Subsidiary Guarantors for Credit Agreement, Term Loan and 2021 Notes | Subsidiary Guarantors for Credit Agreement, Term Loan and 2021 Notes The following tables present condensed consolidated financial information as of January 27, 2017 and October 28, 2016 and for the quarters ended January 27, 2017 and January 29, 2016 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 "Subsidiary Guarantors"); and (c) on a combined basis, the non-guarantors, which include all of the Company's 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 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 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 27, 2017 In thousands Parent Company Subsidiary Guarantors Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 258,298 $ 388,369 $ (148,898 ) $ 497,769 Cost of sales — 201,114 303,944 (115,950 ) 389,108 Product development, selling and administrative expenses 12,089 46,544 52,478 — 111,111 Restructuring expenses — 357 415 — 772 Other (income) expense — 620 (2,092 ) — (1,472 ) Operating (loss) income (12,089 ) 9,663 33,624 (32,948 ) (1,750 ) Intercompany items (14,809 ) (29,565 ) 4,692 39,682 — Interest (expense) income, net 12,522 707 (24,251 ) — (11,022 ) (Loss) income before income taxes and equity in income of subsidiaries (14,376 ) (19,195 ) 14,065 6,734 (12,772 ) (Benefit) income for income taxes (10,370 ) 3,642 (5,767 ) — (12,495 ) Equity in income of subsidiaries 3,729 10,859 — (14,588 ) — Net (loss) income $ (277 ) $ (11,978 ) $ 19,832 $ (7,854 ) $ (277 ) Comprehensive (loss) income $ (2,899 ) $ (12,421 ) $ 15,168 $ (2,747 ) $ (2,899 ) Condensed Consolidating Statement of Operations Quarter ended January 29, 2016 In thousands Parent Company Subsidiary Non-Guarantor Eliminations Consolidated Net sales $ — $ 263,598 $ 390,749 $ (128,047 ) $ 526,300 Cost of sales — 233,004 309,335 (104,083 ) 438,256 Product development, selling and administrative expenses 7,380 40,679 62,354 — 110,413 Restructuring expenses 395 20,016 6,248 — 26,659 Other income — (694 ) (3,247 ) — (3,941 ) Operating (loss) income (7,775 ) (29,407 ) 16,059 (23,964 ) (45,087 ) Intercompany items 15,148 (47,734 ) (6,071 ) 38,657 — Interest (expense) income, net (12,720 ) 235 369 — (12,116 ) (Loss) income before income taxes and equity in income of subsidiaries (5,347 ) (76,906 ) 10,357 14,693 (57,203 ) (Benefit) provision for income taxes (11,505 ) 412 (5,889 ) — (16,982 ) Equity in (loss) income of subsidiaries (46,379 ) 17,897 — 28,482 — Net (loss) income $ (40,221 ) $ (59,421 ) $ 16,246 $ 43,175 $ (40,221 ) Comprehensive loss $ (72,584 ) $ (60,701 ) $ (15,030 ) $ 75,731 $ (72,584 ) Condensed Consolidating Balance Sheet As of January 27, 2017 In thousands Parent Company Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 134,757 $ 63,715 $ 123,437 $ — $ 321,909 Accounts receivable, net — 174,912 473,377 (8,408 ) 639,881 Inventories — 381,306 522,410 (67,251 ) 836,465 Other current assets 64,567 6,203 62,235 — 133,005 Assets held for sale — 330 — — 330 Total current assets 199,324 626,466 1,181,459 (75,659 ) 1,931,590 Property, plant and equipment, net 17,904 207,293 421,979 (4,294 ) 642,882 Other assets: Other intangible assets, net — 176,195 40,886 — 217,081 Goodwill — 341,984 8,778 — 350,762 Deferred income taxes 123,068 — 56,471 — 179,539 Other non-current assets 2,321,894 2,374,734 4,276,573 (8,849,551 ) 123,650 Total other assets 2,444,962 2,892,913 4,382,708 (8,849,551 ) 871,032 Total assets $ 2,662,190 $ 3,726,672 $ 5,986,146 $ (8,929,504 ) $ 3,445,504 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term borrowings, including current portion of long-term obligations $ 37,057 $ — $ 5,949 $ — $ 43,006 Trade accounts payable 2,157 88,399 128,946 — 219,502 Employee compensation and benefits 10,311 17,361 44,860 — 72,532 Advance payments and progress billings — 120,733 133,984 (12,267 ) 242,450 Accrued warranties — 17,239 23,536 — 40,775 Other accrued liabilities 93,581 35,139 44,513 (5,576 ) 167,657 Total current liabilities 143,106 278,871 381,788 (17,843 ) 785,922 Long-term obligations 953,194 — 47 — 953,241 Other liabilities: Liabilities for postretirement benefits 14,249 — — — 14,249 Accrued pension costs 169,471 — — — 169,471 Other non-current liabilities (10,821 ) 9,537 129,214 — 127,930 Total other liabilities 172,899 9,537 129,214 — 311,650 Shareholders’ equity 1,392,991 3,438,264 5,475,097 (8,911,661 ) 1,394,691 Total liabilities and shareholders’ equity $ 2,662,190 $ 3,726,672 $ 5,986,146 $ (8,929,504 ) $ 3,445,504 Condensed Consolidating Balance Sheet, As Adjusted As of October 28, 2016 In thousands Parent Company Subsidiary Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 131,344 $ 21,476 $ 123,889 $ — $ 276,709 Accounts receivable, net 3 186,332 515,418 (17,795 ) 683,958 Inventories — 377,875 502,162 (65,216 ) 814,821 Other current assets 5,975 5,996 101,463 — 113,434 Assets held for sale — 3,703 — — 3,703 Total current assets 137,322 595,382 1,242,932 (83,011 ) 1,892,625 Property, plant and equipment, net 18,521 214,488 427,645 (4,409 ) 656,245 Other assets: Other intangible assets, net — 187,018 36,393 — 223,411 Goodwill — 341,984 8,859 — 350,843 Deferred income taxes 154,267 — 17,508 — 171,775 Other non-current assets 2,351,030 1,864,321 3,049,371 (7,136,321 ) 128,401 Total other assets 2,505,297 2,393,323 3,112,131 (7,136,321 ) 874,430 Total assets $ 2,661,140 $ 3,203,193 $ 4,782,708 $ (7,223,741 ) $ 3,423,300 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term borrowings, including current portion of long-term obligations $ 37,057 $ — $ 4,554 $ — $ 41,611 Trade accounts payable 4,013 80,848 151,926 — 236,787 Employee compensation and benefits 8,346 28,363 54,515 — 91,224 Advance payments and progress billings — 69,174 104,427 (480 ) 173,121 Accrued warranties — 16,909 23,878 — 40,787 Other accrued liabilities 87,958 38,376 67,801 (5,544 ) 188,591 Total current liabilities 137,374 233,670 407,101 (6,024 ) 772,121 Long-term obligations 962,251 — 40 — 962,291 Other liabilities: Liabilities for postretirement benefits 14,260 — — — 14,260 Accrued pension costs 175,120 — — — 175,120 Other non-current liabilities (9,571 ) 9,832 117,541 — 117,802 Total other liabilities 179,809 9,832 117,541 — 307,182 Shareholders’ equity 1,381,706 2,959,691 4,258,026 (7,217,717 ) 1,381,706 Total liabilities and shareholders’ equity $ 2,661,140 $ 3,203,193 $ 4,782,708 $ (7,223,741 ) $ 3,423,300 Condensed Consolidating Statement of Cash Flows Quarter ended January 27, 2017 In thousands Parent Company Non-Guarantor Consolidated Operating Activities: Net cash provided (used) by operating activities $ (1,267 ) $ (15,033 ) $ 57,773 $ 41,473 Investing Activities: Property, plant and equipment acquired (99 ) (1,273 ) (5,239 ) (6,611 ) Proceeds from sale of property, plant and equipment — 642 4,258 4,900 Net cash used by investing activities (99 ) (631 ) (981 ) (1,711 ) Financing Activities: Common stock issued 10,668 — — 10,668 Dividends paid (1,009 ) — — (1,009 ) Repayments of term loan (9,375 ) — — (9,375 ) Other financing activities, net 3,740 13 1,531 5,284 Net cash provided by financing activities 4,024 13 1,531 5,568 Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash — — (60 ) (60 ) Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 2,658 (15,651 ) 58,263 45,270 Cash, Cash Equivalents and Restricted Cash at Beginning of Period 132,099 79,367 66,753 278,219 Cash, Cash Equivalents and Restricted Cash at End of Period $ 134,757 $ 63,716 $ 125,016 $ 323,489 Condensed Consolidating Statement of Cash Flows Quarter ended January 29, 2016 In thousands Parent Company Subsidiary Consolidated Operating Activities: Net cash provided (used) by operating activities 86,203 (4,944 ) 27,330 108,589 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 ) Financing fees (1,011 ) — — (1,011 ) Other financing activities, net — — (1,507 ) (1,507 ) Net cash used by financing activities (65,295 ) — (1,507 ) (66,802 ) Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash — — (5,925 ) (5,925 ) Increase in Cash, Cash Equivalents and Restricted Cash 20,661 179 16,208 37,048 Cash, Cash Equivalents and Restricted Cash at Beginning of Period 581 2,008 100,296 102,885 Cash, Cash Equivalents and Restricted Cash at End of Period $ 21,242 $ 2,187 $ 116,504 $ 139,933 Subsidiary Guarantors for 2036 Notes The following tables present condensed consolidated financial information as of January 27, 2017 and October 28, 2016 and for the quarters ended January 27, 2017 and January 29, 2016 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 the Company's foreign subsidiaries and a number of small domestic subsidiaries (the "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. Condensed Consolidating Statement of Operations Quarter ended January 27, 2017 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Eliminations Consolidated Net sales $ — $ 259,530 $ 387,137 $ (148,898 ) $ 497,769 Cost of sales — 202,453 302,606 (115,951 ) 389,108 Product development, selling and administrative expenses 12,089 46,733 52,289 — 111,111 Restructuring expenses — 357 415 — 772 Other (income) expense — 620 (2,092 ) — (1,472 ) Operating (loss) income (12,089 ) 9,367 33,919 (32,947 ) (1,750 ) Intercompany items (14,809 ) (28,881 ) 4,007 39,683 — Interest (expense) income, net 12,522 707 (24,251 ) — (11,022 ) (Loss) income before income taxes and equity in income of subsidiaries (14,376 ) (18,807 ) 13,675 6,736 (12,772 ) (Benefit) provision for income taxes (10,370 ) 3,642 (5,767 ) — (12,495 ) Equity in income of subsidiaries 3,729 10,477 — (14,206 ) — Net (loss) income $ (277 ) $ (11,972 ) $ 19,442 $ (7,470 ) $ (277 ) Comprehensive (loss) income $ (2,899 ) $ (12,415 ) $ 14,778 $ (2,363 ) $ (2,899 ) 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 Balance Sheet As of January 27, 2017 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 134,757 $ 63,716 $ 123,436 $ — $ 321,909 Accounts receivable, net — 175,444 472,845 (8,408 ) 639,881 Inventories — 386,740 516,976 (67,251 ) 836,465 Other current assets 64,567 6,203 62,235 — 133,005 Assets held for sale — 330 — — 330 Total current assets 199,324 632,433 1,175,492 (75,659 ) 1,931,590 Property, plant and equipment, net 17,904 208,661 420,611 (4,294 ) 642,882 Other assets: Other intangible assets, net — 176,196 40,885 — 217,081 Goodwill — 341,984 8,778 — 350,762 Deferred income taxes 123,068 — 56,471 — 179,539 Other non-current assets 2,321,894 2,397,239 4,254,068 (8,849,551 ) 123,650 Total other assets 2,444,962 2,915,419 4,360,202 (8,849,551 ) 871,032 Total assets $ 2,662,190 $ 3,756,513 $ 5,956,305 $ (8,929,504 ) $ 3,445,504 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term borrowings, including current portion of long-term obligations $ 37,057 $ — $ 5,949 $ — $ 43,006 Trade accounts payable 2,157 88,413 128,932 — 219,502 Employee compensation and benefits 10,311 17,436 44,785 — 72,532 Advance payments and progress billings — 120,785 133,932 (12,267 ) 242,450 Accrued warranties — 17,239 23,536 — 40,775 Other accrued liabilities 93,581 35,144 44,508 (5,576 ) 167,657 Total current liabilities 143,106 279,017 381,642 (17,843 ) 785,922 Long-term obligations 953,194 — 47 — 953,241 Other liabilities: Liabilities for postretirement benefits 14,249 — — — 14,249 Accrued pension costs 169,471 — — — 169,471 Other non-current liabilities (10,821 ) 9,537 129,214 — 127,930 Total other liabilities 172,899 9,537 129,214 — 311,650 Shareholders’ equity 1,392,991 3,467,959 5,445,402 (8,911,661 ) 1,394,691 Total liabilities and shareholders’ equity $ 2,662,190 $ 3,756,513 $ 5,956,305 $ (8,929,504 ) $ 3,445,504 Condensed Consolidating Balance Sheet, As Adjusted As of October 28, 2016 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 131,344 $ 21,476 $ 123,889 $ — $ 276,709 Accounts receivable, net 3 186,332 515,418 (17,795 ) 683,958 Inventories — 377,875 502,162 (65,216 ) 814,821 Other current assets 5,975 5,996 101,463 — 113,434 Assets held for sale — 3,703 — — 3,703 Total current assets 137,322 595,382 1,242,932 (83,011 ) 1,892,625 Property, plant and equipment, net 18,521 214,488 427,645 (4,409 ) 656,245 Other assets: Other intangible assets, net — 187,018 36,393 — 223,411 Goodwill — 341,984 8,859 — 350,843 Deferred income taxes 154,267 — 17,508 — 171,775 Other non-current assets 2,351,030 1,864,321 3,049,371 (7,136,321 ) 128,401 Total other assets 2,505,297 2,393,323 3,112,131 (7,136,321 ) 874,430 Total assets $ 2,661,140 $ 3,203,193 $ 4,782,708 $ (7,223,741 ) $ 3,423,300 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Short-term borrowings, including current portion of long-term obligations $ 37,057 $ — $ 4,554 $ — $ 41,611 Trade accounts payable 4,013 80,848 151,926 — 236,787 Employee compensation and benefits 8,346 28,363 54,515 — 91,224 Advance payments and progress billings — 69,174 104,427 (480 ) 173,121 Accrued warranties — 16,909 23,878 — 40,787 Other accrued liabilities 87,958 38,376 67,801 (5,544 ) 188,591 Total current liabilities 137,374 233,670 407,101 (6,024 ) 772,121 Long-term obligations 962,251 — 40 — 962,291 Other liabilities: Liabilities for postretirement benefits 14,260 — — — 14,260 Accrued pension costs 175,120 — — — 175,120 Other non-current liabilities (9,571 ) 9,832 117,541 — 117,802 Total other liabilities 179,809 9,832 117,541 — 307,182 Shareholders’ equity 1,381,706 2,959,691 4,258,026 (7,217,717 ) 1,381,706 Total liabilities and shareholders’ equity $ 2,661,140 $ 3,203,193 $ 4,782,708 $ (7,223,741 ) $ 3,423,300 Condensed Consolidating Statement of Cash Flows Quarter ended January 27, 2017 In thousands Parent Company Supplemental Subsidiary Guarantors Supplemental Non-Guarantor Subsidiaries Consolidated Operating Activities: Net cash provided (used) by operating activities $ (1,267 ) $ (15,033 ) $ 57,773 $ 41,473 Investing Activities: Property, plant and equipment acquired (99 ) (1,273 ) (5,239 ) (6,611 ) Proceeds from sale of property, plant and equipment — 642 4,258 4,900 Net cash used by investing activities (99 ) (631 ) (981 ) (1,711 ) Financing Activities: Common stock issued 10,668 — — 10,668 Dividends paid (1,009 ) — — (1,009 ) Repayments of term loan (9,375 ) — — (9,375 ) Other financing activities, net 3,740 13 1,531 5,284 Net cash provided by financing activities 4,024 13 1,531 5,568 Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash — — (60 ) (60 ) Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 2,658 (15,651 ) 58,263 45,270 Cash, Cash Equivalents and Restricted Cash at Beginning of Period 132,099 79,367 66,753 278,219 Cash, Cash Equivalents and Restricted Cash at End of Period $ 134,757 $ 63,716 $ 125,016 $ 323,489 Condensed Consolidating Statement of Cash Flow 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 ) Financing fees (1,011 ) — — (1,011 ) Other financing activities, net — — (1,507 ) (1,507 ) Net cash used by financing activities (65,295 ) — (1,507 ) (66,802 ) Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash — — (5,925 ) (5,925 ) Increase in Cash, Cash Equivalents and Restricted Cash 20,661 559 15,828 37,048 Cash, Cash Equivalents and Restricted Cash at Beginning of Period 581 2,008 100,296 102,885 Cash, Cash Equivalents and Restricted Cash at End of Period $ 21,242 $ 2,567 $ 116,124 $ 139,933 |