10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED OCTOBER 31, 2001

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 1-9299

JOY GLOBAL INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware (State of Incorporation)	39-1566457 (I.R.S. Employer Identification No.)
100 East Wisconsin Ave, Suite 2780, Milwaukee, Wisconsin (Address of Principal Executive Office)	53202 (Zip Code)
Registrant's Telephone Number, Including Area Code: (414) 319-8500

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

TITLE OF CLASS	Name of each exchange on which registered
10.75% Senior Notes Due 2006	AMEX

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

TITLE OF CLASS	Name of each exchange on which registered
Common Stock, $1 Par Value	Nasdaq

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

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ X ] No [ ]

The aggregate market value of Registrant's Common Stock held by non-affiliates, as of January 14, 2002, based on a closing price of $16.65 per share, was approximately $661.7 million.

The number of shares outstanding of Registrant's Common Stock, as of January 14, 2002, was 39,743,681.

Documents incorporated by reference: the information required by Part III, Items 10, 11, 12 and 13, is incorporated by reference to the Company's Proxy Statement for the Company's 2002 annual meeting.

Joy Global Inc.

INDEX TO
ANNUAL REPORT ON FORM 10-K
For The Year Ended October 31, 2001

		Page
Part I
Item 1.	Business	4
Item 2.	Properties	10
Item 3.	Legal Proceedings	12
Item 4.	Submission of Matters to a Vote of Security Holders	13
Part II
Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters	14
Item 6.	Selected Financial Data	14
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 8.	Financial Statements and Supplementary Data	26
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
Part III
Items 10, 11, 12 and 13 are incorporated by reference to the Company's Proxy Statement
for the Company's 2002 annual meeting.
Part IV
Item 14.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K	29
	Signatures	F-45

PART I

     This document contains forward-looking statements. When used in this document, terms such as "anticipate", "believe", "estimate", "expect", "indicate", "may be", "objective", "plan", "predict", "will be", and the like are intended to identify such statements. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ from those described in the forward-looking statements as a result of various factors, many of which are beyond the control of the Company. Forward-looking statements are based upon management's expectations at the time they are made. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from such expectations ("Cautionary Statements") are described generally below and disclosed elsewhere in this Report. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by the Cautionary Statements.

     Factors that could cause actual results to differ materially from those contemplated include:

     Factors affecting customers' purchases of new equipment, rebuilds, parts and services such as: production capacity, stockpiles, and production and consumption rates of coal, copper, iron ore, gold, oil and other ores and minerals; the cash flows of customers; the cost and availability of financing to customers and the ability of customers to obtain regulatory approval for investments in mining projects; consolidations among customers; work stoppages at customers or providers of transportation; and the timing, severity and duration of customer buying cycles.

     Factors affecting the Company's ability to capture available sales opportunities, including: customers' perceptions of the quality and value of the Company's products and services as compared to competitors' products and services; whether the Company has successful reference installations to display to customers; customers' perceptions of the health and stability of the Company as compared to its competitors; the Company's ability to assist customers with competitive financing programs; and the availability of manufacturing capacity at the Company's factories.

     Factors affecting general business levels, such as: political and economic turmoil in major markets such as the United States, Canada, Europe, Asia and the Pacific Rim, South Africa, Australia, Russia, Indonesia, Brazil and Chile; environmental and trade regulations; commodity prices; and the stability and ease of exchange of currencies.

     Factors affecting the Company's ability to successfully manage sales it obtains, such as: the accuracy of the Company's cost and time estimates for major projects; the adequacy of the Company's systems to manage major projects and its success in completing projects on time and within budget; the Company's success in recruiting and retaining managers and key employees; wage stability and cooperative labor relations; plant capacity and utilization; and whether acquisitions are assimilated and divestitures completed without notable surprises or unexpected difficulties.

     Factors affecting the Company's general business, such as: unforeseen patent, tax, product, environmental, employee health and benefit, or contractual liabilities; nonrecurring restructuring and other special charges; changes in accounting or tax rules or regulations; reassessments of asset valuations for such assets as receivables, inventories, fixed assets and intangible assets; and leverage and debt service.

Item 1.  Business

General

     Joy Global Inc. (the "Company" or the "Successor Company") was known as Harnischfeger Industries, Inc. (the "Predecessor Company") prior to the Company's emergence from Chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code") on July 12, 2001 (the "Effective Date"). The Company is the direct successor to a business begun over 115 years ago which, at October 31, 2001, through its subsidiaries, manufactures and markets products classified into two business segments: underground mining machinery (Joy Mining Machinery or "Joy") and surface mining equipment (P&H Mining Equipment or "P&H"). Joy is a major manufacturer of underground mining equipment for the extraction of bedded minerals and offers comprehensive service locations near major mining regions worldwide. P&H is a major producer of surface mining equipment for the extraction of ores and minerals and provides extensive operational support for many types of equipment used in surface mining.

Chapter 11 Filing and Emergence

     On June 7, 1999 (the "Petition Date"), the Predecessor Company and substantially all of its domestic operating subsidiaries filed voluntary petitions for reorganization under the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The Predecessor Company operated its business and managed its assets in the ordinary course as debtor-in-possession, and obtained court approval for transactions outside the ordinary course of business. All liabilities of the Predecessor Company outstanding at the Petition Date were reclassified to liabilities subject to compromise.

     By order dated May 29, 2001, the Bankruptcy Court confirmed the Third Amended Joint Plan of Reorganization (the "Amended POR") of the Predecessor Company. Effective July 12, 2001, the Predecessor Company entered into a secured credit facility with Deutsche Banc Alex. Brown and other lenders. Concurrently, the Predecessor Company entered into an indenture dated July 10, 2001 (the "Senior Note Indenture") providing for the issuance of 10.75% Senior Notes due 2006. As a result, all conditions precedent to the effectiveness of the Amended POR were met, the Amended POR became effective, and the Predecessor Company changed its name to Joy Global Inc. The Company formally emerged from bankruptcy on the Effective Date.

     The Company's reorganization plan provides that fifty million shares of new common stock be distributed to holders of allowed pre-petition claims against the Predecessor Company. On July 31, 2001, the Company distributed 39,743,681 shares of common stock to holders of such claims. The initial distribution equated one share of Joy Global Inc. common stock to a $28.60 allowed claim and was based on approximately $1.43 billion of "current adjusted claims", approximately $1.14 billion of which related to resolved claims and approximately $290 million of which related to provisions for unresolved claims. Future distributions of stock are expected to take place at six-month intervals as the remaining bankruptcy related claims are resolved. The Company estimates that, if such claims are resolved as the Company currently anticipates, "total projected claims" or the total amount of claims after all claims have been resolved will be approximately $1.20 billion. While this number has not changed significantly since it was included in the Amended POR, given the uncertainties inherent in the claims resolution process, there can be no assurance that the remaining claims will be resolved for the amounts currently estimated by the Company. The amount of stock distributed in each future distribution to holders of pre-petition claims against the Predecessor Company is contingent on the resolution of such claims. For purposes of these financial statements, all fifty million shares that will ultimately be distributed to creditors are treated as outstanding.

     Beginning August 9, 2001, the Company distributed a total of $108.8 million in 10.75% Senior Notes due 2006 (the "Senior Notes") to holders of allowed pre-petition claims against the Company's principal operating subsidiaries, Joy Mining Machinery and P&H Mining Equipment and their domestic subsidiaries. The Company believes that substantially all of such claims were resolved prior to the distribution and that no significant future distributions of Senior Notes will be necessary.

Underground Mining Machinery

     Joy is the world leader in the manufacture of underground mining equipment. It manufactures and services mining equipment for the underground extraction of coal and other bedded materials. Joy has significant facilities in Australia, South Africa, the United Kingdom and the United States, as well as sales offices in Poland, India, Russia, and the People's Republic of China. Joy products include: continuous miners; complete longwall mining systems (consisting of roof supports, an armored face conveyor and a longwall shearer); longwall shearers; roof supports; armored face conveyors; shuttle cars; continuous haulage systems; battery haulers; flexible conveyor trains; and roof bolters. Joy also maintains an extensive network of service and replacement parts distribution centers to rebuild and service equipment and to sell replacement parts in support of its installed base. This network includes eight service centers in the United States and five outside of the United States, all of which are strategically located in major underground mining regions.

Products and Services:

     Continuous miners - Electric, self-propelled continuous miners cut coal using carbide-tipped bits on a horizontal rotating drum. Once cut, the coal is gathered onto an internal conveyor and loaded into a shuttle car or continuous haulage system for transportation to the main mine belt.

     Longwall shearers - A longwall shearer moves back and forth on a conveyor parallel to the coal face. Using carbide-tipped bits on cutting drums at each end, the shearer cuts a meter or more of coal on each pass and simultaneously loads the coal onto an armored face conveyor for transport to the main mine belt. A longwall face may range up to 300 meters in length.

     Roof supports - Roof supports support the mine roof during longwall mining. The supports advance with the longwall shearer, resulting in controlled roof falls behind the supports.

     Armored face conveyors - Armored face conveyers are used in longwall mining to transport coal cut by the shearer to the main mine belt.

     Shuttle cars - Shuttle cars are electric, rubber-tired vehicles used to transport coal from continuous miners to the main mine belt where self-contained chain conveyors in the shuttle cars unload the coal onto the belt. Some models of Joy shuttle cars can carry up to 20 metric tons of coal.

     Continuous haulage systems - The continuous haulage system transports coal from the continuous miner to the main mine belts on a continuous basis versus the batch process used by shuttle cars and battery haulers. It is made up of a series of connected bridge structures that utilize chain conveyors that transport the coal from one bridge structure to the next bridge structure and ultimately to the main mine belts.

     Battery haulers - Battery haulers perform a similar function to shuttle cars. Shuttle cars are powered by electricity and battery haulers are powered by portable batteries.

     Flexible conveyor trains (FCT) - FCT's are electric powered, self-propelled conveyor systems to provide continuous haulage of coal from a continuous miner to the main mine belt. The coal conveyor operates independently from the track chain propulsion system, allowing the FCT to move and convey coal simultaneously. Available in lengths of up to 420 feet, the FCT is able to negotiate multiple 90-degree turns in an underground mine infrastructure.

     Roof bolters - Roof bolters are roof drills used to bore holes in the mine roof and to insert long metal bolts into the holes to prevent roof falls.

     Joy utilizes its aftermarket infrastructure to quickly and efficiently provide customers with high-quality parts, exchange components, repairs, rebuilds, whole machine exchanges and service. Joy's cost-per-ton programs allow its customers to pay fixed prices for each ton of material mined in order to match equipment costs with revenues, to reduce capital requirements, and ensure quality aftermarket parts and services for the life of the contract.

     The Joy business has demonstrated cyclicality over the years. This cyclicality is driven primarily by product life cycles, new product introductions, competitive pressures and other economic factors affecting the mining industry such as commodity prices (particularly coal prices) and company consolidation in the coal mining industry.

Surface Mining Equipment

     P&H is the world's largest producer of electric mining shovels and walking draglines. In addition, P&H is a significant producer of large diameter blasthole drills and dragline bucket products. P&H has facilities in Canada, Australia, South Africa, Brazil, Chile and the United States, as well as sales offices in Russia, Mexico and the People's Republic of China. P&H products are used in mines, quarries and earth moving operations in the digging and loading of copper, coal, iron ore, oil sands, gold, lead, zinc, bauxite, uranium, phosphate, stone, clay and other minerals and ores. P&H also is a major provider of manufacturing, repair and support services for the surface mining industry through its MinePro Services group.

Products and Services:

     Electric mining shovels - Mining shovels are primarily used to load copper ore, iron ore, coal, other mineral-bearing materials, overburden, or rock into trucks. There are two basic types of mining shovels, electric and hydraulic. Electric mining shovels are able to handle larger buckets, allowing them to load greater volumes of rock and minerals, while hydraulic shovels are smaller and more maneuverable. The electric mining shovel offers the lowest cost per ton of mineral mined. Its use is determined by size of operation and the availability of electricity. P&H manufactures only electric mining shovels. Buckets can range in size from 14 cubic yards up to 76 cubic yards.

     Walking draglines - Draglines are primarily used to remove overburden, which is the earth located over a coal or mineral deposit, by dragging a large bucket through the overburden, carrying it away and depositing it in a remote spoil pile. P&H's draglines weigh from 500 to 7,500 tons, and are typically described in terms of their "bucket size" which can range from 30 to 160 cubic yards.

     Blasthole drills - Most surface mines require breakage or blasting of rock, overburden, or ore by explosives. To accomplish this, it is necessary to bore out a pattern of holes into which the explosives are placed. Rotary blasthole drills are used to drill these holes and are usually described in terms of the diameter of the hole they bore. The boreholes range in size from 8 5/8 inches in diameter to 22 inches in diameter.

     P&H also is a major provider of manufacturing, repair and support services for the surface mining industry through its MinePro Services group. P&H MinePro Services personnel are strategically located close to customers in major mining centers around the world to provide service, training, repairs, rebuilds, used equipment services, parts and enhancement kits. P&H maintains an extensive network of distribution centers.

     P&H has a relationship in the electric mining shovel business with Kobelco Construction Machinery Co., Ltd. ("Kobe") pursuant to which P&H licenses Kobe to manufacture certain electric mining shovels and related replacement parts in Japan. P&H has the exclusive right to market Kobe-manufactured mining shovels and parts outside Japan. In addition, P&H is party to an agreement with a company in the People's Republic of China licensing the manufacture and sale of two models of electric mining shovels and related components. This relationship provides P&H with an opportunity to sell component parts for shovels built in China.

     P&H's businesses are subject to cyclical movements in the markets. The original equipment market is driven to a large extent by commodity prices. Rising commodity prices lead to the expansion of existing mines, opening of new mines or re-opening of less efficient mines. Increased mining activity requires new machinery. Although the aftermarket segment is much less cyclical, severe reductions in commodity prices result in removing operating machines from mining production and, thus, dampen demand for parts and services. Conversely, significant increases in commodity prices result in higher use of equipment and requirements for more parts and services.

Discontinued Operation

     On October 8, 1999, the Predecessor Company announced its plan to dispose of its pulp and paper machinery segment owned by Beloit Corporation and its subsidiaries ("Beloit"). The Predecessor Company classified Beloit as a discontinued operation in its Consolidated Financial Statements as of October 31, 1999. Most of Beloit's assets were sold pursuant to Bankruptcy Court approved procedures prior to the Effective Date. The Predecessor Company's equity interest in Beloit was transferred to a liquidating trust on the Effective Date as provided for in the Amended POR.

Financial Information

     Financial information about our business segments and geographic areas of operation is contained in Item 8 - Financial Statements and Supplementary Data and Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

Employees

     As of October 31, 2001, the Company employed approximately 7,340 people in its continuing operations, of which approximately 3,930 were employed in the United States. Approximately 1,560 of the U.S. employees are represented by local unions under collective bargaining agreements. The Company believes that it maintains generally good relationships with its employees.

Competitive Conditions

     Joy and P&H conduct their domestic and foreign operations under highly competitive market conditions, requiring that their products and services be competitive in price, quality, service and delivery. The customers for these products are generally large international mining companies with substantial purchasing power.

     Joy's continuous mining machinery, longwall shearers, continuous haulage equipment, roof supports and armored face conveyors compete with a number of worldwide manufacturers of such equipment. Joy's rebuild services compete with a large number of local repair shops. Joy competes with various regional suppliers in the sale of replacement parts for Joy equipment.

     P&H's shovels and draglines compete with similar products and with hydraulic excavators, large rubber-tired front-end loaders and bucket wheel excavators made by several international manufacturers. P&H's large rotary blasthole drills compete with several worldwide drill manufacturers. P&H's aftermarket services compete with a large number of primarily regional suppliers. Manufacturer location is not a significant advantage in this industry.

     Both Joy and P&H compete on the basis of providing superior productivity, reliability and service and lower overall cost to their customers. Both Joy and P&H compete with local and regional service providers in the provision of maintenance, rebuild and other services to mining equipment users.

Backlog

     Backlog represents unfilled customer orders for the Company's products and services. The customer orders that are included in the backlog represent legal commitments by customers, who have satisfied the Company's credit review procedures, to purchase specific products or services from the Company. The following table provides backlog by business segment for the Company's continuing operations as of October 31 for the respective years. These backlog amounts exclude customer arrangements under long-term equipment life cycle management programs that extend for up to thirteen years and totaled approximately $430 million as of October 31, 2001.

In thousands	2001	2000	1999
Underground Mining Machinery	$ 186,705	$ 151,220	$ 190,775
Surface Mining Equipment	45,855	75,734	93,798
Total Backlog	$ 232,560	$226,954	$284,573

      The change in backlog from October 31, 2000 to October 31, 2001 reflects an increase in orders for continuous miners for Underground Mining Machinery, while the decrease in Surface Mining Equipment is associated with a decrease in orders for electric mining shovels.

     As of October 31, 2000 backlog for both of the Company's business segments was less than the backlog as of October 31, 1999. For Underground Mining Machinery, there were fewer unfilled orders for new equipment associated with longwall mining. For Surface Mining Equipment, the decrease in backlog was primarily due to fewer unfilled orders for electric mining shovels as a result of the increase in shovel sales during the 2000 fiscal year compared to the prior year.

Raw Materials

     Joy purchases electric motors, gears, hydraulic parts, electronic components, forgings, steel, clutches and other components and raw materials from outside suppliers. Although Joy purchases certain components and raw materials from a single supplier, alternative sources of supply are available for all such items. Joy believes that it has adequate sources of supply for component parts and raw materials for its manufacturing requirements. No single source is dominant.

     P&H purchases raw and semi-processed steel, castings, forgings, copper and other materials from a number of suppliers. In addition, component parts, such as engines, bearings, controls, hydraulic components and a wide variety of mechanical and electrical items are purchased from a large number of outside suppliers. Purchases of materials and components are made on a competitive basis with no single source being dominant.

Patents and Licenses

     The Company owns numerous patents and trademarks and has patent licenses from others relating to its respective products and manufacturing methods. Also, patent and trademark licenses are granted to others and royalties are received under most of these licenses. While the Company does not consider any particular patent or license or group of patents or licenses to be essential to its respective businesses, it considers its patents and licenses significant to the conduct of its businesses in certain product areas.

Research and Development

     The Company's businesses maintain strong commitments to research and development and pursues technological development through the engineering of new products and systems, the improvement and enhancement of licensed technology, and synergistic acquisitions of technology by segment. Research and development expenses were $2.8 million, $4.8 million, $6.5 million and $11.1 million for the Successor Company 2001 Four Months, Predecessor Company 2001 Eight Months, fiscal 2000 and fiscal 1999, respectively, not including application engineering.

Environmental, Health and Safety Matters

     The Company's domestic activities are regulated by federal, state and local statutes, regulations and ordinances relating to both environmental protection and worker health and safety. These laws govern current operations, require remediation of environmental impacts associated with past or current operations, and under certain circumstances provide for civil and criminal penalties and fines as well as injunctive and remedial relief. The Company's foreign operations are subject to similar requirements as established by their respective countries.

     The Company expends substantial managerial and financial resources in developing and implementing actions for continued compliance with these requirements. The Company believes that it has substantially satisfied these diverse requirements. Because these requirements are complex and, in many areas, rapidly evolving, there can be no guarantee against the possibility of sizeable additional costs for compliance in the future. However, these laws have not had, and are not presently expected to have, a material adverse effect on the Company.

     The Company's operations or facilities have been and may become the subject of formal or informal enforcement actions or proceedings for alleged noncompliance with either environmental or worker health and safety laws or regulations. Such matters have typically been resolved through direct negotiations with the regulatory agency and have typically resulted in corrective actions or abatement programs. However, in some cases, fines or other penalties have been paid.

Item 2. Properties

     As of October 31, 2001, the following principal properties of the Company's operations were owned, except as indicated. All of these properties are generally suitable for operations.

      The Company owns a 94,000 square foot office building in St. Francis, Wisconsin, which was used as its worldwide corporate headquarters. This facility is in the process of being sold. The Company's worldwide corporate headquarters are currently housed in 10,000 square feet of leased space.

Underground Mining Machinery Locations

	Floor Space		Land Area
Location	(Sq. Ft.)		(Acres)	Principal Operations
Franklin, Pennsylvania	739,000		58	Underground mining machinery, components and parts.
Reno, Pennsylvania	121,400		22	Components and parts for mining machinery.
Brookpark, Ohio	85,000		4	Components and parts for mining machinery.
Solon, Ohio	101,200		10.6	Components and parts for mining machinery.
*Abingdon, Virginia	63,400		22	Underground mining machinery and components.
*Bluefield, Virginia	102,160		15	Mining machinery rebuild, service and parts sales.
*Duffield, Virginia	90,000		11	Mining machinery rebuild, service and parts sales.
*Homer City, Pennsylvania	79,920		10	Mining machinery rebuild, service and parts sales.
*Meadowlands, Pennsylvania	117,900		13	Mining machinery rebuild, service and parts sales.
*Mt. Vernon, Illinois	107,130		12	Mining machinery rebuild, service and parts sales.
Price, Utah	44,200		6	Mining machinery rebuild, service and parts sales.
Wellington, Utah	68,000		60	Mining machinery rebuild, service and parts sales.
*McCourt Road, Australia	101,450		33	Underground mining machinery, components and parts.
Parkhurst, Australia	48,570		15	Rebuild service center.
Cardiff, Australia	22,600	(1)	3	Rebuild service center.
Wollongong, Australia	27,000	(1)	4	Roof bolting equipment.
*Steeledale, South Africa	285,140		12.6	Underground mining machinery, components and parts.
*Wadeville, South Africa	185,140		28.6	Underground mining machinery assembly and service.
Pinxton, England	76,000		10	Service and rebuild.
Wigan, England	60,000	(2)	3	Engineering and administration.
*Worcester, England	178,000		13.5	Mining machinery, components and parts.

Surface Mining Equipment Locations

	Floor Space		Land Area
Location	(Sq. Ft.)		(Acres)	Principal Operations
Milwaukee, Wisconsin	1,067,000		46	Electric mining shovels, electric and diesel-electric draglines and large diameter rotary blasthole drills.
*Milwaukee, Wisconsin	180,000		13	Electrical products.
Cleveland, Ohio	270,000		8	Gearing manufacturing.
Cleveland, Ohio	70,000	(3)	2	Rebuild service center.
*Gillette, Wyoming	60,000		6	Rebuild service center.
Evansville, Wyoming	25,000		6	Rebuild service center.
*Mesa, Arizona	40,000		5	Rebuild service center.
*Elko, Nevada	30,000		5	Rebuild service center.
Kilgore, Texas	12,400		4	Rebuild service center.
Calgary, Canada	6,000	(3)	1	Climate control system manufacturing.
*Bassendean, Australia	72,500		5	Components and parts for mining machinery.
*Mt. Thorley, Australia	81,800		11	Components and parts for mining machinery.
*Mackay, Australia	35,500		3	Components and parts for mining machinery.
Johannesburg, South Africa	44,000	(4)	1	Rebuild service center.
*Belo Horizonte, Brazil	37,700		1	Components and parts for mining shovels.
*Santiago, Chile	6,800		1	Rebuild service center.
*Antofagasta, Chile	21,000		1	Rebuild service center.
*Calama, Chile	5,500		1	Rebuild service center.

      (1) Under a month to month lease.
      (2) Under a lease expiring in 2010.
      (3) Under a lease expiring in 2002.
      (4) Under a lease expiring in 2005.

     * Property includes a warehouse.

      Joy operates warehouses in Green River, Wyoming; Pineville, West Virginia; Brookwood, Alabama; Carlsbad, New Mexico; Norton, Virginia; Lovely and Henderson, Kentucky; Cardiff, Emerald, Kurri Kurri, Moranbah and Lithgow, Australia; Hendrina and Secunda, South Africa. All warehouses are owned except for the warehouses in Lovely and Henderson, Kentucky, and Secunda, South Africa, which are leased.

     P&H operates warehouses in Cleveland, Ohio; Hibbing and Virginia, Minnesota; Charleston, West Virginia; Negaunee, Michigan; Hinton, Sparwood, Labrador City and Baie-Comeau, Canada; Iquique, Chile; Johannesburg, South Africa; and Puerto Ordaz, Venezuela. The warehouses in Hibbing and Johannesburg are owned; the others are leased. In addition, P&H leases sales offices throughout the United States and in principal surface mining locations in other countries.

Item 3. Legal Proceedings

     The Company and certain of its present and former senior executives were named as defendants in a class action, captioned In re: Harnischfeger Industries, Inc. Securities Litigation, filed in the United States District Court for the Eastern District of Wisconsin on June 5, 1998. This action seeks damages in an unspecified amount on behalf of a class of purchasers of the Company's common stock, based principally on allegations that the Company's disclosures with respect to certain contracts of a former business unit violated the federal securities laws. The Company and the individual defendants have reached an agreement in principal to settle this matter subject to court approval.

     The Official Committee of Unsecured Creditors of Beloit Corporation, purportedly suing in its own right and in the name and on behalf of Beloit Corporation, filed suit in the Milwaukee County Circuit Court on June 5, 2001 against certain present and former officers of the Company and Beloit Corporation seeking both money damages in excess of $300 million and declaratory relief. Among other things, the plaintiff alleges that the defendants should be held liable for "waste and mismanagement of Beloit's assets." Plaintiff also alleges that settlement agreements reached with certain former officers of the Company constituted fraudulent transfers and should be deemed null and void. The defendants have filed motions for judgment on the pleadings. The plaintiff has agreed that any judgement will be limited to and satisfied out of the Company's available insurance.

     The Beloit Liquidating Trust has filed a Complaint in the Bankruptcy Court on November 21, 2001 alleging that the Company breached its fiduciary duty by allegedly misleading the Official Committee of Unsecured Creditors of Beloit Corporation about the allocation of professional fees during the Company's bankruptcy case. The Complaint requests that the court revoke the confirmation order. The Company has moved to dismiss the Complaint.

     The Beloit Liquidating Trust has also filed a motion in the Bankruptcy Court for reallocation and reimbursement of professional fees and intercompany expenses. The Bankruptcy Court has scheduled an evidentiary hearing on this matter for mid-February 2002.

     John G. Kling, purportedly on his own behalf and "in a representative capacity for the Harnischfeger Industries Employees' Savings Plan," filed suit in the United States District Court for the District of Massachusetts on November 9, 2001, against certain of the Company's present and former employees, officers and directors. This action seeks damages in an unspecified amount based, among other things, on allegations that the members of the Company's Pension Investment Committee, the Pension Committee of the Company's Board of Directors and Fidelity Management Trust Company failed to properly discharge their fiduciary obligations under ERISA with respect to the "Harnischfeger Common Stock Fund" in the Harnischfeger Industries Employees' Savings Plan. As of the date of this report, the defendants had not responded to this suit.

      The Company and its subsidiaries are party to litigation matters and claims that are normal in the course of their operations. Also, as a normal part of their operations, the Company's subsidiaries undertake certain contractual obligations, warranties and guarantees in connection with the sale of products or services. Although the outcome of these matters cannot be predicted with certainty and favorable or unfavorable resolutions may affect the results of operations on a quarter-to-quarter basis, management believes that the results of the above noted litigation and other pending litigation will not have a materially adverse effect on the Company's consolidated financial position, results of operations or liquidity.

     The Company is also involved in a number of proceedings and potential proceedings relating to environmental matters. Although it is difficult to estimate the potential exposure to the Company related to these environmental matters, the Company believes that the resolution of these matters will not have a materially adverse effect on its consolidated financial position, results of operations or liquidity.

See Item 1 - Chapter 11 Filing and Emergence for information regarding our bankruptcy proceedings.

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

      No matters were submitted to a vote of security holders during the last quarter of fiscal 2001.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

      The Company's common stock began trading on the Nasdaq National Market on June 15, 2001 under the symbol "JOYG". The following table sets forth the high bid and low asked prices for the Company's common stock since it began trading on the Nasdaq:

Period	High	Low
June 15 - July 31, 2001	$ 16.90	$ 15.00
August 1 - October 31, 2001	19.45	13.75

      The Predecessor Company's common stock was cancelled at the Effective Date.

Item 6. Selected Financial Data

      The following table sets forth certain selected historical financial data of the Company on a consolidated basis. The selected consolidated financial data was derived from the Consolidated Financial Statements of the Company. The fiscal 2001 data has been separated into the Successor Company 2001 Four Months and Predecessor Company 2001 Eight Months. Beloit was classified as a discontinued operation by the Predecessor Company as of June 23, 2001 and October 31, 2000 and 1999 and, accordingly, the results of operations of prior years have been restated to reflect classifying the Beloit Segment as a discontinued operation. The balance sheet data has not been restated for 1998 and 1997. The selected consolidated financial data should be read in conjunction with the Consolidated Financial Statements of the Company appearing in Item 8 - Financial Statements and Supplementary Data and Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

RESULTS OF OPERATIONS
	Successor	Predecessor
	Company	Company	Years Ended October 31,
	2001 Four	2001 Eight
In thousands except per share amounts	Months	Months	2000	1999*	1998*	1997*
Net sales	$ 407,715	$ 740,458	$1,123,141	$1,119,052	$1,216,216	$1,471,709
Operating income (loss)	(52,255)	43,956	58,020	(82,514)	61,393	176,788
Income (loss) from continuing operations	$ (76,498)	$ 50,632	$ (29,553)	$ (353,088)	$ 14,366	$ 67,881
Income (loss) from discontinued operations	-	(3,170)	66,200	(798,180)	(184,399)	70,399
Gain (loss) on disposal of discontinued operations	-	256,353	227,977	(529,000)	151,500	-
Extraordinary gain (loss)	-	1,124,083	-	-	-	(12,999)
Net income (loss)	$ (76,498)	$ 1,427,898	$ 264,624	$ (1,680,268)	$ (18,533)	$ 125,281
Earnings (Loss) Per Share - Basic
Income (loss) from continuing operations	$ (1.53)	$ 1.08	$ (0.63)	$ (7.62)	$ 0.31	$ 1.42
Income (loss) from and net gain (loss)
on disposal of discontinued operations	-	5.41	6.30	(28.65)	(0.71)	1.47
Extraordinary gain (loss)	-	24.01	-	-	-	(0.27)
Net income (loss) per common share	$ (1.53)	$ 30.50	$ 5.67	$ (36.27)	$ (0.40)	$ 2.62
Earnings (Loss) Per Share - Diluted
Income (loss) from continuing operations	$ (1.53)	$ 1.08	$ (0.63)	$ (7.62)	$ 0.31	$ 1.41
Income (loss) from and net gain (loss)
on disposal of discontinued operations	-	5.41	6.30	(28.65)	(0.71)	1.45
Extraordinary gain (loss)	-	24.01	-	-	-	(0.27)
Net income (loss) per common share	$ (1.53)	$ 30.50	$ 5.67	$ (36.27)	$ (0.40)	$ 2.59
Dividends Per Common Share	$ -	$ -	$ -	$ 0.10	$ 0.40	$ 0.40
Working capital	$443,313	$242,278	$ 218,796	$ 187,169	$ 436,864	$ 408,215
Total Assets	1,371,714	1,314,451	1,292,928	1,711,813	2,787,259	2,924,535
Total Debt	289,936	1,417,982	1,332,573	1,506,219	1,119,180	939,319

*Beloit was classified as a discontinued operation on October 31, 1999. The results of operations of prior years have been restated accordingly.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

     As is more fully discussed in Note 2 - Basis of Presentation and Fresh Start Accounting in Notes to the Consolidated Financial Statements, the Company adopted fresh start accounting pursuant to the American Institute of Certified Public Accountant's Statement of Position 90-7, "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-7"), during the third quarter of fiscal 2001 resulting in a change in the basis of accounting in the underlying assets and liabilities of the Company at the Effective Date. Accordingly, the financial statements of the Successor Company and the Predecessor Company are not comparable. For purposes of this Management's Discussion and Analysis, the Company has combined the actual results of operations for the Successor Company 2001 Four Months and the Predecessor Company 2001 Eight Months as pro forma combined 2001 operating results ("Pro forma Combined 2001") in order to present a meaningful comparative analysis to prior fiscal year operating results. The Successor Company 2001 Four Months and the Predecessor Company 2001 Eight Months financial information is derived from the Consolidated Financial Statements. In addition to the basis in accounting differences noted above, the operating results of the Company for Pro forma Combined 2001 and fiscal 2000 and fiscal 1999 were significantly impacted by items associated with the Predecessor Company bankruptcy including extraordinary debt forgiveness, restructuring activities, pre-petition lawsuit settlements, other charges related to certain bankruptcy activities and certain changes in accounting estimates recorded in the third quarter of 1999; and, by the Successor Company charges related to recognizing the effects of additional depreciation, amortization and cost of sales arising from the revaluation of the Company's assets at the Effective Date.

2001 Compared with 2000

      The following table sets forth the Pro forma Combined 2001 and fiscal 2000 net sales of the Company as derived from the Consolidated Statement of Operations:

	Successor	Predecessor
	Company	Company	Pro forma
	2001 Four	2001 Eight	Combined	Fiscal
In thousands	Months	Months	2001	2000
Net Sales
Underground Mining Machinery	$ 238,548	$ 436,045	$ 674,593	$ 614,356
Surface Mining Equipment	169,167	304,413	473,580	508,785
Total	$ 407,715	$ 740,458	$1,148,173	$1,123,141

     Net sales in 2001 were 2.2% higher than net sales in 2000. A $60.2 million increase in shipments in the Underground Mining Machinery segment was partially offset by a $35.2 million decrease in net sales for Surface Mining Equipment.

     The increase in Underground Mining Machinery net sales in 2001 was a result of a slight improvement in new machine shipments combined with strong performance for replacement parts sales and component repairs. The improved new machine sales were due primarily to the beginning of the recovery from the depressed markets for continuous miners and shuttle cars in the United States and South Africa, while the sales of longwall equipment remained at about the same level as fiscal 2000. In the aftermarket, favorable results for replacement parts were achieved in the United States where coal producers saw an improvement in the price they received for their coal production, and in the Chinese market, served out of the United Kingdom, where the mining equipment that has been placed over the last decade has begun to be rebuilt and to use replacement parts for the rebuilding process.

     The decrease in Surface Mining Equipment net sales in 2001 was due to a decrease in the shipment of new equipment, primarily electric mining shovels, partially offset by an increase in replacement part sales. The decrease in electric mining shovels was due to the depressed market for copper and iron ore, which resulted in lower new machine sales to North and South American customers. In the aftermarket, increased sales for replacement parts were achieved in North and South America as equipment was rebuilt and sales of other equipment suppliers' products continued to increase. In addition, the sale of refurbished electric mining shovels to customers served by the Australian operation benefited the 2001 fiscal year.

      The following table sets forth the elements of Pro forma Combined 2001 operating income (loss) of the Company as compared with fiscal 2000. Actual operating results, as derived from the Company's Consolidated Statement of Operations, have been adjusted to reflect the impacts of fresh start accounting charges, pre-petition lawsuit settlements, and restructuring and other special charges:

	Successor	Predecessor
	Company	Company	Pro forma
	2001 Four	2001 Eight	Combined	Fiscal
In thousands	Months	Months	2001	2000
Operating income (loss):
Underground Mining Machinery	$ (28,426)	$ 30,269	$ 1,843	$ 16,956
Surface Mining Equipment	(17,738)	23,902	6,164	57,432
Corporate Expense	(6,091)	(10,215)	(16,306)	(16,368)
Total	$ (52,255)	$ 43,956	$ (8,299)	$ 58,020
Adjustments to operating income (loss):
Fresh Start Accounting Items			$ 87,724	$           -
Pre-petition Lawsuit Settlements			975	11,365
Restructuring and Other Special Charges			(58)	4,518
Total			$ 88,641	$ 15,883
Adjusted operating income (loss):
Underground Mining Machinery			$ 59,583	$ 32,639
Surface Mining Equipment			37,065	57,632
Corporate Expense			(16,306)	(16,368)
Total			$ 80,342	$ 73,903

     The fresh start accounting charges consist of a $74.6 million charge for the increase to fair value of inventory that was taken to cost of sales, $4.4 million of additional depreciation expense associated with the revalued property, plant and equipment, and $8.7 million of amortization expense related to the valuation of certain identifiable finite-lived intangible assets.

      The following discussion is based on adjusted operating income (loss) for Pro forma Combined fiscal 2001 as compared with Fiscal 2000 as presented in the above table. Operating income increased from $73.9 million in fiscal 2000 to $80.3 million in fiscal 2001. This improvement was the result of a $26.9 million increase in operating profit for the Underground Mining Machinery business that was largely offset by a $20.6 million decrease in operating profit for the Surface Mining Equipment business.

      The increase in operating profit for Underground Mining Machinery was due to an increase in net sales, a favorable sales mix that included a larger percentage of replacement parts sales, an increase in manufacturing overhead absorption, and continued benefits of cost reduction programs put in place over the last several years. The improvement in the sales mix, combined with the increase in manufacturing overhead absorption associated with an increase in manufacturing activities in this segment's manufacturing facilities resulted in an increase in gross profit percentage from 23.2% in fiscal 2000 to 27.8% in 2001. Despite a 10% increase in net sales and the impact of general inflation around the world, the Underground Mining Machinery business was able to limit the increase in spending for selling, engineering, and administrative expense to 1.3% in fiscal 2001 compared to 2000.

      Operating profit for Surface Mining Equipment decreased from $57.6 million in fiscal 2000 to $37.1 million in 2001. This decrease was the result of the decrease in net sales, lower manufacturing overhead absorption, and a slight increase in administrative expense, all of which were partially offset by an improvement in sales mix to include a larger percentage of parts sales during 2001 compared with a year ago. The benefits of the improvement in the sales mix were more than offset by the decrease in manufacturing overhead absorption associated with the decrease in the production of new machines in this segment's manufacturing facilities and resulted in a decrease in gross profit as a percentage of net sales from 23.3% in fiscal 2000 to 21.5% in 2001. Administrative expense was slightly higher in 2001 than in fiscal 2000 due to initiatives associated with expanding distribution capabilities and a small charge in the fourth quarter of 2001 for headcount reductions which will continue into the first quarter of 2002 as the business responds to the near term softness in the market for electric mining shovels.

      During the third quarter of fiscal 2001 the Company's reorganization under Chapter 11 of the U.S. Bankruptcy Code was completed. As a result of emerging from Chapter 11, the Predecessor Company 2001 Eight Months includes a number of charges and credits associated with the implementation of the Amended POR and the application of fresh start accounting. The following table provides a summary of these charges and credits and the respective line on the Consolidated Statement of Operations for the Predecessor Company 2001 Eight Months that were affected:

	Interest	Fresh Start	Income Tax	Debt	Discontinued
In millions	Expense	Accounting	Benefit	Discharge	Operations
Interest on pre-petition claims	$ 14.9	$     -	$     -	$     -	$     -
Reinstated pre-petition IRB's	2.5	-	-	-	-
Inventory revaluation	-	(156.8)	-	-	-
Fixed asset revaluation	-	(93.3)	-	-	-
Eliminate previous goodwill	-	310.1	-	-	-
Record value of intangibles	-	(234.4)	-	-	-
Record excess reorganization value	-	(22.5)	-	-	-
Pension liabilities revaluation	-	141.9	-	-	-
Postretirement benefits revaluation	-	8.5	-	-	-
Revised tax liability estimate	-	1.4	(35.0)	-	-
Gain on debt discharge	-	-	-	(1,124.1)	-
Gain on divestiture of Beloit, net	-	-	-	-	(253.2)
Total (income) expense	$ 17.4	$ (45.1)	$ (35.0)	$ (1,124.1)	$ (253.2)

2000 Compared with 1999

     The following table sets forth the net sales of the Company included in the Consolidated Statement of Operations:

	Fiscal	Fiscal
In thousands	2000	1999
Net Sales
Underground Mining Machinery	$ 614,356	$ 617,543
Surface Mining Equipment	508,785	501,509
Total	$ 1,123,141	$ 1,119,052

      Net sales in fiscal 2000 were approximately the same amount as net sales in 1999, with a slight increase in Surface Mining Equipment shipments being substantially offset by a slight decrease in Underground Mining Machinery net sales.

      In the Underground Mining Machinery business, higher sales of new equipment in the United States substantially offset lower sales of new equipment in markets outside of the U.S. The increase in new equipment sales in the U.S. was attributable to increases in the sales of longwall mining related equipment. The decrease in non-U.S. new equipment sales was due to a decrease in the sales of longwall mining related equipment. Even though the global market for the segment's new equipment did not improve significantly, market conditions stabilized from the conditions that caused the reduction in new equipment sales in 1999. Aftermarket sales were flat in 2000 as compared to 1999. Increases in complete machine rebuilds in the United States and increases in replacement part sales into China were partially offset by lower aftermarket sales in South Africa. The decrease in aftermarket sales in South Africa was due to the strengthening of the U.S. dollar relative to the South African rand and the corresponding impact on the translation of South African aftermarket sales denominated in rand into U.S. dollars for financial reporting purposes.

      Net sales for Surface Mining Equipment were slightly higher in 2000 compared to 1999. There was an increase in new equipment shipments, primarily electric shovels, partially offset by a decrease in aftermarket sales. The increase in electric mining shovels was the result of product innovation and high levels of support for customers. The decrease in aftermarket sales was primarily due to mine closures and production cutbacks.

      The following table sets forth the elements of operating income (loss) for fiscal 2000 compared with fiscal 1999 adjusted to reflect the impacts of change in accounting estimates, pre-petition lawsuit settlements, and restructuring and other special charges:

	Fiscal	Fiscal
In thousands	2000	1999
Operating income (loss):
Underground Mining Machinery	$ 16,956	$ (65,893)
Surface Mining Equipment	57,432	33,976
Corporate Expense	(16,368)	(50,597)
Total	$ 58,020	$ (82,514)
Adjustments to operating income (loss):
Change in Accounting Estimates	$            -	$ 68,520
Pre-petition Lawsuit Settlements	11,365	-
Restructuring and Other Special Charges	4,518	38,811
Total	$ 15,883	$ 107,331
Adjusted operating income (loss):
Underground Mining Machinery	$ 32,639	$ 9,624
Surface Mining Equipment	57,632	38,976
Corporate Expense	(16,368)	(23,783)
Total	$ 73,903	$ 24,817

      During the bankruptcy process the Company made every attempt to resolve outstanding litigation issues and arrive at settlements before it emerged from bankruptcy, the amounts in the preceding table reflect the charges that were associated with these settlements. During the third quarter of fiscal 1999 the Company filed for protection under the U.S. Bankruptcy Code and as a result incurred $68.5 million of charges associated with changes in accounting estimates for accounts receivable, inventories, and potential warranty expense. In addition, during 1999 and the first quarter of 2000, the Underground Mining Machinery business incurred costs associated with the elimination of manufacturing capacity and the restructuring of its global operations to be more consistent with the existing level of market opportunities. After the adjustments listed in the table above, operating profit increased from $24.8 million in 1999 to $73.9 million in fiscal 2000. This increase in operating profit was due to the improved operating results for both of the Company's business segments combined with a reduction in corporate expense.

      The improvement in Underground Mining Machinery operating profit, despite a slight decline in net sales in fiscal 2000 compared to a year earlier, was the result of the cost reduction programs that were initiated late in fiscal 1998. Gross profit as a percentage of net sales was approximately 23% for both years as the business was able to maintain its price realization in soft markets for underground mining equipment. The results of the business's ongoing cost reduction efforts during fiscal 2000 were a $24 million reduction in the spending for selling, engineering, administration, and manufacturing overhead in fiscal 2000 compared with 1999.

     The increase in operating profit for Surface Mining Equipment from $39 million in 1999 to $57.6 million in 2000 was the result of the increase in new machine shipments and the increase in manufacturing overhead absorption that was associated with the increase in the production of new machines in the business's manufacturing facility. The increase in this overhead absorption contributed to the increase in the gross profit percentage from 20.4% in 1999 to 23.3 % in 2000. In addition, spending for selling, engineering, and administration was $7 million less in 2000 than spending in 1999, as the business was successful in controlling these expenses.

Future Effects of Fresh Start Accounting

      The charges reflected in the Company's statement of operations related to the effects of fresh start accounting adjustments are non-cash items and, accordingly, do not affect the Company's cash flows from operations. The Company estimates the effects of fresh start accounting on 2002 operating results will include charges of $51.3 million related to the revalued inventory (primarily in the first quarter of fiscal 2002), $13.3 million for depreciation of revalued property, plant and equipment, and $13.9 million for amortization of finite-lived intangible assets. The Company estimates the total fresh start accounting charges in 2003 and several years thereafter to approximate $20 million annually.

Restructuring and Other Special Charges

      During 1999, the Company recorded $12.0 million of restructuring charges related to rationalization of certain of Joy's original equipment manufacturing facilities and the reorganization and reduction of its world-wide operating structure. Costs of $7.3 million were charged in the third quarter of fiscal 1999, primarily related to the impairment of certain assets related to a facility rationalization, and $4.7 million ($0.9 million third quarter and $3.8 million fourth quarter) were made for severance of approximately 240 employees.

      During 2000, the Company recorded $6.1 million in additional charges related to Joy's reorganization and rationalization primarily related to employee severance. A prior reserve of $1.6 million was reversed during 2000 as it was no longer needed for facility rationalization. The residual reserve of $1.7 million at October 31, 2000 was utilized prior to the Effective Date.

      During 1999, the Company incurred $7.7 million of charges related to certain consulting and legal costs associated with strategic financing and business alternatives investigated prior to the Chapter 11 filing. The Company recorded a charge of $19.1 million during the third quarter of 1999 in connection with certain management organizational changes. The charge was primarily associated with supplemental retirement, restricted stock, and long-term compensation obligations related to former Company officers.

      Also during the third quarter of 1999, the Company recorded certain charges related to changes in accounting estimates for provisions for excess and obsolete inventory, warranties and doubtful accounts receivable based upon changes in the business environment resulting from the Company's filing for Chapter 11 including the Company's decision to discontinue certain equipment models and increased collection difficulties. The Company recorded a $5.3 million provision for doubtful accounts receivable, $25.0 million provision for warranty and other liabilities and $38.2 million provision for excess and obsolete inventory.

Reorganization Items

     Reorganization expenses are items of income, expense and loss that were realized or incurred by the Predecessor Company as a result of its decision to reorganize under Chapter 11 of the Bankruptcy Code.

      Net reorganization expenses for the Predecessor Company 2001 Eight Months, fiscal 2000 and fiscal 1999 consisted of the following:

In thousands	2001	2000	1999
Professional fees directly related to the filing	$30,639	$ 39,061	$ 14,457
Amortization of debtor-in-possession financing costs	4,148	10,602	3,125
Accrued retention plan costs	2,228	3,603	730
Write-down of property to be sold	-	9,000	-
Settlement of performance guarantees	-	2,991	-
Rejected equipment leases	-	1,399	2,322
Interest earned on DIP proceeds	(581)	(1,268)	(330)
	$ 36,434	$ 65,388	$ 20,304

     Cash payments made for reorganization items were $34,481, $40,280 and $17,237 for the Predecessor Company 2001 Eight Months, fiscal 2000 and fiscal 1999, respectively.

Income Taxes

     Due to the Company's emergence from bankruptcy and the resulting impacts on pre and post-emergence operating results for the years covered by this report, an analysis of the overall effective income tax rates for the current and prior years and the major drivers of the tax rates would not be meaningful. The Company currently does not meet the requirements that would allow recording the future benefits of any U.S. net operating loss, tax credits or net deferred tax assets for financial reporting purposes. As a result the Company has recorded valuation reserves to offset any future U.S. income tax benefits, and these valuation reserves will continue to be required until the Company is able to demonstrate that these benefits will be realized through the generation of future U.S. taxable income. See Note 10 - Income Taxes for a list of these items and the amount of the associated valuation reserve. Additionally, the Company's plan of reorganization has created a significantly modified capital structure that requires the application of fresh start accounting pursuant to SOP 90-7. Under fresh start accounting, recognition of any deferred tax asset subject to a valuation reserve will require the reduction in valuation reserves to first reduce any excess reorganization value until exhausted, then other intangibles until exhausted and thereafter be reported as additional paid in capital. Consequently, a net tax charge will be incurred in future years when these tax assets are recognized as the reversal of the valuation reserves related to said assets will not be credited against income tax expense.

     From a cash flow perspective, even though the potential future tax benefits have not been recorded on the balance sheet as of October 31, 2001, the Company has the opportunity to utilize these tax benefits in its U.S. Federal income tax return filing to offset anticipated U.S. taxable income beginning in fiscal 2002 and beyond. However, because the Company's plan of reorganization provided for substantial changes in the Company's ownership, there will be annual limitations on the amount of the U.S. Federal and certain State net operating loss carryforwards which the Company will be able to utilize on its income tax returns. This annual limitation is currently estimated to be approximately $46 million.

Discontinued Operations

      The Predecessor Company classified Beloit Corporation, the Company's former pulp and paper making machinery subsidiary ("Beloit") and its subsidiaries as a discontinued operation in its Consolidated Financial Statements as of October 31, 1999. Most of Beloit's assets were sold pursuant to Bankruptcy Court approved procedures prior to the Effective Date. The Predecessor Company's equity interest in Beloit was transferred to a liquidating trust on the Effective Date as provided for in the Amended POR.

      The Predecessor Company recorded a gain from discontinued operations of $253.2 million for the Predecessor Company 2001 Eight Months. This gain was primarily attributable to the write off of a negative investment in Beloit of approximately $1,063.4 million offset by the write off of Beloit receivables of approximately $809.7 million.

Liquidity and Capital Resources

Working Capital

      The following table summarizes the major elements of the Company's working capital at the end of the 2001 and 2000 fiscal years:

	October	October
In millions	2001	2000
Cash	$ 39.7	$ 72.1
Restricted cash	19.4	-
Accounts receivable	209.5	177.2
Inventories	513.9	410.3
Short-term debt	(1.7)	(108.8)
Accounts payable	(75.6)	(72.5)
Other, net	(261.9)	(259.5)
Working Capital	$ 443.3	$ 218.8

      Working capital as of October 31, 2001 was $443.3 million, or $389.7 million after eliminating $53.6 million of the remaining balance of the write-up of inventories associated with fresh start accounting compared with working capital of $218.8 million at the end of fiscal 2000. The remaining $171 million increase in working capital was due to the elimination of $107 million of short-term borrowings which was associated with the Company's exit financing as it emerged from Chapter 11, the revaluation of its on hand inventories at the time of emergence which included the elimination of $51.8 million of LIFO inventory reserves, and an increase in accounts receivable due to the timing of the Company's sales near the end of 2001.

Cash Flow

      Cash provided by continuing operations for the Successor Company 2001 Four Months was $62.6 million and combined with the $104.3 million of cash that was used by continuing operations for the Predecessor Company 2001 Eight Months resulted in a Pro forma Combined 2001 $41.7 million use of cash by continuing operations for 2001 compared to $36.7 million of cash provided by continuing operations during fiscal 2000. The $78.4 million additional usage of cash in 2001 was primarily associated with changes in working capital. The two most significant working capital changes related to accounts receivable and inventories. During fiscal 2000 the timing of year end sales resulted in a $14 million reduction in accounts receivable balances while at the end of 2001 the timing of the collection of year end sales resulted in a $37 million increase in outstanding accounts receivable. In addition, inventory reduction programs were effective during 2000 and resulted in a $14 million decrease in inventories during the year, while at the end of 2001 the shipment of a large longwall equipment system slipped into the first quarter of fiscal 2002 and several anticipated electric shovel orders were delayed until 2002 which resulted in a $33.9 million increase in inventories at the end of 2001.

      Capital expenditures totaled $22.3 million for the Pro forma Combined 2001, $9.6 million for the Successor Company 2001 Four Months and $12.7 million for the Predecessor Company 2001 Eight Months and were $32.4 million during fiscal 2000. For fiscal 2002 the Company anticipates capital expenditures of approximately $30 million primarily for maintenance of existing facilities.

Credit Facilities

      On the Effective Date, obligations relating to the Predecessor Company's debtor-in-possession financing facility and certain foreign credit facilities were paid in full and the Company's $350 million Credit Agreement dated as of June 29, 2001 with Deutsche Banc Alex. Brown and a group of lenders (the "Credit Agreement") became effective. The Credit Agreement consists of a $250 million revolving loan maturing on October 31, 2005 and a $100 million term loan maturing on April 30, 2005. Substantially all of the assets of the Company and its subsidiaries are pledged as collateral under the Credit Agreement. Outstanding borrowings bear interest equal to either LIBOR plus the applicable margin (3.25% to 2.25%), or the Base Rate (defined as the higher of the Prime Rate or the Federal Funds Effective Rate plus 0.50%) plus the applicable margin (2.25% to 1.25%) at the Company's option depending on certain of its financial ratios. The Company pays a commitment fee ranging from 0.5% to 0.75% on the unused portion of the revolving loan.

      In addition, Senior Notes were issued under the Senior Notes Indenture between the Company and BNY Midwest Trust Company, as Trustee. Beginning August 9, 2001, approximately $108.8 million of the notes were issued to unsecured creditors of the Company's principal operating subsidiaries, Joy Mining Machinery and P&H Mining Equipment, and their subsidiaries. The Senior Notes are unsecured and are guaranteed by the Company's domestic operating subsidiaries. The principal amount of the Senior Notes is due at maturity on July 10, 2006. Interest is payable semi-annually on April 30 and October 31 commencing on October 31, 2001. The interest due on October 31, 2001 was paid in accordance with the terms of the notes.

      Both the Credit Agreement and Senior Note Indenture contain restrictions and financial covenants relating to, among other things, minimum financial performance and limitations on the incurrence of additional indebtedness and liens, asset sales, and capital expenditures. The covenants in the Senior Note Indenture are less restrictive than the covenants in the Credit Agreement. Interest coverage, leverage and EBITDA covenants in the Credit Agreement become more restrictive over the term of the agreement.

      At October 31, 2001, outstanding borrowings under the Credit Agreement were $163.9 million. In addition, outstanding letters of credit issued under the Credit Agreement, which count toward the $350 million credit limit, totaled approximately $69.3 million. The interest rate on the $100 million term loan was 6.88% and the weighted average rate on the outstanding balance of the revolver was 6.82% at October 31, 2001. As of October 31, 2001 there was $112 million available for additional borrowings and letters of credit under the Credit Agreement. The available balance is limited to the Company's available borrowing base collateral balance at the end of October.

      The Company believes that the amounts available under this credit facility combined with cash to be provided from its operations will be sufficient to satisfy the Company's requirements.

      By amendment dated December 26, 2001, the Credit Agreement was amended and restated to reflect certain debt covenant modifications and clarification of certain definitional and administrative items. The debt covenant amendments included increasing the amount of allowable rent expense the Company may incur on an annual basis from $15 million to $25 million and providing more favorable financial covenants for future measurement periods over the remaining term of the Credit Agreement. The Company incurred $18 million of rent expense for the Successor and Predecessor Combined 2001 period which, absent the amendment and restatement, was in violation of the annual rent expense covenant of the Credit Agreement.

Market Risk

      Volatility in interest rates and foreign exchange rates can impact the Company's earnings, equity and cash flow. From time to time the Company undertakes transactions to hedge this impact. The hedge instrument is considered effective if it offsets partially or completely the negative impact on earnings, equity and cash flow due to fluctuations in interest and foreign exchange rates. In accordance with the Company's policy, the Company does not execute derivatives that are speculative or that increase the Company's risk from interest rate or foreign exchange rate fluctuations. At October 31, 2001 the Company was not party to any interest rate derivative contracts. Foreign exchange derivatives at that date were exclusively in the form of forward exchange contracts executed over the counter. The counterparties to these contracts are several commercial banks, all of which hold investment grade ratings, but there is a concentration of these contracts held with The Chase Manhattan Bank.

      The Company has adopted a Foreign Exchange Risk Management Policy. It is a risk-averse policy under which significant exposures that impact earnings and cash flow are fully hedged. Exposures that impact only equity or do not have a cash flow impact are generally not hedged with derivatives. There are two categories of foreign exchange exposures that are hedged: assets and liabilities denominated in a foreign currency and future committed receipts or payments denominated in a foreign currency. These exposures normally arise from imports and exports of goods and from intercompany trade and lending activity.

      The fair value of the Company's forward exchange contracts at October 31, 2001 is analyzed in the following table of dollar equivalent terms:

In thousands	Maturing in 2002
	Buy	Sell
U.S. Dollar	1,355	(295)
Australian Dollar	(13)	-
German Deutschemark	-	1
British Pound	(447)	-
Euro	48	-

New Accounting Pronouncements

      In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement Obligations" which addresses the accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. The Company does not expect SFAS No. 143 to have a material effect on its consolidated financial condition or cash flows.

      In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 generally establishes a standard framework from which to measure impairment of long-lived assets and expands the Accounting Principles Board ("APB") 30, "Reporting the Results of Operations--Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" to include a component of the entity (rather than a segment of the business). SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company does not expect SFAS No. 144 to have a material effect on its consolidated financial condition or cash flows.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

      See "Market Risk" in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 8. Financial Statements and Supplementary Data

Unaudited Quarterly Financial Data

     The following table sets forth certain unaudited operating data for the Company's four quarters ended October 31, 2000, the first, second and fourth quarters of fiscal 2001, and the results of the Predecessor Company from May 1, 2001 to June 23, 2001 and the results of the Successor Company from June 24, 2001 to July 31, 2001.

	Predecessor			Successor
2001 Quarterly Financial Data	Company			Company
(In thousands except per share amounts)	First *	Second *	2001 Two Month	2001 One Month	Fourth **
Net sales	$ 267,506	$ 287,755	$ 185,197	$ 104,947	$ 302,768
Gross profit	62,905	74,797	46,719	16,415	9,633
Operating income (loss)	11,912	19,687	12,357	(257)	(51,998)
Income (loss) from continuing operations	(6,250)	(6,461)	63,343	(3,777)	(72,721)
Income (loss) from discontinued operation	(9,048)	5,878	-	-	-
Gain on disposal of discontinued operation	-	-	256,353	-	-
Extraordinary gain on debt discharge	-	-	1,124,083	-	-
Net income (loss)	$ (15,298)	$ (583)	$ 1,443,779	$ (3,777)	$ (72,721)
Earnings (Loss) Per Share - Basic and Diluted
Income (loss) from continuing operations	$ (0.13)	$ (0.14)	$ 1.35	$ (0.08)	$ (1.45)
Income (loss) from and net gain on disposal
of discontinued operation	(0.19)	0.12	5.48	-	-
Income from extraordinary item	-	-	24.01	-	-
Net income (loss) per share	$ (0.32)	$ (0.02)	$ 30.84	$ (0.08)	$ (1.45)
2000 Quarterly Financial Data			Fiscal Quarter
(In thousands except per share amounts)	First	Second	Third	Fourth **
Net sales	$ 286,981	$ 283,025	$ 261,652	$ 291,483
Gross profit	63,474	69,608	60,854	70,675
Operating income	5,794	16,858	12,093	23,275
Income (loss) from continuing operations	(17,546)	(6,343)	(17,884)	12,220
Income from discontinued operation	-	-	-	66,200
Gain on disposal of discontinued operation	-	-	-	227,977
Net income (loss)	$ (17,546)	$ (6,343)	$ (17,884)	$ 306,397
Earnings (Loss) Per Share - Basic and Diluted
Income (loss) from continuing operations	$ (0.38)	$ (0.13)	$ (0.38)	$ 0.26
Income from and net gain on disposal
of discontinued operation	-	-	-	6.30
Net income (loss) per share	$ (0.38)	$ (0.13)	$ (0.38)	$ 6.56

*    See Notes to Consolidated Financial Statements for descriptions of unusual items affecting quarters.
**  See Note 5 - Discontinued Operations and Note 10 -Income Taxes for unusual items affecting the fourth quarter.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      None.

PART III

Item 10. Directors and Executive Officers of the Registrant

     The Company incorporates by reference herein the section entitled "Election of Directors" in the Company's Proxy Statement to be mailed to stockholders in connection with the Company's 2002 annual meeting.

      The following table shows certain information for each of the corporation's executive officers, including position with the corporation and business experience. Officers are elected by the Board of Directors annually following the annual meeting of stockholders.

Name	Age	Current Office and Principal Occupation	Years as Officer
John Nils Hanson.........	60	Chairman, President and Chief Executive Officer since 2000. Vice Chairman from 1998 to 2000; President and Chief Executive Officer since 1999; President and Chief Operating Officer from 1996 to 1998. Executive Vice President and Chief Operating Officer from 1995 to 1996. President, Chief Operating Officer and Director of Joy from 1990 to 1995. Director since 1996.	6
Donald C. Roof.........	50	Executive Vice President, Chief Financial Officer and Treasurer. President and Chief Executive Officer of Heafner Tire Group, Inc. from 1999 to 2001 and Senior Vice President and Chief Financial Officer from 1997 to 1999.	-
Wayne F. Hunnell........	55	Senior Vice President since 1998. President and Chief Operating Officer of Joy since 1998; Vice President and Controller of Joy from 1995 to 1998. Vice President and Controller of P&H from 1993 to 1995.	3
Robert W. Hale..........	55	Senior Vice President since 1997. President and Chief Executive Officer of P&H since 1994.	4
James A. Chokey........	58	Executive Vice President for Law and Government Affairs and General Counsel since 1997. Senior Vice President, Law and Corporate Development of Beloit from 1996 to 1997. Prior to joining the Company, Mr. Chokey held similar positions with Cooper Industries, A.O. Smith Corporation, RTE Corporation and Joy Technologies Inc.	4
Dennis R. Winkleman	51	Executive Vice President Human Resources since 2000. Mr. Winkleman held similar positions with Midwest Generation LLC in 2000, Beloit Corporation from 1997 to 2000 and Zenith Electronics from 1995 to 1997.	1

Involvement in Certain Legal Proceedings

      On June 7, 1999, the Company and substantially all of its domestic operating subsidiaries, including Beloit, Joy, and P&H, filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Certain of the Company's officers are also officers or directors of other subsidiaries of the Company that filed for reorganization under Chapter 11. On January 15, 2001, Fansteel Inc., a company of which Mr. Roof is a director, announced that it filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. As such, each of the Company's executive officers has been associated with a corporation that filed a petition under the federal bankruptcy laws within the last five years.

Item 11. Executive Compensation

      The Company incorporates by reference herein the section entitled "Executive Compensation" in the Company's Proxy Statement to be mailed to stockholders in connection with the Company's 2002 annual meeting.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     The Company incorporates by reference herein the section entitled "Security Ownership of Certain Beneficial Owners and Management" in the Company's Proxy Statement to be mailed to stockholders in connection with the Company's 2002 annual meeting.

Item 13. Certain Relationships and Related Transactions

     The Company incorporates by reference herein the section "Certain Business Relationships" in the Company's Proxy Statement to be mailed to stockholders in connection with the Company's 2002 annual meeting.

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) The following documents are filed as part of this report:

     (1) Financial Statements:

     The response to this portion of Item 14 is submitted in a separate section of this report. See the audited Consolidated Financial Statements and Financial Statement Schedules of Joy Global Inc. attached hereto and listed on the index to this report.

     (2) Financial Statement Schedules:

     The response to this portion of Item 14 is submitted in a separate section of this report. See the audited Consolidated Financial Statements and Financial Statement Schedules of Joy Global Inc. attached hereto and listed on the index to this report.

Exhibits

Number	Exhibit
2 (a)	Third Amended Joint Plan of Reorganization, as modified, of the Debtors Under Chapter 11 of the Bankruptcy Code (incorporated by reference to Exhibit 2.1 to Current Report of Joy Global Inc. on Form 8-K dated July 12, 2001, File No. 01-9299).
3 (a)	Amended and Restated Certificate of Incorporation of Joy Global Inc. (incorporated by reference to Exhibit 3.1 to Current Report of Joy Global Inc. on Form 8-K dated July 12, 2001, File No. 01-9299).
(b)	Amended and Restated Bylaws of Joy Global Inc., as amended January 15, 2002.
4 (a)	Indenture, dated as of July 10, 2001, by and among Harnischfeger Industries, Inc. (to be renamed Joy Global Inc.), as Issuer, the Guarantors Named Therein and BNY Midwest Trust Company, as Trustee, relating to 10.75% Senior Notes Due 2006 (incorporated by reference to Exhibit 4.1 to Current Report of Joy Global Inc. on Form 8-K dated July 12, 2001, File No. 01-9299).
(b)	First Supplemental Indenture by and among Joy Global Inc., as Issuer, the Guarantors and BNY Midwest Trust Company, as Trustee, dated as of August 3, 2001(incorporated by reference to Report of Joy Global Inc. on Form 10-Q for the fiscal quarter ended July 31, 2001, File No. 01-9299).
(c)	Registration Rights Agreement, dated as of July 10, 2001, entered into by Harnischfeger Industries, Inc. (to be renamed Joy Global Inc.) for the benefit of Eligible Investors defined therein (incorporated by reference to Exhibit 4.2 to current report of Joy Global Inc. on Form 8-K dated July 12, 2001, File No. 01-9299).
(d)	Specimen 10.75% Senior Note Due 2006 (incorporated by reference to Exhibit 4.3 to current report of Joy Global Inc. on Form 8-K dated July 12, 2001, File No. 01-9299).
(e)	Specimen common stock certificate of Joy Global Inc. (incorporated by reference to Exhibit 4.4 to Current Report of Joy Global Inc. on Form 8-K dated July 12, 2001, File No. 01-9299).
10(a)	Credit Agreement, dated as of June 29, 2001, among Harnischfeger Industries. Inc., as Borrower, the lenders named therein, as Lenders, Bankers Trust Co., as Agent, Heller Financial, Inc. and Fleet Capital Corporation, as Co-Syndication Agents, CIT Group/Business Credit, as Documentation Agent, and Deutsche Banc Alex. Brown Inc. as Lead Arranger and Sole Book Running Manager (incorporated by reference to Exhibit 10.1 to Current Report of Joy Global Inc. on Form 8-K dated July 12, 2001, File No. 01-9299).
(b)	First Amendment to Credit Agreement dated as of December 26, 2001 and entered into by and among Joy Global Inc. (formerly known as Harnischfeger Industries, Inc.), as Borrower, the lenders named herein, as Lenders, Bankers Trust Company, as Agent, Heller Financial, Inc. and Fleet Capital Corporation, as Co-Syndication Agents, CIT Group/Business Credit, as Documentation Agent, and Deutsche Banc Alex. Brown Inc. as Lead Arranger and Sole Book Running Manager.
(c)	Joy Global Inc. 2001 Stock Incentive Plan, as amended October 16, 2001. *
(d)	Harnischfeger Industries, Inc. Supplemental Retirement Plan, as amended and restated as of June 3, 1999 (incorporated by reference to Exhibit 10(e) to Report of Harnischfeger Industries, Inc. on Form 10-K for the year ended October 31, 1999, File No. 01-9299). *
(e)	Form of Change in Control Agreement made and entered into as of September 30, 1999, between Harnischfeger Industries, Inc. and James A. Chokey, Robert W. Hale, John Nils Hanson and Wayne F. Hunnell and made and entered into as of May 22, 2000, and June 11, 2001, with Dennis R. Winkleman and Donald C. Roof, respectively. *
(f)	Change in Control Agreement made and entered into as of November 17, 2000 by and between Harnischfeger Industries, Inc. and Michael S. Olsen.*
(g)	Form of Stock Option Agreement dated July 16, 2001.*
(h)	Form of Performance Unit Agreement entered into as of August 27, 2001, between Joy Global Inc. and James A. Chokey, Robert W. Hale, John Nils Hanson, Wayne F. Hunnell, Michael S. Olsen, Donald C. Roof and Dennis R. Winkleman. *
(i)	Form of Stock Option Agreement dated November 1, 2001.*
(j)	Joy Global Inc. Annual Bonus Compensation.*
21	Subsidiaries of the Registrant.
23	Consent of PricewaterhouseCoopers LLP.
24	Powers of Attorney.

*     Represents a management contract or compensatory plan or arrangement required
      to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.

(b)     Reports on Form 8-K

      None.

Joy Global Inc.
Form 10-K Item 8 and Items 14(a)(1) and 14(a)(2)
Index to Consolidated Financial Statements And Financial Statement Schedule

     The following Consolidated Financial Statements of Joy Global Inc. and the related Report of Independent Accountants are included in Item 8 - Financial Statements and Supplementary Data and Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K:

	Page in This
Item 14(a) (1):	Form 10-K
Report of Independent Accountants	F-2
Consolidated Statement of Operations for the period June 24, 2001       to October 31, 2001(Successor Company), the period November       1, 2000 to June 23, 2001 (Predecessor Company), and the fiscal       years ended October 31, 2000 and 1999 (Predecessor Company)	F-3
Consolidated Balance Sheet at October 31, 2001       (Successor Company) and 2000 (Predecessor Company)	F-4, F-5
Consolidated Statement of Cash Flow for the period June 24, 2001       to October 31, 2001(Successor Company), the period November       1, 2000 to June 23, 2001 (Predecessor Company), and the fiscal        years ended October 31, 2000 and 1999 (Predecessor Company)	F-6
Consolidated Statement of Shareholders' Equity (Deficit) for the       period June 24, 2001 to October 31, 2001 (Successor Company),       the period November 1, 2000 to June 23, 2001 (Predecessor       Company), and the fiscal years ended October 31, 2000 and 1999       (Predecessor Company)	F-7, F-8
Notes to Consolidated Financial Statements	F-9

     The following Consolidated Financial Statement schedule of Joy Global Inc. and related Report of Independent Accountants is included in Item 14(a)(2):

     Report of Independent Accountants on Financial Statement Schedule for the period June 24, 2001 to October 31, 2001(Successor Company), the period November 1, 2000 to June 23, 2001 (Predecessor Company), and the fiscal years ended October 31, 2000 and 1999 (Predecessor Company)

          Schedule II. Valuation and Qualifying Accounts

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

     Financial statements of less than 50% owned companies have been omitted because the proportionate share of their profit before income taxes and total assets are less than 20% of the respective consolidated amounts and investments in such companies are less than 20% of consolidated total assets.

Report of Independant Accountants

To The Directors and Shareholders
of Joy Global Inc.

We have audited the accompanying consolidated balance sheet of Joy Global Inc. as of October 31, 2001 (the Successor Company), and of Harnischfeger Industries, Inc. as of October 31, 2000 (the Predecessor Company) and the related consolidated statement of operations, cash flows and shareholders' equity (deficit) for the period from June 24, 2001 to October 31, 2001 (the Successor Company), the period from November 1, 2000 to June 23, 2001 (the Predecessor Company) and each of the two years in the period ending October 31, 2000 (the Predecessor Company). These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 - Basis of Presentation and Fresh Start Accounting in Notes to Consolidated Financial Statements, the Predecessor Company emerged from bankruptcy on July 12, 2001, pursuant to a Plan of Reorganization confirmed by the Bankruptcy Court by order dated May 29, 2001. Accordingly, the accompanying financial statements of the Successor Company have been prepared in conformity with fresh start accounting provisions of the AICPA's Statement of Position 90-7, "Financial Reporting by Entities in Reorganization Under the Bankruptcy Code", issued November 19, 1990 ("SOP 90-7"). In accordance with the requirements of SOP 90-7, the Successor Company has been accounted for as a new entity with assets, liabilities and a capital structure having carrying values not comparable with any prior periods of the Predecessor Company.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Joy Global Inc. at October 31, 2001 and Harnischfeger Industries, Inc. at October 31, 2000, and the consolidated results of operations and their cash flows for the period from June 24, 2001 to October 31, 2001, the period from November 1, 2000 to June 23, 2001, and each of the years in the period ended October 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
January 14, 2002

Joy Global Inc.
Consolidated Statement of Operations
(In thousands, except for per share data)
	Successor	Predecessor
	Company	Company
	Period From	Period From	Fiscal year	Fiscal year
	June 24, 2001 to	November 1, 2000	ended October	ended October
	October 31, 2001	to June 23, 2001	31, 2000	31, 1999
Net sales	$ 407,715	$ 740,458	$ 1,123,141	$ 1,119,052
Cost of sales	381,667	556,037	858,530	927,712
Product development, selling
and administrative expenses	80,008	141,784	208,933	238,952
Other income	(1,705)	(1,261)	(6,860)	(3,909)
Restructuring and other special (credits) charges	-	(58)	4,518	38,811
Operating income (loss)	(52,255)	43,956	58,020	(82,514)
Interest income	1,199	1,620	4,479	2,283
Interest expense	(11,025)	(29,260)	(28,440)	(31,148)
Income (loss) before reorganization items and fresh start accounting adjustments	(62,081)	16,316	34,059	(111,379)
Reorganization items	-	(36,434)	(65,388)	(20,304)
Fresh start accounting adjustments	-	45,057	-	-
Income (loss) before income taxes and
minority interest	(62,081)	24,939	(31,329)	(131,683)
(Provision) benefit for income taxes	(13,200)	26,755	3,000	(220,448)
Minority interest	(1,217)	(1,062)	(1,224)	(957)
Income (loss) from continuing operations, before discontinued operations and extraordinary item	(76,498)	50,632	(29,553)	(353,088)
Income (loss) from discontinued operations, net of applicable income taxes	-	(3,170)	66,200	(798,180)
Gain (loss) on disposal of discontinued operations,
net of applicable income taxes	-	256,353	227,977	(529,000)
Extraordinary gain on debt discharge	-	1,124,083	-	-
Net income (loss)	$ (76,498)	$ 1,427,898	$ 264,624	$ (1,680,268)
Basic and Diluted loss per share (Note 13)	$ (1.53)
Average common shares
(for per share purposes)	50,000

See accompanying notes to consolidated financial statements

Joy Global Inc.
Consolidated Balance Sheet
(In thousands)
	Successor	Predecessor
	Company	Company
	October 31,	October 31,
	2001	2000
ASSETS
Current Assets:
Cash and cash equivalents	$ 39,652	$ 72,123
Restricted cash	19,413	-
Accounts receivable, net	209,455	177,151
Inventories	513,854	410,331
Other current assets	16,225	49,819
Total Current Assets	798,599	709,424
Assets of Discontinued Operations	-	15,231
Property, Plant and Equipment:
Land and improvements	13,407	17,548
Buildings	62,532	127,724
Machinery and equipment	188,073	258,749
	264,012	404,021
Accumulated depreciation	(12,096)	(226,608)
	251,916	177,413
Investments and Other Assets:
Goodwill	-	320,947
Excess reorganization value	22,547	-
Intangible assets, net	243,595	29,831
Other assets	55,057	40,082
	321,199	390,860
Total Assets	$ 1,371,714	$ 1,292,928

See accompanying notes to consolidated financial statements

Joy Global Inc.
Consolidated Balance Sheet
(In thousands)
	Successor	Predecessor
	Company	Company
	October 31,	October 31,
	2001	2000
LIABILITIES AND SHAREHOLDERS' EQUITY(DEFICIT)
Current Liabilities:
Short-term notes payable, including current
portion of long-term obligations	$ 1,733	$ 108,774
Trade accounts payable	75,607	72,491
Employee compensation and benefits	40,555	52,210
Advance payments and progress billings	15,482	11,052
Accrued warranties	31,473	34,941
Income taxes payable	80,808	104,869
Accrued professional fees	19,582	17,292
Other accrued liabilities	90,046	88,999
Total Current Liabilities	355,286	490,628
Long-term Obligations	288,203	3,124
Other Non-current Liabilities:
Liability for postretirement benefits	44,877	32,331
Accrued pension costs	183,542	13,738
Other	7,605	5,866
	236,024	51,935
Liabilities Subject to Compromise	-	1,220,675
Liabilites of Discontinued Operations	-	314,725
Minority Interest	8,494	6,533
Commitments and Contingencies (Note 18)	-	-
Shareholders' Equity (Deficit)
Successor common stock, $1 par value
(authorized 150,000,000 shares; 50,000,000 deemed
shares issued at October 31, 2001)	50,000	-
Predecessor common stock, $1 par value
(authorized 150,000,000 shares; issued 51,668,939
shares at October 31, 2000)	-	51,669
Capital in excess of par value	581,898	563,542
Retained earnings (deficit)	(76,498)	(1,204,314)
Accumulated other comprehensive (loss)	(71,693)	(114,874)
Less:
Stock employee compensation trust
(1,433,147 shares) at market	-	(100)
Treasury stock (3,881,929 shares), at cost	-	(90,615)
Total Shareholders' Equity(Deficit)	483,707	(794,692)
Total Liabilities and Shareholders' Equity (Deficit)	$ 1,371,714	$ 1,292,928

See accompanying notes to consolidated financial statements

Joy Global Inc.
Consolidated Statement of Cash Flows
(In thousands)
	Successor	Predecessor
	Company	Company
	Period From	Period From	Fiscal year	Fiscal year
	June 24, 2001 to	November 1, 2000	ended October	ended October
	October 31, 2001	to June 23, 2001	31, 2000	31, 1999
Operating Activities:
Net income (loss)	$ (76,498)	$ 1,427,898	$ 264,624	$ (1,680,268)
Add (deduct) - items not affecting cash:
(Income) loss from and net (gain) loss on disposal of
discontinued operations	-	(253,183)	(294,177)	1,327,180
Restructuring and other special (credits) charges	-	(58)	4,518	30,495
Extraordinary gain on debt discharge	-	(1,124,083)	-	-
Reorganization items	-	7,090	25,108	14,615
Fresh start accounting gain	-	(45,057)	-	-
Minority interest, net of dividends paid	1,217	1,062	1,224	957
Depreciation and amortization	27,598	28,821	46,590	47,131
Amortization of financing fees	1,061	4,286	10,799	3,409
Fresh start inventory taken to cost of sales	74,570	-	-	-
Increase (decrease) in income taxes, net of change
in valuation allowance	9,474	(32,620)	2,127	204,067
Other - net	(142)	(479)	(7,716)	5,834
Changes in Working Capital Items:
(Increase) decrease in restricted cash	7,055	(26,468)	-	-
(Increase) decrease in accounts receivable - net	8,791	(45,590)	13,975	11,075
(Increase) decrease in inventories	(7,602)	(26,302)	13,772	21,129
(Increase) decrease in other current assets	12,613	(11,701)	(3,585)	(18,881)
Increase (decrease) in trade accounts payable	10,688	(6,196)	7,420	40,412
Increase (decrease) in employee compensation and benefits	(4,156)	(1,040)	8,345	6,424
Increase (decrease) in advance payments and progress billings	(3,856)	8,672	(31,146)	8,588
Increase (decrease) in other accrued liabilities	1,790	(9,316)	(25,180)	(11,599)
Net cash provided (used) by continuing operations	62,603	(104,264)	36,698	10,568
Investment and Other Transactions:
Property, plant and equipment acquired	(9,588)	(12,670)	(32,410)	(26,610)
Property, plant and equipment retired	2,487	2,445	22,786	12,318
Deposit related to APP letters of credit and other	(6,005)	13,649	21,706	(16,434)
Net cash provided (used) by investment and other transactions	(13,106)	3,424	12,082	(30,726)
Financing Activities:
Borrowings under Credit Agreement	-	212,618	-	-
Increase (decrease) in short-term notes payable	(7,175)	(71,081)	3,345	18,910
Repayments of borrowings under Credit Agreement	(48,688)	-	-	-
Credit Agreement financing fees	(2,580)	(11,207)	-	-
Borrowings under debtor-in-possession facility	-	55,000	115,000	167,000
Debtor-in-possession financing fees	-	(313)	(2,563)	(15,000)
Repayments of borrowings under debtor-in-possession facility	-	(90,000)	(252,000)	-
Borrowings under long-term obligations prior to bankruptcy filing	-	-	-	125,000
Issuance of long-term obligations	583	2,066	2,043	-
Payments on long-term obligations	(10)	(4,127)	(47,565)	(2,113)
Dividends paid	-	-	-	(4,592)
Net cash provided (used) by financing activities	(57,870)	92,956	(181,740)	289,205
Effect of Exchange Rate Changes on Cash and
Cash Equivalents	(1,802)	(726)	(3,952)	(93)
Cash Provided (Used) in Discontinued Operations	-	(13,686)	151,582	(241,513)
Increase (Decrease) in Cash and Cash Equivalents	(10,175)	(22,296)	14,670	27,441
Cash and Cash Equivalents at Beginning of Period	49,827	72,123	57,453	30,012
Cash and Cash Equivalents at End of Period	$ 39,652	$ 49,827	$ 72,123	$ 57,453
Supplemental cash flow information
Interest paid	$ 10,745	$ 10,650	$ 30,544	$ 21,983
Income taxes paid (refunded)	1,490	3,390	(9,810)	1,080

See accompanying notes to consolidated financial statements

Joy Global Inc.
Consolidated Statement of Shareholders' Equity (Deficit)
(In thousands)
				Accumulated
Predecessor Company		Capital in	Retained	Other
	Common	Excess of	Earnings	Comprehensive		Treasury
	Stock	Par Value	(Deficit)	Income (Loss)	SECT	Stock	Total
Balance at October 31, 1998	$ 51,669	$ 586,509	$ 216,065	$ (60,289)	$ (13,525)	$ (113,579)	$ 666,850
Comprehensive income (loss):
Net loss	-		(1,680,268)	-	-	-	(1,680,268)
Change in additional minimum pension liability	-	-	-	(6,365)	-	-	(6,365)
Currency translation adjustment	-	-	-	(13,306)	-	-	(13,306)
Total comprehensive income (loss)							(1,699,939)
Dividends paid ($.10 per share)	-	-	(4,735)	-	-	-	(4,735)
Dividends on shares held by SECT	-	143	-	-	-	-	143
600,000 shares purchased by employee and director benefit plans	-	(10,035)	-	-	-	15,582	5,547
Adjust SECT shares to market value	-	(11,913)	-	-	11,913	-	-
Adjust Rabbi Trust shares	-	-	-	-	-	(886)	(886)
Unearned compensation expense on
executive contract buyout	-	7,462	-	-	-	-	7,462
Amortization of unearned compensation
on restricted stock	-	407	-	-	-	-	407
Balance at October 31, 1999	$ 51,669	$ 572,573	$(1,468,938)	$ (79,960)	$ (1,612)	$ (98,883)	$ (1,025,151)
Comprehensive income (loss):
Net income	-	-	264,624	-	-	-	264,624
Change in additional minimum pension liability	-	-	-	1,732	-	-	1,732
Currency translation adjustment	-	-	-	(36,646)	-	-	(36,646)
Total comprehensive income (loss)							229,710
300,000 shares purchased by employee and director benefit plans	-	(7,519)	-	-	-	7,519	-
Adjust SECT shares to market value	-	(1,512)	-	-	1,512	-	-
Adjust Rabbi Trust shares	-	-	-	-	-	749	749
Balance at October 31, 2000	$ 51,669	$ 563,542	$ (1,204,314)	$ (114,874)	$ (100)	$ (90,615)	$ (794,692)

See accompanying notes to consolidated financial statements

Joy Global Inc.
Consolidated Statement of Shareholders' Equity (Deficit)
(In thousands)
				Accumulated
		Capital in	Retained	Other
	Common	Excess of	Earnings	Comprehensive		Treasury
	Stock	Par Value	(Deficit)	Income (Loss)	SECT	Stock	Total
Balance at October 31, 2000	$ 51,669	$ 563,542	$ (1,204,314)	$ (114,874)	$ (100)	$ (90,615)	$ (794,692)
Comprehensive income (loss):
Net income (loss):	-	-	1,427,898	-	-	-	1,427,898
Change in additional minimum pension liability	-	-	-	-	-	-	-
Derivative instrument fair market value adjustment	-	-	-	(456)	-	-	(456)
Cummulative effect of change in accounting principle for derivative and hedging activities	-	-	-	(182)	-	-	(182)
Currency translation adjustment	-	-	-	(11,487)	-	-	(11,487)
Total comprehensive income (loss)			-				1,415,773
Fresh start adjustments	(51,669	(563,542)	(223,584)	126,999	100	90,615	(621,081)
Balance at June 23, 2001	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Successor Company
Balance at June 24, 2001	$ -	$ -	$ -	$ -	$ -	$ -	$ -
Distribution of new common stock *	50,000	581,898	-	-	-	-	631,898
Comprehensive income (loss):
Net loss	-	-	(76,498)	-	-	-	(76,498)
Change in additional minimum pension liability	-	-	-	(69,032)	-	-	(69,032)
Derivative instrument fair market value adjustment	-	-	-	433		-	433
Currency translation adjustment	-	-	-	(3,094)	-	-	(3,094)
Total comprehensive income (loss)							(148,191)
Balance at October 31, 2001	$ 50,000	$ 581,898	$ (76,498)	$ (71,693)	$ -	$ -	$ 483,707

* All fifty million shares of common stock to be distributed under the Company's reorganization plan are considered outstanding for purposes of these financial statements.

See accompanying notes to consolidated financial statements

Joy Global Inc.
Notes to Consolidated Financial Statements
October 31, 2001

1.   Reorganization and Emergence From Chapter 11

Joy Global Inc. (the "Company" or the "Successor Company") was known as Harnischfeger Industries, Inc. (the "Predecessor Company") prior to the Company's emergence from Chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code") on July 12, 2001 (the "Effective Date"). On June 7, 1999 ("the Petition Date"), the Predecessor Company and substantially all of its domestic operating subsidiaries filed voluntary petitions for reorganization under the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The Predecessor Company operated its business and managed its assets in the ordinary course as debtor-in-possession, and obtained court approval for transactions outside the ordinary course of business. All liabilities of the Predecessor Company outstanding at the Petition Date were reclassified to liabilities subject to compromise.

By order dated May 29, 2001, the Bankruptcy Court confirmed the Third Amended Joint Plan of Reorganization (the "Amended POR") of the Predecessor Company. Effective July 12, 2001, the Predecessor Company entered into a secured credit facility with Deutsche Banc Alex. Brown and other lenders. Concurrently, the Predecessor Company entered into an indenture dated July 10, 2001 (the "Senior Note Indenture") providing for the issuance of up to $167 million 10.75% Senior Notes due 2006. As a result, all conditions precedent to the effectiveness of the Amended POR were met, the Amended POR became effective, and the Predecessor Company changed its name to Joy Global Inc. The Company formally emerged from bankruptcy on the Effective Date.

The Company's reorganization plan provides that fifty million shares of new common stock be distributed to holders of allowed pre-petition claims against the Predecessor Company. On July 31, 2001, the Company distributed 39,743,681 shares of common stock to holders of such claims. The initial distribution equated one share of Joy Global Inc. common stock to a $28.60 allowed claim and was based on approximately $1.43 billion of "current adjusted claims", approximately $1.14 billion of which related to resolved claims and approximately $290 million of which related to provisions for unresolved claims. Future distributions of stock are expected to take place at six-month intervals as the remaining bankruptcy related claims are resolved. The Company estimates that, if such claims are resolved as the Company currently anticipates, "total projected claims" or the total amount of claims after all claims have been resolved will be approximately $1.20 billion. While this number has not changed significantly since it was included in the Amended POR, given the uncertainties inherent in the claims resolution process, there can be no assurance that the remaining claims will be resolved for the amounts currently estimated by the Company. The amount of stock distributed in each future distribution to holders of pre-petition claims against the Predecessor Company is contingent on the resolution of such claims. For purposes of these financial statements, all fifty million shares that will ultimately be distributed to creditors are treated as outstanding.

Beginning August 9, 2001, the Company distributed a total of $108.8 million in 10.75% Senior Notes due 2006 (the "Senior Notes") to holders of allowed pre-petition claims against the Company's principal operating subsidiaries, Joy Mining Machinery and P&H Mining Equipment, and their domestic subsidiaries. The Company believes that substantially all of such claims were resolved prior to the distribution and that no significant future distributions of Senior Notes will be necessary.

Joy Global Inc.
Notes to Consolidated Financial Statements
October 31, 2001

2.    Basis of Presentation and Fresh Start Accounting

The Company accounted for the consummation of the Amended POR as of June 23, 2001 coinciding with the end of its June reporting period for financial reporting convenience purposes. The enterprise value of the Successor Company on the Effective Date was established at $960 million based on a calculation of the present value of the free cash flows under the Company's financial projections including the estimated effects of the Company's net operating loss carry-forwards and excess cash.

The Company adopted fresh start accounting pursuant to the guidance provided by the American Institute of Certified Public Accountant's Statement of Position 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code" ("SOP 90-7"). In accordance with the principles of fresh start accounting, the Company has adjusted the value of its assets and liabilities to their fair values as of the Effective Date with the excess of the Company's enterprise value over the fair value of its tangible and identifiable intangible assets and liabilities reported as excess reorganization value in the Consolidated Balance Sheet. The net effect of all fresh start accounting adjustments resulted in a gain of $45.1 million, which is reflected in the Predecessor Company 2001 Eight Months.

The following table describes the periods presented in the financial statements and related notes thereto:

Period	Referred to as
Results for the Successor Company
From June 24, 2001 through October 31, 2001	"Successor Company 2001 Four Month"
Results for the Predecessor Company
From November 1, 2000 through June 23, 2001	"Predecessor Company 2001 Eight Months"
Results for the Predecessor Company
Twelve months ended October 31, 2000	"Fiscal 2000"
Results for the Predecessor Company
Twelve months ended October 31, 1999	"Fiscal 1999"

The effects of the Amended POR and the application of fresh start accounting on the Company's pre-confirmation consolidated balance sheet are as follows:

Joy Global Inc.
Reorganized Condensed Consolidated Balance Sheet
As of June 23, 2001
(In thousands)

		Predecessor										Successor
		Company										Company
		June 23,		Debt		Fresh Start		Discontinued		Exit		June 23,
In thousands		2001		Discharge		Adjustments		Operations		Financing		2001
ASSETS
Current assets:
Cash and cash equivalents	$	49,889	$	-	$	-	$	(62)	(g)	$     -	$	49,827
Restricted cash		-		-		-		-		26,468	(i)	26,468
Accounts receivable, net		220,400		-		-		(202)	(g)	-		220,198
Inventories		436,921		-		156,798	(b)	-		-		593,719
Other current assets		53,121		-		(34,145)	(f)	-		7,200	(i)	26,176
Total current assets		760,331		-		122,653		(264)		33,668		916,388
Assets of discontinued operations		8,892		-		-		(8,892)	(h)	-		-
Property, plant and equipment, net		165,149		-		93,257	(c)	-		-		258,406
Goodwill, net		310,074		-		(310,074)	(d)	-		-		-
Excess reorganization value and intangible assets		24,175		-		256,902	(d)	-		-		281,077
Other assets		45,830		-		(11,640)	(f)	-		11,207	(i)	45,397
Total assets	$	1,314,451	$	-	$	151,098	$	(9,156)	$	44,875	$	1,501,268
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term notes payable, including current portion of long-term debt	$	79,784	$	-	$	-	$	-	$	(72,408)	(i)	$ 7,376
Debtor-in-possession financing		80,000		-		-		-		(80,000)	(i)	-
Trade accounts payable		65,639		-		-		-		-		65,639
Income taxes payable		71,190		-		1,420	(e)	-		-		72,610
Other accrued liabilities		221,440		-		8,533	(f)	-		(8,901)	(i)	221,072
Total current liabilities		518,053		-		9,953		-		(161,309) -		366,697
Liabilities subject to settlement		-		118,992	(a)	-		-		(6,434)	(i)	112,558
Long term debt		2,523		12,600	(a)	-		-		212,618	(i)	227,741
Other non-current liabilities		58,447		-		96,088	(f)	-		-		154,535
Liabilities subject to compromise		1,255,675		(1,255,675)	(a)	-		-		-		-
Liabilities of discontinued operations		265,509		-		-		(265,509)	(h)	-		-
Minority interest		7,839		-		-		-		-		7,839
Shareholders' equity (deficit)		(793,595)		1,124,083		45,057		256,353		-		631,898
Total liabilities and shareholders' equity (deficit)	$	1,314,451	$	-	$	151,098	$	(9,156)	$	44,875	$	1,501,268

Joy Global Inc.
Notes to Consolidated Financial Statements
October 31, 2001
(In thousands)

Adjustments reflected in the Reorganized Condensed Consolidated Balance Sheet are as follows:

(a)	Liabilities subject to compromise have been adjusted to reflect the settlement of the claims for cash and/or the issuance of common shares in the reorganized company of approximately $1.3 billion, reinstatement of industrial revenue bonds of $12.6 million and the reclassification of $119.0 million of claims to be subsequently converted to Senior Notes (see Note 1).
(b)	Finished goods and work-in-progress inventories have been valued based on their estimated net selling prices less cost to complete, costs of disposal and reasonable profit allowance.
(c)	Property, plant and equipment have been adjusted to reflect the fair value of the assets based on independent appraisals.
(d)	The unamortized balance of goodwill of the Predecessor Company has been eliminated. The Successor Company has recorded excess of reorganization value over the fair value of the Company's assets and liabilities in accordance with SFAS No. 141 (see Note 4).
(e)	Income taxes payable have been adjusted to reflect the Company's estimated future tax liability.
(f)	The assets and liabilities of the Company's pension and post-retirement benefits other than pensions have been adjusted to include the present values of future obligations.
(g)	Cash and accounts receivable were adjusted for certain non-Beloit subsidiaries that were liquidated pursuant to the Amended POR.
(h)	The assets and liabilities of Beloit Corporation were eliminated and transferred to the liquidating trust pursuant to the Amended POR.
(i)	The $212.6 million proceeds from the new credit facility (see Note 9) were used as follows; $26.5 million was placed in escrow for the estimated amount of professional fees to be settled post-emergence as provided in the Amended POR; $7.2 million was loaned to the Beloit Estate and recorded as a third party note receivable (100% provision for uncollectable amounts was recorded in the Predecessor Company June 23, 2001 balance sheet for this note); $11.2 million related to finance fees associated with the new credit facility which have been recorded in other assets and will be amortized over the life of the credit facility; $72.4 million was used to repay foreign debt facility; $80.0 million was used to pay the debtor-in-possession financing facility; $8.9 million was used to pay employee retention plans and interest on reinstated industrial revenue bonds; and the remaining $6.4 million was used to pay executory contract cure amounts and personal property tax escrow.

3.   Significant Accounting Policies

Nature of Operations: The Company is the direct successor to a business begun over 115 years ago which, through its subsidiaries, manufactures and markets products classified into two business segments: underground mining machinery (Joy) and surface mining equipment (P&H). Joy is a major manufacturer of underground mining equipment for the extraction of bedded minerals and offers comprehensive service locations near major mining regions worldwide. P&H is a major producer of surface mining equipment for the extraction of ores and minerals and provides extensive operational support for many types of equipment used in surface mining.

Principles of Consolidation: The Consolidated Financial Statements include the accounts of all majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Ultimate realization of assets and settlement of liabilities in the future could differ from those estimates.

Cash Equivalents: The Company considers all highly liquid debt instruments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents as of October 31, 2001 and 2000 were $21.0 and $50.4 million, respectively.

Restricted Cash: Restricted cash will be used to settle pre-emergence professional fees in accordance with the Amended POR.

Inventories: The Predecessor Company's inventories were stated at the lower of cost or market using the last-in, first-out (LIFO) method for substantially all domestic inventories and the first-in, first-out (FIFO) method for inventories of foreign subsidiaries. The Successor Company's inventories are carried at the lower of cost or market using the FIFO method for all inventories. The Company evaluates the need to record adjustments for impairment of inventory on a regular basis. The Company's policy is to evaluate all inventory including manufacturing raw material, work-in-process, finished goods, and spare parts. Inventory in excess of the Company's estimated usage requirements is written down to its estimated net realizable value. Inherent in the estimates of net realizable value are management estimates related to the Company's future manufacturing schedules, customer demand, possible alternative uses and ultimate realization of potentially excess inventory.

Property, Plant and Equipment: Property, plant and equipment are stated at historical cost for the Predecessor Company and include fresh start adjustments for the Successor Company. Expenditures for major renewals and improvements are capitalized, while maintenance and repair costs that do not significantly improve the related asset or extend its useful life are charged to expense as incurred. For financial reporting purposes, plant and equipment are depreciated primarily by the straight-line method over the estimated useful lives of the assets which generally range from 5 to 20 years for improvements, from 33 to 50 years for buildings and from 3 to 15 years for machinery and equipment. Depreciation expense for the Successor Company 2001 Four Months, Predecessor Company 2001 Eight Months, Fiscal 2000 and Fiscal 1999 was $12.6 million, $16.6 million, $25.8 million and $26.6 million, respectively. Depreciation claimed for income tax purposes is computed by accelerated methods. In connection with the implementation of fresh start accounting, the Company adjusted the value of property, plant and equipment upward by $93.3 million to reflect the fair values of the assets as of the Effective Date.

Excess Reorganization Value: Excess reorganization value represents the excess of the Successor Company's enterprise value ($960 million) over the aggregate fair value of the Company's tangible and identifiable intangible assets and liabilities at the Effective Date. As discussed more fully in Note 4 - Excess Reorganization Value and Other Intangibles, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets" at the Effective Date. Accordingly, excess reorganization value is not being amortized, however, it is evaluated when events or changes occur that suggest an impairment in carrying value.

Intangible Assets: Intangible assets of the Successor Company include software, drawings, patents, trademarks and other specifically identifiable assets recognized in accordance with fresh start accounting and adoption of SFAS No. 141 and No. 142 at the Effective Date. Amortization expense, including Predecessor Company goodwill amortization, was $15.0 million, $12.2 million, $20.8 million and $20.5 million for the Successor Company 2001 Four Months, Predecessor Company 2001 Eight Months, Fiscal 2000 and Fiscal 1999, respectively.

Other Non-current Assets: Other non-current assets as of October 31, 2001 primarily include deferred financing costs related to the Company's Credit Agreement which are being amortized over the term of the Credit Agreement. Non-current assets as of October 31, 2000 primarily included prepaid pension and deferred financing costs related to the debtor-in-possession facility.

Foreign Currency Translation: Exchange gains or losses incurred on transactions conducted by one of the Company's operations in a currency other than the operation's functional currency are normally reflected in income. An exception is made where the transaction is a long-term intercompany loan that is not expected to be repaid in the foreseeable future. In this case the transaction gain or loss is included in shareholders' equity as an element of Comprehensive Income (Loss). Assets and liabilities of international operations that have a functional currency that is not the U.S. dollar are translated into U.S. dollars at year-end exchange rates. Any gain or loss arising on this translation is included in shareholders' equity as an element of Comprehensive Income (Loss). Assets and liabilities of operations which have the U.S. dollar as their functional currency (but which maintain their accounting records in local currency) have their values converted into U.S. dollars at year-end exchange rates, except for non-monetary items for which historical rates are used. Exchange gains or losses arising on conversion of the values into U.S. dollars are recognized in income. Pre-tax foreign exchange gains (losses) included in operating income were ($0.7 million), $1.1 million, $4.0 million and $1.7 million for the Successor Company 2001 Four Months, Predecessor Company 2001 Eight Months, fiscal 2000 and fiscal 1999, respectively.

Foreign Currency Hedging and Derivative Financial Instruments: In the first quarter of fiscal 2001, the Predecessor Company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137 and No. 138. SFAS No. 133 requires all derivative instruments be recorded at fair value. The change in fair value of a derivative is required to be recorded each period in current earnings or other comprehensive income, depending on whether the derivative is designated as part of a hedge transaction and, if so, the type of hedge transaction. Initial adoption and subsequent application of SFAS No. 133 is reflected in other comprehensive income (loss).

The Company enters into derivative contracts, primarily foreign currency forward contracts, to protect the Company from fluctuations in exchange rates. These contracts are for committed foreign currency receivables and payables and not for speculative purposes.

Revenue Recognition: Revenue is recognized generally upon shipment. Revenues on long-term contracts of at least six months in duration are recorded using the percentage-of-completion method for financial reporting purposes. Sales of other products and services are recorded as products are shipped or services are rendered. Provision for estimated future costs relating to warranty expense are recorded when appropriate. The Company adopted EITF Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs" during the first quarter of fiscal 2001. The adoption resulted in the Company reclassifying certain shipping and handling costs that were recovered from customers from net sales to cost of sales.

Income Taxes: Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, and for tax basis carryforwards. Valuation allowances are provided for deferred tax assets where it is considered more likely than not that the Company will not realize the benefit of such assets. Certain tax benefits existed as of the Effective Date but were offset by valuation allowances. The utilization of these benefits to reduce income taxes paid to federal, state, and foreign jurisdictions does not reduce the Company's income tax expense. Realization of net operating loss and tax credit benefits first reduces excess reorganization value until exhausted, then other intangibles until exhausted, and thereafter is reported as additional paid in capital.

Research and Development Expenses: Research and development costs are expensed as incurred. Such costs incurred in the development of new products or significant improvements to existing products amounted to $2.8 million, $4.8 million, $6.5 million and $11.1 million for the Successor Company 2001 Four Months, Predecessor Company 2001 Eight Months, fiscal 2000 and fiscal 1999, respectively.

Earnings Per Share: Basic income (loss) per share is computed by dividing net earnings by the weighted average number of common shares outstanding during the reporting period. Diluted income (loss) per common share is computed similar to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options, if dilutive. The Successor Company's common stock was distributed following the Effective Date. For purposes of these financial statements, all fifty million are treated as outstanding. Per share and share information for the Predecessor Company is presented in Note 13 - Earnings Per Share.

Comprehensive Income: Comprehensive income consists of net income (loss), foreign currency translation effects, and charges for additional minimum pension liabilities and is presented in the Consolidated Statement of Shareholders' Equity (Deficit).

New Accounting Pronouncements: In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement Obligations" which addresses the accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. SFAS No. 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. The Company does not expect SFAS No. 143 to have a material effect on its consolidated financial condition or cash flows.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 generally establishes a standard framework from which to measure impairment of long-lived assets and expands the Accounting Principles Board ("APB") 30, "Reporting the Results of Operations--Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" to include a component of the entity (rather than a segment of the business). SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company does not expect SFAS No. 144 to have a material effect on its consolidated financial condition or cash flows.

Reclassifications: Reclassifications have been made to prior periods Predecessor financial statements to conform to the current Predecessor presentation.

4.   Excess Reorganization Value and Other Intangibles

The Company adopted SFAS No. 141 and SFAS No. 142 in connection with fresh start accounting. SFAS No. 141 requires that the purchase method of accounting be used for business combinations initiated after June 30, 2001, established specific criteria for the recognition of intangible assets separately from goodwill, and requires that unallocated negative goodwill be written off immediately as an extraordinary gain instead of being deferred and amortized. Under SFAS No. 142, goodwill and indefinite-lived intangibles are required to be reviewed for impairment at least annually at the reporting unit level. In addition, the amortization periods of intangibles with finite lives will no longer be limited to forty years. All identifiable intangible assets and excess reorganization value have been valued at their fair values as of the Effective Date.

			Successor Company				Predecessor Company
			October 31, 2001				October 31, 2000
	Estimated		Gross				Gross
	Useful		Carrying		Accumulated		Carrying		Accumulated
In thousands	Lives		Amount		Amortization		Amount		Amortization
Finite life intangible assets:
Software	3 yrs.	$	19,409	$	(2,962)	$	58,763	$	(35,304)
Backlog	7 mos.		17,120		(9,783)		-		-
Engineering drawings	10-15 yrs.		22,200		(637)		-		-
Repair and maintenance contracts	2-5 yrs.		14,800		(1,048)		-		-
Patents	11-14 yrs.		23,001		(505)		7,459		(1,640)
Subtotal			96,530		(14,935)		66,222		(36,944)
Indefinite life intangible assets:
Trademarks and technology			162,000		-		-		-
Pension asset			-		-		553		-
Subtotal			162,000		-		553		-
Total intangible assets		$	258,530	$	(14,935)	$	66,775	$	(36,944)
Goodwill		$	-	$	-	$	370,724	$	(49,777)
Excess reorganization value		$	22,547	$	-	$	-	$	-

Estimated annual amortization expense is as follows:

In thousands
For the year ending:
	2002	$ 13,900
	2003	6,575
	2004	5,893
	2005	5,893
	2006	5,893

As required by SFAS No. 142, trademarks and technology and excess reorganization value for the Successor Company will not be amortized but will be reviewed for impairment annually. The Company's operating segments have been defined as reporting units for purposes of testing intangible assets for impairment.

5.   Discontinued Operations

The Predecessor Company classified Beloit Corporation, the Company's former pulp and paper making machinery subsidiary and its subsidiaries ("Beloit") as a discontinued operation in its Consolidated Financial Statements as of October 31, 1999. Most of Beloit's assets were sold pursuant to Bankruptcy Court approved procedures prior to the Effective Date. The Predecessor Company's equity interest in Beloit was transferred to a liquidating trust on the Effective Date as provided in the Amended POR.

The Predecessor Company recorded a gain from discontinued operations of $253.2 million for the Predecessor Company 2001 Eight Months. This gain was primarily attributable to the write off of a negative investment in Beloit of approximately $1,063.4 million offset by the write off of Beloit receivables of approximately $809.7 million.

6.   Restructuring and Other Special Charges

During 1999, the Company recorded $12.0 million of restructuring charges related to rationalization of certain of Joy's original equipment manufacturing facilities and the reorganization and reduction of its world wide operating structure. Costs of $7.3 million were charged in the third quarter of fiscal 1999, primarily related to the impairment of certain assets related to a facility rationalization, and $4.7 million ($0.9 million third quarter and $3.8 million fourth quarter) were made for severance of approximately 240 employees.

During 2000, the Company recorded $6.1 million in additional charges related to Joy's reorganization and rationalization primarily related to employee severance. A prior reserve of $1.6 million was reversed during 2000 as it was no longer needed for facility rationalization. The residual reserve of $1.7 million at October 31, 2000 was utilized prior to the Effective Date.

During 1999, the Company incurred $7.7 million of charges related to certain consulting and legal costs associated with strategic financing and business alternatives investigated prior to the Chapter 11 filing. The Company recorded a charge of $19.1 million during the third quarter of 1999 in connection with certain management organizational changes. The charge was primarily associated with supplemental retirement, restricted stock, and long-term compensation obligations related to former Company officers.

Also during the third quarter of 1999, the Company recorded certain charges related to provisions for excess and obsolete inventory, warranties and doubtful accounts receivable based upon changes in the business environment resulting from the Company's filing for Chapter 11 including the Company's decision to discontinue certain equipment models and increased collection difficulties. The Company recorded a $5.3 million provision for doubtful accounts receivable, $25.0 million provision for warranty and other liabilities and $38.2 million provision for excess and obsolete inventory.

7.   Reorganization Items

Reorganization expenses are items of income, expense and loss that were realized or incurred by the Predecessor Company as a result of its decision to reorganize under Chapter 11 of the Bankruptcy Code.

Net reorganization expenses for the Predecessor Company 2001 Eight Months, fiscal 2000 and fiscal 1999 consisted of the following:

In thousands	2001	2000	1999
Professional fees directly related to the filing	$ 30,639	$39,061	$14,457
Amortization of debtor-in-possession financing costs	4,148	10,602	3,125
Accrued retention plan costs	2,228	3,603	730
Write-down of property to be sold	-	9,000	-
Settlement of performance guarantees	-	2,991	-
Rejected equipment leases	-	1,399	2,322
Interest earned on DIP proceeds	(581)	(1,268)	(330)
	$ 36,434	$65,388	$20,304

Cash payments made for reorganization items were $34,481, $40,280 and $17,237 for the Predecessor Company 2001 Eight Months, fiscal 2000 and fiscal 1999, respectively.

8.   Liabilities Subject to Compromise

As part of fresh start accounting, liabilities subject to compromise in the amount of $1,256 million were written off as part of the discharge of debt in the bankruptcy. These liabilities consisted of the following:

	Balance at
In thousands	June 23, 2001
Trade accounts payable	$ 138,085
Accrued interest expense, as of June 6, 1999	17,285
Accrued executive changes expense	8,518
Put obligation to preferred shareholders of subsidiary	5,457
8.9% Debentures, due 2022	75,000
8.7% Debentures, due 2022	75,000
7.25% Debentures, due 2025
(net of discount of $1,224 and $1,218)	148,776
6.875% Debentures, due 2027
(net of discount of $102 and $100)	149,898
Senior Notes, Series A through D, at interest rates of
between 8.9% and 9.1%, due 1999 to 2006	69,546
Revolving credit facility	500,000
Industrial Revenue Bonds, at interest rates of between
5.9% and 8.8%, due 1999 to 2017	18,615
Notes payable	20,000
Other	12,495
APP letter of credit	17,000
	$ 1,255,675

9.   Borrowings and Credit Facilities

Direct borrowings and capital lease obligations at October 31, consisted of the following:

	Successor	Predecessor
	Company	Company
In thousands	2001	2000
Domestic:
Credit Facility	$ 163,930	$ -
10.75% Senior Notes	108,836	-
Industrial Revenue Bonds	12,600	-
Capital leases	1,644	2,259
Debtor-in-possession Facility	-	30,000
Foreign:
Capital leases	2,005	1,568
Other	921	-
Australian term loan, due 2001	-	47,106
Short-term notes payable and bank overdrafts	-	30,965
	289,936	111,898
Less: Amounts due within one year	(1,733)	(108,774)
Long-term Obligations	$ 288,203	$ 3,124

On the Effective Date, obligations relating to the Predecessor Company's debtor-in-possession financing facility and certain foreign credit facilities were paid in full and the Company's $350 million Credit Agreement dated as of June 29, 2001 with Deutsche Banc Alex. Brown and a group of lenders (the "Credit Agreement") became effective. The Credit Agreement consists of a $250 million revolving loan maturing on October 31, 2005 and a $100 million term loan maturing on April 30, 2005. Substantially all of the assets of the Company and its subsidiaries are pledged as collateral under the Credit Agreement. Outstanding borrowings bear interest equal to either LIBOR plus the applicable margin (3.25% to 2.25%), or the Base Rate (defined as the higher of the Prime Rate or the Federal Funds Effective Rate plus 0.50%) plus the applicable margin (2.25% to 1.25%) at the Company's option depending on certain of its financial ratios. The Company pays a commitment fee ranging from 0.5% to 0.75% on the unused portion of the revolving loan.

In addition, Senior Notes were issued under the Senior Notes Indenture between the Company and BNY Midwest Trust Company, as Trustee. Beginning August 9, 2001, approximately $108.8 million of the notes were issued to unsecured creditors of the Company's principal operating subsidiaries, Joy Mining Machinery and P&H Mining Equipment, and their subsidiaries. The Senior Notes are unsecured and are guaranteed by the Company's domestic operating subsidiaries. The principal amount of the Senior Notes is due at maturity on July 10, 2006. Interest is payable semi-annually on April 30 and October 31 commencing on October 31, 2001. The interest due on October 31, 2001 was paid in accordance with the terms of the notes.

Both the Credit Agreement and Senior Note Indenture contain restrictions and financial covenants relating to, among other things, minimum financial performance and limitations on the incurrence of additional indebtedness and liens, asset sales, and capital expenditures. The covenants in the Senior Note Indenture are less restrictive than the covenants in the Credit Agreement. Interest coverage, leverage and EBITDA covenants in the Credit Agreement become more restrictive over the term of the agreement.

At October 31, 2001, outstanding borrowings under the Credit Agreement were $163.9 million. In addition, outstanding letters of credit issued under the Credit Agreement, which count toward the $350 million credit limit, totaled approximately $69.3 million. The interest rate on the $100 million term loan was 6.88% and the weighted average rate on the outstanding balance of the revolver was 6.82% at October 31, 2001. As of October 31, 2001 there was $112 million available for additional borrowings and letters of credit under the Credit Agreement. The available balance is limited to the Company's available borrowing base collateral balance at the end of October.

By amendment dated December 26, 2001, the Credit Agreement was amended and restated to reflect certain debt covenant modifications and clarification of certain definitional and administrative items. The debt covenant amendments included increasing the amount of allowable rent expense the Company may incur on an annual basis from $15 million to $25 million and providing more favorable financial covenants for future measurement periods over the remaining term of the Credit Agreement. The Company incurred $18 million of rent expense for the Successor and Predecessor Combined 2001 period which, absent the amendment and restatement, was in violation of the annual rent expense covenant of the Credit Agreement.

10.   Income Taxes

The consolidated provision (benefit) for income taxes included in the Consolidated Statement of Operations consisted of the following:

	Successor	Predecessor
	Company	Company
	2001 Four	2001 Eight	Fiscal	Fiscal
In thousands	Months	Months	2000	1999
Current provision (benefit)
Federal	$ -	$ (34,755)	$ (13,994)	$ -
State	300	600	850	230
Foreign	12,900	7,400	10,144	7,836
Total current	$ 13,200	$ (26,755)	$ (3,000)	$ 8,066
Deferred provision (benefit)
Federal	-	-	-	101,824
State and foreign	-	-	-	112,410
Total deferred	-	-	-	214,234
Total consolidated income tax provision (benefit)	$ 13,200	$ (26,755)	$ (3,000)	$ 222,300

During the Predecessor Company's 2001 Eight Months, a $34.8 million tax benefit related to a reduction in unallocated tax reserves was recorded. This benefit resulted from favorable developments and settlements of various tax issues, as well as the emergence from bankruptcy without the filing of any significant claims by U.S. federal, state, and local taxing authorities. In the fourth quarter of fiscal 2000, the Predecessor Company recorded a $15 million tax benefit related to a reduction in unallocated tax reserves. This benefit resulted from favorable developments and settlements of various foreign tax issues.

The income tax provision (benefit) included in the Consolidated Statement of Operations consisted of the following:

	Successor	Predecessor
	Company	Company
	2001 Four	2001 Eight	Fiscal	Fiscal
In thousands	Months	Months	2000	1999
Continuing operations	$ 13,200	$ (26,755)	$ (3,000)	$ 220,448
Income (loss) from and net gain
(loss) on disposal of discontinued
operations	-	-	-	1,852
	$ 13,200	$ (26,755)	$ (3,000)	$ 222,300

The components of income (loss) for the Company's domestic and foreign operations were as follows:

	Successor	Predecessor
	Company	Company
	2001 Four	2001 Eight	Fiscal	Fiscal
In thousands	Months	Months	2000	1999
Domestic income (loss)	$ (59,375)	$ (6,853)	$ (85,762)	$ (136,061)
Foreign income (loss)	(2,706)	31,792	54,433	4,378
Pre-tax income (loss) from continuing operations	$ (62,081)	$ 24,939	$ (31,329)	$ (131,683)

The reconciliations between the income tax provisions (benefits) recognized in the Company's Consolidated Statement of Operations and the income tax provisions (benefits) computed by applying the statutory federal income tax rate to the income (loss) from continuing operations are as follows:

	Successor	Predecessor
	Company	Company
	2001 Four	2001 Eight	Fiscal	Fiscal
In thousands	Months	Months	2000	1999
Income tax computed at federal
statutory tax rate	$ (21,728)	$ 8,729	$ (10,965)	$ (46,089)
Goodwill amortization not
deductible for tax purposes	-	823	968	968
Differences in foreign and U.S. tax rates	13,847	(3,727)	(4,080)	15,783
State income taxes, net of federal tax impact	195	390	552	150
General business and foreign tax credits utilized	-	-	-	(1,500)
Resolution of tax issues	-	(34,755)	(15,000)	-
Other items, net	270	538	546	1,088
Valuation allowance	20,616	1,247	24,979	250,048
	$ 13,200	$ (26,755)	$ (3,000)	$ 220,448

Temporary differences and carryforwards at October 31 are as follows:

	Fiscal	Fiscal
In thousands	2001	2000
Inventories	$ (44,971)	$ 3,863
Reserves not currently deductible	15,780	21,280
Depreciation and amortization in excess of book expense	(38,336)	(7,776)
Intangibles	(28,662)	(1,286)
Employee benefit related items	71,957	30,947
Tax credit carryforwards	21,342	42,496
Tax loss carryforwards	467,178	532,983
Other, net	19,368	(138,647)
Valuation allowance	(483,656)	(483,860)
Net deferred tax asset	$             -	$             -

At October 31, 2000, the Company had general business tax credits of $16.4 million expiring in 2008 through 2013 and alternative minimum tax credit carryforwards of $4.9 million which do not expire.

The Company estimates that the Predecessor Company will have generated tax loss carryforwards consisting of gross federal loss carryforwards of $895.0 million expiring from 2018 to 2021 with a net tax benefit of $313.3 million, tax benefits related to foreign carryforwards of $29.2 million with various expiration dates, and tax benefits related to state carryforwards of $115.9 million with various expiration dates. For financial statement purposes, all future tax benefits related to the recognition of net operating losses are offset wholly by valuation reserves at the end of both fiscal years. Additionally, certain carryforwards have been reduced upon emergence from bankruptcy due to the rules and regulations in the Internal Revenue Code related to cancellation of indebtedness income that is excluded from taxable income. These adjustments are included in the net operating loss values detailed above. Because the Company's plan of reorganization provided for substantial changes in the Company's ownership, there are annual limitations on the amount of federal and certain of the state carryforwards which the Company may be able to utilize on its income tax returns. This annual limitation is an amount equal to the value of the stock of the Company immediately before the ownership change adjusted to reflect the increase in value of the Company resulting from the cancellation of creditor's claims multiplied by a federally mandated long-term tax exempt rate. The annual limitation is currently estimated to be approximately $46 million. The annual limitation may be increased by certain transactions which result in recognition of "built-in" gains - unrecognized gains existing as of the date the Company emerged from bankruptcy.

The Company estimates that the Successor Company 2001 Four Months will have generated tax loss carryforwards consisting of federal loss carryforwards of $9.2 million expiring in 2021 with a net tax benefit of $3.2 million, tax benefits related to foreign carryforwards of $0.8 million with various expiration dates, and tax benefits related to state carryforwards of $4.8 million with various expiration dates. The carryforwards are available for reduction of future income tax liabilities of the Company and its subsidiaries, and should not be subject to the annual limitations mentioned above for financial statement purposes. All future tax benefits related to the recognition of these net operating losses are offset wholly by valuation reserves consistent with all other loss carryforwards.

As of October 31, 2001, the Company estimates it will have a net deferred tax asset, including loss and credit carryforwards of $483.7 million for financial statement purposes. A valuation allowance has been recorded against the entire net deferred tax asset because of uncertain realization. The Company's emergence from bankruptcy did not create a new tax reporting entity. Accordingly, the adjustments required to adopt fresh start accounting are not applicable for the Company's tax reporting. Therefore, the fresh start adjustments with the exception of goodwill have created new deferred tax items which will be recognized concurrently with the recognition of the respective fresh start accounting adjustments.

The Company currently believes that realization of net operating losses, tax credits, and other deferred tax asset benefits in the near term is not more likely than not. The Company's reorganization has resulted in a significantly modified capital structure by which SOP 90-7 requires the Company to apply fresh start accounting. Under fresh start accounting, reversals of valuation reserves recorded against deferred tax assets that existed as of the emergence date will first reduce any excess reorganization value until exhausted, then other intangibles until exhausted and thereafter are reported as additional paid in capital. Consequently, the Company will recognize cash tax savings in the year of asset recognition without the corresponding benefit to income tax expense.

U.S. income taxes, net of foreign taxes paid or payable, have been provided on the undistributed profits of foreign subsidiaries, except in those instances where such profits are expected to be permanently reinvested. Such unremitted earnings of subsidiaries which have been or are intended to be permanently reinvested were $282.4 million at October 31, 2001. If for some reason not presently contemplated such profits were to be remitted or otherwise become subject to U.S. income tax, the Company expects to incur tax at substantially less than the U.S. income tax rate as a result of net operating loss carryforwards and foreign tax credits that would be available.

11.  Accounts Receivable

Accounts receivable at October 31 consisted of the following:

	Successor	Predecessor
	Company	Company
In thousands	2001	2000
Trade receivables	$ 192,510	$ 156,792
Unbilled receivables (due within one year)	24,782	28,490
Allowance for doubtful accounts	(7,837)	(8,131)
	$ 209,455	$ 177,151

12.  Inventories

Consolidated inventories at October 31 consisted of the following:

	Successor	Predecessor
	Company	Company
In thousands	2001	2000
Finished goods	$ 293,646	$ 208,473
Work in process and purchased parts	190,615	224,554
Raw materials	29,593	29,127
	513,854	462,154
Less excess of current cost over stated LIFO value	-	(51,823)
	$ 513,854	$ 410,331

In connection with the implementation of fresh start accounting, the Company revalued its inventories on the Effective Date to their fair values (estimated selling prices less costs to complete, cost of disposal and a reasonable profit allowance), resulting in an increase of $156 million. As of October 31, 2001, $51.3 million of the initial fair value adjustment remains in inventory.

13.  Earnings Per Share

The following table sets forth the reconciliation of the numerators and denominators used to calculate the basic and diluted earnings per share:

	Successor	Predecessor
	Company	Company
	2001 Four	2001 Eight	Fiscal	Fiscal
In thousands	Months	Months	2000	1999
Basic Earnings (Loss):
Income (loss) from continuing operations	$ (76,498)	$ 50,632	$ (29,553)	$ (353,088)
Income (loss) from discontinued operations	-	(3,170)	66,200	(798,180)
Net gain (loss) on disposal of discontinued operations	-	256,353	227,977	(529,000)
Income (loss) from extraordinary item	-	1,124,083	-	-
Net income (loss)	$ (76,498)	$ 1,427,898	$ 264,624	$ (1,680,268)
Basic weighted average common shares outstanding (Note 3)	50,000	46,816	46,717	46,329
Basic Earnings (Loss) Per Share:
Income (loss) from continuing operations	$ (1.53)	$ 1.08	$ (0.63)	$ (7.62)
Income (loss) from and net gain (loss) on disposal
of discontinued operations	-	5.41	6.30	(28.65)
Income (loss) from extraordinary item	-	24.01	-	-
Net income (loss)	$ (1.53)	$ 30.50	$ 5.67	$ (36.27)
Diluted Earnings (Loss):
Income (loss) from continuing operations	$ (76,498)	$ 50,632	$ (29,553)	$ (353,088)
Income (loss) from discontinued operations	-	(3,170)	66,200	(798,180)
Net gain (loss) on disposal of discontinued operations	-	256,353	227,977	(529,000)
Income (loss) from extraordinary item	-	1,124,083	-	-
Net income (loss)	$ (76,498)	$ 1,427,898	$ 264,624	$ (1,680,268)
Basic weighted average common shares outstanding (Note 3)	50,000	46,816	46,717	46,329
Assumed exercise of stock options	-	-	-	-
Diluted weighted average common shares outstanding (Note 3)	50,000	46,816	46,717	46,329
Diluted Earnings (Loss) Per Share:
Income (loss) from continuing operations	$ (1.53)	$ 1.08	$ (0.63)	$ (7.62)
Income (loss) from and net gain (loss) on disposal
of discontinued operations	-	5.41	6.30	(28.65)
Income (loss) from extraordinary item	-	24.01	-	-
Net income (loss)	$ (1.53)	$ 30.50	$ 5.67	$ (36.27)

Options to purchase approximately 932,000, 663,000 and 1,523,000 shares of common stock were outstanding at October 31, 2001, 2000 and 1999, respectively, but were not included in the computation of diluted earnings per share because the additional shares would reduce the (loss) per share amount from continuing operations, and therefore, the effect would be anti-dilutive.

14.  Pensions and Other Employee Benefits

The Company and its subsidiaries have a number of defined benefit, defined contribution and government mandated pension plans covering substantially all employees. Benefits from these plans are based on factors that include various combinations of years of service, fixed monetary amounts per year of service, employee compensation during the last years of employment and the recipient's social security benefit. The Company's funding policy with respect to its qualified plans is to contribute annually not less than the minimum required by applicable law and regulation nor more than the amount which can be deducted for income tax purposes. The Company also has a nonqualified supplemental pension plan that is based on credited years of service and compensation during the last years of employment.

Certain foreign plans, which supplement or are coordinated with government plans, many of which require funding through mandatory government retirement or insurance company plans, have pension funds or balance sheet accruals which approximate the actuarially computed value of accumulated plan benefits as of October 31, 2001 and 2000.

The Company recorded additional minimum pension liabilities of $69.0 million and $5.2 million in 2001 and 2000, respectively, to recognize the unfunded accumulated benefit obligations of certain plans. Corresponding amounts are required to be recognized as intangible assets to the extent of the unrecognized prior service cost and the unrecognized net transition obligation on an individual plan basis. Any excess of the minimum pension liability above the intangible asset is recorded as a separate component and reduction in shareholders equity. No intangible pension assets were recognized for the Successor Company 2001 Four Months. Intangible pension assets of $0.6 million were recognized in fiscal 2000. The balance of $69.0 million and $4.6 million in 2001 and 2000, respectively, were included in shareholders equity (deficit).

Total pension (income) expense for all defined benefit plans was ($0.4) million, $151.7 million, ($4.7) million and ($1.9) million for the Successor Company 2001 Four Months, Predecessor Company's 2001 Eight Months, fiscal 2000 and 1999, respectively. Total pension expense for all defined contribution plans was $0.4 million, $0.9 million, $1.3 million and $5.6 million for the Successor Company 2001 Four Months, Predecessor Company's 2001 Eight Months, fiscal 2000 and 1999, respectively.

The significant increase in the pension expense during 2001 is primarily attributed to the decline in the U.S. stock market, continued downward pressure on interest rates, significantly lower than expected return on plan assets and the investment losses incurred.

Net periodic pension costs for U.S. plans and plans of subsidiaries outside the United States included the following components:

	U.S. Pension Plans				Non-U.S. Pension Plans
	Successor	Predecessor			Successor	Predecessor
	Company	Company			Company	Company
	2001 Four	2001 Eight	Fiscal	Fiscal	2001 Four	2001 Eight	Fiscal	Fiscal
In thousands	Months	Months	2000	1999	Months	Months	2000	1999
Components of Net Periodic Benefit Cost (Income)
Service cost	$ 2,933	$ 5,123	$ 10,195	$ 14,973	$ 1,308	$ 2,155	$ 5,162	$ 6,721
Interest cost	13,650	25,114	36,660	36,372	6,513	13,179	22,285	27,182
Expected return on assets	(13,626)	(30,558)	(45,548)	(42,577)	(11,176)	(22,553)	(36,394)	(42,245)
Amortization of:
Transition obligation (asset)	-	218	371	626	-	(131)	(363)	(746)
Prior service cost	-	1,734	2,350	4,018	-	116	222	203
Actuarial loss	-	125	347	785	-	73	106	144
Periodic benefit cost (income)
before curtailment and termination charges (credits)	2,957	1,756	4,375	14,197	(3,355)	(7,161)	(8,982)	(8,741)
Curtailment and termination charges (credits):
Special termination benefit charge	-	-	-	1,150	-	-	-	-
Curtailment (credit)	-	-	-	(17,922)	-	-	(2,466)	-
Settlement charge (credit)	-	-	-	(3,214)	-	-	16,265	-
Total net periodic benefit cost (income)	2,957	1,756	4,375	(5,789)	(3,355)	(7,161)	4,817	(8,741)
Fresh-start accounting charge	-	117,290	-	-	-	39,860	-	-
Credits (charges) allocated to discontinued operations	-	-	1,385	10,856	-	-	(15,313)	1,791
Total net periodic benefit cost
(income) of continuing operations	$ 2,957	$ 119,046	$ 5,760	$ 5,067	$ (3,355)	$ 32,699	$ (10,496)	$ (6,950)

Changes in the projected benefit obligations and pension plan assets relating to the Company's defined benefit pension plans, together with a summary of the amounts recognized in the Consolidated Balance Sheet as of October 31 are set forth in the following table:

	U.S. Pension Plans		Non-U.S. Pension Plans
In thousands	2001	2000	2001	2000
Change in Benefit Obligation
Net benefit obligation at beginning of year	$ 497,307	$ 478,909	$ 302,233	$ 411,528
Service cost	8,056	10,195	3,480	5,162
Interest cost	38,764	36,661	19,791	22,285
Plan participants' contributions	-	-	722	1,448
Plan amendments	-	3,120	-	-
Actuarial loss	76,284	1,289	53,062	11,062
Currency fluctuations	-	-	(4,426)	(44,012)
Acquisitions/divestitures	-	-	-	(84,840)
Curtailments	-	-	-	-
Gross benefits paid	(35,028)	(32,867)	(14,347)	(20,401)
Net benefit obligation at end of year	$ 585,383	$ 497,307	$ 360,515	$ 302,232
Change in Plan Assets
Fair value of plan assets at beginning of year	$ 499,192	$ 489,396	$ 348,594	$ 462,198
Actual return on plan assets	(57,733)	35,756	(8,512)	49,633
Currency fluctuations	-	-	(5,375)	(49,804)
Employer contributions	848	6,907	2,384	4,610
Plan participants' contributions	-	-	722	1,448
Acquisitions/divestitures	-	-	-	(99,090)
Gross benefits paid	(35,028)	(32,867)	(14,347)	(20,401)
Fair value of plan assets at end of year	$ 407,279	$ 499,192	$ 323,466	$ 348,594
Funded Status, Realized and Unrealized Amounts
Funded status at end of year	$ (178,104)	$ 1,885	$(37,049)	$ 46,361
Unrecognized net actuarial loss (gain)	69,872	(11,959)	48,861	(8,206)
Unrecognized prior service cost	-	22,781	-	1,971
Unrecognized net transition obligation (asset)	-	215	-	(757)
Net amount recognized at end of year	$ (108,232)	$ 12,922	$ 11,812	$ 39,369
Amounts Recognized in the Consolidated
Balance Sheet Consist of:
Prepaid benefit cost	$ 38	$ 18,439	$ 17,251	$ 44,222
Accrued benefit liability	(108,270)	(5,517)	(5,439)	(4,853)
Additional minimum liability	(42,259)	(4,536)	(26,772)	(650)
Intangible asset	-	464	-	89
Accumulated other comprehensive income	42,259	4,072	26,772	561
Net amount recognized at end of year	$ (108,232)	$ 12,922	$ 11,812	$ 39,369

Pension plan assets consist primarily of trust funds with diversified portfolios of primarily equity and fixed income investments.

The projected benefit obligations, accumulated benefits obligations and fair value of plan assets for underfunded and overfunded plans have been combined for disclosure purposes. The projected benefit obligation, accumulated benefit obligation, and fair value of assets for pension plans with the accumulated benefit obligations in excess of plan assets were $916.2 million, $867.6 million and $699.0 million, respectively, as of October 31, 2001, and $20.1 million, $19.1 million and $4.7 million, respectively, as of October 31, 2000.

The principal assumptions used in determining the funded status and net periodic benefit cost of the Company's pension plans are set forth in the following table. The assumptions for non-U.S. plans were developed on a basis consistent with that for U.S. plans, adjusted to reflect prevailing economic conditions and interest rate environments.

	U.S. Pension Plans			Non-U.S. Pension Plans
	2001	2000	1999	2001	2000	1999
Discount rate	7.00%	7.75%	7.50%	5.62%	6.70%	6.66%
Expected return on plan assets	9.50%	9.50%	10.00%	9.61%	10.35%	10.35%
Rate of compensation increase	4.00%	4.50%	4.50%	4.08%	4.16%	3.66%

The discontinuance of Beloit's operations resulted in a curtailment of several of the Company's defined benefit pension plans due to the termination of employees' services earlier than originally expected. In accordance with SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits", the Company recognized gains of $2.5 million and $17.9 million in 2000 and 1999, respectively, representing the decrease in the projected benefit obligations of the plans affected by the curtailment. The gains for 2000 and 1999 have been included in the gain (loss) from discontinued operations in the 2000 and 1999 Consolidated Statement of Operations, respectively.

The Company has a bonus plan which covers substantially all domestic employees except certain employees covered by collective bargaining agreements and employees of subsidiaries with separate defined contribution plans. For 2001 and 2000, payments to participants in the plan were based on the Company's earnings before interest, taxes, depreciation and amortization (EBITDA). For 1999, payments to participants in the plan were based on the Company's economic value added ("EVA") performance. Bonus expense was $3.4 million, $6.8 million, $8.4 million and $5.0 million for the Successor Company 2001 Four Months, Predecessor Company's 2001 Eight Months, fiscal 2000 and fiscal 1999, respectively.

15.  Postretirement Benefits Other Than Pensions

In 1993, the Board of Directors of the Company approved a general approach that culminated in the elimination of all Company contributions towards postretirement health care benefits. Increases in costs paid by the Company were capped for certain plans beginning in 1994 extending through 1998 and Company contributions were eliminated as of January 11, 1999 for most employee groups, excluding Joy, certain early retirees and specific discontinued operation groups. For Joy, based upon existing plan terms, future eligible retirees will participate in a premium cost-sharing arrangement which is based upon age as of March 1, 1993 and position at the time of retirement. Active employees under age 45 as of March 1, 1993 and any new hires after April 1, 1993 will be required to pay 100% of the applicable premium.

The components of the net periodic benefit cost associated with the Company's postretirement benefit plans (other than pensions), all of which relate to operations in the U.S., are as follows:

	Successor	Predecessor
	Company	Company
	2001 Four	2001 Eight	Fiscal	Fiscal
In thousands	Months	Months	2000	1999
Components of net periodic benefit cost:
Service cost	$ 33	$ 61	$ 123	$ 192
Interest cost	1,181	2,410	3,056	3,112
Amortization of actuarial (gain) loss	-	564	1,638	3,217
	1,214	3,035	4,817	6,521
Fresh-start accounting charge	-	11,302	-	-
Costs allocated to discontinued operations	-	-	(327)	(1,180)
Total net periodic benefit cost
of continuing operations	$ 1,214	$ 14,337	$ 4,490	$ 5,341

The following table sets forth the benefit obligations, plan assets, funded status and amounts recognized in the Company's Consolidated Balance Sheet as of October 31:

	Successor	Predecessor
	Company	Company
In thousands	2001	2001
Change in Benefit Obligation
Net benefit obligation at beginning of year	$ 48,215	$ 42,708
Service cost	94	123
Interest cost	3,591	3,056
Actuarial loss	4,638	6,802
Gross benefits paid	(4,381)	(4,475)
Net benefit obligation at end of year	$ 52,157	$ 48,214
Change in Plan Assets
Fair value of plan assets at beginning of year	$ -	$ -
Employer contributions	4,381	4,475
Gross benefits paid	(4,381)	(4,475)
Fair value of plan assets at end of year	$ -	$ -
Funded Status, Recognized and Unrecognized Amounts
Funded status at end of year	$ (52,157)	$ (48,214)
Unrecognized net actuarial loss	3,357	10,584
Net amount recognized at end of year	$ (48,800)	$ (37,630)
Amounts recognized in the Consolidated Balance Sheet consist of:
Accrued benefit liability
- short term portion	$ (3,923)	$ (5,299)
- long term portion	(44,877)	(32,331)
Net amount recognized at end of year	$ (48,800)	$ (37,630)

For postretirement benefit obligation measurement purposes, the weighted average discount rate is 7.00% and 7.75% for 2001 and 2000, respectively, and the assumed annual rate of increase in the per capita cost of covered health care benefits is 9% and 10% for 2001 and 2000, respectively. These rates were assumed to decrease gradually to 5.0% for most participants by 2005 and remain at that level thereafter. The health care cost trend rate assumption has an effect on the amounts reported. A one percentage point increase in the assumed health care cost trend rates each year would increase the accumulated postretirement benefit obligation as of October 31, 2001 by $4.6 million and the aggregate service cost and interest cost components of the net periodic postretirement benefit cost for the year by $0.3 million. A one percentage point decrease in the assumed health care cost trend rates each year would decrease the accumulated postretirement benefit obligation as of October 31, 2001 by $4.1 million and the aggregate service cost and interest cost components of the net periodic postretirement benefit cost for the year by $0.3 million. Postretirement life insurance benefits have a minimal effect on the total benefit obligation.

16.  Shareholders' Equity and Stock Options

The Company has 150,000,000 shares of authorized common stock, par value $1.00 per share, 50,000,000 of which were deemed issued and outstanding for accounting purposes at October 31, 2001. A total of 39,743,681 shares were distributed on July 31, 2001 in the initial distribution of stock to creditors and 10,256,319 shares are designated for distribution under the Amended POR and held in a disputed claims equity reserve pending resolution of certain claims against the Predecessor Company.

As provided in the Amended POR, the Company adopted the Joy Global Inc. 2001 Stock Incentive Plan that authorizes the grant of up to 5,556,000 stock options, performance units and other stock-based awards to officers, employees and directors. The initial grant of 931,750 stock options to approximately 175 individuals occurred on July 16, 2001. The options were granted with a $13.76 exercise price, an estimated market value consistent with the valuation of the Company prepared for the Amended POR. A second grant of a similar number of stock options took place on November 1, 2001 with a $17.49 exercise price and the Company plans to grant a similar number of stock options on February 1, 2002 and May 1, 2002 with exercise prices of such options set at then-current market prices. The options will become exercisable in equal one-third installments at the first, second and third anniversaries of the initial grant date of July 16, 2001. The following table summarizes stock option activity for the Successor Company 2001 Four Months:

		Weighted-
		Average
	Shares	Exercise Price
Outstanding at beginning of year	-	$         -
Granted	931,750	13.76
Exercised	-	-
Cancelled or expired	-	-
Outstanding at end of year	931,750	13.76
Excercisable at end of year	60,000	$ 13.76

Pro forma information regarding net income and earnings per share is required by SFAS No. 123, "Accounting for Stock-Based Compensation." For disclosure purposes only, the Black-Scholes pricing model was used to calculate the "fair value" of stock options and Company Common Stock purchased through the Company's Stock Incentive Plan. Based on this model, the weighted-average fair value of stock options awarded during 2001 was $4.93 per option.

Pro forma net income and earnings per share, and the assumptions used therein, assuming the fair value of accounting for stock-based compensation as prescribed under SFAS No. 123, are as follows:

	Successor Company
In thousands except per share data	2001 Four Months
Net income (loss) to common
As reported	(76,498)
Pro forma	(77,008)
Basic earnings (loss) per share
As reported	(1.53)
Pro forma	(1.54)
Assumptions under Black Scholes
Risk-free interest rate	4.9%
Stock price volatility	30%
Option life (yrs)	5.0

The effects of applying SFAS No. 123 on pro forma disclosures of net income and earnings per share for the Successor Company 2001 Four Months are not likely to be representative of the pro forma effects on net income and earnings per share in future years because the number of future shares to be issued under this plan are not known and the assumptions used to determine the fair value can vary significantly.

The Predecessor Company had a Stock Incentive Plan that was approved by shareholders in 1996 that provided for the granting, up to April 9, 2006, of qualified and non-qualified options, stock appreciation rights, restricted stock and performance units to key employees for not more than 2,000,000 shares of common stock. In accordance with the Amended POR, the common stock associated with these options was cancelled at the Effective Date and the holders of these options received nothing.

17.  Operating Leases

The Company leases certain plant, office and warehouse space as well as machinery, vehicles, data processing and other equipment. Certain of the leases have renewal options at reduced rates and provisions requiring the Company to pay maintenance, property taxes and insurance. Generally, all rental payments are fixed. The Company's assets and obligations under capital lease arrangements are not significant.

Total rental expense under operating leases, excluding maintenance, taxes and insurance, was $5.6 million, $11.3 million, $13.4 million and $18.8 million for the Successor Company 2001 Four Months, Predecessor Company's 2001 Eight Months, fiscal 2000 and fiscal 1999, respectively.

At October 31, 2001, the future payments for all operating leases with remaining lease terms in excess of one year, and excluding maintenance, taxes and insurance were as follows:

In thousands
2002	$ 12,720
2003	10,183
2004	5,628
2005	2,139
2006 and thereafter	1,384

18.  Commitments, Contingencies and Off-Balance-Sheet Risks

At October 31, 2001, the Company was contingently liable to banks, financial institutions and others for approximately $89.6 million for outstanding letters of credit, bank guarantees and surety bonds securing performance of sales contracts and other guarantees in the ordinary course of business. Of the $89.6 million, approximately $10.3 million was issued at the request of the Company on behalf of Beloit and approximately $79.3 million was issued on behalf of or assumed by the Successor Company. At October 31, 2001, there were $1.8 million of outstanding letters of credit or other guarantees issued by non-U.S. banks for non-U.S. subsidiaries.

The Company and certain of its present and former senior executives were named as defendants in a class action, captioned In re: Harnischfeger Industries, Inc. Securities Litigation, filed in the United States District Court for the Eastern District of Wisconsin on June 5, 1998. This action seeks damages in an unspecified amount on behalf of a class of purchasers of the Company's common stock, based principally on allegations that the Company's disclosures with respect to certain contracts of a former business unit violated the federal securities laws. The Company and the individual defendants have reached an agreement in principal to settle this matter subject to court approval.

The Official Committee of Unsecured Creditors of Beloit Corporation, purportedly suing in its own right and in the name and on behalf of Beloit Corporation, filed suit in the Milwaukee County Circuit Court on June 5, 2001 against certain present and former officers of the Company and Beloit Corporation seeking both money damages in excess of $300 million and declaratory relief. Among other things, the plaintiff alleges that the defendants should be held liable for "waste and mismanagement of Beloit's assets." Plaintiff also alleges that settlement agreements reached with certain former officers of the Company constituted fraudulent transfers and should be deemed null and void. The defendants have filed motions for judgment on the pleadings. The plaintiffs have agreed that any judgement will be limited to and satisfied out of the Company's available insurance.

The Beloit Liquidating Trust has filed a Complaint in the Bankruptcy Court on November 21, 2001 alleging that the Company breached its fiduciary duty by allegedly misleading the Official Committee of Unsecured Creditors of Beloit Corporation about the allocation of professional fees during the Company's bankruptcy case. The Complaint requests that the court revoke the confirmation order. The Company has moved to dismiss the Complaint.

The Beloit Liquidating Trust has also filed a motion in the Bankruptcy Court for reallocation and reimbursement of professional fees and intercompany expenses. The Bankruptcy Court has scheduled an evidentiary hearing on this matter for mid-February 2002.

John G. Kling, purportedly on his own behalf and "in a representative capacity for the Harnischfeger Industries Employees' Savings Plan," filed suit in the United States District Court for the District of Massachusetts on November 9, 2001, against certain of the Company's present and former employees, officers and directors. This action seeks damages in an unspecified amount based, among other things, on allegations that the members of the Company's Pension Investment Committee, the Pension Committee of the Company's Board of Directors and Fidelity Management Trust Company failed to properly discharge their fiduciary obligations under ERISA with respect to the "Harnischfeger Common Stock Fund" in the Harnischfeger Industries Employees' Savings Plan. As of the date of this report, the defendants had not responded to this suit.

The Company and its subsidiaries are party to litigation matters and claims that are normal in the course of their operations. Also, as a normal part of their operations, the Company's subsidiaries undertake certain contractual obligations, warranties and guarantees in connection with the sale of products or services. Although the outcome of these matters cannot be predicted with certainty and favorable or unfavorable resolutions may affect the results of operations on a quarter-to-quarter basis, management believes that the results of the above noted litigation and other pending litigation will not have a materially adverse effect on the Company's consolidated financial position, results of operations or liquidity.

The Company is also involved in a number of proceedings and potential proceedings relating to environmental matters. Although it is difficult to estimate the potential exposure to the Company related to these environmental matters, the Company believes that the resolution of these matters will not have a materially adverse effect on its consolidated financial position, results of operations or liquidity.

The Company has entered into various forward foreign exchange contracts with major international financial institutions for the purpose of hedging its risk of loss associated with changes in foreign exchange rates. These contracts involve off-balance-sheet market and credit risk. As of October 31, 2001 the nominal or face value of forward foreign exchange contracts to which the Company was a party, in absolute U.S. dollar equivalent terms, was $82.5 million.

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

The Company is exposed to credit-related losses in the event of non-performance by counterparties to its forward exchange contracts, but it does not expect any counterparties to fail to meet their obligations. A contract is generally subject to credit risk only when it has a positive fair value and the maximum exposure is the amount of the positive fair value.

It is the Company's policy not to enter into highly leveraged transactions or other "derivative" instruments.

19.   Disclosure About Fair Value of Financial Instruments

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

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

DIP and Credit Facility: The carrying value of the DIP and Credit Facility approximates fair value as the facility bears a floating rate of interest expressed in relation to LIBOR. Consequently, the cost of these instruments always approximates the market cost of borrowing for an equivalent maturity and risk class.

Other Borrowings: The carrying value of the Company's other borrowings approximates fair value because these instruments consist predominantly of industrial revenue bonds and all the instruments bear interest at floating rates.

Forward Exchange Contracts: The fair value of forward exchange contracts represents the estimated amounts the Company would receive (pay) to terminate such contracts at the reporting date based on foreign exchange market prices at that date.

The estimated fair values of the Company's financial instruments at October 31, 2001 and 2000 are as follows:

In thousands
2001	Carrying Value	Fair Value
Cash and cash equivalents	$ 39,652	$ 39,652
Restricted cash	19,413	19,413
Credit facility	163,930	163,930
10.75% Senior Notes	108,836	108,836
Other borrowings	17,170	17,170
Forward exchange contracts	-	649
2000	Carrying Value	Fair Value
Cash and cash equivalents	$ 72,123	$ 72,123
DIP Facility	30,000	30,000
Other borrowings	81,898	81,898
Forward exchange contracts	-	97

The fair value of the Company's forward exchange contracts at October 31, 2001 is analyzed in the following table of dollar equivalent terms:

In thousands
	Maturing in 2002
	Buy	Sell
U.S. Dollar	1,355	(295)
Australian Dollar	(13)	-
German Deutschemark	-	1
British Pound	(447)	-
Euro	48	-

As part of ongoing control procedures, the Company monitors concentrations of credit risk associated with financial institutions with which it conducts business. Credit risk is minimal as credit exposure limits are established to avoid a concentration with any single financial institution. The Company also monitors the creditworthiness of its customers to which it grants credit terms in the normal course of business. The Company's customers are, almost exclusively, in the mining industry but the Company's concentrations of credit risk associated with its trade receivables are considered minimal due to the broad customer base and the generally sound financial standing of its major customers. Bad debts have not been significant in the Company's mining equipment businesses. The Company often requires and receives letters of credit or bank guarantees as collateral for its credit sales, especially when the customer is located outside the United States and other developed markets.

20.  Transactions With Affiliated Companies

During fiscal 2001, P&H owned a 49% interest in ABB Harnco, Inc. ("ABB Harnco"), an electrical control equipment company controlled by ABB Automation, Inc. P&H purchased electrical control equipment from ABB Harnco for use in electric mining shovels. In October 2001, the interest in ABB Harnco was liquidated.

Kobe Steel, Ltd. of Japan ("Kobe") owns a 25% interest in a subsidiary of the Company. The Company entered into a technical service agreement with Kobe, expiring in 2010. Kobe pays technical service fees on P&H mining equipment produced and sold under license from P&H.

Transactions with related parties for the years ending October 31 were as follows:

	Successor	Predecessor
	Company	Company
	2001 Four	2001 Eight	Fiscal	Fiscal
In thousands	Months	Months	2000	1999
Sales	$      -	$      -	$ 361	$      -
Purchases	4,176	8,351	7,748	3,812
License income	53	106	1,281	2,212
Other income (expense)	(3)	(5)	525	3,099
Receivables	7	13	971	787
Payables	139	277	1,197	1,055

The Company believes that its transactions with all related parties were competitive with alternate sources of supply for each party involved.

21.  Segment Information

Business Segment Information

At October 31, 2001, the Company had two reportable segments, underground mining machinery (Joy) and surface mining equipment (P&H). Joy is a major manufacturer of underground mining equipment for the extraction of bedded minerals and offers comprehensive service locations near major mining regions worldwide. P&H is a major producer of surface mining equipment for the extraction of ores and minerals and provides extensive operational support for many types of equipment used in surface mining. The accounting policies of the segments are the same as those described in Note 3 - Significant Accounting Policies. Operating income (loss) of segments does not include interest income or expense and provision (benefit) for income taxes. There are no intersegment sales. Identifiable assets are those used in the Company's operations in each segment. Corporate assets consist primarily of property, deferred financing costs and cash.

As described in Note 2 - Basis of Presentation and Fresh Start Accounting, the Company adopted fresh start accounting at the Effective Date. Accordingly, the segment information of the Successor Company and Predecessor Company is not comparable.

	Net	Operating	Depreciation and	Capital	Total
In thousands	Sales	Income (Loss)	Amortization	Expenditures	Assets
Successor Company 2001 Four Months
Underground Mining	$ 238,548	$ (28,426)	$ 18,115	$ 6,655	$ 692,737
Surface Mining	169,167	(17,738)	9,445	2,927	603,838
Total continuing operations	407,715	(46,164)	27,560	9,582	1,296,574
Corporate	-	(6,091)	1,099	6	75,139
Consolidated Total	$ 407,715	$ (52,255)	$ 28,659	$ 9,588	$ 1,371,714
Predecessor Company 2001 Eight Months
Underground Mining	$ 436,045	$ 30,269	$ 19,379	$ 5,937
Surface Mining	304,413	23,902	8,866	5,954
Total continuing operations	740,458	54,171	28,245	11,891
Corporate	-	(10,215)	4,862	779
Consolidated Total	$ 740,458	$ 43,956	$ 33,107	$ 12,670
Fiscal 2000
Underground Mining	$ 614,356	$ 16,956 (1)	$ 29,598	$ 14,666	$ 821,168
Surface Mining	508,785	57,432	16,062	17,744	423,944
Total continuing operations	1,123,141	74,388	45,660	32,410	1,245,112
Discontinued operations	-	-	-	-	15,231
Corporate	-	(16,368)	11,729	-	32,585
Consolidated Total	$ 1,123,141	$ 58,020	$ 57,389	$ 32,410	$ 1,292,928
Fiscal 1999
Underground Mining	$ 617,543	$ (65,893) (2)	$ 28,829	$ 17,564	$ 930,588
Surface Mining	501,509	33,976 (2)	17,238	8,971	412,681
Total continuing operations	1,119,052	(31,917)	46,067	26,535	1,343,269
Discontinued operations	-	-	-	-	278,000
Strategic and financing initiatives	-	(7,716)	-	-	-
Charge related to executive changes	-	(19,098)	-	-	-
Corporate	-	(23,783)	4,473	75	90,544
Consolidated Total	$ 1,119,052	$ (82,514)	$ 50,540	$ 26,610	$ 1,711,813

(1) After net restructuring charge of $4.5 million (see Note 6).
(2) After restructuring charge of $12.0 million for underground mining machinery (see Note 6) and additional third quarter expenses of
      $63.5 million for underground mining machinery and $5.0 million for surface mining machinery (see Note 6).

Geographical Segment Information

			Sales to
	Total	Interarea	Unaffiliated	Operating	Total
In thousands	Sales	Sales	Customers	Income (Loss)	Assets
Successor Company 2001 Four Months
United States	$ 277,777	$ (55,398)	$ 222,379	$ (44,292)	$1,142,665
Europe	67,537	(9,565)	57,972	4,474	122,671
Other Foreign	130,937	(3,573)	127,364	1,154	263,594
Interarea Eliminations	(68,536)	68,536	-	(7,500)	(232,355)
	$ 407,715	$ -	$ 407,715	$ (46,164)	$1,296,574
Predecessor Company 2001 Eight Months
United States	$ 507,118	$ (95,097)	$ 412,021	$ 24,794
Europe	133,278	(41,998)	91,280	24,353
Other Foreign	245,382	(8,225)	237,157	24,572
Interarea Eliminations	(145,320)	145,320	-	(19,548)
	$ 740,458	$ -	$ 740,458	$ 54,171
Fiscal 2000
United States	$ 813,007	$ (116,684)	$ 696,323	$ 42,787	$1,313,687
Europe	161,531	(62,757)	98,774	20,866	307,703
Other Foreign	348,345	(20,301)	328,044	37,839	259,252
Interarea Eliminations	(199,742)	199,742	-	(27,104)	(635,530)
	$1,123,141	$ -	$1,123,141	$ 74,388	$1,245,112
Fiscal 1999
United States	$ 778,176	$ (133,597)	$ 644,579	$ 3,310	$1,321,514
Europe	85,045	(19,377)	65,668	(129)	342,845
Other Foreign	468,357	(59,552)	408,805	(176)	311,527
Interarea Eliminations	(212,526)	212,526	-	(34,922)	(632,617)
	$1,119,052	$ -	$1,119,052	$ (31,917)	$1,343,269

22.  Subsidiary Guarantor

As stated in Note 1 - Reorganization and Emergence From Chapter 11, the Company entered into the Senior Note Indenture at the Effective Date to issue up to $167 million of Senior Notes. Under the terms of the indenture, all wholly-owned domestic subsidiaries became guarantors of this Indenture. The guarantees under the indenture are joint, several and unconditional.

The following tables present condensed consolidated financial information for the Successor Company 2001 Four Months, Predecessor Company 2001 Eight Months, Fiscal 2000 and Fiscal 1999 for: (a) the Company; (b) on a combined basis, the guarantors of the Senior Notes, which include all the wholly-owned domestic subsidiaries of the Company ("Subsidiary Guarantors"), and (c) on a combined basis, the non-guarantors, which include all of the wholly-owned foreign subsidiaries of the Company ("Non-Guarantor Subsidiaries").

Condensed Consolidated
Statement of Operations

In thousands	Successor Company 2001 Four Months					Predecessor Company 2001 Eight Months
	Parent	Subsidiary	Non-Guarantor			Parent	Subsidiary	Non-Guarantor
	Company	Guarantors	Subsidiaries	Eliminations	Consolidated	Company	Guarantors	Subsidiaries	Eliminations	Consolidated
Net sales	$ -	$ 277,777	$ 198,474	$(68,536)	$ 407,715	$ -	$ 507,118	$ 378,660	$ (145,320)	$ 740,458
Cost of sales	-	265,147	177,556	(61,036)	381,667	-	390,567	291,242	(125,772)	556,037
Product development, selling and administrative expenses	5,081	59,040	15,887	-	80,008	8,607	94,711	38,466	-	141,784
Other (income) expense	(215)	(948)	(542)	-	(1,705)	468	(1,762)	33	-	(1,261)
Restructuring and other special (credits) charges	-	-	-	-	-	-	-	(58)	-	(58)
Operating income (loss)	(4,866)	(45,462)	5,573	(7,500)	(52,255)	(9,075)	23,602	48,977	(19,548)	43,956
Intercompany items	7,963	(7,438)	(8,633)	8,108	-	18,426	(25,857)	(13,131)	20,562	-
Interest income (expense), net	(9,834)	(346)	354	-	(9,826)	(7,932)	(15,654)	(4,054)	-	(27,640)
Income (loss) before reorganization items and fresh start accounting adjustments	(6,737)	(53,246)	(2,706)	608	(62,081)	1,419	(17,909)	31,792	1,014	16,316
Reorganization items	-	-	-	-	-	(36,434)	-	-	-	(36,434)
Fresh start accounting adjustments	-	-	-	-	-	45,057	-	-	-	45,057
Income (loss) before income taxes and minority interest	(6,737)	(53,246)	(2,706)	608	(62,081)	10,042	(17,909)	31,792	1,014	24,939
(Provision) benefit for income taxes	(150)	(150)	(12,900)	-	(13,200)	34,755	(600)	(7,400)	-	26,755
Minority interest	-	(1,217)	-	-	(1,217)	-	(1,062)	-	-	(1,062)
Equity in income (loss) of subsidiaries	(69,611)	9,242	1,080	59,289	-	(53,606)	26,226	2,683	24,697	-
Income (loss) from continuing operations before discontinued operations and extraordinary item	(76,498)	(45,371)	(14,526)	59,897	(76,498)	(8,809)	6,655	27,075	25,711	50,632
Income (loss) from discontinued operations	-	-	-	-	-	(3,170)	-	-	-	(3,170)
Gain (loss) on disposal of discontinued operations	-	-	-	-	-	315,794	(57,277)	(2,164)	-	256,353
Extraordinary gain of debt discharge	-	-	-	-	-	1,124,083	-	-	-	1,124,083
Net Income (loss)	$ (76,498)	$ (45,371)	$ (14,526)	$ 59,897	$ (76,498)	$ 1,427,898	$ (50,622)	$ 24,911	$ 25,711	$ 1,427,898

Condensed Consolidated
Statement of Operations

In thousands	Predecessor Company Year ended October 31, 2000					Predecessor Company Year ended October 31, 1999
	Parent	Subsidiary	Non-Guarantor			Parent	Subsidiary	Non-Guarantor
	Company	Guarantors	Subsidiaries	Eliminations	Consolidated	Company	Guarantors	Subsidiaries	Eliminations	Consolidated
Net sales	$ -	$ 813,007	$ 509,876	$ (199,742)	$ 1,123,141	$ -	$ 778,176	$ 553,402	$ (212,526)	1,119,052
Cost of sales	-	631,898	399,270	(172,638)	858,530	-	629,605	475,712	(177,605)	927,712
Product development, selling and administrative expenses	14,797	142,180	51,956	-	208,933	24,890	148,934	65,128	-	238,952
Other (income) expense	2,250	(8,002)	(1,108)	-	(6,860)	(256)	(4,526)	873	-	(3,909)
Restructuring and other special (credits) charges	-	-	4,518	-	4,518	26,814	-	11,997	-	38,811
Operating income (loss)	(17,047)	46,931	55,240	(27,104)	58,020	(51,448)	4,163	(308)	(34,921)	(82,514)
Intercompany items	38,020	(50,580)	12,560	-	-	67,753	(82,004)	14,251	-	-
Interest income (expense), net	(14,589)	79	(9,451)	-	(23,961)	(17,004)	(2,296)	(9,565)	-	(28,865)
Income (loss) before reorganization items	6,384	(3,570)	58,349	(27,104)	34,059	(699)	(80,137)	4,378	(37,921)	(111,379)
Reorganization items	(52,673)	(8,799)	(3,916)	-	(65,388)	(17,982)	(2,322)	-	-	(20,304)
Income (loss) before income taxes and minority interest	(46,289)	(12,369)	54,433	(27,104)	(31,329)	(18,681)	(82,459)	4,378	(34,921)	(131,683)
(Provision) benefit for income taxes	207,205	(194,061)	(10,144)	-	3,000	(225,650)	20,665	(15,463)	-	(220,448)
Minority interest	-	(1,224)	-	-	(1,224)	-	(957)	-	-	(957)
Equity in income (loss) of subsidiaries	99,508	17,192	-	(116,700)	-	(1,326,389)	(50,685)	-	1,377,074	-
Income (loss) from continuing operations before discontinued operations and extraordinary item	260,424	(190,462)	44,289	(143,804)	(29,553)	(1,570,720)	(113,436)	(11,085)	1,342,153	(353,088)
Income (loss) from discontinued operations	4,200	62,000	-	-	66,200	-	(742,307)	(55,873)	-	(798,180)
Gain (loss) on disposal of discontinued operations	-	227,977	-	-	227,977	-	(529,000)		-	(529,000)
Extraordinary gain of debt discharge	-	-	-	-	-	-	-	-	-	-
Net Income (loss)	$ 264,624	$ 99,515	$ 44,289	$ (143,804)	$ 264,624	$ (1,570,720)	$ (1,384,743)	$ (66,958)	$ 1,342,153	$1,680,268

Condensed Consolidated
Successor Company Balance Sheet
October 31, 2001

	Parent	Subsidiary	Non-Guarantor
	Company	Guarantors	Subsidiaries	Eliminations	Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$ 8,531	$ (3,107)	$ 34,228	$ -	$ 39,652 -
Restricted cash	19,413	-	-	-	19,413
Intercompany receivables, net	296,735	1,341,020	304,779	(1,942,534)	-
Accounts receivable, net	-	107,351	109,581	(7,477)	209,455
Inventories, net		353,477	180,381	(20,004)	513,854
Prepaid income taxes	(3,517)	-	3,517	-	-
Other current assets	4,466	5,515	6,017	227	16,225
Total current assets	325,628	1,804,256	638,503	(1,969,788)	798,599
Property, plant and equipment, net	887	184,345	66,684	-	251,916
Intangible assets, net	-	251,797	(8,202)	-	243,595
Excess reorganization value	11,246	11,301	-	-	22,547
Investment in affiliates	1,044,674	765,013	19,302	(1,828,925)	64
Other assets	12,967	18,429	23,597	-	54,993
Total assets	$ 1,395,402	$ 3,035,141	$ 739,884	$ (3,798,713)	$ 1,371,714
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Short-term notes payable, including current portion
of long-term debt	$ -	$ 811	$ 922	$ -	$ 1,733
Intercompany payables, net	370,778	1,396,767	408,951	(2,176,496)	-
Trade accounts payable	423	36,012	39,172	-	75,607
Income taxes payable	46,385	2,234	32,189	-	80,808
Other accrued liabilities	48,972	93,994	66,629	(12,457)	197,138
Total current liabilities	466,558	1,529,818	547,863	(2,188,953)	355,286
Long-term obligations	272,766	13,433	2,004	-	288,203
Other non-current liabilities	172,371	58,698	4,955	-	236,024
Minority interest	-	20,540	-	8,494	12,046
Shareholders' equity (deficit)	483,707	1,412,652	185,062	(1,136,643)	483,707
Total liabilities and shareholders' equity (deficit)	$ 1,395,402	$ 3,035,141	$ 739,884	$ (3,798,713)	$ 1,371,714

Condensed Consolidated
Predecessor Company Balance Sheet
October 31, 2000

	Parent	Subsidiary	Non-Guarantor
	Company	Guarantors	Subsidiaries	Eliminations	Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$ 26,690	$ (5,449)	$ 50,882	$ -	$ 72,123
Restricted cash	-	-	-	-	-
Intercompany receivables, net	832,897	911,932	274,140	(2,018,969)	-
Accounts receivable, net	-	98,930	78,221	-	177,151
Inventories, net	-	272,773	163,514	(25,956)	410,331
Prepaid income taxes	(8,210)	5,667	2,543	-	-
Other current assets	2,230	8,567	39,027	(5)	49,819
Total current assets	853,607	1,292,420	608,327	(2,044,930)	709,424
Assets of discontinued Beloit operations	-	15,231	-	-	15,231
Property, plant and equipment, net	913	127,692	48,808	-	177,413
Intangible assets, net	(483)	143,848	207,538	(125)	350,778
Excess reorganization value	-	-	-	-	-
Investment in affiliates	(397,631)	1,193,639	970,008	(1,763,769)	2,247
Other assets	2,965	22,539	12,293	38	37,835
Total assets	$ 459,371	$ 2,795,369	$ 1,846,974	$ (3,808,786)	$ 1,292,928
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Short-term notes payable, including current portion
of long-term debt	$ 30,000	$ 668	$ 78,106	-	$ 108,774
Intercompany payables, net	-	1,637,360	372,829	(2,010,189)	-
Trade accounts payable	865	30,928	40,698	-	72,491
Income taxes payable	87,268	4,147	13,454	-	104,869
Other accrued liabilities	36,482	92,969	83,034	(7,991)	204,494
Total current liabilities	154,615	1,766,072	588,121	(2,018,180)	490,628
Long-term obligations	-	1,591	1,533	-	3,124
Other non-current liabilities	8,789	44,108	4,337	(5,299)	51,935
Liabilities subject to compromise	1,090,659	130,016	-	-	1,220,675
Liabilities of discontinued Beloit operations	-	301,105	25,963	(12,343)	314,725
Minority interest	-	-	-	6,533	6,533
Shareholders' equity (deficit)	(794,692)	552,477	1,227,020	(1,779,497)	(794,692)
Total liabilities and shareholders' equity (deficit)	$ 459,371	$ 2,795,369	$ 1,846,974	$ (3,808,786)	$ 1,292,928

Condensed Consolidated
Statement of Cash Flow

In thousands	Successor Company 2001 Four Months				Predecessor Company 2001 Eight Months
	Parent	Subsidiary	Non-Guarantor		Parent	Subsidiary	Non-Guarantor
	Company	Guarantors	Subsidiaries	Consolidated	Company	Guarantors	Subsidiaries	Consolidated
Net cash provided (used) by continuing operations	$ 54,454	$ (5,624)	$ 13,773	$ 62,603	$ (114,066)	$ 18,979	$ (9,177)	$ (104,264)
Investment and Other Transactions:
Property, plant and equipment acquired	(6)	(5,057)	(4,525)	(9,588)	(779)	(9,218)	(2,673)	(12,670)
Property, plant and equipment retired	22	1,871	594	2,487	25	1,812	608	2,445
Other, net	(179)	39	(5,865)	(6,005)	3,919	9,757	(27)	13,649
Net cash provided by investment and other transactions	(163)	(3,147)	(9,796)	(13,106)	3,165	2,351	(2,092)	3,424
Financing Activities:
Borrowings under Credit Agreement	-	-	-	-	212,618	-	-	212,618
(Decrease) in short-term notes payable, net	-	-	(7,175)	(7,175)	(72,408)	-	1,327	(71,081)
Repayment of borrowings under Credit Agreement	(48,688)	-	-	(48,688)	-	-	-	-
Credit Agreement financing fees	(2,580)	-	-	(2,580)	(11,207)	-	-	(11,207)
Borrowings under debtor in possession facility	-	-	-	-	55,000	-	-	55,000
Debtor in possession financing fees	-	-	-	-	(313)	-	-	(313)
Repayment of borrowings under debtor in possession facility	-	-	-	-	(90,000)	-	-	(90,000)
Issuance of long-term obligations	-	-	583	583	-	-	2,066	2,066
Payments on long-term obligations	-	(10)	-	(10)	-	(492)	(3,635)	(4,127)
Net cash (used) provided by financing activities	(51,268)	(10)	(6,592)	(57,870)	93,690	(492)	(242)	92,956
Effect of Exchange Rate Changes on Cash and
Cash Equivalents	-	-	(1,802)	(1,802)	-	-	(726)	(726)
Cash (Used) Provided by Discontinued Operations	-	-	-	-	(3,971)	(9,715)	-	(13,686)
Increase (Decrease) in Cash and Cash Equivalents	3,023	(8,781)	(4,417)	(10,175)	(21,182)	11,123	(12,237)	(22,296)
Cash and Cash Equivalents at Beginning of Period	5,508	5,674	38,645	49,827	26,690	(5,449)	50,882	72,123
Cash and Cash Equivalents at End of Period	$ 8,531	$(3,107)	$ 34,228	$ 39,652	$ 5,508	$ 5,674	$ 38,645	$ 49,827

Condensed Consolidated
Statement of Cash Flow

In thousands	Predecessor Company Year ended October 31, 2000				Predecessor Company Year ended October 31, 1999
	Parent	Subsidiary	Non-Guarantor		Parent	Subsidiary	Non-Guarantor
	Company	Guarantors	Subsidiaries	Consolidated	Company	Guarantors	Subsidiaries	Consolidated
Net cash provided (used) by continuing operations	$ 127,997	$ (143,944)	$ 52,645	$ 36,698	$ (211,365)	$ 198,587	$ 23,346	$ 10,568
Investment and Other Transactions:
Property, plant and equipment acquired	-	(24,791)	(7,619)	(32,410)	(75)	(17,042)	(9,493)	(26,610)
Property, plant and equipment retired	1,600	9,827	11,359	22,786	42	2,271	10,005	12,318
Other, net	7,997	2,529	11,180	21,706	(16,490)	56	-	(16,434)
Net cash provided by investment and other transactions	9,597	(12,435)	14,920	12,082	(16,523)	(14,715)	512	(30,726)
Financing Activities:
Borrowings under Credit Agreement	-	-	-	-	-	-	-	-
(Decrease) in short-term notes payable, net	-	-	3,345	3,345	(21,610)	-	40,520	18,910
Repayment of borrowings under Credit Agreement	-	-	-	-	-	-	-	-
Credit Agreement financing fees	-	-	-	-	-	-	-	-
Borrowings under debtor in possession facility	115,000	-	-	115,000	167,000	-	-	167,000
Debtor in possession financing fees	(2,563)	-	-	(2,563)	(15,000)	-	-	(15,000)
Repayment of borrowings under debtor in possession facility	(252,000)	-	-	(252,000)	-	-	-	-
Issuance of long-term obligations	-	2,043	-	2,043	125,000	-	-	125,000
Dividends paid	-	-	-	-	(4,592)	-	-	(4,592)
Payments on long-term obligations	-	(11)	(47,554)	(47,565)	-	(25)	(2,088)	(2,113)
Net cash (used) provided by financing activities	(139,563)	2,032	(44,209)	(181,740)	250,798	(25)	38,432	289,205
Effect of Exchange Rate Changes on Cash and
Cash Equivalents	-	-	(3,952)	(3,952)	-	-	(93)	(93)
Cash (Used) Provided by Discontinued Operations	4,200	143,182	4,200	151,582	-	(180,909)	(60,604)	(241,513)
Increase (Decrease) in Cash and Cash Equivalents	2,231	(11,165)	23,604	14,670	22,910	2,938	1,593	27,441
Cash and Cash Equivalents at Beginning of Period	24,459	5,716	27,278	57,453	1,549	2,778	25,685	30,012
Cash and Cash Equivalents at End of Period	$ 26,690	$ (5,449)	$ 50,882	$ 72,123	$ 24,459	$ 5,716	$ 27,278	$ 57,453

SIGNATURES>

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, Wisconsin, on the 22th day of January, 2002.

JOY GLOBAL INC.
(Registrant)
/s/ JOHN NILS HANSON
John Nils Hanson
Chairman, President
And Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on January 22, 2002.

Signature	Title
/s/ JOHN NILS HANSON	Chairman, President and Chief Executive Officer
John Nils Hanson
/s/ DONALD C. ROOF	Executive Vice President, Chief Financial Officer and Treasurer
Donald C. Roof
/s/ MICHAEL S. OLSEN	Vice President, Controller and Chief Accounting Officer
Michael S. Olsen
(1)	Director
Stephen L. Gerard
(1)	Director
Ken C. Johnsen
(1)	Director
James R. Klauser
(1)	Director
Richard B. Loynd
(1)	Director
P. Eric Siegert
(1)	Director
James H. Tate

(1) John Nils Hanson, by signing his name hereto, does hereby sign and execute this report on behalf of each of the above-named Directors of Joy Global Inc. pursuant to powers of attorney executed by each of such Directors and filed with the Securities and Exchange Commission as an exhibit to this report.

                     January 22, 2002

By:	/s/ JOHN NILS HANSON
	John Nils Hanson, Attorney-in-fact

Report of Independent Accountants On
Financial Statement Schedule

To the Board of Directors
of Joy Global Inc.

Our audits of the consolidated financial statements referred to in our report dated January 14, 2002 appearing in this Annual Report on Form 10-K of Joy Global Inc. (the "Company") also included an audit of the financial statement schedule listed in Item 14(a)(2) of this Form 10-K. As noted in our report, the Company emerged from Chapter 11 Bankruptcy protection on July 12, 2001, pursuant to a Plan of Reorganization confirmed by the Bankruptcy Court by order dated May 29, 2001. The Financial Statements have been prepared in conformity with fresh start accounting effective June 23, 2001 and, accordingly, the values of the Company's assets, liabilities and capital structure are not comparable with any prior periods. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
January 14, 2002

JOY GLOBAL INC.
SCHEDULE II


VALUATION AND QUALIFYING ACCOUNTS
(In thousands)

	Balance at	Additions		Currency		Balance
	Beginning	Charged		Translation	Discontinued	at End
Classification	of Period	to Expense	Deductions (1)	Effects	Operations	of Year
Allowance Deducted in Balance Sheet
From Accounts Receivable:
For the Successor Company 2001
Four Months	$ 11,053	$(1,031)	$ (2,118)	$ (67)	$        -	$ 7,837
For the Predecessor Company 2001
Eight Months	$ 8,131	$ 3,649	$ (645)	$ (82)	$        -	$ 11,053
Fiscal 2000	$ 11,720	$ (763)	$ (2,310)	$ (516)	$        -	$ 8,131
Fiscal 1999	$ 9,889	$ 8,602	$ (1,710)	$ 12	$ (5,073)	$ 11,720
(1) Represents write-off of bad debts, net of recoveries.
Allowance Deducted in Balance Sheet from Deferred Tax Assets:
			Balance at	Additions	Additions	Balance
			Beginning	by	Charged	at End
			of Year	Acquisiton	to Expense	of Year
For the year ended October 31, 2001			$ 483,860	$        -	$ (204)	$ 483,656
For the year ended October 31, 2000			$ 387,321	$        -	$ 96,539	$ 483,860
For the year ended October 31, 1999			$ 47,038	$        -	$ 340,283	$ 387,321

EXHIBIT 21

JOY GLOBAL INC.

Subsidiaries as of October 31, 2001

     Joy Global Inc. is publicly held and has no parent. The following subsidiaries are wholly-owned except as noted below. Certain subsidiaries, which if considered in the aggregate as a single subsidiary would not constitute a significant subsidiary, are omitted from this list. Where the name of the subsidiary is indented, it is wholly-owned by the entity above it at the next outermost margin, unless otherwise indicated.

	Jurisdiction
Joy Technologies Inc. (d.b.a. Joy Mining Machinery)	Delaware
Harnischfeger (South Africa) (Proprietary) Ltd.	South Africa
HCHC UK Holdings, Inc.	Delaware
Harnischfeger ULC (1)	United Kingdom
Harnischfeger Ventures Ltd.	United Kingdom
Harnischfeger Industries Ltd.	United Kingdom
Joy Mining Machinery Ltd.	United Kingdom
Joy Manufacturing Company Pty. Ltd.	Australia
Cram Australia Pty. Ltd.	Australia
JTI UK Holdings, Inc.	Delaware
Harnischfeger Corporation (d.b.a. P&H Mining Equipment)	Delaware
Harnischfeger Corporation of Canada Ltd. (2)	Canada
HCHC, Inc.	Delaware
Harnischfeger de Chile Ltda. (3)	Chile
Comercial Otero S.A. (4)	Chile
Harnischfeger of Australia Pty. Ltd. (5)	Australia
Harnischfeger do Brasil Comercio e Industria Ltda. (6)	Brazil
The Horsburgh & Scott Company	Ohio
American Alloy Company	Ohio

(1)	HCHC UK Holdings, Inc. owns 85% and JTI UK Holdings, Inc. owns 15% of the voting securities of Harnischfeger ULC.
(2)	Harnischfeger Corporation owns 77.272% and Joy Technologies, Inc. owns 22.728% of the voting securities of Harnischfeger Corporation of Canada Ltd.
(3)	HCHC, Inc. owns 90% and Harnischfeger Corporation owns 10% of the voting securities of Harnischfeger de Chile Ltda.
(4)	Harnischfeger de Chile Ltda. owns 99.999% and Harnischfeger Corporation owns .001% of the voting securities of Comercial Otero S.A.
(5)	HCHC, Inc. owns 75% of the voting securities of Harnischfeger of Australia Pty. Ltd.
(6)	HCHC, Inc. owns 99.999% and Harnischfeger Corporation owns .001% of Harnischfeger do Brasil Comercio e Industria Ltda.

EXHIBIT 23

JOY GLOBAL INC.

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-8 (No. 333-71024) of Joy Global Inc. of our report dated January 14, 2002, appearing in this Annual Report on Form 10-K.

PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
January 14, 2002

EX-10

CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT made and entered into as of November 17, 2000 by and between Harnischfeger Industries, Inc., a Delaware corporation (the "Company"), and Michael S. Olsen (the "Participant").

RECITALS

WHEREAS, the Participant is currently employed by the Company; and

WHEREAS, the Company and the Participant wish to set forth their respective rights and obligations in the event of a Change in Control in the Company;

NOW THEREFORE, in consideration of the premises hereof and of the mutual promises and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Certain Definitions.

(a) "Cause". For the purposes of this Agreement, the Company shall have "Cause" to terminate the Participant's employment upon (i) the willful and continued failure of the Participant substantially to perform the Participant's duties of employment (other than as a result of physical or mental illness or injury) after the Board of Directors of the Company (the "Board") or the Chief Executive Officer or President of the Company delivers to the Participant a written demand for substantial performance that specifically identifies the manner in which the Board, Chief Executive Officer or President believes that the Participant has not substantially performed the Participant's duties of employment; or (ii) willful illegal conduct or gross misconduct by the Participant that results in material and demonstrable damage to the business or reputation of the Company or its subsidiaries; or (iii) the Participant's conviction of, or plea of guilty or nolo contendere to, a felony. No act or failure to act on the part of the Participant shall be considered "willful" unless it is done, or failed to be done, by the Participant in bad faith or without reasonable belief that the Participant's action or omission was in the best interests of the Company. Any act or failure to act that is based upon the authority given pursuant to a resolution duly adopted by the Board, the instruction of the Chief Executive Officer or a senior officer of the Company, or the advice of counsel for the Company, shall be conclusively presumed to be done, or failed to be done, by the Participant in good faith and in the best interests of the Company.

(b) "Change in Control". For purposes of this Agreement, Change in Control shall mean:

(i) Consummation of a plan of reorganization confirmed pursuant to title 11, United States Code, that (A) provides for the conversion of debt of the Company into equity interest in the Company such that, following consummation of such plan of reorganization, holders of debt of the Company immediately prior to consummation of such plan of reorganization beneficially own, directly or indirectly, fifty percent (50%) or more of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such plan of reorganization (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) or (B) is a liquidating plan of reorganization of the Company; or

(ii) The acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act)) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifteen percent (15%) or more of either (A) the then outstanding shares of Stock (the "Outstanding Company Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of the directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (C) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iv) of this Section 1(b); or

(iii) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other that the Board; or

(iv) Consummation by the Company of a merger, consolidation, sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of Common Stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan or related trust of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, fifteen percent (15%) or more of, respectively, the then outstanding shares of Common Stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(v) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(c) "Disability". Disability with respect to a Participant means that (i) the Participant has been unable, for a period of 180 consecutive business days, to perform the Participant's duties of employment, as a result of physical or mental illness or injury, and (ii) a physician selected by the Company or its insurers, and acceptable to the Participant or the Participant's legal representative, has determined that the Participant's incapacity is total and permanent. A termination of the Participant's employment by the Company for Disability shall be communicated to the Participant by written notice, and shall be effective on the 30th day after receipt of such notice by the Participant (the "Disability Effective Date"), unless the Participant returns to full-time performance of the Participant's duties before the Disability Effective Date.

(d) "Good Reason". For purposes of this Agreement, Good Reason shall mean, with respect to a Participant, without the Participant's prior written consent:

(i) the assignment to the Participant of any duties inconsistent in any material and adverse respect with the duties assigned to the Participant by the Company as of the date of this Agreement, or any action by the Company that results in a material diminution in the Participant's position, authority, duties or responsibilities from those held, exercised and/or assigned to the Participant as of the date of this Agreement, other than an isolated, insubstantial and inadvertent action that is not taken in bad faith and is remedied by the Company promptly after receipt of notice thereof from the Participant, describing in reasonable detail the objectionable duties or responsibilities; or

(ii) any material reduction in the Participant's base salary or bonus opportunity or other material employee benefits from the levels in effect as of the date of this Agreement, other than (A) an isolated, insubstantial and inadvertent action that is not taken in bad faith and is remedied by the Company promptly after receipt of notice thereof from the Participant describing in reasonable detail the objectionable reduction, or (B) any modification to the Company's employee benefits in conjunction with the establishment of a substitute or replacement employee benefit program providing the Participant with substantially similar employee benefits; or

(iii) any requirement by the Company that the Participant's services be rendered primarily at a location or locations more than thirty-five (35) miles from the Participant's employment location as of the date of this Agreement.

(e) "Substitute Employer". For purposes of this Agreement, Substitute Employer shall mean a third party with whom the Participant obtains employment and in connection with which the Participant is entitled to receive compensation.

2. Effective Date; Protection Period.

(a) "Effective Date" shall mean the first date on which a Change in Control occurs.

(b) The "Protection Period" shall mean the period beginning on the Effective Date and ending on the second anniversary thereof.

3. Compensation in Connection with a Change in Control; Health and Welfare Coverage, Outplacement, and Other Benefits. If the Participant's employment with the Company is terminated during the Protection Period (including any such termination occurring within 90 days prior to the Effective Date) by the Participant for Good Reason or by the Company for any reason other than Cause, the Company shall:

(a) Pay the Participant an amount equal to two (2) times the sum of (x) his maximum annual base salary in effect from the date of this Agreement through the date of the termination of employment and (y) the greater of (i) his Target Bonus authorized in the Company's Annual Incentive Plan in effect on the date of the termination of employment or (ii) the amount authorized in the Company's Annual Incentive Plan in effect during the year prior to the date of the termination of employment, payable no later than ten calendar days following the date of termination of employment in a lump sum by certified check or wire transfer; and

(b) Continue to maintain for the benefit of the Participant and his dependents, medical, dental, and other health benefits provided to the Participant and his dependents as of the date of termination (the "Continuation Benefits") on terms no less favorable to the Participant than the Company provides to other employees similarly situated in the Company. The Company shall provide such benefits for a period up to two (2) calendar years following the termination of employment (subject to the mitigation provision set forth hereinafter). The Participant shall be required to make any contributions and pay any co-payments, deductibles or similar amounts required to maintain such Continuation Benefits; provided, however, that such contributions, co-payments, deductibles or similar amounts are also required to be made by other employees similarly situated within the Company. If at any time during the entitlement period the Participant shall obtain employment with a Substitute Employer in which the Participant is entitled to receive benefits in connection with such employment on terms provided by the Substitute Employer to its similarly situated employees generally, the Company shall no longer be required to provide such Continuation Benefits to the Participant of the type provided by the Substitute Employer, regardless of whether such benefits differ in any respect from the Continuation Benefits.

(c) Provide the Participant with the outplacement services provided to similarly situated executives of the Company but at a level no less favorable than provided to similarly situated executives immediately prior to the Change in Control, with a provider that is reasonably agreed upon by the Participant and the Company.

4. Section 280G Limitation.

(a) For purposes of this Section 5: (i) a "Payment" shall mean any payment or distribution in the nature of compensation to or for the benefit of the Participant, whether paid or payable pursuant to this Agreement or otherwise; (ii) "Agreement Payment" shall mean a Payment paid or payable pursuant to this Agreement (disregarding this Section); (iii) "Present Value" shall mean such value determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the "Code"); and (iv) "Reduced Amount" shall mean an amount expressed in Present Value that maximizes the aggregate Present Value of Agreement Payments without causing any Payment to be nondeductible by the Company or any successor thereto because of Section 280G of the Code.

(b) Anything in the Agreement to the contrary notwithstanding, in the event PricewaterhouseCoopers LLP (the "Accounting Firm") shall determine that receipt of all Payments would subject the Participant to tax under Section 4999 of the Code or result in any portion of any Payments being nondeductible by the Company (or any successor hereto), the aggregate Agreement Payments shall be reduced (but not below zero) to meet the definition of Reduced Amount.

(c) If the Accounting Firm determines that aggregate Agreement Payments should be reduced to the Reduced Amount, the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof, and the Participant may then elect, in his or her sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of his or her election within ten days of his or her receipt of notice. If no such election is made by the Participant within such ten-day period, the Company may elect which of such Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount) and shall notify the Participant promptly of such election. All determinations made by the Accounting Firm under this Section shall be binding upon the Company and the Participant and shall be made as soon as practicable following the election under this Section 4(c). As promptly as practicable following such determination, the Company shall pay to, provide or distribute for the benefit of the Participant such Agreement Payments as are then due to the Participant under this Agreement and shall promptly pay to, provide or distribute for the benefit of the Participant in the future such Agreement Payments as become due to the Participant under this Agreement.

(d) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid, provided or distributed by the Company to or for the benefit of the Participant pursuant to this Agreement which should not have been so paid, provided or distributed ("Overpayment") or that additional amounts which will have not been paid, provided or distributed by the Company to or for the benefit of the Participant pursuant to this Agreement could have been so paid, provided or distributed ("Underpayment"), in each case, without resulting in any Payment being nondeductible by the Company or any successor thereto. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Participant which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid, provided or distributed by the Company to or for the benefit of the Participant shall be treated for all purposes as a loan to the Participant which the Participant shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by the Participant to the Company if and to the extent such deemed loan and payment would not either reduce the amount on which the Participant is subject to tax under Section1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid or provided by the Company to or for the benefit of the Participant together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(e) All fees and expenses of the Accounting Firm in implementing the provisions of this Section 5 shall be borne by the Company.

5. Waiver of Other Payments and Benefits. The compensation and benefits arrangements set forth in this Agreement are in lieu of any rights or claims that Participant may have with respect to severance or other benefits resulting from a termination of employment during the Protection Period, other than (A) the Participant's accrued annual base salary through the date of termination of employment, any incentive compensation earned through the date of termination of employment, and the value of the Participant's accrued, but unused, vacation days, in each case to the extent not theretofore paid, and (B) benefits under any tax-qualified employee pension benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended (including the Company's 401(k) plan and tax qualified pension plan) and the Company's Supplemental Retirement Plan.

6. Non-exclusivity of Rights. Except as specifically provided in this Agreement, nothing herein shall prevent or limit the Participant's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies for which the Participant may qualify, nor shall anything in this Agreement limit or otherwise affect such rights as the Participant may have under any contract or agreement with the Company; provided, however, that any payments due under this Agreement shall offset severance payments due to the Participant under any severance plan applicable to employees of the Company. Vested benefits and other amounts that the Participant is otherwise entitled to receive under any plan, policy, practice or program of, or any contract or agreement with, the Company or any of its affiliated companies on or after the date of termination of employment shall be payable in accordance with such plan, policy, practice, program, contract or agreement, as the case may be, except as explicitly modified by this Agreement.

7. Full Settlement. The Company's obligation to make the payments provided for in, and otherwise to perform its obligations under, this Agreement shall not be affected by or subject to any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against the Participant or others. In no event shall the Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Participant under any of the provisions of this Agreement and, except as specifically provided in Section 3(b), such amounts shall not be reduced, regardless of whether the Participant obtains other employment.

8. Confidential Information; Noncompetition; Nonsolicitation.

(a) The Participant shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies and their respective businesses that the Participant obtains during the Participant's employment by the Company or any of its affiliated companies and that is not public knowledge (other than as a result of the Participant's violation of this Section 8(a)) ("Confidential Information"). The Participant shall not communicate, divulge or disseminate Confidential Information at any time during or after the Participant's employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company's possession or premises or made use of other than in pursuit of the Company's business or as may otherwise be required by law or any legal process, and, upon termination of employment for any reason, the Participant shall deliver to the Company, without further demands, all such items and any copies thereof which are then in his possession or under his control.

(b) During the Noncompetition Period (as defined below), the Participant shall not, without the prior written consent of the Board, engage in or become associated with a Competitive Activity. For purposes of this Section 8(b), the "Noncompetition Period" means the one year period after Participant's termination of employment for any reason during the Protection Period; a "Competitive Activity" means any business or other endeavor that is in substantial competition with any business conducted by the Company at the time of such termination; and (iii) the Participant shall be considered to have become "associated with a Competitive Activity" if he becomes directly or indirectly involved as an owner, shareholder, employee, officer, director, independent contractor, agent, partner, advisor, or in any other capacity calling for the rendition of the Participant's personal services, with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding the foregoing, the Participant may make and retain investments during the Noncompetition Period in not more than three percent of the equity of any entity engaged in a Competitive Activity, if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.

(c) During the Noncompetition Period, the Participant will not, directly or indirectly, solicit for employment or employ on behalf of any organization other than the Company or employ any person (other than any personal assistant hired to work directly for the Participant) employed by the Company, nor will the Participant, directly or indirectly, solicit for employment on behalf of any organization other than the Company any person known by the Participant (after reasonable inquiry) to be employed at the time by the Company.

(d) The Participant shall continue to be subject to the terms of the Harnischfeger Industries, Inc. Employee Proprietary Rights and Confidentiality Agreement (the "Confidentiality Agreement") pursuant to the terms of such agreement. If, during the Protection Period, the Confidentiality Agreement is no longer applicable, the Participant shall be subject to the provisions set forth below in this Section 8(d) with respect to the Company. The Participant shall promptly communicate to the Company all ideas, discoveries and inventions which are or may be useful to the Company or its business. The Participant acknowledges that all ideas, discoveries, inventions, and improvements which heretofore have been or are hereafter made, conceived, or reduced to practice by him at any time during his employment with the Company or heretofore or hereafter gained by him at any time during his employment with the Company are the property of the Company, and the Participant hereby irrevocably assigns all such ideas, discoveries, inventions, and improvements to the Company for its sole use and benefit, without additional compensation. The provisions of this Section 8(d) shall apply whether such ideas, discoveries, inventions, or improvements were or are conceived, made or gained by him alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company's business interests (including potential business interests), and whether or not within the specific realm of his duties. The Participant shall, upon request of the Company, but at no expense to the Participant, at any time during or after his employment with the Company, sign all instruments and documents reasonably requested by the Company and otherwise cooperate with the Company to protect its right to such ideas, discoveries, inventions, or improvements including applying for, obtaining, and enforcing patents and copyrights thereon in such countries as the Company shall determine.

(e) The provisions of Sections 8 (a), (b), (c) and (d) of this Agreement shall remain in full force and effect until the expiration of the Noncompetition Period specified herein notwithstanding the termination of the Participant's employment hereunder. For purposes of this Section 8, the "Company" shall include all subsidiaries of the Company.

(f) In the event of a breach of the Participant's covenants under this Section 8, it is understood and agreed that the Company shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Participant acknowledges and agrees that the covenants, obligations and agreements of the Participant in Section 8(a), (b), (c), (d) and (e) of the Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Participant agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Participant from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company may have. The Company and the Participant hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, in respect of the injunctive remedies set forth in this Section 8(f) and the interpretation and enforcement of Sections 8(a), (b), (c), (d) and (e) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Section 8(f), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Section 8(f).

9. Attorneys' Fees. The Company agrees to reimburse, to the fullest extent permitted by law, all legal fees and expenses that the Participant may reasonably incur as a result of any contest by the Company or the Participant (whether against the Company or any other party) with respect to the validity or enforceability of or liability under, or otherwise involving, any provision of this Agreement; provided, however, that no such reimbursement shall be made unless the Participant substantially prevails in any such dispute (without taking into account any ability by the Company or other party to appeal any resolution of a dispute). Such reimbursement shall be made following resolution of the dispute within 30 days following the Company's receipt of invoices for such fees.

10. Binding Agreement. This Agreement and all obligations of the Company hereunder shall be binding upon the successors and assignees of the Company. This Agreement and all rights of the Participant hereunder shall inure to the benefit of and be enforceable by the Participant's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

11. Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly provided when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:

To the Company:	To the Participant:
General Counsel	_____________________
Harnischfeger Industries, Inc.	_____________________
P.O. Box 554	_____________________
Milwaukee, WI 53211	_____________________

12. Withholding of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or government regulation or ruling.

13. Governing Law; Validity and Enforceability. This Agreement shall be construed according to the laws of Wisconsin. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law.

14. Gender and Number. Where the context of this Agreement admits, words in the masculine gender shall include feminine and neuter genders, the plural shall include the singular and the singular shall include the plural.

15. Amendment; Modification; Waiver. This Agreement may not be amended except by the written agreement of the parties hereto. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Participant and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

16. Binding Effect. This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided for herein. Without limiting the generality of the foregoing, Participant's right to receive payments hereunder shall not be assignable, transferable or delegable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 16, the Company shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.

17. Arbitration. Subject to Section 8(f) of this Agreement, any dispute or controversy between the parties relating to or arising out of this Agreement or any amendment or modification hereof shall be determined by arbitration in Milwaukee, Wisconsin by and pursuant to the rules then prevailing of the American Arbitration Association, other than claims for injunctive relief under Section 11. The arbitration award shall be final and binding upon the parties and judgment may be entered thereon by any court of competent jurisdiction. The service of any notice, process, motion or other document in connection with any arbitration under this Agreement or the enforcement of any arbitration award hereunder may be effectuated either by personal service upon a party or by certified mail duly addressed to him or to his executors, administrators, personal representatives, next of kin, successors or assigns, at the last known address or addresses of such party or parties.

18. Notification of Change in Control. The Company shall notify the Participant in writing of any Change in Control.

19. Election by Participant. IMPORTANT: You must notify the Company in writing of your election to waive any and all claims you may have under pre-petition change-in-control arrangements in order to be eligible for the benefits provided for in this Agreement. Your election must be made by signing the attached election form (Exhibit "A") prior to November 22, 2000 and delivering the signed form pursuant to Section 11 of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

By: ______________________________________

Michael S. Olsen

By: ______________________________________

The Company

EX-3

AMENDED AND RESTATED BYLAWS

OF

JOY GLOBAL INC.

ARTICLE I

OFFICES

     The initial registered office of the corporation required by the Delaware General Corporation Law shall be 100 West Tenth Street, City of Wilmington, County of New Castle, State of Delaware, and the address of the registered office may be changed from time to time by the Board of Directors.

     The principal business office of the corporation shall be located in the City of Milwaukee, County of Milwaukee, State of Wisconsin. The corporation may have such other offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.

     The registered office of the corporation required by the Wisconsin Business Corporation Law may be, but need not be, the same as its place of business in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

STOCKHOLDERS

     SECTION 1. Annual Meeting. The annual meeting of stockholders shall be held at a time and on a date designated by resolution adopted by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the state where the meeting is to be held, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for the annual meeting of the stockholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient.

     SECTION 2. Special Meeting. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called (i) by the Chief Executive Officer, (ii) pursuant to a resolution approved by two-thirds of the Board of Directors, or (iii) by written request to the Chairman of the Board of Directors by stockholders representing at least two-thirds of the outstanding common stock entitled to vote.

     SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, the place of meeting shall be the principal business office of the corporation in the State of Wisconsin.

     SECTION 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Chief Executive Officer, or the Secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, addressed to the stockholder at the stockholder's address as it appears on the records of the corporation, with postage thereon prepaid. Any previously scheduled meeting of the stockholders may be postponed, and any special meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders.

     SECTION 5. Fixing of Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors of the corporation may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, for any such determination of stockholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of stockholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken. If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the close of business on the date next preceding the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this Section 5, such determination shall apply to any adjournment thereof; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     SECTION 6. Voting Lists. The officer or agent having charge of the stock ledger of the corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each; which list, for a period of ten (10) days prior to such meeting, shall be kept at the place where the meeting is to be held, or at another place within the city where the meeting is to be held, which other place shall be specified in the notice of meeting and the list shall be subject to inspection by any stockholder for any purpose germane to the meeting, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock ledger shall be prima facie evidence as to who are the stockholders entitled to examine such list or ledger or to vote at any meeting of stockholders. Failure to comply with the requirements of this Section 6 will not affect the validity of any action taken at such meeting.

     SECTION 7. Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders; except that, where a separate vote by a class or classes is required, a quorum shall consist of one-third of the shares entitled to vote of each such class. If a quorum is present, elections of directors shall be decided by plurality vote, and all other questions shall be decided by the majority vote of the shares represented at the meeting and entitled to vote, unless the vote of a greater number or voting by classes is required by Delaware law, the Restated Certificate of Incorporation, or these Amended and Restated Bylaws. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. Any stockholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the Chairman of the meeting without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called.

     SECTION 8. Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by the stockholder's duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after three years from the date of its execution, unless otherwise provided in the proxy.

     SECTION 9. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of any class or classes are enlarged, limited or denied by the Restated Certificate of Incorporation or in the manner therein provided.

     SECTION 10. Voting of Shares by Certain Holders. Neither treasury shares nor shares of the corporation held by another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall be entitled to vote or to be counted for quorum purposes. Nothing in this paragraph shall be construed as limiting the right of the corporation to vote its own stock held by it in a fiduciary capacity.

     Shares standing in the name of another corporation, domestic or foreign, may be voted in the name of such corporation by its President or such other officer as the President may appoint or pursuant to any proxy executed in the name of such corporation by its President or such other officer as the President may appoint in the absence of express written notice filed with the Secretary that such President or other officer has no authority to vote such shares. Shares held by an administrator, executor, guardian, conservator, trustee in bankruptcy, receiver or assignee for creditors may be voted by such administrator, executor, guardian, conservator, trustee in bankruptcy, receiver or assignee for creditors, either in person or by proxy, without a transfer of such shares into the name of such administrator, executor, guardian, conservator, trustee in bankruptcy, receiver or assignee for creditors. Shares standing in the name of a fiduciary may be voted by such fiduciary, either in person or by proxy.

     A stockholder whose shares are pledged shall be entitled to vote such shares unless in the transfer by the pledgor on the books of the corporation the pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or the pledgee's proxy, may represent such stock and vote thereon.

     SECTION 11. Stockholder Proposals.

     a. No proposal for a stockholder vote shall be submitted by a stockholder (a "Stockholder Proposal") to the corporation's stockholders unless the stockholder submitting such proposal (the "Proponent") shall have filed a written notice setting forth with particularity (i) the names and business addresses of the Proponent and all Persons acting in concert with the Proponent (ii) the name and address of the Proponent and the Persons identified in clause (i), as they appear on the corporation's books (if they so appear), (iii) the class and number of shares of the corporation beneficially owned by the Proponent and the Persons identified in clause (i); (iv) a description of the Stockholder Proposal containing all material information relating thereto, including any material interest in such Stockholder Proposal held by the Proponent (other than as a stockholder); and (v) whether the Proponent or any Person identified in clause (i) intends to solicit proxies from holders of a majority of shares of the corporation entitled to vote on the Stockholder Proposal. The Proponent shall also submit such other information as the Board of Directors reasonably determines is necessary or appropriate to enable the Board of Directors and stockholders to consider the Stockholder Proposal. As used in this Section 11, the term "Person" means any individual, partnership, limited liability company, firm, corporation, association, trust, unincorporated organization or other entity.

     b. The presiding officer at any stockholders' meeting may determine that any Stockholder Proposal was not made in accordance with the procedures prescribed in these Amended and Restated Bylaws or is otherwise not in accordance with law, and if it is so determined, such officer shall so declare at the meeting and the Stockholder Proposal shall be disregarded.

     c. The notice required by these Amended and Restated Bylaws to be delivered by the Proponent shall be delivered to the Secretary at the principal executive office of the corporation (i) not less than seventy-five (75) days before nor more than one hundred and five (105) days before the first anniversary of the preceding date of the previous year's annual meeting of stockholders if such Stockholder Proposal is to be submitted at an annual stockholders' meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such annual meeting is first made by the corporation) and (ii) no later than the close of business on the fifteenth (15th) day following the day on which notice of the date of a special meeting of stockholders was given if the Stockholder Proposal is to be submitted at a special stockholders' meeting (provided, however, if notice of the date of the special meeting of stockholders was given less than twenty (20) days before the date of the special meeting of stockholders, the notice required by these Amended and Restated Bylaws to be given by the Proponent shall be delivered no later than the close of business on the fifth (5th) day following the day on which notice of the special stockholder's meeting was given). In no event shall the public announcement of an adjournment of an annual or special meeting commence a new time period for the giving of a stockholder's notice as described above.

     SECTION 12. Inspectors of Election; Opening and Closing the Polls.

     a. The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the corporation in other capacities, including without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders, the Chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector shall have the duties prescribed by law.

     b. The Chairman of the meeting shall fix and announce at the meeting the date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting.

     SECTION 13. Action by Stockholders. The corporation expressly elects to prohibit any type of stockholder action permitted under Section 228 of the Delaware General Corporation Law. All stockholder action which, under the Delaware General Corporation Law, shall take place at an annual or special meeting of the stockholders, shall take place at a duly called meeting of the stockholders in compliance with the requirements of this Article II.

ARTICLE III

BOARD OF DIRECTORS

     SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

     SECTION 2. Number. Tenure and Qualifications. The number of directors of the corporation shall be seven; provided that the number of directors may be changed from time to time by resolution of the Board of Directors. Each director shall hold office until such director's successor shall have been elected and qualified, or until such director's earlier death, resignation or removal by the affirmative vote of the holders of a majority of shares entitled to vote in the election of directors. Directors need not be residents of the State of Delaware or stockholders of the corporation.

     SECTION 3. Removal and Resignation. No director may be removed from office without cause and without the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of capital stock entitled to vote generally in the election of directors voting together as a single class. Any director may resign at any time upon written notice to the corporation. No director shall be or be deemed to be removed from office prior to the expiration of such director's term in office by virtue of a reduction in the number of directors.

     SECTION 4. Annual Meetings. An annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the Annual Meeting of Stockholders.

     SECTION 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors called by them.

     SECTION 6. Notice. Notice of any special meeting shall be given in a manner reasonably calculated so as to be received at least forty-eight (48) hours previous thereto by written notice delivered personally or mailed to each director at such director's business address, or by telegram. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because of the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

     SECTION 7. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

     SECTION 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the Restated Certificate of Incorporation or these Amended and Restated Bylaws shall require a greater number.

     SECTION 9. Nomination of Directors; Vacancies.

     a. Nomination of Directors. Candidates for director shall be nominated either (i) by the Board of Directors or a committee appointed by the Board of Directors or (ii) by nomination at any stockholders' meeting by or on behalf of any stockholder entitled to vote at such meeting provided that written notice of such stockholder's intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the secretary of the corporation not later than (1) with respect to an election to be held at an annual meeting of stockholders, ninety (90) days in advance of such meeting, and (2) with respect to an election to be held at a special meeting of stockholders for the election of directors, the close of business on the tenth (10th) day following the date on which notice of such meeting is first given to stockholders. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, by the Board of Directors; and (e) the consent of each nominee to serve as a director of the corporation if so elected. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. A stockholder seeking to nominate a person to serve as a director must also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 9.

     b. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum, and any person so chosen shall hold office until a successor shall be duly chosen at the next election of the Board of Directors.

     SECTION 10. Action by Directors Without a Meeting. Any action required to be taken at a meeting of directors, or at a meeting of a committee of directors, or any other action which may be taken at a meeting, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors or members of the committee thereof entitled to vote with respect to the subject matter thereof and such consent shall have the same force and effect as a unanimous vote.

     SECTION 11. Participation in a Meeting by Telephone. Members of the Board of Directors or any committee of directors may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participating in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting.

     SECTION 12. Compensation. The Board of Directors, by majority vote of the directors then in office and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, or to delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families, dependents and beneficiaries on account of prior services rendered by such directors, officers and employees to the corporation. The Board of Directors may be paid their expenses, if any, of attendance at each such meeting of the Board.

     SECTION 13. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director's dissent is entered in the minutes of the meeting or unless such director files a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or forwards such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

     SECTION 14. Validity of Contracts. No contract or other transaction entered into by the corporation shall be affected by the fact that a director or officer of the corporation is in any way interested in or connected with any party to such contract or transaction, or is a party to such contract or transaction, even though in the case of a director the vote of the director having such interest or connection shall have been necessary to obligate the corporation upon such contract or transaction; provided, however, that in any such case - (i) the material facts of such interest are known or disclosed to the directors or stockholders and the contract or transaction is authorized or approved in good faith by the stockholders or by the Board of Directors or a committee thereof through the affirmative vote of a majority of the disinterested directors (even though not a quorum), or (ii) the contract or transaction is fair to the corporation as of the time it is authorized, approved or ratified by the stockholders, or by the Board of Directors, or by a committee thereof.

     SECTION 15. Indemnification and Insurance.

     a. Except as provided in paragraph (g) of this Section 15, each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, arbitration, mediation or proceeding, whether civil, criminal, administrative or investigative, whether domestic or foreign (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, fiduciary, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent not prohibited by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, with respect to alleged action or inaction occurring prior to such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including without limitation attorneys' fees and expenses, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. Such indemnification as to such alleged action or inaction shall continue as to a person who has ceased after such alleged action or inaction to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in the following paragraph, the corporation shall - indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors unless such proceeding (or part thereof) is a counter claim, cross-claim, third party claim or appeal brought by such person in any proceeding. The right to indemnification conferred in this Section 15 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware - requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further appeal that such director or officer is not entitled to be indemnified for such expenses under this Section 15 or otherwise. The corporation may, by action of the Board of Directors, provide indemnification to an employee or agent of the corporation or to a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise of which the corporation owns fifty percent or more with the same scope and effect as the foregoing indemnification of directors and officers or such lesser scope and effect as shall be determined by action of the Board of Directors.

     b. If a claim under the preceding paragraph is not paid in full by the corporation within thirty (30) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part in any such claim or suit, or in a claim or suit brought by the corporation to recover an advancement of expenses under this paragraph, the claimant shall be entitled to be paid also the expense of prosecuting or defending any such claim or suit. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the applicable standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. In any suit brought by such person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the corporation to recover an advancement of expenses hereunder, the burden of proving that such person is not entitled to be indemnified, or to have or retain such advancement of expenses, shall be on the corporation.

     c. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 15 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Restated Certificate of Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

     d. The corporation may maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

     e. For purposes of this Section 15, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Section 15 with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

     f. In the event that any of the provisions of this Section 15 (including any provision within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the full extent permitted by law.

     g. The corporation's indemnification obligations for claims arising before the effective date of the corporation's plan of reorganization (the "Plan") in the corporation's bankruptcy proceedings commenced on June 7, 1999 pursuant to chapter 11 of title 11 of the United States Code shall be limited and qualified as provided in Section XIV(D) of the Plan.

     SECTION 16. Committees of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate committee members, who may replace any absent or disqualified member at any committee meeting. In the absence or disqualification of a committee member, the member or members present at any meeting and not disqualified from voting, whether such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in place of the absent or disqualified member. Any such committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter required to be submitted to the stockholders for approval under Delaware law, the Restated Certificate of Incorporation or these Amended and Restated Bylaws, (ii) adopting, amending or repealing any of these Amended and Restated Bylaws, (iii) removing directors or (iv) except in the case of action by a committee of disinterested directors, indemnifying directors.

ARTICLE IV

OFFICERS

     SECTION 1. Number. The officers of the corporation shall be a Chairman of the Board (who must be a member of the Board of Directors and who may be a current or former employee of the corporation), a Chief Executive Officer, a President, a Chief Financial Officer, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, a Controller and a General Counsel, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect a Chief Operating Officer and one or more Group Presidents and may designate one or more of the Vice Presidents as Executive Vice Presidents or Senior Vice Presidents. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary, and the offices of President and Vice President.

     SECTION 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office until such officer's successor shall have been duly elected or until such officer's death or until such officer shall resign or shall have been removed in the manner hereinafter provided.

     SECTION 3. Removal. Any officer or agent elected or appointed by the Board of Directors may - be removed by the Board of Directors with or without cause whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

     SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, - disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

     SECTION 5. Chairman of the Board. The Chairman of the Board shall preside at all meetings of - the Board of Directors and stockholders.

     SECTION 6. Chief Executive Officer. The Chief Executive Officer shall be the principal - executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise and control all of the business and affairs of the corporation, and establish current and long-range objectives, plans and policies. The Chief Executive Officer shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as the Chief Executive Officer shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the Chief Executive Officer. The Chief Executive Officer shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation's regular business or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, the Chief Executive Officer may authorize the President, an Executive Vice President, Senior Vice President, or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in the Chief Executive Officer's place and stead. In general, the Chief Executive Officer shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time. In the absence of the Chairman of the Board, the Chief Executive Officer shall, when present, preside at all meetings of the stockholders and the Board of Directors.

     SECTION 7. President. The President shall direct, administer and coordinate the activities - of the corporation in accordance with policies, goals and objectives established by the Chief Executive Officer and the Board of Directors. The President shall also assist the Chief Executive Officer in the development of corporate policies and goals. In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall, when present, preside at all meetings of the stockholders and the Board of Directors.

     SECTION 8. Chief Financial Officer. The Chief Financial Officer of the corporation shall, - under the direction of the Chief Executive Officer, be responsible for all financial and accounting matters and for the direction of the offices of Treasurer and Controller. The Chief Financial Officer shall have such other powers and perform such other duties as may be prescribed by the Chief Executive Officer or the Board of Directors.

     SECTION 9. The Chief Operating Officer, Group Presidents and the Vice Presidents. In the - absence of the President or in the event of the President's death, inability or refusal to act, the Chief Operating Officer, the Group Presidents and the Executive Vice Presidents in the order designated at the time of their election, or, in the absence of any designation, then in the order of their election (or in the event there be no Chief Operating Officer, Group Presidents or Executive Vice Presidents or they are incapable of acting, the Senior Vice Presidents in the order designated at the time of their election, or, in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Board of Directors may designate certain Vice Presidents as being in charge of designated divisions, plants, or functions of the corporation's business and add appropriate description to their title. Any Chief Operating Officer, Group President or Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to such Chief Operating Officer, Group President or Vice President by the Chief Executive Officer or by the Board of Directors.

     SECTION 10. The Secretary. The Secretary shall: (a) keep the minutes of the stockholders' - and of the Board of Directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Amended and Restated Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep or cause to be kept a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (e) sign with the Chief Executive Officer, President, or any Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chief Executive Officer or by the Board of Directors.

     SECTION 11. The Treasurer. The Treasurer shall give a bond for the faithful discharge of the - Treasurer's duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Amended and Restated Bylaws; and (b) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chief Executive Officer or by the Board of Directors.

     SECTION 12. The Controller. The Controller shall: (a) keep, or cause to be kept, correct and complete books and records of account, including full and accurate accounts of receipts and disbursements in books belonging to the corporation; and (b) in general, perform all duties incident to the office of Controller and such other duties as from time to time may be assigned to the Controller by the Chief Executive Officer or by the Board of Directors.

     SECTION 13. General Counsel. The General Counsel shall be the chief legal officer of the - corporation. The General Counsel shall have such other powers and perform such other duties as may be prescribed by the Chief Executive Officer or the Board of Directors.

     SECTION 14. Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries may sign with the President, or any Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. Assistant Treasurers shall respectively give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Chief Executive Officer or the Board of Directors.

     SECTION 15. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the corporation.

     SECTION 16. Voting of Stock in Other Corporations. Unless otherwise ordered by the Board of - Directors, the Chief Executive Officer, the President or any Vice President or the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer shall have full power and authority on behalf of the Corporation to execute and deliver a proxy or proxies for and/or to attend and to act and to vote at any meetings of stockholders of any corporation in which the Corporation may hold stock, and at any such meetings shall possess and may exercise any and all rights and powers incident to the ownership or such stock and which, as the owner thereof, the Corporation might have possessed and exercised if present. The Board of Directors, by resolution, from time to time, may confer like powers upon any other person or persons.

ARTICLE V

APPOINTED EXECUTIVES

     SECTION 1. Vice Presidents. The Chief Executive Officer may appoint, from time to time, as - the Chief Executive Officer may see fit, and fix the compensation of, one or more Vice Presidents whose title will include words describing the function of such Vice President's office and the group, division or other unit of the Company in which such Vice President's office is located. Each of such appointed Vice Presidents shall hold office during the pleasure of the Chief Executive Officer, shall perform such duties as the Chief Executive Officer may assign, and shall exercise the authority set forth in the Chief Executive Officer's letter appointing such Vice President.

     SECTION 2. Assistants. The Chief Executive Officer may appoint, from time to time, as the Chief Executive Officer may see fit, and fix the compensation of, one or more Assistants to the Chairman, one or more Assistants to the President, and one or more Assistants to the Vice Presidents, each of whom shall hold office during the pleasure of the Chief Executive Officer, and shall perform such duties as the Chief Executive Officer may assign.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

     SECTION 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

     SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

     SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VII

CERTIFICATE FOR SHARES AND THEIR TRANSFER

     SECTION 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the Chief Executive Officer, President, or any Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock ledger of the corporation.

     All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in the case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

     SECTION 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock ledger of the corporation by the holder of record thereof or by such person's legal representative, who shall, if so required, furnish proper evidence of authority to transfer, or by such person's attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

ARTICLE VIII

FISCAL YEAR

     The fiscal year of the corporation shall begin on the day after the Saturday closest to the thirty-first day of October in each year and end on the Saturday closest to the thirty-first day of October of the subsequent year.

ARTICLE IX

DIVIDENDS

     The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and by the Restated Certificate of Incorporation.

ARTICLE X

SEAL

     The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal".

ARTICLE XI

WAIVER OF NOTICE

     Whenever any notice is required to be given to any stockholder or director of the corporation under the provisions of these Amended and Restated Bylaws or under the provisions of the Restated Certificate of Incorporation or under the provisions of the Delaware General Corporation Law, a waiver thereof in writing, signed at any time by the person or persons entitled to such notice of the meeting, shall be deemed equivalent to the giving of such notice.

ARTICLE XII

AMENDMENTS

     These Amended and Restated Bylaws may be amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting thereof only with the affirmative vote of a majority of the total number of directors.

ARTICLE XIII

CERTAIN BUSINESS COMBINATIONS

     The corporation expressly elects to be governed by Section 203 of the Delaware General Corporation Law.

 1 The Board will exempt from Section 203 any holders of 5% or more of the Common Stock at emergence.

EX-24

JOY GLOBAL INC.

POWER OF ATTORNEY

Annual Report on Form 10-K for the Year Ended October 31, 2001

     WHEREAS, under the provisions of the Securities Exchange Act of 1934, Joy Global Inc., a Delaware corporation (the "Corporation"), will file an Annual Report on Form 10-K for the fiscal year ended October 31, 2001, with the Securities and Exchange Commission; and,

     WHEREAS, the undersigned is a Director of the Corporation;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John Nils Hanson as his attorney, with full power to act for him in his name, place and stead, to sign his name in the aforesaid capacity to such Form 10-K Annual Report, hereby ratifying and confirming all that said attorney may or shall lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this ____ day of _________, 2001.

_______________________(SEAL)
Steven L. Gerard              

JOY GLOBAL INC.

POWER OF ATTORNEY

Annual Report on Form 10-K for the Year Ended October 31, 2001

     WHEREAS, under the provisions of the Securities Exchange Act of 1934, Joy Global Inc., a Delaware corporation (the "Corporation"), will file an Annual Report on Form 10-K for the fiscal year ended October 31, 2001, with the Securities and Exchange Commission; and,

     WHEREAS, the undersigned is a Director of the Corporation;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John Nils Hanson as his attorney, with full power to act for him in his name, place and stead, to sign his name in the aforesaid capacity to such Form 10-K Annual Report, hereby ratifying and confirming all that said attorney may or shall lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this ____ day of _________, 2001.

_______________________(SEAL)
Ken C. Johnsen              

JOY GLOBAL INC.

POWER OF ATTORNEY

Annual Report on Form 10-K for the Year Ended October 31, 2001

     WHEREAS, under the provisions of the Securities Exchange Act of 1934, Joy Global Inc., a Delaware corporation (the "Corporation"), will file an Annual Report on Form 10-K for the fiscal year ended October 31, 2001, with the Securities and Exchange Commission; and,

     WHEREAS, the undersigned is a Director of the Corporation;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John Nils Hanson as his attorney, with full power to act for him in his name, place and stead, to sign his name in the aforesaid capacity to such Form 10-K Annual Report, hereby ratifying and confirming all that said attorney may or shall lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this ____ day of _________, 2001.

_______________________(SEAL)
James R. Klauser              

JOY GLOBAL INC.

POWER OF ATTORNEY

Annual Report on Form 10-K for the Year Ended October 31, 2001

     WHEREAS, under the provisions of the Securities Exchange Act of 1934, Joy Global Inc., a Delaware corporation (the "Corporation"), will file an Annual Report on Form 10-K for the fiscal year ended October 31, 2001, with the Securities and Exchange Commission; and,

     WHEREAS, the undersigned is a Director of the Corporation;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John Nils Hanson as his attorney, with full power to act for him in his name, place and stead, to sign his name in the aforesaid capacity to such Form 10-K Annual Report, hereby ratifying and confirming all that said attorney may or shall lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal th0is ____ day of _________, 2001.

_______________________(SEAL)
Richard B. Loynd              

JOY GLOBAL INC.

POWER OF ATTORNEY

Annual Report on Form 10-K for the Year Ended October 31, 2001

     WHEREAS, under the provisions of the Securities Exchange Act of 1934, Joy Global Inc., a Delaware corporation (the "Corporation"), will file an Annual Report on Form 10-K for the fiscal year ended October 31, 2001, with the Securities and Exchange Commission; and,

     WHEREAS, the undersigned is a Director of the Corporation;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John Nils Hanson as his attorney, with full power to act for him in his name, place and stead, to sign his name in the aforesaid capacity to such Form 10-K Annual Report, hereby ratifying and confirming all that said attorney may or shall lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this ____ day of _________, 2001.

_______________________(SEAL)
P. Eric Siegert              

JOY GLOBAL INC.

POWER OF ATTORNEY

Annual Report on Form 10-K for the Year Ended October 31, 2001

     WHEREAS, under the provisions of the Securities Exchange Act of 1934, Joy Global Inc., a Delaware corporation (the "Corporation"), will file an Annual Report on Form 10-K for the fiscal year ended October 31, 2001, with the Securities and Exchange Commission; and,

     WHEREAS, the undersigned is a Director of the Corporation;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints John Nils Hanson as his attorney, with full power to act for him in his name, place and stead, to sign his name in the aforesaid capacity to such Form 10-K Annual Report, hereby ratifying and confirming all that said attorney may or shall lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this ____ day of _________, 2001.

_______________________(SEAL)
James H. Tate              

EX-10

JOY GLOBAL INC. ANNUAL BONUS COMPENSATION PLAN

     (1) Plan Objective. The Joy Global Inc. Bonus Plan is intended to provide annual incentives that are "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code.

     (2) Administration. The Human Resources Committee (the "Committee") administers the Bonus Plan and has the authority to interpret the Bonus Plan and establish rules and procedures for its administration.

     (3) Performance Period. The Performance Period for the Bonus Plan is the corporation's fiscal year or such other period designated by the Committee.

     (4) Participants. Participants include any "covered employee" as defined in Section 162(m) of the Internal Revenue Code who has been selected by the Committee to participate in the Bonus Plan during the Performance Period.

     (5) Incentive Pool. The Incentive Pool equals ten percent of Pre-Tax Income for the Performance Period. Pre-Tax Income is defined as pre-tax income adjusted to eliminate the effects of charges for restructurings, extraordinary items, discontinued operations, and cumulative effect of accounting changes, each as defined by generally accepted accounting principles. In addition, Pre-Tax Income shall exclude depreciation, amortization and other charges on the increase to fair value of inventory, intangible assets, and fixed assets with the implementation of fresh start accounting in connection with the corporation's emergence from reorganization.

     (6) Incentive Pool Allocation. At the beginning of the Performance Period, each participant is assigned a percentage of the Incentive Pool. The total allocation may not exceed 100% and the allocation to any one individual may not exceed 40%.

     (7) Size of Award. The maximum award for a participant is equal to the participant's Incentive Pool Allocation of the Incentive Pool. The Committee may use "negative discretion" to reduce or eliminate a participant's award. Under no circumstances may an Incentive Pool Allocation be increased.

     (8) Written Certification. At the end of the Performance Period, the Committee must certify in writing that the performance requirements have been achieved.

     (9) Payment of Awards. Awards may be paid immediately after Committee certification or deferred and may be paid in the form of cash, Common Stock or a combination of cash and Common Stock, as determined by the Committee.

     (10) Stockholder Approval. Awards are conditioned upon stockholder approval of the material terms of the Bonus Plan.

EX-10

FIRST AMENDMENT TO CREDIT AGREEMENT

     This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is dated as of December 26, 2001 and entered into by and among Joy Global Inc. (formerly known as Harnischfeger Industries, Inc.), a Delaware corporation ("Company"), the financial institutions listed on the signature pages hereof (collectively, the "Lenders"), Bankers Trust Company, as Agent (the "Agent"), Heller Financial, Inc. and Fleet Capital Corporation as Co-Syndication Agents (the "Syndication Agents"), CIT Group/Business Credit as Documentation Agent (the "Documentation Agent" and together with the Agent and the Syndication Agents, the "Agents") and, solely for the purposes of Section 4 hereof, the guarantors listed on the signature pages hereof ("Guarantors") and is made with reference to that certain Credit Agreement dated as of June 29, 2001 (the "Credit Agreement"), by and among Company, Lenders and Agents. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

     WHEREAS, Company, Lenders and Agents deem it advisable to amend the Credit Agreement to reflect certain changes in the business of the Company;

     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. AMENDMENTS TO CREDIT AGREEMENT.

1.1 Amendments to Section 1: Definitions

     (a) Subsection 1.1 of the Credit Agreement is hereby amended by deleting the period at the end of the definition of "Consolidated Interest Expense" and by substituting the following therefor:

     ", but excluding however the amortization of any fees payable in connection with the consummation of the transactions contemplated by the Loan Documents on or about the Closing Date."

     (b) Subsection 1.1 of the Credit Agreement is hereby amended by deleting the definition of "Consolidated Rental Payments" and substituting the following therefor:

     "`Consolidated Rental Payments' means, for any period, the aggregate amount of all rents paid or payable by Borrower and its Subsidiaries on a consolidated basis during that period under all Capital Leases and Operating Leases (other than Third Party Financings) to which Borrower or any of its Subsidiaries is a party as lessee."

     (c) Subsection 1.1 of the Credit Agreement is hereby amended by deleting the definition of "Fiscal Year" and the substituting the following therefor:

     " `Fiscal Year' means the fiscal year of Borrower and its Subsidiaries ending on the Saturday closest to October 31 of each calendar year."

     (d) Subsection 1.1 of the Credit Agreement is hereby amended by adding the following definition, inserted in proper alphabetical order:

     " `Third Party Financings' means a transaction or series of transactions in the ordinary course of business of Borrower or any of its Subsidiaries pursuant to which (i) a Person who is not an Affiliate of Borrower takes title to certain specified items of machinery or equipment in consideration of such Person's payment to Borrower or a Subsidiary of Borrower, in cash, of the fair market value of such machinery or equipment and enters into a lease or similar agreement (the `Equipment Lease') with Borrower or a Subsidiary, (ii) Borrower or such Subsidiary enters into a sub-lease or similar agreement (the "Equipment Sub-Lease") to provide a customer of Borrower or such Subsidiary with the use of or services relating to such items of machinery or equipment and (iii) other than with respect to customary warranty obligations, the Borrower's or such Subsidiary's obligations on the Equipment Lease, including without limitation the obligation to make rental payments or to meet other financial obligations on the Equipment Lease, is contingent on the customer's making such rental payments or meeting such financial obligations under the Equipment Sub-Lease, and the Borrower or such Subsidiary is not otherwise liable for performance under the Equipment Lease if such customer fails to perform its obligations under such Equipment Sub-Lease."

1.2 Amendments to Section 4: Conditions to Loans and Letters of Credit

     Subsection 4.2B of the Credit Agreement is hereby amended by adding at the end thereof a new clause (vi) as follows:

     "and (vi) The sum of Cash constituting collected and available balances in Deposit Accounts and Cash Equivalents of Borrower and its Subsidiaries minus the total amount of any payments reasonably expected to be made within three Business Days does not exceed $50,000,000 or such larger amount as may be approved by Agent."

1.3 Amendments to Section 6: Borrowers Affirmative Covenants

     Subsection 6.10D of the Credit Agreement is hereby amended by deleting the phrase "six (6) months" therefrom and by substituting the phrase "twelve (12) months" therefor.

1.4 Amendments to Section 7: Borrower's Negative Covenants

     (a) Subsection 7.1(x)(B) of the Credit Agreement is hereby amended by adding the phrase "and Barclays Bank plc" immediately after the phrase "provided by National Westminster Bank plc" therein.

     (b) Subsection 7.3(vii) of the Credit Agreement is hereby amended by deleting the term "$4,000,000" in the last line thereof and substituting "$20,000,000" therefor.

     (c) Subsection 7.4(iv) of the Credit Agreement is hereby amended by deleting the phrase "customary indemnification and purchase price adjustment obligations" and substituting therefor the phrase "customary indemnification, purchase price adjustment and other customary contract obligations."

     (d) Subsection 7.6.A of the Credit Agreement is hereby amended by deleting the table contained therein and substituting the following therefor:

	Minimum Interest
Period	Coverage Ratio
"One Fiscal Quarter period ending on the last day of the 4th Fiscal Quarter, Fiscal Year 2001	4.75:1.00
Two Fiscal Quarter period ending on the last day of the 1st Fiscal Quarter, Fiscal Year 2002	3.25:1.00
Three Fiscal Quarter period ending on the last day of the 2nd Fiscal Quarter, Fiscal Year 2002	3.50:1.00
Four Fiscal Quarter period ending on the last day of the 3rd Fiscal Quarter, Fiscal Year 2002	3.50:1.00
Four Fiscal Quarter period ending on the last day of the 4th Fiscal Quarter, Fiscal Year 2002	3.75:1.00
Four Fiscal Quarter period ending on the last day of the 1st Fiscal Quarter, Fiscal Year 2003	4.25:1.00
Four Fiscal Quarter period ending on the last day of the 2nd Fiscal Quarter, Fiscal Year 2003	5.00:1.00
Four Fiscal Quarter period ending on the last day of the 3rd Fiscal Quarter, Fiscal Year 2003	5.00:1.00
Four Fiscal Quarter period ending on the last day of the 4th Fiscal Quarter, Fiscal Year 2003	5.00:1.00
Each four Fiscal Quarter period ending on the last day of each Fiscal Quarter thereafter"	5.00:1.00

     (e) Subsection 7.6.B of the Credit Agreement is hereby amended by deleting the table contained therein and substituting the following therefor:

	Maximum
	Consolidated
Period	Leverage Ratio
"From the Closing Date to the last day of the first Fiscal Quarter of Fiscal Year 2002	3.50:1.00
From the first day of the second Fiscal Quarter to the last day of the second Fiscal Quarter of Fiscal Year 2002	3.25:1.00
From the first day of the third Fiscal Quarter to the last day of the third Fiscal Quarter of Fiscal Year 2002	3.00:1.00
From the first day of the fourth Fiscal Quarter of Fiscal Year 2002 to the Revolving Loan Commitment Termination Date"	2.50:1.00

     (f) Subsection 7.6.C of the Credit Agreement is hereby amended by deleting the table contained therein and substituting the following therefor:

	Minimum
	Consolidated
Period	EBITDA
"One Fiscal Quarter period ending on the last day of the 3rd Fiscal Quarter, Fiscal Year 2001	$25,000,000
Two Fiscal Quarter period ending on the last day of the 4th Fiscal Quarter, Fiscal Year 2001	$65,000,000
Three Fiscal Quarter period ending on the last day of the 1st Fiscal Quarter, Fiscal Year 2002	$80,000,000
Four Fiscal Quarter period ending on the last day of the 2nd Fiscal Quarter, Fiscal Year 2002	$115,000,000
Four Fiscal Quarter period ending on the last day of the 3rd Fiscal Quarter, Fiscal Year 2002	$115,000,000
Four Fiscal Quarter period ending on the last day of the 4th Fiscal Quarter, Fiscal Year 2002	$120,000,000
Four Fiscal Quarter period ending on the last day of the 1st Fiscal Quarter, Fiscal Year 2003	$130,000,000
Each four Fiscal Quarter period ending on the last day of each Fiscal Quarter thereafter"	$130,000,000

     (g) Subsection 7.7(iii) of the Credit Agreement is hereby amended by adding the phrase "and may engage in Third Party Financings" at the end thereof.

     (h) Subsection 7.7 of the Credit Agreement is hereby amended by adding a new clause (vii) at the end thereof as follows:

     "(vii) Borrower and its subsidiaries may make and maintain Investments permitted pursuant to subsection 7.3."

     (i) Subsection 7.9 of the Credit Agreement is hereby amended by deleting "$15,000,000" in the last line thereof and substituting "$25,000,000" therefor.

     (j) Subsection 7.10 of the Credit Agreement is hereby amended by adding at the end thereof the following:

     "and Borrower and its Subsidiaries may become and remain liable as lessee in connection with a Third Party Financing."

     (k) Subsection 7.13 of the Credit Agreement is hereby amended by deleting the phrase "subsections 7.7(iv) and 7.7(vi)" therefrom and by substituting "subsections 7.3 or 7.7" therefor.

     (l) Subsection 7.16 of the Credit Agreement is hereby amended by adding the phrase "the Saturday closest to" immediately before "October 31" as it appears therein.

1.5 Amendments to Exhibits

     (a) Exhibit I (Form of Notice of Borrowing) to the Credit Agreement is hereby deleted in its entirety and replaced by Attachment 1 to this Amendment.

     (b) Exhibit VI (Form of Compliance Certificate) to the Credit Agreement is hereby deleted in its entirety and replaced by Attachment 2 to this Amendment.

Section 2. CONDITIONS TO EFFECTIVENESS

     Section 1 of this Amendment shall become effective as of the date hereof, except that Subsections 1.1(a) and 1.4(i) shall become effective as of the Closing Date, upon the prior or concurrent satisfaction of all of the following conditions precedent (the date of the satisfaction of such conditions being referred to herein as the "First Amendment Effective Date"):

     A. On or before the First Amendment Effective Date, Company shall deliver to Lenders the following, each, unless otherwise noted, dated the First Amendment Effective Date:

     1. Signature and incumbency certificates of the officers executing this Amendment; and

     2. This Amendment executed by each Loan Party.

     B. Requisite Lenders shall have executed this Amendment.

     C. On or before the First Amendment Effective Date, all corporate and other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto not previously found acceptable by Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in form and substance to Agent and such counsel, and Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Agent may reasonably request.

     D. On or before the First Amendment Effective Date, Company shall pay to each Lender consenting to this Amendment on or prior to Noon, Los Angeles time, on January 14, 2002, an amendment fee equal to 0.20% of the sum of such Lender's Revolving Loan Commitments plus such Lender's Tranche B Term Loan Exposure, in each case as in effect on the First Amendment Effective Date.

Section 3. REPRESENTATIONS AND WARRANTIES

     In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete:

     A. Corporate Power and Authority. Each Loan Party has all requisite corporate power and authority to enter into this Amendment, Company has all requisite corporate power and authority to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

     B. Authorization of Agreements. The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of each Loan Party party thereto.

     C. No Conflict. The execution and delivery by each Loan Party of this Amendment and the performance by Company of the Amended Agreement do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to Company or any of its Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding on Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Company or any of its Subsidiaries (other than any Liens created under any of the Loan Documents in favor of Administrative Agent on behalf of Lenders), or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of Company or any of its Subsidiaries.

     D. Governmental Consents. The execution and delivery by each Loan Party of this Amendment and the performance by Company of the Amended Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body.

     E. Binding Obligation. This Amendment has been duly executed and delivered by each Loan Party, the Amended Agreement has been duly executed and delivered by Company and each of this Amendment and the Amended Agreement are the legally valid and binding obligations of each Loan Party party thereto, enforceable against such Loan Party in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability.

     F. Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties contained in Section 5 of the Credit Agreement are incorporated herein by this reference and are and will be true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

     G. Absence of Default. After giving effect to this Amendment, no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default.

Section 4. ACKNOWLEDGEMENT AND CONSENT

     Each of Company and each Guarantor is a party to certain Collateral Documents and in the case of the Guarantors the Guaranties, in each case as amended through the First Amendment Effective Date. Company and Guarantors are collectively referred to herein as the "Credit Support Parties," and such Collateral Documents and Guaranties are collectively referred to herein as the "Credit Support Documents."

     Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all "Obligations," "Guarantied Obligations" and "Secured Obligations," as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations," "Guarantied Obligations" or "Secured Obligations," as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein.

     Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or by which it is otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

     Each Credit Support Party (other than Company) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Section 5. MISCELLANEOUS

     A. Reference to and Effect on the Credit Agreement and the Other Loan Documents.

     (i) On and after the First Amendment Effective Date, each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement," "thereunder," "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement.

     (ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

     (iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Credit Agreement or any of the other Loan Documents.

     B. Fees and Expenses. All costs, fees and expenses as described in subsection 10.2 of the Credit Agreement with respect to this Amendment shall be for the account of Company.

     C. Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

     D. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

     E. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

[Remainder of page intentionally left blank]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

COMPANY:

JOY GLOBAL INC., a Delaware corporation

By:______________________________

Title:___________________________

GUARANTORS:

AMERICAN ALLOY CORPORATION BENEFIT, INC.

HARNISCHFEGER CORPORATION

JOY TECHNOLOGIES, INC.

THE HORSBURGH & SCOTT CO.

HARNISCHFEGER WORLD SERVICES CORPORATION

RCHH, INC.

SOUTH SHORE CORPORATION

SOUTH SHORE DEVELOPMENT, LLC

By:______________________________

Title:___________________________

HARNISCHFEGER TECHNOLOGIES, INC.

HCHC UK HOLDINGS, INC.

HCHC, INC.

JOY MM DELAWARE, INC.

JTI UK HOLDINGS, INC.

DOBSON PARK INDUSTRIES, INC.

HIHC, INC.

By:______________________________

Title:___________________________

LENDERS:

BANKERS TRUST COMPANY, individually and as Agent

By:______________________________

Title:___________________________

EX-10

     PERFORMANCE UNIT AGREEMENT

     THIS AGREEMENT, entered into as of August 27, 2001 (the "Agreement Date"), by and between __________________ (the "Participant") and Joy Global Inc. (the "Company");

     WITNESSETH THAT:

     WHEREAS, the Company maintains the Joy Global Inc. 2001 Stock Incentive Plan (the "Plan"), which is incorporated into and forms a part of this Agreement. Terms used in this Agreement that are defined in the Plan and not otherwise defined in this Agreement have the meanings given them in the Plan. The Participant has been selected by the Committee to receive an award of Performance Units under the Plan;

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:

1.	Terms of Award. The following terms used in this Agreement shall have the following meanings:
	a. The "Target Number of Performance Units" is _________.
	b. The "Performance Units Earned" shall be the number of Performance Units earned by the Participant determined in accordance with the provisions of Exhibit 1, which is attached to and forms a part of this Agreement.
	c. The "Award Cycle" is the period beginning on August 1, 2001 and ending on October 31, 2004.
2.	Award. Subject to the terms of this Agreement and the Plan, the Participant is hereby granted the Target Number of Performance Units set forth in paragraph 1. The award shall be a Qualified Performance-Based Award.
3.	Payment of Awards. The Company shall distribute to the Participant one share of Common Stock (or cash equal to the Fair Market Value of one share of Common Stock) for each Performance Unit Earned. Subject to paragraph 7, Performance Units Earned shall be paid solely in shares of Common Stock, solely in cash based on the Fair Market Value of the Common Stock, or in a combination of the two, as determined by the Committee in its sole discretion, except that cash shall be distributed in lieu of any fractional share of Common Stock.
4.	Time of Payment. Except as otherwise provided in this Agreement, payment of Performance Units Earned in accordance with the provisions of paragraph 3 will be distributed as soon as practicable after the end of the Award Cycle.
5.	Retirement, Disability, Death, or Involuntary Termination of Employment Without Cause During Award Cycle. If the Participant experiences a Termination of Employment during the Award Cycle because of the Participant's Retirement, Disability, death, or involuntary termination of employment without Cause, the Participant shall be entitled to a portion of the Performance Units Earned in accordance with Exhibit 1, determined at the end of the Award Cycle. Such portion shall equal the number of Performance Units Earned that would have been earned by the Participant had the Participant remained employed through the end of the Award Cycle, multiplied by the quotient equal to the number of full months the Participant was employed during the Award Cycle, divided by to the total number of months in the Award Cycle.
6.	Other Termination of Employment During Award Cycle. If the Participant experiences a Termination of Employment during the Award Cycle for any reason other than the Participant's Retirement, Disability, death, or involuntary termination of employment without Cause, the award granted under this Agreement will be forfeited on the date of such Termination of Employment; provided, however, that in such circumstances the Committee, in it discretion, may determine that the Participant will be entitled to receive a pro rata or other portion of the Performance Units Earned.
7.	Change in Control. If a Change in Control occurs during the Award Cycle, and the Participant's has not experienced a Termination of Employment before the Change in Control, the Participant shall be entitled to the greater of (i) the Performance Units Earned that would have been earned by the Participant had the Participant remained employed through the end of the Award Cycle in accordance with Exhibit 1 if the Performance Goal set forth in Exhibit 1 had been achieved, multiplied by the quotient equal to the number of full months the Participant was employed during the Award Cycle through the date of the Change in Control, divided by the total number of months in the Award Cycle, or (ii) the Performance Units Earned as of the date of the Change of Control. Notwithstanding the provisions of paragraph 3, the value of Performance Units Earned in accordance with the foregoing provisions of this paragraph 7 shall be distributed to the Participant in a lump sum cash payment as soon as practicable after the occurrence of a Change in Control, with the value of a Performance Unit equal to the Change in Control Price. Distributions to the Participant under paragraph 3 shall not be affected by payments under this paragraph 7, except that before payments are made under paragraph 3, and after all computations required under paragraph 3 have been made, the number of Performance Units Earned by the Participant shall be reduced by the number of Performance Units Earned with respect to which payment was made to the Participant under this paragraph 7. The Participant shall not be required to repay any amounts to the Company on account of any distribution made under this paragraph 7 for any reason, including failure to achieve the Performance Goal.
8.	Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company's assets and business. Subject to the terms of the Plan, any benefits distributable to the Participant under this Agreement that are not paid at the time of the Participant's death shall be paid at the time and in the form determined in accordance with the provisions of this Agreement and the Plan to the beneficiary designated by the Participant in writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, of if the designed beneficiary of the deceased Participant dies before the Participant or before complete payment of the amounts distributable under this Agreement, the amounts to be paid under this Agreement shall be paid to the legal representative of representatives of the estate of the last to die of the Participant and the beneficiary.
9.	Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with the respect to this Agreement as it has with respect to the Plan. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding.
10.	Plan Terms. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company.
11.	Amendment. This Agreement may be amended by written Agreement of the Participant and the Company, without the consent of any other person.
12.	Confidential Information; Noncompetition; Nonsolicitation.
	a. Participant shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its Affiliates and their respective businesses that Participant obtains during Participant's employment by the Company or any of its Affiliates and that is not public knowledge (other than as a result of the Participant's violation of this Paragraph 12(a)) ("Confidential Information"). Participant shall not communicate, divulge or disseminate Confidential Information at any time during or after Participant's employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company's possession or premises or made use of other than in pursuit of the Company's business or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Participant shall deliver to the Company, without further demands, all such items and any copies thereof which are then in his or her possession or under his or her control.
	b. For a two year period beginning on the Termination of Employment date, Participant will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with any of the companies set forth on Exhibit 2 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 2 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, Participant may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market.
	c. For a two year period beginning on the Termination of Employment date, Participant will not, directly or indirectly, solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the Participant) employed by the Company or any of its Affiliates, nor will Participant, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates any person known by Participant (after reasonable inquiry) to be employed at the time by the Company or any of its Affiliates.
	d. In the event of a breach of Participant's covenants under this Paragraph 12, it is understood and agreed that the Company shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Participant acknowledges and agrees that the covenants, obligations and agreements of the Participant in Paragraph 12(a), (b) and (c) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Participant agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Participant from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company may have. The Company and Participant hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, in respect of the injunctive remedies set forth in this Paragraph 12(d) and the interpretation and enforcement of Paragraphs 12(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 12(d), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 12(d).
	12. Adjustments. In the event of any change in corporate capitalization or a corporate transaction, as described in Section 3 of the Plan, the Committee or the Board may make equitable adjustments in the number of Performance Units subject to the award.

IN WITNESS WHEROF, the Participant has executed this Agreement, and the Company has caused these presents to be executed in its name and on its behalf, all as of the Agreement Date.

EX-10

     STOCK OPTION AGREEMENT

     THIS AGREEMENT, dated as of the 16th day of July, 2001, between Joy Global, Inc., a Delaware corporation (the "Company"), and __________ (the "Employee").

     W I T N E S S E T H

     In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

     1. Grant of Stock Option.

     Subject to the provisions of this Agreement and to the provisions of the Joy Global Inc. 2001 Stock Incentive Plan (the "Plan"), the Company hereby grants to the Employee as of July 16, 2001 (the "Grant Date") the right and option (the "Stock Option") to purchase __________shares of common stock of the Company, par value $1.00 per share ("Common Stock"), at the exercise price of $13.76 per share. The Stock Option shall be a NonQualified Stock Option. Unless earlier terminated pursuant to the terms of this Agreement, the Stock Option shall expire on the tenth anniversary of the date hereof. Capitalized terms not defined herein shall have the meaning set forth in the Plan.

     2. Exercisability of the Stock Option.

     The Stock Option shall become vested and exercisable with respect to one-third of the shares covered thereby (rounded up to the next whole share) on the first anniversary of the Grant Date, an additional one-third of such shares (rounded up to the next whole share) on the second anniversary of the Grant Date, and the remaining such shares on the third anniversary of the Grant Date, subject in each case to the prior termination of the Stock Option. Notwithstanding the foregoing, the Stock Option, to the extent outstanding, shall become immediately vested and fully exercisable upon (a) a Change in Control or (b) a Termination of Employment due to death, Disability, or Retirement. For purposes of this Agreement, Change in Control shall have the meaning set forth in the Plan; provided, however, that the percentage threshold of Section 10(b)(i) of the Plan shall be fixed as of the first amendment to such section of the Plan that is adopted after the Grant Date, and the Employee hereby waives any right to claim that such future amendment impairs the Employee's rights under this Agreement in violation of Section 11 of the Plan. Upon the effective date of the Employee's Termination of Employment for any reason, the portion of the Stock Option that is not vested as of such date, in accordance with the foregoing provisions of this Paragraph 2, shall cease vesting and terminate immediately.

     3. Method of Exercise of the Stock Option.

     (a) The portion of the Stock Option as to which the Employee is vested shall be exercisable by delivery to the Secretary of the Company of a written notice stating the number of whole shares to be purchased pursuant to this Agreement and the date on which the Employee wants to exercise the Stock Option and accompanied by payment of the full purchase price of the shares of Common Stock to be purchased.

(b) The exercise price of the Stock Option shall be paid in cash, by wire transfer, or by certified check or bank draft payable to the order of the Company, by exchange of shares of unrestricted Common Stock of the Company already owned by the Employee (that have been purchased on the open market by the Employee or held for six months prior to exercise) and having an aggregate Fair Market Value equal to the aggregate purchase price, or by any other procedure approved by the Committee, or by a combination of the foregoing.

     4. Terminations of Employment.

     (a) If the Employee incurs a Termination of Employment due to Disability, the Stock Option may be exercised by the Employee at any time prior to the first to occur of (i) one year after the date of termination of employment or (ii) the expiration date of the Stock Option, and shall thereafter expire.

     (b) If the Employee incurs a Termination of Employment due to death, the Stock Option may be exercised by the Employee's estate or by a person who acquired the right to exercise such Stock Option by bequest or inheritance or otherwise by reason of the death of the Employee at any time prior to the first to occur of (i) one year after the date of termination of employment or (ii) the expiration date of the Stock Option, and shall thereafter expire.

     (c) If the Employee incurs a Termination of Employment due to Retirement, the Stock Option may be exercised at any time prior to the first to occur of (i) three years after such termination of employment or (ii) the expiration date of the Stock Option, and shall thereafter expire.

     (d) If the Employee incurs a Termination of Employment terminate due to a termination of employment by the Company without Cause, the portion of the Stock Option, if any, which is exercisable at the time of such termination of employment may be exercised at any time prior to the first to occur of (i) 90 days after such termination of employment or (ii) the expiration date of the Stock Option, and shall thereafter expire. Any portion of the Stock Option which is not exercisable at the time of such termination of employment shall expire as of such termination of employment.

     (e) If the Employee incurs a Termination of Employment terminate due to a voluntary termination of employment by the Employee, the portion of the Stock Option, if any, which is exercisable at the time of such termination of employment may be exercised at any time prior to the first to occur of (i) 30 days after such termination of employment or (ii) the expiration date of the Stock Option, and shall thereafter expire. Any portion of the Stock Option which is not exercisable at the time of such termination of employment shall expire as of such termination of employment.

     (f) If the Employee incurs a Termination of Employement terminate due to a termination of employment by the Company for Cause, the entire Stock Option shall immediately expire as of such termination of employment.

     5. Nontransferability of the Stock Option.

     The Stock Option is non-transferable by the Employee other than (a) by will or the laws of descent and distribution or (b) pursuant to a qualified domestic relations order. The Stock Option may be exercised, during the lifetime of the Employee, only by the Employee or by the Employee's guardian or legal representative or any transferee described above.

     6. Rights as a Stockholder.

     The Employee or a transferee of the Stock Option shall have no rights as a stockholder with respect to any shares covered by such Stock Option until the Employee or transferee has given written notice of exercise, has paid in full for such shares and, if requested by the Company, has given the representation described in Section 13(a) of the Plan. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distribution of other rights for which the record date is prior to the date the events set forth above in this Section 6 have occurred.

     7. Adjustment in the Event of Change in Stock.

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

     8. Payment of Transfer Taxes, Fees and Other Expenses.

     The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares acquired pursuant to exercise of the Stock Option, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

     9. Other Restrictions.

     The exercise of the Stock Option and the delivery of share certificates upon such exercise shall be subject to the requirement that, if at any time the Committee shall determine that (a) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securities exchange or under any state or federal law or (b) the consent or approval of any government regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

     10. Taxes and Withholdings.

     No later than the date of exercise of the Stock Option granted hereunder, the Employee shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of such Stock Option and the Company shall, to the extent permitted or required by law, have the right to deduct from any payment of any kind otherwise due to the Employee, federal, state and local taxes of any kind required by law to be withheld upon the exercise of such Stock Option.

     11. Notices.

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

     If to the Employee:

          If to the Company:

          Joy Global Inc

          100 East Wisconsin Avenue

          Suite 2780

          Milwaukee, WI 53202

          Attention: Corporate Secretary

     or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with this Paragraph 11. Notice and communications shall be effective when actually received by the addressee.

     12. Effect of Agreement.

     Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any transferee or successor of the Employee pursuant to Paragraph 5.

     13. Laws Applicable to Construction.

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

     14. Severability.

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

     15. Conflicts and Interpretation.

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

     16. Headings.

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

     17. Amendment.

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

     18. Counterparts.

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

     IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Employee has hereunto set the Employee's hand.

JOY GLOBAL INC.

By____________________

EX-10

JOY GLOBAL, INC.
2001 STOCK INCENTIVE PLAN

SECTION 1. Purpose; Definitions

     The purpose of the Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, and/or directors and to provide the Company and its Subsidiaries and Affiliates with a stock plan providing incentives directly linked to the profitability of the Company's businesses and increases in Company shareholder value.

     For purposes of the Plan, the following terms are defined as set forth below:

a. "Affiliate" means a corporation or other entity controlled by, controlling or under common control with the Company.

b. "Award" means a Stock Option, Stock Appreciation Right, Performance Unit, or other stock-based award.

c. "Award Cycle" means a period of consecutive fiscal years or portions thereof designated by the Committee over which Performance Units are to be earned.

d. "Board" means the Board of Directors of the Company.

e. "Cause" means, unless otherwise provided by the Committee, (1) "Cause" as defined in any Individual Agreement to which the participant is a party, or (2) if there is no such Individual Agreement or if it does not define Cause: (A) conviction of the participant for committing a felony under federal law or the law of the state in which such action occurred, (B) dishonesty in the course of fulfilling the participant's employment duties, (C) willful and deliberate failure on the part of the participant to perform his or her employment duties in any material respect, or (D) prior to a Change in Control, such other events as shall be determined by the Committee. The Committee shall, unless otherwise provided in an Individual Agreement with the participant, have the sole discretion to determine whether "Cause" exists, and its determination shall be final.

f. "Change in Control" and "Change in Control Price" have the meanings set forth in Sections 10(b) and (c), respectively.

g. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

h. "Commission" means the Securities and Exchange Commission or any successor agency.

i. "Committee" means the Committee referred to in Section 2.

j. "Common Stock" means common stock, par value $1.00 per share, of the Company.

k. "Company" means Joy Global Inc., a Delaware corporation.

l. "Covered Employee" means a participant designated prior to the grant of Performance Units by the Committee who is or may be a "covered employee" within the meaning of Section 162(m)(3) of the Code in the year in which Performance Units are expected to be taxable to such participant.

m. "Disability" means, unless otherwise provided by the Committee, (1) "Disability" as defined in any Individual Agreement to which the participant is a party, or (2) if there is no such Individual Agreement or it does not define "Disability," permanent and total disability as determined under the Company's Long-Term Disability Plan applicable to the participant.

n. "Early Retirement" means retirement from active employment with the Company, a Subsidiary or Affiliate pursuant to the early retirement provisions of the applicable pension plan of such employer.

o. " Eligible Individuals" means directors, officers, and employees of the Company or any of its Subsidiaries or Affiliates, and prospective employees who have accepted offers of employment from the Company or its Subsidiaries or Affiliates, who are or will be responsible for or contribute to the management, growth or profitability of the business of the Company, or its Subsidiaries or Affiliates.

p. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

q. "Fair Market Value" means, except as otherwise provided by the Committee, as of any given date, the average of the highest and lowest per-share sales prices for the shares during normal business hours on any national exchange listing the Company's Common Stock or on Nasdaq for the immediately preceding date, or if the shares were not traded on such national exchange on such date, then on the next preceding date on which such shares of Common Stock were traded, all as reported by such source as the Committee may select.

r. "Incentive Stock Option" means any Stock Option designated as, and qualified as, an "incentive stock option" within the meaning of Section 422 of the Code.

s. "Individual Agreement" means an employment or similar agreement between a participant and the Company or one of its Subsidiaries or Affiliates.

t. "NonQualified Stock Option" means any Stock Option that is not an Incentive Stock Option.

u. "Normal Retirement" means retirement from active employment with the Company, a Subsidiary or Affiliate at or after age 65.

v. "Qualified Performance-Based Award" means an Award of Performance Units designated as such by the Committee at the time of grant, based upon a determination that (i) the recipient is or may be a "covered employee" within the meaning of Section 162(m)(3) of the Code in the year in which the Company would expect to be able to claim a tax deduction with respect to such Performance Units and (ii) the Committee wishes such Award to qualify for the Section 162(m) Exemption.

w. "Performance Goals" means the performance goals established by the Committee in connection with the grant of Performance Units. In the case of Qualified Performance-Based Awards, (i) such goals shall be based on the attainment of specified levels of one or more of the following measures: earnings per share, sales, net profit after tax, gross profit, operating profit, cash generation, unit volume, return on equity, change in working capital, return on capital, shareholder return, economic value added, or earnings before interest, taxes, depreciation and amortization, and (ii) such Performance Goals shall be set by the Committee within the time period prescribed by Section 162(m) of the Code and related regulations.

x. "Performance Units" means an Award granted under Section 7.

y. "Plan" means the Joy Global Inc. 2001 Stock Incentive Plan, as set forth herein and as hereinafter amended from time to time.

z. "Retirement" means Normal or Early Retirement.

aa. "Rule 16b-3" means Rule 16b-3, as promulgated by the Commission under Section 16(b) of the Exchange Act, as amended from time to time.

bb. "Section 162(m) Exemption" means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

cc. "Stock Appreciation Right" means an Award granted under Section 6.

dd. "Stock Option" means an Award granted under Section 5.

ee. "Subsidiary" means any corporation, partnership, joint venture or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.

ff. "Termination of Employment" means the termination of the participant's employment with, or performance of services for, the Company and any of its Subsidiaries or Affiliates. A participant employed by, or performing services for, a Subsidiary or an Affiliate shall also be deemed to incur a Termination of Employment if the Subsidiary or Affiliate ceases to be such a Subsidiary or an Affiliate, as the case may be, and the participant does not immediately thereafter become an employee of, or service-provider for, the Company or another Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Employment.

     In addition, certain other terms used herein have definitions given to them in the first place in which they are used.

SECTION 2. Administration

     The Plan shall be administered by the Human Resource Committee or such other committee of the Board as the Board may from time to time designate (the "Committee"), which shall be composed of not less than three directors, and shall be appointed by and serve at the pleasure of the Board.

     The Committee shall have plenary authority to grant Awards pursuant to the terms of the Plan to Eligible Individuals.

     Among other things, the Committee shall have the authority, subject to the terms of the Plan:

(a) To select the Eligible Individuals to whom Awards may from time to time be granted;

(b) To determine whether and to what extent Incentive Stock Options, NonQualified Stock Options, Stock Appreciation Rights, and Performance Units or any combination thereof are to be granted hereunder;

(c) To determine the number of shares of Common Stock to be covered by each Award granted hereunder;

(d) To determine the terms and conditions of any Award granted hereunder (including, but not limited to, the option price (subject to Section 5(a)), any vesting condition, restriction or limitation (which may be related to the performance of the participant, the Company or any Subsidiary or Affiliate) and any vesting acceleration regarding any Award and the shares of Common Stock relating thereto, based on such factors as the Committee shall determine;

(e) To modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including but not limited to Performance Goals; provided, however, that the Committee may not adjust upwards the amount payable with respect to a Qualified Performance-Based Award or waive or alter the Performance Goals associated therewith;

(f) To determine to what extent and under what circumstances Common Stock and other amounts payable with respect to an Award shall be deferred; and

(g) To determine under what circumstances an Award may be settled in cash or Common Stock under Sections 5(j) and 6(b)(ii).

     The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto) and to otherwise supervise the administration of the Plan.

     The Committee may act only by a majority of its members then in office. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may delegate administrative responsibilities with respect to the Plan. Any determination made by the Committee with respect to any Award shall be made in the sole discretion of the Committee at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Plan participants.

     Any authority granted to the Committee may also be exercised by the full Board, except to the extent that the grant or exercise of such authority would cause any Award or transaction to become subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16 of the Exchange Act or cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

SECTION 3. Common Stock Subject to Plan

     The maximum number of shares of Common Stock that may be delivered to participants and their beneficiaries under the Plan shall be 5,556,000. No participant may be granted Stock Options and Stock Appreciation Rights covering in excess of 1,000,000 shares of Common Stock in any fiscal year of the Company. Shares subject to an Award under the Plan may be authorized and unissued shares or may be treasury shares.

     If any Award is forfeited, or if any Stock Option (and related Stock Appreciation Right, if any) terminates, expires or lapses without being exercised, or if any Stock Appreciation Right is exercised for cash, shares of Common Stock subject to such Awards shall again be available for distribution in connection with Awards under the Plan. If the option price of any Stock Option granted under the Plan is satisfied by delivering shares of Common Stock to the Company (by either actual delivery or by attestation), only the number of shares of Common Stock issued net of the shares of Common Stock delivered or attested to shall be deemed delivered for purposes of determining the maximum numbers of shares of Common Stock available for delivery under the Plan. To the extent any shares of Common Stock subject to an Award are not delivered to a participant because such shares are used to satisfy an applicable tax-withholding obligation, such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Common Stock available for delivery under the Plan. The maximum number of shares of Common Stock that may be issued pursuant to Stock Options intended to be Incentive Stock Options shall be 20% of the shares issuable under the Plan.

     In the event of any change in corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Company, the Committee or Board may make such substitution or adjustments in the aggregate number and kind of shares reserved for issuance under the Plan, and the maximum limitation upon Stock Options and Stock Appreciation Rights to be granted to any participant, in the number, kind and option price of shares subject to outstanding Stock Options and Stock Appreciation Rights, in the number and kind of shares subject to other outstanding Awards granted under the Plan and/or such other equitable substitution or adjustments as it may determine to be appropriate in its sole discretion; provided, however, that the number of shares subject to any Award shall always be a whole number. Such adjusted option price shall also be used to determine the amount payable by the Company upon the exercise of any Stock Appreciation Right associated with any Stock Option.

SECTION 4. Eligibility

     Awards may be granted under the Plan to Eligible Individuals.

SECTION 5. Stock Options

     Stock Options may be granted alone or in addition to other Awards granted under the Plan and may be of two types: Incentive Stock Options and NonQualified Stock Options. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve.

     The Committee shall have the authority to grant any optionee Incentive Stock Options, NonQualified Stock Options or both types of Stock Options (in each case with or without Stock Appreciation Rights); provided, however, that grants hereunder are subject to the aggregate limit on grants to individual participants set forth in Section 3. Incentive Stock Options may be granted only to employees of the Company and its subsidiaries or parent corporation (within the meaning of Section 424(f) of the Code). To the extent that any Stock Option is not designated as an Incentive Stock Option or even if so designated does not qualify as an Incentive Stock Option on or subsequent to its grant date, it shall constitute a NonQualified Stock Option.

     Stock Options shall be evidenced by option agreements, the terms and provisions of which may differ. An option agreement shall indicate on its face whether it is intended to be an agreement for an Incentive Stock Option or a NonQualified Stock Option. The grant of a Stock Option shall occur on the date the Committee by resolution selects an Eligible Individual to receive a grant of a Stock Option, determines the number of shares of Common Stock to be subject to such Stock Option to be granted to such Eligible Individual and specifies the terms and provisions of the Stock Option. The Company shall notify an Eligible Individual of any grant of a Stock Option, and a written option agreement or agreements shall be duly executed and delivered by the Company to the participant. Such agreement or agreements shall become effective upon execution by the Company and the participant.

     Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions as the Committee shall deem desirable:

(a) Option Price. The option price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee and set forth in the option agreement, and with respect to Incentive Stock Options, shall not be less than the Fair Market Value of the Common Stock subject to the Stock Option on the date of grant, other than with respect to a Stock Option granted in lieu of foregone compensation.

(b) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Incentive Stock Option shall be exercisable more than 10 years after the date the Stock Option is granted.

(c) Exercisability. Except as otherwise provided herein, Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee provides that any Stock Option is exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine. In addition, the Committee may at any time accelerate the exercisability of any Stock Option.

(d) Method of Exercise. Subject to the provisions of this Section 5, Stock Options may be exercised, in whole or in part, at any time during the option term by giving written notice of exercise to the Company specifying the number of shares of Common Stock subject to the Stock Option to be purchased.

     Such notice shall be accompanied by payment in full of the purchase price by certified or bank check or such other instrument as the Company may accept. If approved by the Committee, payment, in full or in part, may also be made in the form of unrestricted Common Stock (by delivery of such shares or by attestation) already owned by the optionee of the same class as the Common Stock subject to the Stock Option (based on the Fair Market Value of the Common Stock on the date the Stock Option is exercised); provided, however, that, in the case of an Incentive Stock Option, the right to make a payment in the form of already owned shares of Common Stock of the same class as the Common Stock subject to the Stock Option may be authorized only at the time the Stock Option is granted and provided, further, that such already owned shares have been held by the optionee for at least six months at the time of exercise or had been purchased on the open market.

     If approved by the Committee, payment in full or in part may also be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the purchase price, and, if requested, by the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms.

     In addition, if approved by the Committee, payment in full or in part may also be made by instructing the Committee to withhold a number of such shares having a Fair Market Value on the date of exercise equal to the aggregate exercise price of such Stock Option. The Committee may also provide for Company loans to be made for purposes of the exercise of Stock Options.

     No shares of Common Stock shall be issued until full payment therefor has been made. Except as otherwise provided in Section 5(l) below, an optionee shall have all of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to such Stock Option (including, if applicable, the right to vote the shares and the right to receive dividends), when the optionee has given written notice of exercise, has paid in full for such shares and, if requested, has given the representation described in Section 13(a).

     If determined by the Committee at or, with respect to a NonQualified Stock Option, subsequent to the date of grant of a Stock Option, in the event an optionee who has not incurred a Termination of Employment pays the option price of such Stock Option (in whole or in part) by delivering (or attesting to ownership of) shares of Common Stock previously owned by the optionee, such optionee shall automatically be granted a reload Stock Option (a "Reload Option") for the number of shares of Common Stock used to pay the option price. Unless otherwise determined by the Committee, the Reload Option shall be subject to the same terms and conditions as the Option, except that the Reload Option shall be a NonQualified Stock Option, have an option price equal to the Fair Market Value of the Common Stock on the date the Reload Option is granted, expire the same date as the expiration date of the Option so exercised, and shall vest and become exercisable six months following the date of grant of such Reload Option. Reload Options shall not be treated as grants for purposes of the limitations set forth in the second sentence of Section 3 of the Plan.

(e) Nontransferability of Stock Options. No Stock Option shall be transferable by the optionee other than (i) by will or by the laws of descent and distribution; or (ii) in the case of a NonQualified Stock Option, as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to such optionee's children or family member, whether directly or indirectly or by means of a trust or partnership or otherwise. For purposes of this Plan, unless otherwise determined by the Committee, "family member" shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933 as amended, and any successor thereto. All Stock Options shall be exercisable, subject to the terms of this Plan, only by the optionee, the guardian or legal representative of the optionee, or any person to whom such option is transferred pursuant to this paragraph, it being understood that the term "holder" and "optionee" include such guardian, legal representative and other transferee.

(f) Termination by Death. Unless otherwise determined by the Committee, if an optionee incurs a Termination of Employment by reason of death, any Stock Option held by such optionee may thereafter be exercised, to the extent then exercisable, or on such accelerated basis as the Committee may determine, for a period of one year (or such other period as the Committee may specify in the option agreement) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

(g) Termination by Reason of Disability. Unless otherwise determined by the Committee, if an optionee incurs a Termination of Employment by reason of Disability, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of such Termination of Employment, or on such accelerated basis as the Committee may determine, for a period of two years (or such other period as the Committee may specify in the option agreement) from the date of such Termination of Employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter; provided, however, that if the optionee dies within such period, any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. In the event of Termination of Employment by reason of Disability, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a NonQualified Stock Option.

(h) Termination by Reason of Retirement. Unless otherwise determined by the Committee, if an optionee incurs a Termination of Employment by reason of Retirement, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of such Retirement, or on such accelerated basis as the Committee may determine, for a period of two years (or such other period as the Committee may specify in the option agreement) from the date of such Termination of Employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter; provided, however, that if the optionee dies within such period any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. In the event of Termination of Employment by reason of Retirement, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a NonQualified Stock Option.

(i) Other Termination. Unless otherwise determined by the Committee: (A) if an optionee incurs a Termination of Employment for Cause, all Stock Options held by such optionee shall thereupon terminate; and (B) if an optionee incurs a Termination of Employment for any reason other than death, Disability, Retirement or for Cause, any Stock Option held by such optionee, to extent it was then exercisable at the time of termination, or on such accelerated basis as the Committee may determine, may be exercised for the lesser of three months from the date of such Termination of Employment or the balance of such Stock Option's term; provided, however, that if the optionee dies within such three-month period, any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such three-month period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. Notwithstanding any other provision of this Plan to the contrary, in the event an optionee incurs a Termination of Employment other than for Cause during the 24-month period following a Change in Control, any Stock Option held by such optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may determine, for (x) the longer of (i) one year from such date of termination or (ii) such other period as may be provided in the Plan for such Termination of Employment or as the Committee may provide in the option agreement, or (y) until expiration of the stated term of such Stock Option, whichever period is the shorter. If an Incentive Stock Option is exercised after the expiration of the post-termination exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a NonQualified Stock Option.

(j) Cashing Out of Stock Option. On receipt of written notice of exercise, the Committee may elect to cash out all or part of the portion of the shares of Common Stock for which a Stock Option is being exercised by paying the optionee an amount, in cash or Common Stock, equal to the excess of the Fair Market Value of the Common Stock over the option price times the number of shares of Common Stock for which the Stock Option is being exercised on the effective date of such cash-out.

(k) Change in Control Cash-Out. Notwithstanding any other provision of the Plan, during the 60-day period from and after a Change in Control (the "Exercise Period"), if the Committee shall determine at the time of grant or thereafter, an optionee shall have the right, whether or not the Stock Option is fully exercisable and in lieu of the payment of the option price for the shares of Common Stock being purchased under the Stock Option and by giving notice to the Company, to elect (within the Exercise Period) to surrender all or part of the Stock Option to the Company and to receive cash, within 30 days of such election, in an amount equal to the amount by which the Change in Control Price per share of Common Stock on the date of such election shall exceed the exercise price per share of Common Stock under the Stock Option (the "Spread") multiplied by the number of shares of Common Stock granted under the Stock Option as to which the right granted under this Section 5(k) shall have been exercised. Notwithstanding the foregoing, if any right granted pursuant to this Section 5(k) would make a Change in Control transaction ineligible for pooling-of-interest accounting that but for the nature of such grant would otherwise be eligible for such accounting treatment, the Committee shall have the ability to substitute for the cash payable pursuant to such right Common Stock with a Fair Market Value (as of the date of delivery of such stock) equal to the cash that would otherwise be payable hereunder or, if necessary to preserve such accounting treatment, otherwise modify or eliminate such right.

(l) Deferral of Option Shares. The Committee may from time to time establish procedures pursuant to which an optionee may elect to defer, until a time or times later than the exercise of an Option, receipt of all or a portion of the shares of Common Stock subject to such Option and/or to receive cash at such later time or times in lieu of such deferred shares, all on such terms and conditions as the Committee shall determine. If any such deferrals are permitted, then notwithstanding Section 5(d) above, an optionee who elects such deferral shall not have any rights as a stockholder with respect to such deferred shares unless and until shares are actually delivered to the optionee with respect thereto, except to the extent otherwise determined by the Committee.

SECTION 6. Stock Appreciation Rights

(a) Grant and Exercise. Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option granted under the Plan. In the case of a NonQualified Stock Option, such rights may be granted either at or after the time of grant of such Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of grant of such Stock Option. A Stock Appreciation Right shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option.

     A Stock Appreciation Right may be exercised by an optionee in accordance with Section 6(b) by surrendering the applicable portion of the related Stock Option in accordance with procedures established by the Committee. Upon such exercise and surrender, the optionee shall be entitled to receive an amount determined in the manner prescribed in Section 6(b). Stock Options which have been so surrendered shall no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised.

(b) Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined by the Committee, including the following:

     (i) Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Stock Options to which they relate are exercisable in accordance with the provisions of Section 5 and this Section 6.

     (ii) Upon the exercise of a Stock Appreciation Right, an optionee shall be entitled to receive an amount in cash, shares of Common Stock or both, in value equal to the excess of the Fair Market Value of one share of Common Stock over the option price per share specified in the related Stock Option multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment.

     (iii) Stock Appreciation Rights shall be transferable only to permitted transferees of the underlying Stock Option in accordance with Section 5(e).

     (iv) Upon the exercise of a Stock Appreciation Right, the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Section 3 on the number of shares of Common Stock to be issued under the Plan, but only to the extent of the number of shares covered by the Stock Appreciation Right at the time of exercise based on the value of the Stock Appreciation Right at such time.

SECTION 7. Performance Units

(a) Administration. Performance Units may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the Eligible Individuals to whom and the time or times at which Performance Units shall be awarded, the number of Performance Units to be awarded to any Eligible Individual, the duration of the Award Cycle and any other terms and conditions of the Award, in addition to those contained in Section 7(b).

(b) Terms and Conditions. Performance Unit Awards shall be subject to the following terms and conditions:

     (i) The Committee may, prior to or at the time of the grant, designate Performance Units as Qualified Performance-Based Awards, in which event it shall condition the settlement thereof upon the attainment of Performance Goals. If the Committee does not designate Performance Units as Qualified Performance-Based Awards, it may also condition the settlement thereof upon the attainment of Performance Goals. Regardless of whether Performance Units are Qualified Performance-Based Awards, the Committee may also condition the settlement thereof upon the continued service of the participant. The provisions of such Awards (including without limitation any applicable Performance Goals) need not be the same with respect to each participant. Subject to the provisions of the Plan and the Performance Unit Agreement referred to in Section 7(b)(v), Performance Units may not be sold, assigned, transferred, pledged or otherwise encumbered during the Award Cycle. No more than 200,000 shares of Common Stock may be subject to Qualified Performance-Based Awards granted to any participant in any fiscal year of the Company.

     (ii) Except to the extent otherwise provided in the applicable Performance Unit Agreement or Section 7(b)(iii) or 10(a)(iii), upon a participant's Termination of Employment for any reason during the Award Cycle or before any applicable Performance Goals are satisfied, all rights to receive cash or stock in settlement of the Performance Units shall be forfeited by the participant; provided, however, that the Committee shall have the discretion to waive, in whole or in part, any or all remaining payment limitations (other than, in the case of Performance Units that are Qualified Performance-Based Awards, satisfaction of the applicable Performance Goals unless the participant's employment is terminated by reason of death or Disability) with respect to any or all of such participant's Performance Units.

     (iii) A participant may elect to further defer receipt of cash or shares in settlement of Performance Units for a specified period or until a specified event, subject in each case to the Committee's approval and to such terms as are determined by the Committee (the "Elective Deferral Period"). Subject to any exceptions adopted by the Committee, such election must generally be made prior to commencement of the Award Cycle for the Performance Units in question.

     (iv) At the expiration of the Award Cycle, the Committee shall evaluate the Company's performance in light of any Performance Goals for such Award, and shall determine the number of Performance Units granted to the participant which have been earned, and the Committee shall then cause to be delivered (A) a number of shares of Common Stock equal to the number of Performance Units determined by the Committee to have been earned, or (B) cash equal to the Fair Market Value of such number of shares of Common Stock, as the Committee shall elect (subject to any deferral pursuant to Section 7(b)(iii)).

     (v) Each Award shall be confirmed by, and be subject to, the terms of a Performance Unit Agreement.

SECTION 8. Tax Offset Bonuses

     At the time an Award is made hereunder or at any time thereafter, the Committee may grant to the participant receiving such Award the right to receive a cash payment in an amount specified by the Committee, to be paid at such time or times (if ever) as the Award results in compensation income to the participant, for the purpose of assisting the participant to pay the resulting taxes, all as determined by the Committee and on such other terms and conditions as the Committee shall determine.

SECTION 9. Other Stock-Based Awards

     Other Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are otherwise based upon, Common Stock, including (without limitation) dividend equivalents and convertible debentures, may be granted either alone or in conjunction with other Awards granted under the Plan.

SECTION 10. Change in Control Provisions

(a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, the Committee may provide in the terms of any grant that in the event of a Change in Control:

     (i) Any Stock Options and Stock Appreciation Rights outstanding as of the date such Change in Control is determined to have occurred, and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant.

     (ii) All Performance Units shall be considered to be earned and payable in full, and any deferral or other restriction shall lapse and such Performance Units shall be settled in cash as promptly as is practicable.

     (iii) The Committee may also make additional adjustments and/or settlements of outstanding Awards as it deems appropriate and consistent with the Plan's purposes.

     (b) Definition of Change in Control. For purposes of the Plan, a "Change in Control" shall mean the happening of any of the following events:

     (i) An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more of either (1) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or (4) any acquisition pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section 10(b); or

     (ii) A change in the composition of the Board such that the individuals who, as of the effective date of the Plan, constitute the Board (such Board shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 10(b), that any individual who becomes a member of the Board subsequent to the effective date of the Plan, whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

     (iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company ("Corporate Transaction"); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 40% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

     (iv) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

     (c) Change in Control Price. For purposes of the Plan, "Change in Control Price" means the higher of (i) the highest reported sales price, regular way, of a share of Common Stock in any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which such shares are listed or on Nasdaq during the 60-day period prior to and including the date of a Change in Control or (ii) if the Change in Control is the result of a tender or exchange offer or a Corporate Transaction, the highest price per share of Common Stock paid in such tender or exchange offer or Corporate Transaction; provided, however, that in the case of Incentive Stock Options and Stock Appreciation Rights relating to Incentive Stock Options, the Change in Control Price shall be in all cases the Fair Market Value of the Common Stock on the date such Incentive Stock Option or Stock Appreciation Right is exercised. To the extent that the consideration paid in any such transaction described above consists all or in part of securities or other noncash consideration, the value of such securities or other noncash consideration shall be determined in the sole discretion of the Board.

SECTION 11. Term, Amendment and Termination

     The Plan will terminate on the tenth anniversary of the effective date of the Plan. Under the Plan, Awards outstanding as of such date shall not be affected or impaired by the termination of the Plan.

     The Board may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would impair the rights of an optionee under a Stock Option or a recipient of a Stock Appreciation Right, Performance Unit Award or other stock-based Award theretofore granted without the optionee's or recipient's consent, except such an amendment made to comply with applicable law, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of the Company's stockholders to the extent such approval is required by applicable law or stock exchange rules.

     The Committee may amend the terms of any Stock Option or other Award theretofore granted, prospectively or retroactively, but no such amendment shall cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption or impair the rights of any holder without the holder's consent except such an amendment made to cause the Plan or Award to comply with applicable law, stock exchange rules or accounting rules.

     Subject to the above provisions, the Board shall have authority to amend the Plan to take into account changes in law and tax and accounting rules as well as other developments, and to grant Awards which qualify for beneficial treatment under such rules without stockholder approval.

SECTION 12. Unfunded Status of Plan

     It is presently intended that the Plan constitute an "unfunded" plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided, however, that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the "unfunded" status of the Plan.

SECTION 13. General Provisions

(a) The Committee may require each person purchasing or receiving shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to the distribution thereof. The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.

     Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any certificate or certificates for shares of Common Stock under the Plan prior to fulfillment of all of the following conditions:

(1) Listing or approval for listing upon notice of issuance, of such shares on the New York Stock Exchange, Inc., or such other securities exchange as may at the time be the principal market for the Common Stock;

(2) Any registration or other qualification of such shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and

(3) Obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

(b) Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees.

(c) The Plan shall not constitute a contract of employment, and adoption of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee at any time.

(d) No later than the date as of which an amount first becomes includible in the gross income of the participant for federal income tax purposes with respect to any Award under the Plan, the participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement; provided, that not more than the legally required minimum withholding may be settled with Common Stock. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.

(e) The Committee shall establish such procedures as it deems appropriate for a participant to designate a beneficiary to whom any amounts payable in the event of the participant's death are to be paid or by whom any rights of the participant, after the participant's death, may be exercised.

(f) In the case of a grant of an Award to any employee of a Subsidiary of the Company, the Company may, if the Committee so directs, issue or transfer the shares of Common Stock, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the shares of Common Stock to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All shares of Common Stock underlying Awards that are forfeited or canceled revert to the Company.

(g) The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.

(h) Except as otherwise provided in Section 5(e) or 6(b)(iii) or by the Committee, Awards under the Plan are not transferable except by will or by laws of descent and distribution.

(i) In the event an Award is granted to an Eligible Individual who is employed or providing services outside the United States and who is not compensated from a payroll maintained in the United States, the Committee may, in its sole discretion, modify the provisions of the Plan as they pertain to such individual to comply with applicable foreign law.

SECTION 14. Effective Date of Plan

     The Plan shall be effective as of the date it is adopted by the Board subject to the approval by at least a majority of the outstanding shares of Common Stock of the Company (which approval shall be deemed to have been given upon the final confirmation of the Company's Joint Plan of Reorganization by the U.S. Bankruptcy Court for the District of Delaware in Case No. 99-2171 (PJW)).

SECTION 15. Director Stock Options

(a) Each director of the Company who is not otherwise an employee of the Company or any of its Subsidiaries or Affiliates, shall (i) on the first day after his or her first election as a director of the Company automatically be granted 10,000 NonQualified Stock Options to purchase Common Stock having an exercise price of 100% of Fair Market Value of the Common Stock on the date of grant of such NonQualified Stock Option and (ii) thereafter, on the day after each Annual Meeting of Stockholders of the Company, be granted 5,000 NonQualified Stock Options to purchase Common Stock having an exercise price of 100% of Fair Market Value of the Common Stock on the date of grant of such NonQualified Stock Option.

(b) An automatic director Stock Option shall be granted hereunder only if as of each date of grant the director (i) is not otherwise an employee of the Company or any of its Subsidiaries or Affiliates, (ii) has not been an employee of the Company or any of its Subsidiaries or Affiliates for any part of the preceding fiscal year, and (iii) has served on the Board continuously since the commencement of his or her term.

(c) Each holder of a Stock Option granted pursuant to this Section 15 shall also have the rights specified in Section 5(k).

(d) In the event that the number of shares of Common Stock available for future grant under the Plan is insufficient to make all automatic grants required to be made on such date, then all non-employee directors entitled to a grant on such date shall share ratably in the number of options on shares available for grant under the Plan.

(e) Except as expressly provided in this Section 15, any Stock Option granted hereunder shall be subject to the terms and conditions of the Plan as if the grant were made pursuant to Section 5 hereof.

EX-10

STOCK OPTION AGREEMENT

     THIS AGREEMENT, dated as of the 1st day of November, 2001, between Joy Global, Inc., a Delaware corporation (the "Company"), and __________ (the "Employee").

W I T N E S S E T H

     In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

     1. Grant of Stock Option.

     Subject to the provisions of this Agreement and to the provisions of the Joy Global Inc. 2001 Stock Incentive Plan (the "Plan"), the Company hereby grants to the Employee as of November 1, 2001 (the "Grant Date") the right and option (the "Stock Option") to purchase __________ shares of common stock of the Company, par value $1.00 per share ("Common Stock"), at the exercise price of $17.49 per share. The Stock Option shall be a NonQualified Stock Option. Unless earlier terminated pursuant to the terms of this Agreement, the Stock Option shall expire on the tenth anniversary of the Grant Date. Capitalized terms not defined herein shall have the meaning set forth in the Plan.

     2. Exercisability of the Stock Option.

     The Stock Option shall become vested and exercisable with respect to one-third of the shares covered thereby (rounded up to the next whole share) on July 16, 2002, an additional one-third of such shares (rounded up to the next whole share) on July 16, 2003, and remaining such shares on July 16, 2004, subject in each case to the prior termination of the Stock Option. Notwithstanding the foregoing, the Stock Option, to the extent outstanding, shall become immediately vested and fully exercisable upon (a) a Change in Control or (b) a Termination of Employment due to death, Disability, or Retirement. For purposes of this Agreement, Change in Control shall have the meaning set forth in the Plan. Upon the effective date of the Employee's Termination of Employment for any reason, any portion of the Stock Option that is not vested as of such date, in accordance with the foregoing provisions of this Paragraph 2, shall cease vesting and terminate immediately.

     3. Method of Exercise of the Stock Option.

     (a) The portion of the Stock Option as to which the Employee is vested shall be exercisable by delivery to the Secretary of the Company of a written notice stating the number of whole shares to be purchased pursuant to this Agreement and the date on which the Employee wants to exercise the Stock Option and accompanied by payment of the full purchase price of the shares of Common Stock to be purchased.

     (b) The exercise price of the Stock Option shall be paid in cash, by wire transfer, or by certified check or bank draft payable to the order of the Company, by exchange of shares of unrestricted Common Stock of the Company already owned by the Employee (that have been purchased on the open market by the Employee or held for six months prior to exercise) and having an aggregate Fair Market Value equal to the aggregate purchase price, or by any other procedure approved by the Committee, or by a combination of the foregoing.

     4. Terminations of Employment.

     (a) If the Employee incurs a Termination of Employment due to Disability, the Stock Option, to the extent outstanding at the time of such termination of employment, shall become immediately vested and fully exercisable and may be exercised by the Employee at any time prior to the first to occur of (i) one year after such termination of employment or (ii) the expiration date of the Stock Option, and shall thereafter expire.

     (b) If the Employee incurs a Termination of Employment due to death, the Stock Option, to the extent outstanding at the time of such termination of employment, shall become immediately vested and fully exercisable and may be exercised by the Employee's estate or by a person who acquired the right to exercise such Stock Option by bequest or inheritance or otherwise by reason of the death of the Employee at any time prior to the first to occur of (i) one year after such termination of employment or (ii) the expiration date of the Stock Option, and shall thereafter expire.

     (c) If the Employee incurs a Termination of Employment due to Retirement, the Stock Option, to the extent outstanding at the time of such termination of employment, shall become immediately vested and fully exercisable and may be exercised by the Employee at any time prior to the first to occur of (i) three years after such termination of employment or (ii) the expiration date of the Stock Option, and shall thereafter expire.

     (d) If the Employee incurs a Termination of Employment due to a termination of employment by the Company without Cause, the portion of the Stock Option, if any, which is exercisable at the time of such termination of employment may be exercised at any time prior to the first to occur of (i) 90 days after such termination of employment or (ii) the expiration date of the Stock Option, and shall thereafter expire. Any portion of the Stock Option which is not exercisable at the time of such termination of employment shall expire as of such termination of employment.

     (e) If the Employee incurs a Termination of Employment due to a voluntary termination of employment by the Employee, the portion of the Stock Option, if any, which is exercisable at the time of such termination of employment may be exercised at any time prior to the first to occur of (i) 30 days after such termination of employment or (ii) the expiration date of the Stock Option, and shall thereafter expire. Any portion of the Stock Option which is not exercisable at the time of such termination of employment shall expire as of such termination of employment.

     (f) If the Employee incurs a Termination of Employement due to a termination of employment by the Company for Cause, the entire Stock Option shall immediately expire as of such termination of employment.

     5. Nontransferability of the Stock Option.

     The Stock Option is non-transferable by the Employee other than (a) by will or the laws of descent and distribution or (b) pursuant to a qualified domestic relations order. The Stock Option may be exercised, during the lifetime of the Employee, only by the Employee or by the Employee's guardian or legal representative or any permitted transferee described above.

     6. Rights as a Stockholder.

     The Employee or a transferee of the Stock Option shall have no rights as a stockholder with respect to any shares covered by such Stock Option until the Employee or transferee has given written notice of exercise, has paid in full for such shares and, if requested by the Company, has given the representation described in Section 13(a) of the Plan. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date the events set forth above in this Section 6 have occurred.

     7. Adjustment in the Event of Change in Stock.

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

     8. Payment of Transfer Taxes, Fees and Other Expenses.

     The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares acquired pursuant to exercise of the Stock Option, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.

     9. Other Restrictions on Exercisability.

     The exercise of the Stock Option and the delivery of share certificates upon such exercise shall be subject to the requirement that, if at any time the Committee shall determine that (a) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securities exchange or under any state or federal law or (b) the consent or approval of any government regulatory body is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

     10. Taxes and Withholdings.

     No later than the date of exercise of the Stock Option granted hereunder, the Employee shall pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of such Stock Option and the Company shall, to the extent permitted or required by law, have the right to deduct from any payment of any kind otherwise due to the Employee, federal, state and local taxes of any kind required by law to be withheld upon the exercise of such Stock Option.

     11. Confidential Information; Noncompetition; Nonsolicitation.

     (a) Employee shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its Affiliates and their respective businesses that Employee obtains during Employee's employment by the Company or any of its Affiliates and that is not public knowledge (other than as a result of the Employee's violation of this Paragraph 11(a)) ("Confidential Information"). Employee shall not communicate, divulge or disseminate Confidential Information at any time during or after Employee's employment with the Company, except with the prior written consent of the Company or as otherwise required by law or legal process. All computer software, business cards, telephone lists, customer lists, price lists, contract forms, catalogs, records, files and know-how acquired while an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from the Company's possession or premises or made use of other than in pursuit of the Company's business or as may otherwise be required by law or any legal process, and, upon Termination of Employment for any reason, Employee shall deliver to the Company, without further demands, all such items and any copies thereof which are then in his or her possession or under his or her control.

     (b) For a two year period beginning on the Termination of Employment date, Employee will not, except upon prior written permission signed by the President or an Executive Vice President of the Company, consult with or advise or, directly or indirectly, as owner, partner, officer or employee, engage in business with any of the companies set forth on Exhibit 1 or with any corporation or entity controlled by, controlling or under common control with any such company. Exhibit 1 is attached to and forms a part of this Agreement. Notwithstanding the foregoing, Employee may make and retain investments in not more than three percent of the equity of any such company if such equity is listed on a national securities exchange or regularly traded in an over-the-counter market. This noncompetion provision supercedes any prior noncompetition agreements between Employee and the Company or its Affiliates.

     (c) For a two year period beginning on the Termination of Employment date, Employee will not, directly or indirectly, solicit for employment or employ on behalf of any organization other than the Company or one of its Affiliates or employ any person (other than any personal assistant hired to work directly for the Employee) employed by the Company or any of its Affiliates, nor will Employee, directly or indirectly, solicit for employment on behalf of any organization other than the Company or one of its Affiliates any person known by Employee (after reasonable inquiry) to be employed at the time by the Company or any of its Affiliates.

     (d) In the event of a breach of Employee's covenants under this Paragraph 11, it is understood and agreed that the Company shall be entitled to injunctive relief, as well as any other legal or equitable remedies. The Employee acknowledges and agrees that the covenants, obligations and agreements of the Employee in Paragraph 11(a), (b) and (c) of this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Employee agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Employee from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies that the Company may have. The Company and Employee hereby irrevocably submit to the exclusive jurisdiction of the courts of Wisconsin and the Federal courts of the United States of America, in each case located in Milwaukee, in respect of the injunctive remedies set forth in this Paragraph 11(d) and the interpretation and enforcement of Paragraphs 11(a), (b) and (c) insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 11(d), and the parties hereto hereby irrevocably agree that (i) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (ii) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (iii) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (iv) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 11(d).

     12. Notices.

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

     If to the Employee:

          If to the Company:

          Joy Global Inc

          100 East Wisconsin Avenue

          Suite 2780

          Milwaukee, WI 53202

          Attention: Corporate Secretary

     or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with this Paragraph 12. Notice and communications shall be effective when actually received by the addressee.

     13. Effect of Agreement.

     Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any transferee or successor of the Employee pursuant to Paragraph 5.

     14. Laws Applicable to Construction.

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

     15. Severability.

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

     16. Conflicts and Interpretation.

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

     17. Headings.

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

     18. Amendment.

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

     19. Counterparts.

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

     IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Employee has hereunto set the Employee's hand.

JOY GLOBAL INC.

By____________________