Subsidiary Guarantors

12 Months Ended

Oct. 26, 2012

Subsidiary Guarantors

21. Subsidiary Guarantors

The following tables present condensed consolidated financial information of continuing operations for fiscal years 2012, 2011, and 2010 for: (a) the Company; (b) on a combined basis, the guarantors of the Term Loan and Senior Notes issued in November 2006, which include the significant domestic operations of Joy Technologies Inc., P&H Mining Equipment Inc., N.E.S. Investment Co., Continental Crushing & Conveying Inc., LeTourneau Technologies, Inc., and certain immaterial wholly owned subsidiaries of LeTourneau Technologies, Inc. (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 wholly 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 Consolidated

Statement of Income

Fiscal Year Ended October 26, 2012

(In thousands)

	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	3,322,522		$	3,805,096		$	(1,466,729	)	$	5,660,889
Cost of sales		—			2,285,279			2,694,336			(1,195,813	)		3,783,802
Product development, selling and administrative expenses		69,012			335,205			332,559			—			736,776
Other (income) and expense		—			26,896			(59,144	)		—			(32,248	)
Operating income (loss)		(69,012	)		675,142			837,345			(270,916	)		1,172,559
Intercompany items		66,366			(53,331	)		(113,029	)		99,994			—
Interest income (expense) - net		(52,244	)		834			(16,018	)		—			(67,428	)
Reorganization items		—			—			—			—			—
Income (loss) from continuing operations before income taxes and equity		(54,890	)		622,645			708,298			(170,922	)		1,105,131
Provision (benefit) for income taxes		(65,450	)		309,207			94,113			—			337,870
Equity in income (loss) of subsidiaries		756,701			388,709			—			(1,145,410	)		—
Income from continuing operations		767,261			702,147			614,185			(1,316,332	)		767,261
Income from continuing operations attributable to non-controlling interest		(180	)		—			(180	)		180			(180	)
Income from continuing operations attributable to Joy Global Inc.	$	767,081		$	702,147		$	614,005		$	(1,316,152	)	$	767,081

Condensed Consolidated

Statement of Income

Fiscal Year Ended October 28, 2011

(In thousands)

	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	2,782,132		$	2,718,355		$	(1,096,581	)	$	4,403,906
Cost of sales		—			1,861,215			1,886,857			(850,467	)		2,897,605
Product development, selling and administrative expenses		65,239			290,044			246,727			—			602,010
Other (income) and expense		—			19,038			(34,748	)		(178	)		(15,888	)
Operating income (loss)		(65,239	)		611,835			619,519			(245,936	)		920,179
Intercompany items		46,179			(37,107	)		(123,156	)		114,084			—
Interest income (expense) - net		(35,487	)		2,285			8,891			—			(24,311	)
Reorganization items		(35	)		—			—			—			(35	)
Income (loss) from continuing operations before income taxes and equity		(54,582	)		577,013			505,254			(131,852	)		895,833
Provision (benefit) for income taxes		(66,365	)		240,118			91,078			—			264,831
Equity in income (loss) of subsidiaries		619,219			140,514			—			(759,733	)		—
Income from continuing operations	$	631,002		$	477,409		$	414,176		$	(891,585	)	$	631,002

Condensed Consolidated

Statement of Income

Fiscal Year Ended October 29, 2010

(In thousands)

	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	2,081,016		$	2,188,814		$	(745,496	)	$	3,524,334
Cost of sales		—			1,400,103			1,551,507			(600,902	)		2,350,708
Product development, selling and administrative expenses		42,776			237,392			200,468			—			480,636
Other (income) and expense		—			59,799			(63,912	)		—			(4,113	)
Operating income (loss)		(42,776	)		383,722			500,751			(144,594	)		697,103
Intercompany items		41,121			(59,151	)		(73,731	)		91,761			—
Interest income (expense) - net		(28,209	)		3,197			8,243			—			(16,769	)
Reorganization items		(1,310	)		—			—			—			(1,310	)
Income (loss) from operations before income taxes and equity		(31,174	)		327,768			435,263			(52,833	)		679,024
Provision (benefit) for income taxes		(25,294	)		173,403			69,416			—			217,525
Equity in income (loss) of subsidiaries		467,379			139,231			—			(606,610	)		—
Income from continuing operations	$	461,499		$	293,596		$	365,847		$	(659,443	)	$	461,499

Condensed Consolidating Balance Sheets:

As of October 26, 2012

(In thousands)

	Parent Company			Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets	$	97,443		$	1,145,051	$	2,134,636	$	(221,053	)	$	3,156,077
Property, plant and equipment - net		12,515			378,274		442,073		—			832,862
Intangible assets - net		—			818,435		1,153,147		—			1,971,582
Other assets		4,178,760			2,528,849		1,803,046		(8,328,673	)		181,982
Total assets	$	4,288,718		$	4,870,609	$	5,532,902	$	(8,549,726	)	$	6,142,503
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	106,207		$	750,884	$	1,005,205	$	(81,479	)	$	1,780,817
Long-term debt		1,305,413			1,212		—		—			1,306,625
Accrued pension costs		322,310			6,589		6,914		—			335,813
Other non-current liabilities		(22,401	)		10,205		154,255		—			142,059
Shareholders’ equity		2,577,189			4,101,719		4,366,528		(8,468,247	)		2,577,189
Total liabilities and shareholders’ equity	$	4,288,718		$	4,870,609	$	5,532,902	$	(8,549,726	)	$	6,142,503

As of October 28, 2011

(In thousands)

	Parent Company		Subsidiary Guarantors		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets	$	1,053,875	$	1,224,326	$	1,508,026	$	(222,220	)	$	3,564,007
Property, plant and equipment - net		1,530		324,505		213,536		—			539,571
Intangible assets-net		—		792,972		20,947		—			813,919
Other assets		2,632,946		1,966,826		1,182,149		(5,273,064	)		508,857
Total assets	$	3,688,351	$	4,308,629	$	2,924,658	$	(5,495,284	)	$	5,426,354
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	$	61,269	$	909,006	$	854,915	$	(100,619	)	$	1,724,571
Long-term debt		1,354,704		1,638		70		—			1,356,412
Accrued pension costs		318,173		6,950		7,329		—			332,452
Other non-current liabilities		2,410		9,373		49,341		—			61,124
Shareholders’ equity		1,951,795		3,381,662		2,013,003		(5,394,665	)		1,951,795
Total liabilities and shareholders’ equity	$	3,688,351	$	4,308,629	$	2,924,658	$	(5,495,284	)	$	5,426,354

Condensed Consolidating Statement of Cash Flows:

Year Ended October 26, 2012

(In thousands)

	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Net cash provided by operating activities - continuing operations	$	145,654		$	156,044		$	162,217		$	463,915
Net cash used by operating activities - discontinued operations		—			—			(21,054	)		(21,054	)
Net cash provided by operating activities		145,654			156,044			141,163			442,861
Investing Activities
Acquisition of businesses , net of cash acquired		(1,028,829	)		—			72,912			(955,917	)
Withdrawal of cash held in escrow		866,000			—			—			866,000
Other		(2,429	)		(165,164	)		(120,819	)		(288,412	)
Net cash used by investing activities - continuing operations		(165,258	)		(165,164	)		(47,907	)		(378,329	)
Net cash used by investing activities - discontinuing operations		—			—			—			—
Net cash used by investing activities		(165,258	)		(165,164	)		(47,907	)		(378,329	)
Net cash used by financing activities - continuing operations		(77,118	)		(404	)		(4,087	)		(81,609	)
Net cash used by financing activities - discontinuing operations		—			—			—			—
Net cash used by financing activities		(77,118	)		(404	)		(4,087	)		(81,609	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(7,371	)		(7,371	)
Increase (decrease) in cash and cash equivalents		(96,722	)		(9,524	)		81,798			(24,448	)
Cash and cash equivalents at beginning of period		100,181			16,152			171,988			288,321
Cash and cash equivalents at end of period	$	3,459		$	6,628		$	253,786		$	263,873

Year Ended October 28, 2011

(In thousands)

	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Net cash provided (used) by operating activities - continuing operations	$	982,185		$	(313,821	)	$	(168,638	)	$	499,726
Net cash provided by operating activities - discontinued operations		—			—			4,967			4,967
Net cash provided (used) by operating activities		982,185			(313,821	)		(163,671	)		504,693
Investing Activities
Investment in IMM		(376,724	)		—			—			(376,724	)
Acquisition of businesses , net of cash acquired		(1,048,908	)		—			—			(1,048,908	)
Proceeds from sale of LeTourneau Technologies Drilling Systems , Inc.		—			375,000			—			375,000
Deposits of cash into escrow		(866,000	)		—			—			(866,000	)
Other		(1,173	)		(63,330	)		(40,742	)		(105,245	)
Net cash provided (used) by investing activities - continuing operations		(2,292,805	)		311,670			(40,742	)		(2,021,877	)
Net cash provided by investing activities - discontinuing operations		—			—			—			—
Net cash provided (used) by investing activities		(2,292,805	)		311,670			(40,742	)		(2,021,877	)
Financing Activities
Share-based payment awards		68,323			—			—			68,323
Dividends paid		(73,262	)		—			—			(73,262	)
Issuance of senior notes		495,755			—			—			495,755
Borrowings under term loan		500,000			—			—			500,000
Changes in short and long-term obligations , net		(6,250	)		2,041			3,169			(1,040	)
Financing fees		(13,060	)		—			—			(13,060	)
Net cash provided by financing activities - continuing operations		971,506			2,041			3,169			976,716
Net cash provided by financing activities - discontinuing operations		—			—			—			—
Net cash provided by financing activities		971,506			2,041			3,169			976,716
Effect of exchange rate changes on cash and cash equivalents		—			—			13,208			13,208
Increase (decrease) in cash and cash equivalents		(339,114	)		(110	)		(188,036	)		(527,260	)
Cash and cash equivalents at beginning of period		439,295			16,262			360,024			815,581
Cash and cash equivalents at end of period	$	100,181		$	16,152		$	171,988		$	288,321

Year Ended October 29, 2010

(In thousands)

	Parent Company			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated
Net cash provided (used) by operating activities	$	477,426		$	36,453		$	69,610		$	583,489
Net cash provided (used) by investing activities		(1,099	)		(39,086	)		(34,730	)		(74,915	)
Net cash provided (used) by financing activities		(183,255	)		(135	)		(1,666	)		(185,056	)
Effect of exchange rate changes on cash and cash equivalents		—			—			20,378			20,378
Increase (decrease) in cash and cash equivalents		293,072			(2,768	)		53,592			343,896
Cash and cash equivalents at beginning of period		146,223			19,030			306,432			471,685
Cash and cash equivalents at end of period	$	439,295		$	16,262		$	360,024		$	815,581