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

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

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

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.

      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

Surface Mining Equipment Locations

      (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:

      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.

*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:

     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:

     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:

2000 Compared with 1999

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

      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:

      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:

     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:

      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:

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.

*    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.

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

*     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:

     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

See accompanying notes to consolidated financial statements

See accompanying notes to consolidated financial statements

See accompanying notes to consolidated financial statements

See accompanying notes to consolidated financial statements

See accompanying notes to consolidated financial statements

* 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:

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

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:

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.

Estimated annual amortization expense is as follows:

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:

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:

9.   Borrowings and Credit Facilities

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

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: