|
520,012
|
|
|
|
(260,731
|
)
|
|
|
259,281
|
|
|
|
82,678
|
|
|
|
44,682
|
|
Australia
|
|
|
579,160
|
|
|
|
(32,906
|
)
|
|
|
546,254
|
|
|
|
96,928
|
|
|
|
41,233
|
|
Other Foreign
|
|
|
1,071,284
|
|
|
|
(62,054
|
)
|
|
|
1,009,230
|
|
|
|
227,124
|
|
|
|
96,458
|
|
Interarea Eliminations
|
|
|
(905,796
|
)
|
|
|
905,796
|
|
|
|
-
|
|
|
|
(187,235
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,598,314
|
|
|
$
|
-
|
|
|
$
|
3,598,314
|
|
|
$
|
744,071
|
|
|
$
|
400,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
2,155,911
|
|
|
$
|
(523,378
|
)
|
|
$
|
1,632,533
|
|
|
$
|
393,837
|
|
|
$
|
213,998
|
|
Europe
|
|
|
573,234
|
|
|
|
(210,045
|
)
|
|
|
363,189
|
|
|
|
93,591
|
|
|
|
36,268
|
|
Australia
|
|
|
522,828
|
|
|
|
(52,278
|
)
|
|
|
470,550
|
|
|
|
54,334
|
|
|
|
28,179
|
|
Other Foreign
|
|
|
996,830
|
|
|
|
(44,168
|
)
|
|
|
952,662
|
|
|
|
189,662
|
|
|
|
45,804
|
|
Interarea Eliminations
|
|
|
(829,869
|
)
|
|
|
829,869
|
|
|
|
-
|
|
|
|
(145,323
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,418,934
|
|
|
$
|
-
|
|
|
$
|
3,418,934
|
|
|
$
|
586,101
|
|
|
$
|
324,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
Information
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
Original equipment
|
|
$
|
1,426,744
|
|
|
$
|
1,628,375
|
|
|
$
|
1,439,493
|
|
Aftermarket
|
|
|
2,097,590
|
|
|
|
1,969,939
|
|
|
|
1,979,441
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
3,524,334
|
|
|
$
|
3,598,314
|
|
|
$
|
3,418,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22.
|
Subsidiary
Guarantors
|
The following tables present condensed consolidated financial
information for fiscal years 2010, 2009, and 2008 for;
(a) the Company; (b) on a combined basis, the
guarantors of the Credit Agreement and Senior Notes issued in
November 2006, which include Joy Technologies Inc., P&H
Mining Equipment Inc. and N.E.S Investment Co. and Continental
Crushing & Conveying Inc.(Subsidiary
Guarantors); and (c) on a combined basis, the
non-guarantors, which include all of our foreign subsidiaries
and a number of small domestic subsidiaries (Non-Guarantor
Subsidiaries). Separate financial statements of the
Subsidiary Guarantors are not presented because the guarantors
are unconditionally, jointly, and severally liable under the
guarantees, and we believe such separate statements or
disclosures would not be useful to investors.
F-44
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Condensed
Consolidated Statement of Income
Fiscal Year Ended October 29, 2010
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Subsidiary
|
|
|
Non-Guarantor
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
Guarantors
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
Net sales
|
|
$
|
-
|
|
|
$
|
2,081,016
|
|
|
$
|
2,188,814
|
|
|
$
|
(745,496
|
)
|
|
$
|
3,524,334
|
|
Cost of sales
|
|
|
-
|
|
|
|
1,400,103
|
|
|
|
1,551,507
|
|
|
|
(600,902
|
)
|
|
|
2,350,708
|
|
Product development, selling and administrative expenses
|
|
|
42,776
|
|
|
|
237,392
|
|
|
|
200,468
|
|
|
|
-
|
|
|
|
480,636
|
|
Other income
|
|
|
-
|
|
|
|
59,799
|
|
|
|
(63,912
|
)
|
|
|
-
|
|
|
|
(4,113
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(42,776
|
)
|
|
|
383,722
|
|
|
|
500,751
|
|
|
|
(144,594
|
)
|
|
|
697,103
|
|
Intercompany items
|
|
|
41,121
|
|
|
|
(59,151
|
)
|
|
|
(73,731
|
)
|
|
|
91,761
|
|
|
|
-
|
|
Interest income (expense) net
|
|
|
(28,209
|
)
|
|
|
3,197
|
|
|
|
8,243
|
|
|
|
-
|
|
|
|
(16,769
|
)
|
Reorganization items
|
|
|
(1,310
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,310
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes and
equity
|
|
|
(31,174
|
)
|
|
|
327,768
|
|
|
|
435,263
|
|
|
|
(52,833
|
)
|
|
|
679,024
|
|
Provision (benefit) for income taxes
|
|
|
(25,294
|
)
|
|
|
173,403
|
|
|
|
69,416
|
|
|
|
-
|
|
|
|
217,525
|
|
Equity in income (loss) of subsidiaries
|
|
|
467,379
|
|
|
|
139,231
|
|
|
|
-
|
|
|
|
(606,610
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
461,499
|
|
|
$
|
293,596
|
|
|
$
|
365,847
|
|
|
$
|
(659,443
|
)
|
|
$
|
461,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-45
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Condensed
Consolidated Statement of Income
Fiscal Year Ended October 30, 2009
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Subsidiary
|
|
|
Non-Guarantor
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
Guarantors
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
Net sales
|
|
$
|
-
|
|
|
$
|
2,332,609
|
|
|
$
|
2,178,182
|
|
|
$
|
(912,477
|
)
|
|
$
|
3,598,314
|
|
Cost of sales
|
|
|
-
|
|
|
|
1,578,224
|
|
|
|
1,592,690
|
|
|
|
(725,400
|
)
|
|
|
2,445,514
|
|
Product development, selling and administrative expenses
|
|
|
41,581
|
|
|
|
233,482
|
|
|
|
179,459
|
|
|
|
-
|
|
|
|
454,522
|
|
Other income
|
|
|
-
|
|
|
|
55,974
|
|
|
|
(60,008
|
)
|
|
|
-
|
|
|
|
(4,034
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(41,581
|
)
|
|
|
464,929
|
|
|
|
466,041
|
|
|
|
(187,077
|
)
|
|
|
702,312
|
|
Intercompany items
|
|
|
39,373
|
|
|
|
(62,360
|
)
|
|
|
(94,177
|
)
|
|
|
117,164
|
|
|
|
-
|
|
Interest income (expense) net
|
|
|
(30,698
|
)
|
|
|
2,247
|
|
|
|
3,719
|
|
|
|
-
|
|
|
|
(24,732
|
)
|
Reorganization items
|
|
|
24,370
|
|
|
|
-
|
|
|
|
(19,310
|
)
|
|
|
-
|
|
|
|
5,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes and
equity
|
|
|
(8,536
|
)
|
|
|
404,816
|
|
|
|
356,273
|
|
|
|
(69,913
|
)
|
|
|
682,640
|
|
Provision (benefit) for income taxes
|
|
|
(16,743
|
)
|
|
|
167,017
|
|
|
|
77,716
|
|
|
|
-
|
|
|
|
227,990
|
|
Equity in income (loss) of subsidiaries
|
|
|
446,443
|
|
|
|
201,690
|
|
|
|
-
|
|
|
|
(648,133
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
454,650
|
|
|
$
|
439,489
|
|
|
$
|
278,557
|
|
|
$
|
(718,046
|
)
|
|
$
|
454,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-46
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Condensed
Consolidated Statement of Income
Fiscal Year Ended October 31, 2008
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Subsidiary
|
|
|
Non-Guarantor
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
Guarantors
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
Net sales
|
|
$
|
-
|
|
|
$
|
2,152,573
|
|
|
$
|
2,096,230
|
|
|
$
|
(829,869
|
)
|
|
$
|
3,418,934
|
|
Cost of sales
|
|
|
-
|
|
|
|
1,537,081
|
|
|
|
1,576,532
|
|
|
|
(684,684
|
)
|
|
|
2,428,929
|
|
Product development, selling and administrative expenses
|
|
|
34,529
|
|
|
|
221,451
|
|
|
|
185,547
|
|
|
|
-
|
|
|
|
441,527
|
|
Other income
|
|
|
-
|
|
|
|
45,436
|
|
|
|
(48,162
|
)
|
|
|
-
|
|
|
|
(2,726
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(34,529
|
)
|
|
|
348,605
|
|
|
|
382,313
|
|
|
|
(145,185
|
)
|
|
|
551,204
|
|
Intercompany items
|
|
|
10,782
|
|
|
|
(62,811
|
)
|
|
|
(54,861
|
)
|
|
|
106,890
|
|
|
|
-
|
|
Interest income (expense) net
|
|
|
(31,494
|
)
|
|
|
778
|
|
|
|
9,018
|
|
|
|
-
|
|
|
|
(21,698
|
)
|
Reorganization items
|
|
|
(364
|
)
|
|
|
-
|
|
|
|
(2,055
|
)
|
|
|
-
|
|
|
|
(2,419
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes and
equity
|
|
|
(55,605
|
)
|
|
|
286,572
|
|
|
|
334,415
|
|
|
|
(38,295
|
)
|
|
|
527,087
|
|
Provision (benefit) for income taxes
|
|
|
(47,781
|
)
|
|
|
146,791
|
|
|
|
54,940
|
|
|
|
-
|
|
|
|
153,950
|
|
Equity in income (loss) of subsidiaries
|
|
|
382,102
|
|
|
|
224,301
|
|
|
|
-
|
|
|
|
(606,403
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
374,278
|
|
|
|
364,082
|
|
|
|
279,475
|
|
|
|
(644,698
|
)
|
|
|
373,137
|
|
Income from discontinued operations
|
|
|
-
|
|
|
|
1,141
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
374,278
|
|
|
$
|
365,223
|
|
|
$
|
279,475
|
|
|
$
|
(644,698
|
)
|
|
$
|
374,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-47
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Condensed
Consolidating Balance Sheets:
As of October 29, 2010
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Subsidiary
|
|
|
Non-Guarantor
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
Guarantors
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
488,248
|
|
|
$
|
744,525
|
|
|
$
|
1,236,264
|
|
|
$
|
(107,110
|
)
|
|
$
|
2,361,927
|
|
Property, plant and
equipment-net
|
|
|
964
|
|
|
|
185,073
|
|
|
|
191,987
|
|
|
|
-
|
|
|
|
378,024
|
|
Intangible
assets-net
|
|
|
-
|
|
|
|
284,993
|
|
|
|
19,524
|
|
|
|
-
|
|
|
|
304,517
|
|
Other assets
|
|
|
1,714,000
|
|
|
|
501,526
|
|
|
|
963,265
|
|
|
|
(2,952,246
|
)
|
|
|
226,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,203,212
|
|
|
$
|
1,716,117
|
|
|
$
|
2,411,040
|
|
|
$
|
(3,059,356
|
)
|
|
$
|
3,271,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
Current liabilities
|
|
$
|
21,885
|
|
|
$
|
477,105
|
|
|
$
|
561,519
|
|
|
$
|
(37,185
|
)
|
|
$
|
1,023,324
|
|
Long-term debt
|
|
|
396,094
|
|
|
|
-
|
|
|
|
232
|
|
|
|
-
|
|
|
|
396,326
|
|
Accrued pension costs
|
|
|
413,302
|
|
|
|
7,926
|
|
|
|
7,120
|
|
|
|
-
|
|
|
|
428,348
|
|
Other non-current liabilities
|
|
|
29,565
|
|
|
|
13,794
|
|
|
|
37,290
|
|
|
|
-
|
|
|
|
80,649
|
|
Shareholders equity
|
|
|
1,342,366
|
|
|
|
1,217,292
|
|
|
|
1,804,879
|
|
|
|
(3,022,171
|
)
|
|
|
1,342,366
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
2,203,212
|
|
|
$
|
1,716,117
|
|
|
$
|
2,411,040
|
|
|
$
|
(3,059,356
|
)
|
|
$
|
3,271,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of October 30, 2009
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Subsidiary
|
|
|
Non-Guarantor
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
Guarantors
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$
|
217,949
|
|
|
$
|
715,556
|
|
|
$
|
1,115,916
|
|
|
$
|
(99,394
|
)
|
|
$
|
1,950,027
|
|
Property, plant and
equipment-net
|
|
|
278
|
|
|
|
177,497
|
|
|
|
169,283
|
|
|
|
-
|
|
|
|
347,058
|
|
Intangible
assets-net
|
|
|
-
|
|
|
|
296,388
|
|
|
|
18,381
|
|
|
|
-
|
|
|
|
314,769
|
|
Other assets
|
|
|
1,850,533
|
|
|
|
360,773
|
|
|
|
975,382
|
|
|
|
(2,803,291
|
)
|
|
|
383,397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,068,760
|
|
|
$
|
1,550,214
|
|
|
$
|
2,278,962
|
|
|
$
|
(2,902,685
|
)
|
|
$
|
2,995,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
Current liabilities
|
|
$
|
55,355
|
|
|
$
|
415,696
|
|
|
$
|
484,410
|
|
|
$
|
(28,677
|
)
|
|
$
|
926,784
|
|
Long-term debt
|
|
|
522,636
|
|
|
|
-
|
|
|
|
1,254
|
|
|
|
-
|
|
|
|
523,890
|
|
Accrued pension costs
|
|
|
560,812
|
|
|
|
7,934
|
|
|
|
7,394
|
|
|
|
-
|
|
|
|
576,140
|
|
Other non-current liabilities
|
|
|
129,246
|
|
|
|
12,419
|
|
|
|
26,061
|
|
|
|
-
|
|
|
|
167,726
|
|
Shareholders equity
|
|
|
800,711
|
|
|
|
1,114,165
|
|
|
|
1,759,843
|
|
|
|
(2,874,008
|
)
|
|
|
800,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$
|
2,068,760
|
|
|
$
|
1,550,214
|
|
|
$
|
2,278,962
|
|
|
$
|
(2,902,685
|
)
|
|
$
|
2,995,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-48
Joy
Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010
Condensed
Consolidating Statement of Cash Flows:
Year Ended October 29, 2010
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Subsidiary
|
|
|
Non-Guarantor
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
Guarantors
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
Net cash provided by operating activities
|
|
$
|
477,426
|
|
|
$
|
36,453
|
|
|
$
|
69,610
|
|
|
$
|
-
|
|
|
$
|
583,489
|
|
Net cash used by investing activities
|
|
|
(1,099
|
)
|
|
|
(39,086
|
)
|
|
|
(34,730
|
)
|
|
|
-
|
|
|
|
(74,915
|
)
|
Net cash provided (used) by financing activities
|
|
|
(183,255
|
)
|
|
|
(135
|
)
|
|
|
(1,666
|
)
|
|
|
-
|
|
|
|
(185,056
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
-
|
|
|
|
-
|
|
|
|
20,378
|
|
|
|
-
|
|
|
|
20,378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents
|
|
|
293,072
|
|
|
|
(2,768
|
)
|
|
|
53,592
|
|
|
|
-
|
|
|
|
343,896
|
|
Cash and cash equivalents at beginning of period
|
|
|
146,223
|
|
|
|
19,030
|
|
|
|
306,432
|
|
|
|
-
|
|
|
|
471,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
439,295
|
|
|
$
|
16,262
|
|
|
$
|
360,024
|
|
|
$
|
-
|
|
|
$
|
815,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended October 30, 2009
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Subsidiary
|
|
|
Non-Guarantor
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
Guarantors
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
Net cash provided by operating activities
|
|
$
|
190,174
|
|
|
$
|
51,468
|
|
|
$
|
210,319
|
|
|
$
|
-
|
|
|
$
|
451,961
|
|
Net cash used by investing activities
|
|
|
(795
|
)
|
|
|
(35,857
|
)
|
|
|
(67,362
|
)
|
|
|
-
|
|
|
|
(104,014
|
)
|
Net cash used by financing activities
|
|
|
(98,849
|
)
|
|
|
(13
|
)
|
|
|
(8,699
|
)
|
|
|
-
|
|
|
|
(107,561
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
-
|
|
|
|
-
|
|
|
|
29,724
|
|
|
|
-
|
|
|
|
29,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents
|
|
|
90,530
|
|
|
|
15,598
|
|
|
|
163,982
|
|
|
|
-
|
|
|
|
270,110
|
|
Cash and cash equivalents at beginning of period
|
|
|
55,693
|
|
|
|
3,432
|
|
|
|
142,450
|
|
|
|
-
|
|
|
|
201,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
146,223
|
|
|
$
|
19,030
|
|
|
$
|
306,432
|
|
|
$
|
-
|
|
|
$
|
471,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended October 31, 2008
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
|
|
|
Subsidiary
|
|
|
Non-Guarantor
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
Guarantors
|
|
|
Subsidiaries
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
Net cash provided by operating activities
|
|
$
|
469,072
|
|
|
$
|
29,735
|
|
|
$
|
78,478
|
|
|
$
|
-
|
|
|
$
|
577,285
|
|
Net cash used by investing activities
|
|
|
(265,582
|
)
|
|
|
(37,683
|
)
|
|
|
(25,400
|
)
|
|
|
-
|
|
|
|
(328,665
|
)
|
Net cash used by financing activities
|
|
|
(184,411
|
)
|
|
|
(14
|
)
|
|
|
3,782
|
|
|
|
-
|
|
|
|
(180,643
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
-
|
|
|
|
-
|
|
|
|
(39,650
|
)
|
|
|
-
|
|
|
|
(39,650
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents
|
|
|
19,079
|
|
|
|
(7,962
|
)
|
|
|
17,210
|
|
|
|
-
|
|
|
|
28,327
|
|
Cash and cash equivalents at beginning of period
|
|
|
36,614
|
|
|
|
11,394
|
|
|
|
125,240
|
|
|
|
-
|
|
|
|
173,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
55,693
|
|
|
$
|
3,432
|
|
|
$
|
142,450
|
|
|
$
|
-
|
|
|
$
|
201,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-49
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, Wisconsin,
on the 20th day of December 2010.
JOY
GLOBAL INC.
(Registrant)
/s/
Michael W. Sutherlin
Michael W.
Sutherlin
President
And Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears above an asterisk below hereby constitutes and
appoints Michael W. Sutherlin and Sean D. Major as his attorney
or attorneys-in-fact and agents, each with full power of
substitution, for him in any and all capacities, to sign any and
all amendments to this Annual Report on
Form 10-K,
and to file the same, with all exhibits thereto and other
documents in connection therewith, with the U.S. Securities
and Exchange Commission, hereby ratifying, approving and
confirming our signatures as they may be signed by our said
attorney to any and all amendments to said Report.
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities indicated on
December 20, 2010.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Michael
W. Sutherlin
Michael
W. Sutherlin
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
/s/ Michael
S. Olsen
Michael
S. Olsen
|
|
Executive Vice President, Chief Financial Officer and
Treasurer
(Principal Financial Officer)
|
|
|
|
/s/ Ricky
T. Dillon
Ricky
T. Dillon*
|
|
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
|
|
|
/s/ John
Nils Hanson
John
Nils Hanson*
|
|
Chairman of the Board of Directors
|
|
|
|
/s/ Steven
L. Gerard
Steven
L. Gerard*
|
|
Director
|
|
|
|
/s/ Ken
C. Johnsen
Ken
C. Johnsen*
|
|
Director
|
|
|
|
/s/ Gale
E. Klappa
Gale
E. Klappa*
|
|
Director
|
|
|
|
/s/ Richard
B. Loynd
Richard
B. Loynd*
|
|
Director
|
F-50
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ P.
Eric Siegert
P.
Eric Siegert*
|
|
Director
|
|
|
|
/s/ James
H. Tate
James
H. Tate*
|
|
Director
|
December 20,
2010
|
|
|
By:
|
/s/ Michael
W. Sutherlin
|
|
Michael W. Sutherlin, Attorney-in-fact
F-51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Additions
|
|
|
|
|
|
Currency
|
|
|
Acquisitions/
|
|
|
Balance
|
|
|
|
Beginning
|
|
|
Charged
|
|
|
|
|
|
Translation
|
|
|
Discontinued
|
|
|
at End
|
|
Classification
|
|
of Year
|
|
|
to Expense
|
|
|
Deductions(1)
|
|
|
Effects
|
|
|
Operations
|
|
|
of Year
|
|
|
Allowance Deducted in Consolidated Balance Sheet from Accounts
Receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2010
|
|
$
|
10,688
|
|
|
$
|
4,020
|
|
|
$
|
(5,535
|
)
|
|
$
|
708
|
|
|
$
|
-
|
|
|
$
|
9,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2009
|
|
$
|
4,836
|
|
|
$
|
6,923
|
|
|
$
|
(1,433
|
)
|
|
$
|
362
|
|
|
$
|
-
|
|
|
$
|
10,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2008
|
|
$
|
3,970
|
|
|
$
|
1,281
|
|
|
$
|
(892
|
)
|
|
$
|
(406
|
)
|
|
$
|
883
|
|
|
$
|
4,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents write-off of bad debts net of recoveries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Allocated
|
|
|
Allocated
|
|
|
Reclass to
|
|
|
Balance
|
|
|
|
Beginning
|
|
|
to Tax
|
|
|
to
|
|
|
L-T Deferred
|
|
|
at End
|
|
|
|
of Year
|
|
|
Expense
|
|
|
APIC
|
|
|
Tax Assets
|
|
|
of Year
|
|
|
Allowance Deducted in Consolidated Balance Sheet from Deferred
Tax Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2010
|
|
$
|
113,604
|
|
|
$
|
1,164
|
|
|
$
|
-
|
|
|
$
|
8,744
|
|
|
$
|
123,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2009
|
|
$
|
112,933
|
|
|
$
|
114
|
|
|
$
|
-
|
|
|
$
|
557
|
|
|
$
|
113,604
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2008
|
|
$
|
115,490
|
|
|
$
|
(3,495
|
)
|
|
$
|
(1,030
|
)
|
|
$
|
1,968
|
|
|
$
|
112,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-52
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
|
|
ITEM 14.
|
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION.
|
The estimated expenses, other than underwriting discounts and
commissions, in connection with the issuance and distribution of
the securities are as follows:
|
|
|
|
|
SEC registration fee
|
|
$
|
*
|
|
Legal fees and expenses
|
|
|
**
|
|
Accounting fees and expenses
|
|
|
**
|
|
Stock exchange listing fees
|
|
|
**
|
|
Printing expenses
|
|
|
**
|
|
Miscellaneous
|
|
|
**
|
|
|
|
|
|
|
Total
|
|
$
|
**
|
|
|
|
|
*
|
|
In accordance with Rules 456(b) and 457(r) under the
Securities Act, the registrant is deferring payment of the
registration fee associated with this registration statement.
|
|
**
|
|
Because an indeterminate amount of securities is covered by this
registration statement, the expenses incurred in connection with
the issuance and distribution of such securities are not
currently determinable. The estimate of such expenses incurred
in connection with securities to be offered and sold pursuant to
this registration statement will be included in the applicable
prospectus supplement.
|
|
|
ITEM 15.
|
INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
|
Joy
Global Inc.
Delaware
General Corporation Law
Section 102(b)(7) of the Delaware General Corporation Law
(the DGCL) permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting
the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty
as a director, except that such provision may not eliminate or
limit the liability of a director for (1) any breach of the
directors duty of loyalty to the corporation or its
stockholders, (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (3) liability under section 174 of the DGCL for
unlawful payment of dividends or stock purchases or redemptions,
or (4) any transaction from which the director derived an
improper personal benefit.
Section 145 of the DGCL provides that a corporation has the
power to indemnify any person, including any officer or
director, who was or is a party or who is threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys fees), judgments, fines and amounts
paid in settlement, actually and reasonably incurred by such
person in connection with such suit, action or proceeding, if
such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal
action or proceeding, if such person had no reasonable cause to
believe his conduct was unlawful; provided, that, in the case of
any threatened, pending or completed action by or in the right
of the corporation, no indemnification shall be made with
respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless
and only to the extent that a court shall determine that such
indemnity is proper. Where a director, officer, employee or
agent is successful on the merits or otherwise in the defense of
any action referred to above, the corporation is required under
the DGCL to indemnify such person against any expenses
(including attorneys fees) reasonably incurred by such
person in connection with the action.
II-1
Certificate
of Incorporation and Bylaws
Article 6 of our Certificate of Incorporation provides
that, to the fullest extent permitted by the DGCL, as presently
existing or as amended, no director of Joy Global shall be
liable to the Company or its stockholders for monetary damages
arising from a breach of fiduciary duty owed to the Company or
its stockholders.
Article III, Section 15 of our Bylaws provides that
each person who was or is made a party, or is threatened to be
made a party to, or is involved in any action, suit,
arbitration, mediation or proceeding, whether civil, criminal,
administrative or investigative, whether domestic or foreign, by
reason of the fact that he or she, or a person of whom he or she
is the legal representative, is or was a director or officer of
Joy Global or is or was serving at the request of the Company as
a director, officer, fiduciary, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless by the
Company to the fullest extent not prohibited by the DGCL,
against all expense, liability and loss reasonably incurred or
suffered by such person in connection therewith. The right to
indemnification conferred in the Bylaws is a contract right and
is not exclusive of any other right which any person may have or
acquire. We may maintain insurance, at our expense, to protect
the Company and any applicable person against any such expense,
liability or loss, whether or not the Company would have the
power to indemnify such person against such expense, liability
or loss under the DGCL.
The above discussion of Sections 102 and 145 of the DGCL,
our Certificate of Incorporation and Bylaws is not intended to
be exhaustive and is qualified in its entirety by the actual
provisions of that statute and those documents.
Joy
Technologies Inc. and P&H Mining Equipment Inc.
Certificates
of Incorporation and Bylaws
Joy Technologies Inc. and P&H Mining Equipment Inc. are
Delaware corporations subject to the provisions of the DGCL as
described above with respect to the Company. Article VIII
of each corporations Certificate of Incorporation provides
that directors shall not be personally liable to the corporation
or its stockholders for monetary damages arising from a breach
of fiduciary duty, except to the extent such limitation is not
permitted by the DGCL.
Article V of each corporations Bylaws provides that
each person who was or is made a party, or is threatened to be
made a party to, or is involved in any action, suit arbitration,
mediation or proceeding, whether civil, criminal, administrative
or investigative, whether domestic or foreign, by reason of the
fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the
corporation or is or was serving at the request of the
corporation as a director, officer, fiduciary, employee or agent
of another corporation or of a partnership, joint venture, trust
or other enterprise, shall be indemnified and held harmless by
the corporation to the fullest extent not prohibited by the
DGCL, against all expense, liability and loss reasonably
incurred or suffered by such person in connection therewith. The
right to indemnification conferred in the Bylaws of the
corporations is a contract right and is not exclusive of any
other right which any person may have or acquire. The
corporations may maintain insurance, at their expense, to
protect the corporations and any applicable person against any
such expense, liability or loss, whether or not the corporations
would have the power to indemnify such person against such
expense, liability or loss under the DGCL.
N.E.S.
Investment Co. and Continental Crushing & Conveying
Inc.
Certificates
of Incorporation and Bylaws
N.E.S. Investment Co. and Continental Crushing &
Conveying Inc. are Delaware corporations subject to the
provisions of the DGCL as described above with respect to the
Company. Article 11 of each corporations Certificate
of Incorporation provides that, to the fullest extent permitted
by the DGCL, as presently existing or as amended, no director of
either corporation shall be liable to such corporation or its
II-2
stockholders for monetary damages arising from a breach of
fiduciary duty owed to the corporation or its stockholders.
Article VI of each corporations Bylaws provides that
a person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director
or officer of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in the manner
he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. If a director, officer, employee or agent
of the corporations is successful on the merits or otherwise in
defense of any action, suit or proceeding, or in defense of any
claim, such person shall be indemnified against expenses
(including attorneys fees) actually and reasonably
incurred as a matter of right. The corporations may purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent, or who is or was serving
at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity,
whether or not the corporation would have the power to indemnify
such person against such liability.
LeTourneau
Technologies, Inc.
Texas
Business Corporation Act
Section 8.051 of the Texas Business Organizations Code (the
TBOC) provides that a Texas corporation shall
indemnify a governing person, former governing person, or
delegate against reasonable expenses actually incurred by the
person in connection with a proceeding in which the person is a
respondent because the person is or was a governing person or
delegate if the person is wholly successful, on the merits or
otherwise, in the defense of the proceeding. Further, if a court
determines in a suit for indemnification that a governing
person, former governing person, or delegate is entitled to
indemnification pursuant to Section 8.051, it shall order
indemnification and award to such person the expenses incurred
in securing the indemnification. Section 8.105 of the TBOC
provides that these provisions shall also apply to officers of a
Texas corporation.
Under Section 8.101 of the TBOC, a Texas corporation may
indemnify a governing person, former governing person, delegate,
officer, employee or agent who was, is or is threatened to be
made a respondent in a proceeding to the extent permitted by
Section 8.102 if it is determined that the person:
(i) acted in good faith, (ii) reasonably believed that
conduct in such persons official capacity was in the
corporations best interests and in other cases was not
opposed to the corporations best interests, and
(iii) in the case of a criminal proceeding, did not have
reasonable cause to believe that such persons conduct was
unlawful. To award indemnification, the corporation must also
determine that, with respect to expenses, the amount other than
a judgment is reasonable and that indemnification should be paid.
Sections 8.102 and 8.105 of the TBOC permit a Texas
corporation to provide in its certificate of formation and
bylaws for the indemnification of a governing person, former
governing person, delegate, officer, employee or agent against a
judgment and other expenses, if such expenses are reasonable and
actually incurred in connection with a proceeding.
Indemnification is limited to those found liable to the
corporation is limited to reasonable expenses actually incurred
in connection with the proceeding, does not include a judgment,
penalty, fine or excise or similar tax, and is prohibited in
relation to a proceeding where such person has been found liable
for willful or intentional misconduct in the performance of his
or her duty to the corporation, breach of his or her duty of
loyalty, or an act or omission not committed in good faith that
constitutes a breach of a duty owned to the corporation.
Certificate
of Incorporation and Bylaws
Article 10 of LeTourneaus Restated Certificate of
Formation provides that a director shall not be liable to
LeTourneau or its shareholders for monetary damages for any act
or omission in his or her capacity as a director,
II-3
except that a directors liability shall not be eliminated
or limited for (i) a breach of the directors duty of
loyalty, (ii) an act or omission not in good faith that
constitutes a breach of duty of the director or that involves
intentional misconduct or a knowing violation of law,
(iii) a transaction from which the director received an
improper benefit, or (iv) an act or omission for which the
directors liability is expressly provided for in the
statute.
Article V of LeTourneaus Bylaws provide that LeTourneau
will indemnify any present or former director, advisory director
or officer (including assistant officers), including any such
person serving at LeTourneaus request as a director,
officer, partner, venturer, proprietor, trustee, employee, agent
or similar functionary of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against all judgments, penalties
(including excise and similar taxes), fines, amounts paid in
settlement and reasonable expenses actually incurred in
connection with any proceeding in which such person was, is or
is threatened to be named defendant or respondent, by reason, in
whole or in part, of serving or having served, or having been
nominated or designated to serve in such position, if it is
determined that the person (i) conducted himself in good
faith, (ii) reasonably believed that his conduct in his
official capacity was in LeTourneaus best interests and in
other circumstances was not opposed to its best interests,
and (iii) in the case of any criminal proceeding, had no
reasonable cause to believe that his conduct was unlawful. No
indemnification shall be made to a person who has been found
liable for willful or intentional misconduct in the performance
of any duty to LeTourneau, including any misappropriation of any
business opportunity, funds or property of LeTourneau, tortious
interference with any business relationship of LeTourneau or
other willful misconduct that is injurious to LeTourneau, breach
of the persons duty of loyalty owed to LeTourneau, or an
act or omission not committed in good faith that constitutes a
breach of a duty owed by the person to LeTourneau.
The attached Exhibit Index is incorporated herein by
reference.
The undersigned registrant hereby undertakes:
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|
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1.
|
To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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(i)
|
to include any prospectus required by Section 10(a)(3) of
the Securities Act;
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(ii)
|
to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) under
the Securities Act if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement; and
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|
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(iii)
|
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
|
provided, however, that paragraphs (1)(i), (1)(ii) and 1(iii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15(d) of the
Exchange Act, that are incorporated by reference in this
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of this
registration statement.
II-4
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|
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2.
|
That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
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3.
|
To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
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4.
|
That, for the purpose of determining liability under the
Securities Act to any purchaser:
|
|
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|
|
(i)
|
each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
|
|
|
(ii)
|
each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant
to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of the
Securities Act shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of
the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the
securities in the registration statement to which that
prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the
registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
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|
5.
|
That, for the purpose of determining liability of the registrant
under the Securities Act to any purchaser in the initial
distribution of the securities: The undersigned registrant
undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
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|
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|
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(i)
|
any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed
pursuant to Rule 424;
|
|
|
(ii)
|
any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
|
|
|
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|
(iii)
|
the portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
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|
|
|
|
(iv)
|
any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
|
|
|
|
|
6.
|
That, for purposes of determining any liability under the
Securities Act, each filing of such registrants annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
|
II-5
|
|
|
|
7.
|
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 15 above, or otherwise, the registrant
has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such officer, director or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
|
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3,
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Milwaukee, State of Wisconsin, on the 6th day of
October, 2011.
JOY GLOBAL INC.
Michael S. Olsen
Executive Vice President, Chief Financial Officer
and Treasurer
POWER OF
ATTORNEY
Each person whose signature appears below hereby appoints
Michael W. Sutherlin and Sean D. Major, and each of them
severally, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in connection therewith, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Michael
W. Sutherlin
Michael
W. Sutherlin
|
|
President, Chief Executive Officer and Director (Principal
Executive Officer)
|
|
October 6, 2011
|
|
|
|
|
|
/s/ Michael
S. Olsen
Michael
S. Olsen
|
|
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
|
October 6, 2011
|
|
|
|
|
|
/s/ Ricky
T. Dillon
Ricky
T. Dillon
|
|
Vice President, Controller and Chief
Accounting Officer
(Principal Accounting Officer)
|
|
October 6, 2011
|
|
|
|
|
|
/s/ John
Nils Hanson
John
Nils Hanson
|
|
Director, Chairman of the Board
|
|
October 6, 2011
|
|
|
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|
|
/s/ Steven
L. Gerard
Steven
L. Gerard
|
|
Director
|
|
October 6, 2011
|
|
|
|
|
|
/s/ Gale
E. Klappa
Gale
E. Klappa
|
|
Director
|
|
October 6, 2011
|
II-7
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|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Richard
B. Loynd
Richard
B. Loynd
|
|
Director
|
|
October 6, 2011
|
|
|
|
|
|
/s/ P.
Eric Siegert
P.
Eric Siegert
|
|
Director
|
|
October 6, 2011
|
|
|
|
|
|
/s/ James
H. Tate
James
H. Tate
|
|
Director
|
|
October 6, 2011
|
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3,
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Milwaukee, State of Wisconsin, on the 6th day of
October, 2011.
JOY TECHNOLOGIES INC.
Michael S. Olsen
Vice President
POWER OF
ATTORNEY
Each person whose signature appears below hereby appoints
Michael W. Sutherlin and Sean D. Major, and each of them
severally, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in connection therewith, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Michael
W. Sutherlin
Michael
W. Sutherlin
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
October 6, 2011
|
|
|
|
|
|
/s/ Michael
S. Olsen
Michael
S. Olsen
|
|
Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
|
October 6, 2011
|
|
|
|
|
|
/s/ Edward
L. Doheny II
Edward
L. Doheny II
|
|
Director
|
|
October 6, 2011
|
|
|
|
|
|
/s/ Sean
D. Major
Sean
D. Major
|
|
Director
|
|
October 6, 2011
|
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3,
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Milwaukee, State of Wisconsin, on the 6th day of
October, 2011.
P&H MINING EQUIPMENT INC.
Michael S. Olsen
Vice President
POWER OF
ATTORNEY
Each person whose signature appears below hereby appoints
Michael W. Sutherlin and Sean D. Major, and each of them
severally, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in connection therewith, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Michael
W. Sutherlin
Michael
W. Sutherlin
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
October 6, 2011
|
|
|
|
|
|
/s/ Michael
S. Olsen
Michael
S. Olsen
|
|
Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
|
October 6, 2011
|
|
|
|
|
|
/s/ Sean
D. Major
Sean
D. Major
|
|
Director
|
|
October 6, 2011
|
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3,
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Milwaukee, State of Wisconsin, on the 6th day of
October, 2011.
N.E.S. INVESTMENT CO.
Michael S. Olsen
Vice President
POWER OF
ATTORNEY
Each person whose signature appears below hereby appoints
Michael W. Sutherlin and Sean D. Major, and each of them
severally, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in connection therewith, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Edward
L. Doheny II
Edward
L. Doheny II
|
|
President and Director
(Principal Executive Officer)
|
|
October 6, 2011
|
|
|
|
|
|
/s/ Michael
S. Olsen
Michael
S. Olsen
|
|
Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
|
October 6, 2011
|
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3,
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Milwaukee, State of Wisconsin, on the 6th day of
October, 2011.
CONTINENTAL CRUSHING & CONVEYING INC.
Michael S. Olsen
Vice President
POWER OF
ATTORNEY
Each person whose signature appears below hereby appoints
Michael W. Sutherlin and Sean D. Major, and each of them
severally, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in connection therewith, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Edward
L. Doheny II
Edward
L. Doheny II
|
|
President, Chief Operating Officer and Director
(Principal Executive Officer)
|
|
October 6, 2011
|
|
|
|
|
|
/s/ Michael
S. Olsen
Michael
S. Olsen
|
|
Vice President
(Principal Financial Officer and
Principal Accounting Officer)
|
|
October 6, 2011
|
|
|
|
|
|
/s/ Michael
W. Sutherlin
Michael
W. Sutherlin
|
|
Director
|
|
October 6, 2011
|
|
|
|
|
|
/s/ Sean
D. Major
Sean
D. Major
|
|
Director
|
|
October 6, 2011
|
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3,
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Milwaukee, State of Wisconsin, on the 6th day of
October, 2011.
LETOURNEAU TECHNOLOGIES, INC.
Michael S. Olsen
Vice President
POWER OF
ATTORNEY
Each person whose signature appears below hereby appoints
Michael W. Sutherlin and Sean D. Major, and each of them
severally, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises in connection therewith, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Michael
W. Sutherlin
Michael
W. Sutherlin
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
October 6, 2011
|
|
|
|
|
|
/s/ Michael
S. Olsen
Michael
S. Olsen
|
|
Vice President and Director
(Principal Financial Officer and
Principal Accounting Officer)
|
|
October 6, 2011
|
|
|
|
|
|
/s/ Sean
D. Major
Sean
D. Major
|
|
Director
|
|
October 6, 2011
|
|
|
|
|
|
/s/ Kim
R. Kodousek
Kim
R. Kodousek
|
|
Director
|
|
October 6, 2011
|
II-13
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibit and
Reference
|
|
*
|
|
|
1
|
.1
|
|
Form of Underwriting or Sales Agency Agreement
|
|
|
|
4
|
.1
|
|
Rights Agreement, dated as of July 16, 2002, between Joy
Global Inc. and American Stock Transfer and Trust Company,
as rights agent, including the Form of Certificate of
Designations, the Form of Rights Certificate and the Summary of
Rights to Purchase Preferred Shares attached thereto as
Exhibits A, B and C (incorporated by reference to
Exhibit 4.1 to Joy Global Inc.s
Form 8-A
filed on July 17, 2002, File
No. 001-09299)
|
**
|
|
|
4
|
.2
|
|
Specimen Stock Certificate representing common stock of Joy
Global Inc.
|
*
|
|
|
4
|
.3
|
|
Form of Preferred Stock Certificate
|
|
|
|
4
|
.4
|
|
Indenture, dated as of November 10, 2006, between Joy
Global Inc. and Wells Fargo Bank, National Association, as
trustee (incorporated by reference to Exhibit 4.3 to
current report of Joy Global Inc. on
Form 8-K
filed November 16, 2006, File
No. 001-09299)
|
**
|
|
|
4
|
.5
|
|
Form of Senior Debt Security
|
|
|
|
4
|
.6
|
|
Form of Subordinated Indenture (incorporated by reference to
Exhibit 4.5 to Registration Statement on
Form S-3
dated December 23, 2004, File
No. 333-121569)
|
*
|
|
|
4
|
.7
|
|
Form of Subordinated Debt Security
|
*
|
|
|
4
|
.8
|
|
Form of Warrant Agreement
|
*
|
|
|
4
|
.9
|
|
Form of Warrant Certificate
|
*
|
|
|
4
|
.10
|
|
Form of Stock Purchase Agreement
|
*
|
|
|
4
|
.11
|
|
Form of Stock Purchase Unit
|
**
|
|
|
5
|
.1
|
|
Legal Opinion of Sean D. Major, Esq.
|
**
|
|
|
12
|
.1
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges
|
**
|
|
|
23
|
.1
|
|
Consent of Ernst & Young LLP (Independent Registered
Public Accounting Firm)
|
**
|
|
|
23
|
.2
|
|
Consent of Deloitte & Touche LLP (former independent
registered public accounting firm of LeTourneau Technologies,
Inc.)
|
|
|
|
23
|
.3
|
|
Consent of Sean D. Major, Esq. (included in
Exhibit 5.1)
|
|
|
|
24
|
.1
|
|
Power of Attorney (included on signature page)
|
**
|
|
|
25
|
.1
|
|
Statement of Eligibility on
Form T-1
under the Trust Indenture Act of 1939, as amended, of Wells
Fargo Bank, National Association
|
*
|
|
|
25
|
.2
|
|
Statement of Eligibility on
Form T-1
under the Trust Indenture Act of 1939, as amended, of the
Trustee under the Subordinated Indenture
|
**
|
|
|
101
|
.INS
|
|
XBRL Instance Document
|
**
|
|
|
101
|
.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
**
|
|
|
101
|
.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
**
|
|
|
101
|
.DEF
|
|
XBRL Taxonomy Extension Definition Document
|
**
|
|
|
101
|
.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
**
|
|
|
101
|
.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* To be filed as an exhibit to an amendment to this
registration statement or to a Current Report on
Form 8-K.
In addition, we will file any additional opinion of counsel that
is required with respect to the legality or tax consequences of
the securities offered hereby.
** Filed herewith.
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