Supplemental Subsidiary Guarantors | Subsidiary Guarantors for Credit Agreement, Term Loan and 2021 Notes The following tables present condensed consolidated financial information as of July 31, 2015 and October 31, 2014 and for the quarters and nine months ended July 31, 2015 and August 1, 2014 for: (a) the Company; (b) on a combined basis, the guarantors of the Credit Agreement, the Term Loan and the 2021 Notes issued in October 2011, which include Joy Global Underground Mining LLC, Joy Global Surface Mining Inc, N.E.S. Investment Co., Joy Global Conveyors Inc. and Joy Global Longview Operations LLC (the "Supplemental Subsidiary Guarantors"); and (c) on a combined basis, the non-guarantors, which include all of our foreign subsidiaries and a number of small domestic subsidiaries ("Non-Guarantor Subsidiaries"). The borrowings are fully and unconditionally guaranteed on a joint and several unsecured basis by the Supplemental Subsidiary Guarantors, which are direct and indirect 100% owned subsidiaries of the Company. We conduct all of our business and derive essentially all of our income from our subsidiaries. Therefore, our ability to make payments on the obligations is dependent on the earnings and distribution of funds from our subsidiaries. There are no restrictions on the ability of any of our domestic subsidiaries to transfer funds to the parent company. Separate financial statements of the Supplemental Subsidiary Guarantors are not presented because we believe such separate statements or disclosures would not be useful to investors. Condensed Consolidating Statement of Income Quarter ended July 31, 2015 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 430,840 $ 611,006 $ (249,663 ) $ 792,183 Cost of sales — 320,352 448,222 (193,736 ) 574,838 Product development, selling and administrative expenses 12,499 63,209 69,507 — 145,215 Other (income) expense — 3,771 (5,005 ) — (1,234 ) Operating income (loss) (12,499 ) 43,508 98,282 (55,927 ) 73,364 Intercompany items 16,750 (30,145 ) (6,865 ) 20,260 — Interest (expense) income, net (16,068 ) 1,907 485 — (13,676 ) Income (loss) before income taxes and equity in income of subsidiaries (11,817 ) 15,270 91,902 (35,667 ) 59,688 Provision (benefit) for income taxes (8,654 ) 997 22,460 — 14,803 Equity in income of subsidiaries 48,048 21,602 — (69,650 ) — Net income $ 44,885 $ 35,875 $ 69,442 $ (105,317 ) $ 44,885 Comprehensive income $ 13,863 $ 37,066 $ 32,532 $ (69,598 ) $ 13,863 Condensed Consolidating Statement of Income Quarter ended August 1, 2014 In thousands Parent Company Supplemental Supplemental Eliminations Consolidated Net sales $ — $ 520,247 $ 564,148 $ (208,734 ) $ 875,661 Cost of sales — 378,457 414,784 (169,512 ) 623,729 Product development, selling and administrative expenses 7,017 49,337 80,905 — 137,259 Other (income) expense — 2,350 (6,968 ) — (4,618 ) Operating income (loss) (7,017 ) 90,103 75,427 (39,222 ) 119,291 Intercompany items 15,641 (14,897 ) (7,048 ) 6,304 — Interest (expense) income, net (15,614 ) 1,055 (338 ) — (14,897 ) Income (loss) before income taxes and equity in income of subsidiaries (6,990 ) 76,261 68,041 (32,918 ) 104,394 Provision (benefit) for income taxes (5,923 ) 32,720 6,329 (21 ) 33,105 Equity in income of subsidiaries 72,356 25,017 — (97,373 ) — Net income $ 71,289 $ 68,558 $ 61,712 $ (130,270 ) $ 71,289 Comprehensive income $ 81,683 $ 68,652 $ 81,173 $ (149,825 ) $ 81,683 Condensed Consolidating Statement of Income Nine Months ended July 31, 2015 In thousands Parent Company Supplemental Supplemental Eliminations Consolidated Net sales $ — $ 1,400,258 $ 1,616,442 $ (710,121 ) $ 2,306,579 Cost of sales — 1,026,939 1,191,499 (543,451 ) 1,674,987 Product development, selling and administrative expenses 36,503 185,949 222,119 — 444,571 Other (income) expense 68 12,872 (18,287 ) — (5,347 ) Operating income (loss) (36,571 ) 174,498 221,111 (166,670 ) 192,368 Intercompany items 50,106 (75,362 ) (35,306 ) 60,562 — Interest (expense) income, net (47,449 ) 5,242 2,302 — (39,905 ) Income (loss) before income taxes and equity in income of subsidiaries (33,914 ) 104,378 188,107 (106,108 ) 152,463 Provision (benefit) for income taxes (2,739 ) 25,502 22,508 — 45,271 Equity in income of subsidiaries 138,367 18,818 — (157,185 ) — Net income $ 107,192 $ 97,694 $ 165,599 $ (263,293 ) $ 107,192 Comprehensive (loss) income $ (10,567 ) $ 98,570 $ 32,065 $ (130,635 ) $ (10,567 ) Condensed Consolidating Statement of Income Nine Months ended August 1, 2014 In thousands Parent Company Supplemental Supplemental Eliminations Consolidated Net sales $ — $ 1,495,659 $ 1,803,084 $ (654,040 ) $ 2,644,703 Cost of sales — 1,108,173 1,308,371 (537,045 ) 1,879,499 Product development, selling and administrative expenses 35,840 183,363 225,619 — 444,822 Other (income) expense (473 ) 8,890 (18,313 ) — (9,896 ) Operating income (loss) (35,367 ) 195,233 287,407 (116,995 ) 330,278 Intercompany items 48,422 (60,625 ) (19,053 ) 31,256 — Interest (expense) income, net (47,495 ) 4,595 335 — (42,565 ) Income (loss) before income taxes and equity in income of subsidiaries (34,440 ) 139,203 268,689 (85,739 ) 287,713 Provision (benefit) for income taxes (15,855 ) 89,828 19,639 — 93,612 Equity in income of subsidiaries 212,686 105,984 — (318,670 ) — Net income $ 194,101 $ 155,359 $ 249,050 $ (404,409 ) $ 194,101 Comprehensive income $ 187,272 $ 156,753 $ 243,127 $ (399,880 ) $ 187,272 Condensed Consolidating Balance Sheet As of July 31, 2015 In thousands Parent Company Supplemental Supplemental Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 25,138 $ 1,972 $ 113,790 $ — $ 140,900 Accounts receivable, net — 245,241 600,477 (16,182 ) 829,536 Inventories — 561,454 721,493 (98,605 ) 1,184,342 Other current assets 72,794 13,864 90,561 — 177,219 Total current assets 97,932 822,531 1,526,321 (114,787 ) 2,331,997 Property, plant and equipment, net 22,152 328,549 529,465 (5,016 ) 875,150 Other assets: Other intangible assets, net — 214,724 117,745 — 332,469 Goodwill — 453,401 1,100,776 — 1,554,177 Deferred income taxes 2,841 — 71,691 — 74,532 Other non-current assets 4,095,114 1,978,193 2,569,176 (8,478,679 ) 163,804 Total other assets 4,097,955 2,646,318 3,859,388 (8,478,679 ) 2,124,982 Total assets $ 4,218,039 $ 3,797,398 $ 5,915,174 $ (8,598,482 ) $ 5,332,129 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term borrowings, including current portion of long-term obligations $ 14,063 $ — $ 108 $ — $ 14,171 Trade accounts payable 2,273 139,552 189,013 — 330,838 Employee compensation and benefits 4,976 31,460 46,465 — 82,901 Advance payments and progress billings — 100,564 212,375 (15,217 ) 297,722 Accrued warranties — 21,869 34,933 — 56,802 Other accrued liabilities 58,613 66,386 100,545 (13,104 ) 212,440 Current liabilities of discontinued operations — 11,582 — — 11,582 Total current liabilities 79,925 371,413 583,439 (28,321 ) 1,006,456 Long-term obligations 1,256,025 — 7 — 1,256,032 Other liabilities: Liabilities for postretirement benefits 17,849 872 — — 18,721 Accrued pension costs 117,596 8,659 9,025 — 135,280 Other non-current liabilities 2,377 7,343 161,653 — 171,373 Total other liabilities 137,822 16,874 170,678 — 325,374 Shareholders’ equity 2,744,267 3,409,111 5,161,050 (8,570,161 ) 2,744,267 Total liabilities and shareholders’ equity $ 4,218,039 $ 3,797,398 $ 5,915,174 $ (8,598,482 ) $ 5,332,129 Condensed Consolidating Balance Sheet As of October 31, 2014 In thousands Parent Company Supplemental Supplemental Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 54,874 $ 16,429 $ 198,888 $ — $ 270,191 Accounts receivable, net — 391,672 684,299 (16,262 ) 1,059,709 Inventories — 470,194 753,922 (115,808 ) 1,108,308 Other current assets 87,945 9,520 82,671 15 180,151 Total current assets 142,819 887,815 1,719,780 (132,055 ) 2,618,359 Property, plant and equipment, net 23,660 345,117 527,286 (3,623 ) 892,440 Other assets: Other intangible assets, net — 228,950 90,319 — 319,269 Goodwill — 453,374 1,063,319 — 1,516,693 Deferred income taxes 159 — 70,022 — 70,181 Other non-current assets 4,191,771 2,106,760 2,640,582 (8,759,069 ) 180,044 Total other assets 4,191,930 2,789,084 3,864,242 (8,759,069 ) 2,086,187 Total assets $ 4,358,409 $ 4,022,016 $ 6,111,308 $ (8,894,747 ) $ 5,596,986 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term borrowings, including current portion of long-term obligations $ — $ 11,634 $ 105 $ — $ 11,739 Trade accounts payable 3,134 214,603 178,208 — 395,945 Employee compensation and benefits 11,639 58,374 66,898 — 136,911 Advance payments and progress billings — 117,768 193,165 (24,994 ) 285,939 Accrued warranties — 17,002 50,270 — 67,272 Other accrued liabilities 94,097 54,523 124,244 (7,264 ) 265,600 Current liabilities of discontinued operations — 11,582 — — 11,582 Total current liabilities 108,870 485,486 612,890 (32,258 ) 1,174,988 Long-term obligations 1,269,459 — 82 — 1,269,541 Other liabilities: Liabilities for postretirement benefits 18,743 866 — — 19,609 Accrued pension costs 132,448 7,529 4,402 — 144,379 Other non-current liabilities (12,108 ) 7,780 151,800 — 147,472 Total other liabilities 139,083 16,175 156,202 — 311,460 Shareholders’ equity 2,840,997 3,520,355 5,342,134 (8,862,489 ) 2,840,997 Total liabilities and shareholders’ equity $ 4,358,409 $ 4,022,016 $ 6,111,308 $ (8,894,747 ) $ 5,596,986 Condensed Consolidating Statement of Cash Flows Nine Months ended July 31, 2015 In thousands Parent Company Supplemental Supplemental Consolidated Operating Activities: Net cash provided by operating activities $ 76,032 $ 14,392 $ 78,290 $ 168,714 Investing Activities: Acquisition of businesses, net of cash acquired — — (114,353 ) (114,353 ) Property, plant and equipment acquired (141 ) (17,429 ) (40,251 ) (57,821 ) Proceeds from sale of property, plant and equipment 942 214 2,915 4,071 Other investing activities, net (1,227 ) — 1,852 625 Net cash used by investing activities (426 ) (17,215 ) (149,837 ) (167,478 ) Financing Activities: Common stock issued 2,853 — — 2,853 Dividends paid (58,456 ) — — (58,456 ) Treasury stock purchased (50,000 ) — — (50,000 ) Repayments of short-term debt (11,634 ) 89 (11,545 ) Other financing activities, net 261 — — 261 Net cash (used) provided by financing activities (105,342 ) (11,634 ) 89 (116,887 ) Effect of Exchange Rate Changes on Cash and Cash Equivalents — — (13,640 ) (13,640 ) (Decrease) Increase in Cash and Cash Equivalents (29,736 ) (14,457 ) (85,098 ) (129,291 ) Cash and Cash Equivalents at Beginning of Period 54,874 16,429 198,888 270,191 Cash and Cash Equivalents at End of Period $ 25,138 $ 1,972 $ 113,790 $ 140,900 Condensed Consolidating Statement of Cash Flows Nine Months ended August 1, 2014 In thousands Parent Company Supplemental Supplemental Consolidated Operating Activities: Net cash provided (used) by operating activities of continuing operations $ 194,291 $ (4,062 ) $ 108,092 $ 298,321 Net cash used by operating activities of discontinued operations — (103 ) — (103 ) Net cash provided (used) by operating activities 194,291 (4,165 ) 108,092 298,218 Investing Activities: Acquisition of businesses, net of cash acquired — — (47,058 ) (47,058 ) Property, plant and equipment acquired (3,969 ) (15,317 ) (49,782 ) (69,068 ) Proceeds from sale of property, plant and equipment — 7,124 1,758 8,882 Other investing activities, net (82 ) 232 (239 ) (89 ) Net cash used by investing activities (4,051 ) (7,961 ) (95,321 ) (107,333 ) Financing Activities: Common stock issued 10,189 — — 10,189 Dividends paid (55,334 ) — — (55,334 ) Repayments of term loan (37,500 ) — — (37,500 ) Treasury stock purchased (194,336 ) — — (194,336 ) Repayments of short term debt — Other financing activities, net (1,099 ) (1,212 ) (8,008 ) (10,319 ) Net cash used by financing activities (278,080 ) (1,212 ) (8,008 ) (287,300 ) Effect of Exchange Rate Changes on Cash and Cash Equivalents — — (1,252 ) (1,252 ) (Decrease) Increase in Cash and Cash Equivalents (87,840 ) (13,338 ) 3,511 (97,667 ) Cash and Cash Equivalents at Beginning of Period 122,901 20,361 262,447 405,709 Cash and Cash Equivalents at End of Period $ 35,061 $ 7,023 $ 265,958 $ 308,042 |