Subsidiary Guarantors for Credit Agreement, Term Loan and 2021 Notes

The following tables present condensed consolidated financial information as of July 31, 2015 and October 31, 2014 and for the quarters and nine months ended July 31, 2015 and August 1, 2014 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 ("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 Income Quarter ended July 31, 2015

In thousands	Parent Company			Supplemental Subsidiary Guarantors			Supplemental Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	430,840		$	611,006		$	(249,663	)	$	792,183
Cost of sales	—			320,352			448,222			(193,736		)	574,838
Product development, selling and administrative expenses	12,499			63,209			69,507			—			145,215
Other (income) expense	—			3,771			(5,005		)	—			(1,234		)
Operating income (loss)	(12,499		)	43,508			98,282			(55,927		)	73,364
Intercompany items	16,750			(30,145		)	(6,865		)	20,260			—
Interest (expense) income, net	(16,068		)	1,907			485			—			(13,676		)
Income (loss) before income taxes and equity in income of subsidiaries	(11,817		)	15,270			91,902			(35,667		)	59,688
Provision (benefit) for income taxes	(8,654		)	997			22,460			—			14,803
Equity in income of subsidiaries	48,048			21,602			—			(69,650		)	—
Net income	$	44,885		$	35,875		$	69,442		$	(105,317	)	$	44,885

Comprehensive income	$	13,863		$	37,066		$	32,532		$	(69,598	)	$	13,863

Condensed Consolidating Statement of Income Quarter ended August 1, 2014

In thousands	Parent Company			Supplemental Subsidiary Guarantors			Supplemental Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	520,247		$	564,148		$	(208,734	)	$	875,661
Cost of sales	—			378,457			414,784			(169,512		)	623,729
Product development, selling and administrative expenses	7,017			49,337			80,905			—			137,259
Other (income) expense	—			2,350			(6,968		)	—			(4,618		)
Operating income (loss)	(7,017		)	90,103			75,427			(39,222		)	119,291
Intercompany items	15,641			(14,897		)	(7,048		)	6,304			—
Interest (expense) income, net	(15,614		)	1,055			(338		)	—			(14,897		)
Income (loss) before income taxes and equity in income of subsidiaries	(6,990		)	76,261			68,041			(32,918		)	104,394
Provision (benefit) for income taxes	(5,923		)	32,720			6,329			(21		)	33,105
Equity in income of subsidiaries	72,356			25,017			—			(97,373		)	—
Net income	$	71,289		$	68,558		$	61,712		$	(130,270	)	$	71,289

Comprehensive income	$	81,683		$	68,652		$	81,173		$	(149,825	)	$	81,683

Condensed Consolidating Statement of Income Nine Months ended July 31, 2015


In thousands	Parent Company			Supplemental Subsidiary Guarantors			Supplemental Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,400,258		$	1,616,442		$	(710,121	)	$	2,306,579
Cost of sales	—			1,026,939			1,191,499			(543,451		)	1,674,987
Product development, selling and administrative expenses	36,503			185,949			222,119			—			444,571
Other (income) expense	68			12,872			(18,287		)	—			(5,347		)
Operating income (loss)	(36,571		)	174,498			221,111			(166,670		)	192,368
Intercompany items	50,106			(75,362		)	(35,306		)	60,562			—
Interest (expense) income, net	(47,449		)	5,242			2,302			—			(39,905		)
Income (loss) before income taxes and equity in income of subsidiaries	(33,914		)	104,378			188,107			(106,108		)	152,463
Provision (benefit) for income taxes	(2,739		)	25,502			22,508			—			45,271
Equity in income of subsidiaries	138,367			18,818			—			(157,185		)	—
Net income	$	107,192		$	97,694		$	165,599		$	(263,293	)	$	107,192

Comprehensive (loss) income	$	(10,567	)	$	98,570		$	32,065		$	(130,635	)	$	(10,567	)

Condensed Consolidating Statement of Income Nine Months ended August 1, 2014


In thousands	Parent Company			Supplemental Subsidiary Guarantors			Supplemental Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,495,659		$	1,803,084		$	(654,040	)	$	2,644,703
Cost of sales	—			1,108,173			1,308,371			(537,045		)	1,879,499
Product development, selling and administrative expenses	35,840			183,363			225,619			—			444,822
Other (income) expense	(473		)	8,890			(18,313		)	—			(9,896		)
Operating income (loss)	(35,367		)	195,233			287,407			(116,995		)	330,278
Intercompany items	48,422			(60,625		)	(19,053		)	31,256			—
Interest (expense) income, net	(47,495		)	4,595			335			—			(42,565		)
Income (loss) before income taxes and equity in income of subsidiaries	(34,440		)	139,203			268,689			(85,739		)	287,713
Provision (benefit) for income taxes	(15,855		)	89,828			19,639			—			93,612
Equity in income of subsidiaries	212,686			105,984			—			(318,670		)	—
Net income	$	194,101		$	155,359		$	249,050		$	(404,409	)	$	194,101

Comprehensive income	$	187,272		$	156,753		$	243,127		$	(399,880	)	$	187,272

Condensed Consolidating Balance Sheet As of July 31, 2015

In thousands	Parent Company		Supplemental Subsidiary Guarantors		Supplemental Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	25,138	$	1,972	$	113,790	$	—		$	140,900
Accounts receivable, net	—		245,241		600,477		(16,182		)	829,536
Inventories	—		561,454		721,493		(98,605		)	1,184,342
Other current assets	72,794		13,864		90,561		—			177,219
Total current assets	97,932		822,531		1,526,321		(114,787		)	2,331,997
Property, plant and equipment, net	22,152		328,549		529,465		(5,016		)	875,150
Other assets:
Other intangible assets, net	—		214,724		117,745		—			332,469
Goodwill	—		453,401		1,100,776		—			1,554,177
Deferred income taxes	2,841		—		71,691		—			74,532
Other non-current assets	4,095,114		1,978,193		2,569,176		(8,478,679		)	163,804
Total other assets	4,097,955		2,646,318		3,859,388		(8,478,679		)	2,124,982
Total assets	$	4,218,039	$	3,797,398	$	5,915,174	$	(8,598,482	)	$	5,332,129
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings, including current portion of long-term obligations	$	14,063	$	—	$	108	$	—		$	14,171
Trade accounts payable	2,273		139,552		189,013		—			330,838
Employee compensation and benefits	4,976		31,460		46,465		—			82,901
Advance payments and progress billings	—		100,564		212,375		(15,217		)	297,722
Accrued warranties	—		21,869		34,933		—			56,802
Other accrued liabilities	58,613		66,386		100,545		(13,104		)	212,440
Current liabilities of discontinued operations	—		11,582		—		—			11,582
Total current liabilities	79,925		371,413		583,439		(28,321		)	1,006,456
Long-term obligations	1,256,025		—		7		—			1,256,032
Other liabilities:
Liabilities for postretirement benefits	17,849		872		—		—			18,721
Accrued pension costs	117,596		8,659		9,025		—			135,280
Other non-current liabilities	2,377		7,343		161,653		—			171,373
Total other liabilities	137,822		16,874		170,678		—			325,374
Shareholders’ equity	2,744,267		3,409,111		5,161,050		(8,570,161		)	2,744,267
Total liabilities and shareholders’ equity	$	4,218,039	$	3,797,398	$	5,915,174	$	(8,598,482	)	$	5,332,129

Condensed Consolidating Balance Sheet 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	—			391,672		684,299		(16,262		)	1,059,709
Inventories	—			470,194		753,922		(115,808		)	1,108,308
Other current assets	87,945			9,520		82,671		15			180,151
Total current assets	142,819			887,815		1,719,780		(132,055		)	2,618,359
Property, plant and equipment, net	23,660			345,117		527,286		(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	159			—		70,022		—			70,181
Other non-current assets	4,191,771			2,106,760		2,640,582		(8,759,069		)	180,044
Total other assets	4,191,930			2,789,084		3,864,242		(8,759,069		)	2,086,187
Total assets	$	4,358,409		$	4,022,016	$	6,111,308	$	(8,894,747	)	$	5,596,986
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			214,603		178,208		—			395,945
Employee compensation and benefits	11,639			58,374		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	108,870			485,486		612,890		(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	132,448			7,529		4,402		—			144,379
Other non-current liabilities	(12,108		)	7,780		151,800		—			147,472
Total other liabilities	139,083			16,175		156,202		—			311,460
Shareholders’ equity	2,840,997			3,520,355		5,342,134		(8,862,489		)	2,840,997
Total liabilities and shareholders’ equity	$	4,358,409		$	4,022,016	$	6,111,308	$	(8,894,747	)	$	5,596,986

Condensed Consolidating Statement of Cash Flows Nine Months ended July 31, 2015

In thousands	Parent Company			Supplemental Subsidiary Guarantors			Supplemental Non-Guarantor Subsidiaries			Consolidated
Operating Activities:
Net cash provided by operating activities	$	76,032		$	14,392		$	78,290		$	168,714
Investing Activities:
Acquisition of businesses, net of cash acquired	—			—			(114,353		)	(114,353		)
Property, plant and equipment acquired	(141		)	(17,429		)	(40,251		)	(57,821		)
Proceeds from sale of property, plant and equipment	942			214			2,915			4,071
Other investing activities, net	(1,227		)	—			1,852			625
Net cash used by investing activities	(426		)	(17,215		)	(149,837		)	(167,478		)
Financing Activities:
Common stock issued	2,853			—			—			2,853
Dividends paid	(58,456		)	—			—			(58,456		)
Treasury stock purchased	(50,000		)	—			—			(50,000		)
Repayments of short-term debt				(11,634		)	89			(11,545		)
Other financing activities, net	261			—			—			261
Net cash (used) provided by financing activities	(105,342		)	(11,634		)	89			(116,887		)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			—			(13,640		)	(13,640		)
(Decrease) Increase in Cash and Cash Equivalents	(29,736		)	(14,457		)	(85,098		)	(129,291		)
Cash and Cash Equivalents at Beginning of Period	54,874			16,429			198,888			270,191
Cash and Cash Equivalents at End of Period	$	25,138		$	1,972		$	113,790		$	140,900

Condensed Consolidating Statement of Cash Flows Nine Months ended August 1, 2014

In thousands	Parent Company			Supplemental Subsidiary Guarantors			Supplemental Non-Guarantor Subsidiaries			Consolidated
Operating Activities:
Net cash provided (used) by operating activities of continuing operations	$	194,291		$	(4,062	)	$	108,092		$	298,321
Net cash used by operating activities of discontinued operations	—			(103		)	—			(103		)
Net cash provided (used) by operating activities	194,291			(4,165		)	108,092			298,218
Investing Activities:
Acquisition of businesses, net of cash acquired	—			—			(47,058		)	(47,058		)
Property, plant and equipment acquired	(3,969		)	(15,317		)	(49,782		)	(69,068		)
Proceeds from sale of property, plant and equipment	—			7,124			1,758			8,882
Other investing activities, net	(82		)	232			(239		)	(89		)
Net cash used by investing activities	(4,051		)	(7,961		)	(95,321		)	(107,333		)
Financing Activities:
Common stock issued	10,189			—			—			10,189
Dividends paid	(55,334		)	—			—			(55,334		)
Repayments of term loan	(37,500		)	—			—			(37,500		)
Treasury stock purchased	(194,336		)	—			—			(194,336		)
Repayments of short term debt										—
Other financing activities, net	(1,099		)	(1,212		)	(8,008		)	(10,319		)
Net cash used by financing activities	(278,080		)	(1,212		)	(8,008		)	(287,300		)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	—			—			(1,252		)	(1,252		)
(Decrease) Increase in Cash and Cash Equivalents	(87,840		)	(13,338		)	3,511			(97,667		)
Cash and Cash Equivalents at Beginning of Period	122,901			20,361			262,447			405,709
Cash and Cash Equivalents at End of Period	$	35,061		$	7,023		$	265,958		$	308,042