Supplemental Subsidiary Guarantors | Subsidiary Guarantors for Credit Agreement, Term Loan and 2021 Notes The following tables present condensed consolidated financial information of continuing operations as of October 30, 2015 , October 31, 2014 and October 25, 2013 and for the years then ended 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 ("Supplemental 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. As described in Note 2, Significant Accounting Policies, we voluntarily changed our method of accounting for actuarial gains and losses and the calculation of expected return on plan assets for all of our pension and other postretirement plans. The impact of this voluntary change in accounting has been retroactively applied to all periods presented. Condensed Consolidated Statement of Operations Fiscal Year Ended October 30, 2015 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 1,801,405 $ 2,330,469 $ (959,727 ) $ 3,172,147 Cost of sales — 1,339,541 1,732,574 (738,890 ) 2,333,225 Product development, selling and administrative expenses 47,604 192,956 376,087 26 616,673 Impairment charges — 160,988 1,177,253 — 1,338,241 Other (income) and expense 68 17,534 (24,205 ) — (6,603 ) Operating (loss) income (47,672 ) 90,386 (931,240 ) (220,863 ) (1,109,389 ) Intercompany items 66,408 (107,484 ) 48,415 (7,339 ) — Loss on early debt retirement (14,311 ) — — — (14,311 ) Interest (expense) income, net (63,138 ) 6,769 2,940 — (53,429 ) (Loss) income from operations before income taxes and equity in income of subsidiaries (58,713 ) (10,329 ) (879,885 ) (228,202 ) (1,177,129 ) Provision (benefit) for income taxes (3,807 ) 17,886 (13,204 ) — 875 Equity in income of subsidiaries (1,123,098 ) (39,946 ) — 1,163,044 — (Loss) income from continuing operations $ (1,178,004 ) $ (68,161 ) $ (866,681 ) $ 934,842 $ (1,178,004 ) Comprehensive (loss) income $ (1,318,796 ) $ (69,263 ) $ (1,019,963 ) $ 1,089,226 $ (1,318,796 ) Condensed Consolidated Statement of Operations, As Adjusted Fiscal Year Ended October 31, 2014 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 2,127,333 $ 2,568,580 $ (917,603 ) $ 3,778,310 Cost of sales 700 1,542,011 1,876,783 (765,261 ) 2,654,233 Product development, selling and administrative expenses 60,942 236,233 311,711 — 608,886 Other (income) and expense (473 ) 12,667 (24,529 ) — (12,335 ) Operating income (loss) (61,169 ) 336,422 404,615 (152,342 ) 527,526 Intercompany items 64,185 (77,048 ) (29,099 ) 41,962 — Interest (expense) income, net (63,639 ) 6,750 1,541 — (55,348 ) Income (loss) from continuing operations before income taxes and equity in income of subsidiaries (60,623 ) 266,124 377,057 (110,380 ) 472,178 Provision (benefit) for income taxes (46,296 ) 155,459 24,897 — 134,060 Equity in income of subsidiaries 352,445 165,942 — (518,387 ) — Income from continuing operations $ 338,118 $ 276,607 $ 352,160 $ (628,767 ) $ 338,118 Comprehensive income $ 301,810 $ 281,569 $ 311,369 $ (592,938 ) $ 301,810 Condensed Consolidated Statement of Operations, As Adjusted Fiscal Year Ended October 25, 2013 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 2,745,565 $ 3,702,376 $ (1,435,244 ) $ 5,012,697 Cost of sales (750 ) 1,925,605 2,659,977 (1,185,264 ) 3,399,568 Product development, selling and administrative expenses 50,443 294,952 310,753 — 656,148 Impairment charges — 100,400 54,800 — 155,200 Other (income) and expense (15,000 ) 34,101 (52,750 ) — (33,649 ) Operating income (loss) (34,693 ) 390,507 729,596 (249,980 ) 835,430 Intercompany items 114,784 (79,519 ) (151,571 ) 116,306 — Interest (expense) income, net (64,665 ) 3,225 3,936 — (57,504 ) Income from continuing operations before income taxes and equity in income of subsidiaries 15,426 314,213 581,961 (133,674 ) 777,926 Provision (benefit) for income taxes (42,174 ) 207,602 75,739 — 241,167 Equity in income of subsidiaries 479,159 397,610 — (876,769 ) — Income from continuing operations $ 536,759 $ 504,221 $ 506,222 $ (1,010,443 ) $ 536,759 Comprehensive income $ 518,266 $ 505,329 $ 486,689 $ (992,018 ) $ 518,266 Condensed Consolidating Balance Sheet As of October 30, 2015 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 581 $ 2,008 $ 100,296 $ — $ 102,885 Accounts receivable, net — 214,381 597,826 (134 ) 812,073 Inventories — 508,774 607,461 (108,310 ) 1,007,925 Other current assets 58,441 15,610 71,508 — 145,559 Total current assets 59,022 740,773 1,377,091 (108,444 ) 2,068,442 Property, plant and equipment, net 21,318 297,476 478,253 (5,015 ) 792,032 Other assets: Other intangible assets, net — 207,891 47,819 — 255,710 Goodwill — 346,348 8,273 — 354,621 Deferred income taxes 49,660 — 69,253 — 118,913 Other non-current assets 2,740,518 2,078,294 2,517,110 (7,213,194 ) 122,728 Total other assets 2,790,178 2,632,533 2,642,455 (7,213,194 ) 851,972 Total assets $ 2,870,518 $ 3,670,782 $ 4,497,799 $ (7,326,653 ) $ 3,712,446 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term borrowings, including current portion of long-term obligations $ 18,750 $ — $ 7,571 $ — $ 26,321 Trade accounts payable 3,342 96,891 175,556 — 275,789 Employee compensation and benefits 5,843 36,527 47,965 — 90,335 Advance payments and progress billings — 100,312 149,795 (20,637 ) 229,470 Accrued warranties — 19,027 33,119 — 52,146 Other accrued liabilities 76,650 60,228 100,660 (12,261 ) 225,277 Current liabilities of discontinued operations — 11,582 — — 11,582 Total current liabilities 104,585 324,567 514,666 (32,898 ) 910,920 Long-term obligations 1,060,598 — 45 — 1,060,643 Other liabilities: Liabilities for postretirement benefits 18,662 878 — — 19,540 Accrued pension costs 159,594 8,406 7,699 — 175,699 Other non-current liabilities 81,595 8,325 35,715 — 125,635 Total other liabilities 259,851 17,609 43,414 — 320,874 Shareholders’ equity 1,445,484 3,328,606 3,939,674 (7,293,755 ) 1,420,009 Total liabilities and shareholders’ equity $ 2,870,518 $ 3,670,782 $ 4,497,799 $ (7,326,653 ) $ 3,712,446 Condensed Consolidating Balance Sheet, As Adjusted As of October 31, 2014 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 54,874 $ 16,429 $ 198,888 $ — $ 270,191 Accounts receivable, net — 400,456 675,515 (16,262 ) 1,059,709 Inventories — 467,602 750,161 (115,808 ) 1,101,955 Other current assets 87,945 9,520 82,671 15 180,151 Total current assets 142,819 894,007 1,707,235 (132,055 ) 2,612,006 Property, plant and equipment, net 23,660 346,761 525,642 (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 1,875 — 70,022 — 71,897 Other non-current assets 4,136,777 2,139,776 2,662,560 (8,759,069 ) 180,044 Total other assets 4,138,652 2,822,100 3,886,220 (8,759,069 ) 2,087,903 Total assets $ 4,305,131 $ 4,062,868 $ 6,119,097 $ (8,894,747 ) $ 5,592,349 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term borrowings, including current portion of long-term obligations $ — $ 11,634 $ 105 $ — $ 11,739 Trade accounts payable 3,134 215,235 177,576 — 395,945 Employee compensation and benefits 11,706 58,307 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 108,937 486,051 612,258 (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 132,947 7,030 4,402 — 144,379 Other non-current liabilities (12,100 ) 7,772 151,800 — 147,472 Total other liabilities 139,590 15,668 156,202 — 311,460 Shareholders’ equity 2,787,145 3,561,149 5,350,555 (8,862,489 ) 2,836,360 Total liabilities and shareholders’ equity $ 4,305,131 $ 4,062,868 $ 6,119,097 $ (8,894,747 ) $ 5,592,349 Condensed Consolidating Statement of Cash Flows Year Ended October 30, 2015 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Consolidated Operating Activities: Net cash provided by operating activities 261,293 16,105 77,935 355,333 Investing Activities: Acquisition of businesses, net of cash acquired — — (114,353 ) (114,353 ) Property, plant and equipment acquired (945 ) (19,108 ) (51,283 ) (71,336 ) Proceeds from sale of property, plant and equipment 942 216 3,142 4,300 Other investing activities, net (1,148 ) — 1,065 (83 ) Net cash used by investing activities (1,151 ) (18,892 ) (161,429 ) (181,472 ) Financing Activities: Common stock issued 4,654 — — 4,654 Excess tax benefit from exercise of stock options 261 — — 261 Dividends paid (77,950 ) — — (77,950 ) Redemption of 6% note due 2016 (250,000 ) — — (250,000 ) Net borrowings under Credit Agreement 58,600 — — 58,600 Change in short and other long-term obligations, net — (11,634 ) 1,113 (10,521 ) Treasury stock purchased (50,000 ) — — (50,000 ) Net cash used (provided) by financing activities (314,435 ) (11,634 ) 1,113 (324,956 ) Effect of exchange rate changes on cash and cash equivalents — — (16,211 ) (16,211 ) Decrease in cash and cash equivalents (54,293 ) (14,421 ) (98,592 ) (167,306 ) Cash and cash equivalents at beginning of period 54,874 16,429 198,888 270,191 Cash and cash equivalents at end of period $ 581 $ 2,008 $ 100,296 $ 102,885 Condensed Consolidating Statement of Cash Flows, As Adjusted Year Ended October 31, 2014 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Consolidated Operating Activities: Net cash provided by operating activities of continuing operations $ 306,292 $ 3,418 $ 53,731 $ 363,441 Net cash used by operating activities of discontinued operations — (102 ) — (102 ) Net cash provided by operating activities 306,292 3,316 53,731 363,339 Investing Activities: Acquisition of businesses, net of cash acquired — — (44,426 ) (44,426 ) Property, plant and equipment acquired (4,706 ) (23,130 ) (63,241 ) (91,077 ) Proceeds from sale of property, plant and equipment — 6,512 3,451 9,963 Other investing activities, net 16 (1,052 ) 1,089 53 Net cash used by investing activities (4,690 ) (17,670 ) (103,127 ) (125,487 ) Financing Activities: Common stock issued 13,346 — — 13,346 Excess tax benefit from exercise of stock options 1,632 — — 1,632 Dividends paid (74,945 ) — — (74,945 ) Repayments of Term Loan (37,500 ) — — (37,500 ) Change in short and other long-term obligations, net — 10,422 (8,090 ) 2,332 Treasury stock purchased (269,336 ) — — (269,336 ) Financing fees (2,826 ) — — (2,826 ) Net cash (used) provided by financing activities (369,629 ) 10,422 (8,090 ) (367,297 ) Effect of exchange rate changes on cash and cash equivalents — — (6,073 ) (6,073 ) Decrease in cash and cash equivalents (68,027 ) (3,932 ) (63,559 ) (135,518 ) Cash and cash equivalents at beginning of period 122,901 20,361 262,447 405,709 Cash and cash equivalents at end of period $ 54,874 $ 16,429 $ 198,888 $ 270,191 Condensed Consolidating Statement of Cash Flows, As Adjusted Year Ended October 25, 2013 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Consolidated Operating Activities: Net cash provided by operating activities of continuing operations $ 457,171 $ 58,565 $ 122,802 $ 638,538 Net cash used by operating activities of discontinued operations — (1,688 ) — (1,688 ) Net cash provided by operating activities 457,171 56,877 122,802 636,850 Investing Activities: Property, plant and equipment acquired (8,489 ) (43,830 ) (101,099 ) (153,418 ) Proceeds from sale of property, plant and equipment — 1,111 2,444 3,555 Other investing activities, net (112 ) — — (112 ) Net cash used by investing activities (8,601 ) (42,719 ) (98,655 ) (149,975 ) Financing Activities: Common stock issued 7,575 — — 7,575 Excess tax benefit from exercise of stock options 1,728 — — 1,728 Dividends paid (74,325 ) — — (74,325 ) Repayments of term loans (50,000 ) — — (50,000 ) Change in short and other long-term obligations, net — (425 ) (6,949 ) (7,374 ) Treasury stock purchased (214,106 ) — — (214,106 ) Net cash used by financing activities (329,128 ) (425 ) (6,949 ) (336,502 ) Effect of exchange rate changes on cash and cash equivalents — — (8,537 ) (8,537 ) Increase in cash and cash equivalents 119,442 13,733 8,661 141,836 Cash and cash equivalents at beginning of period 3,459 6,628 253,786 263,873 Cash and cash equivalents at end of period $ 122,901 $ 20,361 $ 262,447 $ 405,709 |