10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED  April 29, 2011

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD from _____________to_________________

Commission File number 001-09299

JOY GLOBAL INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	39-1566457
(State of Incorporation)	(I.R.S. Employer Identification No.)

100 East Wisconsin Ave, Suite 2780

Milwaukee, Wisconsin  53202

(Address of principal executive offices)

(Zip Code)

(414) 319-8500

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.  Yes  x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files.)   Yes x    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer or a smaller reporting company. See definitions of "accelerated filer,” “large accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
LARGE ACCELERATED FILER x    ACCELERATED FILER o NON-ACCELERATED FILERo    SMALLER REPORTING COMPANYo
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No  x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class	Outstanding at May 26, 2011
Common Stock, $1 par value	105,039,581

JOY GLOBAL INC.

FORM 10-Q -- INDEX

April 29, 2011

PART I. – FINANCIAL INFORMATION	PAGE No.
Item 1 –  Financial Statements (unaudited):
Condensed Consolidated Statement of Income – Quarter and Six Months Ended April 29, 2011 and April 30, 2010	4
Condensed Consolidated Balance Sheet – April 29, 2011 and October 29, 2010	5
Condensed Consolidated Statement of Cash Flows – Six Months Ended April 29, 2011 and April 30, 2010	6
Notes to Condensed Consolidated Financial Statements	7 – 23
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	24 – 34
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	34
Item 4 – Controls and Procedures	34
PART II. – OTHER INFORMATION
Item 1 –  Legal Proceedings	35
Item 1A – Risk Factors	35
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3 – Defaults Upon Senior Securities	35
Item 4 – Reserved	35
Item 5 – Other Information	35
Item 6 – Exhibits	35
Signature	36

Forward-Looking Statements

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and pending acquisition of LeTourneau Technologies, Inc., and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  These statements are identified by forward-looking terms such as “anticipate,” “believe,” “estimate,” “expect,” “indicate,” “may be,” “objective,” “plan,” “predict,” “should,” “will be,” and similar expressions.  Forward-looking statements are based on our expectations and assumptions at the time they are made and are subject to risks and uncertainties, that may cause actual results to differ materially from the forward-looking statements.  In addition, certain market outlook information is based on third party sources that we cannot independently verify, but that we believe to be reliable.  Important factors that could cause our actual results to differ materially from the results anticipated by the forward-looking statements include general economic and industry conditions in the markets in which we operate, risks associated with conducting business in foreign countries, and the risks discussed in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for our fiscal year ended October 29, 2010, and in other filings that we make with the SEC. Any or all of these factors could cause our actual results and financial or legal status for future periods to differ materially from those expressed or referred to in any forward-looking statement.  All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.  We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements

JOY GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(Unaudited)

(In thousands except per share amounts)

	Quarter Ended						Six Months Ended
	April 29,			April 30,			April 29,			April 30,
	2011			2010			2011			2010
Net sales	$	1,062,729		$	896,224		$	1,932,261		$	1,625,444
Costs and expenses:
Cost of sales		689,858			590,772			1,273,989			1,093,210
Product development, selling and administrative expenses		141,530			126,270			273,660			236,285
Other income		(2,721	)		(1,358	)		(3,248	)		(2,151	)
Operating income		234,062			180,540			387,860			298,100
Interest income		4,713			2,900			8,158			5,764
Interest expense		(7,895	)		(7,230	)		(15,726	)		(14,690	)
Reorganization items		-			(545	)		(35	)		(595	)
Income before income taxes		230,880			175,665			380,257			288,579
Provision for income taxes		68,908			55,224			116,053			91,921
Net income	$	161,972		$	120,441		$	264,204		$	196,658
Basic earnings per share	$	1.54		$	1.17		$	2.53		$	1.91
Diluted earnings per share	$	1.52		$	1.15		$	2.48		$	1.88
											1
Dividends per share	$	0.175		$	0.175		$	0.35		$	0.35
Weighted average shares outstanding:
Basic		105,048			103,160			104,603			102,959
Diluted		106,646			104,850			106,345			104,616

See Notes to Condensed Consolidated Financial Statements.

4

JOY GLOBAL INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands)

	April 29,		October 29,
	2011		2010
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,071,141	$	815,581
Accounts receivable, net		745,413		674,135
Inventories		936,820		764,945
Other current assets		126,477		107,266
Total current assets		2,879,851		2,361,927
Property, plant and equipment, net		412,919		378,024
Other intangible assets, net		174,712		178,831
Goodwill		127,424		125,686
Deferred income taxes		136,694		162,682
Other non-current assets		84,776		76,891
Total assets	$	3,816,376	$	3,284,041
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term notes payable, including current portion of long-term obligations	$	4,879	$	1,550
Trade accounts payable		321,624		291,742
Employee compensation and benefits		90,160		128,132
Advance payments and progress billings		619,798		376,300
Accrued warranties		66,776		62,351
Other accrued liabilities		147,784		163,249
Total current liabilities		1,251,021		1,023,324
Long-term obligations		396,348		396,326
Accrued pension costs		360,632		428,348
Other liabilities		86,256		80,649
Total liabilities		2,094,257		1,928,647
Shareholders’ equity		1,722,119		1,355,394
Total liabilities and shareholders’ equity	$	3,816,376	$	3,284,041

See Notes to Condensed Consolidated Financial Statements.

5

JOY GLOBAL INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended
	April 29,			April 30,
	2011			2010
Operating Activities:
Net income	$	264,204		$	196,658
Depreciation and amortization		31,648			29,329
Change in deferred income taxes		3,303			6,982
Excess income tax benefit from share-based payment awards		(16,880	)		(5,013	)
Contributions to retiree benefit plans		(87,872	)		(41,297	)
Retiree benefit plan expense		25,653			27,045
Other, net		6,579			3,516
Changes in Working Capital Items:
Accounts receivable, net		(34,610	)		(1,180	)
Inventories		(152,507	)		37,780
Other current assets		(16,160	)		5,282
Trade accounts payable		24,993			13,464
Employee compensation and benefits		(40,698	)		(25,735	)
Advance payments and progress billings		221,899			(43,927	)
Other accrued liabilities		20,283			(34,891	)
Net cash provided by operating activities		249,835			168,013
Investment Activities:
Property, plant and equipment acquired		(53,098	)		(32,124	)
Other, net		164			(1,588	)
Net cash used by investment activities		(52,934	)		(33,712	)
Financing Activities:
Share-based payment awards		67,617			21,938
Dividends paid		(36,488	)		(35,948	)
Change in short and long-term obligations, net		3,151			(8,520	)
Financing fees		(135	)		-
Net cash provided (used) by financing activities		34,145			(22,530	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		24,514			(423	)
Increase in Cash and Cash Equivalents		255,560			111,348
Cash and Cash Equivalents at Beginning of Period		815,581			471,685
Cash and Cash Equivalents at End of Period	$	1,071,141		$	583,033

See Notes to Condensed Consolidated Financial Statements.

6

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

1. Description of Business

Joy Global Inc. (the “Company”) is a worldwide leader in high productivity mining solutions, and we manufacture and market original equipment and aftermarket parts and services for both underground and surface mining and certain industrial applications.  Our equipment is used in major mining regions throughout the world to mine coal, copper, iron ore, oil sands and other minerals.  We operate in two business segments: underground mining machinery (Joy Mining Machinery or “Joy”) and surface mining equipment (P&H Mining Equipment or “P&H”).  Joy is a major manufacturer of underground mining equipment for the extraction of coal and other bedded minerals and offers comprehensive service locations near major mining regions worldwide.  P&H is a major producer of surface mining equipment for the extraction of ores and minerals and provides extensive operational support for many types of equipment used in surface mining.

2. Basis of Presentation

The Condensed Consolidated Financial Statements presented in this quarterly report on Form 10-Q are unaudited and have been prepared by us in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission.  In our opinion, all adjustments necessary for the fair presentation on a going concern basis of the results of operations, cash flows and financial position for all periods presented have been made.  All adjustments made are of a normal recurring nature.  The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual amounts could differ from the estimates.

These financial statements should be read in conjunction with the financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended October 29, 2010.  The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

3. Derivatives

We enter into derivative contracts, primarily foreign currency forward contracts, to hedge the risks of certain identified and anticipated transactions in currencies other than the functional currency of the respective operating unit.  The types of risks hedged are those arising from the variability of future earnings and cash flows caused by fluctuations in foreign currency exchange rates.  We have designated substantially all of these contracts as cash flow hedges.  These contracts are for forecasted transactions and committed receivables and payables denominated in foreign currencies and are not entered into for speculative purposes.

We are exposed to certain foreign currency risks in the normal course of our global business operations.  For derivative contracts that are designated and qualify for a cash flow hedge, the effective portion of the gain or loss of the derivative contract is recorded as a component of other comprehensive income, net of tax.  This amount is reclassified into the income statement on the line associated with the underlying transaction for the period(s) in which the hedged transaction affects earnings.  The amounts recorded in accumulated other comprehensive income for existing cash flow hedges are generally expected to be reclassified into earnings within one year and all of the existing hedges will be reclassified into earnings by October 2012.  Ineffectiveness related to these derivative contracts was recorded in the Consolidated Statement of Income as a gain of $0.3 million and $0.2 million for the quarters ended April 29, 2011 and April 30, 2010, respectively.  Ineffectiveness related to these derivative contracts was recorded in the Consolidated Statement of Income as a gain of $0.3 million and $2.7 million for the six months ended April 29, 2011 and April 30, 2010, respectively.

7

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

For derivative contracts that are designated and qualify as a fair value hedge, gain or loss is recorded in the Consolidated Statement of Income under the heading Cost of Sales.  For the quarters ended April 29, 2011 and April 30, 2010 we recorded a $1.7 million gain and a $0.2 million loss, respectively, in the Consolidated Statement of Income related to fair value hedges which was offset by foreign exchange fluctuations of the underlying receivables.  For the six months ended April 29, 2011 and April 30, 2010 we recorded a $1.5 million gain and a $0.2 million loss, respectively, in the Consolidated Statement of Income related to fair value hedges which was offset by foreign exchange fluctuations of the underlying receivables.

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

In thousands	Effective Portion							Ineffective Portion
Derivative Hedging Relationship	Amount of Gain/(Loss) Recognized in OCI			Location of Gain/(Loss)  Reclassified from AOCI  into Earnings	Amount of Gain/(Loss) Reclassified from AOCI into Earnings			Location of Gain/(Loss)  Reclassified from AOCI  into Earnings	Amount of Gain/(Loss) Reclassified from AOCI into Earnings
Quarter ended April 29, 2011
Foreign currency forward contracts	$	4,978		Cost of sales	$	3,766		Cost of sales	$	-
				Sales		644
Six months ended April 29, 2011
Foreign currency forward contracts	$	6,446		Cost of sales	$	2,944		Cost of sales	$	-
				Sales		3,583
Quarter ended April 30, 2010
Foreign currency forward contracts	$	(174	)	Cost of sales	$	1,426		Cost of sales	$	-
				Sales		(956	)
Six months ended April 30, 2010
Foreign currency forward contracts	$	(5,131	)	Cost of sales	$	1,556		Cost of sales	$	-
				Sales		(857	)

We are exposed to credit-related losses in the event of non-performance by counterparties to our forward exchange contracts.  We currently have a concentration of these contracts held with Bank of America, N.A., which maintains an investment grade rating as of quarter end.  We do not expect any counterparties, including Bank of America, N.A., to fail to meet their obligations.  A contract is generally subject to credit risk only when it has a positive fair value and the maximum exposure is the amount of the positive fair value.

8

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

Forward exchange contracts are entered into to protect the value of forecasted transactions and committed future foreign currency receipts and disbursements and consequently any market-related loss on the forward contract would be offset by changes in the value of the hedged item.  As a result, we are generally not exposed to net market risk associated with these instruments.

4. Borrowings and Credit Facilities

Direct borrowings and capital lease obligations consisted of the following:

	April 29,			October 29,
In thousands	2011			2010
6.0% Senior Notes due 2016	$	247,840		$	247,677
6.625% Senior Notes due 2036		148,429			148,417
Short-term notes payable and bank overdrafts		4,589			1,208
Capital leases and other		369			574
		401,227			397,876
Less:  Amounts due within one year		(4,879	)		(1,550	)
Long-term obligations	$	396,348		$	396,326

We have a $500.0 million unsecured revolving credit facility (“Credit Agreement”) set to expire November 3, 2014.  Outstanding borrowings bear interest equal to the London Interbank Offered Rate (“LIBOR”) (defined as applicable LIBOR rate for the equivalent interest period plus 1.75% to 2.75%) or the Base Rate (defined as the higher of the Prime Rate, Federal Funds Effective Rate plus 0.5%, or Eurodollar Rate plus 1.0%) at our option.  We pay a commitment fee ranging from 0.25% to 0.5% on the unused portion of the revolving credit facility based on our credit rating.  The Credit Agreement requires the maintenance of certain financial covenants, including leverage and interest coverage ratios.  The Credit Agreement also restricts payments of dividends or other return of capital when the consolidated leverage ratio exceeds a stated level amount. At April 29, 2011, we were in compliance with all financial covenants in the Credit Agreement and had no restrictions on the payment of dividends or return of capital.

At April 29, 2011, there was $255.3 million available for borrowings under the Credit Agreement.   Outstanding letters of credit issued under the Credit Agreement, which count toward the $500.0 million credit limit, totaled $244.7 million.  At April 29, 2011, there were no outstanding direct borrowings under the Credit Agreement.

9

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

5. Warranties

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

	Quarter Ended						Six Months Ended
	April 29,			April 30,			April 29,			April 30,
In thousands	2011			2010			2011			2010
Balance, beginning of period	$	61,479		$	61,397		$	62,351		$	58,947
Accrual for warranty expensed during the period		11,031			9,680			17,596			17,944
Settlements made during the period		(7,238	)		(10,505	)		(15,668	)		(15,836	)
Change in liability for pre-existing warranties during the period, including expirations		98			(546	)		242			(661	)
Effect of foreign currency translation		1,406			(300	)		2,255			(668	)
Balance, end of period	$	66,776		$	59,726		$	66,776		$	59,726

6. Basic and Diluted Net Income Per Share

Basic net income per share is computed based on the weighted-average number of shares outstanding during each period.  Diluted net income per share is computed based on the weighted-average number of shares outstanding during each period, plus dilutive potential shares considered outstanding during the period.

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

	Quarter Ended				Six Months Ended
	April 29,		April 30,		April 29,		April 30,
In thousands except per share data	2011		2010		2011		2010
Numerator:
Net income	$	161,972	$	120,441	$	264,204	$	196,658
Denominator:
Denominator for basic net income per share -
Weighted average shares		105,048		103,160		104,603		102,959
Effect of dilutive securities:
Stock options, restricted stock units and performance shares		1,598		1,690		1,742		1,657
Denominator for diluted net income per share -
Adjusted weighted average shares and assumed conversions		106,646		104,850		106,345		104,616
Basic earnings per share:	$	1.54	$	1.17	$	2.53	$	1.91
Diluted earnings per share:	$	1.52	$	1.15	$	2.48	$	1.88

10

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

7. Contingent Liabilities

We and our subsidiaries are involved in various unresolved legal matters that arise in the normal course of operations, the most prevalent of which relate to product liability (including over 1,000 asbestos and silica-related cases), employment, and commercial matters.  Also, as a normal part of operations, our subsidiaries undertake contractual obligations, warranties, and guarantees in connection with the sale of products or services.  Although the outcome of these matters cannot be predicted with certainty and favorable or unfavorable resolutions may affect the results of operations on a quarter-to-quarter basis, we believe that the outcome of such legal and other matters will not have a materially adverse effect on our consolidated financial position, results of operations, or liquidity.

During the Chapter 11 reorganization of Harnischfeger Industries, Inc. (our “Predecessor Company”), in 1999 through the filing of a voluntary petition under Chapter 11 of the United States Bankruptcy Code, the Wisconsin Department of Workforce Development (“DWD”) filed claims against Beloit Corporation (“Beloit”), a former majority owned subsidiary, and us in federal bankruptcy court seeking “at least” $10 million in severance benefits and penalties, plus interest, on behalf of former Beloit employees.  DWD’s claim against Beloit included unpaid severance pay due under a severance policy Beloit established in 1996.  DWD alleges that Beloit violated its alleged contractual obligations under the 1996 policy when it amended the policy in 1999.  The Federal District Court for the District of Delaware removed DWD’s claims from the bankruptcy court and granted summary judgment in our favor on all of DWD’s claims in December 2001.  DWD appealed the decision and the judgment was ultimately vacated in part and remanded.  Following further proceedings, DWD’s only remaining claim against us is that our Predecessor Company tortiously interfered with Beloit's decision to amend its severance policy.  We concluded a trial on DWD’s remaining claim during the week of March 1, 2010.  On September 21, 2010, the court granted judgment in our favor.  DWD then filed a post-judgment motion asking the court to change its decision.  We await a ruling on DWD’s latest motion.  If the court denies DWD’s motion, we expect that DWD will file an appeal with the United States Court of Appeals for the Third Circuit.  We do not believe these proceedings will have a significant effect on our financial condition, results of operations, or liquidity.

Because DWD’s claims were still being litigated as of the effective date of our plan of reorganization, the plan of reorganization provided that the claim allowance process with respect to DWD’s claims would continue as long as necessary to liquidate and determine these claims.

On April 29, 2011, we were contingently liable to banks, financial institutions, and others for approximately $275.2 million for outstanding letters of credit, bank guarantees, and surety bonds securing performance of sales contracts and other guarantees in the ordinary course of business.  Of the $275.2 million, approximately $15.7 million relates to surety bonds and $14.8 million relates to outstanding letters of credit or other guarantees issued by non-U.S. banks for non-U.S. subsidiaries under locally provided credit facilities.

From time to time we and our subsidiaries become involved in proceedings relating to environmental matters.  We believe that the resolution of such environmental matters will not have a materially adverse effect on our consolidated financial position, results of operations or liquidity.

11

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

8. Fair Value Measurements

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

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

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

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

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

The following tables present the fair value hierarchy for those assets and liabilities measured at fair value and disclose the fair value of certain other liabilities.  As of April 29, 2011 and October 29, 2010 we did not have any Level 3 assets or liabilities.

Fair Value Measurements
at April 29, 2011
	Carrying		Total Fair
In thousands	Value		Value		Level 1		Level 2
Current Assets
Cash and cash equivalents	$	1,071,141	$	1,071,141	$	1,071,141	$	-
Other Current Assets
Derivatives	$	18,625	$	18,625	$	-	$	18,625
Other Accrued Liabilities
Derivatives	$	9,219	$	9,219	$	-	$	9,219
Long-term Obligations
6.0 % Senior Notes	$	247,840	$	280,343	$	280,343	$	-
6.625% Senior Notes	$	148,429	$	158,513	$	158,513	$	-

12

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

Fair Value Measurements
at October 29, 2010
	Carrying		Total Fair
In thousands	Value		Value		Level 1		Level 2
Current Assets
Cash and cash equivalents	$	815,581	$	815,581	$	815,581	$	-
Other Current Assets
Derivatives	$	10,643	$	10,643	$	-	$	10,643
Other Accrued Liabilities
Derivatives	$	4,212	$	4,212	$	-	$	4,212
Long-term Obligations
6.0 % Senior Notes	$	247,677	$	273,125	$	273,125	$	-
6.625% Senior Notes	$	148,417	$	152,438	$	152,438	$	-

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

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

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

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

9. Inventories

Consolidated inventories consisted of the following:

	April 29,		October 29,
In thousands	2011		2010
Finished goods	$	652,888	$	503,356
Work in process and purchased parts		207,987		183,658
Raw  materials		75,945		77,931
	$	936,820	$	764,945

13

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

10. Share-Based Compensation

We recognized total share-based compensation expense for the quarters ended April 29, 2011 and April 30, 2010 of approximately $6.1 million and $9.2 million, respectively.  We recognized total share-based compensation expense for the six months ended April 29, 2011 and April 30, 2010 of approximately $12.2 million and $14.4 million, respectively.  For the quarters ended April 29, 2011 and April 30, 2010 we had 307,500 and 239,224 stock options exercised, respectively.  For the six months ended April 29, 2011 and April 30, 2010 we had 1,369,490 and 692,936 stock options exercised, respectively.

Restricted Stock Units

A summary of Restricted Stock Unit activity under all plans is as follows:

	Number of Units			Weighted-Average Grant Date Fair Value		Aggregate Intrinsic Value (In Thousands)
Outstanding at October 29, 2010		681,501		$	35.03
Units granted		249,106			81.09
Units earned from dividends		3,464			89.23
Units settled		(34,450	)		48.63	$	2,812
Units deferred		(14,251	)		51.08		1,115
Units forfeited		(33,124	)		47.78
Outstanding at April 29,  2011		852,246		$	47.40

11. Comprehensive Income

Comprehensive income consisted of the following net of taxes where applicable:

	Quarter Ended				Six Months Ended
	April 29,		April 30,		April 29,			April 30,
In thousands	2011		2010		2011			2010
Net income	$	161,972	$	120,441	$	264,204		$	196,658
Other comprehensive income (loss):
Pension & postretirement adjustments		5,886		2,694		11,772			10,778
Translation adjustments		47,179		3,044		51,832			(6,692	)
Derivative fair value adjustments		371		1,847		(51	)		(2,882	)
Total other comprehensive income		53,436		7,585		63,553			1,204
Comprehensive income	$	215,408	$	128,026	$	327,757		$	197,862

14

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

12. Retiree Benefits

The components of the net periodic pension and other post-retirement benefits expense recognized are as follows:

	Pension Benefits						Postretirement Benefits
	Quarter Ended						Quarter Ended
	April 29,			April 30,			April 29,			April 30,
In thousands	2011			2010			2011			2010
Service cost	$	5,135		$	5,273		$	285		$	258
Interest cost		21,191			21,316			406			410
Expected return on assets		(22,830	)		(21,851	)		(93	)		(126	)
Amortization of:
Prior service cost		344			290			12			-
Actuarial loss (gain)		8,787			8,146			(384	)		(352	)
Net periodic benefit cost	$	12,627		$	13,174		$	226		$	190

	Pension Benefits						Postretirement Benefits
	Six Months Ended						Six Months Ended
	April 29,			April 30,			April 29,			April 30,
In thousands	2011			2010			2011			2010
Service cost	$	10,270		$	10,546		$	570		$	516
Interest cost		42,382			42,632			812			820
Expected return on assets		(45,715	)		(43,505	)		(184	)		(132	)
Amortization of:
Prior service cost		688			580			24			-
Actuarial loss (gain)		17,574			16,292			(768	)		(704	)
Net periodic benefit cost	$	25,199		$	26,545		$	454		$	500

The actuarial loss (gain) arises from differences in estimates and actual experiences for certain assumptions including changes in discount rate, expected return on assets and future salary rate increases. During 2011 we expect to contribute approximately $135.0 to $145.0 million to our U.S. defined benefit employee pension plans.

15

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

13. Segment Information

We operate in two reportable segments: Underground Mining Machinery and Surface Mining Equipment.  Crushing and conveying operating results related to surface applications are reported as part of the Surface Mining Equipment segment, while total crushing and conveying operating results are included with the Underground Mining Machinery segment.  Eliminations include the surface applications of crushing and conveying included in both operating segments.

	Underground		Surface
	Mining		Mining
In thousands	Machinery		Equipment		Corporate			Eliminations			Total
Quarter ended April 29, 2011
Net sales	$	648,364	$	439,977	$	-		$	(25,612	)	$	1,062,729
Operating income (loss)		154,999		101,028		(15,442	)		(6,523	)		234,062
Interest and reorganization items		-		-		(3,182	)		-			(3,182	)
Income before income taxes	$	154,999	$	101,028	$	(18,624	)	$	(6,523	)	$	230,880
Depreciation and amortization	$	9,963	$	5,764	$	59		$	-		$	15,786
Capital expenditures	$	11,110	$	13,586	$	-		$	-		$	24,696
Quarter ended April 30, 2010
Net sales	$	544,287	$	383,613	$	-		$	(31,676	)	$	896,224
Operating income (loss)		109,264		92,007		(12,886	)		(7,845	)		180,540
Interest and reorganization items		-		-		(4,875	)		-			(4,875	)
Income before income taxes	$	109,264	$	92,007	$	(17,761	)	$	(7,845	)	$	175,665
Depreciation and amortization	$	10,274	$	5,149	$	32		$	-		$	15,455
Capital expenditures	$	4,331	$	13,712	$	-		$	-		$	18,043
Six months ended April 29, 2011
Net sales	$	1,159,302	$	825,820	$	-		$	(52,861	)	$	1,932,261
Operating income (loss)		250,370		176,913		(26,156	)		(13,267	)		387,860
Interest and reorganization items		-		-		(7,603	)		-			(7,603	)
Income before income taxes	$	250,370	$	176,913	$	(33,759	)	$	(13,267	)	$	380,257
Depreciation and amortization	$	20,151	$	11,381	$	116		$	-		$	31,648
Capital expenditures	$	30,813	$	22,285	$	-		$	-		$	53,098
Six months ended April 30, 2010
Net sales	$	968,018	$	711,613	$	-		$	(54,187	)	$	1,625,444
Operating income (loss)		177,487		157,391		(23,136	)		(13,642	)		298,100
Interest and reorganization items		-		-		(9,521	)		-			(9,521	)
Income before income taxes	$	177,487	$	157,391	$	(32,657	)	$	(13,642	)	$	288,579
Depreciation and amortization	$	19,010	$	10,260	$	59		$	-		$	29,329
Capital expenditures	$	12,663	$	19,355	$	106		$	-		$	32,124

16

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

14. Subsequent Events

On May 19, 2011, our Board of Directors declared a cash dividend of $0.175 per outstanding share of common stock.  The dividend will be paid on June 20, 2011 to all shareholders of record at the close of business on June 6, 2011.

On May 13, 2011 we entered into a definitive agreement with Rowan Companies, Inc. to purchase all of the outstanding capital stock of LeTourneau Technologies, Inc. (“LeTourneau”) for $1.1 billion, subject to a working capital adjustment.  We expect to close the transaction following receipt of necessary regulatory approvals, and satisfaction of customary closing conditions, which is expected to occur within 60 days of the agreement date.  The transaction will be financed through a combination of cash and additional borrowings.

LeTourneau operates in two businesses, mining products and drilling products.  The mining business is a leading manufacturer of large wheel loaders for surface mining.  The drilling business designs, builds and supports offshore jack-up rigs, drilling rigs and drilling equipment, as well as the major components to support these rigs, for the oil and gas industries.

15. Recent Accounting Pronouncements

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

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

16. Subsidiary Guarantors

The following tables present condensed consolidated financial information as of April 29, 2011 and October 29, 2010 and for the quarters and six months ended April 29, 2011 and April 30, 2010 for: (a) the parent company; (b) on a combined basis, the guarantors of the Credit Agreement and Senior Notes issued in November 2006, which include the significant domestic operations of Joy Technologies Inc., P&H Mining Equipment Inc., N.E.S. Investment Co., and Continental Crushing & Conveying Inc. (the “Subsidiary Guarantors”); and (c) on a combined basis, the non-guarantors, which include all of our foreign subsidiaries and a number of small domestic subsidiaries (the “Non-Guarantor Subsidiaries”).  Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are unconditionally, jointly, and severally liable under the guarantees, and we believe such separate statements or disclosures would not be useful to investors.

17

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

Condensed Consolidating Statement of Income

Quarter Ended April 29, 2011

(In thousands)

	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	-		$	700,775		$	644,627		$	(282,673	)	$	1,062,729
Cost of sales		-			470,381			436,296			(216,819	)		689,858
Product development, selling and administrative expenses		14,970			70,916			55,644			-			141,530
Other (income) expense		-			15,971			(18,692	)		-			(2,721	)
Operating income (loss)		(14,970	)		143,507			171,379			(65,854	)		234,062
Intercompany items		14,602			(12,436	)		(31,914	)		29,748			-
Interest income (expense) - net		(7,467	)		889			3,396			-			(3,182	)
Reorganization items		-			-			-			-			-
Income (loss) before income taxes and equity		(7,835	)		131,960			142,861			(36,106	)		230,880
Provision  (benefit) for income taxes		(15,548	)		47,074			37,382			-			68,908
Equity in income (loss) of subsidiaries		154,259			64,285			-			(218,544	)		-
Net income	$	161,972		$	149,171		$	105,479		$	(254,650	)	$	161,972

18

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

Condensed Consolidating Statement of Income

Quarter Ended April 30, 2010

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	-		$	548,242		$	542,053		$	(194,071	)	$	896,224
Cost of sales		-			372,665			378,932			(160,825	)		590,772
Product development, selling and administrative expenses		12,831			67,429			46,010			-			126,270
Other (income) expense		-			15,037			(16,395	)		-			(1,358	)
Operating income (loss)		(12,831	)		93,111			133,506			(33,246	)		180,540
Intercompany items		11,213			(13,253	)		(14,791	)		16,831			-
Interest income (expense) - net		(6,428	)		699			1,399			-			(4,330	)
Reorganization items		(545	)		-			-			-			(545	)
Income (loss) before income taxes and equity		(8,591	)		80,557			120,114			(16,415	)		175,665
Provision  (benefit) for income taxes		(9,832	)		50,004			15,052			-			55,224
Equity in income (loss) of subsidiaries		119,200			41,864			-			(161,064	)		-
Net income	$	120,441		$	72,417		$	105,062		$	(177,479	)	$	120,441

19

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

Condensed Consolidating Statement of Income

Six Months Ended April 29, 2011

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	-		$	1,232,915		$	1,162,829		$	(463,483	)	$	1,932,261
Cost of sales		-			828,916			805,128			(360,055	)		1,273,989
Product development, selling and administrative expenses		25,658			134,925			113,077			-			273,660
Other (income) expense		-			35,084			(38,332	)		-			(3,248	)
Operating income (loss)		(25,658	)		233,990			282,956			(103,428	)		387,860
Intercompany items		26,236			(26,866	)		(48,127	)		48,757			-
Interest income (expense) - net		(14,950	)		1,759			5,623			-			(7,568	)
Reorganization items		(35	)		-			-			-			(35	)
Income (loss) before income taxes and equity		(14,407	)		208,883			240,452			(54,671	)		380,257
Provision  (benefit) for income taxes		(22,378	)		80,922			57,509			-			116,053
Equity in income (loss) of subsidiaries		256,233			110,937			-			(367,170	)		-
Net income	$	264,204		$	238,898		$	182,943		$	(421,841	)	$	264,204

20

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

Condensed Consolidating Statement of Income

Six Months Ended April 30, 2010

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	-		$	994,035		$	958,655		$	(327,246	)	$	1,625,444
Cost of sales		-			680,043			682,211			(269,044	)		1,093,210
Product development, selling and administrative expenses		23,083			124,273			88,929			-			236,285
Other (income) expense		-			31,210			(33,361	)		-			(2,151	)
Operating income (loss)		(23,083	)		158,509			220,876			(58,202	)		298,100
Intercompany items		20,862			(29,185	)		(29,441	)		37,764			-
Interest income (expense) - net		(13,592	)		1,565			3,101			-			(8,926	)
Reorganization items		(595	)		-			-			-			(595	)
Income (loss)before income taxes and equity		(16,408	)		130,889			194,536			(20,438	)		288,579
Provision  (benefit) for income taxes		(15,370	)		84,346			22,945			-			91,921
Equity in income (loss) of subsidiaries		197,696			82,012			-			(279,708	)		-
Net income	$	196,658		$	128,555		$	171,591		$	(300,146	)	$	196,658

21

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

Condensed Consolidating Balance Sheets:

As of April 29, 2011

(In thousands)

	Parent		Subsidiary		Non-Guarantor
	Company		Guarantors		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets	$	670,326	$	885,855	$	1,438,919	$	(115,249	)	$	2,879,851
Property, plant and equipment-net		848		201,569		210,502		-			412,919
Intangible assets-net		-		280,999		21,137		-			302,136
Other assets		1,823,614		663,176		1,102,407		(3,367,727	)		221,470
Total assets	$	2,494,788	$	2,031,599	$	2,772,965	$	(3,482,976	)	$	3,816,376
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	11,978	$	567,899	$	702,230	$	(31,086	)	$	1,251,021
Long-term debt		396,269		-		79		-			396,348
Accrued pension costs		345,183		8,015		7,434		-			360,632
Other non-current liabilities		19,239		14,514		52,503		-			86,256
Shareholders’ equity		1,722,119		1,441,171		2,010,719		(3,451,890	)		1,722,119
Total liabilities and shareholders’ equity	$	2,494,788	$	2,031,599	$	2,772,965	$	(3,482,976	)	$	3,816,376

As of October 29, 2010

(In thousands)

	Parent		Subsidiary		Non-Guarantor
	Company		Guarantors		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets	$	488,248	$	744,525	$	1,236,264	$	(107,110	)	$	2,361,927
Property, plant and equipment-net		964		185,073		191,987		-			378,024
Intangible assets-net		-		284,993		19,524		-			304,517
Other assets		1,727,028		501,526		963,265		(2,952,246	)		239,573
Total assets	$	2,216,240	$	1,716,117	$	2,411,040	$	(3,059,356	)	$	3,284,041
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	21,885	$	477,105	$	561,519	$	(37,185	)	$	1,023,324
Long-term debt		396,094		-		232		-			396,326
Accrued pension costs		413,302		7,926		7,120		-			428,348
Other non-current liabilities		29,565		13,794		37,290		-			80,649
Shareholders’ equity		1,355,394		1,217,292		1,804,879		(3,022,171	)		1,355,394
Total liabilities and shareholders’ equity	$	2,216,240	$	1,716,117	$	2,411,040	$	(3,059,356	)	$	3,284,041

22

JOY GLOBAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 29, 2011

(Unaudited)

Condensed Consolidating Statement of Cash Flows:

Six Months Ended April 29, 2011

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Consolidated
Net cash provided by operating activities	$	146,764		$	21,692		$	81,379		$	249,835
Net cash used by investing activities		(184	)		(33,090	)		(19,660	)		(52,934	)
Financing Activities:
Share-based payment awards		67,617			-			-			67,617
Other		(36,623	)		-			3,151			(33,472	)
Net cash provided by financing activities		30,994			-			3,151			34,145
Effect of exchange rate changes on cash and cash equivalents		-			-			24,514			24,514
Increase (decrease) in cash and cash equivalents		177,574			(11,398	)		89,384			255,560
Cash and cash equivalents at beginning of period		439,295			16,262			360,024			815,581
Cash and cash equivalents at end of  period	$	616,869		$	4,864		$	449,408		$	1,071,141

Six Months Ended April 30, 2010

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Consolidated
Net cash provided by operating activities	$	124,258		$	3,855		$	39,900		$	168,013
Net cash used by investing activities		(230	)		(15,260	)		(18,222	)		(33,712	)
Financing Activities:
Share-based payment awards		21,938			-			-			21,938
Other		(44,698	)		(135	)		365			(44,468	)
Net cash provided (used) by financing activities		(22,760	)		(135	)		365			(22,530	)
Effect of exchange rate changes on cash and
cash equivalents		-			-			(423	)		(423	)
Increase (decrease) in cash and cash equivalents		101,268			(11,540	)		21,620			111,348
Cash and cash equivalents at beginning of period		146,223			19,028			306,434			471,685
Cash and cash equivalents at end of period	$	247,491		$	7,488		$	328,054		$	583,033

23

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes to the Condensed Consolidated Financial Statements in Part I of this report.  Dollar amounts are in thousands, except share and per share data and as indicated.

Overview

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

Operating Results

Bookings in the second quarter of 2011 were $1.5 billion, an increase of 45.5% from the prior year second quarter.  Aftermarket bookings increased $138.0 million or 22.3% from the prior year second quarter as parts orders remained strong across most regions.  Original equipment bookings increased $339.0 million or 79.1% from the prior year driven by multiple significant underground orders in Australia and increased room and pillar equipment orders in the United States.  Also, original equipment orders in the surface business more than doubled in the second quarter 2011, with orders for electric mining shovels and blast hole drills used to mine minerals in both energy and infrastructure development remaining strong globally.

Net sales in the second quarter of 2011 were $1.1 billion, an increase of 18.6% from the prior year, which includes a $129.1 million increase in aftermarket sales and a $37.4 million increase in original equipment sales.  Compared to the second quarter of 2010, foreign exchange favorably impacted sales $21.6 million due to the weaker US dollar.

Operating profit in the second quarter increased $53.5 million to $234.1 million, an increase of 29.6% as result of higher net sales, improved overhead absorption, positive price realization and a favorable product mix, with a higher proportion of aftermarket sales.  These benefits were partially offset by higher product development, selling and administrative expenses, as well as higher costs of raw materials.  Fully diluted earnings per share in the fiscal 2011 second quarter were $1.52, compared to $1.15 in the prior year second quarter.

Bookings in the fiscal 2011 six months were $2.8 billion, an increase of 48.3% from the prior year six months.  Original equipment bookings increased $667.8 million or 90.3% from the prior year driven by significant underground orders in Australia, including a complete longwall system in the first quarter of 2011 and room and pillar equipment orders in the United States.  Also, surface orders for electric mining shovels and blast hole drills increased by more than 78.1% with demand globally representing both brownfield and greenfield expansions.  The surface original equipment orders also included a multiple shovel order in India, our first order from an Indian customer in more than a decade.  Aftermarket bookings increased $228.6 million or 20.5% from the fiscal 2010 six months as parts orders were up across most regions.

Net sales in the fiscal 2011 six months were $1.9 billion, an increase of 18.9% from the prior year, which includes a $233.5 million increase in aftermarket sales and a $73.4 million increase in original equipment sales.  Compared to the fiscal 2010 six months, foreign exchange favorably impacted sales $36.1 million due to the weaker US dollar.

24

Operating profit in the fiscal 2011 six months increased $89.8 million to $387.9 million, an increase of 30.1% as a result of higher net sales, improved overhead absorption, positive price realization and a favorable product mix, with a higher proportion of aftermarket sales.  These benefits were partially offset by higher product development, selling and administrative expenses, as well as a higher cost of materials.  Fully diluted earnings per share in the fiscal 2011 six months were $2.48, compared to $1.88 in the prior year six months.

LeTourneau Acquisition

On May 13, 2011 we entered into a definitive agreement with Rowan Companies, Inc. to purchase all of the outstanding capital stock of LeTourneau for $1.1 billion, subject to a working capital adjustment.  We expect to close the transaction following receipt of necessary regulatory approvals, and satisfaction of customary closing conditions, which is expected to occur within 60 days of the agreement date.  The transaction will be financed through a combination of cash and additional borrowings.

LeTourneau operates in two businesses, mining products and drilling products.  The LeTourneau mining business is a leading manufacturer of large wheel loaders for surface mining, providing the industry’s largest model sizes and payload capacities.  The drilling business designs, builds and supports offshore jack-up rigs, drilling rigs and drilling equipment, as well as the major components to support these rigs, for the oil and gas industries.

Market Outlook

Mining industry fundamentals remain solid even if the outlook is for slower economic growth.  There is limited excess mine capacity today, and expansion programs are still behind after being on hold for most of 2009 and into 2010.  Mining companies also have to compensate for declining ore grades and for routine production outages from weather, geology and labor issues.  As a result, the mining industry continues to deploy record levels of capital expenditures for mine expansion projects.  Our increasing order rates for original equipment over the past several quarters are an indication that those projects are progressively moving to equipment selection.  In addition, projects continue to move through the planning and permitting phases, and these projects will support longer term demand for mining equipment.

The seaborne coal markets continue to be dominated by the emerging economies, and by China and India in particular.  Power generation in China during the first four months of this year is up from last year, and steel production is also up.   Both power generators and steel makers have been reluctant to buy coal at prices that were elevated by the Australian flooding earlier this year, and therefore coal stockpiles have been depleted.    The national average of coal stockpiles at power plants in China reached a yearly low as measured in days of supply in April.  These low stockpiles are occurring at a seasonal period in which stockpiles are normally replenished going into the summer cooling season, and this is creating concerns about growing power shortages this summer.  In addition, drought conditions in China are reducing hydro generation, and this should increase coal burn for replacement power generation.  Although domestic coal production is up year to date in China, this increase is in line with consumption increases and is not enough to reduce imports.  As a result, imports are expected to increase for the remainder of the year.  There was some evidence of that in April, with coal imports into China up greater than 20% from the prior month.

India’s demand for seaborne coal also remains strong.   India plans to double its rate of growth in power generating capacity between 2010 and 2012.  India imported 70 million tonnes of coal last year, and this is expected to grow to 140 million tonnes by 2012.

Japan is now an additional factor in seaborne coal demand.  The damage to nuclear plants in Japan as a result of the earthquake has caused the indefinite shutdown of roughly 7 GW of electricity generation.  An additional 6 GW of coal-fired generation is already planned to come on line between 2011 and 2020, and it is likely that previously shuttered coal plants will be reinstated to replace the lost generation from nuclear power.   Supply constraints will add further pressure to the seaborne markets.  The Southeast Asian countries of Indonesia, Thailand, Vietnam and Malaysia are constructing 35 GW of new coal-fired power generating capacity, and this will redirect more of their seaborne capacity to domestic consumption.

25

Coal demand in the U.S. market has been improving since early 2010, and the outlook continues to be positive.  First quarter 2011 production was up over 2010 on recovery in industrial sector electricity usage and an increase in export volumes.  In addition, two U.S. coal producers are investing in western port capacity that will enable Powder River Basin coal to access the Pacific seaborne market.  U.S. coal stockpiles are down from their peak in 2009, but remain above the average of the past five years.  However, this is not adversely affecting pricing, with prices in all markets up from the first of the year.

Copper fundamentals are among the strongest of all commodities.  Demand has broadened with recovery in the industrial sector of the developed economies, but China remains the major consumer of global demand.  China copper imports have slowed this year, but inventories at the Shanghai Futures Exchange have dropped by half, which indicates that China is going through another cycle of de-stocking.  China has a history of moving between periods of de-stocking and re-stocking, and it is expected that re-stocking will return in the second half of this year.  In addition, China’s multi-year program to build out the electricity grid in the western provinces is expected to add to its copper demand, and overall China demand is expected to grow 7% this year.   As a result of longer term demand expectations, major capacity expansion projects are underway in most of the main copper producing regions, running from Chile in the south to Alaska in the north.

China imports of iron ore are up in the first four months of this year, consistent with the increase in steel production in the country.  Iron ore supply is still constrained by previous export restrictions out of India and by rail access out of the Pilbara region in Western Australia, and this is keeping spot prices up 38% from a low point in July of 2010.  Major iron ore capacity expansion projects are underway in Western Australia, Brazil and Southern Africa.  In North America, the iron ore producers are working at full capacity and continue in-pit expansions of existing mines.

High oil prices are providing support for expansion projects in the oil sands of Alberta, Canada.  The activity has recently been largely brown field expansions, but the current producers are beginning to reactivate some projects that were previously put on hold.

In summary, favorable pricing and a strong long-term outlook continue to drive the broad-based expansion of key commodities, which translates into increased spending by mining companies.  Capital expenditures by mining companies directly correlate with our original equipment bookings.

Company Outlook

Our second quarter order bookings and the industry fundamentals continue to support our view that we are in the early stages of a multi-year expansion.  Mining capital expenditure budgets are at record levels, and customers are continuing to execute these expansion programs.  As a result, our list of qualified prospects remains at historically high levels despite the record number of machines we booked this quarter and this underscores longer term support for equipment demand.  We have an extremely good view of active mine expansion projects through our early work directly with customers for pre-engineering and project planning.  However, the timing of equipment orders can vary by months or quarters due to delays in a number of enabling activities, such as permitting or infrastructure development.  With this in mind, the particularly strong orders this quarter should be considered in the context of the very lumpy nature of original equipment.

The gains in aftermarket orders and shipments are correlated to mine production rates, and are another indicator of the positive industry fundamentals.  These gains also validate our strategy to convert the aftermarket from transactions to Life Cycle Management programs.  Not only do we get better capture rates with our aftermarket programs, but they result in higher machine reliability for our customers.

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Results of Operations

Quarter Ended April 29, 2011 to Quarter Ended April 30, 2010

Net Sales

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

	Quarter Ended
	April 29,			April 30,			$		%
In thousands	2011			2010			Change		Change
Net Sales
Underground Mining Machinery	$	648,364		$	544,287		$	104,077		19.1
Surface Mining Equipment		439,977			383,613			56,364		14.7
Eliminations		(25,612	)		(31,676	)		6,064		19.1
Total	$	1,062,729		$	896,224		$	166,505		18.6

Second quarter 2011 Underground Mining Machinery net sales were $648.4 million, compared to the prior second quarter of $544.3 million, which included an $84.7 million increase in aftermarket sales and a $19.4 million increase in original equipment sales.  The increase in aftermarket sales was led by parts and rebuilds.  Parts sales were up in most regions globally with the most significant increases coming from the United States (“U.S.”) and China of $11.6 million and $22.1 million, respectively.   Rebuild sales increased in the U.S., Australia and the United Kingdom, with the largest increase in the U.S. at $17.8 million. The increase in original equipment sales was primarily related to $33.8 million of longwall application equipment sales in the U.S., which was partially offset by decreased sales in Australia and the United Kingdom.  Sales were also favorably impacted by $20.4 million of foreign currency translation due to the weaker U.S. dollar.

Second quarter 2011 Surface Mining Equipment net sales were $440.0 million, compared to the prior year second quarter of $383.6 million, which included a $40.6 million increase in aftermarket sales and a $15.8 million increase in original equipment sales.  Aftermarket sales increased across all regions but were led by activity in North American coal and iron ore markets and South America copper markets.  The increase in original equipment sales was primarily related to shovel sales in the coal and copper producing regions of South America, Australia and Russia, partially offset by decreased sales in North America.  Sales were also favorably impacted by $1.1 million of foreign currency translation due to the weaker U.S. dollar.

Operating Income

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

	Quarter Ended
	April 29, 2011					April 30, 2010
In thousands	Operating Income (loss)			% of Net Sales		Operating Income (loss)			% of Net Sales
Underground Mining Machinery	$	154,999			23.9	$	109,264			20.1
Surface Mining Equipment		101,028			23.0		92,007			24.0
Corporate Expense		(15,442	)		-		(12,886	)		-
Eliminations		(6,523	)		-		(7,845	)		-
Total	$	234,062			22.0	$	180,540			20.1

27

Operating income for Underground Mining Machinery was $155.0 million in the second quarter of 2011 compared to $109.3 million in the second quarter of 2010.  Operating income was favorably impacted by $42.5 million due to higher sales volumes, $14.9 million from positive price realization and a favorable product mix, with a higher proportion of aftermarket sales and favorable overhead absorption of $16.9 million.  Partially offsetting these increases were $7.0 million of increased selling, product and administrative expenses, unfavorable change in material cost variance of $15.9 million, and the impact of a prior year foreign currency gain of $5.2 million that was not repeated in the current year.

Operating income for Surface Mining Equipment was $101.0 million in the second quarter of 2011 compared to $92.0 million in the second quarter of 2010.  Operating income was favorably impacted by $22.0 million due to higher sales volumes, $3.5 million of decreased incentive and performance based compensation and $5.8 million of favorable overhead absorption.  Operating income was unfavorably impacted by $2.6 million on lower margin original equipment sales, change in material cost variance of $14.2 million and increased selling product and administrative expense of $5.2 million.

Corporate expense increased by $2.6 million primarily due to increased professional service fees related to acquisitions and other strategic initiatives, partially offset by decreased employee relocation costs.

Product Development, Selling and Administrative Expense

 Product development, selling and administrative expense totaled $141.5 million, or 13.3% of sales, in the second quarter of 2011, compared to $126.3 million, or 14.1% of sales, in the second quarter of 2010.  Product costs increased in the second quarter by $4.6 million due to the continued pursuit of technological advances in current product offerings combined with new product development efforts.  Selling and administrative expense increased by $10.7 million primarily due to human resource investments, consulting costs, technology investments and acquisition related costs.

Provision for Income Taxes

Income tax expense was $68.9 million in the second quarter of 2011 as compared to $55.2 million in the second quarter of 2010, with effective income tax rates for the second quarter of 2011 and 2010 of 29.8% and 31.4%, respectively.   The lower second quarter 2011 tax rate resulted from the benefit of tax planning strategies implemented this fiscal year, partially offset by a higher proportion of sales in regions with higher tax rates.  The effective income tax rate differs from the U.S. federal corporate income tax rate primarily due to foreign tax rate differentials.

Bookings and Backlog

Bookings for the second quarter of 2011 and 2010 are the following:

	Quarter Ended
	April 29,			April 30,
In thousands	2011			2010
Underground Mining Machinery	$	905,208		$	682,542
Surface Mining Equipment		670,425			398,288
Eliminations		(50,802	)		(32,995	)
Total  Bookings	$	1,524,831		$	1,047,835

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Underground Mining Machinery original equipment orders increased by $148.9 million in the quarter and were led by the booking of two significant longwall orders in Australia and room and pillar equipment orders in the U.S.  China’s original equipment orders were down due to a longwall order that was received in the second quarter of fiscal 2010 not repeated in the second quarter of 2011.  Original equipment orders for the Surface Mining Equipment increased by $204.9 million.  New equipment orders for electric mining shovels, blasthole drills and alliance products were received from customers in North America, South America, Russia and South Africa for use in mining coal, copper and iron ore.  Original equipment bookings also benefited from the weaker U.S. dollar by $79.2 million mainly due to the U.S. dollar exchange rate with Australia.

Underground Mining Machinery aftermarket bookings increased by $73.8 million in the second quarter of 2011.  All regions had increased aftermarket orders except South Africa which had decreased parts and rebuilds bookings.  Surface Mining Equipment aftermarket orders increased by $67.2 million in the quarter.  Increases were seen across most regions with China, South Africa and the U.S. leading the way.  Aftermarket bookings also benefited from the weaker US dollar by $51.7 million.

Backlog as of April 29, 2011 and October 29, 2010 is as follows:

	April 29,			October 29,
In thousands	2011			2010
Underground Mining Machinery	$	1,781,605		$	1,208,181
Surface Mining Equipment		917,718			637,050
Eliminations		(60,182	)		(24,973	)
Total  Backlog	$	2,639,141		$	1,820,258

           Backlog increased by $818.9 million from October 29, 2010, and ended the second quarter at $2.6 billion.  The increase in backlog is due to increased orders for both businesses in original equipment and aftermarket products.  Backlog does not include anticipated revenues from long-term maintenance and repair contracts.

Six Months Ended April 29, 2011 to Six Months Ended April 30, 2010

Net Sales

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

	Six Months Ended
	April 29,			April 30,			$		%
In thousands	2011			2010			Change		Change
Net Sales
Underground Mining Machinery	$	1,159,302		$	968,018		$	191,284		19.8
Surface Mining Equipment		825,820			711,613			114,207		16.0
Eliminations		(52,861	)		(54,187	)		1,326		2.4
Total	$	1,932,261		$	1,625,444		$	306,817		18.9

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Fiscal 2011 six months Underground Mining Machinery net sales were $1.2 billion, compared to the prior year six months of $968.0 million, which included a $149.4 million increase in aftermarket sales and $41.9 million increase in original equipment sales.  Aftermarket sales increased across all regions.  Parts sales increased $36.0 million and $25.1 million in China and the U.S., respectively, while rebuild sales increased in the U.S. by $37.9 million.  Original equipment sales increased in China by $47.0 million due to our first China longwall system sale during the first quarter of 2011.  Original equipment sales also increased in the U.S. by $48.8 million primarily due to longwall equipment sales.  Partially offsetting these increases was a $26.1 million decrease in room and pillar equipment in Australia.  Sales were also favorably impacted by the fluctuation in exchange rates by $30.2 million.

Fiscal 2011 six months Surface Mining Equipment net sales were $825.8 million, compared to the prior year six months of $711.6 million, which included an $85.1 million increase in aftermarket sales and $29.1 million increase in original equipment sales.  Parts sales increased by $35.5 million, and were evenly distributed across all regions.  The increase in service sales of $49.6 million was primarily related to North America coal and iron ore markets and South America copper markets.  Original equipment sales increased primarily due to increased alliance sales of $19.8 million and increased shovel sales into China.  Sales were also favorably impacted by the fluctuation in exchange rates by $6.0 million.

Operating Income

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

	Six Months Ended
	April 29, 2011					April 30, 2010
In thousands	Operating Income (loss)			% of Net Sales		Operating Income (loss)			% of Net Sales
Underground Mining Machinery	$	250,370			21.6	$	177,487			18.3
Surface Mining Equipment		176,913			21.4		157,391			22.1
Corporate Expense		(26,156	)		-		(23,136	)		-
Eliminations		(13,267	)		-		(13,642	)		-
Total	$	387,860			20.1	$	298,100			18.3

Operating income for the Underground Mining Machinery segment was $250.4 million in the fiscal 2011 six months, compared to operating income of $177.5 million in the fiscal 2010 six months.  Operating income was favorably impacted by $77.2 million due to higher sales volumes, $25.6 million in favorable overhead absorption and $22.3 million from positive price realization and a favorable product mix, with a higher proportion of aftermarket sales.   These increases were offset by unfavorable material cost variance of $25.9 million, increased selling, product and administrative expenses of $19.8 million and the impact of a prior year foreign currency gain of $7.3 million that was not repeated in the current year.

Operating income for the Surface Mining Equipment segment was $176.9 million in the fiscal 2011 six months compared to operating income of $157.4 million in the fiscal 2010 six months.  Operating income was favorably impacted by $41.3 million due to higher sales volumes, favorable overhead absorption of $8.3 million, and $2.1 million from favorable product mix, with a higher proportion of aftermarket sales.  Partially offsetting these increases were the unfavorable change in material cost variance of $19.2 million and increased selling, product and administrative expense of $15.0 million.

Corporate expense increased by $3.0 million primarily due to increased professional service fees related to acquisitions and other strategic initiatives.

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Product Development, Selling and Administrative Expense

Product development, selling and administrative expense totaled $273.7 million, or 14.2% of sales, in the fiscal 2011 six months, compared to $236.3 million, or 14.5% of sales, in the fiscal 2010 six months.  Product costs increased $7.4 million due to the continued pursuit of technological advances in current product offerings combined with new product development efforts.  Selling costs increased $14.9 million, which were mostly attributable to higher trade show activity and increased warehousing costs to meet higher parts demand.    Administrative expenses increased $15.8 million primarily due to acquisition related costs, human resource and technology investments, employee relocation costs and legal expense.

Provision for Income Taxes

Income tax expense was $116.1 million for the fiscal 2011 six months, compared to $91.9 million for the fiscal 2010 six months.  The income tax provisions represented effective income tax rates for the fiscal 2011 and 2010 six months of 30.5% and 31.9%, respectively.  The lower tax rate resulted from the benefit of tax planning strategies implemented this fiscal year, partially offset by a higher proportion of sales in regions with higher tax rates.  The effective income tax rate differs from the U.S. federal corporate income tax rate primarily due to foreign tax rate differentials.

Bookings

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

	Six Months Ended
	April 29,			April 30,
In thousands	2011			2010
Underground Mining Machinery	$	1,726,638		$	1,156,517
Surface Mining Equipment		1,106,488			754,071
Eliminations		(80,821	)		(54,691	)
Total  Bookings	$	2,752,305		$	1,855,897

Bookings in the fiscal 2011 six months were $2.8 billion, up 48.3% compared to orders in the fiscal 2010 six months of $1.9 billion.  Underground original equipment orders were up $475.6 million primarily due to three longwall orders in Australia along with increased room and pillar equipment orders in the U.S.  Original Equipment orders for the surface business were up $209.2 million when compared to the prior year.  Increased shovel, drill and alliance bookings were primarily for customers in North and South America, Russia, South Africa, India and Australia that will be used in mining coal, copper and iron ore. A multiple shovel order in India was our first significant original equipment order for the surface business in that country in more than a decade.  Original equipment bookings also benefited from the fluctuations in exchange rates by $118.7 million.

Aftermarket bookings for Underground Mining Machinery increased by $94.5 million in the fiscal 2011 six months.  Growth in aftermarket orders was driven by activity in Australia, partially offset by decreased rebuild orders in the U.S.  Surface mining aftermarket orders were also up, increasing $143.2 million in the fiscal 2011 six months when compared to the fiscal 2010 six months.  Aftermarket orders increased in all regions, except Australia, and were most significant in South America and China.  Aftermarket bookings also benefited from fluctuations in exchange rate by $69.3 million.

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Liquidity and Capital Resources

The following table reconciles trade working capital to working capital as of April 29, 2011 and October 29, 2010, respectively:

In thousands	April 29, 2011			October 29, 2010
Accounts receivable	$	745,413		$	674,135
Inventories		936,820			764,945
Accounts payable		(321,624	)		(291,742	)
Advance payments		(619,798	)		(376,300	)
Trade Working Capital	$	740,811		$	771,038
Other current assets		126,477			107,266
Short-term notes payable		(4,879	)		(1,550	)
Employee compensation and benefits		(90,160	)		(128,132	)
Accrued warranties		(66,776	)		(62,351	)
Other current liabilities		(147,784	)		(163,249	)
Working Capital Excluding Cash and Cash Equivalents	$	557,689		$	523,022
Cash and Cash Equivalents		1,071,141			815,581
Working Capital	$	1,628,830		$	1,338,603

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

During the fiscal 2011 six months cash provided by operating activities was $249.8 million compared to cash provided by operating activities of $168.0 million during the fiscal 2010 six months.  The additional cash provided by advance payments and progress billings of $265.8 million is associated with higher level of new orders.  This was offset by an increase in inventory levels of $190.3 million to support increasing production plans for the remainder of this year and a $33.4 million increase in accounts receivable due to higher sales volumes.

During the fiscal 2011 six months cash used by investing activities was $52.9 million compared to cash used by investing activities of $33.7 million during the fiscal 2010 six months.  The change in investing activities was primarily associated with an increase in capital expenditures of $21.0 million as we continue to invest in our repair and rebuild facilities to support the expanding installed original equipment base as well as increased investment in manufacturing equipment that will support our increasing production schedules.

During the fiscal 2011 six months cash provided by financing activities was $34.1 million compared to cash used by financing activities of $22.5 million during the fiscal 2010 six months.  The change was primarily due to increased proceeds from equity award activity.

On February 16, 2011, our Board of Directors declared a cash dividend of $0.175 per outstanding share of common stock.  The dividend was paid on March 18, 2011 to all shareholders of record at the close of business on March 4, 2011.

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Retiree Benefits

For the fiscal 2011 six months we have recognized $25.2 million of defined benefit pension expense compared to $26.5 million for the comparable prior year period.  Through April 29, 2011 we have contributed $69.3 million to our U.S. defined benefit plans and during 2011 we expect to contribute approximately $135.0 to $145.0 million to our U.S. defined benefit employee pension plans.  The investment performance of the pension plans’ assets along with the movement in the discount rate used to calculate the pension plans’ liabilities will determine the amount and timing of additional contributions to the pension plans in subsequent years.

Share Repurchase Program

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

LeTourneau Acquisition

On May 13, 2011 we entered into a definitive agreement with Rowan Companies, Inc. to purchase all of the outstanding capital stock of LeTourneau for $1.1 billion, subject to a working capital adjustment.  We expect to close the transaction following receipt of necessary regulatory approvals, and satisfaction of customary closing conditions, which is expected to occur within 60 days of the agreement date.  The transaction will be financed through a combination of cash and additional borrowings.  LeTourneau operates in two businesses, mining products and drilling products.

The LeTourneau mining business is a leading manufacturer of large wheel loaders for surface mining, providing the industry’s largest model sizes and payload capacities.  The mining business provides a complementary product offering to our Surface Mining Equipment division and further expands the opportunities of our Life Cycle Management philosophy.  In addition, the loaders will also give us access to smaller, non-electrified mines where more mobile equipment is needed by our customers.

The drilling business designs, builds and supports offshore jack-up rigs, drilling rigs and drilling equipment, as well as the major components to support these rigs, for the oil and gas industries.

Financial Condition

As of April 29, 2011, we had $1.1 billion in cash and cash equivalents and $255.3 million available for borrowings under the Credit Agreement.  Our current cash requirements include working capital, completion of the LeTourneau acquisition, defined benefit pension contributions, capital expenditures, dividends, and interest payments.  We will also continue to evaluate strategic acquisitions, including mining-related product line additions or service extensions.  Based upon our current and forecasted level of operations, we believe that cash flows from operations, together with cash and cash equivalents on hand, available borrowings under the Credit Agreement and access to global credit markets will be adequate to meet our anticipated future cash requirements.

33

Off-Balance Sheet Arrangements

We lease various assets under operating leases.  No significant changes to lease commitments have occurred since our year ended October 29, 2010.  We have no other off-balance sheet arrangements, other than as noted  in Note 7 to the Condensed Consolidated Financial Statements.

Critical Accounting Estimates, Assumptions and Policies

Our discussion and analysis of financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these Condensed Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities.  We evaluate, on an ongoing basis, our estimates and judgments, including those related to bad debts, excess inventory, warranty, intangible assets, income taxes, pension and postretirement benefits and costs, and contingencies.  We base our estimates on historical experience and assumptions that we believe to be reasonable under the circumstances.  Actual results may differ from these estimates.

We believe our accounting policies for revenue recognition, inventories, goodwill and other intangible assets, accrued warranties, pension and post-retirement benefits and costs, and income taxes are the ones that most frequently require us to make estimates and judgments, and therefore are critical to the understanding of our results of operations.  See Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended October 29, 2010 for a discussion of these policies.  There were no material changes to these policies during the second quarter of 2011.

Recent Accounting Pronouncements

Our new accounting pronouncements are set forth under Part I, Item 1 of this Form 10-Q and are incorporated by reference.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

As more fully described in our Annual Report on Form 10-K for the year ended October 29, 2010, we are exposed to various types of market risks, primarily foreign currency risks.  We monitor our risks in this area on a continuous basis and generally enter into forward foreign currency contracts to minimize these exposures.  We do not engage in speculation in our derivative strategies.  Gains and losses from foreign currency contract activities are offset by changes in the underlying costs of the transactions being hedged.  There have been no material changes to our primary market risk exposures or how such risks are managed since our year ended October 29, 2010.

Item 4.  Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to us, including our consolidated subsidiaries, is made known on a timely basis to the officers who certify our financial reports and to other members of senior management and the Board of Directors.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.  Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures are effective (1) in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and (2) to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There have not been any changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during our quarter ended April 29, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.   OTHER INFORMATION

Item 1.  Legal Proceedings

No change.

Item 1A.  Risk Factors

No change.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(a)  Not applicable.

(b) Not applicable.

(c) Not applicable.

Item 3.  Defaults upon Senior Securities

Not applicable.

Item 4.  Reserved

Item 5.  Other Information

Not applicable.

Item 6.  Exhibits

10.1	Form of Restricted Stock Unit Award Agreement, dated March 8, 2011 between the registrant and each of its non-employee directors in connection with restricted stock unit awards granted under the Joy Global Inc. 2007 Stock Incentive Plan.
31.1	Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certifications
31.2	Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certifications
32	Section 1350 Certifications

35

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	JOY GLOBAL INC.
	(Registrant)
	/s/ Michael S. Olsen
Date: June 6, 2011	Michael S. Olsen
	Executive Vice President, Chief Financial Officer
	and Treasurer
	(Principal Financial Officer)
	/s/ Ricky T. Dillon
Date: June 6, 2011	Ricky T. Dillon
	Vice President, Controller
	and Chief Accounting Officer
	(Principal Accounting Officer)

36

EX-10.1

Exhibit 10.1

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT is entered into as of March 8, 2011, between Joy Global Inc. (the “Company”) and _____________ (the “Grantee”).  In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and the Grantee agree as follows:

Subject to the provisions of this Agreement and the provisions of the Joy Global Inc. 2007 Stock Incentive Plan (as amended from time to time, the “Plan”), the Company hereby grants to the Grantee ______________ restricted stock units (the “Restricted Stock Units”) as of

March 8, 2011 (the “Grant Date”).  This grant constitutes an “other stock-based award” under Section 8 of the Plan.  Capitalized terms not defined in this Agreement have the meanings given to them in the Plan.

1.           Vesting.  Subject to the provisions of Paragraph 5(a) of this Agreement, the Restricted Stock Units will vest and become non-forfeitable on the one-year anniversary of the Grant Date.

2.           Restriction Period.  The Restriction Period is the time between the Grant Date and the date on which the Restricted Stock Units are settled.

3.           No Shareholder Rights Before Settlement.  The Grantee shall not be entitled to any rights or privileges of ownership of shares of Common Stock with respect to any Restricted Stock Unit unless and until a share of Common Stock is actually delivered to the Grantee in settlement of such Restricted Stock Unit pursuant to this Agreement.

4.           Dividends.  On each payment date with respect to any dividend or distribution to holders of Common Stock with a record date occurring during a Restriction Period, the Grantee will be credited with additional Restricted Stock Units (rounded to the nearest whole unit) having a value equal to the amount of the dividend or distribution that would have been payable with respect to the Restricted Stock Units if they had been actual shares of Common Stock on such record date, based on the Fair Market Value of a share of Common Stock on the applicable payment date.  Such additional Restricted Stock Units shall also be credited with additional Restricted Stock Units as further dividends or distributions are declared.  All such additional Restricted Stock Units shall be subject to the same restrictions and conditions as the Restricted Stock Units with respect to which they were credited, including the forfeiture and settlement terms in Paragraph 5 of this Agreement and any deferral election.

5.           Forfeiture and Settlement of Units.

(a)           The Restricted Stock Units shall be forfeited if the Grantee’s service as a member of the Company’s Board of Directors is terminated for any reason prior to the one-year anniversary of the Grant Date; provided, however, that if the Grantee’s service on the Board terminates by reason of the Grantee’s death or Disability (provided that, on account of the Disability, the Grantee is disabled within the meaning of Section 409A(a)(2)(C) of the Code and the regulations thereunder) (a “409A Disability”), the Restricted Stock Units shall become non-forfeitable.   In the Event of Grantee’s death or 409A Disability, the Restricted Stock Units shall be settled as soon as practicable (but no more than 30 days) after the date of death or the 409A Disability.  In the event that the Grantee dies before settlement of all of the Grantee’s vested Restricted Stock Units (whether while the Grantee is a member of the Board or after such membership has terminated), all such remaining vested Restricted Stock Units shall be settled by delivery to the Grantee’s beneficiary or beneficiaries (as determined under the Plan), as soon as practicable (but no more than 30 days) after the date of such death, of a number of shares of Common Stock equal to the number of such Restricted Stock Units.  If, in the event of the Grantee’s death, the Grantee fails to designate a beneficiary, or if the designated beneficiary of the Grantee dies before the Grantee or before the complete distribution of the amounts distributable under this Agreement, the amounts to be distributed under this Agreement shall be distributed to the legal representative or representatives of the estate of the last to die of the Grantee and the beneficiary.

(b)           Unless earlier forfeited or settled pursuant to Paragraph 5(a) of this Agreement, Restricted Stock Units shall be settled as follows:

_____________ Restricted Stock Units shall be settled on the one-year anniversary of the Grant Date, except as provided in an executed Deferral Election Form which was received by the Company prior to the Grant Date, a copy of which is attached hereto as Exhibit A (“Deferral-Eligible RSUs”);

_____________ Restricted Stock Units shall be settled on the one-year anniversary of the date on which the Grantee’s service on the Board terminates.

(c)           Each Restricted Stock Unit settled pursuant to this Paragraph 5 shall be settled by delivery of one share of Common Stock.  Any fractional Restricted Stock Units shall be rounded to the nearest whole number.

6. Change in Control and Corporate Events.

(a)           Notwithstanding any other provision of this Agreement, in the event of a Change in Control (unless such Change in Control does not qualify as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder), all outstanding Restricted Stock Units held by the Grantee on the effective date of the Change in Control, whether or not then vested, shall be settled as soon as practicable (but no more than 30 days) after the Change in Control by payment to the Grantee of an amount in cash equal to the Fair Market Value of a share of Common Stock on the date of the Change in Control times the number of such Restricted Stock Units.

(b)           In the event of a stock split, spin-off, or other distribution of stock or property of the Company, or any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), the number of Restricted Stock Units subject to the award shall be equitably adjusted by the Committee as it determines to be appropriate in its sole discretion; provided, however, that the number of Restricted Stock Units subject to the award shall always be a whole number.  In the event of any other change in corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), or a corporate transaction, such as any merger, consolidation, or separation, or any partial or complete liquidation of the Company, the number and kind of Restricted Stock Units subject to the award may be adjusted by the Board or Committee as the Board or Committee may determine to be appropriate in its sole discretion; provided, however, that the number of Restricted Stock Units subject to the award shall always be a whole number.  The determination of the Board or Committee regarding any adjustment will be final and conclusive.

2

7.           Nontransferability.  Restricted Stock Units granted under this Agreement are not transferable by the Grantee, whether voluntarily or involuntarily, by operation of law or otherwise, during the Restriction Period, except as provided in the Plan.  Any assignment, pledge, transfer or other disposition, voluntary or involuntary, of the Restricted Stock Units made, or any attachment, execution, garnishment, or lien issued against or placed upon the Restricted Stock Units, shall be void.

8.           Administration.  This Agreement and the rights of the Grantee hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan.  It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Grantee.

9.           Notices.  All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by facsimile, overnight courier, or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Grantee:

If to the Company:               Joy Global Inc.

100 East Wisconsin Avenue, Suite 2780

Milwaukee, WI  53202

Attention:  Corporate Secretary

Facsimile: 414-319-8520

or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with this Paragraph 9.  Notice and communications shall be effective when actually received by the addressee.

3

10.           Successors.  Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any transferee or successor of the Grantee pursuant to Paragraph 7.

11.           Laws Applicable to Construction.  The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware as applied to contracts executed in and performed wholly within the State of Delaware, without reference to principles of conflict of laws.

12.           Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

13.           Conflicts and Interpretation.  In the event of any conflict between this Agreement and the Plan, the Plan shall control.  In the event of any ambiguity in this Agreement, any term which is not defined in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, and (c) make all other determinations deemed necessary or advisable for the administration of the Plan.

14.           Headings.  The headings of paragraphs herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.

15.           Amendment.  This Agreement may not be modified, amended or waived except by an instrument in writing signed by both parties hereto.  The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

16.           Section 409A of the Code.  This Agreement (including Exhibit A) and the Plan are intended, and shall be construed, to comply with the requirements of Section 409A of the Code.  Any distribution that is triggered by a termination of service on the Board shall be triggered by a separation from service as determined under Section 409A(a)(2)(a)(i) of the Code.  However, neither the Agreement nor the Plan transfers to the Company or any entity or other individual any tax or penalty that is the responsibility of the Grantee.  If any distribution or settlement of a Restricted Stock Unit pursuant to the terms of this Agreement or the Plan would subject the Grantee to tax under Section 409A of the Code, the Company shall modify this Agreement and/or the Plan (in each case, without the consent of the Grantee) in the least restrictive manner necessary in order to comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and, in each case, without any material diminution in the value of the distributions to the Grantee.

17.           Counterparts.  This Agreement may be executed in counterparts, which together shall constitute one and the same original.

4

18.           Miscellaneous.

(a)           This Agreement shall not confer upon Grantee any right to continue as a member of the Board, nor shall this Agreement interfere in any way with the right of the Company’s shareholders to terminate the Grantee’s Board service at any time.

(b)           This Agreement shall be subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

IN WITNESS WHEREOF, the Grantee has executed this Agreement, and the Company has caused this Agreement to be executed in its name and on its behalf, all as of the date first written above.

JOY GLOBAL INC.

Sean D. Major

Executive Vice President, General Counsel and Secretary

GRANTEE

By:

5

EXHIBIT A

DEFERRAL ELECTION FORM

Restricted Stock Unit Award Agreement

under the

Joy Global Inc. 2007 Stock Incentive Plan

If Restricted Stock Units under Paragraph 5 of the Agreement to which this election form is attached would otherwise be settled on the one-year anniversary of the Grant Date (“Deferral-Eligible RSUs”), you have the opportunity to make a one-time election to defer settlement of such restricted stock units.  If you wish to make this election, please complete this form and return a signed copy to the Company no later than___________________________.  If you do not return this form by that deadline, your Deferral-Eligible RSUs will be settled on the date specified in Paragraph 5 of the Award Agreement without regard to this Deferral Election Form.(Capitalized terms not defined in this form are defined in the Agreement).

Grantee:

Grant Date of Restricted Stock Units:

If you elect to defer settlement, the Deferral-Eligible RSUs that otherwise would have been settled on the settlement date determined under the Award Agreement will instead be settled in shares of Common Stock at the time you specify below.  You will not have any rights (including voting rights) as a shareholder with respect to the Deferral-Eligible RSUs until the Common Stock is actually distributed to you.

Deferral Election   o I hereby elect to defer receipt of all (100%) of my Deferral-Eligible RSUs pursuant to the terms of this Deferral Election Form.   o I hereby elect to receive my Deferral-Eligible RSUs at the time specified in Paragraph 5 of the Award Agreement.   My election to defer (if any) does not apply to any Restricted Stock Units that are not Deferral-Eligible RSUs.  In addition, my election to defer (if any) will be effective only to the extent that it complies with the requirements of section 409A of the Internal Revenue Code (“§ 409A”) and Treasury Regulation section 1.409A-2(a).  

6

Settlement Date	I hereby irrevocably elect to defer settlement of my Deferral-Eligible RSUs until (select only one of the following):
		o The one-year anniversary of the date I cease to serve on the Board
		o     _________________________ (insert any date (including month, day, and year) that is no earlier than the one-year anniversary of the Grant Date)
	Notwithstanding my deferral election:
	·	in the event of death or a 409A Disability before the settlement date I elected above,my Deferral-Eligible RSUs shall instead be settled on the date specified in Paragraph 5(a) of the Award Agreement; and
	·	in the event of a Change in Control that qualifies as an event described in Section 409A(a)(2)(A)(v) of the Code before the settlement date I elected above, my Deferral-Eligible RSUs shall instead be settled on the date specified in Paragraph 6 of the Award Agreement.

By executing this Deferral Election Form, I hereby acknowledge my understanding of, and agreement with, its terms.

Grantee Signature Date

 7

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Michael W. Sutherlin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Joy Global Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 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 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 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 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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: June 6, 2011

/s/ Michael W. Sutherlin                                              

Michael W. Sutherlin

President and Chief Executive Officer

 

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Michael S. Olsen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Joy Global Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 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 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 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 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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: June 6, 2011

/s/ Michael S. Olsen                                       

Michael S. Olsen,

Executive Vice President, Chief Financial Officer,

and Treasurer

(Principal Financial Officer)

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Joy Global Inc. (the "registrant") on Form 10-Q for the quarter ended April 29, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "report"), we, Michael W. Sutherlin and Michael S. Olsen, Chief Executive Officer and Chief Financial Officer, respectively, of the registrant, certify, pursuant to 18 U.S.C. § 1350, that to our knowledge:

(1) The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Dated:  June 6, 2011

/s/ Michael W. Sutherlin

Michael W. Sutherlin

President and

Chief Executive Officer

/s/ Michael S. Olsen

Michael S. Olsen,

Executive Vice President,

Chief Financial Officer,

and Treasurer

(Principal Financial Officer)

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Condensed Consolidated Balance Sheet (Unaudited) (USD $) In Thousands	Apr. 29, 2011	Oct. 29, 2010
Current assets:
Cash and cash equivalents	$ 1,071,141	$ 815,581
Accounts receivable, net	745,413	674,135
Inventories	936,820	764,945
Other current assets	126,477	107,266
Total current assets	2,879,851	2,361,927
Property, plant and equipment, net	412,919	378,024
Other intangible assets, net	174,712	178,831
Goodwill	127,424	125,686
Deferred income taxes	136,694	162,682
Other non-current assets	84,776	76,891
Total assets	3,816,376	3,284,041
Current liabilities:
Short-term notes payable, including current portion of long-term obligations	4,879	1,550
Trade accounts payable	321,624	291,742
Employee compensation and benefits	90,160	128,132
Advance payments and progress billings	619,798	376,300
Accrued warranties	66,776	62,351
Other accrued liabilities	147,784	163,249
Total current liabilities	1,251,021	1,023,324
Long-term obligations	396,348	396,326
Accrued pension costs	360,632	428,348
Other liabilities	86,256	80,649
Total liabilities	2,094,257	1,928,647
Shareholders' equity	1,722,119	1,355,394
Total liabilities and shareholders' equity	$ 3,816,376	$ 3,284,041

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Condensed Consolidated Statement of Cash Flows (Unaudited) (USD $) In Thousands	6 Months Ended
	Apr. 29, 2011	Apr. 30, 2010
Operating Activities:
Net income	$ 264,204	$ 196,658
Depreciation and amortization	31,648	29,329
Change in deferred income taxes	3,303	6,982
Excess income tax benefit from share-based payment awards	(16,880)	(5,013)
Contributions to retiree benefit plans	(87,872)	(41,297)
Retiree benefit plan expense	25,653	27,045
Other, net	6,579	3,516
Changes in Working Capital Items:
Accounts receivable, net	(34,610)	(1,180)
Inventories	(152,507)	37,780
Other current assets	(16,160)	5,282
Trade accounts payable	24,993	13,464
Employee compensation and benefits	(40,698)	(25,735)
Advance payments and progress billings	221,899	(43,927)
Other accrued liabilities	20,283	(34,891)
Net cash provided by operating activities	249,835	168,013
Investment Activities:
Property, plant and equipment acquired	(53,098)	(32,124)
Other, net	164	(1,588)
Net cash used by investment activities	(52,934)	(33,712)
Financing Activities:
Share-based payment awards	67,617	21,938
Dividends paid	(36,488)	(35,948)
Change in short and long-term obligations, net	3,151	(8,520)
Financing fees	(135)	0
Net cash provided (used) by financing activities	34,145	(22,530)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	24,514	(423)
Increase (decrease) in cash and cash equivalents	255,560	111,348
Cash and Cash Equivalents	815,581	471,685
Cash and Cash Equivalents	$ 1,071,141	$ 583,033

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Warranties (Tables)

6 Months Ended

Apr. 29, 2011

Warranties [Abstract]

Changes in product warranty reserve [Table]

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

	Quarter Ended						Six Months Ended
	April 29,			April 30,			April 29,			April 30,
In thousands	2011			2010			2011			2010
Balance, beginning of period	$	61,479		$	61,397		$	62,351		$	58,947
Accrual for warranty expensed during the period		11,031			9,680			17,596			17,944
Settlements made during the period		(7,238	)		(10,505	)		(15,668	)		(15,836	)
Change in liability for pre-existing warranties during the period, including expirations		98			(546	)		242			(661	)
Effect of foreign currency translation		1,406			(300	)		2,255			(668	)
Balance, end of period	$	66,776		$	59,726		$	66,776		$	59,726

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Document And Entity Information (USD $)	3 Months Ended
	Apr. 29, 2011	May 26, 2011	Oct. 29, 2010
Entity Registrant Name	JOY GLOBAL INC.
Entity Central Index Key	0000801898
Current Fiscal Year End Date	--10-28
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 5,900,000,000
Entity Common Stock, Shares Outstanding		105,039,581
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Apr. 29, 2011

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Inventories (Tables)

6 Months Ended

Apr. 29, 2011

Inventories [Abstract]

Consolidated Inventories [Table]

Consolidated inventories consisted of the following:

	April 29,		October 29,
In thousands	2011		2010
Finished goods	$	652,888	$	503,356
Work in process and purchased parts		207,987		183,658
Raw  materials		75,945		77,931
	$	936,820	$	764,945

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Fair Value Measurements

6 Months Ended

Apr. 29, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

8. Fair Value Measurements

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

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

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

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

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

The following tables present the fair value hierarchy for those assets and liabilities measured at fair value and disclose the fair value of certain other liabilities.  As of April 29, 2011 and October 29, 2010 we did not have any Level 3 assets or liabilities.

Fair Value Measurements
at April 29, 2011
	Carrying		Total Fair
In thousands	Value		Value		Level 1		Level 2
Current Assets
Cash and cash equivalents	$	1,071,141	$	1,071,141	$	1,071,141	$	-
Other Current Assets
Derivatives	$	18,625	$	18,625	$	-	$	18,625
Other Accrued Liabilities
Derivatives	$	9,219	$	9,219	$	-	$	9,219
Long-term Obligations
6.0 % Senior Notes	$	247,840	$	280,343	$	280,343	$	-
6.625% Senior Notes	$	148,429	$	158,513	$	158,513	$	-

Fair Value Measurements
at October 29, 2010
	Carrying		Total Fair
In thousands	Value		Value		Level 1		Level 2
Current Assets
Cash and cash equivalents	$	815,581	$	815,581	$	815,581	$	-
Other Current Assets
Derivatives	$	10,643	$	10,643	$	-	$	10,643
Other Accrued Liabilities
Derivatives	$	4,212	$	4,212	$	-	$	4,212
Long-term Obligations
6.0 % Senior Notes	$	247,677	$	273,125	$	273,125	$	-
6.625% Senior Notes	$	148,417	$	152,438	$	152,438	$	-

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

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

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

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

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Share-Based Compensation (Tables)

6 Months Ended

Apr. 29, 2011

Share [Abstract]

Share-Based Compensation Table

				Weighted-		Aggregate
				Average		Intrinsic
	Number of			Grant Date		Value
	Units			Fair Value		(In Thousands)
Outstanding at October 29, 2010		681,501		$	35.03
Units granted		249,106			81.09
Units earned from dividends		3,464			89.23
Units settled		(34,450	)		48.63	$	2,812
Units deferred		(14,251	)		51.08		1,115
Units forfeited		(33,124	)		47.78
Outstanding at April 29,  2011		852,246		$	47.40

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Subsequent Event (Details) (USD $) In Billions, except Per Share data, unless otherwise specified	3 Months Ended
	Apr. 29, 2011
Subsequent Event [Abstract]
Dividend declaration date	May 19, 2011
Cash dividend amount per share	$ 0.175
Declared dividend payment date	Jun. 20, 2011
Declared dividend date of record	Jun. 06, 2011
Agreement to purchase outstanding capital stock of LeTourneau	$ 1.1
Maximum number of days to close the transaction after purchase agreement (in days)	60D
Number of business segments	2

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Inventories (Details) (USD $) In Thousands	Apr. 29, 2011	Oct. 29, 2010
Inventories [Abstract]
Finished goods	$ 652,888	$ 503,356
Work in process and purchased parts	207,987	183,658
Raw materials	75,945	77,931
Inventories	$ 936,820	$ 764,945

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Fair Value Measurements (Tables)

6 Months Ended

Apr. 29, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements [Table]

The following tables present the fair value hierarchy for those assets and liabilities measured at fair value and disclose the fair value of certain other liabilities.  As of April 29, 2011 and October 29, 2010 we did not have any Level 3 assets or liabilities.

Fair Value Measurements
at April 29, 2011
	Carrying		Total Fair
In thousands	Value		Value		Level 1		Level 2
Current Assets
Cash and cash equivalents	$	1,071,141	$	1,071,141	$	1,071,141	$	-
Other Current Assets
Derivatives	$	18,625	$	18,625	$	-	$	18,625
Other Accrued Liabilities
Derivatives	$	9,219	$	9,219	$	-	$	9,219
Long-term Obligations
6.0 % Senior Notes	$	247,840	$	280,343	$	280,343	$	-
6.625% Senior Notes	$	148,429	$	158,513	$	158,513	$	-

Fair Value Measurements
at October 29, 2010
	Carrying		Total Fair
In thousands	Value		Value		Level 1		Level 2
Current Assets
Cash and cash equivalents	$	815,581	$	815,581	$	815,581	$	-
Other Current Assets
Derivatives	$	10,643	$	10,643	$	-	$	10,643
Other Accrued Liabilities
Derivatives	$	4,212	$	4,212	$	-	$	4,212
Long-term Obligations
6.0 % Senior Notes	$	247,677	$	273,125	$	273,125	$	-
6.625% Senior Notes	$	148,417	$	152,438	$	152,438	$	-

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Segment Information

6 Months Ended

Apr. 29, 2011

Segment Information [Abstract]

Segment Information

13. Segment Information

We operate in two reportable segments: Underground Mining Machinery and Surface Mining Equipment.  Crushing and conveying operating results related to surface applications are reported as part of the Surface Mining Equipment segment, while total crushing and conveying operating results are included with the Underground Mining Machinery segment.  Eliminations include the surface applications of crushing and conveying included in both operating segments.

	Underground		Surface
	Mining		Mining
In thousands	Machinery		Equipment		Corporate			Eliminations			Total
Quarter ended April 29, 2011
Net sales	$	648,364	$	439,977	$	-		$	(25,612	)	$	1,062,729
Operating income (loss)		154,999		101,028		(15,442	)		(6,523	)		234,062
Interest and reorganization items		-		-		(3,182	)		-			(3,182	)
Income before income taxes	$	154,999	$	101,028	$	(18,624	)	$	(6,523	)	$	230,880
Depreciation and amortization	$	9,963	$	5,764	$	59		$	-		$	15,786
Capital expenditures	$	11,110	$	13,586	$	-		$	-		$	24,696
Quarter ended April 30, 2010
Net sales	$	544,287	$	383,613	$	-		$	(31,676	)	$	896,224
Operating income (loss)		109,264		92,007		(12,886	)		(7,845	)		180,540
Interest and reorganization items		-		-		(4,875	)		-			(4,875	)
Income before income taxes	$	109,264	$	92,007	$	(17,761	)	$	(7,845	)	$	175,665
Depreciation and amortization	$	10,274	$	5,149	$	32		$	-		$	15,455
Capital expenditures	$	4,331	$	13,712	$	-		$	-		$	18,043
Six months ended April 29, 2011
Net sales	$	1,159,302	$	825,820	$	-		$	(52,861	)	$	1,932,261
Operating income (loss)		250,370		176,913		(26,156	)		(13,267	)		387,860
Interest and reorganization items		-		-		(7,603	)		-			(7,603	)
Income before income taxes	$	250,370	$	176,913	$	(33,759	)	$	(13,267	)	$	380,257
Depreciation and amortization	$	20,151	$	11,381	$	116		$	-		$	31,648
Capital expenditures	$	30,813	$	22,285	$	-		$	-		$	53,098
Six months ended April 30, 2010
Net sales	$	968,018	$	711,613	$	-		$	(54,187	)	$	1,625,444
Operating income (loss)		177,487		157,391		(23,136	)		(13,642	)		298,100
Interest and reorganization items		-		-		(9,521	)		-			(9,521	)
Income before income taxes	$	177,487	$	157,391	$	(32,657	)	$	(13,642	)	$	288,579
Depreciation and amortization	$	19,010	$	10,260	$	59		$	-		$	29,329
Capital expenditures	$	12,663	$	19,355	$	106		$	-		$	32,124

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Borrowings and Credit Facilities

6 Months Ended

Apr. 29, 2011

Borrowings and Credit Facilities [Abstract]

Borrowings and Credit Facilities

4. Borrowings and Credit Facilities

Direct borrowings and capital lease obligations consisted of the following:

	April 29,			October 29,
In thousands	2011			2010
6.0% Senior Notes due 2016	$	247,840		$	247,677
6.625% Senior Notes due 2036		148,429			148,417
Short-term notes payable and bank overdrafts		4,589			1,208
Capital leases and other		369			574
		401,227			397,876
Less:  Amounts due within one year		(4,879	)		(1,550	)
Long-term obligations	$	396,348		$	396,326

We have a $500.0 million unsecured revolving credit facility (“Credit Agreement”) set to expire November 3, 2014.  Outstanding borrowings bear interest equal to the London Interbank Offered Rate (“LIBOR”) (defined as applicable LIBOR rate for the equivalent interest period plus 1.75% to 2.75%) or the Base Rate (defined as the higher of the Prime Rate, Federal Funds Effective Rate plus 0.5%, or Eurodollar Rate plus 1.0%) at our option.  We pay a commitment fee ranging from 0.25% to 0.5% on the unused portion of the revolving credit facility based on our credit rating.  The Credit Agreement requires the maintenance of certain financial covenants, including leverage and interest coverage ratios.  The Credit Agreement also restricts payments of dividends or other return of capital when the consolidated leverage ratio exceeds a stated level amount. At April 29, 2011, we were in compliance with all financial covenants in the Credit Agreement and had no restrictions on the payment of dividends or return of capital.

At April 29, 2011, there was $255.3 million available for borrowings under the Credit Agreement.   Outstanding letters of credit issued under the Credit Agreement, which count toward the $500.0 million credit limit, totaled $244.7 million.  At April 29, 2011, there were no outstanding direct borrowings under the Credit Agreement.

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Basic and Diluted Net Income Per Share (Details) (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Apr. 29, 2011	Apr. 30, 2010	Apr. 29, 2011	Apr. 30, 2010
Numerator [Abstract]
Net income	$ 161,972	$ 120,441	$ 264,204	$ 196,658
Denominator [Abstract]
Denominator for basic net income per share - Weighted average shares (in shares)	105,048	103,160	104,603	102,959
Effect of dilutive securities [Abstract]
Stock options, restricted stock units and performance shares (in shares)	1,598	1,690	1,742	1,657
Denominator for diluted net income per share - Adjusted weighted average shares and assumed conversions (in shares)	106,646	104,850	106,345	104,616
Basic earnings per share (in dollars per share)	$ 1.54	$ 1.17	$ 2.53	$ 1.91
Diluted earnings per share (in dollars per share)	$ 1.52	$ 1.15	$ 2.48	$ 1.88

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Share-Based Compensation

6 Months Ended

Apr. 29, 2011

Share [Abstract]

Share-Based Compensation

10. Share-Based Compensation

We recognized total share-based compensation expense for the quarters ended April 29, 2011 and April 30, 2010 of approximately $6.1 million and $9.2 million, respectively.  We recognized total share-based compensation expense for the six months ended April 29, 2011 and April 30, 2010 of approximately $12.2 million and $14.4 million, respectively.  For the quarters ended April 29, 2011 and April 30, 2010 we had 307,500 and 239,224 stock options exercised, respectively.  For the six months ended April 29, 2011 and April 30, 2010 we had 1,369,490 and 692,936 stock options exercised, respectively.

Restricted Stock Units

A summary of Restricted Stock Unit activity under all plans is as follows:

				Weighted-		Aggregate
				Average		Intrinsic
	Number of			Grant Date		Value
	Units			Fair Value		(In Thousands)
Outstanding at October 29, 2010		681,501		$	35.03
Units granted		249,106			81.09
Units earned from dividends		3,464			89.23
Units settled		(34,450	)		48.63	$	2,812
Units deferred		(14,251	)		51.08		1,115
Units forfeited		(33,124	)		47.78
Outstanding at April 29,  2011		852,246		$	47.40

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Recent Accounting Pronouncements

6 Months Ended

Apr. 29, 2011

Recent Accounting Pronouncements [Abstract]

Recent Accounting Pronouncements

15. Recent Accounting Pronouncements

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

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

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Comprehensive Income

6 Months Ended

Apr. 29, 2011

Comprehensive Income [Abstract]

Comprehensive Income

11. Comprehensive Income

Comprehensive income consisted of the following net of taxes where applicable:

	Quarter Ended				Six Months Ended
	April 29,		April 30,		April 29,			April 30,
In thousands	2011		2010		2011			2010
Net income	$	161,972	$	120,441	$	264,204		$	196,658
Other comprehensive income (loss):
Pension & postretirement adjustments		5,886		2,694		11,772			10,778
Translation adjustments		47,179		3,044		51,832			(6,692	)
Derivative fair value adjustments		371		1,847		(51	)		(2,882	)
Total other comprehensive income		53,436		7,585		63,553			1,204
Comprehensive income	$	215,408	$	128,026	$	327,757		$	197,862

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Derivatives (Details) (USD $)	3 Months Ended		6 Months Ended
	Apr. 29, 2011	Apr. 30, 2010	Apr. 29, 2011	Apr. 30, 2010
Derivative Instruments, Gain (Loss) [Line Items]
Description of location of gain (loss) on foreign currency fair value hedge derivative in financial statements	Cost of Sales
Description of reclassification of foreign currency cash flow hedge gain (loss)	For derivative contracts that are designated and qualify for a cash flow hedge, the effective portion of the gain or loss of the derivative contract is recorded as a component of other comprehensive income, net of tax. This amount is reclassified into the income statement on the line associated with the underlying transaction for the period(s) in which the hedged transaction affects earnings. The amounts recorded in accumulated other comprehensive income for existing cash flow hedges are generally expected to be reclassified into earnings within one year and all of the existing hedges will be reclassified into earnings by October 2012.
Ineffectiveness related to derivative contracts	$ 300,000	$ 200,000	$ 300,000	$ 2,700,000
Gain (loss) on foreign currency forward contracts designated and qualifying as fair value hedges	1,700,000	(200,000)	1,500,000	(200,000)
Foreign Currency Forward Contracts [Member] | Cash Flow Hedges [Member] | Other Comprehensive Income [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Effective portion, amount of gain/(loss) recognized in OCI	4,978,000	(174,000)	6,446,000	(5,131,000)
Foreign Currency Forward Contracts [Member] | Cash Flow Hedges [Member] | Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Effective portion, amount of gain/(loss) reclassified from AOCI into earnings	3,766,000	1,426,000	2,944,000	1,556,000
Ineffective portion, amount of gain/(loss) reclassified from AOCI into earnings	0	0	0	0
Foreign Currency Forward Contracts [Member] | Cash Flow Hedges [Member] | Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Effective portion, amount of gain/(loss) reclassified from AOCI into earnings	$ 644,000	$ (956,000)	$ 3,583,000	$ (857,000)

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Inventories

6 Months Ended

Apr. 29, 2011

Inventories [Abstract]

Inventories

9. Inventories

Consolidated inventories consisted of the following:

	April 29,		October 29,
In thousands	2011		2010
Finished goods	$	652,888	$	503,356
Work in process and purchased parts		207,987		183,658
Raw  materials		75,945		77,931
	$	936,820	$	764,94

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Basis of Presentation

6 Months Ended

Apr. 29, 2011

Basis of Presentation [Abstract]

Basis of Presentation

2. Basis of Presentation

The Condensed Consolidated Financial Statements presented in this quarterly report on Form 10-Q are unaudited and have been prepared by us in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission.  In our opinion, all adjustments necessary for the fair presentation on a going concern basis of the results of operations, cash flows and financial position for all periods presented have been made.  All adjustments made are of a normal recurring nature.  The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual amounts could differ from the estimates.

These financial statements should be read in conjunction with the financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended October 29, 2010.  The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

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Warranties

6 Months Ended

Apr. 29, 2011

Warranties [Abstract]

Warranties

5. Warranties

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

	Quarter Ended						Six Months Ended
	April 29,			April 30,			April 29,			April 30,
In thousands	2011			2010			2011			2010
Balance, beginning of period	$	61,479		$	61,397		$	62,351		$	58,947
Accrual for warranty expensed during the period		11,031			9,680			17,596			17,944
Settlements made during the period		(7,238	)		(10,505	)		(15,668	)		(15,836	)
Change in liability for pre-existing warranties during the period, including expirations		98			(546	)		242			(661	)
Effect of foreign currency translation		1,406			(300	)		2,255			(668	)
Balance, end of period	$	66,776		$	59,726		$	66,776		$	59,726

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Comprehensive Income (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Apr. 29, 2011	Apr. 30, 2010	Apr. 29, 2011	Apr. 30, 2010
Comprehensive Income [Abstract]
Net income	$ 161,972	$ 120,441	$ 264,204	$ 196,658
Other comprehensive income (loss) [Abstract]
Pension & postretirement adjustments	5,886	2,694	11,772	10,778
Translation adjustments	47,179	3,044	51,832	(6,692)
Derivative fair value adjustments	371	1,847	(51)	(2,882)
Total other comprehensive income	53,436	7,585	63,553	1,204
Comprehensive income	$ 215,408	$ 128,026	$ 327,757	$ 197,862

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Subsidiary Guarantors (Tables)

6 Months Ended

Apr. 29, 2011

Subsidiary Guarantors [Abstract]

Condensed Consolidating Statements

Condensed Consolidating Statement of Income

Quarter Ended April 29, 2011

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	-		$	700,775		$	644,627		$	(282,673	)	$	1,062,729
Cost of sales		-			470,381			436,296			(216,819	)		689,858
Product development, selling and administrative expenses		14,970			70,916			55,644			-			141,530
Other (income) expense		-			15,971			(18,692	)		-			(2,721	)
Operating income (loss)		(14,970	)		143,507			171,379			(65,854	)		234,062
Intercompany items		14,602			(12,436	)		(31,914	)		29,748			-
Interest income (expense) - net		(7,467	)		889			3,396			-			(3,182	)
Reorganization items		-			-			-			-			-
Income (loss) before income taxes and equity		(7,835	)		131,960			142,861			(36,106	)		230,880
Provision  (benefit) for income taxes		(15,548	)		47,074			37,382			-			68,908
Equity in income  of subsidiaries		154,259			64,285			-			(218,544	)		-
Net income	$	161,972		$	149,171		$	105,479		$	(254,650	)	$	161,972

Condensed Consolidating Statement of Income

Quarter Ended April 30, 2010

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	-		$	548,242		$	542,053		$	(194,071	)	$	896,224
Cost of sales		-			372,665			378,932			(160,825	)		590,772
Product development, selling and administrative expenses		12,831			67,429			46,010			-			126,270
Other (income) expense		-			15,037			(16,395	)		-			(1,358	)
Operating income (loss)		(12,831	)		93,111			133,506			(33,246	)		180,540
Intercompany items		11,213			(13,253	)		(14,791	)		16,831			-
Interest income (expense) - net		(6,428	)		699			1,399			-			(4,330	)
Reorganization items		(545	)		-			-			-			(545	)
Income (loss) before income taxes and equity		(8,591	)		80,557			120,114			(16,415	)		175,665
Provision  (benefit) for income taxes		(9,832	)		50,004			15,052			-			55,224
Equity in income (loss) of subsidiaries		119,200			41,864			-			(161,064	)		-
Net income	$	120,441		$	72,417		$	105,062		$	(177,479	)	$	120,441

Condensed Consolidating Statement of Income

Six Months Ended April 29, 2011

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	-		$	1,232,915		$	1,162,829		$	(463,483	)	$	1,932,261
Cost of sales		-			828,916			805,128			(360,055	)		1,273,989
Product development, selling and administrative expenses		25,658			134,925			113,077			-			273,660
Other (income) expense		-			35,084			(38,332	)		-			(3,248	)
Operating income (loss)		(25,658	)		233,990			282,956			(103,428	)		387,860
Intercompany items		26,236			(26,866	)		(48,127	)		48,757			-
Interest income (expense) - net		(14,950	)		1,759			5,623			-			(7,568	)
Reorganization items		(35	)		-			-			-			(35	)
Income (loss) before income taxes and equity		(14,407	)		208,883			240,452			(54,671	)		380,257
Provision  (benefit) for income taxes		(22,378	)		80,922			57,509			-			116,053
Equity in income  of subsidiaries		256,233			110,937			-			(367,170	)		-
Net income	$	264,204		$	238,898		$	182,943		$	(421,841	)	$	264,204

Condensed Consolidating Statement of Income

Six Months Ended April 30, 2010

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	-		$	994,035		$	958,655		$	(327,246	)	$	1,625,444
Cost of sales		-			680,043			682,211			(269,044	)		1,093,210
Product development, selling and administrative expenses		23,083			124,273			88,929			-			236,285
Other (income) expense		-			31,210			(33,361	)		-			(2,151	)
Operating income (loss)		(23,083	)		158,509			220,876			(58,202	)		298,100
Intercompany items		20,862			(29,185	)		(29,441	)		37,764			-
Interest income (expense) - net		(13,592	)		1,565			3,101			-			(8,926	)
Reorganization items		(595	)		-			-			-			(595	)
Income (loss) from continuing operations before income taxes and equity		(16,408	)		130,889			194,536			(20,438	)		288,579
Provision  (benefit) for income taxes		(15,370	)		84,346			22,945			-			91,921
Equity in income (loss) of subsidiaries		197,696			82,012			-			(279,708	)		-
Net income	$	196,658		$	128,555		$	171,591		$	(300,146	)	$	196,658

Condensed Consolidating Balance Sheets:

As of April 29, 2011

(In thousands)

	Parent		Subsidiary		Non-Guarantor
	Company		Guarantors		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets	$	670,326	$	885,855	$	1,438,919	$	(115,249	)	$	2,879,851
Property, plant and equipment-net		848		201,569		210,502		-			412,919
Intangible assets-net		-		280,999		21,137		-			302,136
Other assets		1,823,614		663,176		1,102,407		(3,367,727	)		221,470
Total assets	$	2,494,788	$	2,031,599	$	2,772,965	$	(3,482,976	)	$	3,816,376
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities	$	11,978	$	567,899	$	702,230	$	(31,086	)	$	1,251,021
Long-term debt		396,269		-		79		-			396,348
Accrued pension costs		345,183		8,015		7,434		-			360,632
Other non-current liabilities		19,239		14,514		52,503		-			86,256
Shareholders' equity		1,722,119		1,441,171		2,010,719		(3,451,890	)		1,722,119
Total liabilities and shareholders' equity	$	2,494,788	$	2,031,599	$	2,772,965	$	(3,482,976	)	$	3,816,376

As of October 29, 2010

(In thousands)

	Parent		Subsidiary		Non-Guarantor
	Company		Guarantors		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets	$	488,248	$	744,525	$	1,236,264	$	(107,110	)	$	2,361,927
Property, plant and equipment-net		964		185,073		191,987		-			378,024
Intangible assets-net		-		284,993		19,524		-			304,517
Other assets		1,727,028		501,526		963,265		(2,952,246	)		239,573
Total assets	$	2,216,240	$	1,716,117	$	2,411,040	$	(3,059,356	)	$	3,284,041
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities	$	21,885	$	477,105	$	561,519	$	(37,185	)	$	1,023,324
Long-term debt		396,094		-		232		-			396,326
Accrued pension costs		413,302		7,926		7,120		-			428,348
Other non-current liabilities		29,565		13,794		37,290		-			80,649
Shareholders' equity		1,355,394		1,217,292		1,804,879		(3,022,171	)		1,355,394
Total liabilities and shareholders' equity	$	2,216,240	$	1,716,117	$	2,411,040	$	(3,059,356	)	$	3,284,041

Condensed Consolidating Statement of Cash Flows:

Six Months Ended April 29, 2011

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Consolidated
Net cash provided by operating activities	$	146,764		$	21,692		$	81,379		$	249,835
Net cash used by investing activities		(184	)		(33,090	)		(19,660	)		(52,934	)
Financing Activities:
Share-based payment awards		67,617			-			-			67,617
Other		(36,623	)		-			3,151			(33,472	)
Net cash provided by financing activities		30,994			-			3,151			34,145
Effect of exchange rate changes on cash and cash equivalents		-			-			24,514			24,514
Increase (decrease) in cash and cash equivalents		177,574			(11,398	)		89,384			255,560
Cash and cash equivalents at beginning of period		439,295			16,262			360,024			815,581
Cash and cash equivalents at end of  period	$	616,869		$	4,864		$	449,408		$	1,071,141

Six Months Ended April 30, 2010

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Consolidated
Net cash provided by operating activities	$	124,258		$	3,855		$	39,900		$	168,013
Net cash used by investing activities		(230	)		(15,260	)		(18,222	)		(33,712	)
Financing Activities:
Share-based payment awards		21,938			-			-			21,938
Other		(44,698	)		(135	)		365			(44,468	)
Net cash provided (used) by financing activities		(22,760	)		(135	)		365			(22,530	)
Effect of exchange rate changes on cash and cash equivalents		-			-			(423	)		(423	)
Increase (decrease) in cash and cash equivalents		101,268			(11,540	)		21,620			111,348
Cash and cash equivalents at beginning of period		146,223			19,028			306,434			471,685
Cash and cash equivalents at end of period	$	247,491		$	7,488		$	328,054		$	583,033

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Basic and Diluted Net Income Per Share

6 Months Ended

Apr. 29, 2011

Basic and Diluted Net Income Per Share [Abstract]

Basic and Diluted Net Income Per Share

6. Basic and Diluted Net Income Per Share

Basic net income per share is computed based on the weighted-average number of shares outstanding during each period.  Diluted net income per share is computed based on the weighted-average number of shares outstanding during each period, plus dilutive potential shares considered outstanding during the period.

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

	Quarter Ended				Six Months Ended
	April 29,		April 30,		April 29,		April 30,
In thousands except per share data	2011		2010		2011		2010
Numerator:
Net income	$	161,972	$	120,441	$	264,204	$	196,658
Denominator:
Denominator for basic net income per share -
Weighted average shares		105,048		103,160		104,603		102,959
Effect of dilutive securities:
Stock options, restricted stock units and performance shares		1,598		1,690		1,742		1,657
Denominator for diluted net income per share -
Adjusted weighted average shares and assumed conversions		106,646		104,850		106,345		104,616
Basic earnings per share:	$	1.54	$	1.17	$	2.53	$	1.91
Diluted earnings per share:	$	1.52	$	1.15	$	2.48	$	1.88

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Segment Information (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Apr. 29, 2011	Apr. 30, 2010	Apr. 29, 2011	Apr. 30, 2010
Segment Reporting Information [Line Items]
Net sales	$ 1,062,729	$ 896,224	$ 1,932,261	$ 1,625,444
Operating income (loss)	234,062	180,540	387,860	298,100
Interest and reorganization items	(3,182)	(4,875)	(7,603)	(9,521)
Income before income taxes	230,880	175,665	380,257	288,579
Depreciation and amortization	15,786	15,455	31,648	29,329
Capital expenditures	24,696	18,043	53,098	32,124
Underground Mining Machinery [Member]
Segment Reporting Information [Line Items]
Net sales	648,364	544,287	1,159,302	968,018
Operating income (loss)	154,999	109,264	250,370	177,487
Interest and reorganization items	0	0	0	0
Income before income taxes	154,999	109,264	250,370	177,487
Depreciation and amortization	9,963	10,274	20,151	19,010
Capital expenditures	11,110	4,331	30,813	12,663
Surface Mining Equipment [Member]
Segment Reporting Information [Line Items]
Net sales	439,977	383,613	825,820	711,613
Operating income (loss)	101,028	92,007	176,913	157,391
Interest and reorganization items	0	0	0	0
Income before income taxes	101,028	92,007	176,913	157,391
Depreciation and amortization	5,764	5,149	11,381	10,260
Capital expenditures	13,586	13,712	22,285	19,355
Corporate [Member]
Segment Reporting Information [Line Items]
Net sales	0	0	0	0
Operating income (loss)	(15,442)	(12,886)	(26,156)	(23,136)
Interest and reorganization items	(3,182)	(4,875)	(7,603)	(9,521)
Income before income taxes	(18,624)	(17,761)	(33,759)	(32,657)
Depreciation and amortization	59	32	116	59
Capital expenditures	0	0	0	106
Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales	(25,612)	(31,676)	(52,861)	(54,187)
Operating income (loss)	(6,523)	(7,845)	(13,267)	(13,642)
Interest and reorganization items	0	0	0	0
Income before income taxes	(6,523)	(7,845)	(13,267)	(13,642)
Depreciation and amortization	0	0	0	0
Capital expenditures	$ 0	$ 0	$ 0	$ 0

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Comprehensive Income (Tables)

6 Months Ended

Apr. 29, 2011

Comprehensive Income [Abstract]

Components of Comprehensive Income

Comprehensive income consisted of the following net of taxes where applicable:

	Quarter Ended				Six Months Ended
	April 29,		April 30,		April 29,			April 30,
In thousands	2011		2010		2011			2010
Net income	$	161,972	$	120,441	$	264,204		$	196,658
Other comprehensive income (loss):
Pension & postretirement adjustments		5,886		2,694		11,772			10,778
Translation adjustments		47,179		3,044		51,832			(6,692	)
Derivative fair value adjustments		371		1,847		(51	)		(2,882	)
Total other comprehensive income		53,436		7,585		63,553			1,204
Comprehensive income	$	215,408	$	128,026	$	327,757		$	197,862

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Borrowings and Credit Facilities (Details) (USD $)	3 Months Ended	12 Months Ended
	Apr. 29, 2011	Oct. 29, 2010
Debt Instrument [Line Items]
Carrying value	$ 401,227,000	$ 397,876,000
Less: Amounts due within one year	(4,879,000)	(1,550,000)
Long-term obligations	396,348,000	396,326,000
Unsecured revolving credit facility (Credit Agreement)	500,000,000
Credit Agreement expiration date	November 3, 2014
Credit Agreement interest rate, option 1 (LIBOR)	London Interbank Offered Rate (“LIBOR”) (defined as applicable LIBOR rate for the equivalent interest period plus 1.75 to 2.75)
Credit Agreement interest rate, option 2 (Base Rate)	higher of the Prime Rate, Federal Funds Effective Rate plus 0.5%, or Eurodollar Rate plus 1.0%
Commitment fee range	0.25% to 0.5% on the unused portion of the revolving credit facility
Credit Agreement available for borrowings	255,300,000
Outstanding letters of credit under Credit Agreement	244,700,000
Senior Notes Due 2016 [Member]
Debt Instrument [Line Items]
Interest rate (in hundredths)	6.00%	6.00%
Maturity date	2016	2016
Carrying value	247,840,000	247,677,000
Senior Notes Due 2036 [Member]
Debt Instrument [Line Items]
Interest rate (in hundredths)	6.625%	6.625%
Maturity date	2036	2036
Carrying value	148,429,000	148,417,000
Short-Term Notes Payable And Bank Overdrafts [Member]
Debt Instrument [Line Items]
Carrying value	4,589,000	1,208,000
Capital Leases And Other [Member]
Debt Instrument [Line Items]
Carrying value	$ 369,000	$ 574,000

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Retiree Benefits (Details) (USD $)	3 Months Ended		6 Months Ended
	Apr. 29, 2011	Apr. 30, 2010	Apr. 29, 2011	Apr. 30, 2010
Amortization of [Abstract]
Estimated employer contributions to defined benefit plan in current fiscal year, minimum			$ 135,000,000
Estimated employer contributions to defined benefit plan in current fiscal year, maximum			145,000,000
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	5,135,000	5,273,000	10,270,000	10,546,000
Interest cost	21,191,000	21,316,000	42,382,000	42,632,000
Expected return on assets	(22,830,000)	(21,851,000)	(45,715,000)	(43,505,000)
Amortization of [Abstract]
Prior service cost	344,000	290,000	688,000	580,000
Actuarial loss (gain)	8,787,000	8,146,000	17,574,000	16,292,000
Net periodic benefit cost	12,627,000	13,174,000	25,199,000	26,545,000
Postretirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	285,000	258,000	570,000	516,000
Interest cost	406,000	410,000	812,000	820,000
Expected return on assets	(93,000)	(126,000)	(184,000)	(132,000)
Amortization of [Abstract]
Prior service cost	12,000	0	24,000	0
Actuarial loss (gain)	(384,000)	(352,000)	(768,000)	(704,000)
Net periodic benefit cost	$ 226,000	$ 190,000	$ 454,000	$ 500,000

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Segment Information (Tables)

6 Months Ended

Apr. 29, 2011

Segment Information [Abstract]

Schedule of segment reporting information

	Underground		Surface
	Mining		Mining
In thousands	Machinery		Equipment		Corporate			Eliminations			Total
Quarter ended April 29, 2011
Net sales	$	648,364	$	439,977	$	-		$	(25,612	)	$	1,062,729
Operating income (loss)		154,999		101,028		(15,442	)		(6,523	)		234,062
Interest and reorganization items		-		-		(3,182	)		-			(3,182	)
Income before income taxes	$	154,999	$	101,028	$	(18,624	)	$	(6,523	)	$	230,880
Depreciation and amortization	$	9,963	$	5,764	$	59		$	-		$	15,786
Capital expenditures	$	11,110	$	13,586	$	-		$	-		$	24,696
Quarter ended April 30, 2010
Net sales	$	544,287	$	383,613	$	-		$	(31,676	)	$	896,224
Operating income (loss)		109,264		92,007		(12,886	)		(7,845	)		180,540
Interest and reorganization items		-		-		(4,875	)		-			(4,875	)
Income before income taxes	$	109,264	$	92,007	$	(17,761	)	$	(7,845	)	$	175,665
Depreciation and amortization	$	10,274	$	5,149	$	32		$	-		$	15,455
Capital expenditures	$	4,331	$	13,712	$	-		$	-		$	18,043
Six months ended April 29, 2011
Net sales	$	1,159,302	$	825,820	$	-		$	(52,861	)	$	1,932,261
Operating income (loss)		250,370		176,913		(26,156	)		(13,267	)		387,860
Interest and reorganization items		-		-		(7,603	)		-			(7,603	)
Income before income taxes	$	250,370	$	176,913	$	(33,759	)	$	(13,267	)	$	380,257
Depreciation and amortization	$	20,151	$	11,381	$	116		$	-		$	31,648
Capital expenditures	$	30,813	$	22,285	$	-		$	-		$	53,098
Six months ended April 30, 2010
Net sales	$	968,018	$	711,613	$	-		$	(54,187	)	$	1,625,444
Operating income (loss)		177,487		157,391		(23,136	)		(13,642	)		298,100
Interest and reorganization items		-		-		(9,521	)		-			(9,521	)
Income before income taxes	$	177,487	$	157,391	$	(32,657	)	$	(13,642	)	$	288,579
Depreciation and amortization	$	19,010	$	10,260	$	59		$	-		$	29,329
Capital expenditures	$	12,663	$	19,355	$	106		$	-		$	32,124

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Subsequent Event

6 Months Ended

Apr. 29, 2011

Subsequent Event [Abstract]

Subsequent Event

On May 19, 2011, our Board of Directors declared a cash dividend of $0.175 per outstanding share of common stock.  The dividend will be paid on June 20, 2011 to all shareholders of record at the close of business on June 6, 2011.

On May 13, 2011 we entered into a definitive agreement with Rowan Companies, Inc. to purchase all of the outstanding capital stock of LeTourneau Technologies, Inc. (“LeTourneau”) for $1.1 billion, subject to a working capital adjustment.  We expect to close the transaction following receipt of necessary regulatory approvals, and satisfaction of customary closing conditions, which is expected to occur within 60 days of the agreement date.  The transaction will be financed through a combination of cash and additional borrowings.

LeTourneau operates in two businesses, mining products and drilling products.  The mining business is a leading manufacturer of large wheel loaders for surface mining.  The drilling business designs, builds and supports offshore jack-up rigs, drilling rigs and drilling equipment, as well as the major components to support these rigs, for the oil and gas industries.

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Contingent Liabilities

6 Months Ended

Apr. 29, 2011

Contingent Liabilities [Abstract]

Contingent Liabilities

7. Contingent Liabilities

We and our subsidiaries are involved in various unresolved legal matters that arise in the normal course of operations, the most prevalent of which relate to product liability (including over 1,000 asbestos and silica-related cases), employment, and commercial matters.  Also, as a normal part of operations, our subsidiaries undertake contractual obligations, warranties, and guarantees in connection with the sale of products or services.  Although the outcome of these matters cannot be predicted with certainty and favorable or unfavorable resolutions may affect the results of operations on a quarter-to-quarter basis, we believe that the outcome of such legal and other matters will not have a materially adverse effect on our consolidated financial position, results of operations, or liquidity.

During the Chapter 11 reorganization of Harnischfeger Industries, Inc. (our “Predecessor Company”), in 1999 through the filing of a voluntary petition under Chapter 11 of the United States Bankruptcy Code, the Wisconsin Department of Workforce Development (“DWD”) filed claims against Beloit Corporation (“Beloit”), a former majority owned subsidiary, and us in federal bankruptcy court seeking “at least” $10 million in severance benefits and penalties, plus interest, on behalf of former Beloit employees.  DWD's claim against Beloit included unpaid severance pay due under a severance policy Beloit established in 1996.  DWD alleges that Beloit violated its alleged contractual obligations under the 1996 policy when it amended the policy in 1999.  The Federal District Court for the District of Delaware removed DWD's claims from the bankruptcy court and granted summary judgment in our favor on all of DWD's claims in December 2001.  DWD appealed the decision and the judgment was ultimately vacated in part and remanded.  Following further proceedings, DWD's only remaining claim against us is that our Predecessor Company tortiously interfered with Beloit's decision to amend its severance policy.  We concluded a trial on DWD's remaining claim during the week of March 1, 2010.  On September 21, 2010, the court granted judgment in our favor.  DWD then filed a post-judgment motion asking the court to change its decision.  We await a ruling on DWD's latest motion.  If the court denies DWD's motion, we expect that DWD will file an appeal with the United States Court of Appeals for the Third Circuit.  We do not believe these proceedings will have a significant effect on our financial condition, results of operations, or liquidity.

Because DWD's claims were still being litigated as of the effective date of our plan of reorganization, the plan of reorganization provided that the claim allowance process with respect to DWD's claims would continue as long as necessary to liquidate and determine these claims.

On April 29, 2011, we were contingently liable to banks, financial institutions, and others for approximately $275.2 million for outstanding letters of credit, bank guarantees, and surety bonds securing performance of sales contracts and other guarantees in the ordinary course of business.  Of the $275.2 million, approximately $15.7 million relates to surety bonds and $14.8 million relates to outstanding letters of credit or other guarantees issued by non-U.S. banks for non-U.S. subsidiaries under locally provided credit facilities.

From time to time we and our subsidiaries become involved in proceedings relating to environmental matters.  We believe that the resolution of such environmental matters will not have a materially adverse effect on our consolidated financial position, results of operations or liquidity.

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Derivatives (Tables)

6 Months Ended

Apr. 29, 2011

Derivatives [Abstract]

Derivative Instruments, Gain (Loss) [Line Items]

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

In thousands	Effective Portion							Ineffective Portion
				Location of	Amount of			Location of	Amount of
	Amount of			Gain/(Loss)	Gain/(Loss)			Gain/(Loss)	Gain/(Loss)
Derivative	Gain/(Loss)			Reclassified	Reclassified			Reclassified	Reclassified
Hedging	Recognized			from AOCI	from AOCI			from AOCI	from AOCI
Relationship	in OCI			into Earnings	into Earnings			into Earnings	into Earnings
Quarter ended April 29, 2011
Foreign currency
forward contracts	$	4,978		Cost of sales	$	3,766		Cost of sales	$	-
				Sales		644
Six months ended April 29, 2011
Foreign currency
forward contracts	$	6,446		Cost of sales	$	2,944		Cost of sales	$	-
				Sales		3,583
Quarter ended April 30, 2010
Foreign currency
forward contracts	$	(174	)	Cost of sales	$	1,426		Cost of sales	$	-
				Sales		(956	)
Six months ended April 30, 2010
Foreign currency
forward contracts	$	(5,131	)	Cost of sales	$	1,556		Cost of sales	$	-
				Sales		(857	)

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Share-Based Compensation (Details) (USD $)	3 Months Ended		6 Months Ended
	Apr. 29, 2011	Apr. 30, 2010	Apr. 29, 2011	Apr. 30, 2010	Oct. 29, 2010
Stock Incentive Plan Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 6,100,000	$ 9,200,000	$ 12,200,000	$ 14,400,000
Units outstanding (in shares)	852,246		852,246		681,501
Summary of restricted stock unit activity [Abstract]
Units granted (in shares)	249,106
Units earned from dividends (in shares)	3,464
Units settled (in shares)	(34,450)
Units deferred (in shares)	(14,251)
Units forfeited (in shares)	(33,124)
Summary of stock option activity, additional disclosures [Abstract]
Weighted average grant date fair value of equity instruments other than options outstanding at beginning of period (in dollars per share)			$ 35.03
Weighted average grant date fair value equity instruments other than options, granted (in dollars per share)	$ 81.09
Weighted average grant date fair value of equity instruments other than options, earned from dividends (in dollars per share)	$ 89.23
Weighted average grant date fair value of equity instruments other than options, settled (in dollars per share)	$ 48.63
Weighted average grant date fair value of equity instruments other than options, deferred (in dollars per share)	$ 51.08
Weighted average grant date fair value of equity instruments other than options forfeited (in dollars per share)	$ 47.78
Weighted average grant date fair value of equity instruments other than options outstanding at end of period (in dollars per share)	$ 47.40		$ 47.40
Aggregate intrinsic value of units settled	2,812,000
Aggregate intrinsic value of shares deferred	$ 1,115,000
Stock Incentive Plan Stock Options [Member]
Summary of stock option activity, additional disclosures [Abstract]
Stock options exercised (in shares)	307,500	239,224	1,369,490	692,936

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Retiree Benefits (Tables)

6 Months Ended

Apr. 29, 2011

Retiree Benefits [Abstract]

Components of net periodic pension and other post-retirement benefits expense

The components of the net periodic pension and other post-retirement benefits expense recognized are as follows:

	Pension Benefits						Postretirement Benefits
	Quarter Ended						Quarter Ended
	April 29,			April 30,			April 29,			April 30,
In thousands	2011			2010			2011			2010
Service cost	$	5,135		$	5,273		$	285		$	258
Interest cost		21,191			21,316			406			410
Expected return on assets		(22,830	)		(21,851	)		(93	)		(126	)
Amortization of:
Prior service cost		344			290			12			-
Actuarial loss (gain)		8,787			8,146			(384	)		(352	)
Net periodic benefit cost	$	12,627		$	13,174		$	226		$	190

	Pension Benefits						Postretirement Benefits
	Six Months Ended						Six Months Ended
	April 29,			April 30,			April 29,			April 30,
In thousands	2011			2010			2011			2010
Service cost	$	10,270		$	10,546		$	570		$	516
Interest cost		42,382			42,632			812			820
Expected return on assets		(45,715	)		(43,505	)		(184	)		(132	)
Amortization of:
Prior service cost		688			580			24			-
Actuarial loss (gain)		17,574			16,292			(768	)		(704	)
Net periodic benefit cost	$	25,199		$	26,545		$	454		$	500

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Description of Business

6 Months Ended

Apr. 29, 2011

Description of Business [Abstract]

Description of Business

1. Description of Business

Joy Global Inc. (the “Company”) is a worldwide leader in high productivity mining solutions, and we manufacture and market original equipment and aftermarket parts and services for both underground and surface mining and certain industrial applications.  Our equipment is used in major mining regions throughout the world to mine coal, copper, iron ore, oil sands and other minerals.  We operate in two business segments: underground mining machinery (Joy Mining Machinery or “Joy”) and surface mining equipment (P&H Mining Equipment or “P&H”).  Joy is a major manufacturer of underground mining equipment for the extraction of coal and other bedded minerals and offers comprehensive service locations near major mining regions worldwide.  P&H is a major producer of surface mining equipment for the extraction of ores and minerals and provides extensive operational support for many types of equipment used in surface mining.

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Borrowings and Credit Facilities (Tables)

6 Months Ended

Apr. 29, 2011

Borrowings and Credit Facilities [Abstract]

Direct borrowing and Capital lease obligations Table

Direct borrowings and capital lease obligations consisted of the following:

	April 29,			October 29,
In thousands	2011			2010
6.0% Senior Notes due 2016	$	247,840		$	247,677
6.625% Senior Notes due 2036		148,429			148,417
Short-term notes payable and bank overdrafts		4,589			1,208
Capital leases and other		369			574
		401,227			397,876
Less:  Amounts due within one year		(4,879	)		(1,550	)
Long-term obligations	$	396,348		$	396,326

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Subsidiary Guarantors (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Apr. 29, 2011	Apr. 30, 2010	Apr. 29, 2011	Apr. 30, 2010	Oct. 29, 2010	Oct. 30, 2009
Condensed Consolidating Statement of Income
Net sales	$ 1,062,729	$ 896,224	$ 1,932,261	$ 1,625,444
Cost of sales	689,858	590,772	1,273,989	1,093,210
Product development, selling and administrative expenses	141,530	126,270	273,660	236,285
Other (income) expense	(2,721)	(1,358)	(3,248)	(2,151)
Operating income (loss)	234,062	180,540	387,860	298,100
Intercompany items	0	0	0	0
Interest income (expense) - net	(3,182)	(4,330)	(7,568)	(8,926)
Reorganization items	0	(545)	(35)	(595)
Income (loss) before income taxes	230,880	175,665	380,257	288,579
Provision (benefit) for income taxes	68,908	55,224	116,053	91,921
Equity in income (loss) of subsidiaries	0	0	0	0
Net income	161,972	120,441	264,204	196,658
ASSETS
Current assets	2,879,851		2,879,851		2,361,927
Property, plant and equipment-net	412,919		412,919		378,024
Intangible assets-net	302,136		302,136		304,517
Other assets	221,470		221,470		239,573
Total assets	3,816,376		3,816,376		3,284,041
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities	1,251,021		1,251,021		1,023,324
Long-term debt	396,348		396,348		396,326
Accrued pension costs	360,632		360,632		428,348
Other non-current liabilities	86,256		86,256		80,649
Shareholders' equity	1,722,119		1,722,119		1,355,394
Total liabilities and shareholders' equity	3,816,376		3,816,376		3,284,041
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities			249,835	168,013
Net cash used by investing activities			(52,934)	(33,712)
Financing Activities:
Share-based payment awards			67,617	21,938
Other			(33,472)	(44,468)
Net cash provided by financing activities			34,145	(22,530)
Effect of exchange rate changes on cash and cash equivalents			24,514	(423)
Increase (decrease) in cash and cash equivalents			255,560	111,348
Cash and cash equivalents	1,071,141	583,033	1,071,141	583,033	815,581	471,685
Cash and cash equivalents	1,071,141	583,033	1,071,141	583,033	815,581	471,685
Parent Company [Member]
Condensed Consolidating Statement of Income
Net sales	0	0	0	0
Cost of sales	0	0	0	0
Product development, selling and administrative expenses	14,970	12,831	25,658	23,083
Other (income) expense	0	0	0	0
Operating income (loss)	(14,970)	(12,831)	(25,658)	(23,083)
Intercompany items	14,602	11,213	26,236	20,862
Interest income (expense) - net	(7,467)	(6,428)	(14,950)	(13,592)
Reorganization items	0	(545)	(35)	(595)
Income (loss) before income taxes	(7,835)	(8,591)	(14,407)	(16,408)
Provision (benefit) for income taxes	(15,548)	(9,832)	(22,378)	(15,370)
Equity in income (loss) of subsidiaries	154,259	119,200	256,233	197,696
Net income	161,972	120,441	264,204	196,658
ASSETS
Current assets	670,326		670,326		488,248
Property, plant and equipment-net	848		848		964
Intangible assets-net	0		0		0
Other assets	1,823,614		1,823,614		1,727,028
Total assets	2,494,788		2,494,788		2,216,240
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities	11,978		11,978		21,885
Long-term debt	396,269		396,269		396,094
Accrued pension costs	345,183		345,183		413,302
Other non-current liabilities	19,239		19,239		29,565
Shareholders' equity	1,722,119		1,722,119		1,355,394
Total liabilities and shareholders' equity	2,494,788		2,494,788		2,216,240
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities			146,764	124,258
Net cash used by investing activities			(184)	(230)
Financing Activities:
Share-based payment awards			67,617	21,938
Other			(36,623)	(44,698)
Net cash provided by financing activities			30,994	(22,760)
Effect of exchange rate changes on cash and cash equivalents			0	0
Increase (decrease) in cash and cash equivalents			177,574	101,268
Cash and cash equivalents	616,869	247,491	616,869	247,491	439,295	146,223
Cash and cash equivalents	616,869	247,491	616,869	247,491	439,295	146,223
Subsidiary Guarantors [Member]
Condensed Consolidating Statement of Income
Net sales	700,775	548,242	1,232,915	994,035
Cost of sales	470,381	372,665	828,916	680,043
Product development, selling and administrative expenses	70,916	67,429	134,925	124,273
Other (income) expense	15,971	15,037	35,084	31,210
Operating income (loss)	143,507	93,111	233,990	158,509
Intercompany items	(12,436)	(13,253)	(26,866)	(29,185)
Interest income (expense) - net	889	699	1,759	1,565
Reorganization items	0	0	0	0
Income (loss) before income taxes	131,960	80,557	208,883	130,889
Provision (benefit) for income taxes	47,074	50,004	80,922	84,346
Equity in income (loss) of subsidiaries	64,285	41,864	110,937	82,012
Net income	149,171	72,417	238,898	128,555
ASSETS
Current assets	885,855		885,855		744,525
Property, plant and equipment-net	201,569		201,569		185,073
Intangible assets-net	280,999		280,999		284,993
Other assets	663,176		663,176		501,526
Total assets	2,031,599		2,031,599		1,716,117
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities	567,899		567,899		477,105
Long-term debt	0		0		0
Accrued pension costs	8,015		8,015		7,926
Other non-current liabilities	14,514		14,514		13,794
Shareholders' equity	1,441,171		1,441,171		1,217,292
Total liabilities and shareholders' equity	2,031,599		2,031,599		1,716,117
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities			21,692	3,855
Net cash used by investing activities			(33,090)	(15,260)
Financing Activities:
Share-based payment awards			0	0
Other			0	(135)
Net cash provided by financing activities			0	(135)
Effect of exchange rate changes on cash and cash equivalents			0	0
Increase (decrease) in cash and cash equivalents			(11,398)	(11,540)
Cash and cash equivalents	4,864	7,488	4,864	7,488	16,262	19,028
Cash and cash equivalents	4,864	7,488	4,864	7,488	16,262	19,028
Non-Guarantor Subsidiaries [Member]
Condensed Consolidating Statement of Income
Net sales	644,627	542,053	1,162,829	958,655
Cost of sales	436,296	378,932	805,128	682,211
Product development, selling and administrative expenses	55,644	46,010	113,077	88,929
Other (income) expense	(18,692)	(16,395)	(38,332)	(33,361)
Operating income (loss)	171,379	133,506	282,956	220,876
Intercompany items	(31,914)	(14,791)	(48,127)	(29,441)
Interest income (expense) - net	3,396	1,399	5,623	3,101
Reorganization items	0	0	0	0
Income (loss) before income taxes	142,861	120,114	240,452	194,536
Provision (benefit) for income taxes	37,382	15,052	57,509	22,945
Equity in income (loss) of subsidiaries	0	0	0	0
Net income	105,479	105,062	182,943	171,591
ASSETS
Current assets	1,438,919		1,438,919		1,236,264
Property, plant and equipment-net	210,502		210,502		191,987
Intangible assets-net	21,137		21,137		19,524
Other assets	1,102,407		1,102,407		963,265
Total assets	2,772,965		2,772,965		2,411,040
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities	702,230		702,230		561,519
Long-term debt	79		79		232
Accrued pension costs	7,434		7,434		7,120
Other non-current liabilities	52,503		52,503		37,290
Shareholders' equity	2,010,719		2,010,719		1,804,879
Total liabilities and shareholders' equity	2,772,965		2,772,965		2,411,040
Condensed Consolidating Statement of Cash Flows
Net cash provided by operating activities			81,379	39,900
Net cash used by investing activities			(19,660)	(18,222)
Financing Activities:
Share-based payment awards			0	0
Other			3,151	365
Net cash provided by financing activities			3,151	365
Effect of exchange rate changes on cash and cash equivalents			24,514	(423)
Increase (decrease) in cash and cash equivalents			89,384	21,620
Cash and cash equivalents	449,408	328,054	449,408	328,054	360,024	306,434
Cash and cash equivalents	449,408	328,054	449,408	328,054	360,024	306,434
Eliminations [Member]
Condensed Consolidating Statement of Income
Net sales	(282,673)	(194,071)	(463,483)	(327,246)
Cost of sales	(216,819)	(160,825)	(360,055)	(269,044)
Product development, selling and administrative expenses	0	0	0	0
Other (income) expense	0	0	0	0
Operating income (loss)	(65,854)	(33,246)	(103,428)	(58,202)
Intercompany items	29,748	16,831	48,757	37,764
Interest income (expense) - net	0	0	0	0
Reorganization items	0	0	0	0
Income (loss) before income taxes	(36,106)	(16,415)	(54,671)	(20,438)
Provision (benefit) for income taxes	0	0	0	0
Equity in income (loss) of subsidiaries	(218,544)	(161,064)	(367,170)	(279,708)
Net income	(254,650)	(177,479)	(421,841)	(300,146)
ASSETS
Current assets	(115,249)		(115,249)		(107,110)
Property, plant and equipment-net	0		0		0
Intangible assets-net	0		0		0
Other assets	(3,367,727)		(3,367,727)		(2,952,246)
Total assets	(3,482,976)		(3,482,976)		(3,059,356)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities	(31,086)		(31,086)		(37,185)
Long-term debt	0		0		0
Accrued pension costs	0		0		0
Other non-current liabilities	0		0		0
Shareholders' equity	(3,451,890)		(3,451,890)		(3,022,171)
Total liabilities and shareholders' equity	$ (3,482,976)		$ (3,482,976)		$ (3,059,356)

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Basic and Diluted Net Income Per Share (Tables)

6 Months Ended

Apr. 29, 2011

Basic and Diluted Net Income Per Share [Abstract]

Computation of Basic and Diluted Net Income Per Share [Table]

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

	Quarter Ended				Six Months Ended
	April 29,		April 30,		April 29,		April 30,
In thousands except per share data	2011		2010		2011		2010
Numerator:
Net income	$	161,972	$	120,441	$	264,204	$	196,658
Denominator:
Denominator for basic net income per share -
Weighted average shares		105,048		103,160		104,603		102,959
Effect of dilutive securities:
Stock options, restricted stock units and performance shares		1,598		1,690		1,742		1,657
Denominator for diluted net income per share -
Adjusted weighted average shares and assumed conversions		106,646		104,850		106,345		104,616
Basic earnings per share:	$	1.54	$	1.17	$	2.53	$	1.91
Diluted earnings per share:	$	1.52	$	1.15	$	2.48	$	1.88

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Derivatives

6 Months Ended

Apr. 29, 2011

Derivatives [Abstract]

Derivatives

3. Derivatives

We enter into derivative contracts, primarily foreign currency forward contracts, to hedge the risks of certain identified and anticipated transactions in currencies other than the functional currency of the respective operating unit.  The types of risks hedged are those arising from the variability of future earnings and cash flows caused by fluctuations in foreign currency exchange rates.  We have designated substantially all of these contracts as cash flow hedges.  These contracts are for forecasted transactions and committed receivables and payables denominated in foreign currencies and are not entered into for speculative purposes.

We are exposed to certain foreign currency risks in the normal course of our global business operations.  For derivative contracts that are designated and qualify for a cash flow hedge, the effective portion of the gain or loss of the derivative contract is recorded as a component of other comprehensive income, net of tax.  This amount is reclassified into the income statement on the line associated with the underlying transaction for the period(s) in which the hedged transaction affects earnings.  The amounts recorded in accumulated other comprehensive income for existing cash flow hedges are generally expected to be reclassified into earnings within one year and all of the existing hedges will be reclassified into earnings by October 2012.  Ineffectiveness related to these derivative contracts was recorded in the Consolidated Statement of Income as a gain of $0.3 million and $0.2 million for the quarters ended April 29, 2011 and April 30, 2010, respectively.  Ineffectiveness related to these derivative contracts was recorded in the Consolidated Statement of Income as a gain of $0.3 million and $2.7 million for the six months ended April 29, 2011 and April 30, 2010, respectively.

For derivative contracts that are designated and qualify as a fair value hedge, gain or loss is recorded in the Consolidated Statement of Income under the heading Cost of Sales.  For the quarters ended April 29, 2011 and April 30, 2010 we recorded a $1.7 million gain and a $0.2 million loss, respectively, in the Consolidated Statement of Income related to fair value hedges which was offset by foreign exchange fluctuations of the underlying receivables.  For the six months ended April 29, 2011 and April 30, 2010 we recorded a $1.5 million gain and a $0.2 million loss, respectively, in the Consolidated Statement of Income related to fair value hedges which was offset by foreign exchange fluctuations of the underlying receivables.

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

In thousands	Effective Portion							Ineffective Portion
				Location of	Amount of			Location of	Amount of
	Amount of			Gain/(Loss)	Gain/(Loss)			Gain/(Loss)	Gain/(Loss)
Derivative	Gain/(Loss)			Reclassified	Reclassified			Reclassified	Reclassified
Hedging	Recognized			from AOCI	from AOCI			from AOCI	from AOCI
Relationship	in OCI			into Earnings	into Earnings			into Earnings	into Earnings
Quarter ended April 29, 2011
Foreign currency
forward contracts	$	4,978		Cost of sales	$	3,766		Cost of sales	$	-
				Sales		644
Six months ended April 29, 2011
Foreign currency
forward contracts	$	6,446		Cost of sales	$	2,944		Cost of sales	$	-
				Sales		3,583
Quarter ended April 30, 2010
Foreign currency
forward contracts	$	(174	)	Cost of sales	$	1,426		Cost of sales	$	-
				Sales		(956	)
Six months ended April 30, 2010
Foreign currency
forward contracts	$	(5,131	)	Cost of sales	$	1,556		Cost of sales	$	-
				Sales		(857	)

We are exposed to credit-related losses in the event of non-performance by counterparties to our forward exchange contracts.  We currently have a concentration of these contracts held with Bank of America, N.A., which maintains an investment grade rating as of quarter end.  We do not expect any counterparties, including Bank of America, N.A., to fail to meet their obligations.  A contract is generally subject to credit risk only when it has a positive fair value and the maximum exposure is the amount of the positive fair value.

Forward exchange contracts are entered into to protect the value of forecasted transactions and committed future foreign currency receipts and disbursements and consequently any market-related loss on the forward contract would be offset by changes in the value of the hedged item.  As a result, we are generally not exposed to net market risk associated with these instruments.

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Retiree Benefits

6 Months Ended

Apr. 29, 2011

Retiree Benefits [Abstract]

Retiree Benefits

12. Retiree Benefits

The components of the net periodic pension and other post-retirement benefits expense recognized are as follows:

	Pension Benefits						Postretirement Benefits
	Quarter Ended						Quarter Ended
	April 29,			April 30,			April 29,			April 30,
In thousands	2011			2010			2011			2010
Service cost	$	5,135		$	5,273		$	285		$	258
Interest cost		21,191			21,316			406			410
Expected return on assets		(22,830	)		(21,851	)		(93	)		(126	)
Amortization of:
Prior service cost		344			290			12			-
Actuarial loss (gain)		8,787			8,146			(384	)		(352	)
Net periodic benefit cost	$	12,627		$	13,174		$	226		$	190

	Pension Benefits						Postretirement Benefits
	Six Months Ended						Six Months Ended
	April 29,			April 30,			April 29,			April 30,
In thousands	2011			2010			2011			2010
Service cost	$	10,270		$	10,546		$	570		$	516
Interest cost		42,382			42,632			812			820
Expected return on assets		(45,715	)		(43,505	)		(184	)		(132	)
Amortization of:
Prior service cost		688			580			24			-
Actuarial loss (gain)		17,574			16,292			(768	)		(704	)
Net periodic benefit cost	$	25,199		$	26,545		$	454		$	500

The actuarial loss (gain) arises from differences in estimates and actual experiences for certain assumptions including changes in discount rate, expected return on assets and future salary rate increases.

During 2011 we expect to contribute approximately $135.0 to $145.0 million to our U.S. defined benefit employee pension plans.

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Warranties (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Apr. 29, 2011	Apr. 30, 2010	Apr. 29, 2011	Apr. 30, 2010
Changes in the product warranty reserve [Roll Forward]
Balance, beginning of period	$ 61,479	$ 61,397	$ 62,351	$ 58,947
Accrual for warranty expensed during the period	11,031	9,680	17,596	17,944
Settlements made during the period	(7,238)	(10,505)	(15,668)	(15,836)
Change in liability for pre-existing warranties during the period, including expirations	98	(546)	242	(661)
Effect of foreign currency translation	1,406	(300)	2,255	(668)
Balance, end of period	$ 66,776	$ 59,726	$ 66,776	$ 59,726

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Subsidiary Guarantors

6 Months Ended

Apr. 29, 2011

Subsidiary Guarantors [Abstract]

Subsidiary Guarantors

16. Subsidiary Guarantors

The following tables present condensed consolidated financial information as of April 29, 2011 and October 29, 2010 and for the quarters and six months ended April 29, 2011 and April 30, 2010 for: (a) the parent company; (b) on a combined basis, the guarantors of the Credit Agreement and Senior Notes issued in November 2006, which include the significant domestic operations of Joy Technologies Inc., P&H Mining Equipment Inc., N.E.S. Investment Co., and Continental Crushing & Conveying Inc. (the “Subsidiary Guarantors”); and (c) on a combined basis, the non-guarantors, which include all of our foreign subsidiaries and a number of small domestic subsidiaries (the “Non-Guarantor Subsidiaries”).  Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are unconditionally, jointly, and severally liable under the guarantees, and we believe such separate statements or disclosures would not be useful to investors.

Condensed Consolidating Statement of Income

Quarter Ended April 29, 2011

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	-		$	700,775		$	644,627		$	(282,673	)	$	1,062,729
Cost of sales		-			470,381			436,296			(216,819	)		689,858
Product development, selling and administrative expenses		14,970			70,916			55,644			-			141,530
Other (income) expense		-			15,971			(18,692	)		-			(2,721	)
Operating income (loss)		(14,970	)		143,507			171,379			(65,854	)		234,062
Intercompany items		14,602			(12,436	)		(31,914	)		29,748			-
Interest income (expense) - net		(7,467	)		889			3,396			-			(3,182	)
Reorganization items		-			-			-			-			-
Income (loss) before income taxes and equity		(7,835	)		131,960			142,861			(36,106	)		230,880
Provision  (benefit) for income taxes		(15,548	)		47,074			37,382			-			68,908
Equity in income  of subsidiaries		154,259			64,285			-			(218,544	)		-
Net income	$	161,972		$	149,171		$	105,479		$	(254,650	)	$	161,972

Condensed Consolidating Statement of Income

Quarter Ended April 30, 2010

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	-		$	548,242		$	542,053		$	(194,071	)	$	896,224
Cost of sales		-			372,665			378,932			(160,825	)		590,772
Product development, selling and administrative expenses		12,831			67,429			46,010			-			126,270
Other (income) expense		-			15,037			(16,395	)		-			(1,358	)
Operating income (loss)		(12,831	)		93,111			133,506			(33,246	)		180,540
Intercompany items		11,213			(13,253	)		(14,791	)		16,831			-
Interest income (expense) - net		(6,428	)		699			1,399			-			(4,330	)
Reorganization items		(545	)		-			-			-			(545	)
Income (loss) before income taxes and equity		(8,591	)		80,557			120,114			(16,415	)		175,665
Provision  (benefit) for income taxes		(9,832	)		50,004			15,052			-			55,224
Equity in income (loss) of subsidiaries		119,200			41,864			-			(161,064	)		-
Net income	$	120,441		$	72,417		$	105,062		$	(177,479	)	$	120,441

Condensed Consolidating Statement of Income

Six Months Ended April 29, 2011

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	-		$	1,232,915		$	1,162,829		$	(463,483	)	$	1,932,261
Cost of sales		-			828,916			805,128			(360,055	)		1,273,989
Product development, selling and administrative expenses		25,658			134,925			113,077			-			273,660
Other (income) expense		-			35,084			(38,332	)		-			(3,248	)
Operating income (loss)		(25,658	)		233,990			282,956			(103,428	)		387,860
Intercompany items		26,236			(26,866	)		(48,127	)		48,757			-
Interest income (expense) - net		(14,950	)		1,759			5,623			-			(7,568	)
Reorganization items		(35	)		-			-			-			(35	)
Income (loss) before income taxes and equity		(14,407	)		208,883			240,452			(54,671	)		380,257
Provision  (benefit) for income taxes		(22,378	)		80,922			57,509			-			116,053
Equity in income  of subsidiaries		256,233			110,937			-			(367,170	)		-
Net income	$	264,204		$	238,898		$	182,943		$	(421,841	)	$	264,204

Condensed Consolidating Statement of Income

Six Months Ended April 30, 2010

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Eliminations			Consolidated
Net sales	$	-		$	994,035		$	958,655		$	(327,246	)	$	1,625,444
Cost of sales		-			680,043			682,211			(269,044	)		1,093,210
Product development, selling and administrative expenses		23,083			124,273			88,929			-			236,285
Other (income) expense		-			31,210			(33,361	)		-			(2,151	)
Operating income (loss)		(23,083	)		158,509			220,876			(58,202	)		298,100
Intercompany items		20,862			(29,185	)		(29,441	)		37,764			-
Interest income (expense) - net		(13,592	)		1,565			3,101			-			(8,926	)
Reorganization items		(595	)		-			-			-			(595	)
Income (loss) from continuing operations before income taxes and equity		(16,408	)		130,889			194,536			(20,438	)		288,579
Provision  (benefit) for income taxes		(15,370	)		84,346			22,945			-			91,921
Equity in income (loss) of subsidiaries		197,696			82,012			-			(279,708	)		-
Net income	$	196,658		$	128,555		$	171,591		$	(300,146	)	$	196,658

Condensed Consolidating Balance Sheets:

As of April 29, 2011

(In thousands)

	Parent		Subsidiary		Non-Guarantor
	Company		Guarantors		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets	$	670,326	$	885,855	$	1,438,919	$	(115,249	)	$	2,879,851
Property, plant and equipment-net		848		201,569		210,502		-			412,919
Intangible assets-net		-		280,999		21,137		-			302,136
Other assets		1,823,614		663,176		1,102,407		(3,367,727	)		221,470
Total assets	$	2,494,788	$	2,031,599	$	2,772,965	$	(3,482,976	)	$	3,816,376
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities	$	11,978	$	567,899	$	702,230	$	(31,086	)	$	1,251,021
Long-term debt		396,269		-		79		-			396,348
Accrued pension costs		345,183		8,015		7,434		-			360,632
Other non-current liabilities		19,239		14,514		52,503		-			86,256
Shareholders' equity		1,722,119		1,441,171		2,010,719		(3,451,890	)		1,722,119
Total liabilities and shareholders' equity	$	2,494,788	$	2,031,599	$	2,772,965	$	(3,482,976	)	$	3,816,376

As of October 29, 2010

(In thousands)

	Parent		Subsidiary		Non-Guarantor
	Company		Guarantors		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets	$	488,248	$	744,525	$	1,236,264	$	(107,110	)	$	2,361,927
Property, plant and equipment-net		964		185,073		191,987		-			378,024
Intangible assets-net		-		284,993		19,524		-			304,517
Other assets		1,727,028		501,526		963,265		(2,952,246	)		239,573
Total assets	$	2,216,240	$	1,716,117	$	2,411,040	$	(3,059,356	)	$	3,284,041
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities	$	21,885	$	477,105	$	561,519	$	(37,185	)	$	1,023,324
Long-term debt		396,094		-		232		-			396,326
Accrued pension costs		413,302		7,926		7,120		-			428,348
Other non-current liabilities		29,565		13,794		37,290		-			80,649
Shareholders' equity		1,355,394		1,217,292		1,804,879		(3,022,171	)		1,355,394
Total liabilities and shareholders' equity	$	2,216,240	$	1,716,117	$	2,411,040	$	(3,059,356	)	$	3,284,041

Condensed Consolidating Statement of Cash Flows:

Six Months Ended April 29, 2011

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Consolidated
Net cash provided by operating activities	$	146,764		$	21,692		$	81,379		$	249,835
Net cash used by investing activities		(184	)		(33,090	)		(19,660	)		(52,934	)
Financing Activities:
Share-based payment awards		67,617			-			-			67,617
Other		(36,623	)		-			3,151			(33,472	)
Net cash provided by financing activities		30,994			-			3,151			34,145
Effect of exchange rate changes on cash and cash equivalents		-			-			24,514			24,514
Increase (decrease) in cash and cash equivalents		177,574			(11,398	)		89,384			255,560
Cash and cash equivalents at beginning of period		439,295			16,262			360,024			815,581
Cash and cash equivalents at end of  period	$	616,869		$	4,864		$	449,408		$	1,071,141

Six Months Ended April 30, 2010

(In thousands)

	Parent			Subsidiary			Non-Guarantor
	Company			Guarantors			Subsidiaries			Consolidated
Net cash provided by operating activities	$	124,258		$	3,855		$	39,900		$	168,013
Net cash used by investing activities		(230	)		(15,260	)		(18,222	)		(33,712	)
Financing Activities:
Share-based payment awards		21,938			-			-			21,938
Other		(44,698	)		(135	)		365			(44,468	)
Net cash provided (used) by financing activities		(22,760	)		(135	)		365			(22,530	)
Effect of exchange rate changes on cash and cash equivalents		-			-			(423	)		(423	)
Increase (decrease) in cash and cash equivalents		101,268			(11,540	)		21,620			111,348
Cash and cash equivalents at beginning of period		146,223			19,028			306,434			471,685
Cash and cash equivalents at end of period	$	247,491		$	7,488		$	328,054		$	583,033

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Condensed Consolidated Statement of Income (Unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Apr. 29, 2011	Apr. 30, 2010	Apr. 29, 2011	Apr. 30, 2010
Condensed Consolidated Statement of Income [Abstract]
Net sales	$ 1,062,729	$ 896,224	$ 1,932,261	$ 1,625,444
Costs and expenses:
Cost of sales	689,858	590,772	1,273,989	1,093,210
Product development, selling and administrative expenses	141,530	126,270	273,660	236,285
Other (income) expense	(2,721)	(1,358)	(3,248)	(2,151)
Operating income (loss)	234,062	180,540	387,860	298,100
Interest income	4,713	2,900	8,158	5,764
Interest expense	(7,895)	(7,230)	(15,726)	(14,690)
Reorganization items	0	(545)	(35)	(595)
Income (loss) before income taxes	230,880	175,665	380,257	288,579
Provision for income taxes	68,908	55,224	116,053	91,921
Net income	$ 161,972	$ 120,441	$ 264,204	$ 196,658
Basic earnings per share	$ 1.54	$ 1.17	$ 2.53	$ 1.91
Diluted earnings per share	$ 1.52	$ 1.15	$ 2.48	$ 1.88
Dividends per share	$ 0.175	$ 0.175	$ 0.35	$ 0.35
Weighted average shares outstanding:
Basic	105,048	103,160	104,603	102,959
Diluted	106,646	104,850	106,345	104,616

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Contingent Liabilities (Details) (USD $) In Millions, unless otherwise specified	Apr. 29, 2011
Contingent Liabilities [Abstract]
Number of unresolved asbestos and silica-related product liability cases	1,000
Minimum severance benefits and penalties, plus interest, sought in bankruptcy court	$ 10
Contingent liability for outstanding letters of credit, bank guarantees, and surety bonds	275.2
Contingent liability substantially attributable to surety bonds	15.7
Contingent liability related to outstanding letters of credit or other guarantees	$ 14.8

XML



Fair Value Measurements (Details) (USD $) In Thousands	Apr. 29, 2011	Oct. 29, 2010
Carrying Value [Member]
Current Assets
Cash and cash equivalents	$ 1,071,141	$ 815,581
Other Current Assets
Derivatives	18,625	10,643
Other Accrued Liabilities
Derivatives	9,219	4,212
Long term Obligations
6.0 % Senior Notes	247,840	247,677
6.625% Senior Notes	148,429	148,417
Total Fair Value [Member]
Current Assets
Cash and cash equivalents	1,071,141	815,581
Other Current Assets
Derivatives	18,625	10,643
Other Accrued Liabilities
Derivatives	9,219	4,212
Long term Obligations
6.0 % Senior Notes	280,343	273,125
6.625% Senior Notes	158,513	152,438
Quoted Prices in Active Markets for Identical Assets Level 1 [Member]
Current Assets
Cash and cash equivalents	1,071,141	815,581
Other Current Assets
Derivatives	0	0
Other Accrued Liabilities
Derivatives	0	0
Long term Obligations
6.0 % Senior Notes	280,343	273,125
6.625% Senior Notes	158,513	152,438
Significant Other Observable Inputs Level 2 [Member]
Current Assets
Cash and cash equivalents	0	0
Other Current Assets
Derivatives	18,625	10,643
Other Accrued Liabilities
Derivatives	9,219	4,212
Long term Obligations
6.0 % Senior Notes	0	0
6.625% Senior Notes	$ 0	$ 0