Subsidiary Guarantors for 2036 Notes | Subsidiary Guarantors for 2036 Notes The following tables present condensed consolidated financial information as of January 29, 2016 and October 30, 2015 and for the quarters ended January 29, 2016 and January 30, 2015 for: (a) the Company; (b) on a combined basis, the guarantors of the 2036 Notes issued in November 2006, which include Joy Global Underground Mining LLC, Joy Global Surface Mining Inc, N.E.S. Investment Co., Joy Global Conveyors Inc., Joy Global Longview Operations LLC and certain immaterial wholly owned subsidiaries of 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 (the "Supplemental Non-Guarantor Subsidiaries"). In prior periods these entities were defined as the Subsidiary Guarantors and the Non-Guarantor Subsidiaries, respectively. However in light of the fact that this group of guarantors relates only to the 2036 Notes and not to our more recent debt arrangements, we have determined that it is more appropriate to designate this group of guarantors with the Supplemental classification. 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 Operations Quarter ended January 29, 2016 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 265,429 $ 388,918 $ (128,047 ) $ 526,300 Cost of sales — 234,709 307,630 (104,083 ) 438,256 Product development, selling and administrative expenses 7,380 40,680 62,353 — 110,413 Restructuring expenses 395 20,016 6,248 — 26,659 Other income — (698 ) (3,243 ) — (3,941 ) Operating (loss) income (7,775 ) (29,278 ) 15,930 (23,964 ) (45,087 ) Intercompany items 15,148 (47,734 ) (6,071 ) 38,657 — Interest (expense) income, net (12,720 ) 248 356 — (12,116 ) (Loss) income before income taxes and equity in income of subsidiaries (5,347 ) (76,764 ) 10,215 14,693 (57,203 ) (Benefit) provision for income taxes (11,505 ) 150 (5,627 ) — (16,982 ) Equity in (loss) income of subsidiaries (46,379 ) 17,493 — 28,886 — Net (loss) income $ (40,221 ) $ (59,421 ) $ 15,842 $ 43,579 $ (40,221 ) Comprehensive loss $ (72,584 ) $ (60,701 ) $ (15,434 ) $ 76,135 $ (72,584 ) Condensed Consolidating Statement of Operations Quarter ended January 30, 2015 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 441,075 $ 473,089 $ (210,291 ) $ 703,873 Cost of sales (3,177 ) 321,204 362,940 (163,398 ) 517,569 Product development, selling and administrative expenses 11,792 49,377 69,225 — 130,394 Restructuring expenses — 219 446 — 665 Other (income) expense — 4,637 (7,850 ) — (3,213 ) Operating income (loss) (8,615 ) 65,638 48,328 (46,893 ) 58,458 Intercompany items 16,770 (23,708 ) (6,040 ) 12,978 — Interest (expense) income, net (15,598 ) 1,634 1,007 — (12,957 ) Income (loss) before income taxes and equity in income of subsidiaries (7,443 ) 43,564 43,295 (33,915 ) 45,501 Provision (benefit) for income taxes 20,313 2,996 (8,333 ) — 14,976 Equity in income of subsidiaries 58,281 1,841 — (60,122 ) — Net income $ 30,525 $ 42,409 $ 51,628 $ (94,037 ) $ 30,525 Comprehensive (loss) income $ (86,474 ) $ 41,000 $ (62,456 ) $ 21,456 $ (86,474 ) Condensed Consolidating Balance Sheet As of January 29, 2016 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 21,242 $ 2,567 $ 116,124 $ — $ 139,933 Accounts receivable, net — 177,562 485,295 (11,926 ) 650,931 Inventories — 482,262 568,718 (88,317 ) 962,663 Other current assets 24,035 15,953 70,891 — 110,879 Total current assets 45,277 678,344 1,241,028 (100,243 ) 1,864,406 Property, plant and equipment, net 20,632 280,034 456,798 (5,016 ) 752,448 Other assets: Other intangible assets, net — 203,219 46,459 — 249,678 Goodwill — 346,348 8,279 — 354,627 Deferred income taxes 92,648 — 56,993 — 149,641 Other non-current assets 2,591,311 2,049,573 1,685,949 (6,216,899 ) 109,934 Total other assets 2,683,959 2,599,140 1,797,680 (6,216,899 ) 863,880 Total assets $ 2,749,868 $ 3,557,518 $ 3,495,506 $ (6,322,158 ) $ 3,480,734 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term borrowings, including current portion of long-term obligations $ 23,438 $ — $ 6,094 $ — $ 29,532 Trade accounts payable 3,059 78,279 135,070 — 216,408 Employee compensation and benefits 8,251 28,486 42,006 — 78,743 Advance payments and progress billings — 100,974 148,857 (14,323 ) 235,508 Accrued warranties — 19,521 30,997 — 50,518 Other accrued liabilities 86,823 57,066 78,334 (10,855 ) 211,368 Current liabilities of discontinued operations — 11,582 — — 11,582 Total current liabilities 121,571 295,908 441,358 (25,178 ) 833,659 Long-term obligations 992,732 — 8 — 992,740 Other liabilities: Liabilities for postretirement benefits 17,296 — — — 17,296 Accrued pension costs 178,513 — — — 178,513 Other non-current liabilities 95,338 8,068 10,702 — 114,108 Total other liabilities 291,147 8,068 10,702 — 309,917 Shareholders’ equity 1,344,418 3,253,542 3,043,438 (6,296,980 ) 1,344,418 Total liabilities and shareholders’ equity $ 2,749,868 $ 3,557,518 $ 3,495,506 $ (6,322,158 ) $ 3,480,734 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 Statement of Cash Flows Quarter ended January 29, 2016 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Consolidated Operating Activities: Net cash provided (used) by operating activities $ 86,203 $ (4,564 ) $ 26,950 $ 108,589 Investing Activities: Property, plant and equipment acquired (240 ) (1,666 ) (6,197 ) (8,103 ) Proceeds from sale of property, plant and equipment — 6,789 2,378 9,167 Other investing activities, net (7 ) — 129 122 Net cash provided (used) by investing activities (247 ) 5,123 (3,690 ) 1,186 Financing Activities: Dividends paid (997 ) — — (997 ) Repayments of term loan (4,687 ) — — (4,687 ) Payments on credit agreement (58,600 ) — — (58,600 ) Repayments of short-term debt — — (1,507 ) (1,507 ) Financing fees (1,011 ) — — (1,011 ) Net cash used by financing activities (65,295 ) — (1,507 ) (66,802 ) Effect of Exchange Rate Changes on Cash and Cash Equivalents — — (5,925 ) (5,925 ) Increase (Decrease) in Cash and Cash Equivalents 20,661 559 15,828 37,048 Cash and Cash Equivalents at Beginning of Period 581 2,008 100,296 102,885 Cash and Cash Equivalents at End of Period $ 21,242 $ 2,567 $ 116,124 $ 139,933 Condensed Consolidating Statement of Cash Flow Quarter ended January 30, 2015 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Consolidated Operating Activities: Net cash (used) provided by operating activities 25,892 (7,426 ) (36,821 ) (18,355 ) Investing Activities: Property, plant and equipment acquired (93 ) (5,971 ) (16,194 ) (22,258 ) Proceeds from sale of property, plant and equipment — 133 623 756 Other investing activities, net (1,168 ) — 1,309 141 Net cash used by investing activities (1,261 ) (5,838 ) (14,262 ) (21,361 ) Financing Activities: Common stock issued 273 — — 273 Dividends paid (19,489 ) — — (19,489 ) Treasury stock purchased (50,000 ) — — (50,000 ) Other financing activities, net 261 262 (83 ) 440 Net cash (used) provided by financing activities (68,955 ) 262 (83 ) (68,776 ) Effect of Exchange Rate Changes on Cash and Cash Equivalents — — (9,373 ) (9,373 ) Decrease in Cash and Cash Equivalents (44,324 ) (13,002 ) (60,539 ) (117,865 ) Cash and Cash Equivalents at Beginning of Period 54,874 16,429 198,888 270,191 Cash and Cash Equivalents at End of Period $ 10,550 $ 3,427 $ 138,349 $ 152,326 |