Subsidiary Guarantors for 2036 Notes

3 Months Ended

Jan. 27, 2017

Supplemental Subsidiary Guarantors

Condensed Financial Statements, Captions [Line Items]

Subsidiary Guarantors for 2036 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 Guarantors			Non-Guarantor Subsidiaries			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			Subsidiary Guarantors		Non-Guarantor Subsidiaries		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 Guarantors		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			Subsidiary Guarantors			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 Flows Quarter ended January 29, 2016
In thousands	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			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