10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark

One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

Commission file number 000-50858

BUCYRUS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE (State or Other Jurisdiction of Incorporation or Organization)	39-0188050 (I.R.S. Employer Identification No.)
P. O. BOX 500 1100 MILWAUKEE AVENUE SOUTH MILWAUKEE, WISCONSIN (Address of Principal Executive Offices)	53172 (Zip Code)

(414) 768-4000

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $.01 per share

Preferred Stock Purchase Rights

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
(Do not check if a smaller reporting company)

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

The aggregate market value of the registrant’s common stock held by non-affiliates was $2.1 billion as of June 30, 2009, which was the last business day of the registrant’s most recently completed second fiscal quarter.

As of February 22, 2010, 80,869,261 shares of common stock of the Registrant were outstanding.

Documents Incorporated by Reference:

1) Portions of our 2009 Annual Report to Stockholders are incorporated by reference in Part II.

2) Portions of our Proxy Statement for our Annual Meeting of Stockholders to be held on April 22, 2010

are incorporated by reference in Part III.

TABLE OF CONTENTS

Item	Description	Page
	PART I
	Sources of Market and Industry Data	1
	Forward-Looking Statements	2-3
1	Business	4-22
1A	Risk Factors	23-36
1B	Unresolved Staff Comments	36
2	Properties	36-40
3	Legal Proceedings	40-41
4	Submission of Matters to a Vote of Security Holders	41
	Executive Officers	42
	PART II
5	Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43-44
6	Selected Financial Data	45
7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
7A	Quantitative and Qualitative Disclosures about Market Risk	45
8	Financial Statements and Supplementary Data	45
9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	45
9A	Controls and Procedures	46
9B	Other Information	46
	PART III
10	Directors, Executive Officers and Corporate Governance	47
11	Executive Compensation	47
12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	47
13	Certain Relationships, Related Transactions and Director Independence	47
14	Principal Accounting Fees and Services	47
	PART IV
15	Exhibits and Financial Statement Schedules	48-50
	Signatures and Power of Attorney	51-52
	Exhibit Index	53-56

PART I

SOURCES OF MARKET AND INDUSTRY DATA

This report includes market share and industry data and forecasts that Bucyrus International, Inc. (“we”, “us”, “our”, “Bucyrus”) has obtained from internal company surveys, market research, consultant surveys, publicly available information and industry publications and surveys. Information for our surface mining segment regarding historical equipment sales, industry surveys of equipment installation and industry aftermarket purchasing and sales information are derived primarily from databases maintained by the Parker Bay Company, which specializes in providing market research for the mining and earthmoving equipment industries. Third party surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy and completeness of such information. We have not independently verified any of the data from third party sources nor have we ascertained that the underlying economic assumptions relied upon therein. Similarly, internal company surveys and reports, industry forecasts and market research, which we believe to be reliable based upon our knowledge of the industry, have not been verified by any independent sources. In addition, we do not know what assumptions regarding general worldwide or country specific economic growth were used in preparing the third party forecasts cited in this report. Except where otherwise noted, statements as to our position relative to our competitors or as to market share refer to the then most recent available data.

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the use of predictive, future tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “intends,” “may,” “will” or similar terms. You are cautioned that any such forward-looking statements are not guarantees of our future performance and involve significant risks and uncertainties, and that actual results may differ materially from those contained in the forward-looking statements as a result of various factors, some of which are unknown. The factors that could cause our actual results to differ materially from those anticipated in such forward-looking statements and could adversely affect our actual results of operations and financial position include, without limitation:

• our ability to integrate the acquired operations of Terex Mining and to realize expected synergies and expected levels of sales and profit from this acquisition;

• the availability of operating cash to service our indebtedness, including the substantial indebtedness incurred to acquire Terex Mining;

• liabilities relating to Terex Mining which are unknown to us;

• dependence on Terex Mining internal control systems for compliance with Section 404 of the Sarbanes-Oxley Act of 2002;

• our ability to fulfill certain employment obligations in connection with our acquisition of Terex Mining;

• our entering into a new line of business in which certain of our competitors have substantially more experience than we do as a result of our acquisition of Terex Mining;

• the cyclical nature of the sale of original equipment due to fluctuations in market prices for coal, copper, oil, iron ore and other minerals, changes in general economic conditions, changes in interest rates, changes in customers’ replacement or repair cycles, consolidation in the mining industry and competitive pressures;

• changes in global financial markets and global economic conditions;

• disruption of our plant operations due to equipment failures, natural disasters or other reasons;

• our dependence on the commodity price of coal and other conditions in the coal market;

• the highly competitive nature of the mining industry;

• our reliance on significant customers;

• the loss of key customers or key members of management;

• the risks and uncertainties of doing business in foreign countries, including emerging markets, and foreign currency risks;

• costs and risks associated with regulatory compliance and changing regulations affecting the mining industry and/or electric utilities;

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• our customers deferring, delaying or canceling capital investments due to volatility and tightening of credit markets, unprecedented financial market conditions and a global recession;

• our ability to attract and retain skilled labor;

• our reliance on local partners in foreign countries;

• our ability to continue to offer products containing innovative technology that meets the needs of our customers;

• work stoppages at our company, our customers, our suppliers or providers of transportation;

• our ability to protect intellectual property;

• our ability to successfully implement a new Enterprise Resource Planning (“ERP”) system in our surface segment;

• our ability to satisfy underfunded pension and postretirement obligations;

• our production capacity;

• product liability, environmental and other potential litigation; and

• our ability to purchase component parts or raw materials from key suppliers at acceptable prices and/or on the required time schedule.

The foregoing factors do not constitute an exhaustive list of factors that could cause our actual results to differ materially from those anticipated in forward-looking statements, and should be read in conjunction with the other cautionary statements and risk factors described in Item 1A to this Annual Report on Form 10-K and other cautionary statements described in our subsequent reports filed with the Securities and Exchange Commission. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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ITEM 1.  BUSINESS

Terex Mining Acquisition

On February 19, 2010, we completed the acquisition of the mining equipment business (“Terex Mining”) of Terex Corporation for $1.0 billion in cash and 5,809,731 shares of our common stock, subject to certain post-closing net assets, net debt and other adjustments. Terex Mining is a worldwide manufacturer of hydraulic excavators, off-highway haul trucks and drills, which are complementary to our existing product lines. As a result of this acquisition, we have significantly expanded our product portfolio, which will allow us to compete in a larger portion of the mining machinery market. We believe that this expanded product portfolio will make us the premier supplier of mining equipment.

Also on February 19, 2010, we entered into an amendment to our existing credit agreement to provide for an additional new secured term loan of $1.0 billion and $167.5 million of additional revolving credit facilities to fund the cash portion of the purchase price for Terex Mining and provide us with new revolving credit facilities to support our future working capital needs and capital expenditure plan.

Terex Mining Acquisition Rationale

We expect that our acquisition of Terex Mining will make us the premier supplier of mining equipment. We believe that this acquisition will allow us to (i) expand our global geographic footprint since there is little geographic overlap between our current operations and the operations of Terex Mining; (ii) diversify our product portfolio across a broader range of commodities; (iii) double our potential market to approximately $30 billion; and (iv) utilize the services of an expanded team of approximately 10,000 employees and contract employees in nearly 100 locations around the world as of the date of the acquisition.

Strategic and Financial Benefits of the Terex Mining Acquisition

Enhanced Scale and Scope.    Terex Mining produces the world’s largest hydraulic excavators, rugged haul trucks, advanced drilling machines and highwall mining systems. Terex Mining has 38 facilities around the world with approximately 2,100 employees. As a result of this acquisition, we have expanded our product offering into the growing hydraulic excavator market, as well as the truck and hydraulic track drill product categories.

Diversified Customer, Commodities and Geographic End Markets.    We expect to benefit from Terex Mining’s strong presence in the Asia Pacific (“APAC”) region. With this acquisition, our sales in the APAC region are expected to increase. We will also be able to diversify our overall commodity exposure by reducing our percentage of total sales generated by coal-related mining equipment and increasing our percentage of total sales generated by iron ore related mining equipment.

Aftermarket Revenue Opportunities.    The acquisition of Terex Mining should also generate additional aftermarket revenue opportunities. As a result of this acquisition, our installed base of machinery has grown from approximately $30 billion to approximately $40 billion. With a broader product portfolio, we expect an increase in opportunities for aftermarket parts and services.

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Incremental Access to Growing Economies.    The acquisition of Terex Mining has increased our access to growing economies. Terex Mining is well positioned in the fast-growing, developing countries of Brazil, Russia, India and China. In the surface mining market, Terex Mining has been successful in China and Indonesia, regions where we currently have little to no market share on a standalone basis.

Significant Synergy Potential.    The acquisition of Terex Mining should allow us to benefit from synergies to enhance our earnings potential in 2010. We expect to be able to realize over $100 million in annual run-rate operating synergies, which we believe may be achievable by 2012. A substantial portion of these synergies are expected to result from the integration of our global manufacturing facilities and leveraging manufacturing centers of excellence, as well as the integration of market distribution, engineering and product development resources. Additional cost savings are expected to be realized through the integration of management functions and reducing purchasing expenses, similar to our successful integration of DBT GmbH following its acquisition in May 2007.

Cultural Similarities.    The culture across the mining industry is both universal and unique. We expect that the established culture at Terex Mining will blend well with ours and help facilitate the integration process.

Company Overview

We are a leading designer and manufacturer of safe and highly productive mining equipment for the extraction of coal, copper, oil sands, iron ore and other minerals in major mining centers throughout the world. In addition to the manufacture of original equipment, we also provide the aftermarket replacement parts and service for this equipment. We operate in two business segments: surface mining (including the principal products of Terex Mining) and underground mining. All of our products and services, except those acquired as part of the acquisition of Terex Mining, are marketed under the Bucyrus name. We have manufacturing facilities in Australia, China, the Czech Republic, Germany, Mexico, the United Kingdom and the United States, and service and sales centers in Australia, Brazil, Canada, Chile, China, England, India, Indonesia, Mexico, Peru, Russia, South Africa and the United States. The largest markets for our surface mining original equipment and aftermarket parts and service have historically been in Australia, Canada, China, India, South Africa, South America and the United States. We expect these markets to continue to be our largest surface mining equipment markets and we expect growth in the Russian and Indonesian markets. The largest markets for our underground mining original equipment and aftermarket parts and service have historically been in the United States, Germany, Australia and China. We expect these markets, except for Germany, to continue to be our largest underground mining equipment markets, and we expect growth in the Russian, Eastern European and Indian markets.

The market for our original equipment is closely correlated with customer expectations of sustained strength in prices of mined commodities. Growth in demand for these commodities is a function of, among other things, economic activity, population increases and continuing improvements in standards of living in many areas of the world. Market prices for coal, copper, iron ore and oil generally were weak for the first half of 2009. However, the global economic downturn that started in the latter part of 2008 began to improve during the second half of 2009, causing commodity prices to stabilize and then improve during the

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second half of 2009. Global economic conditions and the conditions of global financial markets negatively impacted capital spending by our customers in both of our segments in 2009.

Our aftermarket parts and service sales tend to be less cyclical than our original equipment sales. Our original equipment is typically kept in continuous operation by our customers for four to 40 years, requiring regular maintenance and repair throughout its productive life. The size of our installed base of surface and underground mining original equipment at December 31, 2009 was approximately $20 billion (increasing to approximately $30 billion with the acquisition of Terex Mining) and $10 billion, respectively, based on estimated replacement value. This installed base of original equipment provides the foundation for our future aftermarket sales. Our ability to provide on-time delivery of reliable parts and prompt service are other important drivers of our aftermarket sales.

The mix of our original equipment and aftermarket sales was as follows:

	Year Ended December 31,
	2009		2008		2007
Surface Mining:
Original equipment	41.6	%	48.6	%	43.0	%
Aftermarket parts and service	58.4	%	51.4	%	57.0	%
Underground Mining:
Original equipment	60.1	%	60.3	%	65.3	%
Aftermarket parts and service	39.9	%	39.7	%	34.7	%
Total:
Original equipment	51.1	%	54.3	%	52.5	%
Aftermarket parts and service	48.9	%	45.7	%	47.5	%

A substantial portion of our sales and operating earnings is attributable to our operations located outside the United States. We generally sell our surface mining original equipment, including that sold directly to foreign customers, and most of our aftermarket parts in either United States dollars or euros. Our underground mining original equipment is generally sold in either United States dollars or euros. A portion of our aftermarket parts sales is denominated in the currency of the country in which our products are sold. Aftermarket services are paid for primarily in local currency, which is naturally hedged by our payment of local labor in local currency.

We incorporated in Delaware in 1927 as the successor to a business that began producing excavation machines in 1880.

Our Industry

The surface mining equipment that we manufacture and service is used primarily in coal, copper, oil sands, iron ore, gold and other mineral mines worldwide. The underground mining equipment that we manufacture and service is used primarily in coal mines worldwide. Growth in demand for these commodities is generally a function of population growth and continuing improvements in standards of living in many areas of the world. The market for original equipment tends to be somewhat cyclical in nature due to market fluctuations for these commodities; however, the aftermarket for parts and services is generally more stable

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because this expensive, complex equipment is typically kept in continuous operation for four to 40 years and requires regular maintenance and repair throughout its productive life.

We are one of the leading suppliers of surface and underground mining equipment and we believe that with the acquisition of Terex Mining, we are the premier supplier of mining equipment. In addition, in various product lines several niche players compete. Our original equipment is primarily used by large multinational companies engaged in mining for a variety of commodities, primarily coal. We believe that recent consolidation within the mining industry has resulted in larger, well-capitalized companies being better positioned to withstand commodity price cycles.

Coal.    Coal is the world’s most abundant low-cost energy source and is a critical source of energy for many countries. There are two primary types of coal: steam or thermal coal, which is used to generate electricity, and coking or metallurgical coal, which is required to produce steel. Coal accounts for nearly one-half of global electricity generation, more than double natural gas, the second largest energy source, according to the International Energy Agency. Demand for coking coal has risen in recent years in tandem with the increased demand for steel. The largest coal producing nations in 2008 were China, the United States, India, Australia, Russia, Indonesia, South Africa, Kazakhstan, Poland and Colombia according to the Energy Information Administration. We believe that large amounts of coal reserves and significant coal infrastructure make transitions from coal to other energy sources more difficult. Additionally, new clean coal technologies, flue gas desulphurization and carbon capture and storage help to mitigate environmental and regulatory concerns, and new technologies, such as gasification and liquefaction, create opportunities for future growth in the use of coal.

China and India, which together account for 37% of the world’s population as of December 15, 2009 according to the U.S. Census Bureau, have fast-growing economies and limited domestic energy sources other than coal. According to the British Petroleum Statistical Review of World Energy (“BP Energy”) and World Energy Outlook, China’s coal demand was 2.1 billion tonnes of coal equivalent in 2008 and is expected to be 2.6 billion tonnes of coal equivalent by 2015 and 3.4 billion tonnes of coal equivalent by 2030. According to the same sources, India’s coal demand was 0.3 billion tonnes of coal equivalent in 2008 and is expected to be 0.4 billion tonnes of coal equivalent by 2015 and 0.8 billion tonnes of coal equivalent by 2030.

Copper, Oil Sands, Iron Ore and Other Minerals.    Copper is a basic material used in residential and commercial construction, electrical equipment, transportation, industrial machinery and durable consumer goods. Demand for copper is driven by accelerating economic growth in the developing world and continued consumption in the developed world. According to the International Copper Study Group, worldwide mine production of copper was 15.4 million tons in 2008 and was projected to increase to 15.8 million tons in 2009 and 16.9 million tons in 2010.

Oil sands are a viscous mixture of sand, bitumen, clay and water with the consistency of cold molasses. According to the Energy Resources Conservation Board, an independent quasi-judicial agency of the Government of Alberta, the oil sands in the Athabasca region of northern Alberta, Canada are believed to contain the equivalent of 315 billion barrels of oil, of which 170 billion has already been established as commercially viable using today’s

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extraction methods. According to Oil and Gas Journal, Saudi Arabia had approximately 266.7 billion barrels of proven oil reserves at the end of 2008.

Iron ore is one of the only sources of primary iron used to make steel and is mined in more than 50 countries. The market for iron ore is largely a function of the demand for steel. According to the Australian Bureau of Agricultural and Resource Economics, worldwide production of iron ore in 2008 was 1.7 billion tons, is estimated to be 1.7 billion tons in 2009 and is forecasted to increase to 1.8 billion tons in 2010.

We have also been successful in selling our equipment for use in the mining of various other minerals including gold, uranium, diamonds, molybdenum, phosphate, bauxite and trona.

Surface Mining Segment

Overview

We design, manufacture and market draglines, electric mining shovels, hydraulic excavators, off-highway haul trucks, rotary blasthole drills, hydraulic track drills and highwall miners used for surface mining and provide the aftermarket replacement parts and service for these machines. Based on the assessment of original equipment estimated replacement value, we believe that we have the largest installed base of this original equipment in the world and are the leading market provider of draglines and large rotary blasthole drills. Our products are sold to customers throughout the world in nearly every market where surface mining is conducted with modern methods. Our products are continuously evolving as improvements in design and technology emerge, with the goal of providing our customers maximum productivity and cost effectiveness. We concentrate on producing technologically advanced machines that enable our customers to conduct cost-efficient operations. We utilize alternating current (“AC”) drive technology for both draglines and electric mining shovels and offer advanced computer control systems which allow technicians at our headquarters to remotely monitor and adjust the operating parameters of suitably equipped machines.

Growth in the surface mining industry is driven by increased demand for surface mined commodities such as copper (especially in South America), oil sands (Canada), iron ore (China, Brazil and Australia) and coal (China, the United States, India, Australia, South Africa and Russia). We believe that the potential for increased surface mining of coal in China and India is promising.

Original equipment sales are closely correlated with the strength of commodity markets and maintain and augment our installed base of surface mining original equipment of approximately $20 billion (increasing to approximately $30 billion with the acquisition of Terex Mining), based on estimated replacement value, at December 31, 2009. Our installed base of original equipment provides the foundation for our surface mining aftermarket activities. Our aftermarket parts and service operations, which historically have been more stable and more profitable than our original equipment sales, have accounted for approximately 63% of our total sales over the last 10 years. Over that period and throughout various commodities cycles, our aftermarket sales have sustained a compound annual sales growth rate of approximately 15% through December 31, 2009. We have established a global presence with a network of 28 sales and service centers (plus two that are combined surface mining and

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underground mining sales and service centers) located in all countries where major surface mining operations are located. We manufacture our original equipment and the majority of our aftermarket parts at our facilities in South Milwaukee and Milwaukee, Wisconsin; Dortmund, Germany; Dennison, Texas; Acuna, Mexico; Halifax, United Kingdom; Perth, Australia; and Beckley, West Virginia.

Original Equipment

Our surface mining original equipment includes draglines, electric mining shovels, hydraulic excavators, drills, off-highway haul trucks and highwall miners.

Draglines.    Draglines are primarily used in coal mining applications to remove overburden (i.e., the rock and soil that lies above the coal being mined) by dragging a large bucket through the overburden and carrying it away. Our primary draglines weigh from 1,900 to 8,400 tons and are typically described in terms of their “bucket size,” which typically range from 31 to 152 cubic yards. Our primary models range in price from approximately $65 million to $200 million per dragline for turnkey installations. Draglines are the largest and most expensive type of surface mining equipment but offer customers the lowest cost per ton of material moved. The average life of our draglines is approximately 40 years.

Electric Mining Shovels.    Mining shovels are primarily used to load copper, coal, oil sands, iron ore, other mineral bearing materials, overburden or rock into trucks. There are two basic types of mining shovels: electric and hydraulic. Electric mining shovels are able to handle a larger load, allowing them to move greater volumes of rock and minerals, while hydraulic shovels are diesel powered, smaller and more maneuverable. An electric mining shovel offers significantly lower cost per ton of mineral mined over a longer period of time as compared to a hydraulic shovel. Electric mining shovels are characterized in terms of hoisting capability and dipper or load capacity. We offer a full line of electric mining shovels, with available hoisting capability of up to 120 tons. Dipper capacities range from nine to 80 cubic yards and prices range from approximately $5 million to $25 million per shovel, with the selling price of our most popular shovels being in the upper part of this range. Our electric mining shovels have an average life of approximately 15 years.

In recent years, we have developed the innovative 495 Series High-Performance shovels. The highlights of this series include planetary gear configuration, insulated gate bipolar transistor, or IGBT, electrics and a third rail swing system to enhance shovel operation through increased efficiency and lower maintenance costs. A fully modularized electrical room ships directly to the field to facilitate the field assembly process. The Bucyrus HydraCrowd^™, a hydraulic driven crowd mechanism first introduced in 2008, increases shovel productivity and reduces rope changeout safety risks. In 2009, we launched our new LatchFree^™ Dipper System. The LatchFree^™ dipper reduces unplanned downtime events experienced on our electric mining shovels. We are focused on continuous reliability enhancements to support our customers’ needs. Since machine downtime results in lost revenue for customers, shovel availability is vitally important in mining operations.

Hydraulic Excavators.    Hydraulic excavators in shovel or backhoe versions are primarily used to dig overburden and minerals and load them into trucks. These excavators are utilized in surface mines, quarries and large construction sites around the world. We offer a line of hydraulic excavators ranging in size class from 100 ton to 1,000 ton. Our hydraulic

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excavators feature patented TriPower technology for increased digging forces and greater productivity. In particular, our 1,000 ton RH 400 is the world’s largest hydraulic excavator and is capable of carrying up to 90 tons. Prices range from approximately $0.9 million to $15 million per excavator. Our hydraulic excavators have an average life of approximately seven to 15 years.

Drills.    Many surface mines require breakage of rock, overburden or ore by blasting with explosives. To accomplish this, it is necessary to bore out a pattern of holes in the ground area to be mined into which explosives are then placed. Drills are used to drill these holes and are usually described in terms of the diameter of the hole they bore. We offer a line of rotary blasthole drills ranging in hole diameter size from 6.0 inches to 17.5 inches and ranging in price from approximately $0.6 million to $6 million per drill, depending on machine size and other variable features. The selling price of our most popular rotary blasthole drills is in the upper part of this range. Our rotary blasthole drills have an average life of approximately 10 to 15 years.

Modular design techniques have been applied to our rotary blasthole drills (excluding the drill product line acquired through the acquisition of Terex Mining) to provide ease of maintenance by simplifying equipment change outs and servicing. A new automated bit change carousel option has been added to our 49HR drill, which is intended to increase productivity and reduce bit changeout safety risks. Our 49HD drill has the production capabilities of larger machines and the flexibility, speed and maneuverability of smaller machines.

We also offer a wide selection of hydraulic track drills that range in hole diameter size from 2.5 inches to six inches for quarrying, construction and utility applications. Our exclusive hydraulic system provides faster operation and reduced fuel usage. Prices average $0.5 million per drill. Our hydraulic track drills have an average life of approximately seven to 10 years.

Off-Highway Haul Trucks.    Our truck business consists of a series of rear dump trucks ranging in size from 150 to 400 tons. High capacity surface mining trucks are off-road dump trucks. They are powered by a diesel engine driving an electric alternator that provides power to individual electric motors in each of the rear wheels. Our trucks are engineered to minimize the cost of ownership for the customer. Prices can be up to $6 million per truck. Our trucks have an average life of approximately eight to 10 years.

Highwall Miners.    Our highwall mining equipment is used for cost effective mining of residual coal seams from the surface. This equipment is comprised of a self-contained coal mining system that remotely mines underground coal from the surface of a strip mining operation to predetermined depths. Prices range up to $12 million per unit.

Aftermarket Parts and Services

We have a comprehensive aftermarket business that supplies replacement and upgrade parts and services for our installed base of original equipment. Customer purchases of aftermarket parts and services over the life of certain of our original equipment can exceed the initial purchase price of the original equipment. Our aftermarket offerings include engineered replacement parts, maintenance and repair labor, technical advice, refurbishment and relocation of machines, comprehensive structural and mechanical engineering,

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non-destructive testing, repairs and rebuilds of machine components, product and component upgrades, turnkey assembly and equipment operation. We also distribute less sophisticated components that are consumed in the normal course of machine operation. A substantial portion of our international repair and maintenance services are provided through our global network of wholly owned foreign subsidiaries and overseas offices operating in Australia, Brazil, Canada, Chile, China, England, India, Indonesia, Mexico, Peru and South Africa.

We generally realize higher gross margins on sales of aftermarket parts than on sales of original equipment. Moreover, because our original equipment tends to operate continuously in all market conditions with expected lives ranging from approximately seven to 40 years and have predictable parts and maintenance needs, our aftermarket business has historically been more stable and predictable than the market for our original equipment, which is closely correlated with expectations of sustained strength in commodity markets.

In certain applications, we offer comprehensive maintenance and repair contracts. Under these contracts, we provide all replacement parts, regular maintenance services and necessary repairs for the excavation equipment at a particular mine with an on-site support team. In addition, some of these contracts call for our personnel to operate the equipment being serviced. Maintenance and repair contracts typically have terms of three to five years with provisions for renewal and early termination.

Our aftermarket parts and service sales have generally grown consistently over the past 10 years. For most of our customers, mining continues even during periods of lower commodity prices, maintaining demand for aftermarket parts and services, although competition from independent firms called “will-fitters” that produce copies of the parts manufactured by us and other original equipment manufacturers tends to intensify during periods of commodity price weakness. We continue to try to improve our performance in key areas such as quality, reducing lead times, increasing on-time delivery and maintaining an information technology infrastructure that motivate customers to purchase their aftermarket parts and services from us. We believe our emphasis on quality and technology has further increased customer motivation to use more of our aftermarket parts and services. We believe that our continued focus on on-time delivery, competitive lead times and enhanced information technology systems combined with our comprehensive offerings of quality aftermarket components and installation services and our development of key supplier alliances position us to compete effectively for most aftermarket opportunities.

Aftermarket sales accounted for approximately 58%, 51% and 57% of our surface mining sales for the years ended December 31, 2009, 2008 and 2007, respectively.

Customers

Most of our customers are large multinational corporations with operations in the various major surface mining markets throughout the world and state owned enterprises. In recent years, customers have reduced their operating costs by employing larger, more efficient machines such as those we produce and have become increasingly sophisticated in their use and understanding of technology. Our focus on incorporating advanced technology such as AC drives and advanced controls has increased customer adoption of our product offerings. Further, we believe that these developments have contributed to increased demand for our aftermarket parts and services since we are well-equipped to provide the more

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sophisticated parts, product technical knowledge and service required by customers who use more complex and efficient machines.

Over the past five years, our surface mining customers have conducted their most significant operations in South America, the United States, Canada, Australia, India and China. We expect China and India to experience the most growth in surface mining in the future. In the aggregate, sales of our surface mining original equipment were $534.5 million, $622.9 million and $398.7 million for the years ended December 31, 2009, 2008 and 2007, respectively, and sales of our surface mining aftermarket parts and services were $750.5 million, $660.9 million and $528.4 million for the years ended December 31, 2009, 2008 and 2007, respectively. Our customers purchase our aftermarket parts and services because they are high quality, reliable and durable products, and our services are well suited to the long productive lives of our original equipment.

Our customers operate under a high fixed cost structure. Small savings on the initial purchase of original equipment may be offset by less efficient operations and greater down time. Furthermore, our customers’ operations are often conducted in remote areas and the large capital investment and long lead time associated with the purchase and erection of a machine encourages many customers to select more reliable and efficient machines and to keep these machines in continuous operation for as long as possible. As a result, our customers are focused on quality as well as price and expect us to offer comprehensive aftermarket parts and services to increase their efficiency and reduce downtime.

We do not consider ourselves to be dependent upon any single customer, although on an annual basis a single customer may account for a meaningful percentage of our sales, particularly original equipment sales. Our top five customers in each of the years ended December 31, 2009, 2008 and 2007 collectively accounted for approximately 50%, 43% and 27%, respectively, of our total surface mining sales. We believe these relatively high percentages reflect the recent consolidation within the mining industry.

Competitors

Our primary global competitor in electric mining shovels and draglines historically has been Joy Global Inc.’s P&H Mining Equipment division (“P&H”). For certain applications, our small electric mining shovels also compete against the biggest hydraulic excavators made by several worldwide manufacturers and local and regional competitors, including quasi-governmental competitors. In hydraulic excavators, drills and off-highway haul trucks, we compete with several worldwide manufacturers. In China, India and Russia, we face competition from regional and domestic equipment manufacturers across our product portfolio. Competition factors are diverse and include price, lead times, operating costs, machine productivity, technological enhancements, design and performance, reliability, service, delivery and other commercial factors, as well as government mandates to purchase their mining equipment from local suppliers. Long standing customer relationships are very important to us as well as our competition. These relationships can provide a strong incumbency advantage in retaining business and securing new orders.

For most owners of our machines, we are the primary replacement source for highly engineered, integral components. Competition in replacement parts sales consists primarily of will-fitters. Copies of our components that are manufactured by others are generally sold at

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lower prices for use on older machines and are generally acknowledged to be of lower quality than components we manufacture. We also face significant competition from manufacturers and distributors in the sale of consumable replacement parts which we do not manufacture, including wire rope, non-specialized parts and electrical parts, as well as aftermarket services competition from these market participants and local machining and repair shops.

We have a variety of programs to attract large volume customers for our replacement parts. Although will-fitters engage in significant price competition in parts sales, we believe that we possess non-price advantages over will-fitters. We believe that our engineering and manufacturing technology and marketing expertise exceed that of our will-fit competitors, who in many cases are unable to duplicate the exact specifications of our replacement parts. Moreover, the use of replacement parts not manufactured by us can void the warranty on a piece of original equipment, which generally runs for one year, with certain components under warranty for longer periods.

In recent years, we have received several large orders for the refurbishment and relocation of machines, especially draglines.

Underground Mining Segment

Overview

On May 4, 2007, we entered the underground mining business through the consummation of our acquisition of DBT GmbH (“DBT”). As a result of the DBT acquisition, we are a leading supplier of complete system solutions for underground coal mining worldwide. We are one of the world market leaders in longwall mining equipment, which is the result of comprehensive experience and know-how gained over decades of innovative, high-performance engineering. Original equipment sales are closely correlated with the strength of commodity markets and maintain and augment our underground mining original equipment installed base of approximately $10 billion, based on estimated replacement value, at December 31, 2009. This installed base provides the foundation for our aftermarket activities. We have established a global presence with a network of 29 sales and service centers (plus two that are combined surface mining and underground mining sales and service centers) located in all countries where major underground mining operations are located. Our original equipment and aftermarket parts are manufactured in Germany, the United States (Pennsylvania, Virginia and Alabama) and, to a lesser extent, in China, Australia and the Czech Republic.

The two main methods of underground mining are longwall and room and pillar mining, which differ significantly in their initial investment amount and corresponding output.

Longwall Mining

Longwall mining involves the near complete extraction of hard coal or other minerals contained in a large rectangular block, or “panel,” using mechanical shearers or plows, after which the mined-out area is allowed to collapse. Room and pillar mining equipment is used to develop a panel by excavating passageways along the panel perimeter. Working under the steel canopies of movable hydraulic roof supports, a coal cutting machine, such as a shearer or a plow, runs back and forth along the “face,” or the exposed part of the panel, taking a cut during each pass. As the shearer or plow cuts into the coal or mineral and deposits it onto the

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conveyor system, self-advancing hydraulic roof supports temporarily hold up the roof. As the shearer or plow proceeds through the coal or mineral, the equipment, if automated, signals the roof supports to hydraulically drive the entire longwall system forward while the roof behind the roof supports is allowed to collapse.

The longwall method is chosen if the geological conditions of the coal or other mineral deposit are favorable (i.e., the coal or mineral seams are vast in length and width and with minimal rock intrusions, permitting several large panels to be prepared) or generally if the coal or other mineral deposits are more than 1,000 feet underground. A complete longwall mining system typically requires an initial mining equipment investment of between approximately $25 million and $60 million, and a single longwall operating unit can generate an annual output of between approximately four and eight million tons. In certain applications, annual output can be two to three times this volume.

Room and Pillar Mining

In room and pillar mining, hard coal or other mineral deposits are mined by cutting a network of “rooms” into the coal or mineral seam, leaving behind “pillars” of coal or other mineral to support the roof of the mine either temporarily or permanently. This mining method also requires several pieces of equipment that work together in a synchronized fashion; however, they are not mechanically connected to each other as in longwall mining. The process begins with the continuous miners cutting the coal or other mineral and conveying it through the machine’s conveyor. The coal or mineral is then discharged from the back of the continuous miner into haulage vehicles or mobile chain conveyors which transport it to a feeder (or feeder breaker if the material needs to be crushed or down-sized). The coal or mineral is then loaded on to a belt system, which takes the coal or mineral to the surface. As the continuous miner advances into the coal or mineral deposit, a roof bolter drills and installs roof bolts to secure the roof of the mine.

The pillars can equal to up to 50% of the total coal or mineral in the seam, although this coal or mineral can sometimes be recovered at a later stage, depending on geological conditions. Where this is viable, pillars are partially mined through by the continuous miner as mining retreats back towards the main entries. The room and pillar mining method is used if the coal or mineral deposit requires the mine operator to remove the coal or mineral in smaller and shallow panels. The required initial investment in equipment for one room and pillar mining segment is typically approximately $8 million and the corresponding average annual production is approximately 0.4 million tons.

Original Equipment

Our underground mining original equipment includes longwall equipment and room and pillar equipment.

Longwall Equipment.    We are one of the world’s top producers of longwall mining equipment. Our longwall equipment includes hydraulic roof supports and electro-hydraulic controls, automated plow systems, shearers and armored face conveyors, including entry conveyors with a built-in crusher. Our systems can be customized to suit a wide range of mining conditions anywhere in the world, thereby ensuring an appropriate combination of safety, operational reliability and productivity at competitive prices.

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Hydraulic Roof Supports.    Roof supports provide support to the mine roof during longwall mining. The supports advance with the longwall shearer or plow, allowing mine operators to safely control roof falls as the panel is mined. We offer a full range of roof supports suitable for various mining heights (typically from 0.6 meters to 7.5 meters), including Longwall Top Coal Caving (“LTCC”) roof supports that allow for recovery of some coal seams that exceed 7.5 meters and support capacities in excess of 1,200 tons per shield. We also offer electro-hydraulic roof support systems for automatic sequences or manually operated functions. A complete roof support system typically includes from 50 to 225 roof support shields. Prices range from approximately $15 million to $50 million per roof support system. Our roof supports have an average minimum life of approximately nine to 12 years.

Armored Face Conveyors.    Armored face conveyors (“AFCs”) are used in longwall mining to transport material cut by the shearer or plow away from the longwall face. AFCs are armored steel pan conveyors that are used to convey mined material both in the longwall face and out of the longwall face. Our AFC systems are designed for a variety of performance requirements in low, medium and high seams and for short and long faces. We exclusively offer the Controlled Start Transmission (“CST”) drive systems for long high-capacity faces, which allows for variable start speeds and precise load sharing to reduce chain breaks. Prices range from approximately $4 million to $12 million per AFC system. Our AFC systems are generally purchased in pairs and the pair has an average life of approximately six to nine years.

Longwall Shearers.    A longwall shearer moves parallel to the coal or mineral face, cutting into the coal as it moves backward and forward across the face, depositing the coal onto the conveyor system. The shearer is usually a double ended machine with ranging arms at each end and cutter drums mounted on each ranging arm, so the shearer can cut in either direction. We offer a wide range of shearers for low, medium and high seams, currently from 1.8 meters up to 7.0 meters, with production rates of up to 5,000 tons per hour. Prices range from approximately $2.5 million to $3.5 million per shearer. Our shearers are generally purchased in pairs and the pair has an average life of approximately six to eight years.

Automated Plow Systems.    Fully automated plow systems are a safe and economically attractive method of mining low and medium coal seam heights. Our plows have high extraction and loading rates in seams of 0.6 meters to 2.3 meters resulting in mining rates of up to 3,500 tons/hour. Prices range from approximately $30 million to $50 million per automated plow system including roof supports. Our automated plow systems have an average life of approximately four to 10 years.

Room and Pillar Equipment.    In addition to longwall mining equipment, we offer an extensive line of technologically advanced room and pillar equipment. Our room and pillar equipment offerings include continuous miners, feeder breakers, battery- and diesel-powered underground utility vehicles, continuous haulage systems, roof bolters and belt systems. Our continuous miners can be used for both soft- and hard-cutting applications. In recent years, we extensively re-engineered our room and pillar product portfolio, particularly upgrades to the continuous miner product line.

Continuous Miners.    Continuous miners are electric, self-propelled machines that constantly cut material and simultaneously load that material onto an internal conveyor. We offer a “seamless” family of continuous miners for both soft and hard cutting applications for

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seams from 0.8 meters to 5.2 meters. Due to the severity of the operating environment and continuous usage, these products require extensive aftermarket parts, service and maintenance. Prices range from approximately $1.6 million to $4 million per continuous miner. Our continuous miners have an average life of approximately 10 to 15 years.

Continuous Haulage Systems.    The continuous haulage system is used to efficiently remove cut coal or other mineral from the working face to the main mine belts on a continuous basis. The system is usually attached to the continuous miner or independently trammed behind the miner. Our systems can be implemented in new or existing operations with capacity of up to 38 tons per minute. Prices range from approximately $1.4 million to $2 million per continuous haulage system. Our continuous haulage systems have an average life of approximately 10 to 15 years.

Feeder Breakers.    Feeder breakers are a crushing unit that breaks the coal or other mineral into a smaller size suitable for transportation by the belt conveyor systems or feeding into process facilities. Our underground feeder breakers have a production capacity of up to 1,800 tons per hour with a pick force of up to 45,400 kilograms. The units are custom designed to allow maximum discharge rates from the mobile haulers. Prices range from approximately $0.3 million to $0.6 million per feeder breaker. Our feeder breakers have an average life of approximately 10 to 15 years.

Underground Haulage and Utility Vehicles.    Underground haulage vehicles are vehicles used to transport material from continuous miners to the main mine belt where the haulage vehicle has self-contained discharge capability to unload material onto the belt. We offer both battery-powered and diesel-powered haulage vehicles. Underground utility vehicles are self-loading vehicles used to clean roadways, haul supplies and perform other functions. Prices range from approximately $0.3 million to $0.8 million per underground utility haulage vehicle or underground utility vehicle, and each has an average life of approximately 10 to 15 years.

Along with our two main product groups, we offer solutions in the field of horizontal crushing equipment for coal and non-coal applications such as aggregates typically used in road construction, potash and rock salt. The product range includes size reduction technology for primary crushing and scraper chain conveyors.

Aftermarket Parts and Services

We have a comprehensive aftermarket business that supplies replacement and upgrade parts and services for our installed base of original equipment. Our aftermarket offerings include replacement parts and a complete range of services including on-site services, repairs and overhauls. In addition, we provide consulting services, such as mine planning, in emerging markets. We support our customers through the entire equipment life cycle and re-use the information gathered in this process to further improve equipment productivity as well as to develop new technology and systems, tailored to meet customer needs.

We generally realize higher margins on sales of aftermarket parts than on sales of original equipment. Moreover, because our original equipment tends to operate continuously in all market conditions with expected lives ranging from approximately four to 15 years and

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has predictable parts and maintenance needs, our aftermarket business has historically been more stable and predictable than the market for our original equipment, which is closely correlated with expectations of sustained strength in commodity markets.

Aftermarket sales accounted for approximately 40%, 40% and 35% of our underground mining sales for the years ended December 31, 2009, 2008 and 2007, respectively.

Customers

Multinational coal mining corporations make up the majority of our customer base. In recent years, our large and efficient machines have enabled our customers to reduce their operating costs while enhancing their sophistication for the use and understanding of the employed technology.

Over the past five years, our customers (and DBT’s prior to being acquired by us) have conducted their most significant operations in the United States, China, South Africa, Australia, Eastern Europe and Western Europe. In the aggregate, sales of our underground mining original equipment were $821.0 million, $737.6 million and $448.3 million for the years ended December 31, 2009, 2008 and 2007, respectively, and sales of our aftermarket parts and services were $545.8 million, $487.9 million and $238.0 million for the years ended December 31, 2009, 2008 and 2007, respectively.

We do not consider ourselves to be dependent upon any single customer, although on an annual basis a single customer may account for a meaningful percentage of our sales, particularly original equipment sales. Our top five customers in each of the years ended December 31, 2009 and 2008 collectively accounted for approximately 41% and 43%, respectively, of our total underground mining sales. No one customer accounted for 10% or more for 10% or more of our total underground mining sales in 2007. We believe this relatively high percentage reflects the recent consolidation within the mining industry.

Competitors

Our primary competitor for complete system solutions to the underground mining industry historically has been Joy Global Inc’s Joy Mining Machinery division. We are now facing increased competition from manufacturers based in low cost regions such as China, Russia India and Poland. For example, in China there is significant pressure to increase domestic purchases for roof supports and to reduce the cost of roof supports which are imported. To better compete in these low-cost regions, we have two manufacturing facilities and a joint venture with a local partner in China, and we may consider further expansion in the future. Our other original equipment competitors in other parts of the world are small, regional manufacturers that typically serve the regions where they are located. Competition factors are diverse and include price, lead times, operating costs, machine productivity, technological enhancements, design and performance, reliability, service, delivery and other commercial factors, as well as government mandates to purchase their mining equipment from local suppliers. Long standing customer relationships are very important to us as well as our competition. These relationships can provide a strong incumbency advantage in retaining business and securing new orders.

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For most owners of our machines, we are the primary replacement source for highly engineered, integral components. Competition in replacement parts sales consists primarily of will-fitters. Copies of our components that are manufactured by others are generally sold at lower prices for use on older machines and are generally acknowledged to be of lower quality than components we manufacture. We also face significant competition from manufacturers and distributors in the sale of consumable replacement parts which we do not manufacture, including non-specialized parts and electrical parts, as well as aftermarket services competition from these market participants and local machining and repair shops.

We have a variety of programs to attract large volume customers for our replacement parts. Although will-fitters engage in significant price competition in parts sales, we believe that we possess non-price advantages over will-fitters. We believe that our engineering and manufacturing technology and marketing expertise exceed that of our will-fit competitors, who in many cases are unable to duplicate the exact specifications of our replacement parts. Moreover, the use of replacement parts not manufactured by us can void the warranty on a piece of original equipment, which generally runs for one year, with certain components under warranty for longer periods.

General

Marketing, Distribution and Sales

Our original equipment and aftermarket parts and services are sold directly by our personnel both in the United States and in foreign markets as well as by independent dealership networks and joint venture partners. Sales outside the United States are made through our sales offices located in Australia, Brazil, Canada, Chile, China, England, France, Germany, India, Indonesia, Lebanon, Mexico, the Netherlands, Peru, Russia, South Africa and Poland and, in some markets, by our independent sales representatives. We typically require a down payment when an agreement is reached for a new machine and customers generally then make progress payments throughout the construction of the machine. Lead times for our large surface mining machines generally vary from two to nine months, but a dragline’s lead time can be more than two years. Lead times for our large underground mining machines generally approximate nine months, but a roof support system’s lead time may be 12 months. In addition, our long lead time replacement part sales often call for prices in effect at the time of order.

International Operations

We have manufacturing facilities in Australia, China, the Czech Republic, Germany, Mexico, the United Kingdom and the United States and service and sales centers in Australia, Brazil, Canada, Chile, China, England, India, Indonesia, Mexico, Peru, Russia, South Africa and the United States. Additionally, we employ direct marketing strategies in these markets as well as developing markets such as Jordan, Mauritania and Turkey. A substantial portion of our sales and operating earnings is attributable to operations located outside the United States.

Original equipment sales in foreign markets are supported by our network of foreign subsidiaries and overseas offices, as well as by independent dealership networks and joint venture partners, that directly market our products and provide ongoing services and replacement parts for original equipment installed abroad. We believe that the availability and

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convenience of the services provided through our network ensure the efficient operation of our original equipment by our customers, promote higher gross margin aftermarket sales of parts and services, and provide us with a local presence to promote original equipment orders.

We sell most of our original equipment, including sales directly to foreign customers, in either United States dollars or euros. We sell most of our surface mining aftermarket parts in United States dollars and euros, with limited aftermarket parts sales denominated in the currency of the country in which our products are sold. We sell most of our underground mining aftermarket parts in either United States dollars or euros, with limited aftermarket parts sales denominated in the local currencies of various foreign markets. Both surface mining and underground mining aftermarket services are paid primarily in local currency, with a natural partial currency hedge through payment for local labor in local currency. The value, in United States dollars, of our investments in our foreign subsidiaries and of dividends paid to us by those subsidiaries will be affected by changes in exchange rates. We enter into currency hedges to help mitigate currency exchange risks.

Raw Materials and Supplies

We purchase from outside suppliers raw materials, principally structural steel, castings and forgings required for our manufacturing operations, and other items, such as electrical equipment and, for our underground mining business, roof support components, that are incorporated directly our end products. Our foreign subsidiaries purchase components and manufacturing services both from local suppliers and from our manufacturing locations around the world. Certain additional components are sometimes purchased from suppliers, either to expedite delivery schedules in times of high demand or to reduce costs. Moreover, in countries where local content requirements exist, local subcontractors can occasionally be used to manufacture the required components.

Manufacturing

The design, engineering and manufacturing of most of our surface mining original equipment and manufactured aftermarket parts is done at our South Milwaukee, Wisconsin; Dortmund, Germany; Dennison, Texas; Acuna, Mexico; Halifax, United Kingdom; Perth, Australia; and Beckley, West Virginia locations. The manufacturing of our underground mining equipment and manufactured aftermarket parts is operated in support of our regional divisions (Europe/Asia, North America and Southern Hemisphere). Most longwall mining equipment is manufactured in Europe and most of the room and pillar equipment is manufactured in the United States. In addition, all of our underground mining product lines are supported with sourcing and manufacturing capabilities in China.

Customers

We do not consider ourselves dependent upon any single customer, although on an annual basis a single customer, although on an annual basis a single customer may account for a meaningful percentage of our sales, particularly original equipment sales. For the year ended December 31, 2009, one customer, BHP Billiton, accounted for approximately 14% of our consolidated sales. For the years ended December 31, 2008 and 2007, no one customer accounted for more than 10% of our consolidated sales.

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Backlog

Backlog represents unfilled orders for our products and services. Due to the high cost of some of our original equipment, our backlog is subject to volatility, particularly over relatively short periods of time. A portion of our backlog is related to multi-year contracts that will generate revenue in future years. Our backlog at December 31, 2009 and December 31, 2008, as well as the portion of our backlog which was expected to be recognized within 12 months of these dates, was as follows:

	December 31,		% Change
	2009	2008
	(Dollars in thousands)
Surface Mining:
Total	$1,062,977	$1,367,242	(22.3	%)
Next 12 months	$641,599	$906,884	(29.3	%)
Underground Mining:
Total	$816,543	$1,135,212	(28.1	%)
Next 12 months	$616,784	$806,074	(23.5	%)
Total:
Total	$1,879,520	$2,502,454	(24.9	%)
Next 12 months	$1,258,383	$1,712,958	(26.5	%)

We have transferred certain original equipment orders previously scheduled to ship in 2009 to our 2010 shipping schedule due to the delay of capital equipment expenditures by certain of our large multinational customers. Through December 31, 2009, we have transferred approximately $200 million of planned 2009 original equipment shipments to 2010, primarily at the request of certain of our customers. These transfers of orders caused an increase in our working capital during 2009.

Cancellations of orders in our December 31, 2008 backlog were not significant in 2009.

Terex Mining’s backlog at December 31, 2009 was $194.1 million.

Patents, Licenses and Franchises

We have numerous United States and foreign patents, patent applications and patent licensing agreements. We do not consider our business to be materially dependent upon any patent, patent application, patent license agreement or group thereof.

Research and Development

Our expenditures for design and development of new products and improvements of existing mining machinery products, including overhead, for the years ended December 31, 2009, 2008 and 2007 totaled $41.9 million, $36.6 million and $20.4 million, respectively. The increase in 2009 was primarily due to product enhancements in all of our product lines. The increase in 2008 was primarily due to the acquisition of DBT in 2007 (the expenditures for 2007 are for the period subsequent to the May 4, 2007 acquisition date) as well as electric mining shovels and longwall product developments and increased headcount to support higher electric mining shovel and dragline order levels.

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Employees

At December 31, 2009, we employed approximately 6,900 persons, approximately 4,000 of whom are located outside the United States. At December 31, 2009, approximately 1,000 of our United States employees were unionized and approximately 1,000 of our non-United States employees were unionized. We consider our relationship with our unionized and non-unionized workers to be good. In the United States, our five and one-half year contract with the United Steelworkers of America representing hourly workers at our South Milwaukee, Wisconsin facility expires in April 2013 and our three-year contract with the United Steelworkers representing hourly workers at our Pulaski, Virginia facility expires in August 2011. Also, one of our subsidiaries is a party to a contract with the United Mine Workers of America and the Association of Bituminous Contractors under which its employees’ employment is governed only if they are working at locations that are operated by the United Mine Workers.

Overseas, substantially all of our employees in Germany are covered by an unlimited contract with Manteltarifvertrag der IG Metall, which is equivalent to union agreements in the United States. Also, our one-year contracts with the Australian Manufacturers Workers Union representing certain of our hourly workers in Australia expire in March 2010 [need update from underground] and June 2010, respectively, and our one-year contract with Základní odborová organizace Bucyrus Czech Republic representing certain of our hourly workers in the Czech Republic expired in December 2009. Negotiations for a new contract are ongoing.

The acquisition of Terex Mining increased our employees by approximately 2,100, approximately 1,700 of whom are located outside of the United States. At February 19, 2010, approximately 50 of our employees at our Dennison, Texas facility were unionized under a three-year contract with the United Steelworkers of America that expires in April 2010. Also at February 19, 2010, approximately 400 of our employees at our Dortmund, Germany facility were unionized under a labor agreement with IG Metall (Bezirksleitung Nordrhein-Westfalen).

Regulations Affecting Our Customer Base

Our customers are engaged in long-term, capital intensive extractive operations subject to and affected by a variety of environmental, safety, land-use and other regulations. In the United States, federal, state and local authorities regulate mining activities with respect to aspects such as permitting and licensing, air quality, employee safety and health, water pollution, protection of plants and wildlife and land reclamation and restoration. Mining operations may not commence or continue absent federal, state and local government approvals. Approvals may be contingent upon production of extensive social and impact assessments and mitigation measures.

Extractive enterprises in foreign jurisdictions are subject to extensive local regulation. Most key mining jurisdictions subject extractive enterprises to permitting and permit renewal requirements and to royalty assessments. Several key nations place restrictions or assessments on foreign investment. Foreign mining operations may also be subject to safety and environmental regulations that can delay extractive projects or increase associated costs.

Our customers’ operations may also be adversely affected by regulatory regimes concerning mined commodities. In particular, regulations affecting fossil fuel emissions, most

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notably coal combustion emissions, have had a significant impact on the domestic coal industry. Regulatory initiatives targeting carbon dioxide and other greenhouse gas emissions, which are by-products of coal consumption, could potentially depress coal consumption in the United States and other developed nations. The United States and over 160 other nations are signatories to the 1992 United Nations Framework Convention on Climate Change, which is intended to limit emissions of greenhouse gases, such as carbon dioxide. In December 1997, in Kyoto, Japan, the signatories to the convention established a binding set of emission targets for developed nations which require national reductions in greenhouse gas emissions (the “Kyoto Protocol”). At the December 2007 United Nations Climate Change Conference held in Bali, Indonesia, 187 nations agreed to commence a two-year process on a successor pact to the Kyoto Protocol which expires in 2012. The 2009 United Nations Climate Change Conference was held in Copenhagen, Denmark, with the goal of agreeing on a treaty replacing the Kyoto Protocol. Whether through international treaty, national legislation or state and regional programs to stabilize or reduce greenhouse gas emissions, these restrictions could adversely impact the price of, and demand for, coal in the United States and elsewhere. This in turn could reduce demand for our coal-mining customers’ output and thus their demand for our products, which could have a material adverse effect on our business. No replacement for the Kyoto Protocol was adopted at the 2009 meeting; however, the countries have entered into a letter of intent and will further discuss the objectives for a new treaty at its 2010 meeting in Mexico.

Financial Information

Financial information about our business segment and geographic areas of operation is contained in ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA and ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Available Information

Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports filed with the Securities and Exchange Commission (“SEC”) are available free of charge through our Internet site (www.bucyrus.com) as soon as practicable after filing with the SEC.

Copies of our Business Ethics and Conduct Policy for our principal executive officers and senior financial officers are available free of charge through our Internet site (www.bucyrus.com).

In addition, we post our financial news releases and SEC filings on our Internet site (www.bucyrus.com). Automatic email alerts for these postings, corporate and general releases as well as product information also are available at www.bucyrus.com.

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ITEM 1A.  RISK FACTORS

Our business, results of operations and financial position are subject to a wide variety of risks, many of which are not exclusively within our control, which may cause our actual performance to differ materially from historical or projected future performance, including the risks that we identify below. In addition, other risks that are currently unknown to us or that we currently consider to be immaterial may also materially adversely affect our results of operations and financial position.

Risks Related to our Acquisition of Terex Mining

We may encounter difficulties in integrating Terex Mining’s operations, which may have a material adverse impact on our future growth and operating performance.

Full realization of the expected benefits and synergies of the Terex Mining acquisition over time will require integration of certain aspects of Terex Mining’s manufacturing, engineering, administrative, sales and marketing and distribution functions, as well as some integration of Terex Mining’s multiple information system platforms and processes. We plan to fully integrate Terex Mining primarily into our surface mining business. We expect to more fully analyze Terex Mining’s internal organizational and operating structure and, where possible, identify appropriate opportunities for further integration over the longer term. This may be a long and difficult process and may require substantial attention from our management team and involve substantial expenditures and include additional operating expenses. Even if we are able to successfully integrate the operations of Terex Mining, we may not be able to realize the expected benefits of the Terex Mining acquisition, either in the amount or within the expected time frame, or at all, and the costs of achieving these benefits may be higher than, and the timing may differ from, what we currently expect. Our ability to realize anticipated benefits from the Terex Mining acquisition may be affected by a number of factors, including the following:

• use of more cash or other financial resources and additional management time, attention and distraction on integration and implementation activities than we expect, including restructuring and other exit costs;

• increases in expenses related to the acquisition and integration of Terex Mining, which may offset any potential cost savings from the acquisition;

• our ability to realize anticipated levels of sales in emerging markets like China and India; and

• our ability to avoid labor disruptions or disputes in connection with any integration.

Any potential cost-savings opportunities may take at least several years to begin to implement, and any results of these actions my not be realized for at least several quarters following implementation. There can be no assurance that we will be able to integrate the operations of Terex Mining successfully, that we will be able to realize any anticipated benefits and synergies from the Terex Mining acquisition or that we will be able to operate the Terex Mining business as profitably as anticipated.

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The acquisition of Terex Mining is being financed, in large part, with a $1.0 billion term loan which will substantially increase our debt service obligations. As a result, we may have less cash flow available for business operations, we could become increasingly vulnerable to general adverse economic and industry conditions and interest rate trends, and our ability to obtain future financing may be limited.

We entered into an amendment to our existing credit agreement to provide for an additional new secured term loan of $1.0 billion and $167.5 million of revolving credit facilities to fund the cash portion of the purchase price for Terex Mining and to support our future working capital needs and capital expenditure plan.

Our total long-term debt, less current maturities, at December 31, 2009 was $499.7 million, which means that our borrowings under our new credit facilities will represent significantly increased aggregate debt levels for us. Our ability to make required payments of principal and interest on our increased debt levels will depend on future performance of our combined businesses, which, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. In addition, our amended credit agreement contains financial and restrictive covenants that may limit our ability to, among other things, borrow additional funds or take advantage of business opportunities. Our failure to comply with such covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all our indebtedness or otherwise have a material adverse effect on our financial position, results of operation and debt service capability.

Our increased level of debt and the financial and restrictive covenants contained in our amended new credit agreement could have important consequences on our financial position and results of operations, including:

• increasing our vulnerability to general adverse economic and industry conditions and detraction from our ability to successfully withstand a downturn in our markets or the economy generally;

• requiring us to dedicate a substantial portion of our cash flow from operations to required payments on debt, thereby reducing the availability of such cash flows to fund working capital, capital expenditures, manufacturing capacity expansion, additional business opportunities and other general corporate activities;

• limiting our ability to obtain additional financing in the future to fund working capital, capital expenditures, manufacturing capacity expansion, additional business opportunities and other general corporate requirements;

• limiting our flexibility in planning for, or reacting to, changes in our business and the markets we serve;

• placing us at a competitive disadvantage compared to less leveraged competitors; and

• making us vulnerable to increases in interest rates because debt under our amended credit facility bears interest at variable rates.

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We may have liabilities relating to Terex Mining which are not known to us.

As part of the acquisition of Terex Mining, we assumed some of Terex Mining’s liabilities and risks after the closing of the transaction, subject to certain representations and warranties of, and indemnification rights against, Terex Corporation. There may be liabilities or risks that we failed, or were unable, to discover in the course of performing our due diligence investigations of Terex Mining. Additionally, Terex Mining has made previous acquisitions and we may be subject to potential liabilities and risks relating to these prior acquisitions as well. We cannot assure you that our rights to indemnification contained in our Asset and Stock Purchase Agreement will be sufficient in amount, scope or duration to fully offset the possible liabilities associated with the business or property acquired. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our financial position and results of operations. As we begin to integrate Terex Mining, we may learn additional information about Terex Mining that adversely affects us, such as unknown or contingent liabilities and issues relating to compliance with applicable laws or issues related to ongoing customer relationships or order demand.

To remain compliant with the obligations imposed on us by the Sarbanes-Oxley Act of 2002, we may be required to make significant changes in the internal controls, information systems and technologies or other aspects of Terex Mining’s business.

Section 404 of the Sarbanes-Oxley Act of 2002 requires public companies like ours to review and make certain disclosures regarding their internal controls over financial reporting. We are also required to maintain certain disclosure controls and procedures and to take certain other actions and implement certain other practices and procedures, in order to remain compliant with other sections of the Sarbanes-Oxley Act of 2002, as well as other rules and regulations of the SEC applicable to us. In the past, we have undertaken efforts, at substantial cost, to become compliant with these rules and regulations, including the documentation, testing and review of our internal controls over financial reporting under the direction of senior management and the implementation of a system of disclosure controls and procedures. We have not yet been able to adequately test or review the internal controls over financial reporting currently maintained by Terex Mining and, as a result, do not know whether such internal controls are sufficient to allow us to identify significant deficiencies and material weaknesses in their design or operation which are reasonably likely to adversely affect our ability to record, process, summarize and report financial information and/or detect fraud. If Terex Mining’s internal controls over financial reporting are not adequate or in conformity with the requirements of the Sarbanes-Oxley Act of 2002, we may be required to use significant financial and managerial resources to implement a compliant system or to disclose significant deficiencies or material weaknesses, which may subject us to penalties and other enforcement actions. Nevertheless, we have commenced this analytical process. We may also be required to use significant financial and managerial resources to implement a system of disclosure controls and procedures at Terex Mining to ensure that material information relating to Terex Mining is made known to us in a timely fashion. These actions may have a material adverse effect on our financial position and results of operations.

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In connection with the acquisition of Terex Mining, we are required to fulfill certain employment obligations.

For a period of one year following closing of the acquisition of Terex Mining, we are required to provide employment under reasonably comparable terms and conditions and overall employee benefits and compensation that are of reasonably comparable aggregate value to those provided to transferred employees immediately prior to the closing date. We are also precluded during a period of 90 days following closing from effectuating in the United States a “plant closing” or “mass layoff” as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988. Although this requirement does not preclude the termination of individual employees, it may prevent us from taking action that we might otherwise deem prudent in connection with the operation of the Terex Mining business, which could have a material adverse effect on our financial position and results of operations.

We have entered a new line of business in which certain of our competitors have substantially more experience than we do.

Through the acquisition of Terex Mining, we have entered the market for the production, sale and service of original equipment and spare parts for additional equipment lines primarily used in surface mining including hydraulic shovels, off-highway haul trucks, highwall miners, hydraulic track drills and consumables. There can be no assurance that the business strategies applicable to our operations with respect to surface or underground mining, or the manner in which we have implemented those strategies, will be effective in the additional product lines, or that we will be able to develop and implement alternative successful strategies, including strategies used to increase aftermarket sales and services. If we are unable to effectively manage the acquired operations or compete against our competitors who are more established in their respective product lines, our operating results could be materially adversely affected.

Risks Related to Our Business

The industries we serve and our business are subject to significant cyclical fluctuations.

The sale of mining equipment is cyclical in nature and sensitive to a variety of factors, including fluctuations in market prices for coal, copper, oil, iron ore and other minerals, as well as alternatives to these minerals, changes in general economic conditions, interest rates, our customers’ replacement or repair cycles, consolidation in the mining industry and competitive pressures. Many factors affect the supply and demand for coal, minerals and oil and thus may affect the sale of our products and services, including:

• commodity prices and changes in those prices;

• the levels of commodity production;

• the levels of mineral inventories;

• the expected cost of developing new reserves;

• the cost of conducting mining operations;

• the level of mining activity;

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• worldwide economic activity;

• substitution of new or competing inputs and mining methods;

• national government political requirements;

• environmental regulation; and

• tax policies.

If demand for mining services or mining equipment utilization rates decrease significantly, then demand for our products and services (particularly demand for original equipment, which tends to be closely correlated with the strength of commodity markets and, as a result, tends to be more cyclical than aftermarket sales), will likely decrease. As a result of this cyclicality, we have experienced, and in the future could experience, extended periods of reduced sales and margins.

Because our customers’ purchasing patterns are affected by a variety of factors beyond our control, our sales and operating results may fluctuate significantly from period to period. Given the large sales prices of our equipment, one or a limited number of machines may account for a substantial portion of our sales in any particular quarter or other period. Although we recognize sales on a percentage-of-completion basis for most of our original equipment, the timing of one or a small number of contracts in any particular period may nevertheless affect our operating results. In addition, our sales and gross profit may fluctuate depending upon the sizes and the requirements of the particular contracts we enter into in that period.

Changes in global financial markets and global economic conditions could adversely affect our business.

Conditions in the global financial markets and economic conditions affect our results of operations. The recent global financial crisis has caused extreme volatility and tightening in the global capital and credit markets. The decreased availability of credit or the inability to obtain third-party financing has resulted in our customers deferring capital expenditures, which could continue to adversely affect the demand for our mining equipment. Also, further deterioration in the global economy could lead to higher unemployment, lower consumer spending, reduced investment by businesses and reduced corporate earnings. This could result in our customers further deferring capital expenditures, which could adversely affect the demand for our mining equipment.

In addition, poor conditions in global financial markets or global or regional recessionary economic conditions could lead to the cancellation or delay of existing orders, difficulty in collecting outstanding accounts receivable and affect the financial viability of our suppliers, some of which we may consider key suppliers. The occurrence of any of these items individually or in the aggregate, could have a material adverse effect on our financial position, results of operations and cash flows.

We currently generate funds from our operations and utilize our revolving credit facilities to pay our operating expenses, fund our capital expenditures, pay dividends and fund our employee retirement benefit programs. If changing economic conditions negatively affect our results of operations and cash flows or increase the underfunding of our pension

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obligations, and the use of our revolving credit facilities is maximized, we may require access to capital and/or credit markets and our access to those markets may be limited, which could have a material adverse affect on our financial position and results of operations.

A material disruption to our manufacturing plants could adversely affect our ability to generate revenue.

We produce most of our surface mining equipment and aftermarket parts at our manufacturing plants in South Milwaukee, Wisconsin; Dortmund, Germany; Dennison, Texas; Acuna, Mexico; Halifax, United Kingdom; Perth, Australia; and Beckley, West Virginia, and most of our underground mining equipment and aftermarket parts at our manufacturing plants in Germany and the United States. If operations at any of these facilities were to be disrupted as a result of equipment failures, natural disasters, work stoppages, power outages or other reasons, our business, financial position and results of operations could be materially adversely affected. Any of these significant events could require us to make large unanticipated capital expenditures. Interruptions in production could increase our costs and delay our delivery of original equipment and parts in production. Production capacity limits could cause us to reduce or delay sales efforts until production capacity is available. All of our facilities are also subject to the risk of catastrophic loss due to fires, explosions or adverse weather conditions. Lost sales or increased costs that we may experience during the disruption of operations may not be recoverable under our insurance policies, and longer-term business disruptions could result in a loss of customers. If this were to occur, our future sales levels, and therefore our future financial position, results of operations and cash flow, could be materially adversely affected.

Our results of operations are dependent on the commodity price of coal and other conditions in the coal markets.

For the year ended December 31, 2009, substantially all of our underground mining sales and approximately 45% of our surface mining original equipment sales were to coal mining customers. Many of these customers supply coal as fuel for the production of electricity in the United States and other countries. Government regulation of electric utilities and greenhouse gas emissions may adversely impact the demand for coal to the extent that such regulations cause or require such utilities to select alternative energy sources a source of electric power. If a more economical form of electricity generation is discovered, developed or mandated, or if a current alternative source of energy such as nuclear, wind or solar power becomes more widely accepted or cost effective, or if diminished economic activity reduces demand for steel, the demand for our mining equipment could be adversely affected.

We operate in a highly competitive industry.

Methods of competition in our business are diverse and include price, customer relationships, lead times, operating costs, productivity of equipment, design and performance, technology, reliability, warranty, service, delivery and other commercial factors, as well as government mandates to purchase their mining equipment from local suppliers. In electric mining shovels and draglines, we have a major international competitor (P&H), and for certain applications our small electric mining shovels may also compete against the biggest diesel hydraulic excavators made by several worldwide manufactures and local and regional competitors, including quasi-governmental competitors. In the hydraulic excavators, drill, and

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off-highway haul truck markets, we compete with several worldwide manufacturers. In the aftermarket business, we compete with several worldwide manufacturers and numerous independent firms that produce copies of the parts manufactured by us and other original equipment manufacturers. In our underground mining segment, we compete with Joy Global’s Joy Mining Machinery division for the sale of continuous miners, longwall shearers, powered roof supports, armored face conveyers (“AFC”) and other underground mining equipment, as well as with a number of both established and emerging worldwide manufacturers of such equipment. In China, India and Russia, we also face competition from regional and domestic equipment manufacturers, including manufacturers owned directly or indirectly by governmental entities. For example, in China there is much pressure to increase domestic purchases for roof supports and to reduce the cost of roof supports which are imported. This circumstance could make it more difficult for us to compete effectively in China. As those markets and markets in other industrialized countries continue to develop, this competition may increase.

Certain of our competitors may have greater financial, marketing, manufacturing or distribution resources than we do. Demand for our products may be affected by our ability to respond to downward pricing pressure from our competitors or to continue to provide shorter lead time and quicker delivery of our products than our competitors. We cannot assure you that our products will continue to compete successfully with those of our competitors or that we will be able to retain our customer base or improve or maintain our profit margins on customer sales. If we are unable to maintain our profit margins, our results of operations could be materially adversely affected.

In any given year, we rely on significant customers for a large percentage of our sales.

Our business is dependent on securing and maintaining customers by promptly delivering reliable and high-performance products. We do not believe we are dependent upon any single customer; however, on an annual basis a single customer may account for a large percentage of our sales, particularly original equipment sales. Our top five surface mining customers in each of the years ended December 31, 2009, 2008 and 2007 collectively accounted for approximately 50%, 43% and 27%, respectively, of our total surface mining sales and our top five underground mining customers collectively accounted for approximately 41% and 43% of our total underground mining sales for the years ended December 31, 2009 and 2008, respectively. We believe these relatively high percentages reflect the recent consolidation within the mining industry. In addition, key sectors of the mining industry are dominated by a few enterprises, most of which are our customers. The loss of one or more of our significant customers or significantly reduced sales orders from significant customers could have a material adverse effect on our results of operations, financial condition and cash flows.

The loss of key members of our management team could adversely affect our business.

Our success substantially depends upon our ability to attract and retain qualified employees and upon the ability of senior management and other key employees to implement our business strategy and maintain and enhance our customer and supplier relationships. We believe there are only a limited number of available qualified chief executives in our industry. We rely substantially upon the services of our executive officers, and the loss of their services or the services of other members of our management team or our inability to attract or retain

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other talented personnel could impede the further implementation of our business strategy, which could have a material adverse effect on our business.

We are subject to risks of conducting business in foreign countries, including emerging markets.

We derive the majority of our sales from foreign markets where we have substantial operations. For the year ended December 31, 2009, we generated $1.9 billion, or approximately 71%, of our sales outside the United States (exports from the United States and sales by our foreign subsidiaries) compared to $1.8 billion, or 73%, for the year ended December 31, 2008. Various political, regulatory or economic factors, or changes in those factors, have the potential to adversely affect our international operations and our financial results. These factors principally include:

• tariffs and price controls;

• trade sanctions and embargos;

• reduction in government subsidies;

• import or export licensing requirements;

• economic downturns, civil disturbances or political instability;

• employment regulations;

• nationalism;

• regulations regarding repatriation of earnings;

• ability to enforce contract and intellectual property rights;

• availability of credit;

• natural disasters;

• national and international conflicts, including terrorist acts;

• nationalization and expropriation; and

• potentially burdensome taxation.

In addition, a significant portion of our international business is conducted in emerging and developing markets located in Asia, Africa, South America and Eastern Europe. Many of the countries in these regions have developing legal and economic systems, which add a level of uncertainty to our operations in those countries relative to those that would be expected domestically. Our customers in the developing markets of China, India and Eastern Europe have exposed us the uncertainty associated with the developing governmental, legal and economic systems in those countries. We have recently finalized a joint venture with a local partner to expand our manufacturing capacity in China, which will further increase our exposure to the uncertainties in this emerging market.

The above factors, and related unpredictability, could place our operations and business relationships in overseas markets at risk, which could materially adversely affect our financial position and results of operations.

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We are subject to risks related to conducting business in foreign currencies.

We are subject to foreign currency exchange risk because we sell a significant amount of our underground mining products in euros, while we sell most of our surface mining original equipment in United States dollars, and we report our combined consolidated results in United States dollars. As a result, an increase in the value of the United States dollar or the euro, relative to other nations’ currencies, would decrease the United States dollar or euro equivalent of our underground mining sales earned without decreasing the United States dollar or euro value of the expenses associated with its sales.

Additionally, a portion of our aftermarket parts sales is denominated in the currency of the country in which the products are sold and the majority of our service sales are denominated in local currencies. Although a portion of the expenses of providing overseas services are denominated in local currencies, the cost of goods associated with overseas sales are generally incurred in United States dollars and euros. As a result, an increase in the value of the United States dollar or the euro relative to these nations’ currencies would decrease the United States dollar or euro equivalent of aftermarket sales earned abroad without decreasing the United States dollar or euro value of a portion of the expenses associated with overseas sales.

Currency controls, devaluations, trade restrictions and other disruptions in currency convertibility and in the market for currency exchange could limit our ability to convert revenues earned abroad into United States dollars or euros in a timely manner. This could adversely affect our ability to service our United States dollar or euro indebtedness, fund our United States dollar or euro costs, finance capital expenditures and pay dividends on our common stock. Therefore, our future results of operations may be subject to increased volatility

Regulations affecting the mining industry or electric utilities may reduce demand for our products and services.

Our principal customers are mining companies. Many of these customers supply coal as a power generating source for the production of electricity in markets around the world. The operations of these mining companies are geographically diverse and are subject to or affected by a wide array of regulations in the jurisdictions in which they operate, including those with a direct impact on mining activities and those indirectly affecting their businesses, such as applicable environmental laws and regulations governing the operation of coal-fired power plants. As a result of changes in regulations and laws relating to the operation of mines, our customers’ mining operations could be disrupted or curtailed by governmental authorities. The high cost of compliance with mining and environmental regulations may also induce customers to discontinue or limit their mining operations, and may discourage companies from developing new mines. Additionally, government regulation of coal-fired power plants may adversely impact the demand for coal to the extent that such regulations cause electric utilities to select alternative energy sources and technologies as sources of electric power. Domestic and international initiatives to regulate greenhouse gas emissions, including carbon dioxide could depress coal consumption in Western economies. If demand for coal declines, demand for our products will also decline, which would have a material adverse effect on our financial position and results of operations.

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We may be adversely affected by environmental and safety regulations or concerns.

We are subject to increasingly stringent environmental and occupational health and safety laws and regulations in the countries in which we operate, including laws and regulations governing emissions to air, discharges to water and the generation, handling, storage, transportation, treatment and disposal of, or exposure to, hazardous materials. Although it is our intent to comply with such laws and regulations, we cannot assure you that we have always done so on a historical basis, or will continue to do so prospectively. If we are not in compliance with these laws and regulations, we may incur remediation obligations or other costs in excess of amounts reserved, or fines, penalties or suspension of production. We may be adversely impacted by costs, liabilities or claims with respect to existing or subsequently acquired operations, under either present laws and regulations or those that may be adopted or imposed in the future.

Our operations are also subject to laws requiring the cleanup of contaminated property. If a release of hazardous substances occurs, or has occurred, at or from any of our current or former properties or at a landfill or another location where we have disposed of hazardous materials, we may be held liable for the contamination, and the amount of such liability could be material.

In addition, increased environmental regulation of the mining industry in North America and overseas could increase costs to us or to our customers and adversely affect the sales of our products and future operating results. These requirements may change in the future in a manner that could require us to make capital and other expenditures, which could have a material adverse effect on our financial position and results of operations.

We must attract and retain skilled labor in order to maintain and increase our business.

Our ability to operate profitably and expand our operations, including the realization of the desired benefits of our recent capacity expansion program, depends in part on our ability to attract and retain skilled manufacturing workers, equipment operators, engineers and other technical personnel. Also, our underground mining business will face the retirement of a large number of skilled employees over the next five to 10 years. As a result, our growth may be limited by the scarcity of skilled labor. Additionally, a significant increase in the wages paid by competing employers could result in a reduction in our skilled labor force, increases in the rates of wages we must pay or both. Further, we may be faced with increased training costs and reduced productivity as we train new employees. If our compensation costs increase or we cannot attract and retain skilled labor, including engineers, machinists and welders, our earnings could be reduced, and production capacity and growth potential could be impaired.

Aspects of our operations are dependent on relationships with local partners in some countries.

In certain countries we have formed relationships with local partners to manufacture, sell or service our products. For example, we have a commercial agreement with a local partner in India and we have recently finalized a joint venture with a local partner in China, each with respect to certain limited aspects of our operations in these countries. These and other countries may require us to use additional local partners in connection with our operations in such countries. The use of local partners may adversely impact our margins and

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profitability in such countries and disputes with local partners may adversely impact our operations in the applicable countries.

If we fail to offer technologically advanced equipment to our customers, demand for our products may be materially adversely affected.

We believe that most of our mining industry customers are focused on improving automation, standardization and consolidation of equipment and mining operations. In this regard, we concentrate on producing technologically advanced equipment that allows our customers to conduct safe and cost-efficient operations. To remain competitive, we believe we must develop new and innovative products on an ongoing basis. If we are unable to continue developing new and innovative products that incorporate technological advancements and meet the evolving requirements of our customers, or if we are unable to successfully bring such products to market, or if our competitors produce and sell equipment that is more technologically advanced or otherwise better received in the marketplace than ours, the demand for our mining equipment could be materially adversely affected.

Labor disruptions could adversely affect our operations.

At December 31, 2009, approximately 2,000 of our employees were unionized (approximately 2,450 including Terex Mining). Our contract with the United Steelworkers of America representing hourly workers at our South Milwaukee facility expires in April 2013 and our contract with the United Steelworkers representing hourly workers at our Pulaski, Virginia facility expires in August 2011. Many of the collective bargaining agreements relating to our underground mining non-United States employees may be terminated by either the union or the employer association with a one to three month notice period (although these agreements will remain in full force and effect until a new agreement has been reached). After expiration of these agreements, we are not assured of being able to reach new agreements without a work stoppage or strike, and any new agreements may not be reached on terms satisfactory to us, may be on substantially different terms from our current agreements and may result in increased direct and indirect labor costs. A dispute between our employees and us could divert significant management time and attention and disrupt our operations, and the resulting adverse impact on our relationships with customers could reduce our revenue. Also, a few of our mine site operations and production and other facilities are located in areas of high union concentration or in nations with laws favorable to unionization, and, as a result, such operations and facilities are susceptible to union organizing activity. Additionally, our obligations under underground mining business labor agreements may prevent us from taking actions that we might otherwise deem prudent in connection with the operation of our underground mining business, which could have a material adverse effect on our financial position and results of operations.

In addition, the workforces of many of our suppliers and our transportation providers are unionized. If they are disrupted by labor issues, delivery of parts and materials to us could be reduced or delayed. Many of our customers have unionized work forces, and work stoppages experienced by our customers could cause us to lose sales or incur increased costs.

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Our continued success depends in part on our ability to protect our intellectual property.

Our future success depends in part on our ability to protect our intellectual property. We rely principally on nondisclosure agreements and other contractual arrangements and trade secret laws and, to a lesser extent, trademark and patent law, to protect our intellectual property, including jointly developed intellectual property. However, these measures could prove inadequate to protect our intellectual property from infringement by others or to prevent misappropriation of our proprietary rights. In addition, the laws and enforcement mechanisms of some foreign countries do not protect proprietary rights to the same extent as do United States laws. We expect that the expansion of our manufacturing capacity in China and potentially to other countries such as India or Brazil also may heighten our risk of intellectual property infringement due to the pervasive nature in those countries of independent firms called “will-fitters” that produce copies of the parts manufactured by us and other original equipment manufacturers. Our inability to protect our proprietary information and enforce intellectual property rights through infringement or other enforcement proceedings could have a material adverse effect on our financial position and results of operations.

We are in the process of implementing a global Enterprise Resource Planning (“ERP”) system in our surface mining segment.

We are in the process of implementing a new global ERP system in our surface mining segment. This system will replace our surface mining segment’s existing operating and financial system. If the system is not implemented successfully and within budget or if the system does not perform in a satisfactory manner, it could be disruptive and or adversely affect our operations and results of operations, including our ability to report accurate and timely financial results.

We may have to utilize significant cash to meet our unfunded pension obligations, and these obligations are subject to increase.

A substantial portion of our United States employees participate in our defined benefit pension plans. At December 31, 2009, our unfunded pension liability for these plans totaled $13.8 million compared to $48.8 million at December 31, 2008. Declines in interest rates or the market values of the securities held by the plans, or other adverse changes, could materially increase the underfunded status of these plans and affect the level and timing of required cash contributions in 2010 and after. In addition, at December 31, 2009, we had $116.3 million in unfunded pension liabilities with respect to pension plans for certain non-United States employees, with no assets set aside to fund such obligations, compared to $105.1 million at December 31, 2008. Declines in interest rates or other adverse changes could materially increase the underfunded status of these plans.

Our mining production capacity may not be sufficient to meet customer demand.

Our backlog of firm orders was $1.9 billion at December 31, 2009. We have recently completed a multi-phase expansion program of our South Milwaukee facility, which has substantially increased our surface mining equipment production capacity. However, production capacity at all of our manufacturing locations may not be sufficient to satisfy customer demand for our surface mining products from time to time. If we are unable to commit to producing products for customers within the timeframes they require, then these

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customers may seek to procure equipment from other sources to meet their project deadlines, which could adversely affect our future sales levels, profitability and cash flow.

We are, and may be in the future, subject to product liability and other lawsuits related to past and current activities.

The selling and servicing of complex, large scale surface mining equipment used in a variety of locations and climates, and integrating a variety of manufactured and purchased components entails an inherent risk of lawsuits and liability relating to the operation and performance of the equipment and the health and safety of the workers who operate and come into contact with it. We have been named as a co-defendant in numerous pending personal injury liability cases alleging damages caused by exposure to asbestos and other substances, and the particular circumstances of many of these cases are difficult to assess because the claims allege exposure to a variety of substances from various sources over varying historical periods and assert the culpability of multiple defendants. Our underground mining business is also subject to various product liability and personal injury claims, including those relating to alleged asbestos and silicosis exposure. These types of claims, as well as product liability claims in general, can be expensive to defend and can divert the attention of management and other personnel for long periods of time, regardless of the ultimate outcome. While we maintain product liability and other insurance to cover varying levels of claims of this nature, including varying levels of coverage for the historical periods during which the pending claims of which we are aware allege asbestos exposure, those policies are subject to deductibles and recovery limitations, and there are limitations on events covered by the policies. Also, there can be no assurance that we will be able to obtain insurance on acceptable terms in the future, if at all, or obtain insurance that will provide adequate coverage against potential future claims. These lawsuits and future lawsuits against us could be resolved in a manner that materially and adversely affects our product reputation, business, financial position and results of operations.

If we are unable to purchase component parts or raw materials from key suppliers, the prices of component parts or raw materials rise materially, or the costs of shipping products rise materially, our business and results of operations may be materially adversely affected.

We purchase all of our alternating current (“AC”) drives and certain electrical parts for our surface mining equipment pursuant to a 10-year agreement, which ends in February 2016, with Siemens Energy & Automation (“Siemens”). Delays, disruptions or other difficulties procuring parts from Siemens, or our inability to obtain parts from Siemens altogether could have a material adverse effect on our business and results of operations. We currently purchase motors, an important component of its room and pillar equipment, from one supplier. The loss of this supplier could cause a delay in manufacturing due to the time required to have motors of a new supplier approved and certified by the Mine Safety and Health Administration. The loss of this supplier could also result in a possible loss of sales, which could have a material adverse effect on our business and results of operations. We purchase components for our roof supports from three primary suppliers pursuant to written agreements. The loss of any of these three primary suppliers, or delays, disruptions or other difficulties procuring parts from these suppliers or from related raw material sources, could have a material adverse effect on our ability to timely produce our roof supports and other underground mining original equipment and, ultimately, could have a material adverse effect

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on our business and results of operations. We also purchase track links, castings and forgings from suppliers with whom we have longstanding relationships. Although these are not sole source suppliers, the loss of these suppliers could affect our ability to maintain costs.

If we are required to procure alternative sources of supply, our ability to supply parts to our customers when needed could be impaired, we could lose business and our margins and cash flow could be reduced. Also, because we maintain limited production input inventories, even brief unanticipated delays in delivery by suppliers, including those due to capacity constraints, labor disputes, impaired financial position of suppliers, weather emergencies or other natural disasters, may impair our ability to satisfy our customers and could adversely affect our operations.

In addition, we use substantial quantities of steel in our production processes. If the price of steel or other raw materials increases and we are unable to recover those price increases, or if availability of certain types of steel decreases and we are not able to acquire sufficient quantities of this steel, we will experience reduced margins. Any significant future delays in obtaining production inputs and other supplies could result in our delay in delivering or producing products for our customers, which could subject us to contractual damage claims or otherwise harm our business and results of operations. In addition, there recently has been consolidation within the steelmaking industry, which could impede our ability to rely on competitive balance and longstanding business relationships to procure steel on favorable terms and in a timely manner.

We also purchase component parts and raw materials on terms extended to us by our suppliers based on our overall credit rating. If our credit rating were to change adversely, our suppliers may not be willing or able to continue to extend favorable terms to us, which could negatively impact our cash flow or cause us to incur increased indebtedness under our revolving credit facility.

Some of our contracts require us to bear all costs of shipping and handling to the customer’s site. Because of the size and weight of our products, these costs can be a significant portion of the total costs of a given contract. If transportation costs rise materially due to fuel prices or other factors, our gross margins could be reduced.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.  PROPERTIES

Our principal surface mining manufacturing operations are located in South Milwaukee, Wisconsin, Dortmund, Germany; Dennison, Texas; Acuna, Mexico; Beckley, West Virginia; Halifax, United Kingdom and Perth, Australia.

South Milwaukee and Milwaukee, Wisconsin.    Our South Milwaukee facility is located on approximately 66 acres of land and comprises several buildings totaling approximately 1,100,000 square feet of floor space, including approximately 922,000 square feet for manufacturing and manufacturing support. A portion of this facility houses our corporate headquarters and surface mining research and development facilities. The major

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buildings at this facility are constructed principally of structural steel, concrete and brick and have sprinkler systems and other devices for protection against fire. The buildings and equipment therein, which include specialized machine tools and equipment for fabrication, welding and assembly of our surface mining machinery, including draglines, electric mining shovels and rotary blasthole drills, are well-maintained, in good condition and in regular use. We lease the majority of the land and buildings at our South Milwaukee facility. The term of the lease is 20 years through 2021 with the option to renew the lease for up to five five-year terms at our option. Annual rent under the lease is $1.1 million through 2016. The lease is a net lease under which we are responsible for associated taxes, utilities and insurance. We continue to own the remainder of the land and buildings at our South Milwaukee facility.

We lease a facility in Milwaukee, Wisconsin, which has approximately 94,000 square feet of floor space and approximately 131,000 square feet of yard space for welding operations in our surface mining business. The lease expires in January 2015. An additional 82,000 square feet of indoor warehouse space is leased under two separate lease agreements. The leases for this indoor warehouse space expire in October 2012 and December 2012.

Dortmund, Germany.    This facility is located on approximately 20 acres of land and comprises a manufacturing plant, warehouse and office building. The facility totals approximately 734,000 square feet of floor space, including approximately 360,000 square feet for manufacturing, approximately 323,000 square feet for warehousing and approximately 51,000 square feet for offices. The manufacturing building at this facility is constructed principally of structural steel and brick. The manufacturing building and equipment therein, which includes machines, machine tools, and equipment for the manufacture of hydraulic excavators, are well maintained, in good condition and in regular use. The lease for this facility expires in 2011.

Dennison, Texas.    This facility is located on approximately 120 acres of land and comprises a manufacturing plant, warehouse and office building totaling approximately 244,000 square feet of floor space, including approximately 168,000 square feet for manufacturing, approximately 43,000 square feet for warehousing and approximately 33,000 square feet for offices. The manufacturing building at this facility is constructed principally of structural steel. The manufacturing building and equipment therein, which includes machines, machine tools, and equipment for the manufacture of rotary blasthole and hydraulic track drills, are well maintained, in good condition and in regular use We own this facility.

Acuna, Mexico.    This facility is located on approximately 11 acres of land and comprises a manufacturing plant, warehouse and office building totaling approximately 240,000 square feet of floor space, including approximately 214,000 square feet for manufacturing, approximately 20,000 square feet for warehousing and approximately 6,000 square feet for offices. The manufacturing building at this facility is constructed principally of structural steel. The manufacturing building and equipment therein, which includes machines, machine tools, and equipment for the manufacture of off-highway trucks, are well maintained, in good condition and in regular use. We own this facility.

Beckley, West Virginia.    This facility is located on approximately 16 acres of land and comprises a manufacturing plant, warehouse and office building totaling approximately

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130,000 square feet of floor space, including approximately 85,000 square feet for manufacturing, approximately 35,000 square feet for warehousing and approximately 10,000 square feet for offices. The manufacturing building at this facility is constructed principally of structural steel. The manufacturing building and equipment therein, which includes machines, machine tools, and equipment for the manufacture of highwall miners, are well maintained, in good condition and in regular use. We own this facility.

Halifax, United Kingdom.    This facility is located on approximately 3 acres of land and comprises a manufacturing plant, warehouse and office building totaling approximately 58,000 square feet of usable floor space, including approximately 44,000 square feet for manufacturing, approximately 6,000 square feet for warehousing and approximately 8,000 square feet for offices. The manufacturing building at this facility is constructed principally of structural steel and concrete and brick. The manufacturing building and equipment therein, which includes machines, machine tools, and equipment for the manufacture of aftermarket parts, are well maintained, in good condition and in regular use. The lease for this facility expires in 2011.

Perth, Australia.    This facility is located on approximately 10 acres of land and comprises a manufacturing plant, warehouse and office building totaling approximately 130,000 square feet of floor space, including approximately 86,000 square feet for manufacturing, approximately 32,000 square feet for warehousing and approximately 12,000 square feet for offices. The manufacturing building at this facility is constructed principally of structural steel. The manufacturing building and equipment therein, which includes machines, machine tools, jigs and testing equipment for part repairs (e.g., gear boxes, wheel motors, cylinders, etc.), are well maintained, in good condition and in regular use. The lease for this facility expires in 2019.

Our principal underground mining manufacturing operations are located in Lünen, Germany, Houston, Pennsylvania, Pulaski, Virginia, Daphne, Alabama and Hillsville, Virginia.

Lünen, Germany.    This facility is located on approximately 53 acres of land and comprises a manufacturing plant and an office building totaling approximately 958,000 square feet of floor space, including approximately 546,000 square feet for manufacturing, approximately 395,000 square feet for manufacturing support and approximately 17,000 square feet for research and development. The manufacturing building at this facility is constructed principally of structural steel, concrete and brick. The manufacturing building and equipment therein, which includes machines, machine tools and equipment for the manufacture, assembly, welding, drilling, blasting, testing and transportation of our underground mining machinery, including longwalls, shearers and AFC plows, are well-maintained, in good condition and in regular use. We own this facility.

Houston, Pennsylvania.    This facility is located on approximately 35 acres of land and comprises of a manufacturing plant and a three story office building. The manufacturing plant is one building totaling approximately 174,000 square feet of floor space, including approximately 143,000 square feet for manufacturing and approximately 31,000 square feet for manufacturing support and offices. The office building totals approximately 40,000 square feet of floor space. The manufacturing building at this facility is constructed principally of structural steel with outer walls of concrete block and sheet metal cladding. The office building is mainly constructed of concrete and exterior glass. The manufacturing building and

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equipment therein, which include specialized machine tools, racking, forklifts, lift trucks, various sized cranes, and equipment for the manufacture, welding and assembly of our underground mining machinery, including longwall mining, room and pillar mining, and belt systems equipment are well-maintained, in good condition and in regular use. We own this facility.

Pulaski, Virginia.    This facility is located on approximately 17 acres of land including 14 acres for a manufacturing building and three acres for a warehouse. The building totals approximately 145,000 square feet of floor space, including approximately 126,000 square feet for manufacturing and approximately 19,000 square feet for manufacturing support and offices. The warehouse totals approximately 38,000 square feet of floor space for manufacturing support. Both buildings are constructed principally of structural steel framing with outer walls of concrete block and sheet metal cladding. The buildings and equipment therein, which include specialized machine tools, racking, forklifts, lift trucks, various sized cranes, and equipment for the manufacture, welding and assembly of our underground mining machinery, including longwall mining, room and pillar mining, and belt systems equipment are well-maintained, in good condition and in regular use. We own the manufacturing location. The warehouse location is leased through August 2011.

Daphne, Alabama.    This facility is located on approximately seven acres of land and comprises a manufacturing plant and an office building totaling approximately 68,000 square feet of floor space, including approximately 62,000 square feet for manufacturing and approximately 6,000 square feet for offices. The manufacturing building at this facility is constructed principally of structural steel. The manufacturing building and equipment therein, which includes machines, machine tools, and equipment for the manufacture, extrusion, assembly, welding, drilling, testing and transportation of our belt systems, including Exalon conveyor rollers and conveyor pulleys, are well-maintained, in good condition and in regular use. We own this facility.

Hillsville, Virginia.    This facility is located on approximately 14.5 acres of land and comprises a manufacturing plant, warehouse and office building totaling approximately 60,000 square feet of floor space, including approximately 47,000 square feet for manufacturing, approximately 9,000 square feet for warehousing and approximately 4,000 square feet for offices. The manufacturing building is constructed principally of structural steel. The manufacturing building and equipment therein, which includes machines, machine tools, and equipment for the manufacture of conveyor pulleys for our belt systems. We own this facility.

Ostrava, Czech Republic.    This facility is located on approximately 48 acres of land and comprises a manufacturing plant and office building totaling approximately 514,000 square feet of floor space, including approximately 440,000 square feet for manufacturing and approximately 70,000 square feet for offices. The manufacturing building at this facility is constructed principally of structural steel, concrete and brick. The manufacturing building and equipment therein, which includes machines, machine tools, and equipment for primarily for the manufacture of longwall systems and aftermarket parts, are well maintained, in good condition and in regular use. We own this facility.

Other Facilities.    Bucyrus Canada Limited, a wholly owned surface mining subsidiary, owns a facility in Edmonton, Alberta, Canada. We own or lease administrative and

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sales offices in Australia, Brazil, Canada, Chile, China, England, France, India, Indonesia, Lebanon, Mexico, the Netherlands, Peru, Poland, Russia, South Africa and the United States and have repair facilities in the United States, Australia, Brazil, Canada, Chile and South Africa.

All of our domestic assets, as defined, are pledged as collateral under our credit agreement.

We believe that our domestic and foreign properties, including the ongoing expansion, taken together with our ability to purchase goods and services from outside vendors and perform work at customer sites, are sufficient to meet our production needs.

ITEM 3.  LEGAL PROCEEDINGS

Product Liability

We are normally subject to numerous product liability claims, many of which relate to products no longer manufactured by us or our subsidiaries, and other claims arising in the ordinary course of business in federal and state courts. Such claims are generally related to property damage and to personal injury. Our products are operated by us and our customers’ employees and independent contractors at various work sites in the United States and abroad. In the United States, workers’ claims against employers related to workplace injuries are generally limited by state workers’ compensation statutes, but such limitations do not apply to equipment suppliers. In addition, independent contractors may not be subject to state workers’ compensation regimes. We have insurance covering most of these claims and various limits of liability depending on the insurance policy year in question. We do not believe that the costs and/or final resolution of these claims and other similar adverse claims which are likely to arise in the future will individually or in the aggregate have a material effect on our financial position, results of operations or cash flows, although no assurance to that effect can be given.

Suits Alleging Exposure to Asbestos and Other Substances

We have been named as a co-defendant in numerous personal injury liability cases alleging damages due to exposure to asbestos and other substances. These cases are pending in courts in various states. In all of these cases, insurance carriers have accepted or are expected to accept defense. These cases are in various pre-trial stages. We do not believe that costs and/or final resolution of these claims will individually or in the aggregate have a material effect on our financial position, results of operations or cash flows, although no assurance to that effect can be given.

Other

We are also involved in various other litigation in the United States and abroad arising in the normal course of business. We do not believe that our recovery or liability, if any, under any such pending litigation will have a material effect on our financial position, results of operations or cash flows, although no assurance to that effect can be given.

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Environmental and Related Matters

Our operations and properties are subject to a broad range of federal, state, local and foreign laws and regulations relating to environmental matters, including laws and regulations governing discharges into the air and water, the handling and disposal of solid and hazardous substances and wastes, and the remediation of contamination associated with releases of hazardous substances at our facilities and at off-site disposal locations. These laws are complex, change frequently and have tended to become more stringent over time. Future events, such as required compliance with more stringent laws or regulations, more vigorous enforcement policies of regulatory agencies or stricter or different interpretations of existing laws, could require additional expenditures by us, which may be material.

Environmental problems have not interfered in any material respect with our manufacturing operations to date. We believe that our compliance with current statutory requirements respecting environmental quality will not have a material adverse affect on our financial position, results of operations or cash flows, although no assurance to that effect can be given. We have an ongoing program to address potential environmental problems.

Certain environmental laws, such as the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), provide for strict, joint and several liability for investigation and remediation of spills and other releases of hazardous substances. Such laws may apply to conditions at properties currently or formerly owned or operated by an entity or its predecessors, as well as to conditions at properties at which wastes or other contamination attributable to an entity or its predecessors come to be located.

We have previously been named as a potentially responsible party under CERCLA and analogous state laws at sites throughout the United States. We believe we have determined our cleanup liabilities with respect to these sites and do not believe that any such remaining liabilities, if any, either individually or in the aggregate, will have a material adverse effect on our financial position, results of operations or cash flows, although no assurance to that effect can be given. We may incur additional liabilities with respect to these sites in the future, the costs of which could be material, and may incur remediation liability in the future with respect to sites formerly or currently owned or operated by us, or with respect to off-site disposal locations, the costs of which could be material.

Over the past three years, expenditures for ongoing compliance, remediation, monitoring and clean-up have been immaterial. While no assurance can be given, we believe that expenditures for compliance and remediation will not have a material adverse effect on our financial position, results of operations or cash flows, although no assurance to that effect can be given.

I TEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our stockholders during the fourth quarter of 2009.

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EXECUTIVE OFFICERS

The following table sets forth the names and ages, as of February 22, 2010, of our executive and other corporate officers, as well as the positions and offices held by those persons.

Name	Age	Position
Timothy W. Sullivan	56	President, Chief Executive Officer and Director
William S. Tate	59	Executive Vice President
Luis de Leon	44	Chief Operating Officer
Craig R. Mackus	57	Chief Financial Officer and Secretary
John F. Bosbous	57	Treasurer

Mr. Sullivan became our president and chief executive officer in March 2004 and was previously president and chief operating officer from August 2000 to March 2004. Mr. Sullivan rejoined us in January 2000 as executive vice president. From January 1999 through December 1999, Mr. Sullivan served as president and chief executive officer of United Container Machinery, Inc. From June 1998 through December 1998, Mr. Sullivan was our executive vice president - marketing and from April 1995 through May 1998 was our vice president marketing and sales. Mr. Sullivan has been a director of our Company since August 2000. Mr. Sullivan also serves on the Board of Trustees of Northwestern Mutual Life Insurance Company.

Mr. Tate became our executive vice president in August 2007. Prior to our acquisition of DBT, Mr. Tate served as president and chief executive officer of DBT America Inc. from February 1999 to August 2007 and its parent company, DBT GmbH, from July 2004 to August 2007. Mr. Tate also serves as Chairman of the National Mining Association’s manufacturing and services section.

Mr. de Leon became our chief operating officer in August 2007. Prior to the acquisition of DBT, Mr. de Leon served as chief financial officer of DBT GmbH from October 2003 to August 2007. From July 1998 to September 2003, Mr. de Leon was chief operating officer and chief financial officer of DBT America Inc. From February 1997 to June 1998, Mr. de Leon served as vice president finance and controller. Before joining DBT, Mr. de Leon held several financial and operation positions during 1990 to 1997 in the Industry & Automation division of ABB Ltd.

Mr. Mackus became our chief financial officer in June 2004 after serving as vice president-finance from October 2002 through June 2004, and has served as our secretary since May 1996 and as controller from February 1988 through May 2006. Mr. Mackus was our division controller and assistant corporate controller from 1985 to 1988, our manager of corporate accounting from 1981 to 1982 and 1984 to 1985, and assistant corporate controller of Western Gear Corporation from 1982 to 1984.

Mr. Bosbous has served as our treasurer since March 1998. Mr. Bosbous was assistant treasurer from 1988 to 1998, and assistant to the treasurer from August 1984 to February 1988.

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PART II

ITEM 5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the NASDAQ Global Select Stock Market under the symbol “BUCY”. As of February 22, 2010, there were 29 stockholders of record. The following table sets forth the high and low sales prices and dividend payments for our stock for the periods indicated.

	Price				Dividends
	High		Low
2009
First Quarter	$	23.46	$	10.62	$	.0250
Second Quarter	$	34.34	$	14.44	$	.0250
Third Quarter	$	37.70	$	23.62	$	.0250
Fourth Quarter	$	59.95	$	31.78	$	.0250
2008
First Quarter	$	57.00	$	33.66	$	.0250
Second Quarter	$	79.50	$	49.33	$	.0250
Third Quarter	$	75.99	$	36.53	$	.0250
Fourth Quarter	$	44.50	$	13.66	$	.0250
2007
First Quarter	$	29.22	$	22.32	$	.0250
Second Quarter	$	36.60	$	25.20	$	.0250
Third Quarter	$	39.89	$	28.35	$	.0250
Fourth Quarter	$	52.18	$	35.20	$	.0250

We effected a two-for-one split of our common stock on May 27, 2008. Our common stock began trading on a split-adjusted basis on May 28, 2008. The above per share data has been adjusted to reflect this stock split.

We made no purchases of our common stock in the fourth quarter of 2009.

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Information about our equity compensation plans at December 31, 2009 was as follows:

Plan category	Number of shares to be issued upon the exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in the first column)
Equity compensation plans approved by stockholders:
1998 Management Stock Option Plan	—			—	492,000
Omnibus Incentive Plan 2007	1,396,146	(1)	$	23.30	2,909,526	(2)
Equity compensation plans not approved by stockholders	—			—	—
Total	1,396,146			—	3,401,526

(1) Represents the number of shares of our Common Stock issuable upon the exercise of 2,249,866 outstanding stock appreciation rights (“SARs”) calculated using the $56.37 closing price of our Common Stock on December 31, 2009.

(2) SARs reduce the number of shares remaining available for future issuance on a one-for-one basis.

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ITEM 6. SELECTED FINANCIAL DATA

The information required by Item 6 is incorporated herein by reference from our 2009 Annual Report to Stockholders.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information required by Item 7 is incorporated herein by reference from our 2009 Annual Report to Stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by Item 7A is incorporated herein by reference from our 2009 Annual Report to Stockholders.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by Item 8 is incorporated herein by reference from our 2009 Annual Report to Stockholders.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer and Secretary, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2009. Based upon their evaluation of these disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer and Secretary concluded that the disclosure controls and procedures were effective as of December 31, 2009 to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission rules and forms, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting and the attestation report of Deloitte & Touche LLP as required by Item 9A are incorporated herein by reference from our 2009 Annual Report to Stockholders.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 is incorporated herein by reference from the ELECTION OF DIRECTORS, CORPORATE GOVERANCE—BOARD OF DIRECTORS, and SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE sections of our Proxy Statement.

The information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3) and information regarding our Code of Ethics for the Principal Executive Officer and Senior Financial Officers is included in Part I of this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated herein by reference from the BOARD OF DIRECTORS, COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION COMMITTEE REPORT and EXECUTIVE COMPENSATION sections of our Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is incorporated herein by reference from the STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT section of our Proxy Statement. The tabular information regarding our equity compensation plans is contained in ITEM 5 of this Report and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by Item 13 is incorporated herein by reference from the CORPORATE GOVERNANCE section of our Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 is incorporated herein by reference from the RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM and AUDIT COMMITTEE REPORT sections of our Proxy Statement.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)		The following documents are incorporated herein by reference from this Annual Report on Form 10-K and our 2009 Annual Report to Stockholders:
			Form 10-K	Annual Report to Stockholders
	1.	FINANCIAL STATEMENTS
		Consolidated Statements of Earnings for the years ended December 31, 2009, 2008 and 2007		X
		Consolidated Statements of Comprehensive Income for the years ended December 31, 2009, 2008 and 2007		X
		Consolidated Balance Sheets as of December 31, 2009 and 2008		X
		Consolidated Statements of Common Stockholders’ Investment for the years ended December 31, 2009, 2008 and 2007		X
		Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007		X
		Notes to Consolidated Financial Statements for the years ended December 31, 2009, 2008 and 2007		X
		Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP		X
	2.	FINANCIAL STATEMENT SCHEDULE
		Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP	X
		Schedule II—Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2009, 2008 and 2007	X
		All other schedules are omitted because they are inapplicable, not required by the instructions or the information is included in the consolidated financial statements or notes thereto.
(b)		EXHIBITS
		The exhibits listed in the accompanying Exhibit Index are filed as a part of this Annual Report on Form 10-K.	X

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Bucyrus International, Inc.:

We have audited the consolidated financial statements of Bucyrus International, Inc. and subsidiaries (the “Company”) as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, and the Company’s internal control over financial reporting as of December 31, 2009, and have issued our report thereon dated February 26, 2010; such consolidated financial statements and report are included in your 2009 Annual Report to Stockholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedule of the Company listed in Item 15. This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin

February 26, 2010

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Bucyrus International, Inc.

Schedule II – Valuation and Qualifying Accounts and Reserves

For the Years Ended December 31, 2009, 2008 and 2007

	Balance at Beginning of Period	Charges (Credits) to Costs and Expenses		(Charges) Credits to Reserves (1)		Balance at End of Period
	(Dollars in thousands)
Allowances for possible losses on notes and accounts receivable:
Year ended December 31, 2009	$8,413	($1,021	)	($248	)	$7,144
Year ended December 31, 2008	$8,146	$1,243		($976	)	$8,413
Year ended December 31, 2007	$751	$1,879		$5,516		$8,146

(1) Includes effect of changes in foreign currency exchange rates and balances acquired in acquisitions.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BUCYRUS INTERNATIONAL, INC. (Registrant)
By	/s/ Timothy W. Sullivan	February 26, 2010
	Timothy W. Sullivan Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints T. W. Sullivan and C. R. Mackus, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature and Title	Date
/s/ Michelle L. Collins Michelle L. Collins, Director	February 26, 2010
/s/ Paul W. Jones Paul W. Jones, Director	February 26, 2010
/s/ Deepak T. Kapur Deepak T. Kapur, Director	February 26, 2010
/s/ Gene E. Little Gene E. Little, Director	February 26, 2010
/s/ Edward G. Nelson Edward G. Nelson, Director	February 26, 2010
/s/ Robert K. Ortberg Robert K. Ortberg, Director	February 26, 2010

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/s/ Robert L. Purdum Robert L. Purdum, Director	February 26, 2010
/s/ Theodore C. Rogers Theodore C. Rogers, Director and Chairman	February 26, 2010
/s/ Robert C. Scharp Robert C. Scharp, Director	February 26, 2010
/s/ Timothy W. Sullivan Timothy W. Sullivan, Director and Chief Executive Officer	February 26, 2010
/s/ Craig R. Mackus Craig R. Mackus, Chief Financial Officer and Secretary (Principal Financial Officer)	February 26, 2010
/s/ Mark J. Knapp	February 26, 2010
Mark J. Knapp, Corporate Controller (Principal Accounting Officer)

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BUCYRUS INTERNATIONAL, INC.

EXHIBIT INDEX

TO

2009 ANNUAL REPORT ON FORM 10-K

Exhibit No.	Description
2.1	Share Purchase Agreement by and among RAG Coal International Aktiengesellschaft, DBT Holdings GmbH and Bucyrus International, Inc., dated December 16, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed December 21, 2006).
2.2	Forward Purchase Agreement by and among HMS Hamburg Trust GmbH, Bucyrus Holdings GmbH and RAG Coal International Aktiengesellschaft, dated December 16, 2006 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed December 21, 2006).
2.3	Shareholders’ Agreement by and between Bucyrus Holdings GmbH and HMS Hamburg Trust GmbH, dated December 16, 2006 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed December 21, 2006).
2.4	Third Addendum, dated February 18, 2008, to Share Purchase Agreement, dated December 16, 2006 by and among RAG Coal International GmbH, DBT Holdings GmbH and Bucyrus International, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed February 21, 2008).
2.5	Asset and Stock Purchase Agreement, dated as of December 20, 2009, between Bucyrus International, Inc. and Terex Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed February 22, 2010).
2.6	Equity Agreement, dated as of January 15, 2010, between Bucyrus International, Inc. and Terex Corporation (incorporated by reference to Exhibit 2.1.1 to the Company’s Form 8-K filed February 22, 2010.
3.1	Restated Certificate of Incorporation, dated April 30, 2008 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed April 30, 2008).
3.2	Amended and Restated Bylaws, as amended through April 24, 2008 (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed April 30, 2008).
3.3	Certificate of Designations of the Board of Directors establishing the Series and fixing the Relative Rights and Preferences of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed August 6, 2007).
4.1	Amended and Restated Credit Agreement, dated as of May 25, 2007, by and among Bucyrus International, Inc. as Borrower, certain subsidiaries of Borrower, as foreign borrowers, the several lenders from time to time parties thereto, Lehman Brothers, Inc. as Sole Lead Arranger and Sole Bookrunner, JPMorgan Chase Bank, N.A. and LaSalle Bank National Association as syndication Agents, National City Bank and M&I Marshall & Ilsley Bank as documentation agents, and JPMorgan Chase Bank, N.A. or related entity as Administrative Agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August 6, 2007).
4.2	First Amendment dated August 7, 2007 to Amended and Restated Credit Agreement, dated as of May 25, 2007 (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q for the quarter ended September 30, 2007).

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4.3	Rights Agreement, dated as of August 2, 2007, between Bucyrus International, Inc. and LaSalle Bank National Association (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A dated as of August 6, 2007 (Commission File No. 0-50858)).
4.4	Second Amendment dated December 19, 2008 to Amended and Restated Credit Agreement, dated as of May 25, 2007 (incorporated by reference to Exhibit 4.4 to the Company’s Form 10-K for the year ended December 31, 2008)
4.5	Third Amendment to Amended and Restated Credit Agreement and Incremental Amendment dated as of February 17, 2010 among Bucyrus International, Inc., each foreign borrower, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, J.P. Morgan Europe Limited as German agent for the lenders, each swing line lender and each issuing lender (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed February 22, 2010).
4.6	Stockholder Agreement, dated as of February 19, 2010, between Bucyrus International, Inc. and Terex Corporation (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed February 22, 2010.
10.1*	Bucyrus International, Inc. Non-Employee Director Compensation (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-K for the year ended December 31, 2007).
10.2*	Bucyrus International, Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.8 to the Company’s Form 10-Q for the quarter ended June 30, 2008).
10.3*	Bucyrus International, Inc. Supplemental Executive Retirement Plan effective October 20, 2006 (incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K, filed October 24, 2006).
10.4*	Bucyrus International, Inc. Executive Deferred Compensation Plan, as amended and restated effective February 1, 2010.
10.5*	Bucyrus International, Inc. 1998 Management Stock Option Plan as adjusted to reflect the May 2008 stock split (incorporated herein by reference to Exhibit 10.7 to the Company’s Form 10-Q for the quarter ended June 30, 2008).
10.6*	Bucyrus International, Inc. Amended and Restated 2004 Equity Incentive Plan effective October 18, 2006 (incorporated by reference to Exhibit 10.8 to Company’s Form 8-K, filed October 24, 2006).
10.7*	Form of Performance Share Award Agreement under Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K, filed October 24, 2006).
10.8*	Form of Stock Appreciation Rights Agreement under Amended and Restated 2004 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 to the Company’s Form 8-K, filed October 24, 2006).
10.9*	Omnibus Incentive Plan 2007, as amended (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended June 30, 2008).
10.10*	Form of 2007 Stock Appreciation Rights Agreement under Amended and Restated Omnibus Incentive Plan 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed February 22, 2007).

54

10.11*	Form of 2007 Restricted Share Award Agreement under Amended and Restated Omnibus Incentive Plan 2007 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on February 22, 2007).
10.12*	Bucyrus International, Inc. Non-Employee Directors Stock Fee Guidelines under Omnibus Incentive Plan 2007 effective January 1, 2008 (incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K for the year ended December 31, 2007).
10.13*	Amended and Restated Letter Agreement between the Company and Timothy W. Sullivan dated July 27, 2004 (incorporated by reference to Exhibit 10.21 to the Company’s Form 10-Q for the quarter ended June 30, 2004).
10.14*	Amendment dated February 15, 2007 to Letter Agreement, dated July 27, 2004, by and between the Company and Timothy W. Sullivan (incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed on February 22, 2007).
10.15*	Amendment No. 2 dated December 31, 2007 to Letter Agreement, dated July 27, 2004, by and between the Company and Timothy W. Sullivan (incorporated by reference to Exhibit 10.15 to the Company’s Form 10-K for the year ended December 31, 2007).
10.16*	Key Executive Employment and Severance Agreement, effective August 11, 2008, by and between the Company and Timothy W. Sullivan (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2008).
10.17*	Employment Agreement between the Company and Craig R. Mackus, dated as of May 21, 1997 (incorporated by reference to Exhibit 10.17 to the Company’s Form 10-Q for the quarter ended June 30, 1997).
10.18*	Amendment dated February 15, 2007 to Employment Agreement, dated May 21, 1997, by and between the Company and Craig R. Mackus (incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed on February 22, 2007).
10.19*	Amendment No. 2 dated December 14, 2007 to Employment Agreement, dated May 21, 1997, by and between the Company and Craig R. Mackus (incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K for the year ended December 31, 2007).
10.20*	Key Executive Employment and Severance Agreement, effective August 11, 2008, by and between the Company and Craig R. Mackus (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2008).
10.21*	Employment offer letter, dated August 8, 2007, from the Company to William S. Tate (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 14, 2007).
10.22*	Noncompetition, Confidentiality and Intellectual Property Agreement of William S. Tate dated August 8, 2007 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on August 14, 2007).
10.23*	Amendment No. 1 dated December 31, 2007 to Letter Agreement dated August 8, 2007, by and between the Company and William S. Tate (incorporated by reference to Exhibit 10.23 to the Company’s Form 10-K for the year ended December 31, 2007).
10.25*	Noncompetition, Confidentiality and Intellectual Property Agreement of Luis de Leon dated August 8, 2007 (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on August 14, 2007).
10.26*	Key Executive Employment and Severance Agreement, effective August 11, 2008 by and between the Company and Luis de Leon (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended June 30, 2008).

55

10.27*	Severance Agreement between Kenneth W. Krueger and Bucyrus International, Inc. dated September 3, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 4, 2009).
10.28*	Key Executive Employment and Severance Agreement, effective August 11, 2008, by and between the Company and John F. Bosbous (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended June 30, 2008).
10.30	Agreement to Purchase and Sell Industrial Property between the Company and OLP JV Milwaukee LLC (as successor to InSite South Milwaukee, L.L.C.), dated October 25, 2001 (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-K for year ended December 31, 2001).
10.31	Industrial Lease Agreement between the Company and OLP JV Milwaukee LLC (as successor to InSite South Milwaukee, L.L.C.), dated January 4, 2002 (incorporated by reference to Exhibit 10.19 to Registrant’s Form 10-K for year ended December 31, 2001).
13	Portions of the 2009 Annual Report to Stockholders.
21	Subsidiaries of Registrant.
23	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
31.1	Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rules 13a-14(a)/15d-14(a).
31.2	Certification of Chief Financial Officer and Secretary pursuant to Section 302 of the Sarbanes-Oxley Act and Rules 13a-14(a)/15d-14(a).
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

* Management contract or compensatory plan or arrangement.

** Furnished as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Earnings for the years ended December 31, 2009, 2008 and 2007; (ii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2009, 2008 and 2007; (iii) the Consolidated Balance Sheets as of December 31, 2009 and 2008; (iv) the Consolidated Statements of Common Stockholders’ Investment as of December 31, 2009, 2008 and 2007; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007; and (vi) Notes to Consolidated Financial Statements.

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EX-10.4

Exhibit 10.4

BUCYRUS INTERNATIONAL, INC.

DEFERRED COMPENSATION PLAN

Effective January 1, 2007

Amended and Restated Effective February 1, 2010

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS AND CONSTRUCTION		2
Section 1.01.	Definitions	2
Section 1.02.	Construction and Applicable Law	4
ARTICLE II. PARTICIPATION		6
Section 2.01.	Eligibility	6
Section 2.02.	Initial Participation Date	6
ARTICLE III. EMPLOYEE DEFERRED COMPENSATION		7
Section 3.01.	Deferrals of Base Pay	7
Section 3.02.	Deferrals of Annual Bonus Awards	8
Section 3.03.	Matching Contribution Credits	8
Section 3.04.	Cancellation of Deferral Elections	9
ARTICLE IV. ACCOUNTING AND HYPOTHETICAL INVESTMENT ELECTIONS		10
Section 4.01.	Investment Options	10
Section 4.02.	Participant Investment Elections	10
Section 4.03.	Allocation of Deemed Investment Gain or Loss	11
Section 4.04.	Accounts are For Record Keeping Purposes Only	11
ARTICLE V. DISTRIBUTION OF ACCOUNTS		12
Section 5.01.	Distribution Election and Procedure	12
Section 5.02.	Hardship Withdrawals	14
ARTICLE VI. GENERAL PROVISIONS		15
Section 6.01.	Administration	15
Section 6.02.	Restrictions to Comply with Applicable Law	15
Section 6.03.	Claims Procedures	15
Section 6.04.	Participant Rights Unsecured	16
Section 6.05.	Distributions for Tax Withholding and Payment	17
Section 6.06.	Amendment or Termination of Plan	17
Section 6.07.	Administrative Expenses	19
Section 6.08.	Successors and Assigns	19
Section 6.09.	Right of Offset	19
Section 6.10.	Not a Contract of Employment	20
Section 6.11.	Miscellaneous Distribution Rules	20
Section 6.12.	Nontransferability	20
Section 6.13.	Limitation on Actions	20

BUCYRUS INTERNATIONAL, INC.

DEFERRED COMPENSATION PLAN

Bucyrus International, Inc. (the “Company”) has established the Bucyrus International, Inc. Deferred Compensation Plan (the “Plan”) with respect to amounts deferred by eligible participants after December 31, 2006. The Plan is intended to promote the best interests of the Company and its Affiliates by attracting and retaining key management employees possessing a strong interest in the successful operation of the Company and its Affiliates and encouraging their continued loyalty, service and counsel to the Company and its Affiliates. The terms and conditions of the Plan are set forth below.

The Plan was last amended and restated effective January 1, 2008, to incorporate the provisions required or permitted by the final regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended, as well as to clarify certain other provisions of the Plan.

The Plan is amended and restated effective February 1, 2010, to modify the rules governing the eligibility of employees.

ARTICLE I. DEFINITIONS AND CONSTRUCTION

Section 1.01. Definitions.

The following terms have the meanings indicated below unless the context in which the term is used clearly indicates otherwise:

(a) Account: The record keeping account or accounts maintained to record the interest of each Participant under the Plan. An Account is established for record keeping purposes only and not to reflect (or require) the physical segregation of assets on the Participant’s behalf. To the extent relevant with respect to any Participant, the Participant’s overall Account may consist of such subaccounts or balances as the Administrator may determine to be necessary or appropriate.

(b) Administrator: The Bucyrus International, Inc. Benefits Committee or such other committee as may be appointed by the Committee to administer the Plan. Administrator action under the Plan is subject to the rules and restrictions set forth in Section 6.01.

(c) Affiliate: A corporation, partnership, joint venture, trust, association or other trade or business that, with the Company, forms part of a controlled group of corporations, group of trades or businesses under common control, within the meaning of Code Section 414(b) or (c); provided that, for purposes of determining whether a Participant has incurred a Separation from Service, the phrase “at least 50 percent” shall be used in place of the phrase “at least 80 percent” each place it appears therein or in the regulations thereunder.

(d) Annual Bonus Award: Any cash incentive awarded to an Eligible Employee with respect to a calendar year, whether or not such award is actually paid to the Eligible Employee during such Plan Year, but not including any commission payments.

(e) Annual Bonus Deferral: See Section 1.01(m)(ii).

(f) Base Pay: An Eligible Employee’s taxable cash base compensation (reportable on Form W-2) for the Plan Year or scheduled pay period, prior to reduction for any contributions by the Eligible Employee to this Plan or amounts deferred by the Eligible Employee under Code Sections 125, 132(f) or 401(k), but exclusive of all forms of extra compensation such as bonuses, commissions, overtime, moving expenses, pay for unused vacations, excess insurance premiums, safety cash awards, meal allowances, reimbursed expenses, termination pay, moving pay, commuting expenses, severance pay, non-elective deferred compensation payments or accruals, stock options or restricted stock, or the value of any other employer-provided fringe benefits or coverage, all as determined in accordance with such uniform rules, regulations or standards as may be prescribed by the Administrator.

(g) Base Pay Deferral: See Section 1.01(m)(i).

(h) Beneficiary: The person or entity designated by a Participant to be the Participant’s beneficiary for purposes of this Plan. If no Beneficiary has been designated when Plan benefits become payable upon the death of a Participant, or if the Participant’s designated

2

Beneficiary(ies) does not survive the Participant, then the Participant’s spouse, or if the Participant is not married on the date of his or her death, the Participant’s estate, shall be the Beneficiary. Beneficiary designations shall be filed with the Administrator, in writing, in such form as the Administrator may prescribe for this purpose, and shall become effective only if received by the Administrator while the Participant is living.

(i) Board: The Board of Directors of the Company.

(j) Code: The Internal Revenue Code of 1986, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of the Code shall be deemed to include reference to any successor provision thereto.

(k) Committee: The Compensation Committee of the Board.

(l) Company: Bucyrus International, Inc. or any successor thereto.

(m) Deferral: An amount credited, in accordance with a Participant’s election, to the Participant’s Account under the Plan in lieu of the current payment of an equal amount of cash compensation to the Participant. Deferrals include the following:

(i) Base Pay Deferral: A deferral of a portion of an Eligible Employee’s Base Pay in accordance with Section 3.01.

(ii) Annual Bonus Deferral: A deferral of a portion of an Eligible Employee’s Annual Bonus Award in accordance with Section 3.02.

(n) Eligible Employee: A common law employee of a Participating Employer who satisfies the requirements of Section 2.01.

(o) ERISA: The Employee Retirement Income Security Act of 1974, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of ERISA shall be deemed to include reference to any successor provision thereto.

(p) Investment Options: The hypothetical investment options established by the Administrator from time to time (which may, but need not, be based upon one or more of the investment options available under the Salaried Savings Plan).

(q) Matching Contribution Credits: The amounts (if any) credited to a Participant’s Account in accordance with Section 3.03.

(r) Participant: An Eligible Employee (or former Eligible Employee) with an undistributed Account balance under the Plan.

(s) Participating Employer: The Company and each Affiliate that, with the consent of the Company, participates in the Plan for the benefit of one or more Participants.

3

(t) Plan Year: The 12-month period beginning on January 1 of each year and ending on December 31 of the same year.

(u) Salaried Savings Plan: The Bucyrus International, Inc. Salaried Employees’ Savings Plan, as amended and in effect from time to time, or any successor thereto.

(v) Separation from Service: The date on which a Participant terminates employment from the Company and its Affiliates. A Participant is deemed to have terminated employment as of the date after which the level of bona fide services that the Participant would perform (whether as an Employee or independent contractor) permanently decreases to 20% or less of the average level of bona fide services performed by the Participant (whether as an Employee or independent contractor) over the immediately preceding 36 month period (or such lesser period of actual services). Notwithstanding the foregoing, a Participant shall not incur a Separation from Service if the Participant is absent from active employment due to military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed the greater of (1) six (6) months, or if the leave of absence is due to the Participant’s medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of six (6) months or more, and such impairment causes the Participant to be unable to perform the duties of his position with the Company or an Affiliate or a substantially similar position of employment, then the leave period may be extended for up to a total of twenty-nine (29) months; or (2) the period during which the Participant’s right to reemployment by the Company or an Affiliate is provided either by statute or by contract. If the period of leave exceeds the applicable time period set forth above and the individual does not retain the right to reemployment under an applicable statute or by contract, the employment relationship is deemed terminated on the first date immediately following the end of the leave period set forth above. Notwithstanding the foregoing, if a Participant is also providing services as an independent contractor of the Company and its Affiliates while an employee, or if the Participant becomes an independent contractor to the Company or its Affiliates after ceasing employment, the Participant will incur a Separation from Service on the date prescribed by Code Section 409A. The Administrator shall make determinations regarding whether a Participant has incurred a Separation from Service in accordance with the regulations promulgated under Code Section 409A.

(w) Valuation Date: Any date on which a Participant’s Account is valued, which shall be each business day of a Plan Year unless determined otherwise by the Administrator or the Committee.

Section 1.02. Construction and Applicable Law.

(a) Wherever any words are used in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are use in the singular or the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. Titles of articles and sections are for general information only, and the Plan is not to be construed by reference to such items.

4

(b) This Plan is intended to be a plan of deferred compensation maintained for a select group of management or highly compensated employees as that term is used in ERISA, and shall be interpreted so as to comply with the applicable requirements thereof. In all other respects, the Plan is to be construed and its validity determined according to the laws of the State of Wisconsin (without reference to conflict of law principles thereof) to the extent such laws are not preempted by federal law, and any action for benefits under the Plan or to enforce the terms of the Plan shall be heard in the State of Wisconsin by the court with jurisdiction over the claim. In case any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, but the Plan shall, to the extent possible, be construed and enforced as if the illegal or invalid provision had never been inserted.

5

ARTICLE II. PARTICIPATION

Section 2.01. Eligibility.

An employee shall be an Eligible Employee only if (a) the employee is classified by a Participating Employer as a U.S. common-law employee and (b) is employed in a position with such global grade as is designated by the Chief Executive Officer and Senior Vice President of Human Resources of the Company from time to time as being eligible for the Plan; provided, however, that each employee who is an officer of the Company shall be automatically eligible to participate in the Plan. In addition, in the event of an acquisition by the Company of another entity (“Predecessor Employer”), whether by stock or asset purchase, merger, or otherwise, the Chief Executive Officer and Senior Vice President of Human Resources of the Company may allow, in their sole discretion, an employee of the Predecessor Employer who becomes employed by a Participating Employer, and who was participating in a deferred compensation program or plan sponsored by such Predecessor Employer immediately prior to the acquisition, to participate in the Plan with respect to (i) only such employee’s existing balance in the Predecessor Employer’s program or plan, which will be deemed transferred to this Plan, (ii) only for new contributions to the Plan, or (iii) a combination of (i) and (ii). Notwithstanding any of the foregoing, if an employee ceases to be an Eligible Employee, the deferral election then in effect shall continue to be honored, but the individual shall not be eligible to make a new deferral election after the date the employee ceases to be an Eligible Employee.

Section 2.02. Initial Participation Date.

An Eligible Employee shall become a Participant on the first day of the month coincident with or next following the date the individual first performs an hour of service as an Eligible Employee.

6

ARTICLE III. EMPLOYEE DEFERRED COMPENSATION

Section 3.01. Deferrals of Base Pay.

(a) Amount. A Participant may elect, in such form and manner as the Administrator may prescribe, to defer payment of a portion of the Base Pay that would otherwise be paid to the Participant. A Participant’s election shall specify either a fixed dollar amount or a percentage (in increments of 1% to a maximum of 50%, or such other percentage specified by the Administrator) of the Participant’s Base Pay that the Participant wishes to defer. The Administrator may unilaterally decrease a Participant’s elected Base Pay Deferral amount or percentage, but only if and to the extent that such adjusted amount or percentage is necessary in order to provide the Participant with non-deferred compensation that is sufficient to accommodate withholdings required under applicable law or other authorized withholdings and if such adjustment is consistent with the requirements of Code Section 409A. The minimum yearly Base Pay Deferral is $5,000 (or if the Participant has designated a percentage of Base Pay to be deferred, the percentage that, when applied to the Participant’s Base Pay at the time the Base Pay Deferral election is made, is expected to result in an yearly Annual Pay Deferral of at least $5,000).

(b) Timing of Initial Deferral Election. In the case of a Participant who becomes eligible to participate in the Plan for the first time (and who is not eligible under any other plan that, for purposes of Code Section 409A, is aggregated with this Plan) and who makes a Base Pay Deferral election within thirty (30) days of his or her initial participation date, the Participant’s validly executed Base Pay Deferral election shall become effective with respect to Base Pay attributable to services to be performed beginning with the payroll period subsequent to the date on which the Participant’s election is filed with the Administrator. If the Participant does not submit a Base Pay Deferral election during the initial 30-day election period described above, the Participant may thereafter elect to defer payment of Base Pay by submitting a validly executed Base Pay Deferral election to the Administrator. Such Base Pay Deferral election shall become effective and shall apply only to Base Pay attributable to services performed on or after January 1 of the calendar year following the calendar year during which the election is received and accepted by the Administrator, or as soon thereafter as practicable; provided that, for this purpose, the first paycheck in January shall be treated as if it were paid for services performed on and after January 1, even if such paycheck covers services performed in the prior December.

(c) Carry-Over of Base Pay Deferral Election from Year to Year. A Participant’s Base Pay Deferral election will not carry over from year to year. A Participant must make a new election in accordance with subsection (d) with respect to each calendar year.

(d) Change In Base Pay Deferral Election. A Participant may continue or change his or her Base Pay Deferral election only by filing notice of such change with the Administrator, in such form as the Administrator may prescribe, by December 31 (or by such earlier date as the Administrator shall require) of the calendar year preceding the calendar year in which the continuation of or change in the Participant’s Base Pay Deferral is to take effect. Except as provided in Section 3.04, a Participant’s Base Pay Deferral election, once effective with respect to a calendar year, may not be revoked or modified with respect to Base Pay attributable to services performed in that calendar year.

7

Section 3.02. Deferrals of Annual Bonus Awards.

(a) Amount. A Participant may irrevocably elect, in such form and manner as the Administrator may prescribe, to defer payment of a portion of the cash Annual Bonus Award that may be awarded and that would otherwise be paid to the Participant with respect to any calendar year. A Participant’s election shall specify either a fixed dollar amount or a percentage (in increments of 1% to a maximum of 100%, or such other amount or percentage as may be established by the Administrator, or as may be necessary in order to comply with applicable withholding obligations, whether attributable to withholdings required under applicable law or other authorized withholdings) of the Participant’s Annual Bonus Award that the Participant wishes to defer.

(b) Timing of Deferral Election – General Rule. In the case of any Annual Bonus Award that does not constitute performance-based compensation for purposes of Code Section 409A, a validly executed Deferral election shall be effective only if the Deferral election is received and accepted by the Administrator prior to the last day of the calendar year preceding the calendar year in which the Participant begins to perform the services on which the Annual Bonus Award is based.

(c) Timing of Deferral Election – Performance Award. In the case of any Annual Bonus Award that constitutes performance-based compensation for purposes of Code Section 409A, a validly executed Deferral election shall become effective with respect to the Annual Bonus Award that may be awarded to the Participant with respect to a calendar year if the Participant’s Deferral election is received and accepted by the Administrator at least six (6) months prior to the end of the (calendar year) performance period for the bonus, or by such earlier (but not later) date as the Administrator may establish; provided that the Participant has continuously performed services from the later of the beginning of the performance period or the date the performance criteria are established through the date of such election and, the election shall not apply to any portion of the Annual Bonus Award that is readily ascertainable as of the date of such election.

(d) Change in Deferral Election. Except as provided in Section 3.04, a Participant’s Annual Bonus Award election, once effective with respect to a calendar year, may not be revoked or modified with respect to such Annual Bonus Award. A Participant’s election to defer an Annual Bonus Award shall be effective only for the performance period to which the election relates, and shall not carry over from year to year.

Section 3.03. Matching Contribution Credits.

(a) Amount and Timing of Allocation. The Administrator will also credit to the Account of each Participant a Matching Contribution Credit (denominated in cash) on Base Pay Deferrals and/or Annual Bonus Deferrals made under this Plan during any Plan Year. The Matching Contribution Credit will be equal to fifty percent (50%) of the total amount deferred into the Plan for the Plan Year, provided that such Matching Contribution Credit shall not exceed

8

three percent (3%) of the Participant’s Base Pay and Annual Bonus that is in excess of the dollar limit on compensation imposed by Code Section 401(a)(17) for such Plan Year. The Matching Contribution Credit will be allocated as of the last day of the Plan Year, or on such other periodic basis as is determined by the Administrator.

(b) Vesting. A Participant will be vested in any Matching Contribution Credits, and any earnings attributed to them, to the same extent that the Participant would have been vested in such Matching Contributions Credits, and any earnings thereon, if such Matching Contribution Credits had been made to the Salaried Savings Plan. Service with DBT America Inc. and its affiliates shall count as vesting service under this Plan.

Section 3.04. Cancellation of Deferral Elections.

Notwithstanding the general rule that a Participant’s deferral election is irrevocable:

(a) In the event that a Participant receives a distribution on account of “hardship” under the Salaried Savings Plan or any other qualified plan maintained by the Company or an Affiliate that includes a qualified cash or deferred arrangement under Code Section 401(k) where such plan requires the Participant to cease non-qualified plan deferrals as a condition of receiving the distribution, then the Participant’s Base Pay Deferral election under this Plan, and any Annual Bonus Deferral election under this Plan that relates to a bonus to be paid within six (6) months following the date of such hardship distribution, shall be terminated (and not merely suspended).

(b) In the event that a Participant incurs a disability, the Participant may cancel his or her Base Pay Deferral election and/or Annual Bonus Deferral election under this Plan, provided such cancellation occurs no later that the end of the calendar year in which the Participant becomes disabled, or if later, by the 15^th day of the third month following the date the Participant becomes disabled. The Participant will be considered disabled if, as a result of any medically determinable physical or mental impairment, the Participant is unable to perform the duties or his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months. A Participant who requests that his or her deferrals cease as a result of a disability shall provide such medical and other information as is requested by the Administrator in order for the Administrator to make the disability determination.

Any Deferral election made after termination of a Deferral election will be considered an “initial deferral election” that is subject to the rules of Code Section 409A and the regulations promulgated thereunder with respect to “initial deferral elections.”

9

ARTICLE IV. ACCOUNTING AND HYPOTHETICAL INVESTMENT ELECTIONS

Section 4.01. Investment Options.

The Administrator may designate two or more Investment Options; provided that until such time as the Administrator has designated two or more Investment Options, a Participant’s undistributed Account will be credited with interest equivalent at a rate that, for any Plan Year, is the same as the interest crediting rate under the cash balance component of the Bucyrus International, Inc. Salaried Employees’ Retirement Plan . The Administrator’s designation of an Investment Option does not imply any obligation on the part of Participating Employers to set aside or otherwise invest funds in the designated Investment Option. An Investment Option serves merely as a device for determining the amount of deemed investment gain or loss to be credited or charged to a Participant’s Account. Further, the Administrator may at any time modify the roster of available Investment Options, including the elimination of any Investment Option that was previously available under the Plan.

Section 4.02. Participant Investment Elections.

(a) In accordance with uniform rules prescribed by the Administrator, which shall permit Participants to make investment directions at least annually, each Participant shall designate, in writing or in such other manner as the Administrator may prescribe, how his or her Account shall be deemed to be invested among the Investment Options. If the Participant fails to make a timely and complete investment designation, he or she shall be deemed to have elected that 100% of his or her Account (or if applicable, future Deferrals or credits) be credited to the default Investment Option specified by the Administrator.

(b) When selecting more than one Investment Option, the Participant shall designate, in whole multiples of 1% or such other percentage determined by the Administrator, the percentage of his or her Account (or the percentage of future Deferrals or credits) to be allocated to each Investment Option.

(c) A Participant’s investment election or deemed investment election shall become effective on the date established by the Administrator for this purpose, and shall remain in effect unless and until modified by a subsequent election that becomes effective in accordance with the rules of this subsection.

(d) Other than a reallocation of a Participant’s Account pursuant to a revised investment election submitted by the Participant, the deemed investment allocation of a Participant will not be adjusted to reflect differences in the relative investment return realized by the various hypothetical Investment Options that the Participant has designated, i.e., the Participant’s Account will not be periodically “rebalanced” to return the investment allocation of the Participant’s Account to the investment allocation in effect on the effective date of the Participant’s more recent investment election.

10

Section 4.03. Allocation of Deemed Investment Gain or Loss.

As of each Valuation Date, the Account of each Participant will be credited (or charged) based upon the investment gain (or loss) that the Participant would have realized with respect to his or her Account since the immediately preceding Valuation Date had the Account been invested in accordance with the terms of the Plan and the Participant’s actual or deemed investment election.

Section 4.04. Accounts are For Record Keeping Purposes Only.

Plan Accounts and the record keeping procedures described herein serve solely as a device for determining the amount of benefits accumulated by a Participant under the Plan, and shall not constitute or imply an obligation on the part of a Participating Employer to fund such benefits. In any event, a Participating Employer may, in its discretion, set aside assets and/or contribute to a trust assets equal to part or all of such account balances and invest such assets in life insurance or any other investment deemed appropriate. Any such assets held by a Participating Employer or in a trust shall be and remain the sole property of the Participating Employer or the trust, as applicable, and a Participant shall have no proprietary rights of any nature whatsoever with respect to such assets.

11

ARTICLE V. DISTRIBUTION OF ACCOUNTS

Section 5.01. Distribution Election and Procedure.

(a) Election. A Eligible Employee shall make a distribution election with respect to his or her vested Account at the same time the Eligible Employee makes his or her first deferral election, and such election shall be irrevocable as of the date the Eligible Employee’s first deferral election is irrevocable. The election shall be in such form as the Administrator shall prescribe. The distribution election shall specify whether payment of the Participant’s benefits are to begin upon the Participant’s Separation from Service, or such later age as is specified by the Participant, and shall specify that distribution of the Participant’s Account will be made in accordance with one of the following options:

(i) A single lump sum payment of the vested Account, valued as of the Valuation Date immediately preceding distribution; or

(ii) 5 annual installments of the vested Account, with the amount of each installment equal to the balance of the Participant’s Account as of the December 31 immediately preceding the distribution date divided by the number of installments remaining to be paid (and with the final distribution being equal to the balance in the Participant’s Account as of the Valuation Date immediately preceding the distribution date); or

(iii) 10 annual installments of the vested Account, with the amount of each installment equal to the balance of the Participant’s Account as of the December 31 immediately preceding the distribution date divided by the number of installments remaining to be paid (and with the final distribution being equal to the balance in the Participant’s Account as of the Valuation Date immediately preceding the distribution date).

In the absence of a distribution election, the Participant will be deemed to have elected to receive payment in the form of a single lump sum upon Separation from Service.

(b) Modified Distribution Election.

(i) Prior to January 1, 2008. Provided that distribution of a Participant’s Account has not been commenced and is not scheduled to commence during 2007, a Participant may change his or her distribution election until December 31, 2007.

12

(ii) After December 31, 2007. After December 31, 2007, a Participant may change his or her distribution election (regarding the time or form of payment or both) only in accordance with the following rules:

(A) the revised distribution election must be made at least twelve (12) months prior to the date on which the payment was scheduled to be paid (or begin to be paid, if installments were elected) and may not be given effect until the end of such twelve (12) month period; and

(B) the date of distribution must be delayed for at least five (5) years from the date on which the payment was scheduled to be paid (or begin to be paid, if installments were elected).

(c) Distribution Commencement Date. Distribution of the Participant’s vested Account will be made or commence in the later of (i) February of the calendar year following the calendar year in which the Participant’s Account becomes payable, or (ii) if the Account is payable as a result of the Participant’s Separation from Service, the seventh month following the month in which the Participant’s Separation from Service occurs (other than as a result of death); or in each case as soon thereafter as is administratively practicable, but not later than the end of the calendar year in which the payment is scheduled to occur. For any Participant whose vested Account is distributable in annual installments, each annual installment after the initial payment will be paid in February of each succeeding year, or as soon thereafter as is administratively practicable, but not later than the end of the calendar year.

(d) Form of Distribution, All payments shall be made in cash.

(e) Distribution of Small Benefits. Notwithstanding anything to the contrary herein, including any election made by a Participant as to the form or time of distribution, if the balance of a Participant’s Account, when added to the balance of any other account maintained on behalf of the Participant under a plan that is required to be aggregated with this Plan under Code Section 409A, is equal to or less than $10,000, as of the Valuation Date immediately preceding such Participant’s Separation from Service, the vested balance of such Participant’s Account shall be distributed in a lump sum upon the Participant’s Separation from Service (subject to the timing rules of Section 5.01(c))

(f) Acceleration of Payments. Notwithstanding any other provision of the Plan, if the Committee determines that all or any portion of a Participant’s Account is required to be included in the Participant’s income as a result of a failure to comply with the requirements of Code Section 409A and the regulations promulgated thereunder, the Company or applicable Affiliate shall immediately make distribution from the Plan to the Participant or Beneficiary, in one lump sum, of the amount (but not exceeding the amount) that is required to be included in income as a result of the failure to comply with the requirements of Code Section 409A.

(g) Distribution of Remaining Account Following Participant’s Death. In the event of the Participant’s death, the Participant’s remaining undistributed interest will be distributed to

13

the Participant’s Beneficiary in a single sum on the first day of the fourth month following the month of the Participant’s death (the “Scheduled Payment Date”), or as soon thereafter as is administratively practicable, but not later than the end of the calendar year in which the Scheduled Payment Date occurs, or if later, by the 15^th day of the third month following the Schedule Payment Date. In no event shall the Beneficiary be permitted to designate the taxable year in which such payment will be made.

Section 5.02. Hardship Withdrawals.

A Participant who has incurred an “unforeseeable emergency” may request, and the Committee may (but need not) approve a distribution of part or all of the Participant’s vested Account balance, in accordance with and subject to the limitations set forth in this Section. An “unforeseeable emergency” means a severe financial hardship to the Participant resulting from any of the following: an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Code Section 152 without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, as determined by the Administrator in accordance with Code Section 409A. The amount authorized by the Committee for distribution with respect to an emergency may not exceed the amounts reasonably necessary to satisfy the emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets, to the extent that liquidation of such assets would not itself cause severe financial hardship, or by cessation of deferrals under the Plan.

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ARTICLE VI. GENERAL PROVISIONS

Section 6.01. Administration.

The Committee or, subject to such rules as the Committee may prescribe, the Administrator shall administer and interpret the Plan and supervise preparation of Participant elections, forms, and any amendments thereto. The Committee or, subject to such rules as the Committee may prescribe, the Administrator may, in their discretion, delegate any or all of their authority and responsibility, and to the extent of any such delegation, any references herein to the Committee and/or the Administrator shall be deemed references to such delegee; provided that any such delegee shall not act in any non-ministerial fashion in a matter affecting the delegee’s own participation or interest in the Plan. Interpretation of the Plan shall be within the sole discretion of the Committee or, subject to such rules as the Committee may prescribe, the Administrator, and any interpretations, actions, decisions or findings of the Committee or Administrator shall be final and binding upon each Participant and Beneficiary. The Committee or, subject to such rules as the Committee may prescribe, the Administrator may adopt and modify rules and regulations relating to the Plan as they deems necessary or advisable for the administration of the Plan. Notwithstanding anything to the contrary, the Administrator shall not act in any non-ministerial fashion in any matter that affects one or more of the members of the committee that is the Administrator (unless such action affects all Participants uniformly) and any such action will be taken or decision made by the Committee

Section 6.02. Restrictions to Comply with Applicable Law.

Notwithstanding any other provision of the Plan, the Participating Employers shall have no obligation to make any payment if such payment would violate Federal securities laws or any other applicable law; provided that payment shall be made at the earliest date on which the Company reasonably anticipates that the making of the payment will not cause such violation. The Committee or the Administrator shall have the right to restrict any transaction, or impose other rules and requirements, consistent with Code Section 409A, to the extent it deems necessary or desirable in order to comply with any law or exemption.

Section 6.03. Claims Procedures.

(a) If a Participant or Beneficiary (the “claimant”) believes that he or she is entitled to a payment under the Plan that is not provided, the claimant or his or her legal representative shall file a written claim for such payment with the Administrator; provided that if the claimant is a member of the committee that comprises the Administrator, the claim shall be submitted directly to the Committee and all references in this subsection (a) to the Administrator shall instead refer to the Committee. Such claim shall be filed no later than 90 days following the latest date on which the payment should have been made. The Administrator shall review the claim within 60 days following the date of receipt of the claim. If the claimant’s claim is denied in whole or part, the Administrator shall provide written notice to the claimant of such denial. The written notice shall include the specific reason(s) for the denial; reference to specific Plan provisions upon which the denial is based; a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is

15

necessary; and a description of the Plan’s review procedures (as set forth in subsection (b)) and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse determination upon review.

(b) The claimant has the right to appeal the Administrator’s decision by filing a written appeal to the Committee within 60 days after claimant’s receipt of the decision or deemed denial, but in order to avoid penalties under Code Section 409A, no later than 180 days after the latest date the payment at issue should have been made. The claimant will have the opportunity, upon request and free of charge, to have reasonable access to and copies of all documents, records and other information relevant to the claimant’s appeal. The claimant may submit written comments, documents, records and other information relating to his or her claim with the appeal. The Committee will review all comments, documents, records and other information submitted by the claimant relating to the claim, regardless of whether such information was submitted or considered in the initial claim determination. The Committee shall make a determination on the appeal within 60 days after receiving the claimant’s written appeal; provided that the Administrator may determine that an additional 60-day extension is necessary due to circumstances beyond the Committee’s control, in which event the Committee shall notify the claimant prior to the end of the initial period that an extension is needed, the reason therefor and the date by which the Committee expects to render a decision. If the claimant’s appeal is denied in whole or part, the Committee shall provide written notice to the claimant of such denial. The written notice shall include the specific reason(s) for the denial; reference to specific Plan provisions upon which the denial is based; a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the claimant’s claim; and a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA.

(c) If the Administrator fails to render a decision on a claimant’s initial claim for benefits under the Plan or the Committee fails to render a decision on the claimant’s subsequent appeal of the Administrator’s decision, such claim or appeal will be deemed to be denied.

Section 6.04. Participant Rights Unsecured.

(a) Unsecured Claim. The right of a Participant or the Participant’s Beneficiary to receive a distribution hereunder shall be an unsecured claim, and neither the Participant nor any Beneficiary shall have any rights in or against any amount credited to his or her Account by a Participating Employer or to any other specific assets of a Participating Employer. The right of a Participant or Beneficiary to the payment of benefits under this Plan shall not be assigned, encumbered, or transferred, except by will or the laws of descent and distribution. The rights of a Participant hereunder are exercisable during the Participant’s lifetime only by the Participant or his or her guardian or legal representative.

(b) Contractual Obligation. Each Participating Employer shall be responsible for the payment of benefits attributable to Participants in its employ. A Participating Employer may authorize the creation of a trust or other arrangements to assist it in meeting the obligations created under the Plan. However, any liability to any person with respect to the Plan shall be based solely upon any contractual obligations that may be created pursuant to the Plan. No

16

obligation of a Participating Employer shall be deemed to be secured by any pledge of, or other encumbrance on, any property of a Participating Employer. Nothing contained in this Plan and no action taken pursuant to its terms shall create or be construed to create a trust of any kind, or a fiduciary relationship between a Participating Employer and any Participant or Beneficiary, or any other person.

Section 6.05. Distributions for Tax Withholding and Payment.

(a) Notwithstanding the time or schedule of payments otherwise applicable to the Participant, the Administrator may direct that distribution from a Participant’s vested Account be made (i) to pay the Federal Insurance Contributions Act (“FICA”) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) with respect to compensation deferred under the Plan, (ii) to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of FICA taxes, and (iii) to pay the additional income tax at source on wages attributable to the “pyramiding” of Code Section 3401 wages and taxes; provided that the total amount distributed under this provision must not exceed the aggregate of the FICA tax and the income tax withholding related to such FICA tax. In addition or in the alternative, the Administrator may direct that all FICA taxes owed in connection with any allocation hereunder be withheld from other compensation owed to the Participant.

(b) The amount actually distributed to the Participant will be reduced by applicable tax withholding except to the extent such withholding requirements previously were satisfied in accordance with subsection (a) above.

Section 6.06. Amendment or Termination of Plan.

(a) The Committee may at any time amend the Plan, including but not limited to modifying the terms and conditions applicable to (or otherwise eliminating) Deferrals, Matching Contribution Credits or other credits to be made on or after the amendment date; provided, however, that no amendment or termination may reduce or eliminate any Account balance accrued to the date of such amendment or termination (except as such Account balance may be reduced as a result of investment losses allocable to such Account) and no amendment or termination may result in the cancellation of a deferral election except as set forth below.

(b) There shall be no time limit on the duration of the Plan. The Board may terminate the Plan at any time. In connection with the irrevocable termination of the Plan, amounts deferred under the Plan may be distributed in a lump sum, without regard to any distribution election in effect for a Participant or Beneficiary, if:

(i) The lump sum distributions are paid at the time selected by the Board, which must be at least 12, but not more than 24, months after the Board takes all action to irrevocably terminate the Plan and (A) the termination of the Plan does not occur proximate to a downturn in the financial health of the Company and its Affiliates; (B) all plans or arrangements maintained by the Company and

17

its Affiliates that would be required to be aggregated with this Plan under Code Section 409A are terminated and all benefits accrued thereunder paid in a lump sum; (C) no payments other than those payable under the pre-existing terms of the Plan are made within 12 months of the date on which the Plan is terminated; and (D) the Company and its Affiliates do not, for three years following the date of termination, maintain an arrangement that would be required to be aggregated with this Plan under Code Section 409A.

(ii) The Plan is terminated within the 30 day period preceding a “change in control event” (in its entirety or only with respect to those Participants who experienced the change in control event) and (A) lump sum distributions are made to all Participants (or the Beneficiary of deceased Participants) who experience the change in control event; and (B) all other arrangements maintained by the Company and its Affiliates that are required to be aggregated with this Plan under Code Section 409A immediately following the change in control event are terminated and liquidated with respect to the Participants (or Beneficiaries of deceased Participants) who experienced the change in control event. For purposes of this Paragraph (ii), the term “change in control event” has the meaning specified by the Secretary of the Treasury for purposes of Code Section 409A. Payment shall be made no later than ten (10) business days following the occurrence of the change in control event. If payment is delayed beyond such payment deadline for any reason, the balance to be paid out shall become fixed and shall equal the balance of the Participant’s Account as of the date of the change in control event, except that such amount shall be increased in an amount equivalent to interest on such fixed amount, to the date of actual payment, at a rate equal to two times the applicable federal rate, as determined under Code Section 1274 as of the date of payment.

(iii) The Plan is terminated within 12 months of a corporate dissolution that is taxed under Code Section 331 or upon approval of a bankruptcy court pursuant to Section 503(b)(1)(A) of Title 11 of the United States Code, and the lump sum payments are made at the time specified by the Board or approved by the bankruptcy court and must be included in the gross income of Participants and Beneficiaries by the latest of (i) the calendar year in

18

which the Plan termination occurs, (ii) the first calendar year in which the amounts are no longer subject to a substantial risk of forfeiture, or (iii) the first calendar year in which the payment is administratively practicable.

(iv) Except as provided in Paragraphs (i), (ii) and (iii) above or as otherwise permitted in regulations promulgated by the Secretary of the Treasury under Code Section 409A, any action that purports to terminate the Plan shall instead be construed as an amendment to discontinue further benefit accruals, other than for deferral elections in effect at the time of the Plan’s termination, but the Plan will continue to operate, in accordance with its terms as from time to time amended and in accordance with applicable Participant elections, with respect to the Participant’s benefit accrued through the date of termination, and in no event shall any such action purporting to terminate the Plan form the basis for accelerating distributions to Participants and Beneficiaries or cancelling deferral elections then in effect.

(v) If amounts will be distributed upon the Plan’s termination, each Participant who is employed by the Company or an Affiliate immediately prior to the date of such Plan termination will become fully vested in his or her Account.

Section 6.07. Administrative Expenses.

Costs of establishing and administering the Plan will be paid by the Participating Employers.

Section 6.08. Successors and Assigns.

This Plan shall be binding upon and inure to the benefit of the Participating Employers, their successors and assigns and the Participants and their heirs, executors, administrators, and legal representatives.

Section 6.09. Right of Offset.

The Participating Employers shall have the right to offset from the benefits payable hereunder any amount that the Participant owes to the Company or an Affiliate or other entity in which the Company or an Affiliate maintains an ownership interest. The Company may effectuate the offset without the consent of the Participant (or, in the event of the Participant’s death, without the consent of the Participant’s spouse or Beneficiary).

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Section 6.10. Not a Contract of Employment.

This Plan may not be construed as giving any person the right to be retained as an employee of the Company or any Affiliate.

Section 6.11. Miscellaneous Distribution Rules.

The provisions of this paragraph will supersede any inconsistent distribution provisions of the Plan. If and to the extent that the Company reasonably anticipates that the making of a payment will violate Federal securities laws or other applicable law, the payment shall be deferred until the earliest date at which the Company reasonably anticipates that the making of the payment will not cause such violation. For this purpose, the making of a payment is not treated as a violation of applicable law because the payment would cause the inclusion of amounts in gross income of the recipient or result in a penalty or any provision of the Code being or becoming applicable.

Section 6.12. Nontransferability.

Prior to payment thereof, no benefit under the Plan shall be assignable or subject to any manner of alienation, sale, transfer, claims of creditors, pledge, attachment or encumbrance of any kind.

Section 6.13. Limitation on Actions.

Any action or other legal proceeding with respect to the Plan may be brought only after the claims and appeals procedures of Section 6.03 are exhausted and only within the period ending on the earlier of (i) one year after the date the claimant receives notice or deemed notice of a denial upon appear under Section 6.03(b), or (ii) the expiration of the statute of limitations period under applicable federal law.

BUCYRUS INTERNATIONAL, INC.

By:

Title:

Date:

20

APPENDIX A

409A TRANSITION RULES

Participants were permitted to elect a deferral with respect to their 2006 bonus, payable in early 2007, by filing a deferral election no later than December 31, 2006.

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APPENDIX B

DBT AMERICA PLANS

Effective as of December 31, 2007, the following nonqualified deferred compensation arrangements were terminated:

• The DBT America Inc. Executive Deferred Compensation Plan;

• The Deferred Compensation Agreement between DBT America Inc. and William S. Tate, dated March 10, 2005; and

• The Deferred Compensation Agreement between DBT America Inc. and Luis DeLeon as amended and restated effective January 1, 2005 (collectively, the “DBT Plans”).

On December 31, 2007, the accounts maintained under the DBT Plans shall be valued and transferred to this Plan, and shall be subject to all terms and conditions of this Plan thereafter. Any deferral election in effect under the DBT America, Inc. Executive Deferred Compensation Plan with respect to 2007 bonus amounts that will be paid in 2008 shall be honored (including for an employee of DBT America, Inc. who is not otherwise eligible to participate in this Plan in 2008) and such deferred amounts shall be credited to the individual’s account under this Plan.

On December 31, 2007, the Account of William S. Tate will be credited with an additional employer contribution of $12,500 if the aggregate elective deferrals made by Mr. Tate under his DBT Deferred Compensation Agreement and under this Plan during 2007 equal or exceed $50,000.

Prior to December 31, 2007, a Participant who is employed by the Company or an Affiliate and who has an account balance under the DBT Plans that is transferred to this Plan shall be given an opportunity to file a distribution election under this Plan, which distribution election shall become effective on January 1, 2008.

If a Participant in the DBT Plans terminates employment prior to January 1, 2008, the Participant’s DBT Plan account shall be paid in accordance with the distribution election filed (or default form of distribution specified) under the applicable DBT Plan, which form of payment shall be incorporated into this Plan by reference.

22

EX-13

Exhibit 13

Bucyrus International, Inc.^®

Financial Statements

Bucyrus International, Inc.

Consolidated Statements of Earnings

	Year Ended December 31,
	2009		2008		2007
	(Dollars in thousands, except per share amounts)
Sales	$	2,651,769	$	2,505,838	$	1,613,391
Cost of products sold		1,846,170		1,823,335		1,205,066
Gross profit		805,599		682,503		408,325
Selling, general and administrative expenses		269,539		243,932		185,639
Research and development expenses		41,908		36,550		20,358
Amortization of intangible assets		18,899		19,390		29,181
Operating earnings		475,253		382,631		173,147
Interest income		(5,117)		(6,206)		—
Interest expense		27,017		34,768		24,195
Other expense		6,085		3,071		2,394
Earnings before income taxes		447,268		350,998		146,558
Income tax expense		134,565		117,683		10,424
Net earnings	$	312,703	$	233,315	$	136,134
Net earnings per share data
Basic:
Net earnings per share	$	4.20	$	3.14	$	1.94
Weighted average shares		74,456,969		74,350,939		70,014,440
Diluted:
Net earnings per share	$	4.12	$	3.10	$	1.93
Weighted average shares		75,880,863		75,205,020		70,715,340

See notes to consolidated financial statements.

2

Bucyrus International, Inc.

Consolidated Statements of Comprehensive Income

	Year Ended December 31,
	2009		2008		2007
	(Dollars in thousands)
Net earnings	$	312,703	$	233,315	$	136,134
Other comprehensive income (loss):
Currency translation adjustments		62,410		(43,351)		16,811
Change in pension and postretirement unrecognized costs, net of income tax expense (benefit) of $5,472, ($15,759) and $5,811, respectively		8,281		(27,846)		12,034
Derivative fair value changes, net of income tax expense (benefit) of $13,542, ($13,305) and ($5,073), respectively		24,064		(23,186)		(7,518)
Other comprehensive income (loss)		94,755		(94,383)		21,327
Comprehensive income	$	407,458	$	138,932	$	157,461

See notes to consolidated financial statements.

3

Bucyrus International, Inc.

Consolidated Balance Sheets

	December 31,
	2009		2008
	(Dollars in thousands, except per share amounts)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	101,084	$	102,396
Receivables – net		741,815		636,486
Inventories		627,289		616,710
Deferred income taxes		45,024		53,133
Prepaid expenses and other		40,861		26,045
Total Current Assets		1,556,073		1,434,770
OTHER ASSETS:
Goodwill		351,333		330,211
Intangible assets – net		220,780		230,451
Other assets		61,505		68,823
Total Other Assets		633,618		629,485
PROPERTY, PLANT AND EQUIPMENT:
Land		38,879		36,795
Buildings and improvements		281,841		251,057
Machinery and equipment		351,540		321,795
Less accumulated depreciation		(157,839)		(121,251)
Total Property, Plant and Equipment – net		514,421		488,396
TOTAL ASSETS	$	2,704,112	$	2,552,651

4

Bucyrus International, Inc.

Consolidated Balance Sheets (continued)

	December 31,
	2009		2008
	(Dollars in thousands, except per share amounts)
LIABILITIES AND COMMON STOCKHOLDERS’ INVESTMENT
CURRENT LIABILITIES:
Accounts payable	$	155,857	$	229,173
Accrued expenses		172,865		209,453
Liabilities to customers on uncompleted contracts and warranties		183,097		252,304
Income taxes		45,811		70,091
Current maturities of long-term debt and short-term obligations		7,566		69,291
Total Current Liabilities		565,196		830,312
LONG-TERM LIABILITIES:
Deferred income taxes		82,260		52,895
Pension and other		198,000		218,181
Total Long-Term Liabilities		280,260		271,076
LONG-TERM DEBT, less current maturities		499,666		501,755
COMMITMENTS AND CONTINGENCIES – Note N
COMMON STOCKHOLDERS’ INVESTMENT:
Common stock – par value $.01 per share, authorized 200,000,000 shares, issued 75,234,366 and 75,044,674 shares in 2009 and 2008, respectively		753		751
Additional paid-in capital		687,756		678,226
Treasury stock – 217,200 shares		(851)		(851)
Accumulated earnings		673,535		368,340
Accumulated other comprehensive loss		(2,203)		(96,958)
Total Common Stockholders’ Investment		1,358,990		949,508
TOTAL LIABILITIES AND COMMON STOCKHOLDERS’ INVESTMENT	$	2,704,112	$	2,552,651

See notes to consolidated financial statements.

5

Bucyrus International, Inc.

Consolidated Statements of Common Stockholders’ Investment

	Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Earnings		Accumulated Other Comprehensive Loss
	(Dollars in thousands)
Balance at January 1, 2007	$	317	$	306,981	$	(851)	$	13,451	$	(23,902)
Issuance of common stock (10,662,360 shares)		53		335,919		—		—		—
Issuance of common stock to purchase DBT (942,952 shares)		5		21,777		—		—		—
Income tax benefit from exercised stock options and SARs and vesting of restricted stock		—		265		—		—		—
Stock-based compensation expense		—		6,171		—		—		—
Board of directors’ fees paid with Company stock		—		228		—		—		—
Net earnings		—		—		—		136,134		—
Dividends declared		—		—		—		(6,920)		—
Adoption of FIN 48		—		—		—		(105)		—
Currency translation adjustments		—		—		—		—		16,811
Change in pension and postretirement unrecognized costs, net of income taxes of $5,811		—		—		—		—		12,034
Change in fair value of derivative instruments, net of income tax benefit of $5,073		—		—		—		—		(7,518)
Balance at December 31, 2007		375		671,341		(851)		142,560		(2,575)
Issuance of common stock under employee plans, net of stock redeemed for taxes (75,951 shares)		—		(1,298)		—		—		—
Two-for-one stock split		376		(376)		—		—		—
Income tax benefit from exercised SARs and vesting of restricted stock		—		1,322		—		—		—
Stock-based compensation expense		—		7,056		—		—		—
Board of directors’ fees paid with Company stock		—		181		—		—		—
Net earnings		—		—		—		233,315		—
Dividends declared		—		—		—		(7,535)		—
Currency translation adjustments		—		—		—		—		(43,351)
Change in pension and postretirement unrecognized costs, net of income tax benefit of $15,759		—		—		—		—		(27,846)
Change in fair value of derivative instruments, net of income tax benefit of $13,305		—		—		—		—		(23,186)
Balance at December 31, 2008		751		678,226		(851)		368,340		(96,958)
Issuance of common stock under employee plans, net of stock redeemed for taxes (194,028 shares)		2		(4,915)		—		—		—
Income tax benefit from exercised SARs and vesting of restricted stock		—		2,331		—		—		—
Stock-based compensation expense		—		11,889		—		—		—
Board of directors’ fees paid with Company stock		—		225		—		—		—
Net earnings		—		—		—		312,703		—
Dividends declared		—		—		—		(7,508)		—
Currency translation adjustments		—		—		—		—		62,410
Change in pension and postretirement unrecognized costs, net of income tax expense of $5,472		—		—		—		—		8,281
Change in fair value of derivative instruments, net of income tax expense of $13,542		—		—		—		—		24,064
Balance at December 31, 2009	$	753	$	687,756	$	(851)	$	673,535	$	(2,203)

See notes to consolidated financial statements

6

Bucyrus International, Inc.

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2009		2008		2007
	(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	312,703	$	233,315	$	136,134
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		41,544		36,860		25,438
Amortization		22,283		22,461		31,575
Stock-based compensation expense		11,889		7,056		6,171
Stock issued in payment of director’s fees		225		181		228
Deferred income taxes		34,543		(3,069)		(65,548)
Loss on disposal of property, plant and equipment		3,704		159		532
Changes in assets and liabilities, excluding effects of acquisitions:
Receivables		(77,249)		(235,736)		(19,519)
Inventories		25,918		(147,629)		(35,696)
Other current assets		(2,524)		14,119		(26,948)
Other assets		(6,321)		(662)		(42,267)
Current liabilities other than income taxes and current maturities of long-term debt and short-term obligations		(195,058)		207,447		(62,210)
Income taxes		(18,864)		14,246		50,157
Long-term liabilities other than deferred income taxes		(14,244)		6,107		95,542
Net cash provided by operating activities		138,549		154,855		93,589
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(59,268)		(112,013)		(96,268)
Proceeds from disposal of property, plant and equipment		1,475		5,581		1,923
Purchases of investments		(11,903)		(5,978)		—
Proceeds from sale of investments		11,606		6,486		—
Acquisitions, including acquisition of DBT GmbH		(12,795)		(24,058)		(707,610)
DBT GmbH acquisition closing adjustments for liabilities assumed		—		—		26,549
Other		(3,578)		1,745		(58)
Net cash used in investing activities		(74,463)		(128,237)		(775,464)

7

Bucyrus International, Inc.

Consolidated Statements of Cash Flows (continued)

	Year Ended December 31,
	2009		2008		2007
	(Dollars in thousands)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments of) borrowings from revolving credit facilities	$	(55,157)	$	40,027	$	(63,996)
Proceeds from term loan facility		—		—		825,000
Repayment of term loan facility		(5,056)		(5,981)		(326,267)
Proceeds from long-term debt and other bank borrowings		1,171		9,445		3,481
Repayments of long-term debt and other bank borrowings		(9,378)		(3,443)		(24,657)
Payment of financing expenses		(6,000)		(528)		(15,678)
Net proceeds from issuance of common stock		—		—		336,289
Payments under capital lease agreements		(612)		(3,188)		—
Tax benefit related to share-based payment awards		2,332		1,322		265
Dividends paid		(7,445)		(7,435)		(6,868)
Other		(173)		—		34
Net cash (used in) provided by financing activities		(80,318)		30,219		727,603
Effect of exchange rate changes on cash		14,920		(15,553)		5,809
Net (decrease) increase in cash and cash equivalents		(1,312)		41,284		51,537
Cash and cash equivalents at beginning of year		102,396		61,112		9,575
Cash and cash equivalents at end of year	$	101,084	$	102,396	$	61,112
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	27,172	$	28,304	$	23,818
Income taxes - net of refunds	$	127,261	$	90,582	$	39,305
Gross borrowings from revolving credit facilities	$	701,676	$	334,390	$	289,925
Gross repayments of revolving credit facilities	$	756,833	$	294,363	$	353,584
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITY:
Capital expenditures included in accounts payable	$	2,730	$	7,416	$	621

8

Bucyrus International, Inc.

Consolidated Statements of Cash Flows (continued)

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Liabilities assumed for acquisitions were as follows:

	Year Ended December 31,
	2009		2008		2007
	(Dollars in thousands)
Fair value of assets acquired	$	14,117	$	45,870	$	1,303,989
Cash paid		(14,132)		(22,782)		(694,822)
Fair value of Company common stock issued		—		—		(21,782)
Acquisition expenses paid or accrued		—		(640)		(14,601)
Liabilities assumed	$	(15)	$	22,448	$	572,784

See notes to consolidated financial statements.

9

Bucyrus International, Inc.

Notes to Consolidated Financial Statements

NOTE A – SUMMARY OF ACCOUNTING POLICIES

Nature of Operations

Bucyrus International, Inc. (the “Company”) is a Delaware corporation and a leading designer, manufacturer and marketer of high productivity mining equipment. The Company operates in two business segments: surface mining and underground mining. Major markets for the surface mining industry are copper, coal, oil sands and iron ore. The major market for the underground mining industry is coal. Most of the Company’s surface mining customers are large multinational corporations with operations in the various major surface mining markets throughout the world. Most of the Company’s underground mining customers are multinational coal mining corporations but tend to be smaller in size than its surface mining customers. The Company has more customers overall in its underground mining segment than in its surface mining segment. In addition to the manufacture of original equipment, an important part of the Company’s business consists of aftermarket sales, such as supplying parts, maintenance and repair services and technical advice, as well as refurbishing and relocating older, installed original equipment. The Company has manufacturing facilities in Australia, China, the Czech Republic, Germany and the United States and service and sales centers in Australia, Brazil, Canada, Chile, China, England, Germany, India, Mexico, Peru, Russia, South Africa and the United States.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of all subsidiaries. All significant intercompany transactions, profits and accounts have been eliminated.

Cash Equivalents

All highly liquid investments with maturities of three months or less when purchased are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Inventories

Inventories are stated at lower of cost (first-in, first-out method) or net realizable value. The cost of finished goods and work in progress includes the cost of raw materials, other direct costs and production overheads. Net realizable value is the estimate of the selling price in the ordinary course of business less the cost of completion and selling. Provision is made

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to reduce the cost to net realizable value for obsolete and slow-moving inventories. Advances from customers are netted against inventories to the extent of related accumulated costs. Advances in excess of related costs and earnings on uncompleted contracts are classified as a liability to customers. Advances netted against inventory costs were $2.8 million and $0.1 million at December 31, 2009 and 2008, respectively.

Goodwill and Intangible Assets

Goodwill and intangible assets with indefinite lives are not amortized and are reviewed annually for impairment or more frequently if impairment indicators arise. Intangible assets consist primarily of technology, customer relationships, engineering drawings, trademarks, trade names and backlog (see Note E).

Property, Plant and Equipment

Depreciation is provided over the estimated useful lives of respective assets using the straight-line method for financial reporting and accelerated methods for income tax purposes. Estimated useful lives used for financial reporting purposes range from 10 to 40 years for buildings and improvements and three to 17 years for machinery and equipment.

Impairment of Long-Lived Assets

The Company continually evaluates whether events and circumstances have occurred that indicate the remaining estimated useful lives of property, plant and equipment and intangible assets with finite lives may warrant revision or that the remaining balance of each may not be recoverable.

Financial Instruments

Based on Company estimates, the carrying amounts of cash equivalents, receivables, accounts payable and accrued liabilities approximated fair value at December 31, 2009 and 2008. The fair value of the Company’s term loan was $469.7 million and $413.1 million at December 31, 2009 and December 31, 2008, respectively.

Foreign Currency Translation

The assets and liabilities of the Company’s foreign subsidiaries are translated into United States dollars using year-end exchange rates. Sales and expenses are translated at average rates during the year. Adjustments resulting from this translation are deferred and reflected as a separate component of Common Stockholders’ Investment. Gains and losses from foreign currency transactions are included in selling, general and administrative expenses in the Consolidated Statements of Earnings. Transaction losses totaled $7.7 million, $3.5 million and $2.5 million for the years ended December 31, 2009, 2008 and 2007, respectively. Transaction gains and losses on intercompany advances to foreign subsidiaries for which settlement is not planned or anticipated in the foreseeable future are deferred and reflected as a component of Common Stockholders’ Investment.

11

Derivative Financial Instruments

On January 1, 2009, the Company adopted new accounting guidance regarding disclosures about derivative instruments and hedging activities. This guidance requires enhanced disclosures regarding an entity’s derivatives and hedging activities, including how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how the derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows.

The Company enters into contracts for certain derivative financial instruments to mitigate foreign exchange rate risk of specific foreign currency denominated transactions and to manage and preserve the economic value of cash flows in non-functional currencies. The Company also enters into contracts for certain derivative financial instruments to mitigate interest rate risk. The Company has designated substantially all of these contracts as either cash flow hedges or fair value hedges. The Company does not use derivative financial instruments for trading or other speculative purposes.

The contractual amounts of the Company’s outstanding foreign currency forward contracts, by currency, were as follows:

	December 31,
	2009				2008
	Buy		Sell		Buy		Sell
	(Dollars in thousands)
United States dollar	$	11,000	$	55,763	$	25,475	$	—
Australian dollar		29,485		18,548		26,439		15,415
Brazilian real		—		3,912		—		3,644
British pounds sterling		14,025		2,106		13,734		440
Canadian dollars		—		8,492		—		—
Chilean peso		37,798		1,250		15,561		2,738
Czech koruna		264		—		4,267		—
Euro		213,299		5,639		446,512		3,753
Peruvian sol		—		1,525		—		—
Mexican peso		—		—		—		858
Polish zloty		—		1,894		364		—
Russian ruble		675		3,595		—		—
South African rand		—		1,584		168		3,860
	$	306,546	$	104,308	$	532,520	$	30,708

Based upon December 31, 2009 foreign currency exchange rates, all of the Company’s outstanding contracts were recorded at fair value.

The Company conducts its business on a multinational basis in a wide variety of foreign currencies and hedges foreign currency exposures arising from various receivables, liabilities and expected inventory purchases. Derivative instruments that are utilized to hedge the foreign currency risk associated with anticipated inventory purchases in foreign currencies are designated as cash flow hedges. Gains and losses on these instruments, to the extent that they have been effective, are deferred in accumulated other comprehensive income

12

(loss) and recognized in earnings when the related inventory is sold. Ineffectiveness related to these hedge instruments that was recognized in the Consolidated Statements of Earnings consisted of losses of $5.3 million, $6.8 million and $0.1 million for the years ended December 31, 2009, 2008 and 2007, respectively. The maturity of these instruments generally does not exceed 24 months. The Consolidated Statements of Earnings also includes $2.7 million of losses for the year ended December 31, 2009 as a result of the discontinuance of cash flow hedges because the original forecasted transaction did not occur within the original specified time period or the two months thereafter. The accumulated other comprehensive loss, net of tax, related to foreign currency forward contracts was $1.6 million and $13.8 million at December 31, 2009 and 2008, respectively. The Company estimates that $1.5 of losses included in the $1.6 million loss will be reclassified into earnings over the next 12 months.

To manage a portion of its exposure to changes in LIBOR-based interest rates on its variable rate debt, the Company has entered into interest rate swap agreements to effectively fix the interest payments on $475.8 million ($375.0 million plus €70.0 million) of its term loan. All of the swaps in place at December 31, 2009 have been designated as cash flow hedges of LIBOR-based interest payments. The effective portion of the change in fair value of the derivatives is recorded in accumulated other comprehensive income (loss), while any ineffective portion is recorded as an adjustment to interest expense. The differential paid or received on the interest rate swap is recognized as an adjustment to interest expense. Interest rate swaps in place at December 31, 2009 were as follows:

Amount		Interest Rate (1)		Maturity Date
(Dollars in thousands)
$	150,000	4.8800	%	May 4, 2010 (2) (3)
$	50,000	5.0940	%	May 4, 2010 (3)
$	50,000	2.1750	%	January 30, 2012
$	50,000	2.4000	%	January 28, 2013
$	50,000	2.5975	%	January 28, 2014
$	21,606	1.9600	%	March 31, 2012 (4)
$	14,404	2.2800	%	March 31, 2013 (4)
$	36,010	2.5180	%	March 31, 2014 (4)
$	21,606	2.4900	%	March 31, 2014 (4)
$	25,000	2.2100	%	April 1, 2014
$	7,202	2.4900	%	April 1, 2014 (4)

(1) Excludes applicable spread of 1.50% to 1.75%.

(2) This swap, together with a $150 million interest rate swap entered into in 2007, which was terminated in 2008, effectively fixes the interest rate at 4.88%.

(3) The Company has purchased, effective May 4, 2010, $200 million of interest rate swaps to extend the maturity to May 4, 2014 at the interest rate of 2.99%.

(4) This interest rate swap is denominated in euros.

13

The Company recognized interest expense of $2.5 million, $1.9 million and zero for the years ended December 31, 2009, 2008 and 2007, respectively, related to the ineffective portion of its interest rate swaps. The accumulated other comprehensive loss, net of tax, related to interest rate swaps was $5.0 million and $7.1 million at December 31, 2009 and 2008, respectively. The Company estimates that $0.5 million of the $5.0 million loss, net of tax, will be reclassified into earnings over the next 12 months.

The pre-tax fair value of the Company’s cash flow hedges related to foreign currency forward contracts and interest rate swaps and the accounts in the Consolidated Balance Sheets in which the gross amounts are included were as follows:

	December 31, 2009
	(Dollars in thousands)
	Prepaid Expenses and Other		Other Long- Term Assets		Accrued Expenses		Pension and Other
	(Dollars in thousands)
Interest rate swaps	$	—	$	301	$	2,917	$	4,531
Foreign currency forward contracts		1,787		—		2,551		885
Total designated	$	1,787	$	301	$	5,468	$	5,416
	December 31, 2008
	Prepaid Expenses and Other		Accrued Expenses		Pension and Other
	(Dollars in thousands)
Interest rate swaps	$	—	$	13,191	$	—
Foreign currency forward contracts		5,460		11,096		7,652
Total designated	$	5,460	$	24,287	$	7,652

The gross derivative gains and losses included in the Consolidated Statements of Comprehensive Income and the Consolidated Statements of Earnings related to cash flow hedges for the year ended December 31, 2009 were as follows (dollars in thousands):

	Gain / (Loss) Recognized in Other Comprehensive Income
Interest rate swaps	$	(6,392)
Foreign currency forward contracts		(28,611)
Total	$	(35,003)

14

	Gain / (Loss) Reclassified From Other Comprehensive Income		Statement of Earnings Line Item
Interest rate swaps	$	(2,532)	Interest expense
Foreign currency forward contracts		3,631	Sales
Foreign currency forward contracts		(12,359)	Cost of products sold
Foreign currency forward contracts		(5,081)	Selling, general and administrative expenses
Foreign currency forward contracts		(2,593)	Other expense
Total	$	(18,934)
	Gain / (Loss) Recognized in Earnings Due to Ineffectiveness and Amounts Excluded From Effectiveness Testing		Statement of Earnings Line Item
Foreign currency forward contracts	$	(178)	Sales
Foreign currency forward contracts		(5,078)	Cost of products sold
Foreign currency forward contracts		(19)	Selling, general and administrative expenses
Foreign currency forward contracts		(2,701)	Other expense
Total	$	(7,976)

The gross gains and losses from derivatives not designated as hedging instruments included in the Consolidated Statements of Earnings for the year ended December 31, 2009 were as follows (dollars in thousands):

	Gain / (Loss)		Statement of Earnings Line Item
Foreign currency forward contracts	$	402	Sales
Foreign currency forward contracts		(1,486)	Cost of product sold
Foreign currency forward contracts		(4,718)	Selling, general and administrative expenses
Total	$	(5,802)

Derivative instruments are subject to significant concentrations of credit risk to the banking industry. The Company manages counterparty credit risk by only entering into derivative contracts with large commercial financial institutions. The maximum amount of loss, not considering netting arrangements, if any, which the Company would incur if counterparties to derivative instruments fail to meet their obligations was $3.9 million at December 31, 2009. At December 31, 2009, the Company had no knowledge of any of counterparty default.

The Company also has cross-currency foreign currency-denominated debt obligations that are designated as hedges of the foreign currency exposure associated with its net investments in non-United States operations. The currency effects of the debt obligations are reflected in other comprehensive income (loss) where they offset translation gains and losses

15

recorded on the Company’s net investments in Germany. The Company recognized a loss of $4.0 million and a gain of $9.6 in other comprehensive income (loss) related to net investment hedges for the years ended December 31, 2009 and 2008, respectively.

The Company also uses natural hedges to mitigate risks associated with foreign currency exposures. For example, oftentimes the Company has non-functional currency denominated receivables from customers for which the exposure is partially mitigated by a corresponding non-functional currency payable to a vendor.

Stock Split

All previously reported net earnings per share and number of shares in the accompanying consolidated financial statements and notes thereto have been adjusted to reflect the two-for-one split of the Company’s common stock effective May 27, 2008.

Comprehensive Income (Loss)

The Company reports comprehensive income (loss) in addition to net earnings (loss). Comprehensive income (loss) is a more inclusive financial reporting method that includes disclosure of financial information that historically has not been recognized in the calculation of net earnings (loss). The Company reports comprehensive income (loss) and accumulated other comprehensive loss in the Consolidated Statements of Common Stockholders’ Investment. Accumulated other comprehensive loss, net of income taxes, was as follows:

	December 31,
	2009		2008
	(Dollars in thousands)
Currency translation adjustments	$	31,189	$	(31,221)
Pension and postretirement benefit unrecognized costs		(26,752)		(35,033)
Derivative fair value adjustments		(6,640)		(30,704)
Accumulated other comprehensive loss	$	(2,203)	$	(96,958)

Revenue Recognition

Revenue from long-term sales contracts, such as for the manufacture of the Company’s original equipment and certain replacement parts, is recognized using the percentage-of-completion method due to the length of time to fully manufacture and assemble the Company’s original equipment or replacement parts. The Company measures revenue recognized based on the ratio of actual costs incurred to date in relation to total estimated costs to be incurred. The percentage-of-completion method of accounting for these contracts most accurately reflects the status of these uncompleted contracts in the Company’s consolidated financial statements and most accurately measures the matching of revenues with expenses. Revenue from all other types of sales, primarily sales of aftermarket parts, net of estimated returns and allowances, is recognized when all of the following circumstances are satisfied: persuasive evidence of an arrangement exists, the price is fixed or determinable, collectibility is reasonably assured, and delivery has occurred or services have been rendered. Criteria for revenue recognition is generally met at the time products are shipped, as the terms are FOB shipping point.

16

Included in the current portion of liabilities to customers on uncompleted contracts and warranties are advances in excess of related costs and earnings on uncompleted contracts of $135.4 million and $202.2 million at December 31, 2009 and 2008, respectively.

Warranty

Sales of the Company’s products generally carry typical manufacturers’ warranties, the majority of which cover products for one year, based on terms that are generally accepted in the marketplace. The Company records provisions for estimated warranty and other related costs as revenue is recognized based on historical warranty loss experience and periodically adjusts these provisions to reflect actual experience.

Shipping and Handling Fees and Costs

Revenue received from shipping and handling fees is reflected in sales. Shipping fee revenue was insignificant for all periods presented. Shipping and handling costs are included in cost of products sold.

Income Taxes

Deferred taxes are provided to reflect temporary differences between the financial and tax basis of assets and liabilities using presently enacted tax rates and laws. A valuation allowance is recognized if it is more likely than not that some or all of the deferred tax assets will not be realized.

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance regarding business combinations. This guidance defines how acquirers recognize and measure the consideration transferred, assets acquired, liabilities assumed, noncontrolling interests, and goodwill acquired at their fair values as of the acquisition date. This guidance became effective on a prospective basis for fiscal years beginning after December 15, 2008. The Company adopted this guidance effective January 1, 2009 and it did not have a material effect on the Company’s financial position or results of operations.

In September 2006, the FASB issued new accounting guidance regarding fair value measurements, which establishes a framework for measuring fair value and expands disclosure about such fair value measurements. This guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This guidance classifies the inputs used to measure the fair value into the following hierarchy:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or

Inputs other than quoted prices that are observable for the assets or liabilities

Level 3 Unobservable inputs for the assets or liabilities

17

The Company adopted this guidance effective January 1, 2008 and it did not have a material effect on the Company’s financial position or results or operations.

The Company has determined that its financial assets and liabilities are level 2 in the fair value hierarchy. The Company’s financial assets and liabilities that were accounted for at fair value were as follows:

	December 31,
	2009		2008
	(Dollars in thousands)
Assets:
Foreign currency exchange contracts (1)	$	3,635	$	5,541
Interest rate swaps (2)		301		—
Total assets at fair value	$	3,936	$	5,541
Liabilities:
Foreign currency exchange contracts (1)	$	6,434	$	23,823
Interest rate swaps (2)		7,447		13,191
Total liabilities at fair value	$	13,881	$	37,014

(1) Based on observable market transactions of forward currency prices.

(2) Based on observable market transactions of forward LIBOR or EURIBOR rates.

In March 2008, the FASB issued accounting guidance regarding disclosures about derivative instruments and hedging activities. This guidance requires enhanced disclosures about an entity’s derivatives and hedging activity and how they effect an entity’s financial position. This guidance became effective for fiscal years and interim periods beginning after November 15, 2008. The Company adopted this guidance effective January 1, 2009 and it did not have a material effect on the Company’s financial position or results of operations.

In May 2009, the FASB issued new accounting guidance regarding management’s assessment of subsequent events. This guidance establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance outlines (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance became effective on a prospective basis for interim or annual financial periods ending after June 15, 2009. The Company adopted this guidance in June 2009 and it did not have a material effect on the Company’s financial position or results of operations.

In June 2009, the FASB issued the Accounting Standards Codification (“Codification”). The Codification is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in

18

conformity with accounting principles generally accepted in the United States of America (“GAAP”). The use of the Codification became effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company adopted the Codification in September 2009 and it did not have a material effect on the Company’s financial position or results of operations.

In October 2009, the FASB issued new accounting guidance regarding the accounting for revenue in arrangements with multiple deliverables. This guidance addresses how the unit of accounting for arrangements involving multiple deliverables and how arrangement consideration should be allocated to the separate units of accounting, when applicable. This guidance becomes effective on a prospective basis for fiscal years beginning on or after June 15, 2010. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements.

NOTE B – ACQUISITIONS

DBT Acquisition

On May 4, 2007, the Company completed its acquisition of DBT GmbH (“DBT”) from RAG Coal International AG. The net assets acquired and results of operations since the date of acquisition are included in the Company’s consolidated financial statements.

Pro Forma Results of Operations

The following unaudited pro forma results of operations assumes that the Company acquired DBT on January 1, 2007 and includes the effects of the Company’s debt refinancing and equity offering in 2007. The unaudited pro forma results include adjustments to reflect additional interest expense, depreciation expense and amortization of intangibles, as well as the effects of adjustments made to the carrying value of certain assets. Pro forma results for the year ended December 31, 2007 were as follows (dollars in thousands, except per share amounts):

Sales	$	1,973,904
Net earnings	$	146,864
Net earnings per share:
Basic	$	1.98
Diluted	$	1.96

The unaudited pro forma financial information presented above is not necessarily indicative of either the results of operations that would have occurred had the acquisition of DBT been effective on January 1, 2007 or of the Company’s future results of operations. Also, the unaudited pro forma financial information does not reflect the costs that the Company incurred to integrate DBT. These costs have not been material to date and the Company does not expect them to be material in the future.

Finished parts and work in process inventories were adjusted to their estimated fair market value. Finished parts were valued at their estimated selling prices, less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the Company’s selling effort,

19

and work in process was valued at estimated selling prices of finished goods less the sum of (a) costs to complete, (b) costs of disposal and (c) a reasonable profit allowance for the completing and selling effort of the Company based on profit for similar finished goods. As this inventory adjustment was directly attributed to the transaction and did not have a continuing impact, it is not reflected in the unaudited pro forma results of operations presented above. However, this inventory adjustment resulted in a charge to cost of products sold in the periods subsequent to the consummation of the acquisition of DBT during which the related inventories were sold. The actual charge for the years ended December 31, 2009, 2008 and 2007 was zero, $12.1 million and $23.3 million, respectively. This inventory adjustment was fully amortized as of December 31, 2008.

Other Acquisitions

In 2008, the Company acquired two businesses. Based on the fair value of assets acquired and expected revenues, the Company concluded that they are not material in the aggregate. Consequently, there are no disclosures required for these acquisitions.

NOTE C – RECEIVABLES

Receivables at December 31, 2009 and 2008 included $384.5 million and $209.7 million, respectively, of revenues from long-term contracts which were not billable at these dates. Billings on long-term contracts are made in accordance with the terms as defined in the individual contracts. The unbilled receivables are for contracts that were near completion as of the balance sheet dates and collection of amounts due was scheduled to be within the next 12 months of such dates.

Current receivables were reduced by an allowance for losses of $7.1 million and $8.4 million at December 31, 2009 and 2008, respectively.

NOTE D – INVENTORIES

Inventories consisted of the following:

	December 31,
	2009		2008
	(Dollars in thousands)
Raw materials and parts	$	75,111	$	103,586
Work in process		202,221		242,224
Finished products (primarily replacement parts)		349,957		270,900
	$	627,289	$	616,710

NOTE E – GOODWILL AND INTANGIBLE ASSETS

Goodwill is not subject to amortization, but instead is subject to an evaluation for impairment at least annually by applying a two-step fair-value-based test. Additionally, intangible assets with indefinite lives are not amortized, but are subject to an evaluation for impairment at least annually. Intangible assets with finite lives continue to be amortized over a

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period of five to 20 years. The Company’s annual impairment testing date is December 31. No impairment resulted from the Company’s annual impairment testing during the years ended December 31, 2009, 2008 or 2007.

Intangible assets consisted of the following:

	December 31, 2009			December 31, 2008
	Weighted Average Life	Gross Carrying Amount	Accumulated Amortization	Weighted Average Life	Gross Carrying Amount	Accumulated Amortization
	(Years)	(Dollars in thousands)		(Years)	(Dollars in thousands)
Amortized intangible assets:
Technology	10-12	$121,085	$(26,846)	10-12	$115,580	$(15,972)
Customer relationships	20	118,791	(15,584)	20	115,400	(9,333)
Engineering drawings	20	25,500	(15,644)	20	25,500	(14,369)
Backlog	1	8,000	(8,000)	1	8,000	(8,000)
Trademarks	0.7	12,000	(12,000)	0.7	12,000	(12,000)
Other	5 - 20	5,855	(4,813)	5 - 20	5,855	(4,646)
		$291,231	$(82,887)		$282,335	$(64,320)
Unamortized intangible assets:
Trademarks/Trade names		$12,436			$12,436

Changes in the carrying amount of goodwill were as follows:

	Surface Mining		Underground Mining
	(Dollars in thousands)
Balance at January 1, 2008	$	47,306	$	269,932
Goodwill acquired during the year		—		12,973
Balance at December 31, 2008		47,306		282,905
Goodwill acquired during the year		—		11,765
Currency translation		—		9,357
Balance at December 31, 2009	$	47,306	$	304,027

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Amortization expense for finite-lived intangible assets was $18.9 million, $19.4 million and $29.2 million for the years ended December 31, 2009, 2008 and 2007, respectively. The estimated future amortization expense of finite-lived intangible assets is as follows (dollars in thousands):

Year	Amount
2010	$	18,543
2011		18,543
2012		18,543
2013		18,543
2014		18,543
Future		115,628
	$	208,343

NOTE F – ACCRUED EXPENSES

Accrued expenses consisted of the following:

	December 31,
	2009		2008
	(Dollars in thousands)
Wages and salaries	$	61,387	$	61,880
Other		111,478		147,573
	$	172,865	$	209,453

NOTE G – LONG-TERM DEBT AND FINANCING ARRANGEMENTS

Long-term debt consisted of the following:

	December 31,
	2009		2008
	(Dollars in thousands)
Revolving credit facility	$	—	$	55,157
Term loan facility		496,599		497,658
Other		10,633		18,231
		507,232		571,046
Less current maturities of long-term debt and short-term obligations		(7,566)		(69,291)
	$	499,666	$	501,755

The Company’s credit facilities include a secured revolving credit facility of $357.5 million, an unsecured German revolving credit facility of €65.0 million, each of which mature on May 4, 2012, and a term loan facility of $400.0 million plus €75.0 million with a maturity date of May 4, 2014. The entire secured revolving credit facility may be used for letters of credit. At December 31, 2009, the Company had no borrowings under its secured or

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unsecured revolving credit facilities. At December 31, 2008, the Company classified the entire revolving credit facility balance of $55.2 million as current maturities of long-term debt and short-term obligations because it intended to repay the outstanding balance within 12 months.

Borrowings under the secured revolving credit facility bear interest, payable no less frequently than quarterly, at (i) LIBOR plus between 1.25% and 1.75% (based on the Company’s total leverage ratio) for United States dollar denominated LIBOR loans; (ii) a base rate determined by reference to the greater of the United States prime lending rate and the federal funds rate plus between 0.25% and 0.75% (based on the Company’s total leverage ratio) for United States dollar denominated base rate loans; and (iii) EURIBOR plus between 1.25% and 1.75% (based on the Company’s total leverage ratio) for euro denominated loans. The interest rates under the secured revolving credit facility are subject to change based on the Company’s total leverage ratio. The unsecured German revolving credit facility bears interest, payable no less frequently than quarterly, at EURIBOR plus between 1.25% and 1.75% (based on the Company’s total leverage ratio.) Under each revolving credit facility, the Company has agreed to pay a commitment fee based on the unused portion of such facilities, payable quarterly, at rates ranging from 0.25% to 0.50% depending on the total leverage ratio, and when applicable, customary letter of credit fees. Borrowings under the term loan facility bear interest, payable no less frequently than quarterly, at (i) LIBOR plus 1.50% for United States dollar denominated LIBOR loans; (ii) the base rate plus 0.50% for United States dollar denominated base rate loans; and (iii) EURIBOR plus 1.75% for euro denominated loans.

At December 31, 2009, the amount potentially available for borrowings under the Company’s secured revolving credit facility was $282.5 million, after taking into account $75.0 million of issued letters of credit. The amount potentially available for borrowings under the Company’s unsecured German credit facility at December 31, 2009 was $54.1 million (€37.8 million), after taking into account $39.0 million (€27.2 million) of issued letters of credit. At December 31, 2009, the Company had borrowings under its term loan facility of $496.6 million ($391.0 million plus €73.3 million). To manage a portion of its exposure to changes in LIBOR-based interest rates, the Company has entered into interest rate swap agreements that effectively fix the interest payments on $475.8 million ($375.0 million plus €70.0 million) of outstanding borrowings under its term loan facility at a weighted average interest rate of 3.4%, plus the applicable spread. The remaining $20.8 million ($16.0 million plus €3.3 million) of outstanding term loan borrowings at December 31, 2009 were at a weighted average interest rate of 1.9%, plus the applicable spread.

The Company’s obligations under its credit facilities are guaranteed, on a joint and several basis, by certain of its domestic subsidiaries. In addition, the Company’s obligations under its secured revolving credit facility and its term loan facility are secured by a security interest in substantially all of its consolidated tangible and intangible domestic assets (subject to certain exceptions), as well as 100% of the outstanding capital stock of its domestic subsidiaries and 65% of the voting stock and 100% of the non-voting stock of certain of its first-tier foreign subsidiaries.

The Company’s credit facilities contain operating and financial covenants that, among other things, could limit the Company’s ability to obtain additional sources of capital. The financial covenants require the Company to maintain a total leverage ratio, calculated on a

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trailing four-quarters basis, of not more than 3.5 to 1.0. The total leverage ratio is calculated as the ratio of consolidated indebtedness (which is net of cash) to adjusted EBITDA, as defined in the credit facilities. At December 31, 2009, the Company was in compliance with all covenants and other requirements under its credit facilities.

For the year ended December 31, 2009, the average revolving credit facility borrowings under the Company’s credit agreements were $53.5 million at a weighted average interest rate of 2.2% and the maximum borrowing outstanding was $123.8 million. For the year ended December 31, 2008, the average borrowings under the revolving portion of the Company’s credit agreement were $17.9 million at a weighted average interest rate of 3.9% and the maximum borrowing outstanding was $101.0 million.

At December 31, 2009 and 2008, there were $188.5 million and $218.3 million, respectively, of standby letters of credit outstanding under all of the Company’s bank facilities.

Maturities of long-term debt and short-term obligations for each of the next five years are as follows (dollars in thousands):

Year	Amount
2010	$	7,566
2011	$	6,519
2012	$	6,032
2013	$	5,467
2014	$	476,840

NOTE H – COMMON STOCKHOLDERS’ INVESTMENT

On April 24, 2008, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate all references to Class B common stock and rename the Company’s Class A common stock as “common stock”.

On April 30, 2008, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation increasing the number of authorized shares of common stock from 75 million to 200 million. Also on April 30, 2008, the Company announced a two-for-one split of its common stock in the form of a 100% stock dividend. The stock dividend was paid on May 27, 2008 to stockholders of record on May 13, 2008 and the Company’s common stock began trading on a split-adjusted basis on May 28, 2008. All previously reported net earnings per share and number of shares in the accompanying consolidated financial statements and notes thereto have been adjusted to reflect this stock split.

At December 31, 2009, the Company had 10,000,000 shares of authorized preferred stock and the Company’s issued and outstanding shares consisted only of common stock. Holders of common stock are entitled to one vote per share on all matters to be voted on by the Company’s common stockholders.

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NOTE I – STOCK-BASED COMPENSATION

At December 31, 2009, the Company had 2,909,526 shares of its common stock available for awards under the Bucyrus International, Inc. Omnibus Incentive Plan 2007 (“Omnibus Plan”). The Omnibus Plan expires on the tenth anniversary of its effective date, unless terminated earlier by the Company’s Board of Directors. The Omnibus Plan provides for the grant of equity based awards, including restricted (or nonvested) stock, restricted stock units, stock options, stock appreciation rights (“SARs”), and other equity based awards to the Company’s directors, officers and other employees, advisors and consultants and those of the Company’s subsidiaries who are selected by the Compensation Committee of the Company’s Board of Directors for participation in the Omnibus Plan. Also at December 31, 2009, the Company had 492,000 shares of its common stock available for future grants under its 1998 Management Stock Option Plan. The Compensation Committee of the Company’s Board of Directors determines all of the terms and conditions of awards under the plan, including whether the vesting or payment of an award will be subject to the attainment of performance goals.

The Company recognizes compensation expense for nonvested shares, SAR’s and stock options over the requisite service period for vesting of the award. Total stock-based compensation expense included in the Company’s Consolidated Statements of Earnings was $11.9 million, $7.1 million and $6.2 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Nonvested Shares – The Company has granted nonvested shares to certain employees. The nonvested shares cliff vest in their entirety at the end of the fourth calendar year from the grant date (inclusive of the year of grant) provided the employee remains employed by the company until such date or has a qualifying retirement prior to such date. Compensation expense related to nonvested shares was $3.8 million, $2.8 million and $2.7 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Nonvested share activity was as follows:

	2009			2008			2007
	Number of Shares		Weighted Average Grant Date Fair Value	Number of Shares		Weighted Average Grant Date Fair Value	Number of Shares		Weighted Average Grant Date Fair Value
Nonvested at January 1	206,688		$31.59	391,262		$21.46	396,300		$20.20
Granted	301,350		$13.80	58,100		$50.66	90,050		$27.45
Forfeited	(49,150	)	$20.84	(12,100	)	$29.25	(1,200	)	$34.19
Vested	(88,688	)	$21.45	(230,574	)	$19.32	(93,888	)	$21.72
Nonvested at December 31	370,200		$20.97	206,688		$31.59	391,262		$21.46

At December 31, 2009, there was $4.2 million of unrecognized compensation expense related to nonvested share grants. This cost is expected to be recognized over a weighted-average period of 2.5 years. The grant date fair value was based on the fair market value of the Company’s common stock on the date of grant. At December 31, 2009, the Company

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expected approximately 341,000 shares to vest and these shares had an aggregate intrinsic value of $19.2 million and a weighted-average remaining contractual term of 2.6 years. The total fair value of shares vested during 2009, 2008 and 2007 was $5.0 million, $8.4 million and $4.4 million, respectively.

Premium Nonvested Shares – In 2006, the Company granted premium nonvested shares to certain employees. These shares partially vested if specific performance levels were attained by the Company. The Company did attain the specific performance levels for the years ended December 31, 2009, 2008, 2007 and 2006, and all premium nonvested shares credited to employees fully cliff vested on December 31, 2009. Compensation expense related to premium nonvested shares was $2.2 million, $0.5 million and $0.6 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Premium nonvested share activity was as follows:

	2009				2008				2007
	Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Nonvested at January 1	178,498		$	21.61	187,774		$	21.72	175,050	$	21.54
Granted	—			—	—			—	12,724	$	24.23
Forfeited	(3,950	)	$	25.97	(9,276	)	$	23.89	—		—
Vested	(174,548	)	$	40.88	—			—	—		—
Nonvested at December 31	—		$	—	178,498		$	21.61	187,774	$	21.72

All compensation expense related to vested premium nonvested share grants has been recognized as of December 31, 2009. The grant date fair value was based on the fair market value of the Company’s common stock on the date of grant.

SARs – The Company has granted SARs to certain employees. The SARs vest incrementally and can be settled in shares only. Compensation expense related to SAR’s was $5.9 million, $3.8 million and $2.9 million for the years ended December 31, 2009, 2008 and 2007, respectively.

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SAR activity was as follows:

	2009			2008			2007
	Number of Shares		Weighted Average Grant Date Fair Value	Number of Shares		Weighted Average Grant Date Fair Value	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at January 1	1,207,540		$14.20	1,004,950		$11.59	700,200		$10.68
Granted	1,223,100		$7.53	277,150		$23.51	316,300		$13.68
Forfeited	(170,414	)	$10.32	(40,680	)	$14.64	(4,800	)	$16.79
Exercised	(10,360	)	$13.95	(33,880	)	$12.35	(6,750	)	$11.93
Outstanding at December 31	2,249,866		$10.87	1,207,540		$14.20	1,004,950		$11.59
Vested and exercisable at December 31	958,884		$11.46	407,565		$11.72	68,360		$10.65

At December 31, 2009, there was $9.2 million of unrecognized compensation expense related to SARs that are vested or expect to vest. This cost is expected to be recognized over a weighted-average period of 2.5 years. The grant date fair value of the SARs was calculated using the Black-Sholes pricing model. The assumptions used in this model were as follows:

	Year Ended December 31,
	2009	2008	2007
Risk-free interest rate	2.82%	3.49%	4.66%
Expected stock price volatility	58.00%	42.00%	42.00%
Expected life	6.5 years	6.5 years	7 years
Dividend yield	0.70%	0.19%	0.41%

The risk-free interest rate was based on the United States Government Treasury strips rate on the date of grant and with a maturity equal to the expected life of the SARs. The expected stock price volatility was based on the historical activity of the Company’s common stock. The expected life was calculated using the simplified method for “plain-vanilla” issuances. The expected dividend yield was based on the annual dividends that have been paid on the Company’s common stock. At December 31, 2009, approximately 1,450,000 of the outstanding SARs were vested or were expected to vest and these SARs had an intrinsic value of $46.4 million and a weighted-average remaining contractual life of 8.7 years.

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Stock Options – There was no compensation expense related to stock options for the years ended December 31, 2009, 2008 and 2007 and there was no stock option activity in 2009 or 2008. Stock option activity for the year ended December 31, 2007 was as follows:

	Number of Options		Weighted Average Grant Date Fair Value
Outstanding at January 1	19,200		$	8.33
Granted	—			—
Forfeited	—			—
Exercised	(19,200	)	$	8.33
Outstanding at December 31	—			—
Exercisable at December 31	—			—

For the year ended December 31, 2007, net cash proceeds from the exercise of stock options was $0.1 million and the income tax benefit realized from these exercises was $0.1 million.

NOTE J – INCOME TAXES

Earnings before income taxes consisted of the following:

	Year Ended December 31,
	2009		2008		2007
	(Dollars in thousands)
United States	$	207,757	$	192,089	$	72,015
Foreign		239,511		158,909		74,543
Total	$	447,268	$	350,998	$	146,558

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The provision for income tax expense consisted of the following:

	Year Ended December 31,
	2009		2008			2007
	(Dollars in thousands)
Foreign income taxes:
Current	$	51,739	$	50,447		$	46,162
Deferred		12,767		(3,273	)		(36,586	)
Total		64,506		47,174			9,576
Federal income taxes:
Current		61,668		66,220			27,205
Deferred		4,057		238			(26,739	)
Total		65,725		66,458			466
Other (state and local taxes):
Current		4,134		4,085			2,605
Deferred		200		(34	)		(2,223	)
Total		4,334		4,051			382
Total income tax expense	$	134,565	$	117,683		$	10,424

Total income tax expense differs from amounts expected by applying the federal statutory income tax rate to earnings before income taxes as follows:

	Year Ended December 31,
	2009			2008			2007
	(Dollars in thousands)
Tax expense at federal statutory rate	$	156,544		$	122,849		$	51,296
Impact of foreign subsidiary income and tax rates		(16,367	)		(9,462	)		(14,955	)
Tax impact of repatriation of non-United States earnings and foreign tax credits		—			—			(18,725	)
Deferred impact of statutory tax rate change		(446	)		187			(12,244	)
Uncertain tax benefits		783			6,521			891
Other items		(5,949	)		(2,412	)		4,161
Total income tax expense	$	134,565		$	117,683		$	10,424

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Significant components of deferred tax assets and deferred tax liabilities were as follows:

	December 31,
	2009			2008
	(Dollars in thousands)
Deferred tax assets:
Postretirement benefits	$	7,313		$	6,991
Pension benefits		15,199			27,791
Accrued and other liabilities		21,469			15,023
Stock-based compensation		5,767			4,459
Tax loss carry forward		9,281			11,340
Foreign tax credit carry forward		—			18,108
Unrealized losses on foreign currency and derivative financial instruments		8,066			20,075
Other items		8,876			5,658
		75,971			109,445
Less valuation allowance		(2,988	)		(7,163	)
Total deferred tax assets		72,983			102,282
Deferred tax liabilities:
Excess of book basis over tax basis of property, plant and equipment and intangible assets		(120,625	)		(104,359	)
Contract related expenses		(21,356	)		(7,439	)
Total deferred tax liabilities		(141,981	)		(111,798	)
Net deferred tax liability	$	(68,998	)	$	(9,516	)

The classification of the net deferred tax liability was as follows:

	December 31,
	2009			2008
	(Dollars in thousands)
Current deferred tax assets	$	45,024		$	53,133
Long-term deferred tax assets		2,493			13,227
Current deferred tax liabilities		(34,255	)		(22,981	)
Long-term deferred tax liabilities		(82,260	)		(52,895	)
Net deferred tax liability	$	(68,998	)	$	(9,516	)

The long-term deferred tax asset is included in other assets and the current deferred tax liability is included in income taxes in the Consolidated Balance Sheets.

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A valuation allowance must be used to reduce the net deferred tax assets to an amount that is more likely than not to be realized. Currently, the Company has valuation allowances established for United States state net operating loss (“NOL”) carryforwards and United Kingdom, India, Poland and South Africa deferred tax assets. A summary of the valuation allowance was as follows:

	Balance at Beginning of Year		Additions - Allowance Established		Deductions - Allowance Reversal		Balance at End of Year
	(Dollars in thousands)
Year ended December 31, 2007	$	2,767	$	7,550	$	358	$	9,959
Year ended December 31, 2008	$	9,959		—	$	2,796	$	7,163
Year ended December 31, 2009	$	7,163	$	1,536	$	5,711	$	2,988

At December 31, 2009, the Company had $21.7 million of state NOL carryforwards, which expire in the years 2010 through 2019, available to offset future state taxable income in various states.

Cumulative undistributed earnings of foreign subsidiaries that are considered to be permanently reinvested and on which United States income taxes have not been provided by the Company amounted to approximately $460 million at December 31, 2009. It is not practicable to estimate the amount of additional tax which would be payable upon repatriation of such earnings; however, due to foreign tax credit limitations, higher effective United States income tax rates and foreign withholding taxes, additional taxes could be incurred.

Unrecognized tax benefits recognized in the consolidated financial statements were as follows:

	2009			2008			2007
	(Dollars in thousands)
Balance at January 1	$	17,977		$	1,574		$	721
Gross increases related to prior period tax positions		—			10,970			—
Gross increases related to current period tax positions		2,153			5,368			643
Gross increases related to prior periods of acquired companies		—			203			46
Lapse of statue of limitations and settlements		(1,951	)		—			—
Foreign currency translation		590			(138	)		164
Balance at December 31	$	18,769		$	17,977		$	1,574

At December 31, 2009, the Company had $18.8 million of unrecognized tax benefits, $3.9 million of which would impact its effective tax rate if recognized. At December 31, 2008, the Company had $18.0 million of unrecognized tax benefits, $4.9 million of which would impact its effective tax rate if recognized. The Company reasonably estimates that the gross amount of unrecognized tax benefits for prior tax period positions will decrease by $3.4 million in the next 12 months due to the close of an open tax year. The estimated decrease in the reserve relates primarily to uncertainty concerning intercompany transactions. However, the Company cannot reasonably estimate the change in reserve due to tax positions expected to be taken during 2010.

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The Company recognizes interest and/or penalties related to income tax matters as a component of income tax expense. Expense for interest and penalties for the years ended December 31, 2009, 2008 and 2007 was $0.3 million, $2.8 million and $0.1 million, respectively. The Company has provided for $3.4 million and $3.1 million of accrued interest and penalties related to unrecognized tax benefits at December 31, 2009 and 2008, respectively.

The Company or one of its subsidiaries files income tax returns in the United States federal jurisdiction and in various state and foreign jurisdictions. Open tax years related to United States state jurisdictions remain subject to examination but are not considered material. The Company is subject to income tax examinations by tax authorities in its major jurisdictions as follows:

Tax Jurisdiction	Years Open to Audit
United States Federal	1991, 1992, 2006, 2007, 2008, 2009
Australia	2005 through 2009
Brazil	2004 through 2009
Canada	1998 through 2009
Chile	2004 through 2009
Germany	2007 through 2009
South Africa	2007 through 2009

NOTE K – PENSION AND RETIREMENT PLANS

The Company has several pension and retirement plans covering certain of its employees in the United States and Europe. All plans have a measurement date of December 31.

The Bucyrus International, Inc. Supplemental Executive Retirement Plan (“SERP”) provides an allocation to the Company’s senior management equal to the amount that cannot be allocated to such employees under the Company’s cash balance pension plan due to the Internal Revenue Service-imposed annual compensation limits. Benefits are to be paid under the SERP upon the employee’s separation from service in a lump sum or in five or 10 annual installments, as the participating employee elects.

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The Company’s defined benefit pension and retirement plans’ funded status and amounts recognized in the consolidated financial statements was as follows:

	United States Plans				Non-United States Plans
	2009		2008		2009		2008
	(Dollars in thousands)
Change in projected benefit obligation:
Projected benefit obligation at January 1	$	107,563	$	95,277	$	105,079	$	113,213
Service cost		6,865		5,105		305		523
Interest cost		6,471		5,774		6,299		6,082
Plan amendments		—		1,308		—		—
Actuarial (gain) loss		(370)		6,757		9,924		(4,787)
Benefits paid		(7,764)		(6,658)		(5,269)		(4,994)
Currency translation		—		—		2,695		(4,958)
Projected benefit obligation at December 31		112,765		107,563		119,033		105,079
Change in plan assets:
Fair value of plan assets at January 1		58,768		77,975		—		—
Actual return on plan assets		20,193		(26,750)		—		—
Employer contributions		27,771		14,201		5,269		4,994
Benefits paid		(7,764)		(6,658)		(5,269)		(4,994)
Fair value of plan assets at December 31		98,968		58,768		—		—
Unfunded status at December 31	$	(13,797)	$	(48,795)	$	(119,033)	$	(105,079)
Amounts recognized in the consolidated balance sheets at December 31:
Accrued expenses	$	—	$	—	$	(7,066)	$	(6,810)
Pension and other		(13,797)		(48,795)		(111,967)		(98,269)
	$	(13,797)	$	(48,795)	$	(119,033)	$	(105,079)
Amounts recognized in accumulated other comprehensive loss at December 31:
Net loss (gain), net of income tax (benefit) expense of ($16,303), ($22,982), $2,392 and $4,079, respectively	$	27,822	$	39,219	$	(5,084)	$	(8,667)
Prior service cost, net of income tax benefit of $1,483, $1,698, $0 and $0, respectively		2,531		2,898		—		—
Net amount recognized	$	30,353	$	42,117	$	(5,084)	$	(8,667)
	United States Plans				Non-United States Plans
	2009		2008		2009		2008
Weighted-average assumptions used to determine benefit obligations at December 31:
Discount rate		6.35%		6.20%		5.50%		6.20%
Rate of compensation increase		3.5%		4%		2%		2%

33

The accumulated benefit obligation for all defined benefit pension plans was $228.9 million and $210.0 million at December 31, 2009 and 2008, respectively. Pension plans with an accumulated benefit obligation in excess of plan assets were as follows:

	United States Plans				Non-United States Plans
	December 31,				December 31,
	2009		2008		2009		2008
	(Dollars in thousands)
Projected benefit obligation	$	112,765	$	107,563	$	119,033	$	105,079
Accumulated benefit obligation	$	110,721	$	105,758	$	118,210	$	104,217
Fair value of plan assets	$	98,968	$	58,768		—		—

The components of net periodic benefit cost and other amounts recognized in other comprehensive income (loss) were as follows:

	United States Plans								Non-United States Plans
	Year Ended December 31,								Year Ended December 31,
	2009			2008		2007			2009		2008		2007
	(Dollars in thousands)
Net periodic benefit cost:
Service cost	$	6,865		$	5,104	$	2,595		$	305	$	523	$	764
Interest cost		6,471			5,774		5,415			6,299		6,082		3,507
Expected return on plan assets		(6,089)			(6,887)		(6,169)			—		—		—
Amortization of prior service cost		583			464		452			—		—		—
Amortization of net actuarial loss (gain)		3,601			1,148		1,253			—		(160)		—
Net periodic benefit cost		11,431			5,603		3,546			6,604		6,445		4,271
Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
Net (gain) loss		(11,396	)		24,745		(1,122	)		—		477		(9,144	)
Net prior service cost		(367)			534		(186)			—		—		—
Total recognized in other comprehensive income (loss)		(11,763)			25,279		(1,308)			—		477		(9,144)
Total recognized in net periodic benefit cost and other comprehensive income (loss)	$	(332)		$	30,882	$	2,238		$	6,604	$	6,922	$	(4,873)
Weighted-average assumptions used to determine net periodic benefit cost for the year:
Discount rate		6.20%			6.25%		5.75%			6.20%		5.50%		4.5%
Expected return on plan assets		8.50%			8.50%		8.50%			—		—		—
Rate of compensation increase		3.75%			4%		4%			2%		2%		1.75%

34

The Company’s Benefit Plan Committee (“Committee”), under the guidance of the Company’s Board of Directors’ Nominating and Corporate Governance Committee, oversees investment matters related to all of the Company’s funded benefit plans. The Committee works with external actuaries and investment consultants on an ongoing basis to establish and monitor investment strategies and target asset allocations. Forecasted cash flows for plan liabilities are regularly updated based on annual valuation results. Target allocations are determined based upon an asset and liability study for each respective plan. The study is intended to reduce risk, provide long-term financial stability for the plan(s) and maintain funded levels which meet long-term plan obligations while preserving sufficient liquidity for near-term benefit payments.

In selecting the expected long-term rate of return on assets, the Committee considered the average rate of earnings expected on the classes of funds invested or to be invested to provide for the benefits of these plans. This included considering the trusts’ targeted asset allocation for the year and the expected returns likely to be earned over the next 20 years. The assumptions used for the return of each asset class are conservative when compared to long-term historical returns.

The Company’s pension plans’ weighted-average actual and targeted asset allocations by asset category were as follows:

	United States Plans
	December 31, 2009		December 31, 2008
	Actual	Target	Actual	Target
Asset category:
Equity securities	65%	65%	61%	65%
Debt securities	35%	35%	39%	35%
Total	100%	100%	100%	100%

The desired investment objective is a long-term real rate of return on assets that is approximately 6% greater than the assumed rate of inflation measured by the Consumer Price Index, currently assumed to be approximately 2.5%. The target rate of return for the plans has been based upon an analysis of historical returns supplemented with an economic and structural review of each asset class. The Committee realizes that market performance varies and that a 6% real rate of return may not be meaningful during some periods. The Committee also realizes that historical performance is no guarantee of future performance.

To achieve these goals, the minimum and maximum allocation ranges for fixed securities and equity securities are as follows:

	United States Plans
	Minimum		Maximum
Equity	61	%	69	%
Fixed	31	%	39	%
Cash equivalents	0	%	4	%

Investment in international oriented equity funds is limited to a maximum of 18.25% of the equity range.

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The Company’s current United States pension plan asset allocation is 65% equity investments and 35% fixed income investments. The equity investments portfolio consists of mutual funds invested in large-cap disciplined stocks (40%), small/mid cap stocks (9%), emerging market stocks (4%) and international stocks (12%). The fixed income portfolio consists of mutual funds invested in core fixed income bonds (28%), high yield bonds (3.5%) and emerging market debt (3.5%).

The following table summarizes the fair value of the Company’s United States pension plan assets by asset category at December 31, 2009 within the fair value hierarchy (for further level information, see Note A) (dollars in thousands):

Asset category	Level 1
Equities:
U.S. equity	$	48,672
International equity		15,991
Fixed income:
Long-term bonds (1)		34,305
Total	$	98,968

(1) This category represents investment grade and below investment grade bonds of United States and foreign issuers denominated in United States dollars from diverse industries.

Future contributions to the plans will be dependent on many factors, including the performance of existing plan assets and long-term discount rates.

The Company expects to contribute $11.2 million to its domestic pension plans and $7.1 million to its non-United States pension plans in 2010. Upon completion of an analysis of the funded status of the Company’s domestic pension plans, additional contributions may be made in 2010.

Estimated future benefit payments from the Company’s pension plans are as follows:

	United States Plans		Non-United States Plans
	(Dollars in thousands)
2010	$	9,459	$	7,066
2011	$	8,600	$	7,218
2012	$	9,635	$	7,379
2013	$	10,799	$	7,457
2014	$	11,041	$	7,834
2015-2019	$	65,343	$	39,487

The estimated net loss and prior service cost for the United States defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2010 are $2.3 million and $0.6 million, respectively. The estimated net gain for the non-United States defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2010 is zero.

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The Company has 401(k) Savings Plans available to substantially all United States employees. Matching employer contributions are made in accordance with plan provisions subject to certain limitations. Matching employer contributions made were $3.9 million, $3.9 million and $3.1 million for the years ended December 31, 2009, 2008 and 2007, respectively.

NOTE L – CALCULATION OF NET EARNINGS PER SHARE OF COMMON STOCK

Basic net earnings per share of common stock was computed by dividing net earnings by the weighted average number of shares of common stock outstanding. Diluted net earnings per share of common stock was computed by dividing net earnings by the weighted average number of shares of common stock outstanding after giving effect to dilutive securities. The reconciliation of the numerators and the denominators of the basic and diluted net earnings per share of common stock calculations were as follows:

	Year Ended December 31,
	2009		2008		2007
	(Dollars in thousands)
Net earnings	$	312,703	$	233,315	$	136,134
Weighted average shares outstanding		74,456,969		74,350,939		70,014,440
Basic net earnings per share	$	4.20	$	3.14	$	1.94
Weighted average shares outstanding		74,456,969		74,350,939		70,014,440
Effect of dilutive nonvested shares, stock appreciation rights and performance shares (1)		1,423,894		854,081		700,900
Weighted average shares outstanding – diluted		75,880,863		75,205,020		70,715,340
Diluted net earnings per share	$	4.12	$	3.10	$	1.93

(1) Grants of nonvested shares, stock appreciation rights and performance shares representing approximately an additional 586,000, 149,000 and zero shares for the years ended December 31, 2009, 2008 and 2007, respectively, were outstanding but were not included in the computation of diluted net earnings per share because their effect would have been antidilutive.

NOTE M – SEGMENT AND GEOGRAPHICAL INFORMATION

The Company has two reportable segments, surface mining and underground mining, which are based on the internal organization used by management for making operating decisions, measuring and evaluating financial performance, allocating resources, and based on the similarity of customers served, distinctive products and services, common use of facilities and economic results attained.

The accounting policies of the Company’s segments are the same as those described in Note A. The operating earnings of each segment do not include interest income, interest expense, other income and expense and a provision for income taxes. Corporate expenses consist primarily of costs related to employees who provide services across both of the Company’s segments. There are no significant intersegment sales. Identifiable assets are those used in the operations of each segment.

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Segment information was as follows:

	Year Ended December 31, 2009
	Sales		Operating Earnings			Depreciation and Amortization		Capital Expenditures		Total Assets
	(Dollars in thousands)
Surface mining	$	1,284,996	$	292,754		$	24,536	$	37,581	$	1,106,154
Underground mining		1,366,773		221,616			35,907		17,001		1,597,958
Total operations		2,651,769		514,370			60,443		54,582		2,704,112
Corporate		—		(39,117	)		—		—		—
Consolidated total	$	2,651,769		475,253			60,443	$	54,582	$	2,704,112
Interest income				(5,117	)		—
Interest expense				27,017			—
Other expense				6,085			3,384
Earnings before income taxes			$	447,268		$	63,827

	Year Ended December 31, 2008
	Sales		Operating Earnings			Depreciation and Amortization		Capital Expenditures		Total Assets
	(Dollars in thousands)
Surface mining	$	1,282,519	$	252,713		$	20,505	$	90,406	$	1,139,029
Underground mining		1,223,319		158,778			35,745		28,402		1,413,622
Total operations		2,505,838		411,491			56,250		118,808		2,552,651
Corporate		—		(28,860	)		—		—		—
Consolidated total	$	2,505,838		382,631			56,250	$	118,808	$	2,552,651
Interest income				(6,206	)		—
Interest expense				34,768			—
Other expense				3,071			3,071
Earnings before income taxes			$	350,998		$	59,321

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	Year Ended December 31, 2007
	Sales		Operating Earnings		Depreciation and Amortization		Capital Expenditures		Total Assets
	(Dollars in thousands)
Surface mining	$	927,101	$	165,238	$	16,829	$	81,169	$	781,123
Underground mining		686,290		18,269		37,790		15,712		1,287,089
Total operations		1,613,391		183,507		54,619		96,881		2,068,212
Corporate		—		(10,360)		—		—		—
Consolidated total	$	1,613,391		173,147		54,619	$	96,881	$	2,068,212
Interest income				(3,523)		—
Interest expense				27,718		—
Other expense				2,394		2,394
Earnings before income taxes			$	146,558	$	57,013

Sales information was as follows:

	Year Ended December 31,
	2009		2008		2007
	(Dollars in thousands)
Surface Mining:
Original equipment	$	534,463	$	622,904	$	398,662
Aftermarket parts and service		750,533		659,615		528,439
		1,284,996		1,282,519		927,101
Underground Mining:
Original equipment		821,019		737,554		448,252
Aftermarket parts and service		545,754		485,765		238,038
		1,366,773		1,223,319		686,290
Total:
Original equipment		1,355,482		1,360,458		846,914
Aftermarket parts and service		1,296,287		1,145,380		766,477
	$	2,651,769	$	2,505,838	$	1,613,391

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Financial information by geographical area is set forth in the following table. The sales amounts represent the product shipment destination and long-lived assets are based on the physical location of the assets. The amounts previously reported for 2008 and 2007 represented the sales originating in the respective geographic area.

Year Ended December 31,	Sales to External Customers		Long – Lived Assets
	(Dollars in thousands)
2009
United States	$	784,707	$	312,294
Africa		115,240		4,409
Australia		319,927		48,009
Chile		308,215		5,153
Canada		205,959		9,411
Germany		115,022		97,893
Other foreign		802,699		37,252
	$	2,651,769	$	514,421
2008
United States	$	670,270	$	299,867
Africa		127,524		2,762
Australia		292,022		39,891
Chile		216,527		4,324
Canada		255,938		11,058
Germany		104,777		95,226
Other foreign		836,780		35,268
	$	2,505,838	$	488,396
2007
United States	$	388,858	$	226,476
Africa		95,033		4,207
Australia		298,294		48,847
Chile		155,785		4,262
Canada		178,583		7,431
Germany		118,000		94,171
Other foreign		378,838		25,009
	$	1,613,391	$	410,403

The Company does not consider itself to be dependent upon any single customer or group of customers; however, on an annual basis a single customer may account for a large percentage of its sales, particularly original equipment sales. For the year ended December 31, 2009, one customer accounted for approximately 14% of the Company’s consolidated sales. For the years ended December 31, 2008 and 2007, no one customer accounted for more than 10% of the Company’s consolidated sales.

40

NOTE N – COMMITMENTS, CONTINGENCIES, CREDIT RISKS AND CONCENTRATIONS

Environmental

The Company’s operations and properties are subject to a broad range of federal, state, local and foreign laws and regulations relating to environmental matters, including laws and regulations governing discharges into the air and water, the handling and disposal of solid and hazardous substances and wastes, and the remediation of contamination associated with releases of hazardous substances at the Company’s facilities and at off-site disposal locations. These laws are complex, change frequently and have tended to become more stringent over time. Future events, such as required compliance with more stringent laws or regulations, more vigorous enforcement policies of regulatory agencies or stricter or different interpretations of existing laws, could require additional expenditures by the Company, which may be material.

Environmental problems have not interfered in any material respect with the Company’s manufacturing operations to date. The Company believes that its compliance with statutory requirements respecting environmental quality will not have a material adverse effect on its financial position, results of operations or cash flows, although no assurance to that effect can be given. The Company has an ongoing program to address potential environmental problems.

Certain environmental laws, such as the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), provide for strict, joint and several liability for investigation and remediation of spills and other releases of hazardous substances. Such laws may apply to conditions at properties currently or formerly owned or operated by an entity or its predecessors, as well as to conditions at properties at which wastes or other contamination attributable to an entity or its predecessors come to be located.

The Company has previously been named as a potentially responsible party under CERCLA and analogous state laws at other sites throughout the United States. The Company believes it has determined its remediation liabilities with respect to the sites discussed above and does not believe that any such remaining liabilities, if any, either individually or in the aggregate, will have a material effect on its financial position, results of operations or cash flows, although no assurance to that effect can be given. The Company may incur additional liabilities with respect to these sites in the future, the costs of which could be material, and may incur remediation liability in the future with respect to sites formerly or currently owned or operated by the Company or with respect to off-site disposal locations, the costs of which could be material.

Over the past three years, expenditures for ongoing compliance, remediation, monitoring and cleanup have been immaterial. While no assurance can be given, the Company believes that expenditures for compliance and remediation will not have a material effect on its financial position, results of operations or cash flows, although no assurance to that effect can be given.

41

Product Warranty

The Company recognizes the cost associated with its warranty policies on its products as revenue is recognized. The amount recognized is based on historical experience. Changes in accrued warranty costs were as follows:

	2009			2008
	(Dollars in thousands)
Balance at January 1	$	53,586		$	70,909
Acquired balance		—			675
Provisions		32,831			16,715
Settlements		(29,563	)		(20,211	)
Changes in liability for pre-existing warranties, net		(10,060	)		(9,959	)
Foreign currency translation		2,648			(4,543	)
Balance at December 31	$	49,442		$	53,586

Product Liability

The Company is subject to numerous product liability claims, many of which relate to products no longer manufactured by the Company or its subsidiaries, and other claims arising in the ordinary course of business in federal and state courts. Such claims are generally related to property damage and to personal injury. The Company’s products are operated by its employees and its customers’ employees and independent contractors at various work sites in the United States and abroad. In the United States, workers’ claims against employers related to workplace injuries are generally limited by state workers’ compensation statutes, but such limitations do not apply to equipment suppliers. The Company has insurance covering most of these claims and has various limits of liability depending on the insurance policy year in question. At the time a liability associated with a claim becomes probable and can be reasonably estimated, the Company accrues for the liability by a charge to earnings. For all other cases, an estimate of the costs associated with the matters cannot be made due to the inherent uncertainties in the litigation process; however, the Company believes that the final resolution of these claims and other similar claims which are likely to arise in the future will not individually or in the aggregate have a material effect on its financial position, results of operations or cash flows, although no assurance to that effect can be given.

Asbestos Liability

The Company has been named as a co-defendant in numerous personal injury liability cases alleging damages due to exposure to asbestos and other substances. The Company has insurance covering most of these cases and has various limits of liability depending on the insurance policy year in question. At the time a liability associated with a case becomes probable and can be reasonably estimated, the Company accrues for the liability by a charge to earnings. For all other cases, an estimate of the costs associated with the matters cannot be made due to the inherent uncertainties in the litigation process; however, the Company does not believe that these costs will have a material effect on its financial position, results of operations or cash flows, although no assurance to that effect can be given.

42

The reconciliation of claims was as follows:

	2009		2008
Number of claims pending at January 1	309		299
New claims filed	26		30
Claims dismissed, settled or resolved	(32	)	(20	)
Number of claims pending at December 31	303		309

The average claim settlement amount was immaterial in both years.

Other Litigation

The Company is involved in various other litigation arising in the normal course of business. The Company does not believe that its recovery or liability, if any, under any such pending litigation will have a material effect on the its financial position, results of operations or cash flows, although no assurance to that effect can be given.

Commitments

The Company has obligations under various operating leases and rental and service agreements. The expense relating to these agreements was $21.0 million, $26.1 million and

$17.0 million for the years ended December 31, 2009, 2008 and 2007, respectively. Future minimum annual payments under non-cancelable agreements are as follows (dollars in thousands):

Year	Amount
2010	$	14,138
2011		11,079
2012		5,538
2013		3,665
2014		3,472
After 2014		11,406
	$	49,298

Credit Risks

A significant portion of the Company’s sales are to customers whose activities are related to the coal, copper, oil sands and iron ore mining industries, including some who are located in foreign countries. The Company generally extends credit to these customers and, therefore, collection of receivables may be affected by the mining industry economy and the economic conditions in the countries where the customers are located. However, the Company closely monitors extension of credit and has not experienced significant credit losses. Also, most foreign sales are made to large, well-established companies. The Company generally requires letters of credit on sales to smaller foreign companies.

43

Concentrations

The Company currently purchases alternating current drives and other electrical parts, an important component of its equipment, from Siemens Energy & Automation, Inc. (“Siemens”). The loss of Siemens, the Company’s only critical sole source supplier, could cause a delay in manufacturing and a possible loss of sales, which could have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company currently purchases motors, an important component of its room and pillar equipment, from one supplier. The loss of this supplier could cause a delay in manufacturing due to the time required to have motors of a new supplier approved and certified by the Mine Safety and Health Administration. The loss of this supplier could also result in a possible loss of sales, which could have a material adverse effect on the Company’s financial position, results of operations or cash flows.

NOTE O – QUARTERLY RESULTS (UNAUDITED)

Certain unaudited quarterly financial results were as follows:

	Quarter Ended at End of
	March		June		September		December
	(Dollars in thousands, except per share amounts)
Sales:
2009	$	605,744	$	724,436	$	675,767	$	645,822
2008	$	516,981	$	621,008	$	646,002	$	721,847
Gross profit:
2009	$	170,185	$	205,262	$	223,843	$	206,309
2008	$	141,585	$	174,096	$	182,331	$	184,491
Net earnings:
2009	$	56,901	$	82,280	$	92,067	$	81,455
2008	$	41,081	$	62,317	$	64,167	$	65,750
Basic net earnings per common share:
2009	$	0.76	$	1.11	$	1.24	$	1.09
2008	$	0.55	$	0.84	$	0.86	$	0.88
Weighted average shares outstanding-basic (in thousands):
2009		74,451		74,454		74,459		74,463
2008		74,340		74,343		74,340		74,386
Diluted net earnings per common share:
2009	$	0.76	$	1.08	$	1.21	$	1.07
2008	$	0.55	$	0.83	$	0.85	$	0.88
Weighted average shares outstanding-diluted (in thousands):
2009		74,956		76,012		76,191		76,345
2008		72,205		75,272		75,266		75,065
Dividends per common share:
2009	$	0.025	$	0.025	$	0.025	$	0.025
2008	$	0.025	$	0.025	$	0.025	$	0.025

44

NOTE P – SUBSEQUENT EVENTS

On February 19, 2010 the Company completed its acquisition of the mining equipment business (“Terex Mining”) of Terex Corporation for $1.0 billion in cash and 5,809,731 shares of the Company’s common stock. Terex Mining is a worldwide manufacturer of hydraulic excavators, off-highway haul trucks and drills, which are complementary to the Company’s existing product lines. As a result of this acquisition, the Company has significantly expanded its product portfolio, which will allow it to compete in a larger portion of the mining machinery market. The Company believes that this expanded product portfolio will make it the premier supplier of mining equipment.

The Company entered into an amendment to its existing credit agreement to provide for an additional new secured term loan of $1.0 billion and $167.5 million of revolving credit facilities to fund the cash portion of the purchase price for Terex Mining and provide the Company with a new revolving credit facility to support its future working capital needs, operating needs and capital expenditure plan.

The initial accounting for this acquisition has not yet been completed due to the proximity of the acquisition to the filing date of the Company’s 2009 financial statements. The February 19, 2010 balance sheet of Terex Mining was not available as of the filing date which precluded disclosures regarding the fair value of assets acquired, liabilities assumed and goodwill. Any goodwill that results from this transaction is expected to be assigned primarily to the Company’s surface mining segment.

The Company has evaluated subsequent events after the balance sheet date through February 26, 2010, the financial statements issuance date, for appropriate accounting and disclosure.

45

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Bucyrus International, Inc.:

We have audited the accompanying consolidated balance sheets of Bucyrus International, Inc. and subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of earnings, comprehensive income, common stockholders’ investment, and cash flows for each of the three years in the period ended December 31, 2009. We also have audited the Company’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, 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 these financial statements and an opinion on the Company’s internal control over financial reporting 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 and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel 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.

46

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bucyrus International, Inc. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin

February 26, 2010

47

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Board of Directors and Stockholders of

Bucyrus International, Inc.:

The management of Bucyrus International, Inc. and its subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities and Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer and Secretary, assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Company’s management has concluded that, as of December 31, 2009, the Company’s internal control over financial reporting was effective based on those criteria.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009, which is included herein.

/s/ Timothy W. Sullivan

President and Chief Executive Officer

February 26, 2010

/s/ Craig R. Mackus

Chief Financial Officer and Secretary

February 26, 2010

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Bucyrus International, Inc.^®

Management Discussion & Analysis

and

Other Financial Information

SELECTED CONSOLIDATED FINANCIAL DATA (1)

	2009		2008		2007		2006		2005
	(Dollars in thousands, except per share amounts)
Statement of Earnings Data:
Sales	$	2,651,769	$	2,505,838	$	1,613,391	$	738,050	$	575,042
Net earnings	$	312,703	$	233,315	$	136,134	$	70,344	$	53,559
Net earnings per share of common stock (2) :
Basic	$	4.20	$	3.14	$	1.94	$	1.12	$	0.88
Diluted	$	4.12	$	3.10	$	1.93	$	1.12	$	0.86
Cash dividends declared per common share (2)	$	0.10	$	0.10	$	0.10	$	0.0942	$	0.0765
Balance Sheet Data (end of year):
Total assets	$	2,704,112	$	2,552,651	$	2,068,212	$	600,712	$	491,967
Long-term liabilities, including long-term debt	$	779,926	$	772,831	$	738,566	$	134,450	$	115,799

(1) The financial data presented above includes the results of operations for our underground mining segment subsequent to May 4, 2007, the date we acquired DBT GmbH.

(2) Previously reported net earnings per share and cash dividends have been adjusted to reflect the three-for-two and two-for-one split of our common stock in 2006 and 2008, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis and information contained elsewhere in this report contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the use of predictive, future tense or forward looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “intends,” “may,” “will” or similar terms. We caution that any such forward-looking statements are not guarantees of our future performance and involve significant risks and uncertainties, and that actual results may differ materially from those contained in the forward-looking statements as a result of various factors, which are more fully described under Item 1A – Risk Factors in this 2009 Form 10-K.

Business

Terex Mining Acquisition

On February 19, 2010, we completed the acquisition of the mining equipment business (“Terex Mining”) from Terex Corporation for $1.0 billion in cash and 5,809,731 shares of our common stock, subject to certain post-closing net assets, net debt and other adjustments. Terex Mining is a worldwide manufacturer of hydraulic excavators, off-highway haul trucks and drills, which are complementary to our existing product lines. As a result of this acquisition, we have significantly expanded our product portfolio, which will allow us to compete in a larger portion of the mining machinery market. We believe that this expanded product portfolio will make us the premier supplier of mining equipment.

Also on February 19, 2010, we entered into an amendment to our existing credit agreement to provide for an additional new secured term loan of $1.0 billion and $167.5 million of additional revolving credit facilities to fund the cash portion of the purchase price for Terex Mining and provide us with new revolving credit facilities to support our future working capital needs and capital expenditure plan.

Terex Mining Acquisition Rationale

We expect that our acquisition of Terex Mining will make us the premier supplier of mining equipment. We believe that this acquisition will allow us to (i) expand our global geographic footprint since there is little geographic overlap between our current operations and the operations of Terex Mining; (ii) diversify our product portfolio across a broader range of commodities; (iii) double our potential market to approximately $30 billion; and (iv) utilize the services of an expanded team of approximately 10,000 employees and contract employees in nearly 100 locations around the world as of the date of the acquisition.

Strategic and Financial Benefits of the Acquisition of Terex Mining

Enhanced Scale and Scope. Terex Mining produces the world’s largest hydraulic excavators, rugged haul trucks, advanced drilling machines and highwall mining systems. Terex Mining has 38 facilities around the world with approximately 2,100 employees. As a result of this acquisition, we have expanded our product offering into the growing hydraulic excavator market, as well as the truck and hydraulic track drill product categories.

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Diversified Customer, Commodities and Geographic End Markets. We expect to benefit from Terex Mining’s strong presence in the Asia Pacific (“APAC”) region. With this acquisition, our sales in the APAC region are expected to increase. We will also be able to diversify our overall commodity exposure by reducing our percentage of total sales generated by coal-related mining equipment and increasing our percentage of total sales generated by iron ore related mining equipment.

Aftermarket Revenue Opportunities. The acquisition of Terex Mining should also generate additional aftermarket revenue opportunities. As a result of this acquisition, our installed base of machinery has grown from approximately $30 billion to approximately $40 billion. With a broader product portfolio, we expect an increase in opportunities for aftermarket parts and services.

Incremental Access to Growing Economies. The acquisition of Terex Mining has increased our access to growing economies. Terex Mining is well positioned in the fast-growing, developing countries of Brazil, Russia, India and China. In the surface mining market, Terex Mining has been successful in China and Indonesia, regions where we currently have little to no market share on a standalone basis.

Significant Synergy Potential. The acquisition of Terex Mining should allow us to benefit from synergies and enhance our earnings potential in 2010. We expect to be able to realize over $100 million in annual run-rate operating synergies, which we believe may be achievable by 2012. A substantial portion of these synergies are expected to result from the integration of our global manufacturing facilities and leveraging manufacturing centers of excellence, as well as the integration of market distribution, engineering and product development resources. Additional cost savings are expected to be realized through the integration of management functions and reducing purchasing expenses, similar to our successful integration of DBT GmbH following its acquisition in May 2007.

Cultural Similarities. The culture across the mining industry is both universal and unique. We expect that the established culture at Terex Mining will blend well with ours and help facilitate the integration process.

Company Overview

We are a leading designer and manufacturer of safe and highly productive mining equipment for the extraction of coal, copper, oil sands, iron ore and other minerals in major mining centers throughout the world. In addition to the manufacture of original equipment, we also provide the aftermarket replacement parts and service for this equipment. We operate in two business segments: surface mining (including the principal products of Terex Mining) and underground mining. All of our products and services, except those acquired as part of the acquisition of Terex Mining, are marketed under the Bucyrus name. We have manufacturing facilities in Australia, China, the Czech Republic, Germany, Mexico, the United Kingdom and the United States, and service and sales centers in Australia, Brazil, Canada, Chile, China, England, India, Indonesia, Mexico, Peru, Russia, South Africa and the United States. The largest markets for our surface mining original equipment and aftermarket parts and service have historically been in Australia, Canada, China, India, South Africa, South America and the United States. We expect these markets to continue to be our largest surface mining equipment markets and we expect growth in the Russian and Indonesian markets. The

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largest markets for our underground mining original equipment and aftermarket parts and service have historically been in the United States, Germany, Australia and China. We expect these markets, except for Germany, to continue to be our largest underground mining equipment markets, and we expect growth in the Russian, Eastern European and Indian markets.

The market for our original equipment is closely correlated with customer expectations of sustained strength in prices of mined commodities. Growth in demand for these commodities is a function of, among other things, economic activity, population increases and continuing improvements in standards of living in many areas of the world. Market prices for coal, copper, iron ore and oil generally were weak for the first half of 2009. However, the global economic downturn that started in the latter part of 2008 began to improve during the second half of 2009, causing commodity prices to stabilize and then improve during the second half of 2009. Global economic conditions and the conditions of global financial markets negatively impacted capital spending by our customers in both of our segments in 2009.

As of December 31, 2009, we expect to see growth in commodity demand in 2010 as the global economic environment begins to improve; however, we cannot accurately predict the future demand for, or price of, commodities. The condition of the global financial markets and availability of credit impacts the capital spending by our customers in all regions of the world and in both of our segments. The growth in commodities and improved global economic activity may increase capital spending by major mining companies in 2010.

Our aftermarket parts and service sales tend to be less cyclical than our original equipment sales. Our original equipment is typically kept in continuous operation by our customers for four to 40 years, requiring regular maintenance and repair throughout its productive life. The market for our aftermarket parts and service is closely correlated with the growth of the gross domestic product (“GDP”). Global economic development, the industrialization of Brazil, Russia, India and China and continued government economic stimulus may contribute to improved GDP growth in 2010 compared to 2009.

The size of our installed base of surface and underground mining original equipment at December 31, 2009 was approximately $20 billion (increasing to approximately $30 billion with the acquisition of Terex Mining) and $10 billion, respectively, based on estimated replacement value, compared to approximately $18 billion and $10 billion for surface and underground mining, respectively, at December 31, 2008. This installed base of original equipment provides the foundation for our future aftermarket activities. Our ability to provide on-time delivery of reliable parts and prompt service are also important drivers of our aftermarket sales.

A substantial portion of our sales and operating earnings is attributable to our operations located outside the United States. We generally sell our surface mining original equipment, including that sold directly to foreign customers, and most of our aftermarket parts in either United States dollars or euros. Our underground mining original equipment is generally sold in either United States dollars or euros. A portion of our aftermarket parts sales is denominated in the currency of the country in which our products are sold. Aftermarket services are paid for primarily in local currency, which is naturally hedged by our payment of local labor in local currency.

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In our surface mining segment, activity for electric mining shovels and blasthole drills increased late in the fourth quarter of 2009, primarily as a result of increased demand for copper in South America, oil sands in Canada and iron ore in Brazil and Australia. As of December 31, 2009, we had strong activity in the South American market and continued to have a high level of activity in the Indian and Chinese markets; however, due to current political conditions, these two markets are expected to remain inconsistent. As of December 31, 2009, we expect our activity for electric mining shovels and blasthole drills to increase in 2010 as forecasted strength in commodity prices are expected to continue to increase our customers’ capital budgets. Activity for draglines in 2009 was lower than in prior years and duration of the quoting process and timing of decisions continues to be long.

Conditions for our surface mining segment aftermarket parts and service improved in 2009 and were strong in all markets except for the United States coal market as compared to 2008. However, we have been able to maintain consistent quoting levels in all markets. Activity in the Chilean market had the most improvement in 2009 as a result of the increased price of copper, decrease in yields and the increasing age of our customers’ fleets. As of December 31, 2009, we expect the activity for our surface mining aftermarket parts and services to continue to increase in 2010, including in the United States market.

In our underground mining segment, activity for longwall and room and pillar equipment continues to be impacted by decreased coal demand, particularly in the United States. As of December 31, 2009, we expect some improvement in all markets, particularly China.

Demand for coal and coal prices are impacting aftermarket parts and service levels in our underground mining segment, particularly in the eastern region of the United States. As of December 31, 2009, we expect activity for our underground mining aftermarket parts and services to increase in the United States, European and Russian markets.

Installed Base

Our total original equipment installed base of approximately $30 billion (increasing to approximately $40 billion with the acquisition of Terex Mining), based on estimated replacement value, at December 31, 2009, which includes approximately $20 billion of surface mining original equipment and approximately $10 billion of underground mining original equipment, provides the foundation for our future aftermarket sales. Over the life of certain machines, customer purchases of aftermarket parts can exceed the original purchase price of the machine. Additionally, we generally realize higher gross margins on sales of our aftermarket parts than on sales of our original equipment. Moreover, because our machines tend to operate continuously in all market conditions, with expected lives ranging from approximately four to 40 years, and have predictable parts and maintenance needs, our aftermarket business has historically been more stable and predictable than the market for our original equipment, which is closely correlated with expectations of sustained strength in commodity markets.

Backlog and New Orders

Our backlog level, which represents unfilled orders for our products and services, allows us to more accurately forecast our upcoming sales and plan our production accordingly. Our backlog also provides us with a relatively predictable level of expected 2010

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sales and cash flows. Due to the high cost of some of our original equipment, our backlog is subject to volatility, particularly over relatively short periods. A portion of our backlog is related to multi-year contracts that will generate revenue in future years. Our backlog at December 31, 2009 and December 31, 2008, as well as the portion of our backlog which was expected to be recognized within 12 months of these dates, was as follows:

	December 31,				% Change
	2009		2008
	(Dollars in thousands)
Surface Mining:
Total	$	1,062,977	$	1,367,242	(22.3	%)
Next 12 months	$	641,599	$	906,884	(29.3	%)
Underground Mining:
Total	$	816,543	$	1,135,212	(28.1	%)
Next 12 months	$	616,784	$	806,074	(23.5	%)
Total:
Total	$	1,879,520	$	2,502,454	(24.9	%)
Next 12 months	$	1,258,383	$	1,712,958	(26.5	%)

We have transferred certain original equipment orders previously scheduled to ship in 2009 to our 2010 shipping schedule due to the delay of capital equipment expenditures by certain of our large multinational customers. Through December 31, 2009, we transferred approximately $200 million of planned 2009 original equipment shipments to 2010, primarily at the request of certain of our customers. These transfers of orders caused an increase in our working capital during 2009.

Cancellations of orders in our December 31, 2008 backlog were not significant in 2009.

Terex Mining’s backlog at December 31, 2009 was $194.1 million.

New orders were as follows:

	Year Ended December 31,
	2009		2008		% Change
	(Dollars in thousands)
Surface Mining:
Original equipment	$	330,402	$	948,334	(65.2	%)
Aftermarket parts and service		650,329		896,646	(27.5	%)
		980,731		1,844,980	(46.8	%)
Underground Mining:
Original equipment		525,150		1,148,357	(54.3	%)
Aftermarket parts and service		522,954		573,701	(8.8	%)
		1,048,104		1,722,058	(39.1	%)
Total:
Original equipment		855,552		2,096,691	(59.2	%)
Aftermarket parts and service		1,173,283		1,470,347	(20.2	%)
	$	2,028,835	$	3,567,038	(43.1	%)

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The decrease in surface mining original equipment new orders for the year ended December 31, 2009 compared to the year ended December 31, 2008 was primarily due to a decline in new orders for electric mining shovels and draglines. One new dragline order was received in 2008 compared to none in 2009. Capital spending by our customers in 2009 was negatively impacted by the effect of global economic conditions on commodities and credit markets.

Surface mining aftermarket parts and service new orders for the year ended December 31, 2009 declined in most markets compared to the year ended December 31, 2008 as a result of current global economic conditions with the largest declines being in the United States and Chilean markets; however, new orders increased in certain smaller markets. Included in surface mining aftermarket parts and service new orders for 2009 was $32.7 million related to multi-year contracts that will generate revenue in future years compared to $281.5 million for 2008. Multi-year contracts vary in size and are not typically received on a regular basis.

Total surface mining new orders for the year ended December 31, 2009 were negatively impacted by approximately $11 million due to the effect of the stronger U.S. dollar on orders denominated in foreign currencies compared to 2008.

The decrease in underground mining original equipment new orders for the year ended December 31, 2009 compared to the year ended December 31, 2008 was primarily due to the sale of five longwall systems to a customer in the Czech Republic in the first quarter of 2008 and the conversion of several existing longwall systems to Bucyrus wide-face conveyor systems in the United States market in 2008 that were not repeated in 2009, as well as reduced room and pillar new orders. All product lines were negatively impacted in 2009 as a result of global economic conditions.

The decrease in underground mining aftermarket parts and service new orders for the year ended December 31, 2009 compared to the year ended December 31, 2008 was primarily in the United States, Australian and South African markets as a result of global economic conditions.

Total underground mining new orders for the year ended December 31, 2009 were negatively impacted by approximately $45 million due to the effect of the stronger U.S. dollar on orders denominated in foreign currencies compared to 2008.

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Results of Operations

2009 Compared to 2008

	Year Ended December 31,
	2009				2008
	Amount		% of Sales		Amount		% of Sales
	(Dollars in thousands, except per share amounts)
Sales	$	2,651,769	—		$	2,505,838	—
Gross profit	$	805,599	30.4	%	$	682,503	27.2	%
Selling, general and administrative expenses	$	269,539	10.2	%	$	243,932	9.7	%
Operating earnings	$	475,253	17.9	%	$	382,631	15.3	%
Net earnings	$	312,703	11.8	%	$	233,315	9.3	%
Fully diluted net earnings per share	$	4.12	N/A		$	3.10	N/A

Sales

Sales consisted of the following:

	Year Ended December 31,				% Change
	2009		2008
	(Dollars in thousands)
Surface Mining:
Original equipment	$	534,463	$	622,904	(14.2	%)
Aftermarket parts and service		750,533		659,615	13.8	%
		1,284,996		1,282,519	0.2	%
Underground Mining:
Original equipment		821,019		737,554	11.3	%
Aftermarket parts and service		545,754		485,765	12.3	%
		1,366,773		1,223,319	11.7	%
Total:
Original equipment		1,355,482		1,360,458	(0.4	%)
Aftermarket parts and service		1,296,287		1,145,380	13.2	%
	$	2,651,769	$	2,505,838	5.8	%

The decrease in surface mining original equipment sales for the year ended December 31, 2009 compared to the year ended December 31, 2008 was primarily due to decreased electric mining shovels sales, which was partially offset by increased revenue from the manufacture and assembly of walking draglines for customers in Australia and Canada.

The increase in surface mining aftermarket parts and service sales for the year ended December 31, 2009 compared to the year ended December 31, 2008 was in most markets,

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with the largest increase being in the Chilean market. The increase in the Chilean market was primarily due to improved copper prices and increased machine utilization by some of our customers in this region. The increase in other markets was generally due to increased parts sales for original equipment sold in prior periods. Sales in the United States market for 2009 approximated 2008 levels. Total surface mining sales were negatively impacted by approximately $21 million for the year ended December 31, 2009 due to the effect of the U.S. dollar on sales denominated in foreign currencies compared to 2008.

The increase in underground mining original equipment for the year ended December 31, 2009 compared to the year ended December 31, 2008 was primarily due to increased longwall sales to customers in the United States and the Czech Republic and increased sales of room and pillar equipment to customers in China.

The increase in underground mining aftermarket parts and service sales for the year ended December 31, 2009 compared to the year ended December 31, 2008 was primarily in the United States and Eastern European markets. Many of the longwall replacement projects in the United States were ordered in 2008 as a result of mine conditions making it more economical to extend the lives of existing longwall systems instead of buying new systems. Total underground mining sales were negatively impacted by approximately $26 million for the year ended December 31, 2009 due to the effect of the U.S. dollar on sales denominated in foreign currencies compared to 2008.

Gross Profit

Gross profit and gross margin were as follows:

	Year Ended December 31,				% Change
	2009		2008
	(Dollars in thousands)
Gross profit	$	805,599	$	682,503	18.0%
Gross margin		30.4%		27.2%	N/A

Gross profit was affected by purchase accounting adjustments (primarily to inventory and fixed assets) as a result of the acquisition of DBT in 2007 as follows:

	Year Ended December 31,
	2009			2008
	(Dollars in thousands)
(Increase) decrease due to purchase accounting adjustments	$	(2,360	)	$	10,777
Gross margin increase (reduction)		0.1%			(0.4%	)

The DBT purchase accounting adjustment related to inventory was fully amortized as of December 31, 2008.

The increase in gross profit for the year ended December 31, 2009 compared to the year ended December 31, 2008 was primarily due to the mix of original equipment sales and higher aftermarket sales in our surface mining segment and increased sales in our

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underground mining segment. Excluding the effect of the DBT purchase accounting adjustments, gross margin for the year ended December 31, 2009 was 30.3% of sales compared to 27.6% of sales for the year ended December 31, 2008. The increase in gross margin for 2009 compared to 2008 was primarily due to improved efficiencies in our manufacturing operations, higher aftermarket sales, which generally have higher gross margins than our original equipment sales, and raw material cost reductions. Subcontract work was moved back into certain of our manufacturing facilities, which also favorably impacted gross margin. Original equipment sales, which generally have lower gross margins than aftermarket sales, were 42% of our total surface mining sales for 2009 compared with 49% for 2008, and were 60% of our total underground mining sales for 2009 and 2008.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were as follows:

	Year Ended December 31,				% Change
	2009		2008
	(Dollars in thousands)
Selling, general and administrative expenses	$	269,539	$	243,932	10.5	%
Percent of sales		10.2%		9.7%	N/A

Selling, general and administrative expenses for the year ended December 31, 2009 included $11.9 million of stock-based compensation expense, $5.7 million of severance expense and $4.6 million of acquisition expense compared to $7.1 million of stock-based compensation expense, $0.5 million of severance income and $0.3 million of acquisition expense for the year ended December 31, 2008. Selling, general and administrative expenses for 2009 also included a $3.3 million loss on the sale of certain assets in Poland. The acquisition expense for 2009 primarily related to the acquisition of Terex Mining. A significant portion of the costs related to the acquisition of Terex Mining will be expensed in 2010.

Research and Development Expenses

Research and development expenses were as follows:

	Year Ended December 31,				% Change
	2009		2008
	(Dollars in thousands)
Research and development expenses	$	41,908	$	36,550	14.7	%
Percent of sales		1.6%		1.5%	N/A

The aggregate dollar increase was primarily due to increased spending for enhancements to all of our product lines. We expect research and development expenses to approximate 1.7% to 1.8% of sales in 2010, excluding the acquisition of Terex Mining.

Amortization of Intangible Assets

Amortization of intangible assets acquired in the DBT acquisition was $17.2 million for the year ended December 31, 2009, compared to $17.9 million for the year ended

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December 31, 2008. Amortization of intangible assets acquired in the DBT acquisition is expected to be approximately $4.2 million per quarter through April 2019.

Operating Earnings

Operating earnings were as follows:

	Year Ended December 31,						% Change
	2009			2008
	(Dollars in thousands)
Surface mining	$	292,754		$	252,713		15.8	%
Underground mining		221,616			158,778		39.6	%
Total operations		514,370			411,491		25.0	%
Corporate		(39,117	)		(28,860	)	35.5	%
Consolidated total	$	475,253		$	382,631		24.2	%

The increase in operating earnings was primarily due to increased gross profit due to the mix of original equipment sales and higher aftermarket sales in our surface mining segment and increased sales in our underground mining segment, partially offset by increased selling, general and administrative expenses. The increase in operating earnings for our underground mining segment were reduced by purchase accounting adjustments related to the acquisition of DBT of $3.1 million and $27.9 million for the years ended December 31, 2009 and 2008, respectively.

Interest Expense

Interest expense was $27.0 million for the year ended December 31, 2009 compared to $34.8 million for the year ended December 31, 2008. The decrease in interest expense in 2009 was primarily due to lower interest rates on our term loan debt.

Income Tax Expense

Income tax expense for the year ended December 31, 2009 was $134.6 million, or 30.1% of pre-tax earnings, compared to $117.7 million, or 33.5% of pre-tax earnings, for the year ended December 31, 2008. The rate decrease in 2009 compared to 2008 was primarily due to a favorable earnings mix and the reversal of $4.5 million of valuation allowance reserves in connection with the reorganization of certain international operations. We anticipate an effective tax rate of approximately 32% in 2010, including the acquisition of Terex Mining.

Other Expense

Other expense for the year ended December 31, 2009 was $6.1 million compared to $3.1 million for the year ended December 31, 2008. The increase in 2009 was primarily due to $2.7 million of losses that were reclassified from accumulated other comprehensive income into earnings due to the discontinuance of cash flow hedges. The cash flow hedges were concurrently settled and extended because an original forecasted event did not occur within the original specified time period as a result of customer requested delays of two orders in our underground mining segment. We anticipate that the losses will be recovered in 2010 when the hedges mature.

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Net Earnings

Net earnings were as follows:

	Year Ended December 31,				% Change
	2009		2008
	(Dollars in thousands, except per share amounts)
Net earnings	$	312,703	$	233,315	34.0	%
Fully diluted net earnings per share	$	4.12	$	3.10	32.9	%

Net earnings were reduced (increased) by amortization of purchase accounting adjustments related to the acquisition of DBT as follows:

	Year Ended December 31,
	2009			2008
	(Dollars in thousands)
Inventory fair value adjustment charged to cost of product sold	$	—		$	12,088
Amortization of intangible assets		17,216			17,850
Depreciation of fixed assets		(3,235	)		(1,992	)
Operating earnings		13,981			27,946
Income tax benefit		5,127			9,158
Total	$	8,854		$	18,788

2008 Compared to 2007

Our 2007 results of operations for our underground mining segment were for the period of May 4, 2007, the date we acquired DBT, through December 31, 2007. As a result of this shortened reporting period for 2007, comparisons of our underground mining segment results for 2007 may not be particularly meaningful compared to 2008.

	Year Ended December 31,
	2008			2007
	Amount		% of Sales	Amount		% of Sales
	(Dollars in thousands, except per share amounts)
Sales	$	2,505,838	—	$	1,613,391	—
Gross profit	$	682,503	27.2%	$	408,325	25.3%
Selling, general and administrative expenses	$	243,932	9.7%	$	185,639	11.5%
Operating earnings	$	382,631	15.3%	$	173,147	10.7%
Net earnings	$	233,315	9.3%	$	136,134	8.4%
Fully diluted net earnings per share	$	3.10	N/A	$	1.93	N/A

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Sales

Sales consisted of the following:

	Year Ended December 31,				% Change
	2008		2007
	(Dollars in thousands)
Surface Mining:
Original equipment	$	622,904	$	398,662	56.2	%
Aftermarket parts and service		659,615		528,439	24.8	%
		1,282,519		927,101	38.3	%
Underground Mining:
Original equipment		737,554		448,252	64.5	%
Aftermarket parts and service		485,765		238,038	104.1	%
		1,223,319		686,290	78.3	%
Total:
Original equipment		1,360,458		846,914	60.6	%
Aftermarket parts and service		1,145,380		766,477	49.4	%
	$	2,505,838	$	1,613,391	55.3	%

The increase in surface mining sales for the year ended December 31, 2008 compared to the year ended December 31, 2007 was the result of the strength of new orders in 2008 for our products and services throughout the world and the positive impact of the substantially completed capacity improvements at our principal surface mining manufacturing facility in South Milwaukee, Wisconsin. The high demand for our surface mining products and services was driven by high global commodity prices during the first three quarters of 2008. The increase in surface mining original equipment sales was primarily in electric mining shovels and draglines. The increase in surface mining aftermarket parts and service sales was in nearly all global markets. The capacity expansion of our South Milwaukee, Wisconsin facilities was substantially completed in 2008, which increased our annual shovel production capacity to at least 24 electric mining shovels and almost doubled annual manufactured parts capacity from 2006 levels.

The increase in underground mining sales for 2008 was primarily due to the inclusion of a full year of our underground mining segment’s results. The additional increase in both original equipment and aftermarket parts and service reflected the strong global demand for coal and strong coal prices throughout most of 2008. The increase in underground mining original equipment sales was in both the longwall and room and pillar product lines. The increase in underground mining aftermarket sales was primarily due to the strong global demand for high productivity longwall mining parts in connection with start-ups of new longwalls and major expansions of existing longwalls.

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Gross Profit

Gross profit and gross margin were as follows:

	Year Ended December 31				% Change
	2008		2007
	(Dollars in thousands)
Gross profit	$	682,503	$	408,325	67.2%
Gross margin		27.2%		25.3%	N/A

Gross profit was reduced by purchase accounting adjustments (primarily to inventory) as a result of the acquisition of DBT in 2007 as follows:

	Year Ended December 31,
	2008		2007
	(Dollars in thousands)
Decrease due to purchase accounting adjustments	$	10,777	$	22,250
Gross margin reduction		0.4%		1.4%

The purchase accounting adjustment related to inventory was fully amortized as of December 31, 2008.

The increase in gross profit for the year ended December 31, 2008 compared to the year ended December 31, 2007 was primarily due to the inclusion of a full year of our underground mining segment’s results and increased surface mining sales. The availability of raw materials and raw material cost increases have not had a significant effect on gross margin or operating performance. Original equipment sales, which generally have lower gross margins than aftermarket sales, were 49% of our total surface mining sales for 2008 compared with 43% for 2007, and were 60% of our total underground mining sales for 2008 compared with 65% for 2007.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were as follows:

	Year Ended December 31,				% Change
	2008		2007
	(Dollars in thousands)
Selling, general and administrative expenses	$	243,932	$	185,639	31.4%
Percent of sales		9.7%		11.5%	N/A

The aggregate dollar increase for the year ended December 31, 2008 compared to the year ended December 31, 2007 was primarily due to the acquisition of DBT in May 2007. The upgrade of the SAP computer software in our underground mining segment was completed in 2008. The cost of this upgrade was $2.6 million and $0.4 million for the years ended December 31, 2008 and 2007, respectively. Expenses for 2007 include certain one-time costs related to the integration of DBT, which increased selling, general and administrative expenses as a percent of sales.

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Research and Development Expenses

Research and development expenses were as follows:

	Year Ended December 31,				% Change
	2008		2007
	(Dollars in thousands)
Research and development expenses	$	36,550	$	20,358	79.5%
Percent of sales		1.5%		1.3%	N/A

The aggregate dollar increase for the year ended December 31, 2008 compared to the year ended December 31, 2007 was primarily due to the acquisition of DBT in May 2007, as well as electric mining shovel and longwall product developments and increased headcount to support higher electric mining shovel and dragline order levels.

Amortization of Intangible Assets

Amortization of intangible assets acquired in the DBT acquisition was $17.9 million for the year ended December 31, 2008, compared to $12.0 million for the year ended December 31, 2007.

Operating Earnings

Operating earnings were as follows:

	Year Ended December 31,						% Change
	2008			2007
	(Dollars in thousands)
Surface mining	$	252,713		$	165,238		52.9	%
Underground mining		158,778			18,269		769.1	%
Total operations		411,491			183,507		124.2	%
Corporate		(28,860	)		(10,360	)	178.6	%
Consolidated total	$	382,631		$	173,147		121.0	%

The increase in operating earnings for the year ended December 31, 2008 compared to the year ended December 31, 2007 was primarily due to the acquisition of DBT in 2007 and increased gross profit resulting from increased surface mining sales volume. Operating earnings for our underground mining segment were reduced by purchase accounting adjustments related to the acquisition of DBT of $27.9 million and $49.1 million for 2008 and 2007, respectively.

Interest Expense

Interest expense was $34.8 million for the year ended December 31, 2008 compared with $24.2 million for the year ended December 31, 2007. The increase in 2008 was due to increased debt levels related to the financing of the acquisition of DBT being outstanding only a portion of 2007.

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Income Tax Expense

Income tax expense for the year ended December 31, 2008 was $117.7 million, or 33.5% of pre-tax earnings, compared with $10.4 million, or 7.1% of pre-tax earnings, for the year ended December 31, 2007. The effective rate for 2007 was impacted by significant one-time benefits related to our underground mining segment. These one-time benefits included a $12.2 million deferred tax benefit resulting from a reduction in the German statutory tax rate from 39% to 32% and a $14.0 million foreign tax credit benefit resulting from repatriation of German earnings. Earnings in lower-taxed jurisdictions resulted in $4.7 million of benefits and various other items resulted in an additional $4.7 million of benefits.

Net Earnings

Net earnings were as follows:

	Year Ended December 31,				% Change
	2008		2007
	(Dollars in thousands, except per share amounts)
Net earnings	$	233,315	$	136,134	71.4	%
Fully diluted net earnings per share	$	3.10	$	1.93	60.6	%

Net earnings were reduced (increased) by amortization of purchase accounting adjustments related to the acquisition of DBT as follows:

	Year Ended December 31,
	2008			2007
	(Dollars in thousands)
Inventory fair value adjustment charged to cost of product sold	$	12,088		$	23,350
Amortization of intangible assets		17,850			27,456
Depreciation of fixed assets		(1,992	)		(1,746	)
Operating earnings		27,946			49,060
Income tax benefit (1)		9,158			28,432
Total	$	18,788		$	20,628

(1) 2007 includes a $12.2 million tax benefit resulting from a reduction in the German statutory tax rate.

Giving effect to our acquisition of DBT as if it would have occurred on January 1, 2007 instead of on May 4, 2007, pro forma net earnings and net earnings per share for 2007 would have been $146.9 million and $1.96, respectively. Pro forma net earnings excluded the adjustment of inventory to estimated fair value as this adjustment was directly attributed to the DBT transaction and did not have a continuing impact. The actual after tax charge to net earnings for this adjustment was $8.0 million and $9.5 million for 2008 and 2007, respectively.

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Foreign Currency Fluctuations

The following table summarizes the approximate effect of changes in foreign currency exchange rates on our sales, gross profit and operating earnings, in each case compared to the prior year:

	Year Ended December 31,
	2009			2008		2007
	(Dollars in thousands)
(Decrease) increase in sales	$	(46,795	)	$	5,017	$	17,243
(Decrease) increase in gross profit	$	(16,462	)	$	2,845	$	2,805
(Decrease) increase in operating earnings	$	(8,713	)	$	1,410	$	1,784

The volatility of the euro, Australian dollar and Chilean peso caused most of the change in 2009.

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA were as follows:

	Year Ended December 31,
	2009		2008		2007
	(Dollars in thousands)
EBITDA	$	532,995	$	438,881	$	227,766
Percent increase from prior year		21.4%		92.7%		96.3%
EBITDA as a percent of sales		20.1%		17.5%		14.1%
Adjusted EBITDA	$	548,588	$	458,184	$	257,819
Percent increase from prior year		19.7%		77.7%		114.1%
Adjusted EBITDA as a percent of sales		20.7%		18.3%		16.0%

EBITDA is defined as net earnings before interest income, interest expense, income tax expense, depreciation and amortization. EBITDA includes the impact of non-cash stock compensation expense, severance expenses, loss on disposals of fixed assets and the inventory fair value purchase accounting adjustment charged to cost of products sold as set forth below. EBITDA is a measurement not recognized in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and should not be viewed as an alternative to GAAP measures of performance. EBITDA is presented because (i) we use EBITDA to measure our liquidity and financial performance, and (ii) we believe EBITDA is frequently used by securities analysts, investors and other interested parties in evaluating the performance and enterprise value of companies in general, and in evaluating the liquidity of companies with significant debt service obligations and their ability to service their indebtedness.

Adjusted EBITDA is a material term in our current credit agreement, and was also a material term in our previous credit agreement, which we believe is a material agreement, and is used in the calculation of our leverage ratio covenant. Also, our management uses Adjusted EBITDA when preparing our annual operating budget and financial projections. The following table reconciles EBITDA to Adjusted EBITDA:

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	Year Ended December 31,
	2009		2008		2007
	(Dollars in thousands)
EBITDA	$	532,995	$	438,881	$	227,766
Non-cash stock compensation expense		11,889		7,056		6,171
Loss on disposal of fixed assets		3,704		159		532
Inventory fair value adjustments charged to cost of products sold		—		12,088		23,350
Adjusted EBITDA	$	548,588	$	458,184	$	257,819

The following table reconciles Net Earnings as reported in our Consolidated Statements of Earnings to EBITDA and reconciles EBITDA to Net Cash Provided by Operating Activities as reported in our Consolidated Statements of Cash Flows:

	Year Ended December 31,
	2009			2008			2007
	(Dollars in thousands)
Net earnings	$	312,703		$	233,315		$	136,134
Interest income		(5,117	)		(6,206	)		(3,523	)
Interest expense		27,017			34,768			27,718
Income tax expense		134,565			117,683			10,424
Depreciation		41,544			36,860			25,438
Amortization (1)		22,283			22,461			31,575
EBITDA (3)		532,995			438,881			227,766
Changes in assets and liabilities		(253,574	)		(144,996	)		(106,261	)
Non-cash stock compensation expense		11,889			7,056			6,171
Loss on disposal of fixed assets (2)		3,704			159			532
Interest income		5,117			6,206			3,523
Interest expense		(27,017	)		(34,768	)		(27,718	)
Income tax expense		(134,565	)		(117,683	)		(10,424	)
Net cash provided by operating activities	$	138,549		$	154,855		$	93,589
Net cash used in investing activities	$	(74,463	)	$	(128,237	)	$	(775,464	)
Net cash (used in) provided by financing activities	$	(80,318	)	$	30,219		$	727,603

(1) Includes amortization of intangible assets and debt issuance costs.

(2) Reflects (gains) losses on the disposal of fixed assets in the ordinary course and a $3.3 million loss in 2009 related to the sale of certain assets in Poland.

(3) Includes severance and early retirement expense (income) for personnel changes in the ordinary course of $5,650, ($450) and $3,220, respectively.

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Liquidity and Capital Resources

Description of Pre-Acquisition Credit Facilities

Prior to our acquisition of Terex Mining, our credit facilities included a secured revolving credit facility of $357.5 million, an unsecured German revolving credit facility of €65.0 million, each of which were scheduled to mature on May 4, 2012, and a term loan facility consisting of $400.0 million plus €75.0 million which was scheduled to mature on May 4, 2014. The entire secured revolving credit facility was eligible to be used for letters of credit. At December 31, 2009, we had no borrowings under our secured or unsecured revolving credit facilities.

Borrowings under our secured revolving credit facility in place prior to the acquisition of Terex Mining bore interest, payable no less frequently than quarterly, at (i) LIBOR plus between 1.25% and 1.75% (based on our total leverage ratio) for United States dollar denominated LIBOR loans; (ii) a base rate determined by reference to the greater of the United States prime lending rate and the federal funds rate plus between 0.25% and 0.75% (based on our total leverage ratio) for United States dollar denominated base rate loans; and (iii) EURIBOR plus between 1.25% and 1.75% (based on our total leverage ratio) for euro denominated loans. The interest rates under our secured revolving credit facility were subject to change based on the total leverage ratio. The unsecured German revolving credit facility bore interest, payable no less frequently than quarterly, at EURIBOR plus between 1.25% and 1.75% (based on our total leverage ratio.) Under each revolving credit facility, we had agreed to pay a commitment fee based on the unused portion of such facilities, payable quarterly, at rates ranging from 0.25% to 0.50% depending on the total leverage ratio, and when applicable, customary letter of credit fees. Borrowings under our term loan facility bore interest, payable no less frequently than quarterly, at (i) LIBOR plus 1.50% for United States dollar denominated LIBOR loans; (ii) the base rate plus 0.50% for United States dollar denominated base rate loans; and (iii) EURIBOR plus 1.75% for euro denominated loans.

At December 31, 2009, the amount potentially available for borrowings under our secured revolving credit facility was $282.5 million, after taking into account $75.0 million of issued letters of credit. The amount potentially available for borrowings under our unsecured German credit facility at December 31, 2009 was $54.1 million (€37.8 million), after taking into account $39.0 million (€27.2 million) of issued letters of credit. At December 31, 2009, we had borrowings under our term loan facility of $496.6 million ($391.0 million plus €73.3 million.) To manage a portion of our exposure to changes in LIBOR-based interest rates, we have entered into interest rate swap agreements that effectively fix the interest payments on $475.8 million ($375.0 million plus €70.0 million) of our outstanding borrowings under our term loan facility at a weighted average interest rate of 3.4%, plus the applicable spread. The remaining $20.8 million ($16.0 million plus €3.3 million) of outstanding term loan borrowings at December 31, 2009 were at a weighted average interest rate of 1.9%, plus the applicable spread.

Prior to our acquisition of Terex Mining, our credit facilities contained operating and financial covenants that, among other things, could limit our ability to obtain additional sources of capital. Our financial covenants required that we maintained a total leverage ratio, calculated on a trailing four-quarter basis, of not more than 3.5 to 1.0 for each measurement period. The total leverage ratio was calculated as the ratio of consolidated indebtedness

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(which is net of cash) to consolidated operating profit (which excluded, among other things, certain non-cash charges, as discussed more fully in the credit facilities). At December 31, 2009, our total leverage ratio was 0.74 to 1.0 and we were in compliance with all covenants and other requirements in our then existing credit facilities.

Description of Current Credit Facility

Our new credit facilities include a secured revolving credit facility of $525.0 million ($35.0 million has a maturity date of May 4, 2012 and $490.0 million has a maturity date of May 4, 2014) and an unsecured German revolving credit facility of €65.0 million which matures on May 4, 2014. Our new credit facilities also include a term loan facility consisting of $1,280.0 million ($390.0 million matures on May 4, 2014 and $890.0 million matures on February 19, 2016), AUD 124.0 million with a maturity date of February 19, 2016 and €73.1 million with a maturity date of May 4, 2014. The entire new secured revolving credit facility is eligible to be used for letters of credit.

We had approximately $372.5 million ($328.8 million plus €43.7 million) available under our revolving credit facilities at February 19, 2010.

Borrowings under our new secured revolving credit facility that mature on May 4, 2012 bear interest, payable no less frequently than quarterly, at (i) LIBOR plus between 1.25% and 1.75% (based on our total leverage ratio) for United States dollar denominated LIBOR loans and (ii) a base rate determined by reference to the greater of (a) the United States prime lending rate; (b) the federal funds rate plus 0.50%; and (c) LIBOR for a one-month interest period plus 1.00% (the “base Rate”), in each case under clause (ii) plus between 0.25% and 0.75% (based on our total leverage ratio). Borrowings under our new secured revolving credit facility that mature on May 4, 2014 bear interest, payable no less frequently than quarterly, at (i) LIBOR or EURIBOR plus between 3.00% and 3.50% (based on our total leverage ratio) and (ii) the Base Rate plus between 2.00% and 2.5% (based on our total leverage ratio). The unsecured German revolving credit facility bears interest, payable no less frequently than quarterly, at EURIBOR plus between 3.00% and 3.50% (based on our total leverage ratio).

Under each new revolving credit facility, we pay a commitment fee based on the unused portion of such facilities, payable quarterly, at rates ranging from 0.25% to 0.50% depending on the total leverage ratio for revolving credit facilities that mature on May 4, 2012 and 0.50% for revolving credit facilities that mature on May 4, 2014, and when applicable, customary letter of credit fees.

Borrowings under our new term loan facility that mature on May 4, 2014 bear interest, payable no less frequently than quarterly, at (i) LIBOR plus 3.00% for United States dollar denominated LIBOR loans; (ii) the base rate plus 2.00% for United States dollar denominated base rate loans; and (iii) EURIBOR plus 3.00% for euro denominated loans.

Borrowings under our new term loan facility that mature on February 19, 2016 bear interest, payable no less frequently than quarterly, at (i) LIBOR (subject to a 1.50% floor) plus between 2.75% and 3.00% (based on the our total leverage ratio) for United States dollar denominated base rate loans; (ii) the Base Rate plus between 1.75% and 2.00% (based on our total leverage ratio) for United States dollar denominated base rate loans; and (iii) an offered rate of interest based on deposits of Australian dollars, plus (a) the difference between

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three-month LIBOR and 1.50% (if greater), and (b) between 2.75% and 3.00% (based on our total leverage ratio) for Australian dollar denominated base rate loans.

Our new credit facilities contain operating and financial covenants that, among other things, could limit our ability to obtain additional sources of capital. Our financial covenants require that we maintain, on a trailing four-quarter basis as of the end of each fiscal quarter, (i) a total leverage ratio of not more than 3.50 to 1.00 and (ii) a consolidated interest coverage ratio of at least 3.0 to 1.0. The total leverage ratio is calculated as the ratio of consolidated indebtedness (which is net of cash) to consolidated operating profit (which excludes, among other things, certain non-cash charges, as discussed more fully in the credit facilities). The total interest coverage ratio is calculated as the ratio of consolidated adjusted EBITDA to consolidated cash interest expense.

Our new credit agreement requires us to prepay outstanding loans with 100% of the net proceeds of the incurrence of certain debt and certain asset sales and 50% (subject to reductions based on our total leverage ratio) of our annual excess cash flow, as defined in our credit agreement.

Cash Requirements

Our cash balance decreased to $101.1 million at December 31, 2009 from $102.4 million at December 31, 2008. The decrease was primarily the result of funding working capital requirements. During 2009, we reduced our secured revolving credit facility from $55.2 million to zero and contributed $27.8 million to our United States pension plans.

Our customers generally are contractually obligated to make progress payments under purchase contracts for machine orders and certain large parts orders. As a result, we do not anticipate significant outside financing requirements to fund production of our original equipment and do not believe that original equipment sales will have a material adverse effect on our liquidity, although the issuance of letters of credit reduces the amount available for borrowings under our revolving credit facilities. If additional borrowings are necessary during 2010, we believe we have sufficient capacity under our existing revolving credit facilities.

Inventory increased to $627.3 million at December 31, 2009 from $616.7 million at December 31, 2008. The increase was primarily in our surface mining segment due to ordering raw materials for original equipment orders in advance of the current production schedule, including for orders that have been transferred to 2010. Most of this increase was offset by a reduction of longwall inventory as a result of new orders in our underground mining segment.

Capital expenditures for 2009 were $54.6 million compared to $118.8 million for 2008. Included in capital expenditures for 2009 and 2008 were $13.4 million and $45.5 million, respectively, related to our surface mining expansion program and the additional renovations of our South Milwaukee, Wisconsin facilities. We expect our capital expenditures in 2010 to be between $60 million and $70 million, which does not include the acquisition of Terex Mining or any capital expenditures for the acquired business. We are closely monitoring our capital spending in relation to current economic conditions and business levels. We believe cash flows from operating activities and funds available under our revolving credit facilities will be sufficient to fund our expected capital expenditures during 2010.

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At December 31, 2009, there were $188.5 million of standby letters of credit outstanding under all of our bank facilities.

At December 31, 2009, our long-term liabilities consisted primarily of warranty, pension accruals and deferred income taxes. In 2010, we expect to contribute approximately $18 million to our pension plans. Upon completion of an analysis of the funded status of our United States pension plans, additional contributions may be made in 2010. At December 31, 2009, our unfunded pension liability was $132.8 million compared to $153.9 million at December 31, 2008. Our unfunded pension liability at December 31, 2009 and 2008 consisted of $13.8 million and $48.8 million, respectively, for our United States plans and $119.0 million and $105.1 million, respectively, for our non-United States plans, which are not traditionally funded. The decreased liability for our United States plans reflects the increased market value of the securities held by the plans and contributions we made.

Payments of warranty claims are not subject to a definitive estimate by year. We do not expect to pay any material warranty claims in 2010.

In addition to the obligations noted above, we currently anticipate estimated cash funding requirements for interest and dividends during 2010 of approximately $71 million and $8 million, respectively, which includes the impact of our acquisition of Terex Mining. We currently anticipate estimated cash funding requirements for income taxes during 2010 of approximately $130 million which excludes the impact of our acquisition of Terex Mining.

During 2010, we anticipate continued positive cash flows from operations and expect our cash balances to increase throughout the year. We believe that cash flows from operations and our existing revolving credit facilities, which includes our new credit facilities, will be sufficient to fund our cash requirements in 2010. We also believe that cash flows from operations will be sufficient to repay any borrowings under our revolving credit facilities, which includes our new credit facilities, as necessary, and all scheduled term loan payments.

Receivables

We recognize revenues on most original equipment orders using the percentage-of-completion method. Accordingly, accounts receivable are generated when revenue is recognized, which can be before the funds are collected or in some cases, before our customer is billed. At December 31, 2009, we had $741.8 million of accounts receivable compared to $636.5 million at December 31, 2008. Receivables at December 31, 2009 and December 31, 2008 included $384.5 million and $209.7 million, respectively, of revenues from long-term contracts recognized using percentage of completion accounting that were not billable at these dates. Billed receivables decreased in 2009 due to collection of original equipment billings from the fourth quarter of 2008.

Included in our December 31, 2009 accounts receivable balance was approximately $83 million related to order delays. We expect to collect substantially all of the $83 million during 2010. Customer requested delays of sold orders, poor conditions in global financial markets or global or regional recessionary economic conditions could cause us difficulty in collecting outstanding accounts receivable.

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Liabilities to Customers on Uncompleted Contracts and Warranties

Customers generally make down payments at the time of the order for a new machine as well as progress payments throughout the manufacturing process. These payments are recorded as Liabilities to Customers on Uncompleted Contracts and Warranties in the Consolidated Balance Sheets.

Current Dividend Policy

We pay a cash dividend on our common stock in the amount of $.025 per share per quarter, subject to future authorization by our Board of Directors. Total cash dividend payments in 2009 were $7.4 million.

Contractual Obligations

Our contractual obligations at December 31, 2009 were as follows:

	Total		2010		2011- 2012		2013- 2014		Thereafter
	(Dollars in thousands)
Debt (1)	$	507,232	$	7,566	$	12,550	$	482,308	$	4,808
Purchase obligations (2)		9,358		7,263		2,036		59		—
Operating leases and rental and service agreements		49,298		14,138		16,617		7,137		11,406
Interest on long-term debt (3)		89,694		21,829		40,698		27,167		—
Pension obligations (4)		18,300		18,300		—		—		—
Total(5)	$	673,882	$	69,096	$	71,901	$	516,671	$	16,214

(1) Includes payment obligations under capital leases.

(2) Obligations related to purchase orders entered into in the ordinary course of business are excluded from the above table. Any amounts for which we are liable for goods or services received under purchase orders are reflected in the Consolidated Balance Sheets as accounts payable.

(3) Represents interest on our term loan.

(4) Obligations for our pension plans cannot be reasonably estimated beyond 2010. In addition, upon completion of an analysis of the funded status of our United States pension plans, additional contributions may be made in 2010. For further information on our pension plans, see Note K in the Notes to the Consolidated Financial Statements.

(5) Due to the uncertainty in predicting the timing of tax payments, if any, related to our unrecognized tax benefits, $18.8 million has been excluded from this table.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions about future events that affect the amounts reported in our financial statements and accompanying footnotes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and such differences may be material to the financial statements. The process of determining significant estimates is fact

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specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some cases, actuarial techniques. We evaluate these significant factors as facts and circumstances dictate. Historically, actual results have not differed significantly from those determined using estimates.

The following are the accounting policies that most frequently require us to make estimates and judgments and are critical to understanding our financial position, results of operations and cash flows:

Revenue Recognition - Revenue from long-term sales contracts, such as for the manufacture of our original equipment, is recognized using the percentage-of-completion method due to the length of time to fully manufacture and assemble our original equipment. We measure revenue recognized based on the ratio of estimated costs incurred to date in relation to total costs to be incurred. The percentage-of-completion method of accounting for these contracts most accurately reflects the status of these uncompleted contracts in our financial statements and most accurately measures the matching of revenues with expenses. Revenue from all other types of sales, primarily sales of aftermarket parts, net of estimated returns and allowances, is recognized when all of the following circumstances are satisfied: persuasive evidence of an arrangement exists, the price is fixed or determinable, collectibility is reasonably assured and delivery has occurred or services have been rendered. Criteria for revenue recognition is generally met at the time products are shipped, as the terms are FOB shipping point.

The complexity of the cost estimation process and all issues related to assumptions, risks and uncertainties inherent with the use of estimated costs in the percentage of completion method of accounting affect the amounts reported in our financial statements. A number of internal and external factors affect our cost of sales estimates, including engineering design changes, estimated future material prices and customer specification changes. If we had used different assumptions in the application of this and other accounting policies, it is likely that materially different amounts would be reported in our financial statements. Bid and proposal costs are expensed as incurred. A 1% change in the gross margin on our original equipment in progress at December 31, 2009 would have the effect of changing our gross profit by approximately $15 million.

Warranty - Sales of our products generally carry typical manufacturers’ warranties, the majority of which cover products for one year, based on terms that are generally accepted in the marketplaces that we serve. We record provisions for estimated warranty and other related costs as revenue is recognized based on historical warranty loss experience and periodically adjust these provisions to reflect actual experience. Estimates used to determine the product warranty accruals are significantly impacted by the historical percentage of warranty claims costs to net sales. During 2009, this percentage varied by approximately 0.04 percentage points compared to the average warranty costs to sales percentage for 2008 and 2007. Holding other assumptions constant, if this estimated percentage were to increase or decrease 0.04 percentage points, our warranty expense for 2009 would have increased or decreased by approximately $1 million.

Pension Benefits - We have several defined benefit pension plans that are separately funded. Several statistical and judgmental factors which attempt to anticipate future events are used in calculating the expense and liability related to these plans. These factors include

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assumptions about the discount rate, expected return on plan assets and the rate of future compensation increases, as we determine within certain guidelines. In addition, our actuarial consultants also use subjective factors such as withdrawal and mortality rates to estimate these factors. The actuarial assumptions we use may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, longer or shorter life spans of participants and changes in actual costs of health care. These differences may result in a significant impact to the amount of pension expenses recorded by us.

In determining net periodic cost for pension benefits for 2009, we used a discount rate of 6.2% and 6.2% for our United States plans and non-United States plans, respectively, and an expected long-term rate of return on plan assets of 8.5% for our United States plans. The discount rate for our United States plans in 2009 was decreased from 6.25% in 2008 and the expected long-term rate of return on plan assets was the same as in 2008.

In selecting an assumed discount rate, we reviewed various corporate bond yields. The 8.5% expected long-term rate of return on plan assets is based on the average rate of earnings expected on the classes of funds invested or to be invested to provide for the benefits of these plans. This includes considering the trusts’ targeted asset allocation for the year and the expected returns likely to be earned over the next 20 years. The assumptions used for the return of each asset class are conservative when compared to long-term historical returns.

The effect that a 1% increase or decrease in the discount rate and expected rate of return on plan assets would have on our pension obligations and costs was as follows:

	2009 Benefit Cost (Income) Expense					January 1, 2009 Benefit Obligation Increase (Decrease)
	One Percentage- Point Increase			One Percentage- Point Decrease		One Percentage- Point Increase			One Percentage- Point Decrease
	(Dollars in thousands)
United States Plans
Pension benefits:
Assumed discount rate	$	(886	)	$	1,057	$	(8,831	)	$	10,389
Expected long-term rate of return on plan assets	$	(716	)	$	716		N/A			N/A
Non-United States Plans
Pension benefits:
Assumed discount rate	$	(839	)	$	462	$	(10,737	)	$	13,033
Expected long-term rate of return on plan assets		N/A			N/A		N/A			N/A

Accounting for Uncertainty in Income Taxes - At December 31, 2009, we had $18.8 million of unrecognized tax benefits, $3.9 million of which would impact our effective tax rate if recognized. We estimate that the gross amount of unrecognized income tax benefits will

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decrease by approximately $3.4 million in the next 12 months due to the close of an open tax year; however, we cannot estimate the change in the reserve due to tax positions expected to be taken during 2010.

Impairment of Tangible and Intangible Assets

Assets subject to amortization. In accordance with accounting guidance regarding the accounting for the impairment or disposal of long-lived assets, we review long-lived assets and all amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to their carrying amount. The operations are generally distinguished by the business segment and geographic region in which they operate. If the operation is determined to be unable to recover the carrying amount of its assets, then intangible assets are written down first, followed by the other long-lived assets of the operation, to fair value. Fair value is based on discounted cash flows or appraised values, depending upon the nature of the assets.

Goodwill - Assets not subject to amortization. Goodwill and intangible assets with indefinite lives are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Our annual goodwill impairment review date is December 31. We performed our annual goodwill impairment review as of December 31, 2009, 2008 and 2007 and noted no impairment of goodwill. In making this assessment, we rely on a number of factors including operating results, business plans, economic projections, anticipated future cash flows, and transactions and marketplace data. There are inherent uncertainties related to these factors and our judgment in applying them to the analysis of goodwill impairment. Changes in economic and operating conditions could result in goodwill impairment in future periods. We also compared the aggregate fair value of our reporting units to our market capitalization.

Off Balance Sheet Arrangements

We do not have any off balance sheet financing arrangements that we believe have or are reasonably likely to have a current or future material effect on our financial position.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risk is impacted by changes in interest rates and foreign currency exchange rates. The following discussion excludes the impact of our acquisition of Terex Mining.

Interest Rates - Our interest rate exposure relates primarily to floating rate debt obligations in the United States. We manage borrowings under our credit agreement through the selection of LIBOR based borrowings, EURIBOR based borrowings, or prime-rate based borrowings. To manage a portion of our exposure to changes in LIBOR-based interest rates, we have entered into interest rate swap agreements that effectively fix the interest payments on $475.8 million of our outstanding borrowings under our term loan facility at a weighted average interest rate of 3.4%, plus the applicable spread. At December 31, 2009, a sensitivity analysis was performed for our floating rate debt obligations. Based on this sensitivity analysis, we have determined that a 10% change in the weighted average interest rate at

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December 31, 2009 would not have a material effect on our interest expense on an annual basis.

Foreign Currency - We sell most of our surface mining original equipment, including those sold directly to foreign customers, in United States dollars and we sell most of our underground mining original equipment in either United States dollars or euros. We sell most of our surface mining aftermarket parts in United States dollars, with limited aftermarket parts sales denominated in the local currencies of various foreign markets. We sell most of our underground mining aftermarket parts in either United States dollars or euros, also with limited aftermarket parts sales denominated in the local currencies of various foreign markets. Both surface mining and underground mining aftermarket services are paid primarily in local currency, with a natural partial currency hedge through payment for local labor in local currency. The value, in United States dollars, of our investments in our foreign subsidiaries and of dividends paid to us by those subsidiaries will be affected by changes in exchange rates. We enter into currency hedges to help mitigate currency exchange risks.

Currency controls, devaluations, trade restrictions and other disruptions in the currency convertibility and in the market for currency exchange could limit our ability to timely convert sales earned abroad into United States dollars, which could adversely affect our ability to service our United States dollar indebtedness, fund our United States dollar costs and finance capital expenditures and pay dividends on our common stock.

Based on our derivative instruments outstanding at December 31, 2009, a 10% change in foreign currency exchange rates would not have a material effect on our financial position, results of operations or cash flows.

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EX-21

EXHIBIT 21

SUBSIDIARIES OF BUCYRUS INTERNATIONAL INC.

Corporate Name	State/Country of Incorporation
Boonville Mining Services, Inc.	Delaware
Bucyrus (Africa) Surface (Proprietary) Limited	Republic of South Africa
Bucyrus Electrical Service (Proprietary) Limited	Republic of South Africa
Bucyrus Mechanical Service (Proprietary) Limited	Republic of South Africa
Bucyrus America, Inc.	Pennsylvania
Bucyrus Virginia Inc.	Virginia
Bucyrus (Brasil) Ltda.	Brazil
Bucyrus Canada Limited	Ontario
Bucyrus Canada Acquisition, Ltd.	Alberta
O&K Orenstein & Koppel, Inc.	Ontario
Bucyrus Equipamentos de Mineracao Ltda.	Brazil
Bucyrus Equipment, Inc.	Delaware
Bucyrus Field Services, Inc.	Delaware
Bucyrus Mexico, S. de RL. de CV.	Mexico
Bucyrus Services Mexico S. de RL. de CV.	Mexico
Bucyrus Holdings GmbH	Germany
Bucyrus Germany Holdings GmbH	Germany
Bucyrus Europe GmbH	Germany
Bucyrus Africa Underground (Proprietary) Limited	Republic of South Africa
Bucyrus Czech Republic, a.s.	Czech Republic
Bucyrus Europe Holdings, Ltd.	United Kingdom
Bucyrus Europe Limited	United Kingdom
Halco Holdings Limited	United Kingdom
Halco Group Limited	United Kingdom
Halco America, Inc.	Georgia
Halco Directional Drilling Products Limited	United Kingdom
Halco Drilling International Limited	United Kingdom
Halco Drilling (Ireland) Limited	Ireland
HSA Drilling Equipment (Proprietary) Limited	South Africa
White Line Plant Ltd.	United Kingdom

Corporate Name	State/Country of Incorporation
Bucyrus Polska Sp. z o.o.	Poland
000 Bucyrus Service	Russian Federation
Bucyrus UK Limited	United Kingdom
DPM Gesellschaft fur deutsch-polnischen Maschesenhandel und Leasing GmbH	Germany
DBT (Langfang) Mine Technik Co. Ltd.	People’s Republic of China
Tangshan DBT Machinery Co., Ltd.	People’s Republic of China
Bucyrus HEX GmbH	Germany
Bucyrus India Private Limited	India
Bucyrus Industries, Inc.	Delaware
Bucyrus International (Chile) Limitada	Chile
Bucyrus International Hong Kong Limited	Hong Kong
Bucyrus International (Peru) S.A.	Peru
Bucyrus (Mauritius) Limited	Mauritius
Bucyrus Mining Equipment, Inc.	Delaware
Bucyrus MT, Inc.	Delaware
Bucyrus Mexico LLC	Delaware
Equipos de Acuna SA de CV	Mexico
BWC Gear, Inc.	Delaware
BWP Gear Inc.	Delaware
O&K Orenstein & Koppel Limited	United Kingdom
Superior Highwall Holding, Inc.	Delaware
Superior Highwall Miners, Inc.	Delaware
Superior Highwall Miners BV	Netherlands
Western Gear Machinery Co.	Delaware
Equipment Assurance Limited	Cayman Islands
Wisconsin Holdings Pty. Ltd.	Australia
Bucyrus (Australia) Surface Pty. Ltd.	Australia
Bucyrus Australia Underground Holdings Pty. Ltd.	Australia
Bucyrus Australia Underground Pty. Ltd.	Australia
Bucyrus Australia Underground LAD Pty. Ltd.	Australia
Bucyrus Mining Australia Pty. Ltd.	Australia
O&K Australia Pty. Ltd.	Australia

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-119273 and 333-135558 on Form S-8 of our reports dated February 26, 2010 relating to the consolidated financial statements and consolidated financial statement schedule of Bucyrus International, Inc. (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in or incorporated by reference in this Annual Report on Form 10-K of Bucyrus International, Inc. for the year ended December 31, 2009.

/s/Deloitte & Touche LLP

Milwaukee, Wisconsin

February 26, 2010

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Timothy W. Sullivan, certify that:

1. I have reviewed this Annual Report on Form 10-K of Bucyrus International, Inc.;

2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2010

/s/ T. W. Sullivan

Timothy W. Sullivan

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Craig R. Mackus, certify that:

1. I have reviewed this Annual Report on Form 10-K of Bucyrus International, Inc.;

2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 26, 2010

/s/ C. R. Mackus

Craig R. Mackus

Chief Financial Officer and Secretary

EX-32

EXHIBIT 32

CERTIFICATION OF CEO AND CFO PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002

In connection with the Annual Report of Bucyrus International, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Timothy W. Sullivan, as President and Chief Executive Officer of the Company, and Craig R. Mackus, Chief Financial Officer and Secretary of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ T. W. Sullivan

Timothy W. Sullivan

President and Chief Executive Officer

February 26, 2010

/s/ C. R. Mackus

Craig R. Mackus

Chief Financial Officer and Secretary

February 26, 2010

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.