JOYG Joy Global Inc. (MM)

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)

 

 

100 East Wisconsin Ave, Suite 2780
Milwaukee, Wisconsin 53202
(414) 319-8500

 

(Address, including zip code, and telephone number,
including area code, of registrant’s 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.  o

 

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.  o

 

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.  o

 

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.  þ

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.  o

 

 

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

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

*ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS

 

 

 

 

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.

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:

 

 

 

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.

 

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

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.

 

 

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.

 

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:

 

 

 

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.

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:

 

 

(Indentures, Section 5.1)

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:

 

 

(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,

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:

 

 

(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

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

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:

 

 

(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:

 

 

(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)

 

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.

 

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 corporation’s 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:

 

 

A business combination generally includes:

 

 

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

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:

 

 

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,

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:

 

 

 

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 Stock—Certain 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:

 

 

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:

 

 

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

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 management’s 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.

 

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 SEC’s web site at http://www.sec.gov . The information contained on the SEC’s 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 SEC’s 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:

 

 

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.

JOY GLOBAL INC.

 

INDEX TO FINANCIAL STATEMENTS

 

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

 

 

All other schedules are omitted because they are either not applicable or the required information is shown in the financial statements or notes thereto.

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

 

Introductory Note

 

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:

 

 

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 company’s 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.

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 :

 

 

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.

 

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 Company’s 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 Control—Integrated 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

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 Control—Integrated 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 Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s 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 company’s 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 company’s 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 company’s 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

 

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 Control—Integrated 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.

Joy Global Inc.
Consolidated Statement of Income
(In thousands, except share data)

 

 

See Notes to Consolidated Financial Statements

Joy Global Inc.
Consolidated Balance Sheet
(In thousands, except share data)

 

 

See Notes to Consolidated Financial Statements

Joy Global Inc.
Consolidated Balance Sheet
(In thousands, except share data)

 

 

See Notes to Consolidated Financial Statements

Joy Global Inc.
Consolidated Statement of Cash Flows
(In thousands)

 

 

See Notes to Consolidated Financial Statements

Joy Global Inc.
Consolidated Statement of Shareholders’ Equity
(In thousands, except per share data)

 

 

See Notes to Consolidated Financial Statements

Joy Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010

 

 

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 5—Income Taxes, Note 21—Segment Information and Note 22—Subsidiary Guarantors.

 

 

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.

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 unit’s 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 unit’s 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 operation’s 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.

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 machine’s long-term maintenance requirements. Under these contracts, customers are generally billed monthly based on hours of operation or units of production achieved by the equipment, with the respective deferred revenues recorded when billed. Revenue is recognized in the period in which parts are supplied or services provided. These contracts are reviewed quarterly by comparison of actual results to original estimates or most recent analysis, with revenue recognition adjusted appropriately for future estimated costs. If a loss is expected at any time, the full amount of the loss is recognized immediately.

 

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

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:

 

 

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

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 Arrangements—a consensus of the FASB Emerging Issues Task Force.” ASU No. 2009-13 establishes the accounting and reporting guidance for arrangements under which a vendor will perform multiple revenue-generating activities. Specifically, this ASU addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting. This 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 entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. This statement is effective for us in fiscal 2011. We do not expect a material impact from the adoption of SFAS No. 167 on our consolidated financial statements.

 

In December 2007, FASB issued ASC No. 805, “Business Combinations.” ASC No. 805 requires the measurement at fair value of assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree as of the acquisition date. ASC No. 805 also requires that acquisition related costs and costs to restructure the acquiree be expensed as incurred. ASC No. 805 became effective for us beginning in fiscal 2010. The adoption of ASC No. 805 did not have a significant effect on our consolidated financial statements and related disclosures.

 

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

Joy Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010

 

 

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:

 

 

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:

 

 

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.

Joy Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010

 

Estimated future annual amortization expense is as follows:

 

 

 

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.

Joy Global Inc.
Notes to Consolidated Financial Statements
October 29, 2010

 

Direct borrowings and capital lease obligations consisted of the following: