- Quarterly Report (10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

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 June 30, 2010

¨	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 001-00871

BUCYRUS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE

39-0188050

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

P. O. BOX 500

1100 MILWAUKEE AVENUE

SOUTH MILWAUKEE, WISCONSIN

(Address of Principal Executive Offices)

53172

(Zip Code)

(414) 768-4000

(Registrant’s Telephone Number, Including Area Code)

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ 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 August 4, 2010
Common Stock, $.01 par value		81,012,454

Bucyrus International, Inc.

INDEX


			Page No.
PART I.	FINANCIAL INFORMATION:

	Item 1 -	Financial Statements (Unaudited)

		Consolidated Condensed Statements of Earnings – Quarters and six months ended June 30, 2010 and 2009	3

		Consolidated Condensed Statements of Comprehensive Income – Quarters and six months ended June 30, 2010 and 2009	4

		Consolidated Condensed Balance Sheets – June 30, 2010 and December 31, 2009	5

		Consolidated Condensed Statements of Cash Flows – Quarters and six months ended June 30, 2010 and 2009	7

		Notes to Consolidated Condensed Financial Statements	8

	Item 2 -	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

	Item 3 -	Quantitative and Qualitative Disclosures About Market Risk	47

	Item 4 -	Controls and Procedures	48

PART II.	OTHER INFORMATION:

	Item 1 -	Legal Proceedings	49

	Item 1A -	Risk Factors	49

	Item 2 -	Unregistered Sales of Equity Securities and Use of Proceeds	49

	Item 3 -	Defaults Upon Senior Securities	49

	Item 4 -	(Removed and Reserved)	49

	Item 5 -	Other Information	49

	Item 6 -	Exhibits	49

	Signature Page		50

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Bucyrus International, Inc.

Consolidated Condensed Statements of Earnings (Unaudited)


	Quarter Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	(Dollars in thousands, except per share amounts)

Sales	$	868,668		$	724,436		$	1,476,193		$	1,330,180
Costs of products sold		622,156			519,174			1,054,399			954,733


Gross profit		246,512			205,262			421,794			375,447

Selling, general and administrative expenses		88,114			63,015			175,248			124,068
Research and development expenses		16,031			9,200			29,274			18,576
Amortization of intangible assets		13,875			4,441			22,865			9,605


Operating earnings		128,492			128,606			194,407			223,198

Interest income		(1,068	)		(844	)		(2,417	)		(2,430	)
Interest expense		18,900			6,662			29,959			13,526
Other expense		2,506			618			4,341			5,643


Earnings before income taxes		108,154			122,170			162,524			206,459
Income tax expense		34,943			39,890			54,299			67,278


Net earnings	$	73,211		$	82,280		$	108,225		$	139,181


Net earnings per share
Basic:
Net earnings per share	$	0.91		$	1.11		$	1.37		$	1.87
Weighted average shares		80,559,644			74,453,660			78,938,334			74,452,561
Diluted:
Net earnings per share	$	0.89		$	1.08		$	1.35		$	1.84
Weighted average shares		82,136,682			76,012,075			80,408,528			75,487,089

See notes to consolidated condensed financial statements.

Bucyrus International, Inc.

Consolidated Condensed Statements of

Comprehensive Income (Loss) (Unaudited)


	Quarter Ended June 30,					Six Months Ended June 30,
	2010			2009		2010			2009
	(Dollars in thousands)

Net earnings	$	73,211		$	82,280	$	108,225		$	139,181

Other comprehensive income (loss):
Currency translation adjustments		(82,132	)		49,321		(103,838	)		34,556
Change in pension and postretirement unrecognized costs, net of income tax (benefit) expense of ($153), $524, ($374) and $479, respectively		(263	)		1,001		(2,619	)		793
Derivative fair value changes, net of income tax (benefit) expense of ($6,473), $10,911, ($10,301) and $9,479, respectively		(22,373	)		21,442		(25,714	)		17,783


Other comprehensive (loss) income		(104,768	)		71,764		(132,171	)		53,132


Comprehensive (loss) income	($	31,557	)	$	154,044	($	23,946	)	$	192,313

See notes to consolidated condensed financial statements.

Bucyrus International, Inc.

Consolidated Condensed Balance Sheets (Unaudited)


	June 30, 2010			December 31, 2009
	(Dollars in thousands, except per share amounts)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	279,482		$	101,084
Receivables – net		771,287			741,815
Inventories		1,106,587			627,289
Deferred income taxes		45,227			45,024
Prepaid expenses and other		49,409			40,861

Total Current Assets		2,251,992			1,556,073


OTHER ASSETS:
Goodwill		719,989			351,333
Intangible assets – net		673,344			220,780
Other assets		110,259			61,505


Total Other Assets		1,503,592			633,618


PROPERTY, PLANT AND EQUIPMENT:
Cost		736,696			672,260
Less accumulated depreciation		(160,286	)		(157,839	)

Total Property, Plant and Equipment		576,410			514,421


TOTAL ASSETS	$	4,331,994		$	2,704,112

Bucyrus International, Inc.

Consolidated Condensed Balance Sheets (Unaudited) (Continued)


	June 30, 2010			December 31, 2009
	(Dollars in thousands, except per share amounts)
LIABILITIES AND COMMON STOCKHOLDERS’ INVESTMENT

CURRENT LIABILITIES:
Accounts payable	$	295,251		$	155,857
Accrued expenses		255,322			172,865
Liabilities to customers on uncompleted contracts and warranties		266,825			183,097
Income taxes		43,709			45,811
Current maturities of long-term debt and short-term obligations		17,138			7,566

Total Current Liabilities		878,245			565,196


LONG-TERM LIABILITIES:
Deferred income taxes		83,841			82,260
Pension and other		209,697			198,000

Total Long-Term Liabilities		293,538			280,260

LONG-TERM DEBT, less current maturities		1,463,656			499,666


COMMON STOCKHOLDERS’ INVESTMENT:
Common stock – par value $0.01 per share, authorized 200,000,000 shares, issued 81,223,959 shares and 75,234,366 shares, respectively		813			753
Additional paid-in capital		1,053,253			687,756
Treasury stock – 217,200 shares		(851	)		(851	)
Accumulated earnings		777,714			673,535
Accumulated other comprehensive loss		(134,374	)		(2,203	)

Total Common Stockholders’ Investment		1,696,555			1,358,990

TOTAL LIABILITIES AND COMMON STOCKHOLDERS’ INVESTMENT	$	4,331,994		$	2,704,112

See notes to consolidated condensed financial statements.

Bucyrus International, Inc.

Consolidated Condensed Statements of Cash Flows (Unaudited)


	Six Months Ended June 30,
	2010			2009
	(Dollars in thousands)
Net Cash Provided By Operating Activities	$	265,597		$	6,217


Cash Flows From Investing Activities
Purchases of property, plant and equipment		(33,096	)		(31,277	)
Proceeds from disposal of property, plant and equipment		2,716			266
Purchases of investments		(2,921	)		(8,721	)
Proceeds from sale of investments		4,808			6,184
Acquisition of Terex Mining, net of cash acquired		(1,004,143	)		—
Other		(4,950	)		(715	)


Net cash used in investing activities		(1,037,586	)		(34,263	)


Cash Flows From Financing Activities
Borrowings from revolving credit facilities		208,087			—
Repayments of revolving credit facilities		(208,087	)		—
Net borrowings of revolving credit facilities		—			27,868
Proceeds from term loan facility		1,000,000			—
Repayments of term loan facility		(4,708	)		(3,608	)
Proceeds from other long-term debt and other bank borrowings		27,665			1,919
Payments of other long-term debt and other bank borrowings		(27,608	)		(165	)
Dividends paid		(4,057	)		(3,722	)
Payment of financing costs		(35,226	)		—
Other		(42	)		(716	)


Net cash provided by financing activities		956,024			21,576


Effect of exchange rate changes on cash		(5,637	)		8,685


Net increase in cash and cash equivalents		178,398			2,215
Cash and cash equivalents at beginning of period		101,084			102,396

Cash and cash equivalents at end of period	$	279,482		$	104,611


Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest	$	27,728		$	17,897
Income taxes – net of refunds	$	52,937		$	39,119

Supplemental Disclosure of Non-Cash Investing Activities

Capital expenditures included in accounts payable	$	21		$	476

Supplemental Schedule of Non-Cash Investing and Financing Activities

On February 19, 2010, the Company completed its acquisition of Terex Mining. In conjunction with the acquisition, preliminary liabilities were assumed as follows (dollars in thousands):

Fair value of assets acquired	$	1,702,438
Cash consideration		(1,048,525	)
Consideration paid in the form of the Company’s common shares, based on the February 19, 2010 per share closing price of $62.64		(363,922	)


Liabilities assumed	$	289,991

Bucyrus International, Inc.

Notes to Consolidated Condensed Financial Statements (Unaudited)

1. Nature of Operations

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

2. Basis of Presentation

In the opinion of Company management, the consolidated condensed financial statements contain all adjustments necessary to present fairly the financial results for all periods presented. Certain items are included in these statements based on estimates for the entire year. Actual results in future periods may differ from the estimates.

Certain notes and other information have been condensed or omitted from these interim consolidated condensed financial statements. Therefore, these statements should be read in conjunction with the Company’s 2009 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2010.

3. Acquisitions

On February 19, 2010, the Company completed its acquisition of Terex Corporation’s mining equipment business (“Terex Mining”) for $1.0 billion in cash and 5,809,731 shares of the Company’s common stock, subject to certain post-closing net assets, net debt and other adjustments. The financial results for the quarter and six months ended June 30, 2010 include the net assets and results of operations of Terex Mining since the February 19, 2010 date of acquisition, as well as the preliminary acquisition accounting adjustments and acquisition costs related to the Terex Mining acquisition. As a result, the Company’s financial results for the quarter and six months ended June 20, 2010 are not necessarily comparative to the results for the quarter and six months ended June 30, 2009 or as of December 31, 2009 and may not be indicative of future results. Terex Mining is being integrated into the surface mining segment.

Terex Mining is a worldwide manufacturer of hydraulic excavators, off-highway haul trucks and drills, which are complementary to the Company’s existing product lines. As a result of this acquisition, the Company has significantly expanded its product portfolio, which allows it to compete in a larger portion of the mining machinery market. These factors contributed to a purchase price resulting in the recognition of goodwill. Total goodwill acquired was $418.6 million, of which $225.4 million is deductible for income tax purposes.

The acquisition of Terex Mining was accounted for under the acquisition method of accounting for business combinations in accordance with generally accepted accounting principles in the United States. Under this method, the total consideration transferred to consummate the acquisition was allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. The principles of acquisition method of accounting require extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values. Accordingly, the allocation of the consideration transferred in the table below is preliminary and will be adjusted subject to the final adjustments to be agreed upon by Terex Corporation and the Company upon completion of the final valuation of the assets acquired and liabilities assumed. Such adjustments could be significant. The final valuation is expected to be completed as soon as practicable but no later than 12 months after the closing date of the acquisition.

The asset and share purchase agreement between the Company and Terex Corporation contains a post-closing purchase price adjustment provision which includes a calculation of the net asset value (as defined in the asset and share purchase agreement) of Terex Mining as of the closing date of the acquisition. During the course of the calculation of the purchase price adjustment, the Company has identified certain material potential adjustments to specific items on the balance sheet of Terex Mining as of the closing date of the acquisition, which may result in a significant downward adjustment to the preliminary consideration transferred by the Company to Terex Corporation. These potential adjustments are being reviewed by Terex Corporation and have not been included in the Company’s consolidated financial statements as of June 30, 2010.

The preliminary consideration transferred to acquire Terex Mining was as follows (dollars in thousands):


Cash consideration, including cash acquired	$	1,048,525
Consideration in the form of the Company’s common shares, based on the February 19, 2010 per share closing price of $62.64		363,922


Total consideration	$	1,412,447

The total consideration transferred was allocated to Terex Mining’s net tangible and identifiable intangible assets based upon their fair value as of February 19, 2010. The excess of the consideration transferred over the fair value of the net tangible and identifiable intangible assets is reflected as goodwill. The preliminary allocation of the total consideration to the fair value of the assets acquired and liabilities assumed as of February 19, 2010 was as follows (dollars in thousands):


Cash	$	44,382
Receivables, net of $2,848 of reserves		117,967
Inventories		486,674
Prepaid expenses and other		46,992
Goodwill		418,641
Intangible assets		493,646
Other assets		11,827
Property, plant and equipment		82,309
Liabilities assumed		(251,229	)
Deferred tax liability associated with acquisition accounting adjustments		(38,762	)


	$	1,412,447

Major categories of liabilities assumed included trade accounts payable of $94.6 million, accrued warranty costs of $39.1 million, other accrued expenses of $38.3 million, accrued employee costs of $17.3 million, pension liabilities of $16.2 million and liabilities to customers on uncompleted contracts of $12.9 million.

The identifiable intangible assets consist of technology, customer relationships, brand name, trademarks and backlog.

The Company incurred $1.7 million and $15.7 million of acquisition costs for the quarter and six months ended June 30, 2010, respectively, related to the acquisition of Terex Mining. These costs are included in selling, general and administrative expenses in the Consolidated Condensed Statements of Earnings.

Terex Mining sales for the quarter and six months ended June 30, 2010 were $277.1 million and $369.3 million, respectively, and net earnings for the quarter and six months ended June 30, 2010 were $13.4 million and $11.3 million, respectively.

Pro Forma Results of Operations

The following unaudited pro forma results of operations assume that the Company acquired Terex Mining and amended its credit facilities on January 1, 2010 and 2009. The unaudited pro forma results include adjustments to reflect additional interest expense, depreciation expense and amortization of intangibles, as well as the effects of adjustments made to the carrying value of certain assets.


	Quarter Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
	(Dollars in thousands, except per share amounts)

Sales	$	868,668	$	1,050,729	$	1,577,825	$	1,946,867

Net earnings	$	83,937	$	87,854	$	116,061	$	151,669

Net earnings per share:
Basic	$	1.04	$	1.09	$	1.44	$	1.89
Diluted	$	1.02	$	1.07	$	1.42	$	1.87

The unaudited pro forma financial information presented above is not necessarily indicative of either the results of operations that would have occurred had the acquisition of Terex Mining been effective on January 1, 2010 and 2009 or of the Company’s future results of operations. Also, the unaudited pro forma financial information does not reflect the costs that the Company incurred or may incur to integrate Terex Mining. These integration costs have not been material to date and the Company does not expect them to be material in the future.

Finished goods and work in process inventories have been adjusted to their estimated fair market value. Finished parts were valued at their estimated selling prices, less the sum of (i) costs of disposal; and (ii) a reasonable profit allowance for the Company’s selling effort, and work in process was valued at estimated selling prices of finished goods less the sum of (a) costs to complete; (b) costs of disposal; and (c) a reasonable profit allowance for the completing and selling effort of the Company based on profit for similar finished goods. As this inventory adjustment was directly attributed to the transaction and did not have a continuing impact, it is not reflected in the unaudited pro forma results of operations presented above. However, this inventory adjustment will result in a charge to cost of products sold in the periods subsequent to the consummation of the acquisition of Terex Mining during which the related inventories were sold. The actual charge for the quarter and six months ended June 30, 2010 was $15.8 million and $22.8 million, respectively.

4. Derivative Financial Instruments

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

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


	June 30, 2010				December 31, 2009
	Buy		Sell		Buy		Sell
	(Dollars in thousands)

United States dollar	$	26,455	$	132,835	$	11,000	$	55,763
Australian dollar		26,925		124,816		29,485		18,548
Brazilian real		—		5,055		—		3,912
British pounds sterling		23,679		11,227		14,025		2,106
Canadian dollar		4,037		21,855		—		8,492
Chilean peso		867		—		37,798		1,250
Czech koruna		1,742		—		264		—
Euro		130,142		56,211		213,299		5,639
Mexican peso		245		—		—		—
Peruvian sol		—		5,813		—		1,525
Polish zloty		—		—		—		1,894
Russian ruble		474		4,878		675		3,595
South African rand		81		5,223		—		1,584


	$	214,647	$	367,913	$	306,546	$	104,308

Based upon June 30, 2010 exchange rates, all of the Company’s outstanding contracts were recorded at fair value.

The Company conducts its business on a multinational basis in a wide variety of foreign currencies and hedges foreign currency exposures arising from various receivables, liabilities and expected inventory purchases. Derivative instruments that are utilized to hedge the foreign currency risk associated with anticipated inventory purchases and cash collection of accounts receivable in foreign currencies are designated as cash flow hedges. Gains and losses on these instruments, to the extent that they have been effective, are deferred in accumulated other comprehensive income (loss) and recognized in earnings when the related inventory is sold or the accounts receivable is recorded. The ineffectiveness of these hedge instruments resulted in the recognition in the Consolidated Condensed Statements of Earnings of pre-tax losses of $0.6 million and $1.1 million for the quarter and six months ended June 30, 2010, respectively, and pre-tax income of $0.8 million and pre-tax losses of $3.4 million for the quarter and six months ended June 30, 2009, respectively. The maturity of these instruments generally does not exceed 27 months. The Consolidated Condensed Statements of Earnings for the quarter and six months ended June 30, 2009 includes $0.2 million of pre-tax income and $3.8 million of pre-tax losses, respectively, as a result of the discontinuance of cash flow hedges because the original forecasted transaction did not occur within the original specified time period or the two months thereafter. There has been no income or loss for this type of transaction in 2010. Accumulated other comprehensive loss related to foreign currency forward contracts was $16.2 million and $1.6 million at June 30, 2010 and December 31, 2009, respectively. The Company estimates that $14.1 million of the $16.2 million loss will be reclassified into earnings over the next 12 months.

To manage a portion of its exposure to changes in LIBOR-based interest rates on its variable rate debt, the Company has entered into interest rate swap agreements to effectively fix the interest payments on $735.6 million ($650.0 million plus €70.0 million) of its term loan. All of the swaps in place at June 30, 2010 have been designated as cash flow hedges of LIBOR-based interest payments. The effective portion of the change in fair value of the derivatives is recorded in accumulated other comprehensive income (loss), while any ineffective portion is recorded as an adjustment to interest expense. The differential paid or received on the interest rate swap is recognized as an adjustment to interest expense. Interest rate swaps in place at June 30, 2010 were as follows:


	Interest
Amount	Rate (1)		Maturity Date
(Dollars in thousands)

$50,000	2.1750	%	January 30, 2012
$50,000	2.4000	%	January 28, 2013
$25,000	2.2200	%	February 19, 2013
$25,000	2.2500	%	February 19, 2013
$25,000	2.2900	%	May 19, 2013
$25,000	2.4100	%	August 19, 2013
$25,000	2.4500	%	November 19, 2013
$50,000	2.5975	%	January 28, 2014
$25,000	2.5800	%	February 19, 2014
$25,000	2.2100	%	April 1, 2014
$50,000	2.9900	%	May 4, 2014
$50,000	2.9900	%	May 4, 2014
$100,000	2.9900	%	May 4, 2014
$25,000	2.6300	%	May 19, 2014
$25,000	2.7400	%	August 19, 2014
$25,000	2.8200	%	November 19, 2014
$25,000	2.8450	%	February 19, 2015
$25,000	2.9700	%	May 19, 2015
$18,351	1.9600	%	March 31, 2012 (2)
$12,234	2.2800	%	March 31, 2013 (2)
$30,585	2.5180	%	March 31, 2014 (2)
$18,351	2.4900	%	March 31, 2014 (2)
$6,117	2.4900	%	April 1, 2014 (2)

(1)	Excludes applicable spread of 1.50% to 3.00%.

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

The Company recognized interest expense of $2.8 million and $6.2 million for the quarter and six months ended June 30, 2010, respectively, and $0.7 million and $1.2 million for the quarter and six months ended June 30, 2009, respectively, related to the ineffective portion of its interest rate swaps. Accumulated other comprehensive loss, net of tax, related to interest rate swaps was $16.2 million and $5.0 million at June 30, 2010 and December 31, 2009, respectively. The Company estimates that $14.0 million of the $16.2 million loss, net of tax, will be reclassified into earnings over the next 12 months.

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


	June 30, 2010
	Prepaid Expenses and Other		Other Long- Term Assets		Accrued Expenses		Pension and Other
	(Dollars in thousands)

Interest rate swaps	$	—	$	—	$	22,248	$	3,499
Foreign currency forward contracts		742		—		10,087		2,801


Total designated	$	742	$	—	$	32,335	$	6,300


	December 31, 2009
	Prepaid Expenses and Other		Other Long- Term Assets		Accrued Expenses		Pension and Other
	(Dollars in thousands)

Interest rate swaps	$	—	$	301	$	2,917	$	4,531
Foreign currency forward contracts		1,787		—		2,551		885


Total designated	$	1,787	$	301	$	5,468	$	5,416

The pre-tax derivative gains and losses included in the Consolidated Condensed Statements of Comprehensive Income (Loss) and the Consolidated Condensed Statements of Earnings related to cash flow hedges were as follows:

Gain / (Loss) Recognized in Other Comprehensive Income (Loss):


	Quarter Ended June 30,					Six Months Ended June 30,
	2010			2009		2010			2009
	(Dollars in thousands)

Interest rate swaps	($	12,570	)	$	15,008	($	17,882	)	$	9,694
Foreign currency forward contracts		(16,276	)		17,344		(18,133	)		17,568


Total	($	28,846	)	$	32,352	($	36,015	)	$	27,262

Gain / (Loss) Reclassified From Other Comprehensive Income To Earnings:


	Quarter Ended June 30,						Consolidated Condensed Statement of Earnings
	2010			2009			Line Item
	(Dollars in thousands)

Interest rate swaps	($	2,834	)	($	685	)	Interest expense
Foreign currency forward contracts		2,239			—		Sales
Foreign currency forward contracts		(1,409	)		(4,044	)	Cost of products sold
Foreign currency forward contracts		258			(7,173	)	Selling, general and administrative expenses
Foreign currency forward contracts		—			—		Other expense


Total	($	1,746	)	($	11,902	)


	Six Months Ended June 30,						Consolidated Condensed Statement of Earnings
	2010			2009			Line Item
	(Dollars in thousands)

Interest rate swaps	($	6,185	)	($	1,234	)	Interest expense
Foreign currency forward contracts		2,661			—		Sales
Foreign currency forward contracts		(2,371	)		(6,018	)	Cost of products sold
Foreign currency forward contracts		241			(723	)	Selling, general and administrative expenses
Foreign currency forward contracts		—			(3,448	)	Other expense


Total	($	5,654	)	($	11,423	)

Gain / (Loss) Recognized in Earnings Due to Ineffectiveness and Amounts Excluded from Effectiveness Testing:


	Quarter Ended June 30,						Consolidated Condensed Statement of Earnings
	2010			2009			Line Item
	(Dollars in thousands)

Foreign currency forward contracts	$	33		$	—		Sales
Foreign currency forward contracts		(437	)		(3,015	)	Cost of products sold
Foreign currency forward contracts		(222	)		3,637		Selling, general and administrative expenses
Foreign currency forward contracts		—			177		Other expense


Total	($	626	)	$	799


	Six Months Ended June 30,						Consolidated Condensed Statement of Earnings
	2010			2009			Line Item
	(Dollars in thousands)

Foreign currency forward contracts	($	52	)	$	—		Sales
Foreign currency forward contracts		(631	)		(3,015	)	Cost of products sold
Foreign currency forward contracts		(444	)		—		Selling, general and administrative expenses
Foreign currency forward contracts		—			(396	)	Other expense


Total	($	1,127	)	($	3,411	)

The pre-tax gains / (losses) from derivatives not designated as hedging instruments included in the Consolidated Condensed Statements of Earnings were as follows:


	Quarter Ended June 30,						Consolidated Condensed Statement of Earnings
	2010			2009			Line Item
	(Dollars in thousands)

Foreign currency forward contracts	($	490	)	$	—		Cost of products sold
Foreign currency forward contracts		(2,665	)		1,221		Selling, general and administrative expenses


Total	($	3,155	)	$	1,221


	Six Months Ended June 30,						Consolidated Condensed Statement of Earnings
	2010			2009			Line Item
	(Dollars in thousands)

Foreign currency forward contracts	($	1,429	)	$	—		Cost of products sold
Foreign currency forward contracts		3,232			(1,154	)	Selling, general and administrative expenses


Total	$	1,803		($	1,154	)

Derivative instruments are subject to significant concentrations of credit risk to the banking industry. The Company manages counterparty credit risk by only entering into derivative contracts with large commercial financial institutions. The maximum amount of loss, not considering netting arrangements, if any, which the Company would incur if counterparties to derivative instruments fail to meet their obligations was $6.2 million at June 30, 2010 compared to $3.9 million at December 31, 2009. At June 30, 2010, the Company had no knowledge of any of counterparty default.

The Company also has cross-currency foreign currency-denominated debt obligations that are designated as hedges of the foreign currency exposure associated with its net investments in non-United States operations. The currency effects of the debt obligations are reflected in other comprehensive income (loss) where they offset translation gains and losses recorded on the Company’s net investments in Germany. The Company recognized gains of $9.1 million and

$15.8 million in other comprehensive income (loss) related to net investment hedges in the quarter and six months ended June 30, 2010, respectively, and losses of $6.1 million and $2.0 million in the quarter and six months ended June 30, 2009, respectively.

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

5. Comprehensive Income (Loss)

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


	June 30, 2010			December 31, 2009
	(Dollars in thousands)

Currency translation adjustments	($	72,649	)	$	31,189
Pension and postretirement benefit unrecognized costs		(29,371	)		(26,752	)
Derivative fair value adjustments		(32,354	)		(6,640	)


Accumulated other comprehensive loss	($	134,374	)	($	2,203	)

6. Inventories

Inventories consisted of the following:


	June 30, 2010		December 31, 2009
	(Dollars in thousands)

Raw materials and parts	$	112,618	$	75,111
Work in process		396,939		202,221
Finished products (primarily replacement parts)		597,030		349,957


	$	1,106,587	$	627,289

7. Goodwill and Intangible Assets

Intangible assets consisted of the following:


	June 30, 2010					December 31, 2009
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
	(Dollars in thousands)
Amortized intangible assets:
Technology	$	412,308	($	33,884	)	$	121,085	($	26,846	)
Customer relationships		251,361		(19,748	)		118,791		(15,584	)
Trademarks and brand names		46,681		(14,573	)		12,000		(12,000	)
Engineering drawings		25,500		(16,281	)		25,500		(15,644	)
Backlog		10,739		(10,543	)		8,000		(8,000	)
Other		10,384		(5,399	)		5,855		(4,813	)


	$	756,973	($	100,428	)	$	291,231	($	82,887	)


Unamortized intangible assets – Trademarks/Trade names	$	16,799				$	12,436

Changes in the carrying amount of goodwill were as follows:


	Surface Mining			Underground Mining
	(Dollars in thousands)

Balance at January 1, 2010	$	47,306		$	304,027
Goodwill acquired during the year		418,641			—
Currency translation		(21,886	)		(28,099	)


Balance at June 30, 2010	$	444,061		$	275,928

The estimated future amortization expense of intangible assets as of June 30, 2010 was as follows (dollars in thousands):


2010 (remaining six months)	$	22,591
2011		43,444
2012		43,444
2013		43,435
2014		43,108
2015		42,923
Future		417,600


	$	656,545

8. Long-Term Debt and Financing Arrangements

Long-term debt consisted of the following:


	June 30, 2010			December 31, 2009
	(Dollars in thousands)

Term loan facility	$	1,470,474		$	496,599
Other		10,320			10,633


		1,480,794			507,232
Less current maturities of long-term debt and short-term obligations		(17,138	)		(7,566	)

	$	1,463,656		$	499,666

On February 19, 2010, the Company amended its credit facilities to finance the acquisition of Terex Mining. As of February 19, 2010, the amended credit facilities included a secured revolving credit facility of $525.0 million ($35.0 million has a maturity date of May 4, 2012 and $490.0 million has a maturity date of May 4, 2014) and an unsecured German revolving credit facility of €65.0 million which matures on May 4, 2014. As of February 19, 2010, the amended credit facilities also included secured term loan facilities totaling $1,473.8 million consisting of (i) $1,280.0 million ($390.0 million matures on May 4, 2014 and $890.0 million matures on February 19, 2016); (ii) A$124.0 million ($104.4 million) with a maturity date of February 19, 2016; and (iii) €73.1 million ($89.4 million) with a maturity date of May 4, 2014. The entire new secured revolving credit facility is eligible to be used for letters of credit.

Borrowings under the secured revolving credit facility that mature on May 4, 2012 and May 4, 2014 bear interest, payable no less frequently than quarterly, at (i) LIBOR or EURIBOR, plus the applicable spread; or (ii) a base rate determined by reference to the United States prime lending rate, the federal funds rate, or one month LIBOR plus 1.00%, plus the applicable spread. The unsecured German revolving credit facility bears interest, payable no less frequently than quarterly, at EURIBOR, plus the applicable spread.

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

Borrowings under the term loan facility that mature on May 4, 2014 bear interest, payable no less frequently than quarterly, at (i) LIBOR, plus the applicable spread, for United States dollar denominated loans; and (ii) EURIBOR, plus the applicable spread, for euro denominated loans.

Borrowings under the term loan facility that mature on February 19, 2016 bear interest, payable no less frequently than quarterly, at (i) LIBOR (subject to a 1.50% floor), plus the applicable spread (based on the Company’s total leverage ratio), for United States dollar denominated base rate loans; and (ii) an offered rate of interest based on deposits of Australian dollars, plus (a) the difference between three-month LIBOR and 1.50% (if greater), and (b) between 2.75% and 3.00% (based on the Company’s total leverage ratio), for Australian dollar denominated base rate loans.

The credit facilities contain operating and financial covenants that, among other things, could limit the Company’s ability to obtain additional sources of capital. The Company’s financial covenants require that it maintain, on a trailing four-quarter basis as of the end of each fiscal quarter, a total leverage ratio of not more than 3.50 to 1.00 and a consolidated interest coverage ratio of at least 3.0 to 1.0. At June 30, 2010, the Company was in compliance with these covenants.

The credit facilities require the Company to prepay outstanding loans with 100% of the net proceeds of the incurrence of certain debt and certain asset sales and 50% (subject to reductions based on the Company’s total leverage ratio) of the Company’s annual excess cash flow, as defined in its credit facilities.

At June 30, 2010, the amount potentially available for borrowings under the secured revolving credit facility was $431.7 million, after taking into account $93.3 million of issued letters of credit. The amount potentially available for borrowings under the unsecured German credit facility at June 30, 2010 was $39.0 million (€31.9 million), after taking into account $40.5 million (€33.1 million) of issued letters of credit. At June 30, 2010, the Company had borrowings of $1,470.5 million ($1,276.8 million plus €72.9 million plus A$124.0 million) under its term loan facility. To manage a portion of its exposure to changes in LIBOR-based interest rates, the Company has entered into interest rate swap agreements that effectively fix the interest payments on $735.6 million ($650.0 million plus €70.0 million) of outstanding borrowings under its term loan facility at a weighted average interest rate of 2.6%, plus the applicable spread. The remaining $734.9 million of outstanding term loan borrowings at June 30, 2010 were at a weighted average interest rate of 4.9%, including the applicable spread.

9. Common Stockholders’ Investment

On February 19, 2010, the Company issued 5,809,731 shares of its common stock as partial consideration for the acquisition of Terex Mining.

At June 30, 2010, the Company’s issued and outstanding shares consisted only of common stock. Holders of common stock are entitled to one vote per share on all matters to be voted on by the Company’s common stockholders.

10. Stock-Based Compensation

The Company recognizes compensation expense for nonvested shares and stock appreciation rights (“SARs”) over the requisite service period for vesting of the award. Total stock-based compensation expense included in the Company’s Consolidated Condensed Statements of Earnings was $2.2 million and $4.1 million for the quarter and six months ended June 30, 2010, respectively, and $2.6 million and $5.0 million for the quarter and six months ended June 30, 2009, respectively.

The Company has granted nonvested shares to certain employees pursuant to the Bucyrus International, Inc. Omnibus Incentive Plan 2007 (the “Omnibus Plan”). These shares fully cliff vest in their entirety at the end of the fourth calendar year from the grant date (inclusive of the year of grant) provided the employee remains employed by the Company until such date or has a qualifying retirement prior to such date. Compensation expense related to nonvested shares was $0.7 million and $1.3 million for the quarter and six months ended June 30, 2010, respectively, and $1.0 million and $1.8 million for the quarter and six months ended June 30, 2009, respectively. Nonvested share activity during the six months ended June 30, 2010 was as follows:


	Number of Shares		Weighted-Average Grant Date Fair Value

Outstanding at January 1, 2010	370,200		$	20.97
Granted	76,700		$	59.82
Forfeited	(3,200	)	$	25.16
Vested	—			—


Outstanding at June 30, 2010	443,700		$	27.65

At June 30, 2010, there was $6.6 million of unrecognized compensation expense related to nonvested share grants. This cost is expected to be recognized over a weighted-average period of approximately 3 years. The grant date fair value was based on the fair market value of the Company’s common stock on the date of grant. At June 30, 2010, the Company expected approximately 403,000 shares to vest and these shares had an aggregate intrinsic value of $19.1 million and a weighted-average remaining contractual term of 2.3 years.

The Company has granted SARs to certain employees pursuant to the Omnibus Plan. The SARs vest incrementally and can be settled in shares only. Compensation expense related to SARs was $1.5 million and $2.8 million for the quarter and six months ended June 30, 2010, respectively, and $1.5 million and $2.9 million for the quarter and six months ended June 30, 2009, respectively. SAR activity during the six months ended June 30, 2010 was as follows:


	Number of Shares		Weighted-Average Grant Date Fair Value

Outstanding at January 1, 2010	2,249,866		$	10.87
Granted	288,550		$	35.36
Forfeited	(11,720	)	$	13.62
Exercised	(245,966	)	$	10.94


Outstanding at June 30, 2010	2,280,730		$	13.95


Vested and exercisable at June 30, 2010	711,124		$	11.63

The 711,124 vested and exercisable shares at June 30, 2010 had a weighted-average exercise price of $22.79 per share, an aggregate intrinsic value of $17.8 million and a weighted-average remaining contractual term of 6.4 years.

At June 30, 2010, approximately 2,080,000 of the outstanding SARs were vested or were expected to vest and these SARs had a weighted average exercise price of $25.62 per share, an intrinsic value of $49.1 million and a weighted-average remaining contractual life of 7.8 years.

At June 30, 2010, there was $14.5 million of unrecognized compensation expense related to SARs that were vested or were expected to vest. This cost is expected to be recognized over a weighted-average period of approximately 3 years. The grant date fair value of the SARs was calculated using the Black-Scholes pricing model. The assumptions used in this model for the 2010 grant were as follows:


Risk-free interest rate	3.17	%
Expected stock price volatility	60.0	%
Expected life	6.5 years
Dividend yield	0.17	%

The risk-free interest rate was based on the U.S. Government Treasury STRIPS rate on the date of grant and a maturity equal to the expected life of the SARs. The expected stock price volatility was based on the historical activity of the Company’s common stock. The expected life was calculated using the simplified method for “plain-vanilla” issuances. The expected dividend yield was based on the annual dividends which have been paid on the Company’s common stock.

11. Pension Benefits

Net pension periodic benefit cost consisted of the following:


	Quarter Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	(Dollars in thousands)

Service cost	$	1,484		$	1,298		$	2,872		$	2,597
Interest cost		2,870			3,155			5,801			6,236
Expected return on assets		(1,278	)		(1,675	)		(2,656	)		(3,350	)
Amortization of:
Prior service cost		114			125			228			250
Actuarial loss		683			524			1,366			1,053


Net periodic benefit cost	$	3,873		$	3,427		$	7,611		$	6,786

12. Net Earnings Per Share

The reconciliation of the numerators and the denominators of the basic and diluted net earnings per share of common stock calculations for the quarters and six months ended June 30, 2010 and 2009 was as follows:


	Quarter Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
	(Dollar in thousands, except per share amounts)

Net earnings	$	73,211	$	82,280	$	108,225	$	139,181

Weighted average shares outstanding		80,559,644		74,453,660		78,938,334		74,452,561


Basic net earnings per share	$	0.91	$	1.11	$	1.37	$	1.87

Weighted average shares outstanding		80,559,644		74,453,660		78,938,334		74,452,561
Effect of dilutive stock options, nonvested shares, stock appreciation rights and performance shares		1,577,038		1,558,415		1,470,194		1,034,528

Weighted average shares outstanding – diluted (1)		82,136,682		76,012,075		80,408,528		75,487,089


Diluted net earnings per share	$	0.89	$	1.08	$	1.35	$	1.84

(1)

Grants of SARs representing approximately an additional 289,000 and 147,000 shares were outstanding for the quarter and six months ended June 30, 2010, respectively, and approximately an additional 500,000 and 880,000 shares were outstanding for the quarter and six months ended June 30, 2009, respectively, but were not included in the computation of diluted net earnings per share because their effect would have been antidilutive.

13. Segment Information

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

The accounting policies of the Company’s segments are the same as those described in Note A to the Company’s 2009 consolidated financial statements. Operating earnings for each segment do not include interest expense, other expense and a provision for income taxes. Corporate expenses consist primarily of costs related to employees who provide services across both of the Company’s segments. Most costs incurred to acquire businesses, including all Terex Mining acquisition costs, are also classified as corporate expenses. There are no significant intersegment sales. Identifiable assets are those used in the operations of each segment.

Segment information for the quarters and six months ended June 30, 2010 and 2009 was as follows:


	Quarter Ended June 30, 2010
	Sales		Operating Earnings			Depreciation and Amortization		Capital Expenditures		Total Assets
	(Dollars in thousands)

Surface mining (1)	$	605,377	$	96,984		$	18,517	$	16,726	$	2,885,496
Underground mining		263,291		40,689			8,302		6,937		1,446,498


Total operations		868,668		137,673			26,819		23,663		4,331,994
Corporate		—		(9,181	)		—		—		—


Consolidated total	$	868,668		128,492			26,819	$	23,663	$	4,331,994


Interest income				(1,068	)		—
Interest expense				18,900			—
Other expense				2,506			2,505


Earnings before income taxes			$	108,154		$	29,324

(1)	Operating earnings include inventory fair value adjustments charged to cost of products sold of $15.8 million. This amount is not included in the depreciation and amortization column.


	Quarter Ended June 30, 2009
	Sales		Operating Earnings			Depreciation and Amortization		Capital Expenditures		Total Assets
	(Dollars in thousands)

Surface mining	$	356,042	$	81,205		$	5,591	$	9,682	$	1,109,720
Underground mining		368,394		55,169			8,608		3,454		1,548,050


Total operations		724,436		136,374			14,199		13,136		2,657,770
Corporate		—		(7,768	)		—		—		—


Consolidated total	$	724,436		128,606			14,199	$	13,136	$	2,657,770


Interest income				(844	)		—
Interest expense				6,662			—
Other expense				618			795


Earnings before income taxes			$	122,170		$	14,994


	Six Months Ended June 30, 2010
	Sales		Operating Earnings			Depreciation and Amortization		Capital Expenditures		Total Assets
	(Dollars in thousands)

Surface mining (1)	$	1,002,948	$	163,572		$	31,910	$	20,901	$	2,885,496
Underground mining		473,245		61,957			16,860		9,486		1,446,498


Total operations		1,476,193		225,529			48,770		30,387		4,331,994
Corporate		—		(31,122	)		—		—		—


Consolidated total	$	1,476,193		194,407			48,770	$	30,387	$	4,331,994


Interest income				(2,417	)		—
Interest expense				29,959			—
Other expense				4,341			4,341


Earnings before income taxes			$	162,524		$	53,111

(1)	Operating earnings include inventory fair value adjustments charged to cost of products sold of $22.8 million. This amount is not included in the depreciation and amortization column.


	Six Months Ended June 30, 2009
	Sales		Operating Earnings			Depreciation and Amortization		Capital Expenditures		Total Assets
	(Dollars in thousands)

Surface mining	$	667,045	$	146,237		$	11,260	$	18,273	$	1,109,720
Underground mining		663,135		92,516			17,538		6,064		1,548,050


Total operations		1,330,180		238,753			28,798		24,337		2,657,770
Corporate		—		(15,555	)		—		—		—


Consolidated total	$	1,330,180		223,198			28,798	$	24,337	$	2,657,770


Interest income				(2,430	)		—
Interest expense				13,526			—
Other expense				5,643			1,816


Earnings before income taxes			$	206,459		$	30,614

14. Contingencies

Environmental, product warranty and liability and legal matters as of June 30, 2010 were as follows:

Environmental

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

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

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

Product Warranty

The Company recognizes the cost associated with its warranty policies on its products as revenue is recognized. The amount recognized is based on historical experience. The changes in accrued warranty costs for the six months ended June 30, 2010 and 2009 were as follows:


	2010			2009
	(Dollars in thousands)

Balance at January 1	$	49,442		$	53,586
Acquired balance (1)		39,099			—
Provisions		18,708			13,313
Settlements		(19,211	)		(11,390	)
Changes in liability for pre-existing warranties, net		(2,177	)		(2,257	)
Foreign currency translation		(6,345	)		955


Balance at June 30	$	79,516		$	54,207

(1)	The acquired balance is subject to adjustment pending the completion of the final valuation of the Terex Mining assets acquired and liabilities assumed.

Product Liability

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

Asbestos Liability

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

Other Litigation

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

15. Fair Value Measurements

Accounting guidance regarding fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This guidance classifies the inputs used to measure the fair value into the following hierarchy:


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

Level 2		Unadjusted quoted prices in active markets for similar assets or liabilities, or Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or Inputs other than quoted prices that are observable for the assets or liabilities

Level 3		Unobservable inputs for the assets or liabilities

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

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


	June 30, 2010				December 31, 2009
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(Dollars in thousands)
Assets:
Foreign currency exchange contracts (1)	$	6,186	$	6,186	$	3,635	$	3,635
Interest rate swaps (2)		—		—		301		301


Total assets at fair value	$	6,186	$	6,186	$	3,936	$	3,936


Liabilities:
Foreign currency exchange contracts (1)	$	23,355	$	23,355	$	6,434	$	6,434
Interest rate swaps (2)		25,747		25,747		7,447		7,447
Term loan (3)		1,470,474		1,459,535		496,599		469,657


Total liabilities at fair value	$	1,519,576	$	1,508,637	$	510,480	$	483,538

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

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

(3)	Fair value based on quoted market prices for the same or similar issues.

16. Recent Accounting Pronouncements

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

Item 2. Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Forward-Looking Statements

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

•

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

•

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

•

liabilities relating to Terex Mining which are unknown to us;

•

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

•

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

•

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

•

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

•

changes in global financial markets and global economic conditions;

•

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

•

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

•

the highly competitive nature of the mining industry;

•

our reliance on significant customers;

•

the loss of key customers or key members of management;

•

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

•

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

•

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

•

the ability of our customers to obtain loan guarantees or other financing from the Export-Import Bank of the United States or other sources;

•

our ability to attract and retain skilled labor;

•

our reliance on local partners in foreign countries;

•

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

•

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

•

our ability to protect intellectual property;

•

our ability to successfully implement a new Enterprise Resource Planning system in our surface segment;

•

our ability to satisfy underfunded pension and postretirement obligations;

•

our production capacity;

•

product liability, environmental and other potential litigation;

•

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

•

the affect of a potential material net asset value adjustment to the purchase price of Terex Mining on both the historical financial statements and acquisition accounting of Terex Mining.

The foregoing factors do not constitute an exhaustive list of factors that could cause actual results to differ materially from those anticipated in forward-looking statements, and should be read in conjunction with the other cautionary statements and risk factors included in our 2009 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2010 and this Quarterly Report on Form 10-Q. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Preamble

All references to “us,” “we” and “our” in the following discussion and analysis means, unless the context indicates otherwise, Bucyrus International, Inc. together with its consolidated subsidiaries.

Business

Terex Mining Acquisition

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

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

Terex Mining Acquisition Rationale

Our acquisition of Terex Mining has made us the supplier with the most expansive product offering in the mining equipment industry. We believe that this acquisition has (i) expanded our global geographic footprint since there is little geographic overlap between our historical operations and the operations of Terex Mining; (ii) diversified our product portfolio across a broader range of commodities; (iii) doubled our potential market to approximately $30 billion; and (iv) allowed us to utilize the services of an expanded team of approximately 10,000 employees and contract employees in nearly 100 locations around the world as of the date of the acquisition.

Company Overview

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

and we continue to view the Russian and Indonesian markets as having significant growth opportunities. The largest markets for our underground mining original equipment and aftermarket parts and service have recently been in the United States, Australia and China. We expect these markets to continue to be our largest underground mining equipment markets, and we expect growth potential in the Russian, eastern European and Indian markets in the next three to five years.

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

In our surface mining segment, customers have continued to express interest in our original equipment, primarily from customers in India, Eastern Europe and South America. The oil sands, copper, gold and iron ore markets continue to expand. Our customers are forecasting stable commodity prices and they are continuing to increase their capital budgets. As a result, we expect activity for our surface mining original equipment to continue to increase.

Conditions for our surface mining segment aftermarket parts and services remain strong as a result of our increased installed base. Our largest increase in activity in the second quarter of 2010 was in the Australian and South American markets compared to 2009 levels. We expect activity for our surface mining aftermarket parts and services in these markets to continue to increase. We also expect activity for aftermarket parts and services in the United States to remain consistent with current levels for the remainder of 2010.

In our underground mining segment, activity for longwall mining original equipment continued to be strong during the second quarter of 2010 and we expect activity in our longwall mining original equipment to continue to increase during the remainder of 2010, especially in the Australian, Russian and Chinese markets. Activity for room and pillar original equipment continues to increase compared to 2009 levels as a result of the strength of the metallurgical coal market.

Conditions for our underground mining segment remained strong in the second quarter of 2010 compared to the end of 2009. We expect our underground segment aftermarket parts and service activity in the United States, African and Australian markets to increase for the remainder of 2010.

Backlog

Our backlog level, which represents unfilled orders for our products and services, allows us to more accurately forecast our upcoming sales and plan our production accordingly. Our backlog also provides us with a relatively predictive level of expected sales and cash flows for the next 12 months. Due to the high cost of some of our original equipment, our backlog is subject to volatility, particularly over relatively short periods. A portion of our backlog is related to multi-year contracts that will generate revenue in future years. Our backlog at June 30, 2010 and December 31, 2009, as well as the portion of our backlog which is expected to be recognized within 12 months of these dates, was as follows:


	June 30, 2010		December 31, 2009		% Change
	(Dollars in thousands)
Surface Mining:
Total	$	1,352,773	$	1,062,977	27.3	%
Next 12 months	$	899,576	$	641,599	40.2	%
Underground Mining:
Total	$	1,090,014	$	816,543	33.5	%
Next 12 months	$	702,982	$	616,784	14.0	%
Total:
Total	$	2,442,787	$	1,879,520	30.0	%
Next 12 months	$	1,602,558	$	1,258,383	27.4	%

Included in surface mining total backlog and next 12 months backlog at June 30, 2010 was $337.3 million and $260.4 million, respectively, for Terex Mining. Excluding Terex Mining, surface mining total backlog decreased approximately $48 million from December 31, 2009, primarily due to a decrease in aftermarket parts and service backlog in the United States market. The increase in underground mining total backlog was primarily due to an increase in longwall mining equipment and room and pillar mining equipment backlog, as well as an increase in aftermarket parts and service backlog in the European, Russian, Indian, Australian and Chinese markets.

New Orders

New orders were as follows:


	Quarter Ended June 30,						Six Months Ended June 30,				% Change
	2010		2009		% Change		2010		2009		% Change
	(Dollars in thousands)

Surface Mining:
Original equipment	$	341,477	$	32,616	947.0	%	$	509,690	$	128,173	297.7	%
Aftermarket parts and service		307,765		171,574	79.4	%		478,962		318,165	50.5	%

		649,242		204,190	218.0	%		988,652		446,338	121.5	%

Underground Mining:
Original equipment		267,972		23,526	1,039.0	%		421,186		121,543	246.5	%
Aftermarket parts and service		178,516		139,898	27.6	%		325,530		244,715	33.0	%

		446,488		163,424	173.2	%		746,716		366,258	103.9	%

Total:
Original equipment		609,449		56,142	985.5	%		930,876		249,716	272.8	%
Aftermarket parts and service		486,281		311,472	56.1	%		804,492		562,880	42.9	%

	$	1,095,730	$	367,614	198.1	%	$	1,735,368	$	812,596	113.6	%

The increase in surface mining original equipment new orders for the quarter and six months ended June 30, 2010 compared to the same periods of 2009 was primarily due to the

inclusion of $162.1 million and $190.6 million, respectively, of Terex Mining new orders and increased electric mining shovel new orders. The increased electric mining shovel new orders were primarily in the South American markets. The majority of the Terex Mining new orders for the quarter and six months ended June 30, 2010 were for hydraulic excavators in the Australian and Chinese markets.

The increase in surface mining aftermarket parts and service new orders for the quarter and six months ended June 30, 2010 compared to the same periods of 2009 was due to the inclusion of $150.2 million and $212.0 million, respectively, of Terex Mining new orders. Excluding the impact of Terex Mining, surface mining aftermarket parts and service new orders decreased approximately 7% and 15% for the quarter and six months ended June 30, 2010, respectively, compared to the same periods of 2009. The largest decrease for the quarter ended June 30, 2010 compared to the same period of 2009 was in the African market, which was very strong in the second quarter of 2009. The largest decreases for the six months ended June 30, 2010 compared to the same period of 2009 were in the United States and Chinese markets. The decrease in the United States market was related to the cancellation of a multi-year maintenance and repair contract resulting in a reduction of new orders of approximately $29 million. The decrease in the Chinese market was due to customers increasing their inventory levels in 2009 and for original equipment overhauls in 2009.

Total surface mining new orders for the quarter and six months ended June 30, 2010 were negatively impacted by approximately $27 million and $25 million, respectively, due to the effect of the stronger U.S. dollar on orders and beginning of period backlog denominated in foreign currencies.

The increase in underground mining original equipment new orders for the quarter ended June 30, 2010 compared to the same period of 2009 was due to increased longwall mining equipment new orders in the Australian, Eastern and Western European and United States markets. The increase for the six months ended June 30, 2010 compared to the same period of 2009 was in all product lines, with the largest increase being for longwall mining equipment new orders in the Australian, Chinese, Eastern and Western European and United States markets.

The increase in underground mining aftermarket parts and service new orders for the quarter and six months ended June 30, 2010 compared to the same periods of 2009 was in substantially all markets. The largest increases for the quarter ended June 30, 2010 were in the Australian, Eastern and Western European, and United States markets. The largest increases for the six months ended June 30, 2010 were in the Australian, Chinese, Eastern and Western European, and United States markets. The increases in the Australian and Eastern and Western European markets were for longwall mining equipment aftermarket parts and services. The increase in the United States market was due to increased orders for room and pillar mining equipment aftermarket parts and services. The increase in the Chinese market was due to replacement parts ordered along with new longwall mining equipment.

Total underground mining new orders for the quarter and six months ended June 30, 2010 were negatively impacted by approximately $60 million and $76 million, respectively, due to the effect of the stronger U.S. dollar on orders and beginning of period backlog denominated in foreign currencies.

Results of Operations

Quarter and Six Months Ended June 30, 2010 Compared to Quarter and Six Months Ended June 30, 2009


	Quarter Ended June 30,
	2010				2009
	Amount		% of Sales		Amount		% of Sales
	(Dollars in thousands, except per share amounts)
Sales	$	868,668	—		$	724,436	—
Gross profit	$	246,512	28.4	%	$	205,262	28.3	%
Selling, general and administrative expenses	$	88,114	10.1	%	$	63,015	8.7	%
Operating earnings	$	128,492	14.8	%	$	128,606	17.8	%
Net earnings	$	73,211	8.4	%	$	82,280	11.4	%
Fully diluted net earnings per share	$	0.89	N/A		$	1.08	N/A

	Six Months Ended June 30,
	2010				2009
	Amount		% of Sales		Amount		% of Sales
	(Dollars in thousands, except per share amounts)
Sales	$	1,476,193	—		$	1,330,180	—
Gross profit	$	421,794	28.6	%	$	375,447	28.2	%
Selling, general and administrative expenses	$	175,248	11.9	%	$	124,068	9.3	%
Operating earnings	$	194,407	13.2	%	$	223,198	16.8	%
Net earnings	$	108,225	7.3	%	$	139,181	10.5	%
Fully diluted net earnings per share	$	1.35	N/A		$	1.84	N/A

Sales

Sales consisted of the following:


	Quarter Ended June 30,						Six Months Ended June 30,
	2010		2009		% Change		2010		2009		% Change
	(Dollars in thousands)
Surface Mining:
Original equipment	$	282,958	$	150,327	88.2	%	$	453,127	$	297,303	52.4	%
Aftermarket parts and service		322,419		205,715	56.7	%		549,821		369,742	48.7	%

		605,377		356,042	70.0	%		1,002,948		667,045	50.4	%

Underground Mining:
Original equipment		152,521		216,522	(29.6	%)		250,347		397,590	(37.0	%)
Aftermarket parts and service		110,770		151,872	(27.1	%)		222,898		265,545	(16.1	%)

		263,291		368,394	(28.5	%)		473,245		663,135	(28.6	%)

Total:
Original equipment		435,479		366,849	18.7	%		703,474		694,893	1.2	%
Aftermarket parts and service		433,189		357,587	21.1	%		772,719		635,287	21.6	%

	$	868,668	$	724,436	19.9	%	$	1,476,193	$	1,330,180	11.0	%

The increase in surface mining original equipment sales for the quarter and six months ended June 30, 2010 compared to the same periods of 2009 was primarily due to the inclusion of $133.5 million and $168.9 million of Terex Mining sales in 2010, respectively. Excluding the impact of Terex Mining, original equipment sales decreased by approximately 1% and 4% for the quarter and six months ended June 30, 2010, respectively, compared to the same periods of 2009. This decrease was primarily due to the timing of revenue recognized during the manufacture and assembly of a walking dragline in the Canadian market.

The increase in surface mining aftermarket parts and service sales for the quarter and six months ended June 30, 2010 compared to the same periods of 2009 was due to the inclusion of $143.6 million and $200.4 million of Terex Mining sales in 2010, respectively. Excluding the impact of Terex Mining, aftermarket parts and service sales decreased by approximately 13% and 5% for the quarter and six months ended June 30, 2010, respectively, compared to the same periods of 2009, primarily due to lower sales in the United States market as a result of reduced thermal coal production levels and lower sales on walking dragline relocations. The decrease was partially offset by increases in the Brazilian and Peruvian markets.

The decrease in underground mining original equipment sales for the quarter and six months ended June 30, 2010 compared to the same periods of 2009 was in all product lines. The decrease was primarily in the longwall mining equipment product line due to higher longwall system sales in the Czech Republic in 2009. The decrease was also due to the timing of customers’ production scheduling and requirements in the United States market.

The decrease in underground mining aftermarket parts and service sales for the quarter and six months ended June 30, 2010 compared to the same periods of 2009 was primarily in the United States and Eastern and Western European markets. The decrease in the United States market was due to larger longwall mining equipment aftermarket orders in 2009. The decrease in the Eastern and Western European markets reflects reduced aftermarket orders for longwall mining equipment.

Gross Profit

Gross profit and gross margin were as follows:


	Quarter Ended June 30,								Six Months Ended June 30,
	2010			2009			% Change		2010			2009			% Change
	(Dollars in thousands)
Gross profit	$	246,512		$	205,262		20.1	%	$	421,794		$	375,447		12.3	%
Gross margin		28.4	%		28.3	%	N/A			28.6	%		28.2	%	N/A

Gross profit and gross margin were affected by preliminary acquisition accounting adjustments related to the acquisition of Terex Mining as follows:


	Quarter Ended June 30, 2010			Six Months Ended June 30, 2010
	(Dollars in thousands)
Gross profit reduction	$	15,232		$	22,064
Gross margin reduction		1.8	%		1.5	%

Gross margin was 30.2% and 30.1% for the quarter and six months ended June 30, 2010, respectively, after adjusting for amortization of Terex Mining acquisition accounting adjustments compared to 28.3% and 28.2% for the quarter and six months ended June 30, 2009. Gross margin in 2010 has been negatively impacted by lower gross margins on the Terex Mining business compared with historical margins. This was offset by lower manufacturing absorption losses at our underground mining manufacturing locations and improved original equipment gross margins, in part due to productivity efficiencies and the return of subcontract work to certain of our manufacturing facilities.

At June 30, 2010, there was approximately $17 million of remaining inventory acquisition accounting adjustments, of which approximately $16 million is expected to be expensed in the third quarter of 2010 and the remaining $1 million is expected to be expensed in the fourth quarter of 2010.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were as follows:


	Quarter Ended June 30,								Six Months Ended June 30,
	2010			2009			% Change		2010			2009			% Change
	(Dollars in thousands)
Selling, general and administrative expenses	$	88,114		$	63,015		39.8	%	$	175,248		$	124,068		41.3	%
Percent of sales		10.1	%		8.7	%	N/A			11.9	%		9.3	%	N/A

The increase in selling, general and administrative expense for the quarter and six months ended June 30, 2010 compared to the same periods of 2009 was primarily due to the acquisition of Terex Mining. Also, selling, general and administrative expenses for the quarter and six months ended June 30, 2010 included $1.7 million and $15.7 million of acquisition costs compared to $0.7 million and $1.7 million of acquisition costs for the quarter and six months ended June 30, 2009. The acquisition costs for 2010 primarily related to the acquisition of Terex Mining. Selling, general and administrative expenses for the six months ended June 30, 2010 included a $1.8 million loss on the disposal of fixed assets.

Research and Development Expenses

Research and development expenses were as follows:


	Quarter Ended June 30,								Six Months Ended June 30,
	2010			2009			% Change		2010			2009			% Change
	(Dollars in thousands)
Research and development expenses	$	16,031		$	9,200		74.3	%	$	29,274		$	18,576		57.6	%
Percent of sales		1.8	%		1.3	%	N/A			2.0	%		1.4	%	N/A

The increase in research and development expenses for the quarter and six months ended June 30, 2010 was primarily due to the acquisition of Terex Mining, as well as further development of our longwall mining equipment and our draglines.

Amortization of Intangible Assets

Amortization of intangible assets acquired in the Terex Mining acquisition was $9.5 million and $14.0 million for the quarter and six months ended June 30, 2010 and is expected to be approximately $23 million in the third quarter of 2010, approximately $7 million in the fourth quarter of 2010 and approximately $7 million per quarter thereafter through December 2019.

Operating Earnings

Operating earnings were as follows:


	Quarter Ended June 30,								Six Months Ended June 30,
	2010			2009			% Change		2010			2009			% Change
	(Dollars in thousands)
Surface mining	$	96,984		$	81,205		19.4	%	$	163,572		$	146,237		11.9	%
Underground mining		40,689			55,169		(26.2	%)		61,957			92,516		(33.0	%)

Total operations		137,673			136,374		1.0	%		225,529			238,753		(5.5	%)
Corporate		(9,181	)		(7,768	)	(18.2	%)		(31,122	)		(15,555	)	(100.1	%)

Consolidated total	$	128,492		$	128,606		(0.1	%)	$	194,407		$	223,198		(12.9	%)

Operating earnings for the quarter and six months ended June 30, 2010 for the surface mining segment included Terex Mining earnings of $42.4 million and $50.7 million, respectively, before amortization of preliminary acquisition accounting adjustments. As a result of the acquisition of Terex Mining, operating earnings for the quarter and six months ended June 30, 2010 were reduced by $24.6 million and $35.9 million of amortization of preliminary acquisition accounting adjustments, respectively, and $1.7 million and $15.7 million of acquisition costs, respectively. Operating earnings for the six months ended June 30, 2010 were also negatively impacted by lower underground mining sales and a $1.8 million loss on the disposal of assets.

Interest Expense

Interest expense was $18.9 million for the second quarter of 2010 compared to $6.7 million for the second quarter of 2009 and was $30.0 million for the six months ended June 30, 2010 compared to $13.5 million for the six months ended June 30, 2009. The increase in interest expense in 2010 was primarily due to the new $1.0 billion secured term loan which was used to acquire Terex Mining. The additional debt will continue to result in higher interest expense in future periods.

Income Tax Expense

The effective tax rate for the second quarter of 2010 was 32.3% compared to 32.7% for the second quarter of 2009 and was 33.4% for the six months ended June 30, 2010 compared to 32.6% for the six months ended June 30, 2009. The higher rate for the first six months of 2010 was primarily due to non-deductible acquisition costs related to the Terex Mining acquisition. The effective tax rate for all of 2010 is expected to approximate 32.5%.

Net Earnings

Net earnings were as follows:


	Quarter Ended June 30,						Six Months Ended June 30,
	2010		2009		% Change		2010		2009		% Change
	(Dollars in thousands, except per share amounts)
Net earnings	$	73,211	$	82,280	(11.0	%)	$	108,225	$	139,181	(22.2	%)
Fully diluted net earnings per share	$	0.89	$	1.08	(17.6	%)	$	1.35	$	1.84	(26.6	%)

Net earnings were reduced (increased) by amortizations of preliminary acquisition accounting adjustments related to the acquisition of Terex Mining in 2010 as follows:


	Quarter Ended June 30, 2010			Six Months Ended June 30, 2010
	(Dollars in thousands)
Inventory fair value adjustment charged to cost of product sold	$	15,794		$	22,813
Amortization of intangible assets		9,534			13,996
Depreciation of fixed assets		(702	)		(936	)

Operating earnings		24,626			35,873
Income tax benefit		(7,935	)		(11,553	)

Total	$	16,691		$	24,320

Terex Mining

Additional Terex Mining information was as follows:


	Quarter Ended June 30, 2010
	Sales		Operating Earnings			Depreciation and Amortization		Capital Expenditures		Total Assets
	(Dollars in thousands)
Operations (1)	$	277,123	$	17,727		$	11,368	$	926	$	1,656,329
Interest income				(74	)		—
Interest expense				14			—

Earnings before income taxes			$	17,787		$	11,368

(1)	Operating earnings include inventory fair value adjustments charged to cost of products sold of $15.8 million. This amount is not included in the depreciation and amortization column.


	Six Months Ended June 30, 2010
	Sales		Operating Earnings			Depreciation and Amortization		Capital Expenditures		Total Assets
	(Dollars in thousands)
Operations (1)	$	369,320	$	14,862		$	17,125	$	1,159	$	1,656,329
Interest income				(130	)		—
Interest expense				17			—

Earnings before income taxes			$	14,975		$	17,125

(1)	Operating earnings include inventory fair value adjustments charged to cost of products sold of $22.8 million. This amount is not included in the depreciation and amortization column.

Foreign Currency Fluctuations

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


	Quarter Ended June 30,					Six Months Ended June 30,
	2010		2009			2010		2009
	(Dollars in thousands)
Increase (decrease) in sales	$	14,493	($	45,659	)	$	49,129	($	83,005	)
Increase (decrease) in gross profit	$	2,264	($	10,827	)	$	11,028	($	21,703	)
Increase (decrease) in operating earnings	$	1,490	($	8,289	)	$	6,247	($	14,033	)

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA were as follows:


	Quarter Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	(Dollars in thousands)
EBITDA	$	155,310		$	142,982		$	243,177		$	248,169
Percent (decrease) increase from prior year		8.6	%		25.4	%		(2.0	%)		26.0	%
EBITDA as a percent of sales		17.9	%		19.7	%		16.5	%		18.7	%

Adjusted EBITDA	$	174,925		$	145,961		$	287,692		$	253,535
Percent increase from prior year		19.8	%		22.2	%		13.5	%		18.7	%
Adjusted EBITDA as a percent of sales		20.1	%		20.1	%		19.5	%		19.1	%

EBITDA is defined as net earnings before interest income, interest expense, income tax expense, depreciation and amortization. EBITDA includes the impact of non-cash stock compensation expense, loss on disposals of fixed assets and the inventory fair value acquisition accounting adjustment charged to cost of products sold as set forth below. EBITDA is a measurement not recognized in accordance with accounting principles generally accepted in the

United States of America (“GAAP”) and should not be viewed as an alternative to GAAP measures of performance. EBITDA is presented because (i) we use EBITDA to measure our liquidity and financial performance, and (ii) we believe EBITDA is frequently used by securities analysts, investors and other interested parties in evaluating the performance and enterprise value of companies in general, and in evaluating the liquidity of companies with significant debt service obligations and their ability to service their indebtedness.

The following table reconciles Net Earnings as reported in our Consolidated Condensed Statements of Earnings to EBITDA and reconciles EBITDA to Net Cash Provided By (Used In) Operating Activities as reported in our Consolidated Condensed Statements of Cash Flows:


	Quarter Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	(Dollars in thousands)
Net earnings	$	73,211		$	82,280		$	108,225		$	139,181
Interest income		(1,068	)		(844	)		(2,417	)		(2,430	)
Interest expense		18,900			6,662			29,959			13,526
Income tax expense		34,943			39,890			54,299			67,278
Depreciation		12,945			9,758			25,905			19,193
Amortization (1)		16,379			5,236			27,206			11,421

EBITDA		155,310			142,982			243,177			248,169
Changes in assets and liabilities		(29,576	)		(137,807	)		98,298			(168,944	)
Non-cash stock compensation expense		2,181			2,606			4,129			4,990
(Gain) loss on disposal of fixed assets (2)		(31	)		373			1,834			376
Interest income		1,068			844			2,417			2,430
Interest expense		(18,900	)		(6,662	)		(29,959	)		(13,526	)
Income tax expense		(34,943	)		(39,890	)		(54,299	)		(67,278	)

Net cash provided by (used in) operating activities	$	75,109		($	37,554	)	$	265,597		$	6,217

Net cash used in investing activities	($	27,210	)	($	14,249	)	($	1,037,586	)	($	34,263	)

Net cash (used in) provided by financing activities	($	5,258	)	$	79,830		$	956,024		$	21,576

(1)	Includes amortization of intangible assets and debt issuance costs. The $15.8 million and $22.8 million of inventory fair value adjustments charged to cost of products sold for the quarter and six months ended June 30, 2010, respectively, is not included.

(2)	Reflects losses on the disposal of fixed assets in the ordinary course.

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


	Quarter Ended June 30,					Six Months Ended June 30,
	2010			2009		2010		2009
	(Dollars in thousands)
EBITDA	$	155,310		$	142,982	$	243,177	$	248,169
Non-cash stock compensation expense		2,181			2,606		4,129		4,990
(Gain) loss on disposal of fixed assets		(31	)		373		1,834		376
Terex Mining acquisition costs (1)		1,671			—		15,739		—
Inventory fair value adjustment charged to cost of products sold (2)		15,794			—		22,813		—

Adjusted EBITDA	$	174,925		$	145,961	$	287,692	$	253,535

(1)	Reflects costs incurred to acquire Terex Mining.

(2)	In connection with the acquisition of Terex Mining, inventories acquired were adjusted to estimated fair value. This adjustment is being charged to cost of products sold as the inventory is sold.

Liquidity and Capital Resources

On February 19, 2010, we amended our credit facilities to finance the acquisition of Terex Mining. As of February 19, 2010, the new credit facilities included a secured revolving credit facility of $525.0 million and an unsecured German revolving credit facility of €65.0 million. As of February 19, 2010, the amended credit facilities also included a secured term loan facilities totaling $1,473.8 million consisting of (i) $1,280.0 million; (ii) A$124.0 million ($104.4 million); and (iii) €73.1 million ($89.4 million). The credit facilities contain operating and financial covenants that, among other things, could limit our ability to obtain additional sources of capital. At June 30, 2010, we were in compliance with these covenants. Refer to Note 8 of the Notes to Consolidated Condensed Financial Statements for a more detailed discussion of our current credit facilities.

Cash Requirements

Our cash balance increased to $279.5 million at June 30, 2010 from $241.9 million at March 31, 2010 and from $101.1 million at December 31, 2009. The increase from March 31, 2010 was primarily due to cash generated from operations. The increase for the six months ended June 30, 2010 was primarily due to strong collections of accounts receivable from original equipment orders billed during 2009 during the first quarter of 2010.

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

Inventory increased to $1,106.6 million at June 30, 2010 from $627.3 million at December 31, 2009. The increase was primarily due to acquired Terex Mining inventory. Excluding Terex Mining, inventory turns were 2.5 at June 30, 2010 compared to 2.8 at December 31, 2009. The decrease was primarily due to lower cost of products sold as a result of lower sales. Including Terex Mining, inventory turns were 2.2 at June 30, 2010.

Ordinary course capital expenditures for the six months ended June 30, 2010 were $30.4 million compared to $24.3 million for the six months ended June 30, 2009. We expect our ordinary course capital expenditures in 2010 to be between $70 million and $80 million. We are closely monitoring our capital spending in relation to current economic conditions and business levels. We believe cash flows from operating activities and funds available under our revolving credit facilities will be sufficient to fund our expected ordinary course capital expenditures during 2010.

At June 30, 2010, there were approximately $192.2 million of standby letters of credit outstanding under all of our bank facilities.

In addition to the obligations noted above, we currently anticipate estimated cash funding requirements for interest and dividends of approximately $43 million and $3 million, respectively, and income taxes of between $70 million and $80 million during the remainder of 2010.

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

Receivables

We recognize revenues on most original equipment orders using the percentage-of-completion method. Accordingly, accounts receivable are generated when revenue is recognized, which can be before the funds are collected or in some cases, before the customer is billed. At June 30, 2010, we had $771.3 million of accounts receivable compared to $741.8 million of accounts receivable at December 31, 2009. Receivables at June 30, 2010 and December 31, 2009 included $324.6 million and $384.5 million, respectively, of revenues from long-term contracts which were not billable at these dates. Billed receivables at June 30, 2010 increased from March 31, 2010 primarily due to the invoicing of hydraulic excavators and electric mining shovels. Billed receivables at June 30, 2010 increased from December 31, 2009 primarily due to the inclusion of Terex Mining billed receivables of $168.0 million, offset by large collections of billed receivables on electric mining shovel and longwall mining original equipment orders.

Liabilities to Customers on Uncompleted Contracts and Warranties

Customers generally make down payments at the time of the order for a new machine as well as progress payments throughout the manufacturing process. These payments are recorded as liabilities to customers on uncompleted contracts and warranties in the Consolidated Condensed Balance Sheets.

Critical Accounting Policies and Estimates

See Critical Accounting Policies and Estimates in the Management’s Discussion and Analysis section of our 2009 Annual Report to Stockholders. There have been no material changes to these policies.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Our market risk is impacted by changes in interest rates and foreign currency exchange rates.

Interest Rates

Our interest rate exposure relates primarily to floating rate debt obligations in the United States. We manage borrowings under our credit agreement through the selection of LIBOR based borrowings, EURIBOR based borrowings, or prime-rate based borrowings. To manage a portion of our exposure to changes in LIBOR-based interest rates on its variable rate debt, we have entered into interest rate swap agreements that effectively fix the interest payments on $735.6 million ($650.0 million plus €70.0 million) of our outstanding borrowings under our term loan facility. A sensitivity analysis was performed for our floating rate debt obligations as of June 30, 2010. Based on this analysis, we have determined that a 10% change in the weighted average interest rate as of June 30, 2010 would have the effect of changing our interest expense on an annual basis by approximately $4 million.

Foreign Currency

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

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

Based on our derivative instruments outstanding at June 30, 2010, a 10% change in foreign currency exchange rates would not have a material effect on our financial position, results of operations or cash flows.

Item 4.

Controls and Procedures

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer and Secretary, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2010. Based upon their evaluation of these disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer and Secretary concluded that the disclosure controls and procedures were effective as of June 30, 2010 to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission rules and forms, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

As a result of the acquisition of Terex Mining, there were changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) related to the integration of Terex Mining that occurred during the quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As part of our ongoing integration activities, we are continuing to incorporate our controls and procedures into this recently acquired business and to augment our existing controls to reflect the risks inherent in an acquisition of this magnitude and complexity. Except as described above, there were no other changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

Not applicable.

Item 1A.

Risk Factors.

There are no material changes to the disclosures regarding risk factors made in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009, except for the risk factor presented below.

Our customers’ inability to obtain loan guarantees or other credit enhancements or financing from the Export-Import Bank of the United States or other sources to support their purchase of our equipment could adversely impact our results of operations.

Many of our targeted customers operate in developing countries and markets. Some of our customers in these countries and markets may rely on loan guarantees, credit enhancements or other sources of financing to support their purchase orders for our equipment, including through the Export-Import Bank of the United States. If these customers are unable to receive such loan guarantees, credit enhancements or financing from the Export-Import Bank or other sources, or if they experience significant delays in the receipt of or are subjected to significant or burdensome terms and conditions in obtaining such loan guarantees, credit enhancements or financing, then they may place their equipment orders with other manufacturers, including foreign manufacturers. As a consequence, our results of operations could be materially adversely affected.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3.

Defaults Upon Senior Securities.

Not applicable.

Item 4.

(Removed and Reserved)

Not applicable.

Item 5.

Other Information.

Not applicable.

Item 6.

Exhibits.

See Exhibit Index on last page of this report.

SIGNATURES

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.


		BUCYRUS INTERNATIONAL, INC. (Registrant)

Date: August 6, 2010		/s/ Mark J. Knapp
		Mark J. Knapp
		Corporate Controller
		Principal Accounting Officer

Date: August 6, 2010		/s/ Craig R. Mackus
		Craig R. Mackus
		Chief Financial Officer and Secretary
		Principal Financial Officer

Date: August 6, 2010		/s/ Timothy W. Sullivan
		Timothy W. Sullivan
		President and Chief Executive Officer

EXHIBIT INDEX


Exhibit Number		Description

31.1		Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rules 13a-14(a)/15d-14(a).

31.2		Certification of Chief Financial Officer and Secretary pursuant to Section 302 of the Sarbanes-Oxley Act and Rules 13a-14(a)/15d-14(a).

32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

Furnished as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Condensed Statements of Earnings for the quarter and six months ended June 30, 2010 and 2009, (ii) the Consolidated Condensed Statements of Comprehensive Income for the quarter and six months ended June 30, 2010 and 2009, (iii) the Consolidated Condensed Balance Sheets as of June 30, 2010 and December 31, 2009, (iv) the Consolidated Condensed Statements of Cash Flows for the six months ended June 30, 2010 and 2009, and (v) Notes to Consolidated Condensed Financial Statements.

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