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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 March 31, 2009

OR



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

For the transition period from              to

Commission file number 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   ̈    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.





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

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

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                             |  |                        
|---------------------------- |  | -----------------------
|Class                        |  | Outstanding May 6, 2009
|Common Stock, $.01 par value |  | 75,137,899             









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Bucyrus International, Inc.

INDEX



|               |  |                        |  |                                                                                                    |  |         
|-------------- |  | ---------------------- |  | -------------------------------------------------------------------------------------------------- |  | --------
|               |  |                        |  |                                                                                                    |  | Page No.
|PART I.        |  | FINANCIAL INFORMATION: |  |                                                                                                   
|               |  |                        | 
|               |  | Item 1 -               |  | Financial Statements (Unaudited)                                                                   |  |         
|               |  |                        | 
|               |  |                        |  | Consolidated Condensed Statements of Earnings  Quarters ended March 31, 2009 and 2008             |  | 3       
|               |  |                        | 
|               |  |                        |  | Consolidated Condensed Statements of Comprehensive Income  Quarters ended March 31, 2009 and
2008 |  | 4       
|               |  |                        | 
|               |  |                        |  | Consolidated Condensed Balance Sheets  March 31, 2009 and December 31, 2008                       |  | 5       
|               |  |                        | 
|               |  |                        |  | Consolidated Condensed Statements of Cash Flows  Quarters ended March 31, 2009 and 2008           |  | 7       
|               |  |                        | 
|               |  |                        |  | Notes to Consolidated Condensed Financial Statements                                               |  | 8       
|               |  |                        | 
|               |  | Item 2 -               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations              |  | 22      
|               |  |                        | 
|               |  | Item 3 -               |  | Quantitative and Qualitative Disclosures About Market Risk                                         |  | 34      
|               |  |                        | 
|               |  | Item 4 -               |  | Controls and Procedures                                                                            |  | 35      
|               |  |                       
|PART II.       |  | OTHER INFORMATION:     |  |                                                                                                   
|               |  |                        | 
|               |  | Item 1 -               |  | Legal Proceedings                                                                                  |  | 36      
|               |  |                        | 
|               |  | Item 1A -              |  | Risk Factors                                                                                       |  | 36      
|               |  |                        | 
|               |  | Item 2 -               |  | Unregistered Sales of Equity Securities and Use of Proceeds                                        |  | 36      
|               |  |                        | 
|               |  | Item 3 -               |  | Defaults Upon Senior Securities                                                                    |  | 36      
|               |  |                        | 
|               |  | Item 4 -               |  | Submission of Matters to a Vote of Security Holders                                                |  | 36      
|               |  |                        | 
|               |  | Item 5 -               |  | Other Information                                                                                  |  | 36      
|               |  |                        | 
|               |  | Item 6                |  | Exhibits                                                                                           |  | 36      
|               | 
|Signature Page |  | 37                    



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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Bucyrus International, Inc.

Consolidated Condensed Statements of Earnings
(Unaudited)



|                                             |  |                                                  |            |   |      |   |            |  
|-------------------------------------------- |  | ------------------------------------------------ | ---------- | - | ---- | - | ---------- | -
|                                             |  | Quarters Ended March 31,                         |           
|                                             |  | 2009                                             |            |   | 2008 |  
|                                             |  | (Dollars in thousands, except per share amounts) |           
|Sales                                        |  | $                                                | 605,744    |   |      | $ | 516,981    |  
|Costs of products sold                       |  |                                                  | 435,559    |   |      |   | 375,396    |  
|                                             |  |                                                  |            |   |      |   |            |  
|                                             |  |                                                 
|Gross profit                                 |  |                                                  | 170,185    |   |      |   | 141,585    |  
|                                             |  |                                                 
|Selling, general and administrative expenses |  |                                                  | 61,053     |   |      |   | 59,481     |  
|Research and development expenses            |  |                                                  | 9,376      |   |      |   | 8,151      |  
|Amortization of intangible assets            |  |                                                  | 5,164      |   |      |   | 6,421      |  
|                                             |  |                                                  |            |   |      |   |            |  
|                                             |  |                                                 
|Operating earnings                           |  |                                                  | 94,592     |   |      |   | 67,532     |  
|                                             |  |                                                 
|Interest income                              |  |                                                  | (1,586     | ) |      |   | (2,202     | )
|Interest expense                             |  |                                                  | 6,864      |   |      |   | 8,116      |  
|Other expense                                |  |                                                  | 5,025      |   |      |   | 767        |  
|                                             |  |                                                  |            |   |      |   |            |  
|                                             |  |                                                 
|Earnings before income taxes                 |  |                                                  | 84,289     |   |      |   | 60,851     |  
|Income tax expense                           |  |                                                  | 27,388     |   |      |   | 19,770     |  
|                                             |  |                                                  |            |   |      |   |            |  
|                                             |  |                                                 
|Net earnings                                 |  | $                                                | 56,901     |   |      | $ | 41,081     |  
|                                             |  |                                                  |            |   |      |   |            |  
|                                             |  |                                                 
|Net earnings per share data                  |  |                                                  |            |   |      |   |            |  
|Basic:                                       |  |                                                  |            |   |      |   |            |  
|Net earnings per share                       |  | $                                                | 0.76       |   |      | $ | 0.55       |  
|Weighted average shares                      |  |                                                  | 74,451,449 |   |      |   | 74,340,258 |  
|                                             |  |                                                 
|Diluted:                                     |  |                                                  |            |   |      |   |            |  
|Net earnings per share                       |  | $                                                | 0.76       |   |      | $ | 0.55       |  
|Weighted average shares                      |  |                                                  | 74,956,271 |   |      |   | 75,205,158 |  

See notes to consolidated condensed financial statements.



3



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Bucyrus International, Inc.

Consolidated Condensed Statements of

Comprehensive Income (Unaudited)



|                                                                                                                             |  |                          |         |   |      |   |        |  
|---------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------ | -
|                                                                                                                             |  | Quarters Ended March 31, |        
|                                                                                                                             |  | 2009                     |         |   | 2008 |  
|                                                                                                                             |  | (Dollars in thousands)   |        
|Net earnings                                                                                                                 |  | $                        | 56,901  |   |      | $ | 41,081 |  
|                                                                                                                             |  |                          |         |   |      |   |        |  
|Other comprehensive (loss) income:                                                                                           |  |                          |         |   |      |   |        |  
|Currency translation adjustments                                                                                             |  |                          | (14,765 | ) |      |   | 9,345  |  
|Change in pension and postretirement unrecognized costs, net of income tax (benefit) expense of ($45) and $335, respectively |  |                          | (208    | ) |      |   | 659    |  
|Derivative fair value changes, net of income tax benefit of $1,432 and $4,568, respectively                                  |  |                          | (3,659  | ) |      |   | (9,881 | )
|                                                                                                                             |  |                          |         |   |      |   |        |  
|                                                                                                                             |  |                         
|Other comprehensive (loss) income                                                                                            |  |                          | (18,632 | ) |      |   | 123    |  
|                                                                                                                             |  |                          |         |   |      |   |        |  
|                                                                                                                             |  |                         
|Comprehensive income                                                                                                         |  | $                        | 38,269  |   |      | $ | 41,204 |  
|                                                                                                                             |  |                          |         |   |      |   |        |  

See notes to consolidated condensed financial statements.



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Bucyrus International, Inc.

Consolidated Condensed Balance Sheets (Unaudited)



|                                    |  |                                                 |           |   |                  |   |           |  
|----------------------------------- |  | ----------------------------------------------- | --------- | - | ---------------- | - | --------- | -
|                                    |  | March 31,2009                                   |           |   | December 31,2008 |  
|                                    |  | (Dollars in thousands, except pershare amounts) |          
|ASSETS                              |  |                                                 |           |   |                  |   |           |  
|                                    |  |                                                
|CURRENT ASSETS:                     |  |                                                 |           |   |                  |   |           |  
|Cash and cash equivalents           |  | $                                               | 64,786    |   |                  | $ | 102,396   |  
|Receivables  net                   |  |                                                 | 584,041   |   |                  |   | 636,486   |  
|Inventories                         |  |                                                 | 673,523   |   |                  |   | 616,710   |  
|Deferred income taxes               |  |                                                 | 42,478    |   |                  |   | 53,133    |  
|Prepaid expenses and other          |  |                                                 | 32,843    |   |                  |   | 26,045    |  
|                                    |  |                                                 |           |   |                  |   |           |  
|                                    |  |                                                
|Total Current Assets                |  |                                                 | 1,397,671 |   |                  |   | 1,434,770 |  
|                                    |  |                                                 |           |   |                  |   |           |  
|                                    |  |                                                
|OTHER ASSETS:                       |  |                                                 |           |   |                  |   |           |  
|Goodwill                            |  |                                                 | 325,124   |   |                  |   | 330,211   |  
|Intangible assets  net             |  |                                                 | 218,319   |   |                  |   | 230,451   |  
|Other assets                        |  |                                                 | 65,593    |   |                  |   | 68,823    |  
|                                    |  |                                                 |           |   |                  |   |           |  
|                                    |  |                                                
|Total Other Assets                  |  |                                                 | 609,036   |   |                  |   | 629,485   |  
|                                    |  |                                                 |           |   |                  |   |           |  
|                                    |  |                                                
|PROPERTY, PLANT AND EQUIPMENT:      |  |                                                 |           |   |                  |   |           |  
|Cost                                |  |                                                 | 608,380   |   |                  |   | 609,647   |  
|Less accumulated depreciation       |  |                                                 | (127,219  | ) |                  |   | (121,251  | )
|                                    |  |                                                 |           |   |                  |   |           |  
|                                    |  |                                                
|Total Property, Plant and Equipment |  |                                                 | 481,161   |   |                  |   | 488,396   |  
|                                    |  |                                                 |           |   |                  |   |           |  
|                                    |  |                                                
|TOTAL ASSETS                        |  | $                                               | 2,487,868 |   |                  | $ | 2,552,651 |  
|                                    |  |                                                 |           |   |                  |   |           |  



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Bucyrus International, Inc.

Consolidated Condensed Balance Sheets (Unaudited) (Continued)



|                                                                                                                                      |  |                                                  |           |   |                  |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------ | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                      |  | March 31,2009                                    |           |   | December 31,2008 |  
|                                                                                                                                      |  | (Dollars in thousands, except per share amounts) |          
|LIABILITIES AND COMMON STOCKHOLDERS INVESTMENT                                                                                       |  |                                                  |           |   |                  |   |           |  
|                                                                                                                                      |  |                                                 
|CURRENT LIABILITIES:                                                                                                                  |  |                                                  |           |   |                  |   |           |  
|Accounts payable                                                                                                                      |  | $                                                | 218,387   |   |                  | $ | 229,173   |  
|Accrued expenses                                                                                                                      |  |                                                  | 189,691   |   |                  |   | 209,453   |  
|Liabilities to customers on uncompleted contracts and warranties                                                                      |  |                                                  | 268,630   |   |                  |   | 252,304   |  
|Income taxes                                                                                                                          |  |                                                  | 71,482    |   |                  |   | 70,091    |  
|Current maturities of long-term debt and short-term obligations                                                                       |  |                                                  | 14,619    |   |                  |   | 69,291    |  
|                                                                                                                                      |  |                                                  |           |   |                  |   |           |  
|                                                                                                                                      |  |                                                 
|Total Current Liabilities                                                                                                             |  |                                                  | 762,809   |   |                  |   | 830,312   |  
|                                                                                                                                      |  |                                                  |           |   |                  |   |           |  
|                                                                                                                                      |  |                                                 
|LONG-TERM LIABILITIES:                                                                                                                |  |                                                  |           |   |                  |   |           |  
|Deferred income taxes                                                                                                                 |  |                                                  | 47,669    |   |                  |   | 52,895    |  
|Pension, postretirement and other                                                                                                     |  |                                                  | 193,614   |   |                  |   | 218,181   |  
|                                                                                                                                      |  |                                                  |           |   |                  |   |           |  
|                                                                                                                                      |  |                                                 
|Total Long-Term Liabilities                                                                                                           |  |                                                  | 241,283   |   |                  |   | 271,076   |  
|                                                                                                                                      |  |                                                  |           |   |                  |   |           |  
|                                                                                                                                      |  |                                                 
|LONG-TERM DEBT, less current maturities                                                                                               |  |                                                  | 496,021   |   |                  |   | 501,755   |  
|                                                                                                                                      |  |                                                  |           |   |                  |   |           |  
|                                                                                                                                      |  |                                                 
|COMMON STOCKHOLDERS INVESTMENT:                                                                                                      |  |                                                  |           |   |                  |   |           |  
|Common stock  par value $0.01 per share, authorized 200,000,000 shares, issued 75,349,152 shares and 75,079,266 shares, respectively |  |                                                  | 751       |   |                  |   | 751       |  
|Additional paid-in capital                                                                                                            |  |                                                  | 680,076   |   |                  |   | 678,226   |  
|Treasury stock  217,200 shares                                                                                                       |  |                                                  | (851      | ) |                  |   | (851      | )
|Accumulated earnings                                                                                                                  |  |                                                  | 423,369   |   |                  |   | 368,340   |  
|Accumulated other comprehensive loss                                                                                                  |  |                                                  | (115,590  | ) |                  |   | (96,958   | )
|                                                                                                                                      |  |                                                  |           |   |                  |   |           |  
|                                                                                                                                      |  |                                                 
|Total Common Stockholders Investment                                                                                                 |  |                                                  | 987,755   |   |                  |   | 949,508   |  
|                                                                                                                                      |  |                                                  |           |   |                  |   |           |  
|                                                                                                                                      |  |                                                 
|TOTAL LIABILITIES AND COMMON STOCKHOLDERS INVESTMENT                                                                                 |  | $                                                | 2,487,868 |   |                  | $ | 2,552,651 |  
|                                                                                                                                      |  |                                                  |           |   |                  |   |           |  

See notes to consolidated condensed financial statements.



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Bucyrus International, Inc.

Consolidated Condensed Statements of Cash Flows (Unaudited)



|                                                            |  |                         |         |   |      |   |         |  
|----------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | -
|                                                            |  | Quarters EndedMarch 31, |        
|                                                            |  | 2009                    |         |   | 2008 |  
|                                                            |  | (Dollars in thousands)  |        
|Net Cash Provided By Operating Activities                   |  | $                       | 43,771  |   |      | $ | 153,025 |  
|                                                            |  |                         |         |   |      |   |         |  
|                                                            |  |                        
|Cash Flows Used In Investing Activities                     |  |                         |         |   |      |   |         |  
|Purchases of property, plant and equipment                  |  |                         | (15,011 | ) |      |   | (21,180 | )
|Proceeds from disposal of property, plant and equipment     |  |                         | 168     |   |      |   | 2,328   |  
|Purchases of investments                                    |  |                         | (7,642  | ) |      |   | (2,273  | )
|Proceeds from sale of investments                           |  |                         | 2,465   |   |      |   |        |  
|Other                                                       |  |                         | 6       |   |      |   | (503    | )
|                                                            |  |                         |         |   |      |   |         |  
|                                                            |  |                        
|Net cash used in investing activities                       |  |                         | (20,014 | ) |      |   | (21,628 | )
|                                                            |  |                         |         |   |      |   |         |  
|                                                            |  |                        
|Cash Flows Used In Financing Activities                     |  |                         |         |   |      |   |         |  
|Net repayments of revolving credit facilities               |  |                         | (55,157 | ) |      |   | (15,130 | )
|Repayments of term loan facility                            |  |                         | (2,159  | ) |      |   | (1,273  | )
|Proceeds from other bank borrowings and long-term debt      |  |                         | 1,524   |   |      |   |        |  
|Payments of other bank borrowings and long-term debt        |  |                         | (82     | ) |      |   | (2,810  | )
|Net proceeds from issuance of common stock                  |  |                         |        |   |      |   | 366     |  
|Payments under capital lease agreements                     |  |                         | (128    | ) |      |   |        |  
|Tax (expense) benefit related to share-based payment awards |  |                         | (197    | ) |      |   | 732     |  
|Dividends paid                                              |  |                         | (1,861  | ) |      |   | (1,858  | )
|Other                                                       |  |                         | (194    | ) |      |   |        |  
|                                                            |  |                         |         |   |      |   |         |  
|                                                            |  |                        
|Net cash used in financing activities                       |  |                         | (58,254 | ) |      |   | (19,973 | )
|                                                            |  |                         |         |   |      |   |         |  
|                                                            |  |                        
|Effect of exchange rate changes on cash                     |  |                         | (3,113  | ) |      |   | 4,062   |  
|                                                            |  |                         |         |   |      |   |         |  
|                                                            |  |                        
|Net (decrease) increase in cash and cash equivalents        |  |                         | (37,610 | ) |      |   | 115,486 |  
|                                                            |  |                         |         |   |      |   |         |  
|                                                            |  |                        
|Cash and cash equivalents at beginning of period            |  |                         | 102,396 |   |      |   | 61,112  |  
|                                                            |  |                         |         |   |      |   |         |  
|                                                            |  |                        
|Cash and cash equivalents at end of period                  |  | $                       | 64,786  |   |      | $ | 176,598 |  
|                                                            |  |                         |         |   |      |   |         |  
|                                                            |  |                        
|Supplemental Disclosures of Cash Flow Information           |  |                         |         |   |      |   |         |  
|Cash paid during the period for:                            |  |                         |         |   |      |   |         |  
|Interest                                                    |  | $                       | 9,469   |   |      | $ | 10,581  |  
|Income taxes  net of refunds                               |  |                         | 7,839   |   |      |   | 9,076   |  
|                                                            |  |                        
|Supplemental Disclosure of Non-cash Investing Activities    |  |                         |         |   |      |   |         |  
|                                                            |  |                        
|Capital expenditures included in accounts payable           |  | $                       | 3,605   |   |      | $ |        |  



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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 high productivity mining equipment for surface and underground mining. 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. The Company has more customers overall in its underground
mining segment than in its surface mining segment. In addition to the manufacture of original equipment, an important part of the Companys business consists of aftermarket sales, such as supplying parts, maintenance and repair services and
technical advice, as well as refurbishing and relocating older, installed original equipment. The Company has manufacturing facilities in Australia, China, Germany, Poland and the United States and service and sales centers in Australia, Brazil,
Canada, Chile, China, the Czech Republic, England, India, Mexico, Peru, Russia, South Africa 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 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2009.

3. Derivative Financial Instruments

On January 1, 2009, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 161, Disclosure about Derivative Instruments and Hedging Activities (SFAS 161), which requires enhanced disclosures regarding an entitys derivatives and hedging
activities.

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 in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). The Company does not use
derivative financial instruments for trading or other speculative purposes.



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The contractual amounts of the Companys outstanding foreign currency forward contracts at
March 31, 2009, by currency, were as follows:



|                        |  |                        |         |      |   |       
|----------------------- |  | ---------------------- | ------- | ---- | - | ------
|                        |  | Buy                    |         | Sell
|                        |  | (Dollars in thousands)
|United States dollar    |  | $                      | 24,288  |      | $ | 14,211
|Australian dollar       |  |                        | 32,693  |      |   | 14,878
|Brazilian real          |  |                        |        |      |   | 4,155 
|British pounds sterling |  |                        | 15,344  |      |   | 1,105 
|Chilean peso            |  |                        | 17,166  |      |   | 482   
|Czech koruna            |  |                        | 113,628 |      |   |      
|Euro                    |  |                        | 434,913 |      |   | 2,763 
|South African rand      |  |                        |        |      |   | 1,644 
|                        |  |                        |         |      |   |       
|                        |  |                       
|                        |  | $                      | 638,032 |      | $ | 39,238
|                        |  |                        |         |      |   |       

Based upon March 31, 2009 exchange rates, all of the Companys outstanding contracts
were recorded at fair value.

The Company conducts its business on a multinational basis in a wide variety of foreign currencies and hedges
foreign currency exposures arising from various receivables, liabilities and expected inventory purchases. Derivative instruments that are utilized to hedge the foreign currency risk associated with anticipated inventory purchases in foreign
currencies are designated as cash flow hedges. Gains and losses on these instruments, to the extent that they have been effective, are deferred in accumulated other comprehensive income (loss) and recognized in earnings when the related inventory is
sold. Ineffectiveness related to these hedge instruments that was reclassified to the statement of earnings was $3.6 million of losses for the quarter ended March 31, 2009, which includes $4.0 million of losses 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 within an additional two-month period of time thereafter. The maturity of these instruments generally does not exceed 24
months. The accumulated other comprehensive loss, net of tax, related to foreign currency forward contracts was $24.0 million at March 31, 2009. The Company estimates that $17.9 million 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 $468.0 million ($375.0 million plus 70.0 million) of its term loan. All of the swaps in place at March 31, 2009 have been designated as cash flow hedges of
LIBOR-based interest payments. In accordance with SFAS 133, 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 March 31, 2009 were as follows (dollars in thousands):



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##### Table of Contents

|       |         |                  |        |   |               |                 
|------ | ------- | ---------------- | ------ | - | ------------- | ----------------
|Amount |         | InterestRate (1) |        |   | Maturity Date
|$      | 150,000 |                  | 4.8800 | % |               | May 4, 2010 (2) 
|$      | 50,000  |                  | 5.0940 | % |               | May 4, 2010     
|$      | 50,000  |                  | 2.1750 | % |               | January 30, 2012
|$      | 50,000  |                  | 2.4000 | % |               | January 28, 2013
|$      | 50,000  |                  | 2.5975 | % |               | January 28, 2014
|$      | 19,929  |                  | 1.9600 | % |               | March 31, 2012  
|$      | 13,286  |                  | 2.2800 | % |               | March 31, 2013  
|$      | 33,215  |                  | 2.5180 | % |               | March 31, 2014  
|$      | 19,929  |                  | 2.4900 | % |               | March 31, 2014  
|$      | 25,000  |                  | 2.2100 | % |               | April 1, 2014   
|$      | 6,643   |                  | 2.4900 | % |               | April 1, 2014   

| | 
| | 

| | (1) | Excludes applicable spread of 1.50% to 1.75%
| | --- | --------------------------------------------

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

The Company recognized $0.5 million of interest expense for the quarter ended March 31, 2009 related to the ineffective
portion of its interest rate swaps. The accumulated other comprehensive loss related to interest rate swaps was $10.4 million, net of tax, at March 31, 2009. The Company estimates that $1.6 million, net of tax, will be reclassified into
earnings over the next 12 months which will adjust the interest rate on $150 million of the term loan to 4.88%.

The 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 sheet in which the gross amounts are included at March 31, 2009 were as follows:



|                                   |  |                         |       |                      |   |                 |  |                                         |        |  |   |      
|---------------------------------- |  | ----------------------- | ----- | -------------------- | - | --------------- |  | --------------------------------------- | ------ |  | - | -----
|                                   |  | PrepaidExpensesandOther |       | OtherLong-TermAssets |   | AccruedExpenses |  | Pension,PostretirementBenefits andOther
|Interest rate swaps                |  | $                       |      |                      | $ |                |  | $                                       | 19,054 |  | $ |     
|Foreign currency forward contracts |  |                         | 2,496 |                      |   | 246             |  |                                         | 17,117 |  |   | 7,346
|                                   |  |                         |       |                      |   |                 |  |                                         |        |  |   |      
|                                   |  |                         |       |                     
|Total designated                   |  | $                       | 2,496 |                      | $ | 246             |  | $                                       | 36,171 |  | $ | 7,346
|                                   |  |                         |       |                      |   |                 |  |                                         |        |  |   |      



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The gross derivative gains and losses included in the consolidated condensed statement of comprehensive
income and the consolidated condensed statement of earnings related to cash flow hedges for the quarter ended March 31, 2009 were as follows:



|                                                                                                                                                                                                     |  |                                                                                                      |        |   |                                 |                                             
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------- | ------ | - | ------------------------------- | --------------------------------------------
|                                                                                                                                                                                                     |  | (Gain) / LossRecognized in OtherComprehensive Income                                                 |        |   |                                
|                                                                                                                                                                                                     |  | (Dollars in thousands)                                                                               |        |   |                                
|Interest rate swaps                                                                                                                                                                                  |  | $                                                                                                    | 5,314  |   |                                 |                                             
|Foreign currency forward contracts                                                                                                                                                                   |  |                                                                                                      | (224   | ) |                                 |                                             
|                                                                                                                                                                                                     |  |                                                                                                      |        |   |                                 |                                             
|                                                                                                                                                                                                     |  |                                                                                                     
|Total                                                                                                                                                                                                |  | $                                                                                                    | 5,090  |   |                                 |                                             
|                                                                                                                                                                                                     |  |                                                                                                      |        |   |                                 |                                             
|                                                                                                                                                                                                     |  |                                                                                                     
|                                                                                                                                                                                                     |  | (Gain) / LossReclassified FromOther ComprehensiveIncome to Earnings                                  |        |   | Statement of Earnings Line Item
|                                                                                                                                                                                                     |  | (Dollars in thousands)                                                                               |        |   |                                
|Interest rate swaps                                                                                                                                                                                  |  | $                                                                                                    | 549    |   |                                 | Interest expense                            
|Foreign currency forward contracts                                                                                                                                                                   |  |                                                                                                      | 1,974  |   |                                 | Cost of products sold                       
|Foreign currency forward contracts                                                                                                                                                                   |  |                                                                                                      | 3,448  |   |                                 | Other expense                               
|Foreign currency forward contracts                                                                                                                                                                   |  |                                                                                                      | (6,450 | ) |                                 | Selling, general and administrative expenses
|                                                                                                                                                                                                     |  |                                                                                                      |        |   |                                 |                                             
|                                                                                                                                                                                                     |  |                                                                                                     
|Total                                                                                                                                                                                                |  | $                                                                                                    | (479   | ) |                                 |                                             
|                                                                                                                                                                                                     |  |                                                                                                      |        |   |                                 |                                             
|                                                                                                                                                                                                     |  |                                                                                                     
|                                                                                                                                                                                                     |  | (Gain) /Loss Recognizedin Income Due toIneffectiveness
andAmounts Excluded FromEffectiveness Testing |        |   | Statement of Earnings Line Item
|                                                                                                                                                                                                     |  | (Dollars in thousands)                                                                               |        |   |                                
|Foreign currency forward contracts                                                                                                                                                                   |  | $                                                                                                    | 3,637  |   |                                 | Selling, general and administrative expenses
|                                                                                                                                                                                                     |  |                                                                                                      |        |   |                                 |                                             
|                                                                                                                                                                                                    
|The gross gains and losses from derivatives not designated as hedging instruments included in the consolidated condensed statement of earnings for the
quarter ended March 31, 2009 were as follows:
|                                                                                                                                                                                                     |  |                                                                                                     
|                                                                                                                                                                                                     |  | Amount                                                                                               |        |   | Statement of Earnings Line Item
|                                                                                                                                                                                                     |  | (Dollars in thousands)                                                                               |        |   |                                
|Foreign currency forward contracts                                                                                                                                                                   |  | $                                                                                                    | 2,375  |   |                                 | Selling, general and administrative expenses
|                                                                                                                                                                                                     |  |                                                                                                      |        |   |                                 |                                             



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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 $2.7 million as of March 31, 2009. At March 31, 2009, the Company had no knowledge of any of counterparty default.

The Company also has cross-currency foreign currency-denominated debt obligations that are designated as hedges of the foreign currency exposure
associated with its net investments in non-U.S. 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 a gain of $4.1 million in other comprehensive income (loss) related to net investment hedges in the quarter ended March 31, 2009.

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

4. Comprehensive Income (Loss)

SFAS No. 130, Reporting Comprehensive Income, requires the reporting of comprehensive income (loss) in addition to net income (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 income (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:



|                                                      |  |                        |          |   |                  |   |         |  
|----------------------------------------------------- |  | ---------------------- | -------- | - | ---------------- | - | ------- | -
|                                                      |  | March 31,2009          |          |   | December 31,2008 |  
|                                                      |  | (Dollars in thousands) |         
|Currency translation adjustments                      |  | $                      | (45,986  | ) |                  | $ | (31,221 | )
|Pension and postretirement benefit unrecognized costs |  |                        | (35,241  | ) |                  |   | (35,033 | )
|Derivative fair value adjustment                      |  |                        | (34,363  | ) |                  |   | (30,704 | )
|                                                      |  |                        |          |   |                  |   |         |  
|                                                      |  |                       
|Accumulated other comprehensive loss                  |  | $                      | (115,590 | ) |                  | $ | (96,958 | )
|                                                      |  |                        |          |   |                  |   |         |  



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5. Inventories

Inventories consisted of the following:



|                                                |  |                        |         |                  |   |        
|----------------------------------------------- |  | ---------------------- | ------- | ---------------- | - | -------
|                                                |  | March 31,2009          |         | December 31,2008
|                                                |  | (Dollars in thousands)
|Raw materials and parts                         |  | $                      | 96,863  |                  | $ | 103,586
|Work in process                                 |  |                        | 242,678 |                  |   | 242,224
|Finished products (primarily replacement parts) |  |                        | 333,982 |                  |   | 270,900
|                                                |  |                        |         |                  |   |        
|                                                |  |                       
|                                                |  | $                      | 673,523 |                  | $ | 616,710
|                                                |  |                        |         |                  |   |        

6. Goodwill and Intangible Assets

Intangible assets consisted of the following:



|                                                       |  |                        |         |                         |                   |         |                     |  |                         |         |  |   |         |  
|------------------------------------------------------ |  | ---------------------- | ------- | ----------------------- | ----------------- | ------- | ------------------- |  | ----------------------- | ------- |  | - | ------- | -
|                                                       |  | March 31, 2009         |         |                         | December 31, 2008 |        
|                                                       |  | GrossCarryingAmount    |         | AccumulatedAmortization |                   |         | GrossCarryingAmount |  | AccumulatedAmortization |        
|                                                       |  | (Dollars in thousands) |        
|Amortized intangible assets:                           |  |                        |         |                         |                   |         |                     |  |                         |         |  |   |         |  
|Technology                                             |  | $                      | 112,761 |                         | $                 | (17,942 | )                   |  | $                       | 115,580 |  | $ | (15,972 | )
|Customer relationships                                 |  |                        | 109,316 |                         |                   | (10,221 | )                   |  |                         | 115,400 |  |   | (9,333  | )
|Engineering drawings                                   |  |                        | 25,500  |                         |                   | (14,687 | )                   |  |                         | 25,500  |  |   | (14,369 | )
|Other                                                  |  |                        | 5,855   |                         |                   | (4,699  | )                   |  |                         | 5,855   |  |   | (4,646  | )
|                                                       |  |                        |         |                         |                   |         |                     |  |                         |         |  |   |         |  
|                                                       |  |                        |         |                        
|                                                       |  | $                      | 253,432 |                         | $                 | (47,549 | )                   |  | $                       | 262,335 |  | $ | (44,320 | )
|                                                       |  |                        |         |                         |                   |         |                     |  |                         |         |  |   |         |  
|Unamortized intangible assets  Trademarks/Trade names |  | $                      | 12,436  |                         |                   |         |                     |  | $                       | 12,436  |  |   |         |  
|                                                       |  |                        |         |                         |                   |         |                     |  |                         |         |  |   |         |  

Changes in the carrying amount of goodwill for the quarter ended March 31, 2009 were as
follows:



|                           |  |                        |        |                   |   |         |  
|-------------------------- |  | ---------------------- | ------ | ----------------- | - | ------- | -
|                           |  | SurfaceMining          |        | UndergroundMining |  
|                           |  | (Dollars in thousands) |       
|Balance at January 1, 2009 |  | $                      | 47,306 |                   | $ | 282,905 |  
|Currency translation       |  |                        |       |                   |   | (5,087  | )
|                           |  |                        |        |                   |   |         |  
|                           |  |                       
|Balance at March 31, 2009  |  | $                      | 47,306 |                   | $ | 277,818 |  
|                           |  |                        |        |                   |   |         |  



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The estimated future amortization expense of intangible assets as of March 31, 2009 was as follows
(dollars in thousands):



|                             |  |   |        
|---------------------------- |  | - | -------
|2009 (remaining nine months) |  | $ | 12,036 
|2010                         |  |   | 16,049 
|2011                         |  |   | 16,049 
|2012                         |  |   | 16,049 
|2013                         |  |   | 16,049 
|2014                         |  |   | 16,049 
|Future                       |  |   | 113,602
|                             |  |   |        
|                             | 
|                             |  | $ | 205,883
|                             |  |   |        

7. Long-Term Debt and Financing Arrangements

The Companys credit facilities include a secured revolving credit facility of $357.5 million, an unsecured German revolving credit facility of
65.0 million, each of which mature on May 4, 2012, and a term loan facility of $400.0 million plus 75.0 million with a maturity date of May 4, 2014. The entire secured revolving credit facility may be used for letters
of credit. At December 31, 2008, the Company classified the entire revolving credit facility balance of $55.2 million as current maturities of long-term debt and short-term obligations because it intended to repay the outstanding balance early
in 2009.

At March 31, 2009, the Company had no borrowings under its secured revolving credit facility or its unsecured German credit
facility. The amount potentially available for borrowings under the secured revolving credit facility at March 31, 2009 was $274.1 million, after taking into account $83.4 million of issued letters of credit. The amount potentially available
for borrowings under its unsecured German credit facility at March 31, 2009 was $46.2 million (34.8 million), after taking into account $40.1 million (30.2 million) of issued letters of credit. At March 31, 2009, the Company
had borrowings under its term loan facility of $492.3 million ($394.0 million plus 73.9 million) at a weighted average annual interest rate of 2.61%, plus the applicable spread. 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 $468.0 million ($375.0 million plus 70.0 million) of outstanding borrowings under its term loan facility at a weighted
average interest rate of 3.5%, plus the applicable spread. Two of these swaps totaling $31.6 million ($25.0 million plus 5.0 million) became effective on April 1, 2009.

8. Common Stockholders Investment

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



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##### Table of Contents

At March 31, 2009, the Companys issued and outstanding shares consist 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.

9. Stock-Based
Compensation

The Company recognizes compensation expense for nonvested shares, stock appreciation rights (SARs) and stock
options over the requisite service period for vesting of the award. Total stock-based compensation expense included in the Companys Consolidated Statements of Earnings was $2.4 million and $1.8 million for the quarters ended March 31,
2009 and 2008, respectively.

In the first quarter of 2009, the Company issued 295,300 nonvested shares to certain employees pursuant to
the Bucyrus International, Inc. Omnibus Incentive Plan 2007 (the Omnibus Plan). These shares fully cliff vest on December 31, 2012. Nonvested share activity during the quarter ended March 31, 2009 was as follows:



|                               |  |                 |  |                                      |      
|------------------------------ |  | --------------- |  | ------------------------------------ | -----
|                               |  | Number ofShares |  | Weighted-AverageGrant DateFair
Value
|Outstanding at January 1, 2009 |  | 206,688         |  | $                                    | 31.59
|Granted                        |  | 295,300         |  | $                                    | 13.51
|Vested                         |  |                |  |                                      |     
|                               |  |                 |  |                                      |      
|                               |  |                
|Outstanding at March 31, 2009  |  | 501,988         |  | $                                    | 20.95
|                               |  |                 |  |                                      |      

At March 31, 2009, there was $7.0 million of unrecognized compensation expense related to
nonvested share grants. This cost is expected to be recognized over a weighted-average period of approximately 2.7 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
March 31, 2009, the Company expected approximately 425,000 shares to vest and these shares had an aggregate intrinsic value of $6.4 million and a weighted-average remaining contractual term of 2.8 years.

In the first quarter of 2009, the Company also granted SARs to certain employees pursuant to the Omnibus Plan. The SARs vest incrementally and can be
settled in shares only. SAR activity during the quarter ended March 31, 2009 was as follows:



|                                         |  |                 |  |                                      |      
|---------------------------------------- |  | --------------- |  | ------------------------------------ | -----
|                                         |  | Number ofShares |  | Weighted-AverageGrant DateFair
Value
|Outstanding at January 1, 2009           |  | 1,207,540       |  | $                                    | 14.20
|Granted                                  |  | 1,198,350       |  | $                                    | 7.37 
|Exercised                                |  |                |  |                                      |     
|                                         |  |                 |  |                                      |      
|                                         |  |                
|Outstanding at March 31, 2009            |  | 2,405,890       |  | $                                    | 10.80
|                                         |  |                 |  |                                      |      
|                                         |  |                
|Vested and exercisable at March 31, 2009 |  | 407,565         |  | $                                    | 11.72
|                                         |  |                 |  |                                      |      



15



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##### Table of Contents

At March 31, 2009, there was $13.5 million of unrecognized compensation expense related to SARs that
are vested or expected to vest. This expense is expected to be recognized over a weighted-average period of approximately 2.9 years. The grant date fair value of the SARs was calculated using the Black-Scholes pricing model. The assumptions used in
this model were as follows:



|                                |  |           |  
|------------------------------- |  | --------- | -
|Risk-free interest rate         |  | 2.82      | %
|Expected stock price volatility |  | 58.0      | %
|Expected life                   |  | 6.5 years |  
|Dividend yield                  |  | .70       | %

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

10. Pension Benefits

Pension expense consisted of the following:



|                          |  |                          |        |   |      |   |       |  
|------------------------- |  | ------------------------ | ------ | - | ---- | - | ----- | -
|                          |  | Pension Benefits         |       
|                          |  | Quarters Ended March 31, |       
|                          |  | 2009                     |        |   | 2008 |  
|                          |  | (Dollars in thousands)   |       
|Service cost              |  | $                        | 1,299  |   |      | $ | 545   |  
|Interest cost             |  |                          | 3,081  |   |      |   | 2,221 |  
|Expected return on assets |  |                          | (1,675 | ) |      |   | (800  | )
|Amortization of:          |  |                          |        |   |      |   |       |  
|Prior service cost        |  |                          | 125    |   |      |   | (25   | )
|Actuarial loss            |  |                          | 529    |   |      |   | 150   |  
|                          |  |                          |        |   |      |   |       |  
|                          |  |                         
|Net periodic benefit cost |  | $                        | 3,359  |   |      | $ | 2,091 |  
|                          |  |                          |        |   |      |   |       |  



16



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##### Table of Contents

11. 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 ended March 31, 2009 and 2008 was as follows:



|                                                                                                     |  |                                                 |            |      |   |           
|---------------------------------------------------------------------------------------------------- |  | ----------------------------------------------- | ---------- | ---- | - | ----------
|                                                                                                     |  | Quarters Ended March 31,                       
|                                                                                                     |  | 2009                                            |            | 2008
|                                                                                                     |  | (Dollar in thousands, except per share amounts)
|Net earnings                                                                                         |  | $                                               | 56,901     |      | $ | 41,081    
|                                                                                                     |  |                                                 |            |      |   |           
|                                                                                                     |  |                                                
|Weighted average shares outstanding                                                                  |  |                                                 | 74,451,449 |      |   | 74,340,258
|                                                                                                     |  |                                                 |            |      |   |           
|                                                                                                     |  |                                                
|Basic net earnings per share                                                                         |  | $                                               | 0.76       |      | $ | 0.55      
|                                                                                                     |  |                                                 |            |      |   |           
|                                                                                                     |  |                                                
|Weighted average shares outstanding                                                                  |  |                                                 | 74,451,449 |      |   | 74,340,258
|Effect of dilutive stock options, nonvested shares, stock appreciation rights and performance shares |  |                                                 | 504,822    |      |   | 864,900   
|                                                                                                     |  |                                                 |            |      |   |           
|Weighted average shares outstanding  diluted (1)                                                    |  |                                                 | 74,956,271 |      |   | 75,205,158
|                                                                                                     |  |                                                 |            |      |   |           
|                                                                                                     |  |                                                
|Diluted net earnings per share                                                                       |  | $                                               | 0.76       |      | $ | 0.55      
|                                                                                                     |  |                                                 |            |      |   |           

| | 
| | 

| | (1) | Grants of nonvested shares and stock appreciation rights representing approximately an additional 1,260,000 shares were outstanding for the quarter ended March 31, 2009 but
were not included in the computation of diluted earnings per share because their effect would have been antidilutive.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Effective January 1, 2009, the Company implemented Financial Accounting Standards Board (FASB) Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities (FSP EITF 03-6-1). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in
the earnings allocation in computing earnings per share under the two-class method as described in SFAS No. 128, Earnings per Share. Under the guidance of FSP EITF 03-6-1, unvested share-based payment awards that contain nonforfeitable
rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and shall be included in the computation of earnings-per-share pursuant to the two-class method. The Companys awards do not have nonforfeitable
rights to dividends or dividend equivalents; therefore, the adoption of FSP EITF 03-6-1 did not have any impact on the Companys financial position or results of operations.

12. 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.



17



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##### Table of Contents

The accounting policies of the Companys segments are the same as those described in Note A to
the Companys 2008 consolidated financial statements. The 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. There are no significant intersegment sales. Identifiable assets are those used in the operations of each segment.

Segment information for the quarters ended March 31, 2009 and 2008 was as follows:



|                             |  |                              |         |                   |   |         |                             |  |                     |        |             |   |        |  |   |          
|---------------------------- |  | ---------------------------- | ------- | ----------------- | - | ------- | --------------------------- |  | ------------------- | ------ | ----------- | - | ------ |  | - | ---------
|                             |  | Quarter Ended March 31, 2009
|                             |  | Sales                        |         | OperatingEarnings |   |         | DepreciationandAmortization |  | CapitalExpenditures |        | TotalAssets
|                             |  | (Dollars in thousands)      
|Surface mining               |  | $                            | 311,003 |                   | $ | 65,032  |                             |  | $                   | 5,669  |             | $ | 8,591  |  | $ | 1,082,901
|Underground mining           |  |                              | 294,741 |                   |   | 37,347  |                             |  |                     | 8,930  |             |   | 2,610  |  |   | 1,404,967
|                             |  |                              |         |                   |   |         |                             |  |                     |        |             |   |        |  |   |          
|Total operations             |  |                              | 605,744 |                   |   | 102,379 |                             |  |                     | 14,599 |             |   | 11,201 |  |   | 2,487,868
|Corporate                    |  |                              |        |                   |   | (7,787  | )                           |  |                     |       |             |   |       |  |   |         
|                             |  |                              |         |                   |   |         |                             |  |                     |        |             |   |        |  |   |          
|                             |  |                              |         |                   |  
|Consolidated total           |  | $                            | 605,744 |                   |   | 94,592  |                             |  |                     | 14,599 |             | $ | 11,201 |  | $ | 2,487,868
|                             |  |                              |         |                   |   |         |                             |  |                     |        |             |   |        |  |   |          
|                             |  |                              |         |                   |  
|Interest income              |  |                              |         |                   |   | (1,586  | )                           |  |                     |       |             |   |        |  |   |          
|Interest expense             |  |                              |         |                   |   | 6,864   |                             |  |                     |       |             |   |        |  |   |          
|Other expense                |  |                              |         |                   |   | 5,025   |                             |  |                     | 1,021  |             |   |        |  |   |          
|                             |  |                              |         |                   |   |         |                             |  |                     |        |             |   |        |  |   |          
|                             |  |                              |         |                   |  
|Earnings before income taxes |  |                              |         |                   | $ | 84,289  |                             |  | $                   | 15,620 |             |   |        |  |   |          
|                             |  |                              |         |                   |   |         |                             |  |                     |        |             |   |        |  |   |          
|                             | 
|                             |  | Quarter Ended March 31, 2008
|                             |  | Sales                        |         | OperatingEarnings |   |         | DepreciationandAmortization |  | CapitalExpenditures |        | TotalAssets
|                             |  | (Dollars in thousands)      
|Surface mining               |  | $                            | 284,058 |                   | $ | 54,344  |                             |  | $                   | 4,592  |             | $ | 15,589 |  | $ | 885,597  
|Underground mining           |  |                              | 232,923 |                   |   | 19,249  |                             |  |                     | 10,814 |             |   | 5,596  |  |   | 1,382,268
|                             |  |                              |         |                   |   |         |                             |  |                     |        |             |   |        |  |   |          
|                             |  |                              |         |                   |  
|Total operations             |  |                              | 516,981 |                   |   | 73,593  |                             |  |                     | 15,406 |             |   | 21,185 |  |   | 2,267,865
|Corporate                    |  |                              |        |                   |   | (6,061  | )                           |  |                     |       |             |   |       |  |   |         
|                             |  |                              |         |                   |   |         |                             |  |                     |        |             |   |        |  |   |          
|                             |  |                              |         |                   |  
|Consolidated total           |  | $                            | 516,981 |                   |   | 67,532  |                             |  |                     | 15,406 |             | $ | 21,185 |  | $ | 2,267,865
|                             |  |                              |         |                   |   |         |                             |  |                     |        |             |   |        |  |   |          
|                             |  |                              |         |                   |  
|Interest income              |  |                              |         |                   |   | (2,202  | )                           |  |                     |       |             |   |        |  |   |          
|Interest expense             |  |                              |         |                   |   | 8,116   |                             |  |                     |       |             |   |        |  |   |          
|Other expense                |  |                              |         |                   |   | 767     |                             |  |                     | 767    |             |   |        |  |   |          
|                             |  |                              |         |                   |   |         |                             |  |                     |        |             |   |        |  |   |          
|                             |  |                              |         |                   |  
|Earnings before income taxes |  |                              |         |                   | $ | 60,851  |                             |  | $                   | 16,173 |             |   |        |  |   |          
|                             |  |                              |         |                   |   |         |                             |  |                     |        |             |   |        |  |   |          



18



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##### Table of Contents

13. Contingencies

Environmental, product warranty and liability and legal matters as of March 31, 2009 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 materially affect its capital expenditures, earnings or competitive position. The Company has an ongoing program to address potential environmental
problems.

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

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

Over the past three years, expenditures for ongoing compliance, remediation, monitoring and cleanup have been immaterial. 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.



19



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##### Table of Contents

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
quarters ended March 31, 2009 and 2008 were as follows:



|                     |  |                        |        |   |      |   |        |  
|-------------------- |  | ---------------------- | ------ | - | ---- | - | ------ | -
|                     |  | 2009                   |        |   | 2008 |  
|                     |  | (Dollars in thousands) |       
|Balance at January 1 |  | $                      | 53,586 |   |      | $ | 70,909 |  
|Provision            |  |                        | 3,201  |   |      |   | 1,704  |  
|Charges              |  |                        | (3,322 | ) |      |   | (3,987 | )
|Currency translation |  |                        | (1,757 | ) |      |   | 4,152  |  
|                     |  |                        |        |   |      |   |        |  
|                     |  |                       
|Balance at March 31  |  | $                      | 51,708 |   |      | $ | 72,778 |  
|                     |  |                        |        |   |      |   |        |  

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.



20



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##### Table of Contents

14. Fair Value Measurements

On January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements (SFAS 157), which establishes a framework for measuring fair value and expands disclosure about such fair
value measurements. SFAS 157 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. SFAS 157 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                                                                                                                                                                                                                            

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 at March 31, 2009 were as follows (dollars in thousands):



|                                        |  |   |       
|--------------------------------------- |  | - | ------
|Assets:                                 |  |   |       
|Foreign currency exchange contracts (1) |  | $ | 2,742 
|                                        |  |   |       
|                                        | 
|Total assets at fair value              |  | $ | 2,742 
|                                        |  |   |       
|                                        | 
|Liabilities:                            |  |   |       
|Foreign currency exchange contracts (1) |  | $ | 24,463
|Interest rate swaps (2)                 |  |   | 19,054
|                                        |  |   |       
|                                        | 
|Total liabilities at fair value         |  | $ | 43,517
|                                        |  |   |       

| | 
| | 

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

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

15. Recent Accounting Pronouncements

In December 2007, FASB issued SFAS No. 141 (revised 2007), Business
Combinations (SFAS 141(R)), which provides revised guidance on how acquirers recognize and measure the consideration transferred, assets acquired, liabilities assumed, noncontrolling interests, and goodwill acquired at their fair
values as of that date. SFAS 141(R) is effective, on a prospective basis, for fiscal years beginning after December 15, 2008. Effective January 1, 2009, the Company is accounting for business combinations in accordance with SFAS 141(R).
Its adoption did not have a material effect on the Companys financial position or results of operations for the quarter ended March 31, 2009.



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##### Table of Contents

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:



| |  |  | 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;
| | - |  | -------------------------------------------------------------------



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



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



| |  |  | our ability to attract and retain skilled labor;
| | - |  | ------------------------------------------------



| |  |  | our production capacity;
| | - |  | ------------------------



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



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



| |  |  | 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;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | the highly competitive nature of the mining industry;
| | - |  | -----------------------------------------------------



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



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##### Table of Contents

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



| |  |  | product liability, environmental and other potential litigation;
| | - |  | ----------------------------------------------------------------



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



| |  |  | our ability to satisfy underfunded pension and postretirement obligations;
| | - |  | --------------------------------------------------------------------------



| |  |  | our ability to protect intellectual property; and
| | - |  | -------------------------------------------------



| |  |  | the availability of operating cash to service our indebtedness
| | - |  | --------------------------------------------------------------

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 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2009. 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 the Company,
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

We are a leading designer and manufacturer
of high productivity 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 and underground mining. All of our products and services are marketed under the Bucyrus name. We have manufacturing facilities in Australia,
China, Germany, Poland and the United States and service and sales centers in Australia, Brazil, Canada, Chile, China, the Czech Republic, England, India, Mexico, Peru, Russia, South Africa and the United States. The largest markets for our original
equipment and aftermarket parts and service have historically been in Australia, Canada, China, Germany, India, South Africa, South America and the United States. In the future, we expect that the United States, Australia, Brazil, Canada, China,
India and Russia will be increasingly important markets for our surface mining equipment and that the United States, China, Russia, Eastern Europe and India will be increasingly important markets for our underground mining equipment.

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 United States dollars. Our underground mining original equipment is generally sold in either United States dollars or euros. A
portion of our aftermarket parts sales are also denominated in the local currencies of Australia, Brazil, Canada, South Africa and the United Kingdom. Aftermarket services are paid for primarily in local currency, which is naturally hedged by our
payment of local labor in local currency.



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##### Table of Contents

In our surface mining segment, overall quoting activity for our original equipment in the first quarter
of 2009 decreased compared to the fourth quarter of 2008. The decrease was primarily in electric mining shovels and blasthole drills. Quoting activity for draglines remained consistent with fourth quarter 2008 levels. We currently expect the reduced
level of demand for our original equipment to continue for the reminder of 2009. New orders for our surface mining aftermarket parts and service increased for the first quarter of 2009 compared to the fourth quarter of 2008. Our quoting activity in
the first quarter of 2009 remained consistent with the fourth quarter of 2008.

In our underground mining segment, quoting activity for our
original equipment declined from the fourth quarter of 2008, which we believe was primarily caused by low spot coal prices causing our customers to delay original equipment orders and extend the life of existing machines. Our underground mining
segment quoting activity for aftermarket parts and service in the first quarter of 2009 remained consistent with fourth quarter 2008 levels.

Backlog
and New Orders

Our backlog level, which represents unfilled orders for our products and services, allows us to more accurately forecast
our upcoming sales and plan our production accordingly. Our backlog also provides us with a relatively predictive level of expected 2009 sales and cash flows. Due to the high cost of some of our original equipment, our backlog is subject to
volatility, particularly over relatively short periods. A portion of our surface mining backlog is related to multi-year maintenance and repair contracts that will generate revenue in future years. Our backlog at March 31, 2009 and
December 31, 2008, as well as the portion of our backlog which is expected to be recognized within 12 months of these dates, was as follows:



|                    |  |                        |           |                   |   |           |  |       |   
|------------------- |  | ---------------------- | --------- | ----------------- | - | --------- |  | ----- | --
|                    |  | March 31, 2009         |           | December 31, 2008 |   | % Change  | 
|                    |  | (Dollars in thousands) |           |                   |  
|Surface Mining:     |  |                        |           |                   |   |           |  |       |   
|Total               |  | $                      | 1,298,387 |                   | $ | 1,367,242 |  | (5.0  | )%
|Next 12 months      |  | $                      | 782,746   |                   | $ | 906,884   |  | (13.7 | )%
|Underground Mining: |  |                        |           |                   |   |           |  |       |   
|Total               |  | $                      | 1,043,305 |                   | $ | 1,135,212 |  | (8.1  | )%
|Next 12 months      |  | $                      | 876,671   |                   | $ | 806,074   |  | 8.8   | % 
|Total:              |  |                        |           |                   |   |           |  |       |   
|Total               |  | $                      | 2,341,692 |                   | $ | 2,502,454 |  | (6.4  | )%
|Next 12 months      |  | $                      | 1,659,417 |                   | $ | 1,712,958 |  | (3.1  | )%



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##### Table of Contents

New orders were as follows:



|                              |  |                          |         |         |   |           |  |       |   
|----------------------------- |  | ------------------------ | ------- | ------- | - | --------- |  | ----- | --
|                              |  | Quarters Ended March 31, |         | %Change |  
|                              |  | 2009                     |         | 2008    |  
|                              |  | (Dollars in thousands)   |         |         |  
|Surface Mining:               |  |                          |         |         |   |           |  |       |   
|                              |  |                          |        
|Original equipment            |  | $                        | 95,557  |         | $ | 260,790   |  | (63.4 | )%
|                              |  |                          |        
|Aftermarket parts and service |  |                          | 146,591 |         |   | 354,709   |  | (58.7 | )%
|                              |  |                          |         |         |   |           |  |       |   
|                              |  |                          |        
|                              |  |                          | 242,148 |         |   | 615,499   |  | (60.7 | )%
|                              |  |                          |         |         |   |           |  |       |   
|                              |  |                          |        
|Underground Mining:           |  |                          |         |         |   |           |  |       |   
|                              |  |                          |        
|Original equipment            |  |                          | 98,017  |         |   | 353,108   |  | (72.2 | )%
|                              |  |                          |        
|Aftermarket parts and service |  |                          | 104,817 |         |   | 124,384   |  | (15.7 | )%
|                              |  |                          |         |         |   |           |  |       |   
|                              |  |                          |        
|                              |  |                          | 202,834 |         |   | 477,492   |  | (57.5 | )%
|                              |  |                          |         |         |   |           |  |       |   
|                              |  |                          |        
|Total:                        |  |                          |         |         |   |           |  |       |   
|                              |  |                          |        
|Original equipment            |  |                          | 193,574 |         |   | 613,898   |  | (68.5 | )%
|                              |  |                          |        
|Aftermarket parts and service |  |                          | 251,408 |         |   | 479,093   |  | (47.5 | )%
|                              |  |                          |         |         |   |           |  |       |   
|                              |  |                          |        
|                              |  | $                        | 444,982 |         | $ | 1,092,991 |  | (59.3 | )%
|                              |  |                          |         |         |   |           |  |       |   

The decrease in surface mining original equipment new orders in the first quarter of 2009 was
primarily due to fewer electric mining shovel orders in the quarter, which we believe resulted primarily from reduced demand for commodities mined by our equipment as a result of the global economic recession. Included in surface mining aftermarket
parts and service new orders for the first quarter of 2009 was $5.8 million related to multi-year maintenance and repair contracts that will generate revenue in future years, compared to $209.8 million in the first quarter of 2008, which included
one exceptionally large order. These contracts vary in size and are not typically received on a regular basis. Underground original equipment new orders for the first quarter of 2008 included an order in the Czech Republic for five longwall systems.
Approximately $16.0 million of new orders in our underground mining backlog at December 31, 2008 were cancelled during the first quarter of 2009. New orders for the first quarter of 2009 were negatively impacted by approximately $25.0 million
due to the effect of the stronger U.S. dollar on sales denominated in foreign currencies compared to the first quarter of 2008.



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##### Table of Contents

Results of Operations

Quarter Ended March 31, 2009 Compared to Quarter Ended March 31, 2008



|                                             |  |                          |         |            |      |   |        |   |            |  |      |  
|-------------------------------------------- |  | ------------------------ | ------- | ---------- | ---- | - | ------ | - | ---------- |  | ---- | -
|                                             |  | Quarters Ended March 31, |        
|                                             |  | 2009                     |         |            | 2008 |  
|                                             |  | Amount                   |         | % of Sales |      |   | Amount |   | % of Sales | 
|                                             |  | (Dollars in thousands)   |        
|Sales                                        |  | $                        | 605,744 |            |     |   |        | $ | 516,981    |  |     |  
|Gross profit                                 |  | $                        | 170,185 |            | 28.1 | % |        | $ | 141,585    |  | 27.4 | %
|Selling, general and administrative expenses |  | $                        | 61,053  |            | 10.1 | % |        | $ | 59,481     |  | 11.5 | %
|Operating earnings                           |  | $                        | 94,592  |            | 15.6 | % |        | $ | 67,532     |  | 13.1 | %
|Net earnings                                 |  | $                        | 56,901  |            | 9.4  | % |        | $ | 41,081     |  | 7.9  | %

Sales

Sales consisted of the following:



|                              |  |                          |         |          |   |         |  |      |  
|----------------------------- |  | ------------------------ | ------- | -------- | - | ------- |  | ---- | -
|                              |  | Quarters Ended March 31, |         | % Change |  
|                              |  | 2009                     |         | 2008     |  
|                              |  | (Dollars in thousands)   |         |          |  
|Surface Mining:               |  |                          |         |          |   |         |  |      |  
|Original equipment            |  | $                        | 146,976 |          | $ | 143,008 |  | 2.8  | %
|Aftermarket parts and service |  |                          | 164,027 |          |   | 141,050 |  | 16.3 | %
|                              |  |                          |         |          |   |         |  |      |  
|                              |  |                          |        
|                              |  |                          | 311,003 |          |   | 284,058 |  | 9.5  | %
|                              |  |                          |         |          |   |         |  |      |  
|                              |  |                          |        
|Underground Mining:           |  |                          |         |          |   |         |  |      |  
|Original equipment            |  |                          | 181,068 |          |   | 141,116 |  | 28.3 | %
|Aftermarket parts and service |  |                          | 113,673 |          |   | 91,807  |  | 23.8 | %
|                              |  |                          |         |          |   |         |  |      |  
|                              |  |                          |        
|                              |  |                          | 294,741 |          |   | 232,923 |  | 26.5 | %
|                              |  |                          |         |          |   |         |  |      |  
|                              |  |                          |        
|Total:                        |  |                          |         |          |   |         |  |      |  
|Original equipment            |  |                          | 328,044 |          |   | 284,124 |  | 15.5 | %
|Aftermarket parts and service |  |                          | 277,700 |          |   | 232,857 |  | 19.3 | %
|                              |  |                          |         |          |   |         |  |      |  
|                              |  |                          |        
|                              |  | $                        | 605,744 |          | $ | 516,981 |  | 17.2 | %
|                              |  |                          |         |          |   |         |  |      |  

The increase in surface mining original equipment sales for the first quarter of 2009 compared to
the first quarter of 2008 was primarily in electric mining shovels, offset by a decrease in sales from draglines. The increase in electric mining shovel sales was primarily due to our increased capacity as a result of the expansion of our
manufacturing facility in South Milwaukee, Wisconsin. The increase in surface mining aftermarket parts and service sales was primarily in the Chilean and Australian markets. Moderate increases in sales to customers in Brazil and China offset a
decline in Canada. First quarter 2009 surface mining sales were negatively impacted by $16.8 million due to the effect of the stronger U.S. dollar on sales denominated in foreign currencies compared to the first quarter of 2008.



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##### Table of Contents

The increase in underground mining original equipment sales for the first quarter of 2009 compared to the
first quarter of 2008 was primarily the result of strong longwall system sales related to a large order in the Czech Republic received in early 2008. The increase in underground mining aftermarket parts and service sales was primarily in the United
States. First quarter 2009 underground mining sales were negatively impacted by $20.6 million due to the effect of the stronger U.S. dollar on sales denominated in foreign currencies compared to the first quarter of 2008.

Gross Profit

Gross profit for the
first quarter of 2009 was $170.2 million, or 28.1% of sales, compared to $141.6 million, or 27.4% of sales, for the first quarter of 2008. Gross profit was affected by purchase accounting adjustments as a result of the acquisition of DBT GmbH
(DBT) in 2007 as follows:



|                                                           |  |                          |      |   |      |   |       |   
|---------------------------------------------------------- |  | ------------------------ | ---- | - | ---- | - | ----- | --
|                                                           |  | Quarters Ended March 31, |     
|                                                           |  | 2009                     |      |   | 2008 |  
|                                                           |  | (Dollars in thousands)   |     
|(Increase) decrease due to purchase accounting adjustments |  | $                        | (485 | ) |      | $ | 8,747 |   
|                                                           |  |                         
|Gross margin increase (reduction)                          |  |                          | 0.1  | % |      |   | (1.7  | )%

The increase in gross profit was primarily due to increased surface and underground mining sales.
Excluding the effect of purchase accounting adjustments, gross profit was 28.0% of sales for the first quarter of 2009 compared to 27.4% of sales for the first quarter of 2008, with the decrease due primarily to the mix of original equipment orders
in our underground mining segment. The warranty reserve balance at March 31, 2009 has declined from March 31, 2008 primarily due to the improved reliability of our equipment which results in a lower reserve requirement, primarily in the
underground mining segment.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the first quarter of 2009 were $61.1 million, or 10.1% of sales, compared to $59.5 million, or 11.5% of
sales, for the first quarter of 2008.

Research and Development Expenses

Research and development expenses for the first quarter of 2009 were $9.4 million, or 1.5% of sales, compared to $8.2 million, or 1.6% of sales, for
the first quarter of 2008. The increase was primarily due to further development of our surface mining original equipment products.

Amortization of Intangible Assets

Amortization of intangible assets acquired in the DBT acquisition was $4.9 million for
the first quarter of 2009, compared to $5.8 million for the first quarter of 2008. Amortization of intangible assets acquired in the DBT acquisition is expected to be approximately $3.5 million to $4.0 million per quarter through April 2019.



27



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##### Table of Contents

Operating Earnings

Operating earnings were as follows:



|                   |  |                          |         |   |         |   |        |   |  |       |   
|------------------ |  | ------------------------ | ------- | - | ------- | - | ------ | - |  | ----- | --
|                   |  | Quarters Ended March 31, |         |   | %Change |  
|                   |  | 2009                     |         |   | 2008    |   |       
|                   |  | (Dollars in thousands)   |         |   |         |  
|Surface mining     |  | $                        | 65,032  |   |         | $ | 54,344 |   |  | 19.7  | % 
|Underground mining |  |                          | 37,347  |   |         |   | 19,249 |   |  | 94.0  | % 
|                   |  |                          |         |   |         |   |        |   |  |       |   
|                   |  |                          |        
|Total operations   |  |                          | 102,379 |   |         |   | 73,593 |   |  | 39.1  | % 
|                   |  |                          |        
|Corporate          |  |                          | (7,787  | ) |         |   | (6,061 | ) |  | (28.5 | )%
|                   |  |                          |         |   |         |   |        |   |  |       |   
|                   |  |                          |        
|Consolidated total |  | $                        | 94,592  |   |         | $ | 67,532 |   |  | 40.1  | % 
|                   |  |                          |         |   |         |   |        |   |  |       |   

The increase in operating earnings for the first quarter of 2009 was primarily due to increased
gross profit as a result of higher sales in both of our segments. Operating earnings for our underground mining segment were reduced by purchase accounting adjustments related to the acquisition of DBT of $4.1 million for the first quarter of 2009,
compared to $14.3 million for the first quarter of 2008. Amortization of intangible assets acquired in the DBT acquisition is expected to be approximately $3.5 million to $4.0 million per quarter through April 2019.

Interest Expense

Interest expense
was $6.9 million for the first quarter of 2009 compared to $8.1 million for the first quarter of 2008. The decrease in interest expense in 2009 was primarily due to lower interest rates on our term loan debt.

Net Earnings

Net earnings for the
first quarter of 2009 were $56.9 million, or $0.76 per share on a fully diluted basis, compared to $41.1 million, or $0.55 per share on a fully diluted basis, for the first quarter of 2008. Net earnings were reduced (increased) in 2009 by
amortization of purchase accounting adjustments related to the acquisition of DBT as follows:



|                                                                |  |                          |       |   |      |   |        |  
|--------------------------------------------------------------- |  | ------------------------ | ----- | - | ---- | - | ------ | -
|                                                                |  | Quarters Ended March 31, |      
|                                                                |  | 2009                     |       |   | 2008 |  
|                                                                |  | (Dollars in thousands)   |      
|Inventory fair value adjustment charged to cost of product sold |  | $                        |      |   |      | $ | 8,859  |  
|                                                                |  |                         
|Amortization of intangible assets                               |  |                          | 4,715 |   |      |   | 5,796  |  
|                                                                |  |                         
|Depreciation of fixed assets                                    |  |                          | (655  | ) |      |   | (355   | )
|                                                                |  |                          |       |   |      |   |        |  
|                                                                |  |                         
|Operating earnings                                              |  |                          | 4,060 |   |      |   | 14,300 |  
|                                                                |  |                         
|Income tax benefit                                              |  |                          | 1,333 |   |      |   | 4,782  |  
|                                                                |  |                          |       |   |      |   |        |  
|                                                                |  |                         
|Total                                                           |  | $                        | 2,727 |   |      | $ | 9,518  |  
|                                                                |  |                          |       |   |      |   |        |  



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##### Table of Contents

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 for
the quarters ended March 31, 2009 and 2008, in each case compared to the same period in the prior year:



|                                          |  |                          |         |   |      |   |      
|----------------------------------------- |  | ------------------------ | ------- | - | ---- | - | -----
|                                          |  | Quarters Ended March 31,
|                                          |  | 2009                     |         |   | 2008
|                                          |  | (Dollars in thousands)  
|(Decrease) increase in sales              |  | $                        | (37,346 | ) |      | $ | 6,025
|(Decrease) increase in gross profit       |  | $                        | (10,876 | ) |      | $ | 885  
|(Decrease) increase in operating earnings |  | $                        | (5,744  | ) |      | $ | 312  

EBITDA

EBITDA was as follows:



|                             |  |                          |         |   |          |   |        |   |  |      |  
|---------------------------- |  | ------------------------ | ------- | - | -------- | - | ------ | - |  | ---- | -
|                             |  | Quarters Ended March 31, |         |   | % Change |  
|                             |  | 2009                     |         |   | 2008     |   |       
|                             |  | (Dollars in thousands)   |         |   |          |  
|EBITDA                       |  | $                        | 105,187 |   |          | $ | 82,938 |   |  | 26.8 | %
|                             |  |                          |        
|EBITDA as a percent of sales |  |                          | 17.4    | % |          |   | 16.0   | % |  |      |  

EBITDA is defined as net earnings before interest income, interest expense, income taxes,
depreciation and amortization. EBITDA includes the impact of non-cash stock compensation expense, severance expenses, loss on disposal of fixed assets and the inventory fair value purchase accounting adjustment charged to cost of products sold.
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 operating activities as reported in our Consolidated Condensed Statements of Cash Flows:



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|                                          |  |                          |         |   |      |   |         |  
|----------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | -
|                                          |  | Quarters Ended March 31, |        
|                                          |  | 2009                     |         |   | 2008 |  
|                                          |  | (Dollars in thousands)   |        
|Net earnings                              |  | $                        | 56,901  |   |      | $ | 41,081  |  
|Interest income                           |  |                          | (1,586  | ) |      |   | (2,202  | )
|Interest expense                          |  |                          | 6,864   |   |      |   | 8,116   |  
|Income tax expense                        |  |                          | 27,388  |   |      |   | 19,770  |  
|Depreciation                              |  |                          | 9,435   |   |      |   | 8,670   |  
|Amortization (1)                          |  |                          | 6,185   |   |      |   | 7,503   |  
|                                          |  |                          |         |   |      |   |         |  
|                                          |  |                         
|EBITDA (2)                                |  |                          | 105,187 |   |      |   | 82,938  |  
|                                          |  |                         
|Changes in assets and liabilities         |  |                          | (31,137 | ) |      |   | 93,389  |  
|Non-cash stock compensation expense       |  |                          | 2,384   |   |      |   | 1,822   |  
|Loss on disposal of fixed assets          |  |                          | 3       |   |      |   | 560     |  
|Interest income                           |  |                          | 1,586   |   |      |   | 2,202   |  
|Interest expense                          |  |                          | (6,864  | ) |      |   | (8,116  | )
|Income tax expense                        |  |                          | (27,388 | ) |      |   | (19,770 | )
|                                          |  |                          |         |   |      |   |         |  
|                                          |  |                         
|Net cash provided by operating activities |  | $                        | 43,771  |   |      | $ | 153,025 |  
|                                          |  |                          |         |   |      |   |         |  
|                                          |  |                         
|Net cash used in investing activities     |  | $                        | (20,014 | ) |      | $ | (21,628 | )
|                                          |  |                          |         |   |      |   |         |  
|                                          |  |                         
|Net cash used in financing activities     |  | $                        | (58,254 | ) |      | $ | (19,973 | )
|                                          |  |                          |         |   |      |   |         |  



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

|(2) | Certain charges that were deducted in calculating EBITDA for each of the periods presented is presented in the following table. These items include (a) non-cash stock
compensation expense related to our equity incentive plans, (b) severance expenses for personnel changes in the ordinary course, (c) loss on disposals of fixed assets in the ordinary course, and (d) the inventory fair value purchase
accounting adjustment related to the acquisition of DBT charged to cost of products sold. We believe this table, when reviewed in connection with our presentation of EBITDA, provides additional information that is useful to our management and
investors for measuring comparative operating performance between time periods and among companies. In addition to EBITDA, our management assesses the charges presented in this table when preparing our annual operating budget and financial
projections. Specifically, we believe that this table allows our management and investors to assess our operating performance during the periods these charges were incurred, on a consistent basis with the periods during which these charges were not
incurred.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|                                                                 |  |                          |       |      |   |       
|---------------------------------------------------------------- |  | ------------------------ | ----- | ---- | - | ------
|                                                                 |  | Quarters Ended March 31,
|                                                                 |  | 2009                     |       | 2008
|                                                                 |  | (Dollars in thousands)  
|Non-cash stock compensation expense                              |  | $                        | 2,384 |      | $ | 1,822 
|Severance expense                                                |  |                          | 296   |      |   | 280   
|Loss on disposal of fixed assets                                 |  |                          | 3     |      |   | 560   
|Inventory fair value adjustment charged to cost of products sold |  |                          |      |      |   | 8,859 
|                                                                 |  |                          |       |      |   |       
|                                                                 |  |                         
|                                                                 |  | $                        | 2,683 |      | $ | 11,521
|                                                                 |  |                          |       |      |   |       

Liquidity and Capital Resources

Description of Credit Facilities

Our
credit facilities include a secured revolving credit facility of $357.5 million, an unsecured German revolving credit facility of 65.0 million, each of which mature on May 4, 2012, and a term loan facility of $400.0 million plus
75.0 million with a maturity date of May 4, 2014. The entire secured revolving credit facility may be used for letters of credit. At December 31, 2008, we classified the entire revolving credit facility balance of $55.2 million
as current maturities of long-term debt and short-term obligations because we intended to repay the outstanding balance early in 2009.

Borrowings under our secured revolving credit facility bear interest, payable no less frequently than quarterly, at (1) LIBOR plus between 1.25% and 1.75% (based on our total leverage ratio) for U.S. dollar denominated LIBOR loans,
(2) a base rate determined by reference to the greater of the U.S. prime lending rate and the federal funds rate plus between 0.25% and 0.75% (based on our total leverage ratio) for U.S. dollar denominated base rate loans and (3) EURIBOR
plus between 1.25% and 1.75% (based on our total leverage ratio) for Euro denominated loans. The interest rates under our secured revolving credit facility are subject to change based on the total leverage ratio. The unsecured German revolving
credit facility bears interest, payable no less frequently than quarterly, at EURIBOR plus 1.75%. Under each revolving credit facility, we have agreed to pay a commitment fee based on the unused portion of such facilities, payable quarterly, at
rates ranging from 0.25% to 0.50% depending on the total leverage ratio, and when applicable, customary letter of credit fees. Borrowings under our term loan facility bear interest, payable no less frequently than quarterly, at (a) LIBOR plus
1.50% for U.S. dollar denominated LIBOR loans, (2) the base rate plus 0.50% for U.S. dollar denominated base rate loans and (3) EURIBOR plus 1.75% for Euro denominated loans.

At March 31, 2009, we had no borrowings under our secured revolving credit facility or our unsecured German credit facility. The amount potentially
available for borrowings under our secured revolving credit facility at March 31, 2009 was $274.1 million, after taking into account $83.4 million of issued letters of credit. The amount potentially available for borrowings under our unsecured
German credit facility at March 31, 2009 was $46.2 million (34.8 million), after taking into account $40.1 million (30.2 million) of issued letters of credit. At March 31, 2009, we had borrowings under our term loan facility of
$492.3 million ($394.0 million plus 73.9 million) at a weighted average annual interest rate of 2.61%, plus the applicable spread. To manage a portion of our exposure to changes in LIBOR-based interest rates, we have entered into interest rate
swap agreements that effectively fix the interest payments on $468.0 million ($375.0



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##### Table of Contents

million plus 70.0 million) of outstanding borrowings under our term loan facility at a weighted average interest rate of 3.5%, plus the applicable
spread. Two of these swaps totaling $31.6 million ($25.0 million plus 5.0 million) became effective on April 1, 2009.

Our
credit facilities contain operating and financial covenants that, among other things, could limit our ability to obtain additional sources of capital. Our financial covenants require that we maintain a total leverage ratio, calculated on a trailing
four-quarter basis, of not more than 3.50 to 1.00. The total leverage ratio is calculated as the ratio of consolidated indebtedness (which is net of cash) to consolidated operating profit (which excludes, among other things, certain non-cash
charges, as discussed more fully in the credit facilities). At March 31, 2009, we were in compliance with all covenants and other requirements in our credit facilities.

Cash Requirements

Our cash balance
decreased to $64.8 million at March 31, 2009 from $102.4 million at December 31, 2008. The decrease was primarily the result of repaying $55.2 million of our revolving credit facility and contributing an additional $13.2 million to one of
our pension plans.

Our customers generally are contractually obligated to make progress payments under purchase contracts for machine
orders and certain large parts orders. As a result, we do not anticipate significant outside financing requirements to fund production of our original equipment and do not believe that original equipment sales will have a material adverse effect on
our liquidity, although the issuance of letters of credit reduces the amount available for borrowings under our revolving credit facilities. If additional borrowings are necessary during the remainder of 2009, we believe we have sufficient capacity
under our existing revolving credit facilities.

Inventory increased to $673.5 million at March 31, 2009 from $616.7 million at
December 31, 2008. The increase was primarily due to the build up of work-in-process on orders and potential orders in our underground mining segment that have been delayed per our customers requests. These orders are expected to ship
later this year. Consolidated inventory turns remain at 3.1.

Capital expenditures for the first quarter of 2009 were $11.2 million
compared to $21.2 million for the first quarter of 2008. Included in capital expenditures for the first quarter of 2009 and 2008 were $4.1 million and $7.5 million, respectively, related to our surface mining expansion program and additional
renovations of our South Milwaukee, Wisconsin facilities. We expect our capital expenditures in 2009 to be between $60.0 million and $70.0 million, which includes approximately $2.5 million to complete the expansion of our facility in Wyoming,
approximately $8.0 million for the completion of phase three of our South Milwaukee, Wisconsin expansion and approximately $3.5 million for the additional renovations at our South Milwaukee, Wisconsin facility. We are closely monitoring our capital
spending in relation to current economic conditions and business levels. We believe cash flows from operating activities and funds available under our revolving credit facilities will be sufficient to fund our expected capital expenditures during
2009.

At March 31, 2009, there were approximately $179.7 million of standby letters of credit outstanding under all of our bank
facilities.



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At March 31, 2009, we had contractual obligations of approximately $6.7 million with respect to our
surface mining expansion and renovation programs. At March 31, 2009, there have been no other material changes to the contractual obligations as presented in our Form 10-K for the year ended December 31, 2008.

In addition to the obligations noted above, we currently anticipate estimated cash funding requirements for interest, dividends and income taxes of
approximately $24 million, $6 million and $105 million, respectively, during the remainder of 2009.

During the remainder of 2009, 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 cash requirements for the remainder of 2009. 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
March 31, 2009, we had $584.0 million of accounts receivable compared to $636.5 million of accounts receivable at December 31, 2008. Receivables at March 31, 2009 and December 31, 2008 included $253.1 million and $209.7 million,
respectively, of revenues from long-term contracts which were not billable at these dates. Billed receivables decreased at March 31, 2009 due to large customer collections during the quarter. Customer requested delays of sold orders, poor
conditions in global financial markets or global or regional recessionary economic conditions could cause us difficulty in collecting outstanding accounts receivable.

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. In accordance with American Institute of Certified Public Accountants Statement of Position No. 81-1 Accounting for
Performance of ConstructionType and Certain Production-Type Contracts, these payments are recorded as Liabilities to Customers on Uncompleted Contracts and Warranties.

Critical Accounting Policies and Estimates

See Critical Accounting Policies and Estimates in the
Managements Discussion and Analysis section of our 2008 Annual Report to Stockholders. There have been no material changes to these policies.



33



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##### Table of Contents

|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 $468.0 million ($375.0 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 March 31, 2009. Based on this analysis, we have determined that a 10% change in the weighted average interest rate as of March 31, 2009 would have the effect of changing our interest expense on an annual basis by
approximately $0.1 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 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. We sell most of our
surface mining aftermarket parts in United States dollars, with limited aftermarket parts sales denominated in the local currencies of Australia, Brazil, Canada, South Africa and the United Kingdom. Both surface mining and underground mining
aftermarket services are paid primarily in local currency, with a natural partial currency hedge through payment for local labor in local currency. The value, in United States dollars, of our investments in our foreign subsidiaries and of dividends
paid to us by those subsidiaries will be affected by changes in exchange rates. We enter into currency hedges to help mitigate currency exchange risks.

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

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



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##### Table of Contents

|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 March 31, 2009. Based upon their evaluation of these disclosure controls and procedures, our Chief Executive Officer and Chief Financial
Officer and Secretary concluded that the disclosure controls and procedures were effective as of March 31, 2009 to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time period specified in the Securities and Exchange Commission rules and forms, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is
accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

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



35



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##### Table of Contents

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

Not applicable.



|Item 1A. | Risk Factors.
|-------- | -------------

Not applicable.



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

Not applicable.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

Not applicable.



|Item 4. | Submission of Matters to a Vote of Security Holders.
|------- | ----------------------------------------------------

Not applicable.



|Item 5. | Other Information.
|------- | ------------------

Not applicable.



|Item 6. | Exhibits.
|------- | ---------

See Exhibit Index on last page of this
report.



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##### Table of Contents

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)
|                   |  | 
|                   |  |  |  | /s/ Mark J. Knapp                       
|                   |  |  |  | Mark J. Knapp                           
|                   |  |  |  | Corporate Controller                    
|Date: May 11, 2009 |  |  |  | Principal Accounting Officer            
|                   |  | 
|                   |  |  |  | /s/ Craig R. Mackus                     
|                   |  |  |  | Craig R. Mackus                         
|                   |  |  |  | Chief Financial Officer and Secretary   
|Date: May 11, 2009 |  |  |  | Principal Financial Officer             
|                   |  | 
|                   |  |  |  | /s/ Timothy W. Sullivan                 
|                   |  |  |  | Timothy W. Sullivan                     
|Date: May 11, 2009 |  |  |  | President and Chief Executive Officer   
|                   |  |  |  |                                         



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EXHIBIT INDEX



|               |  |                                                                                                                                        
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                            
|10.1           |  | Bucyrus International, Inc. Non-Employee Director Compensation effective April 1, 2009.                                                
|               | 
|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.