Subsidiary Guarantors

The following tables present condensed consolidated financial information as of May 2, 2014 and October 25, 2013 and for the quarters and six months ended May 2, 2014 and April 26, 2013 for: (a) the Company; (b) on a combined basis, the guarantors of the Term Loan and of the 2016 Notes and 2036 Notes issued in November 2006, which include the significant domestic operations of 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 “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 “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 Income Quarter ended May 2, 2014

In thousands	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	500,309		$	630,602		$	(201,181	)	$	929,730
Cost of sales	—			370,922			443,475			(162,805		)	651,592
Product development, selling and administrative expenses	14,154			66,670			73,710			—			154,534
Other (income) expense	—			4,203			(6,341		)	—			(2,138		)
Operating income (loss)	(14,154		)	58,514			119,758			(38,376		)	125,742
Intercompany items	15,503			(25,742		)	(2,934		)	13,173			—
Interest (expense) income, net	(15,836		)	1,711			277			—			(13,848		)
Income (loss) from continuing operations before income taxes and equity in income of subsidiaries	(14,487		)	34,483			117,101			(25,203		)	111,894
Provision (benefit) for income taxes	(4,878		)	29,852			12,948			21			37,943
Equity in income of subsidiaries	83,560			47,954			—			(131,514		)	—
Income from continuing operations	$	73,951		$	52,585		$	104,153		$	(156,738	)	$	73,951

Comprehensive income	$	103,186		$	52,820		$	128,297		$	(181,117	)	$	103,186

Condensed Consolidating Statement of Income Quarter ended April 26, 2013

In thousands	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	816,797		$	898,483		$	(354,845	)	$	1,360,435
Cost of sales	—			578,803			622,410			(292,034		)	909,179
Product development, selling and administrative expenses	16,608			79,826			76,519			—			172,953
Other (income) expense	—			6,785			(7,115		)	—			(330		)
Operating income (loss)	(16,608		)	151,383			206,669			(62,811		)	278,633
Intercompany items	26,889			(23,967		)	(26,876		)	23,954			—
Interest (expense) income, net	(10,355		)	477			(5,307		)	—			(15,185		)
Income (loss) from continuing operations before income taxes and equity in income of subsidiaries	(74		)	127,893			174,486			(38,857		)	263,448
Provision (benefit) for income taxes	(11,361		)	66,819			26,211			—			81,669
Equity in income of subsidiaries	170,492			106,652			—			(277,144		)	—
Income from continuing operations	$	181,779		$	167,726		$	148,275		$	(316,001	)	$	181,779

Comprehensive income	$	169,969		$	165,839		$	134,239		$	(300,078	)	$	169,969

Condensed Consolidating Statement of Income Six months ended May 2, 2014


In thousands	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	980,981		$	1,233,367		$	(445,306	)	$	1,769,042
Cost of sales	—			733,989			889,314			(367,533		)	1,255,770
Product development, selling and administrative expenses	28,823			134,505			144,235			—			307,563
Other (income) expense	(473		)	6,152			(10,957		)	—			(5,278		)
Operating income (loss)	(28,350		)	106,335			210,775			(77,773		)	210,987
Intercompany items	32,781			(45,728		)	(12,005		)	24,952			—
Interest (expense) income, net	(31,881		)	3,596			617			—			(27,668		)
Income (loss) from continuing operations before income taxes and equity in income of subsidiaries	(27,450		)	64,203			199,387			(52,821		)	183,319
Provision (benefit) for income taxes	(9,932		)	56,220			14,198			21			60,507
Equity in income of subsidiaries	140,330			80,967			—			(221,297		)	—
Income from continuing operations	$	122,812		$	88,950		$	185,189		$	(274,139	)	$	122,812

Comprehensive income	$	105,589		$	87,650		$	161,629		$	(249,279	)	$	105,589

Condensed Consolidating Statement of Income Six months ended April 26, 2013


In thousands	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,417,753		$	1,776,004		$	(683,445	)	$	2,510,312
Cost of sales	—			989,446			1,243,530			(550,648		)	1,682,328
Product development, selling and administrative expenses	29,410			153,943			146,881			—			330,234
Other (income) expense	—			15,961			(17,996		)	—			(2,035		)
Operating income (loss)	(29,410		)	258,403			403,589			(132,797		)	499,785
Intercompany items	58,009			(43,815		)	(62,533		)	48,339			—
Interest (expense) income, net	(32,925		)	574			2,013			—			(30,338		)
Income (loss) from continuing operations before income taxes and equity in income of subsidiaries	(4,326		)	215,162			343,069			(84,458		)	469,447
Provision (benefit) for income taxes	(20,637		)	123,865			42,301			—			145,529
Equity in income of subsidiaries	307,607			196,610			—			(504,217		)	—
Income from continuing operations	$	323,918		$	287,907		$	300,768		$	(588,675	)	$	323,918

Comprehensive income	$	315,336		$	284,297		$	283,239		$	(567,536	)	$	315,336

Condensed Consolidating Balance Sheet As of May 2, 2014

In thousands	Parent Company			Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	111,157		$	9,456	$	265,177	$	—		$	385,790
Accounts receivable, net	—			367,991		565,940		(16,429		)	917,502
Inventories	—			474,587		761,425		(107,121		)	1,128,891
Other current assets	70,414			8,767		122,642		15			201,838
Total current assets	181,571			860,801		1,715,184		(123,535		)	2,634,021
Property, plant and equipment, net	18,623			360,075		514,951		—			893,649
Other assets:
Other intangible assets, net	—			238,623		84,078		—			322,701
Goodwill	—			453,375		1,039,314		—			1,492,689
Deferred income taxes	(30,530		)	—		70,276		—			39,746
Other non-current assets	4,113,371			1,925,690		2,681,037		(8,525,170		)	194,928
Total other assets	4,082,841			2,617,688		3,874,705		(8,525,170		)	2,050,064
Total assets	$	4,283,035		$	3,838,564	$	6,104,840	$	(8,648,705	)	$	5,577,734
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term notes payable, including current portion of long-term obligations	$	50,000		$	—	$	8,089	$	—		$	58,089
Trade accounts payable	967			176,382		157,970		—			335,319
Employee compensation and benefits	8,857			53,288		49,568		—			111,713
Advance payments and progress billings	—			137,598		285,484		(19,564		)	403,518
Accrued warranties	—			24,339		49,263		—			73,602
Other accrued liabilities	43,548			48,943		140,852		(7,390		)	225,953
Current liabilities of discontinued operations	—			11,684		—		—			11,684
Total current liabilities	103,372			452,234		691,226		(26,954		)	1,219,878
Long-term obligations	1,231,556			—		16		—			1,231,572
Other liabilities:
Liabilities for postretirement benefits	19,091			853		—		—			19,944
Accrued pension costs	126,575			5,361		7,260		—			139,196
Other non-current liabilities	(12,375		)	8,084		156,619		—			152,328
Total other liabilities	133,291			14,298		163,879		—			311,468
Shareholders’ equity	2,814,816			3,372,032		5,249,719		(8,621,751		)	2,814,816
Total liabilities and shareholders’ equity	$	4,283,035		$	3,838,564	$	6,104,840	$	(8,648,705	)	$	5,577,734

Condensed Consolidating Balance Sheet As of October 25, 2013

In thousands	Parent Company			Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	122,901		$	20,361	$	262,447	$	—		$	405,709
Accounts receivable, net	—			410,928		679,183		(6,448		)	1,083,663
Inventories	—			456,345		813,182		(129,783		)	1,139,744
Other current assets	68,792			16,957		107,564		15			193,328
Total current assets	191,693			904,591		1,862,376		(136,216		)	2,822,444
Property, plant and equipment, net	18,081			375,026		519,535		—			912,642
Other assets:
Other intangible assets, net	—			247,200		84,612		—			331,812
Goodwill	—			454,199		1,026,320		—			1,480,519
Deferred income taxes	(49,393		)	—		90,925		—			41,532
Other non-current assets	4,168,916			2,065,239		3,968,205		(10,001,727		)	200,633
Total other assets	4,119,523			2,766,638		5,170,062		(10,001,727		)	2,054,496
Total assets	$	4,329,297		$	4,046,255	$	7,551,973	$	(10,137,943	)	$	5,789,582
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term notes payable, including current portion of long-term obligations	$	50,000		$	449	$	8,220	$	—		$	58,669
Trade accounts payable	2,565			165,691		219,863		—			388,119
Employee compensation and benefits	10,080			52,260		68,215		—			130,555
Advance payments and progress billings	—			144,853		269,628		(14,713		)	399,768
Accrued warranties	—			30,111		55,621		—			85,732
Other accrued liabilities	24,545			54,285		211,074		(3,841		)	286,063
Current liabilities of discontinued operations	—			11,684		—		—			11,684
Total current liabilities	87,190			459,333		832,621		(18,554		)	1,360,590
Long-term obligations	1,256,164			763		—		—			1,256,927
Other liabilities:
Liabilities for postretirement benefits	19,881			842		—		—			20,723
Accrued pension costs	136,886			5,685		7,234		—			149,805
Other non-current liabilities	(29,193		)	7,851		164,510		—			143,168
Total other liabilities	127,574			14,378		171,744		—			313,696
Shareholders’ equity	2,858,369			3,571,781		6,547,608		(10,119,389		)	2,858,369
Total liabilities and shareholders’ equity	$	4,329,297		$	4,046,255	$	7,551,973	$	(10,137,943	)	$	5,789,582

Condensed Consolidating Statement of Cash Flows Six months ended May 2, 2014

In thousands	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Operating Activities:
Net cash provided by operating activities of continuing operations	$	174,009		$	56		$	32,610		$	206,675
Net cash used by operating activities of discontinued operations	—			(115		)	—			(115		)
Net cash provided (used) by operating activities	174,009			(59		)	32,610			206,560
Investing Activities:
Property, plant and equipment acquired	(1,958		)	(12,344		)	(30,002		)	(44,304		)
Proceeds from sale of property, plant and equipment	—			2,710			1,495			4,205
Other investing activities, net	(66		)	—			—			(66		)
Net cash used by investing activities	(2,024		)	(9,634		)	(28,507		)	(40,165		)
Financing Activities:
Common stock issued	6,581			—			—			6,581
Excess tax expense from share-based compensation awards	(432		)	—			—			(432		)
Dividends paid	(35,374		)	—			—			(35,374		)
Repayments of term loan	(25,000		)	—			—			(25,000		)
Change in short and long-term obligations, net	—			(1,212		)	(50		)	(1,262		)
Treasury stock purchased	(129,504		)	—			—			(129,504		)
Net cash used by financing activities	(183,729		)	(1,212		)	(50		)	(184,991		)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			—			(1,323		)	(1,323		)
(Decrease) Increase in Cash and Cash Equivalents	(11,744		)	(10,905		)	2,730			(19,919		)
Cash and Cash Equivalents at Beginning of Period	122,901			20,361			262,447			405,709
Cash and Cash Equivalents at End of Period	$	111,157		$	9,456		$	265,177		$	385,790

Condensed Consolidating Statement of Cash Flows Six months ended April 26, 2013

In thousands	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Operating Activities:
Net cash provided by operating activities of continuing operations	$	26,790		$	20,072		$	46,413		$	93,275
Net cash used by operating activities of discontinued operations	—			(2,372		)	—			(2,372		)
Net cash provided by operating activities	26,790			17,700			46,413			90,903
Investing Activities:
Property, plant and equipment acquired	(2,808		)	(21,815		)	(62,378		)	(87,001		)
Proceeds from sale of property, plant and equipment	—			1,421			766			2,187
Other investing activities, net	(70		)	—			—			(70		)
Net cash used by investing activities	(2,878		)	(20,394		)	(61,612		)	(84,884		)
Financing Activities:
Common stock issued	5,227			—			—			5,227
Excess tax benefit from share-based compensation awards	1,701			—			—			1,701
Dividends paid	(37,130		)	—			—			(37,130		)
Repayments of term loan	(25,000		)	—			—			(25,000		)
Change in short and long-term obligations, net	28,000			(209		)	(5,575		)	22,216
Net cash used by financing activities	(27,202		)	(209		)	(5,575		)	(32,986		)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			—			(2,031		)	(2,031		)
Decrease in Cash and Cash Equivalents	(3,290		)	(2,903		)	(22,805		)	(28,998		)
Cash and Cash Equivalents at Beginning of Period	3,459			6,628			253,786			263,873
Cash and Cash Equivalents at End of Period	$	169		$	3,725		$	230,981		$	234,875