Joy Global Inc.
JOY GLOBAL INC (Form: 10-Q, Received: 06/06/2014 11:22:30)
Table of Contents

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________ 
FORM 10-Q
____________________________________________ 
(MARK ONE)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED May 2, 2014
OR  
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD from                      to                      
Commission File number 001-09299
____________________________________________  
JOY GLOBAL INC.
(Exact Name of Registrant as Specified in Its Charter)
 ____________________________________________
Delaware
39-1566457
(State of Incorporation)
(I.R.S. Employer Identification No.)
100 East Wisconsin Ave, Suite 2780
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip Code)
(414) 319-8500
(Registrant’s Telephone Number, Including Area Code)
____________________________________________ 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files.)    Yes   ý     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer or a smaller reporting company. See definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
LARGE ACCELERATED FILER
ý
 
ACCELERATED FILER
¨
 
 
 
 
 
NON-ACCELERATED FILER
¨
 
SMALLER REPORTING COMPANY
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   ý
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
Class
 
May 30, 2014
Common Stock, $1 par value
 
99,911,156
 
 
 
 
 



Table of Contents

JOY GLOBAL INC.
FORM 10-Q INDEX
May 2, 2014
 
PAGE NO.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





Table of Contents

Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results and the assumptions on which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are identified by forward-looking terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “indicate,” “intend,” “may be,” “objective,” “plan,” “potential,” “predict,” “should,” “will be,” and similar expressions. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from any forward-looking statement. In addition, certain market outlook information and other market statistical data contained herein is based on third party sources that we cannot independently verify, but that we believe to be reliable. Important factors that could cause our actual results to differ materially from the results anticipated by the forward-looking statements include general economic and industry conditions in the markets in which we operate, risks associated with conducting business in foreign countries, risks associated with acquisitions and the risks discussed in Item 1A, Risk Factors , of our Annual Report on Form 10-K for our fiscal year ended October 25, 2013 and in other filings that we make with the U.S. Securities and Exchange Commission (the "SEC"). Any or all of these factors could cause our results of operations, financial condition or liquidity for future periods to differ materially from those expressed in or implied by any forward-looking statement. Furthermore, there may be other factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date on which such statements are made or to reflect the occurrence of unanticipated events, except as required by law.



Table of Contents

PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
JOY GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
 
 
Quarter Ended
 
Six Months Ended
 
May 2,
2014
 
April 26,
2013
 
May 2,
2014
 
April 26,
2013
Net sales
$
929,730

 
$
1,360,435

 
$
1,769,042

 
$
2,510,312

Cost of sales
651,592

 
909,179

 
1,255,770

 
1,682,328

Product development, selling and administrative expenses
154,534

 
172,953

 
307,563

 
330,234

Other income
(2,138
)
 
(330
)
 
(5,278
)
 
(2,035
)
Operating income
125,742

 
278,633

 
210,987

 
499,785

Interest income
2,293

 
1,843

 
4,876

 
3,644

Interest expense
(16,141
)
 
(17,028
)
 
(32,544
)
 
(33,982
)
Income from continuing operations before income taxes
111,894

 
263,448

 
183,319

 
469,447

Provision for income taxes
37,943

 
81,669

 
60,507

 
145,529

Income from continuing operations
73,951

 
181,779

 
122,812

 
323,918

Loss from discontinued operations, net of income taxes

 
(223
)
 

 
(225
)
Net income
$
73,951

 
$
181,556

 
$
122,812

 
$
323,693

Basic earnings per share:
 
 
 
 
 
 
 
Income from continuing operations
$
0.74

 
$
1.71

 
$
1.22

 
$
3.05

Loss from discontinued operations

 

 

 

Net income
$
0.74

 
$
1.71

 
$
1.22

 
$
3.05

Diluted earnings per share:
 
 
 
 
 
 
 
Income from continuing operations
$
0.73

 
$
1.69

 
$
1.20

 
$
3.02

Loss from discontinued operations

 

 

 

Net income
$
0.73

 
$
1.69

 
$
1.20

 
$
3.02

Dividends per share
$
0.175

 
$
0.175

 
$
0.35

 
$
0.35

Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
100,346

 
106,426

 
101,071

 
106,334

Diluted
101,203

 
107,413

 
101,935

 
107,325

See Notes to Condensed Consolidated Financial Statements.

3

Table of Contents

JOY GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
 
 
Quarter Ended
 
May 2,
2014
 
April 26,
2013
Net income
$
73,951

 
$
181,556

Other comprehensive income (loss):
 
 
 
Change in unrecognized pension and other postretirement obligations, net of taxes of $1,605 and $1,742
3,731

 
2,885

Derivative instrument fair market value adjustment, net of tax benefits of $1,124 and $1,265
(2,796
)
 
(2,204
)
Foreign currency translation adjustment
28,300

 
(12,268
)
Total other comprehensive income (loss), net of taxes
29,235

 
(11,587
)
Comprehensive income
$
103,186

 
$
169,969


 
Six Months Ended
 
May 2,
2014
 
April 26,
2013
Net income
$
122,812

 
$
323,693

Other comprehensive loss:
 
 
 
Change in unrecognized pension and other postretirement obligations, net of taxes of $3,229 and $4,675
7,535

 
9,777

Derivative instrument fair market value adjustment, net of tax benefits of $102 and $2,793
(286
)
 
(5,206
)
Foreign currency translation adjustment
(24,472
)
 
(12,928
)
Total other comprehensive loss, net of taxes
(17,223
)
 
(8,357
)
Comprehensive income
$
105,589

 
$
315,336


See Notes to Condensed Consolidated Financial Statements.


4

Table of Contents

JOY GLOBAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
 
 
May 2,
2014
 
October 25,
2013
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
385,790

 
$
405,709

Accounts receivable, net
917,502

 
1,083,663

Inventories
1,128,891

 
1,139,744

Other current assets
201,838

 
193,328

Total current assets
2,634,021

 
2,822,444

Property, plant and equipment, net
893,649

 
912,642

Other assets:
 
 
 
Other intangible assets, net
322,701

 
331,812

Goodwill
1,492,689

 
1,480,519

Deferred income taxes
39,746

 
41,532

Other non-current assets
194,928

 
200,633

Total other assets
2,050,064

 
2,054,496

Total assets
$
5,577,734

 
$
5,789,582

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Short-term notes payable, including current portion of long-term obligations
$
58,089

 
$
58,669

Trade accounts payable
335,319

 
388,119

Employee compensation and benefits
111,713

 
130,555

Advance payments and progress billings
403,518

 
399,768

Accrued warranties
73,602

 
85,732

Other accrued liabilities
225,953

 
286,063

Current liabilities of discontinued operations
11,684

 
11,684

Total current liabilities
1,219,878

 
1,360,590

Long-term obligations
1,231,572

 
1,256,927

Other liabilities:
 
 
 
Liabilities for postretirement benefits
19,944

 
20,723

Accrued pension costs
139,196

 
149,805

Other non-current liabilities
152,328

 
143,168

Total other liabilities
311,468

 
313,696

Shareholders’ equity
2,814,816

 
2,858,369

Total liabilities and shareholders’ equity
$
5,577,734

 
$
5,789,582

See Notes to Condensed Consolidated Financial Statements.

5

Table of Contents

JOY GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 
Six Months Ended
 
May 2,
2014
 
April 26,
2013
Operating Activities:
 
 
 
Net income
$
122,812

 
$
323,693

Loss from discontinued operations

 
225

Adjustments to continuing operations:
 
 
 
Depreciation and amortization
64,837

 
48,873

Changes in deferred income taxes
(6,697
)
 
8,651

Contributions to defined benefit employee pension plans
(4,353
)
 
(92,223
)
Defined benefit employee pension plan expense
3,089

 
8,368

Share-based compensation expense
13,164

 
18,333

Excess tax expense (benefit) from share-based compensation awards
432

 
(1,701
)
Changes in long-term receivables
6,622

 
(26,985
)
Other adjustments to continuing operations, net
485

 
2,706

Changes in working capital items attributed to continuing operations:
 
 
 
Accounts receivable, net
166,177

 
7,705

Inventories
(15,577
)
 
24,908

Other current assets
(10,150
)
 
(14,559
)
Trade accounts payable
(45,992
)
 
(14,239
)
Employee compensation and benefits
(17,433
)
 
(48,034
)
Advance payments and progress billings
9,182

 
(74,157
)
Accrued warranties
(12,543
)
 
(15,939
)
Other accrued liabilities
(67,380
)
 
(62,350
)
Net cash provided by operating activities of continuing operations
206,675

 
93,275

Net cash used by operating activities of discontinued operations
(115
)
 
(2,372
)
Net cash provided by operating activities
206,560

 
90,903

Investing Activities:
 
 
 
Property, plant and equipment acquired
(44,304
)
 
(87,001
)
Proceeds from sale of property, plant and equipment
4,205

 
2,187

Other investing activities, net
(66
)
 
(70
)
Net cash used by investing activities
(40,165
)
 
(84,884
)
Financing Activities:
 
 
 
Common stock issued
6,581

 
5,227

Excess tax (expense) benefit from share-based compensation awards
(432
)
 
1,701

Dividends paid
(35,374
)
 
(37,130
)
Repayments of term loan
(25,000
)
 
(25,000
)
Changes in short and other long-term obligations, net
(1,262
)
 
22,216

Treasury stock purchased
(129,504
)
 

Net cash used by financing activities
(184,991
)
 
(32,986
)
Effect of Exchange Rate Changes on Cash and Cash Equivalents
(1,323
)
 
(2,031
)
Decrease in Cash and Cash Equivalents
(19,919
)
 
(28,998
)
Cash and Cash Equivalents at Beginning of Period
405,709

 
263,873

Cash and Cash Equivalents at End of Period
$
385,790

 
$
234,875


See Notes to Condensed Consolidated Financial Statements.

6

Table of Contents

JOY GLOBAL INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.
Description of Business
Joy Global Inc. (the “Company”) is a leading manufacturer and servicer of high-productivity mining equipment for the extraction of coal and other minerals and ores. We manufacture and market original equipment and parts and perform services for both underground and surface mining and certain industrial applications. Our equipment is used in major mining regions throughout the world to mine coal, copper, iron ore, oil sands, gold and other minerals. We operate in two business segments: Underground Mining Machinery ("Underground") and Surface Mining Equipment ("Surface"). We are a major manufacturer of underground mining machinery for the extraction of coal and other bedded minerals and offer comprehensive service locations near major mining regions worldwide. We are also a major producer of surface mining equipment for the extraction of ores and minerals and we provide extensive operational support for many types of equipment used in surface mining. Our principal manufacturing facilities are located in the United States, including facilities in Pennsylvania, Wisconsin, Texas and Alabama, and internationally, including facilities in China, the United Kingdom, South Africa and Australia.

2.
Basis of Presentation
The Condensed Consolidated Financial Statements presented in this Quarterly Report on Form 10-Q are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to SEC rules and regulations. In our opinion, all adjustments necessary for the fair presentation on a going concern basis of the results of operations, cash flows and financial position for all periods presented have been made. All such adjustments made are of a normal recurring nature. The preparation of the financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts could differ from the estimates.
These financial statements should be read in conjunction with the financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended October 25, 2013 . The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

3.
Inventories
Consolidated inventories consist of the following:
 
In thousands
May 2,
2014
 
October 25,
2013
Finished goods
$
836,089

 
$
838,052

Work in process
223,884

 
233,303

Raw materials
68,918

 
68,389

Total inventories
$
1,128,891

 
$
1,139,744

Finished goods include finished components and parts in addition to any finished equipment.

4.
Warranties
We provide for the estimated costs that may be incurred under product warranties to remedy deficiencies of quality or performance of our products. Warranty costs are accrued at the time revenue is recognized. These product warranties extend over either a specified period of time, units of production or machine hours depending on the product subject to the warranty. We accrue a provision for estimated future warranty costs based on the historical relationship of warranty costs to sales. We periodically review the adequacy of the accrual for product warranties and adjust the warranty percentage and accrued warranty reserve for actual experience as necessary.
The following table reconciles the changes in the product warranty reserve:

7


 
Quarter Ended
 
Six Months Ended
In thousands
May 2,
2014
 
April 26,
2013
 
May 2,
2014
 
April 26,
2013
Balance, beginning of period
$
77,804

 
$
87,427

 
$
85,732

 
$
100,646

Accrual for warranty expensed during the period
9,297

 
12,442

 
16,663

 
24,921

Settlements made during the period
(14,235
)
 
(15,455
)
 
(29,176
)
 
(40,708
)
Effect of foreign currency translation
736

 
(723
)
 
383

 
(1,168
)
Balance, end of period
$
73,602

 
$
83,691

 
$
73,602

 
$
83,691


5.
Borrowings and Credit Facilities
On October 12, 2012, we entered into a $1.0 billion unsecured revolving credit facility that matures on November 12, 2017 (as amended, the "Credit Agreement"). Under the Credit Agreement, we also may request an increase of up to $250.0 million of additional aggregate revolving commitments, subject to the terms and conditions contained in the Credit Agreement. Under the terms of the Credit Agreement, we pay a commitment fee ranging from 0.1% to 0.325% on the unused portion of the revolving credit facility based on our credit rating. Letters of credit issued under applicable provisions of the Credit Agreement represent an unfunded utilization of the Credit Agreement for purposes of calculating the periodic commitment fee due. Eurodollar rate loans bear interest for a period from the applicable borrowing date until a date one or two weeks or one , two , three or six months thereafter, as selected by the Company, at the corresponding Eurodollar rate plus a margin of 1.0% to 2.0% depending on the Company's credit rating. Base rate loans bear interest from the applicable borrowing date at a rate equal to (i) the highest of (a) the federal funds rate plus 0.5% , (b) the rate of interest in effect for such day as publicly announced by the administrative agent as its "prime rate," or (c) a daily rate equal to the Eurodollar rate plus 1.0% , plus (ii) a margin that varies according to the Company's credit rating. Swing line loans bear interest at either the base rate described above or the daily floating Eurodollar rate plus the applicable margin, as selected by the Company. The Credit Agreement requires the maintenance of certain financial covenants, including leverage and interest coverage ratios. The Credit Agreement also restricts payment of dividends or other returns of capital to shareholders when the consolidated leverage ratio exceeds a stated level amount. As of May 2, 2014 , we were in compliance with all financial covenants of the Credit Agreement and had no restrictions on the payment of dividends or other returns of capital to shareholders.
As of May 2, 2014 , there were no direct borrowings under the Credit Agreement. Outstanding standby letters of credit issued under the Credit Agreement, which count toward the $1.0 billion credit limit, totaled $187.6 million . As of May 2, 2014 , there was $812.4 million available for borrowings under the Credit Agreement.
On June 16, 2011, we entered into a credit agreement, which matures June 16, 2016, and provided for a $500.0 million term loan commitment (the “Term Loan”), which was drawn in full to partially finance the fiscal 2011 acquisition of LeTourneau Technologies, Inc. ("LeTourneau"). The Term Loan requires quarterly principal payments and contains terms and conditions that are the same as the terms and conditions of the Credit Agreement. The Term Loan is guaranteed by each of our current and future material domestic subsidiaries and requires the maintenance of certain financial covenants, including leverage and interest coverage ratios. As of May 2, 2014 , we were in compliance with all financial covenants of the Term Loan.
On October 12, 2011, we issued $500.0 million aggregate principal amount of 5.125% Senior Notes due in 2021 (the “2021 Notes”) at a discount of $4.2 million in an offering that was registered under the Securities Act. Interest on the 2021 Notes is paid semi-annually in arrears on October 15 and April 15 of each year, and the 2021 Notes are guaranteed by each of our current and future material domestic subsidiaries. At our option, we may redeem some or all of the 2021 Notes at a redemption price of the greater of 100% of the principal amount of the 2021 Notes to be redeemed or the sum of the present values of the principal amounts and the remaining scheduled interest payments using a discount rate equal to the sum of a treasury rate of a comparable treasury issue plus 0.5% .
In November 2006, we issued $250.0 million aggregate principal amount of 6.0% Senior Notes due 2016 and $150.0 million aggregate principal amount of 6.625% Senior Notes due 2036 (the “2016 Notes” and “2036 Notes,” respectively). Interest on the 2016 Notes and 2036 Notes is paid semi-annually in arrears on May 15 and November 15 of each year, and the 2016 Notes and 2036 Notes are guaranteed by each of our current and future material domestic subsidiaries. The 2016 Notes and 2036 Notes were issued in a private placement under an exemption from registration provided by the Securities Act. In the second quarter of fiscal 2007, the 2016 Notes and 2036 Notes were exchanged for substantially identical notes in an exchange that was registered under the Securities Act. At our option, we may redeem some or all of the 2016 Notes and 2036 Notes at a redemption price of the greater of 100% of the principal amount of the 2016 Notes and 2036 Notes to be redeemed or the sum of the present values of the principal amounts and the remaining scheduled interest payments using a discount rate equal to the sum of a treasury rate of a comparable treasury issue plus 0.3% for the 2016 Notes and 0.375% for the 2036 Notes.
Direct borrowings and capital lease obligations consist of the following:

8


In thousands
May 2,
2014
 
October 25,
2013
Domestic:
 
 
 
Term Loan due 2016
$
387,500

 
$
412,500

6.0% Senior Notes due 2016
248,929

 
248,733

5.125% Senior Notes due 2021
496,620

 
496,438

6.625% Senior Notes due 2036
148,507

 
148,493

Other secured borrowings

 
1,212

Foreign:
 
 
 
Capital leases
120

 

Short-term borrowings
7,985

 
8,220

Total obligations
1,289,661

 
1,315,596

Less: Amounts due within one year
(58,089
)
 
(58,669
)
Long-term obligations
$
1,231,572

 
$
1,256,927

     
6.
Accumulated Other Comprehensive (Loss) Income
Comprehensive income and its components are presented in the Condensed Consolidated Statements of Comprehensive Income. Changes in accumulated other comprehensive (loss) income, net of taxes, consist of the following:
 
Quarter ended May 2, 2014
 
Quarter ended April 26, 2013
 
Change in Unrecognized Pension and Other Postretirement Obligations
 
Derivative Instrument Fair Market Value Adjustment
 
Foreign Currency Translation Adjustment
 
Total
 
Change in Unrecognized Pension and Other Postretirement Obligations
 
Derivative Instrument Fair Market Value Adjustment
 
Foreign Currency Translation Adjustment
 
Total
Beginning balance
$
(536,318
)
 
$
7,538

 
$
(25,312
)
 
$
(554,092
)
 
$
(552,566
)
 
$
1,877

 
$
45,270

 
$
(505,419
)
Other comprehensive income (loss) before reclassifications, net of taxes

 
(1,437
)
 
28,300

 
26,863

 

 
(757
)
 
(12,268
)
 
(13,025
)
Amounts reclassified from accumulated other comprehensive (loss) income, net of taxes
3,731

 
(1,359
)
 

 
2,372

 
2,885

 
(1,447
)
 

 
1,438

Total other comprehensive income (loss), net of taxes
3,731

 
(2,796
)
 
28,300

 
29,235

 
2,885

 
(2,204
)
 
(12,268
)
 
(11,587
)
Ending balance
$
(532,587
)
 
$
4,742

 
$
2,988

 
$
(524,857
)
 
$
(549,681
)
 
$
(327
)
 
$
33,002

 
$
(517,006
)


9


 
Six months ended May 2, 2014
 
Six months ended April 26, 2013
 
Change in Unrecognized Pension and Other Postretirement Obligations
 
Derivative Instrument Fair Market Value Adjustment
 
Foreign Currency Translation Adjustment
 
Total
 
Change in Unrecognized Pension and Other Postretirement Obligations
 
Derivative Instrument Fair Market Value Adjustment
 
Foreign Currency Translation Adjustment
 
Total
Beginning balance
$
(540,122
)
 
$
5,028

 
$
27,460

 
$
(507,634
)
 
$
(559,458
)
 
$
4,879

 
$
45,930

 
$
(508,649
)
Other comprehensive (loss) income before reclassifications, net of taxes

 
3,293

 
(24,472
)
 
(21,179
)
 

 
(2,963
)
 
(12,928
)
 
(15,891
)
Amounts reclassified from accumulated other comprehensive (loss) income, net of taxes
7,535

 
(3,579
)
 

 
3,956

 
9,777

 
(2,243
)
 

 
7,534

Total other comprehensive (loss) income, net of taxes
7,535

 
(286
)
 
(24,472
)
 
(17,223
)
 
9,777

 
(5,206
)
 
(12,928
)
 
(8,357
)
Ending balance
$
(532,587
)
 
$
4,742

 
$
2,988

 
$
(524,857
)
 
$
(549,681
)
 
$
(327
)
 
$
33,002

 
$
(517,006
)


Details of the reclassifications from accumulated other comprehensive (loss) income are disclosed below:
 
 
Amounts Reclassified from Accumulated Other Comprehensive (Loss) Income
 
 
 
 
Quarter Ended
 
Six Months Ended
 
Affected Line Items in the Statements of Income
 
 
May 2,
2014
 
April 26,
2013
 
May 2,
2014
 
April 26,
2013
 
Change in unrecognized pension and other postretirement obligations:
 
 
 
 
 
 
 
 
 
 
Amortization of prior service cost
 
$
192

 
$
145

 
$
358

 
$
340

 
Cost of sales/Product development, selling and administrative expense*
Amortization of net actuarial gain
 
5,144

 
4,482

 
10,406

 
14,112

 
Cost of sales/Product development, selling and administrative expense*
Deferred tax
 
(1,605
)
 
(1,742
)
 
(3,229
)
 
(4,675
)
 
Provision for income taxes
Amounts reclassified from accumulated other comprehensive (loss) income, net of taxes
 
$
3,731

 
$
2,885

 
$
7,535

 
$
9,777

 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative instrument fair market value adjustment:
 
 
 
 
 
 
 
 
 
 
Foreign exchange cash flow hedges
 
$
(1,905
)
 
$
(2,219
)
 
$
(5,032
)
 
$
(3,440
)
 
Net sales/Cost of sales**
Deferred tax
 
546

 
772

 
1,453

 
1,197

 
Provision for income taxes
Amounts reclassified from accumulated other comprehensive (loss) income, net of taxes
 
$
(1,359
)
 
$
(1,447
)
 
$
(3,579
)
 
$
(2,243
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Total reclassifications for the period
 
$
2,372

 
$
1,438

 
$
3,956

 
$
7,534

 
 

* Amounts are included in the computation of net periodic benefits costs as either cost of sales or product development, selling and administrative expense as appropriate. Refer to Footnote 9, Retiree Benefits, for additional information.

** Amounts are included in either sales or cost of sales as appropriate. Refer to Footnote 10, Derivatives, for additional information.

7.
Shareholders' Equity
In August 2013, our Board of Directors authorized the Company to repurchase up to $1.0 billion in shares of our common stock until August 2016. Under the program, the Company may repurchase shares in the open market in accordance with applica

10


ble SEC rules and regulations. During the quarter ended May 2, 2014 , we purchased 137,812 shares of common stock for approximately $7.5 million . During the six months ended May 2, 2014 , we purchased 2,396,710 shares of common stock for approximately $129.5 million . Since its inception, the Company has repurchased 6,501,710 shares of common stock under the program for approximately $343.6 million , leaving $656.4 million available under the program.

8.
Share-Based Compensation
Total share-based compensation expense recognized for the quarters ended May 2, 2014 and April 26, 2013 was $7.1 million and $10.7 million , respectively. Total share-based compensation expense recognized for the six months ended May 2, 2014 and April 26, 2013 was $13.2 million and $18.3 million , respectively. The total share-based compensation expense is reflected in our Condensed Consolidated Statements of Cash Flows in operating activities as an add back to net income .
The corresponding deferred tax asset recognized related to the share-based compensation expense was $1.6 million and $3.1 million for the quarters ended May 2, 2014 and April 26, 2013 , respectively. The corresponding deferred tax asset recognized related to the share-based compensation expense was $3.1 million and $5.2 million for the six months ended May 2, 2014 and April 26, 2013 , respectively.

9.
Retiree Benefits
The components of the net periodic benefit cost associated with our pension and other postretirement plans are as follows:
 
Pension Benefits
 
Postretirement Benefits
 
Quarter Ended
 
Quarter Ended
In thousands
May 2,
2014
 
April 26,
2013
 
May 2,
2014
 
April 26,
2013
Service cost
$
317

 
$
2,848

 
$
260

 
$
187

Interest cost
20,638

 
19,536

 
323

 
282

Expected return on assets
(26,013
)
 
(25,604
)
 
(148
)
 
(102
)
Amortization of:
 
 
 
 
 
 
 
Prior service cost
159

 
152

 
33

 
(7
)
Actuarial loss (gain)
5,370

 
4,668

 
(226
)
 
(186
)
Net periodic benefit cost
$
471

 
$
1,600

 
$
242

 
$
174

 
 
 
 
 
 
 
 
 
Pension Benefits
 
Postretirement Benefits
 
Six Months Ended
 
Six Months Ended
In thousands
May 2,
2014
 
April 26,
2013
 
May 2,
2014
 
April 26,
2013
Service cost
$
3,038

 
$
5,695

 
$
520

 
$
542

Interest cost
41,299

 
39,047

 
645

 
584

Expected return on assets
(52,398
)
 
(51,208
)
 
(295
)
 
(214
)
Amortization of:
 
 
 
 
 
 
 
Prior service cost
292

 
305

 
66

 
35

Actuarial loss (gain)
10,858

 
14,529

 
(452
)
 
(417
)
Net periodic benefit cost
$
3,089

 
$
8,368

 
$
484

 
$
530


The actuarial loss (gain) arises from differences in estimates and actual experiences for certain assumptions, including changes in the discount rate and expected return on assets. For the six months ended May 2, 2014 , we contributed $4.4 million to our defined benefit employee pension plans, and we do not expect contributions to exceed $50.0 million for the full fiscal year.

10.
Derivatives
We are exposed to certain foreign currency risks in the normal course of our global business operations. We enter into derivative contracts that are foreign currency forward contracts to hedge the risks of certain identified and anticipated transactions in currencies other than the functional currency of the respective operating unit. The types of risks hedged are those arising from the variability of future earnings and cash flows caused by fluctuations in foreign currency exchange rates. These contracts are for forecasted transactions and committed receivables and payables denominated in foreign currencies and are not entered into

11


for speculative purposes. Consequently, any market-related losses on the forward contract would be offset by changes in the value of the hedged item, and, as a result, we are generally not exposed to net market risk associated with these instruments.
Each derivative is classified as either a cash flow hedge, a fair value hedge or an undesignated instrument. All derivatives are recorded at fair value on the Condensed Consolidated Balance Sheets under the heading Other current assets or under the heading Other accrued liabilities, as appropriate. Cash flows from fair value and cash flow hedges are classified within the same category as the item being hedged on the Condensed Consolidated Statements of Cash Flows. Cash flows from undesignated derivative instruments are included in operating activities on the Condensed Consolidated Statements of Cash Flows.
For derivative contracts that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss of the derivative contract is recorded as a component of other comprehensive income, net of tax. This amount is reclassified into the income statement on the line associated with the underlying transaction for the periods in which the hedged transaction affects earnings. The amounts recorded in accumulated other comprehensive income for existing cash flow hedges are generally expected to be reclassified into earnings within one year and all of the existing hedges will be reclassified into earnings by October 2015 . Ineffectiveness related to these derivative contracts was recorded in the Condensed Consolidated Statements of Income as a gain of less than $0.1 million and a gain of $0.4 million for the quarters ended May 2, 2014 and April 26, 2013 , respectively. Ineffectiveness related to these derivative contracts was recorded in the Condensed Consolidated Statements of Income as a gain of less than $0.1 million and a gain of $0.7 million for the six months ended May 2, 2014 and April 26, 2013 , respectively.
For derivative contracts that are designated and qualify as a fair value hedge, the gain or loss is recorded in the Condensed Consolidated Statements of Income under the heading Cost of sales . For the quarters ended May 2, 2014 and April 26, 2013 , we recorded a loss of $0.5 million and a loss of $0.6 million , respectively, related to fair value hedges, which were offset by foreign exchange fluctuations of the underlying hedged item. For the six months ended May 2, 2014 and April 26, 2013 , we recorded a loss of $0.7 million and a loss of $1.2 million , respectively, related to fair value hedges, which were offset by foreign exchange fluctuations of the underlying hedged item.
For derivative contracts entered into to hedge revaluation of net balance sheet exposures in non-functional currency that are not designated as a fair value hedge or a cash flow hedge, the gain or loss is recorded in the Condensed Consolidated Statements of Income under the heading Cost of sales . For the quarters ended May 2, 2014 and April 26, 2013 , we recorded a loss of $0.4 million and a loss of $1.6 million , respectively, related to undesignated hedges, which were offset by foreign exchange fluctuations. For the six months ended May 2, 2014 and April 26, 2013 , we recorded a gain of $2.6 million and a loss of $3.2 million , respectively, related to undesignated hedges, which were offset by foreign exchange fluctuations.
The following table summarizes the effect of cash flow hedges on the Condensed Consolidated Financial Statements:
In thousands
 
Effective Portion
 
 
Amount of Gain/(Loss) Recognized in Other Comprehensive Income
 
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings
Derivative Hedging Relationship
 
 
Location
 
Amount
Foreign currency forward contracts
 
 
 
 
 
 
Quarter ended May 2, 2014
 
$
(2,015
)
 
Cost of sales
 
$
1,776

 
 
 
 
Sales
 
129

Six months ended May 2, 2014
 
$
4,644

 
Cost of sales
 
$
4,853

 
 
 
 
Sales
 
179

Quarter ended April 26, 2013
 
$
(1,250
)
 
Cost of sales
 
$
2,408

 
 
 
 
Sales
 
(189
)
Six months ended April 26, 2013
 
$
(4,559
)
 
Cost of sales
 
$
3,622

 
 
 
 
Sales
 
(182
)
We are exposed to credit risk in the event of nonperformance by counterparties to the forward contracts. The terms of the forward contract determine the timing and amounts to be exchanged, and the contract is generally subject to credit risk only when it has a positive fair value.

11.
Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted average number of shares outstanding during each period. Diluted earnings per share is computed similar to basic earnings per share, except that the weighted average number of shares outstanding is increased to include additional shares from the assumed exercise of stock options, performance shares and restricted stock units, if dilutive.
The following table sets forth the computation of basic and diluted earnings per share:

12


 
Quarter Ended
 
Six Months Ended
In thousands, except per share amounts
May 2,
2014
 
April 26,
2013
 
May 2,
2014
 
April 26,
2013
Numerator:
 
 
 
 
 
 
 
Income from continuing operations
$
73,951

 
$
181,779

 
$
122,812

 
$
323,918

Loss from discontinued operations, net of income taxes

 
(223
)
 

 
(225
)
Net income
$
73,951

 
$
181,556

 
$
122,812

 
$
323,693

Denominator:
 
 
 
 
 
 
 
Weighted average shares outstanding
100,346

 
106,426

 
101,071

 
106,334

Dilutive effect of stock options, performance shares and restricted stock units
857

 
987

 
864

 
991

Weighted average shares outstanding assuming dilution
101,203

 
107,413

 
101,935

 
107,325

Basic earnings per share:
 
 
 
 
 
 
 
Income from continuing operations
$
0.74

 
$
1.71

 
$
1.22

 
$
3.05

Loss from discontinued operations

 

 

 

Net income
$
0.74

 
$
1.71

 
$
1.22

 
$
3.05

Diluted earnings per share:
 
 
 
 
 
 
 
Income from continuing operations
$
0.73

 
$
1.69

 
$
1.20

 
$
3.02

Loss from discontinued operations

 

 

 

Net income
$
0.73

 
$
1.69

 
$
1.20

 
$
3.02

Options to purchase a weighted average of 2.1 million and 1.5 million shares were excluded from the calculations of diluted earnings per share for the quarters ended May 2, 2014 and April 26, 2013 , respectively, as the effect would have been antidilutive. Options to purchase a weighted average of 1.8 million and 1.2 million shares were excluded from the calculations of diluted earnings per share for the six months ended May 2, 2014 and April 26, 2013 , respectively, as the effect would have been antidilutive.

12.
Fair Value Measurements
GAAP establishes a three-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability as follows:
Level 1: Quoted prices in active markets for identical instruments;
Level 2: Inputs, other than quoted prices in active markets, that are observable for the instrument either directly or indirectly or quoted prices for similar instruments in active markets; and
Level 3: Unobservable inputs for the instrument where there is little or no market data, which requires the reporting entity to develop its own assumptions.
GAAP requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.
The following tables present the fair value hierarchy for those assets and liabilities measured at fair value and disclose the fair value of long-term obligations recorded at cost as of May 2, 2014 and October 25, 2013 . As of May 2, 2014 and October 25, 2013 , we did not have any Level 3 assets or liabilities.


13


Fair Value Measurements as of May 2, 2014
 
 
 
 
 
 
 
In thousands
Carrying
Value
 
Total Fair
Value
 
Level 1
 
Level 2
Current Assets
 
 
 
 
 
 
 
Cash equivalents
$
1,624

 
$
1,624

 
$
1,624

 
$

Other Current Assets
 
 
 
 
 
 
 
Derivatives
$
9,680

 
$
9,680

 
$

 
$
9,680

Other Accrued Liabilities
 
 
 
 
 
 
 
Derivatives
$
5,907

 
$
5,907

 
$

 
$
5,907

Long-term Obligations Including Amounts due within One Year
 
 
 
 
 
 
 
Term Loan due 2016
$
387,500

 
$
398,643

 
$

 
$
398,643

6.0% Senior Notes due 2016
$
248,929

 
$
278,600

 
$

 
$
278,600

5.125% Senior Notes due 2021
$
496,620

 
$
536,450

 
$

 
$
536,450

6.625% Senior Notes due 2036
$
148,507

 
$
170,340

 
$

 
$
170,340


Fair Value Measurements as of October 25, 2013
 
 
 
 
 
 
 
In thousands
Carrying
Value
 
Total Fair
Value
 
Level 1
 
Level 2
Current Assets
 
 
 
 
 
 
 
Cash equivalents
$
29,221

 
$
29,221

 
$
29,221

 
$

Other Current Assets
 
 
 
 
 
 
 
Derivatives
$
9,593

 
$
9,593

 
$

 
$
9,593

Other Accrued Liabilities
 
 
 
 
 
 
 
Derivatives
$
6,608

 
$
6,608

 
$

 
$
6,608

Long-term Obligations Including Amounts due within One Year
 
 
 
 
 
 
 
Term Loan due 2016
$
412,500

 
$
432,952

 
$

 
$
432,952

6.0% Senior Notes due 2016
$
248,733

 
$
280,425

 
$

 
$
280,425

5.125% Senior Notes due 2021
$
496,438

 
$
531,400

 
$

 
$
531,400

6.625% Senior Notes due 2036
$
148,493

 
$
165,600

 
$

 
$
165,600

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
Cash equivalents : The carrying value of cash equivalents approximates fair value based on the short-term nature of these instruments.
Derivatives : The fair value of forward foreign exchange contracts is based on a valuation model that discounts cash flows resulting from the differential between the contract price and the market-based forward rate.
Term Loan : The fair value of the Term Loan is estimated using discounted cash flows and market conditions.
Senior Notes : The fair market value of the senior notes is estimated based on market quotations of similar instruments at the respective period end.

13.
Contingent Liabilities
We and our subsidiaries are involved in various unresolved legal matters that arise in the normal course of operations, the most prevalent of which relate to product liability (including approximately 2,960 asbestos and silica-related cases), employment and commercial matters. We and our subsidiaries also become involved from time to time in proceedings relating to environmental matters. In addition, as a normal part of operations, our subsidiaries undertake contractual obligations, warranties and guarantees in connection with the sale of products or services. Although the outcome of these matters cannot be predicted with certainty and favorable or unfavorable resolutions may affect our results of operations on a quarter-to-quarter basis, we believe that the outcome of such legal and other matters will not have a materially adverse effect on our consolidated financial position, results of operations, or liquidity.
As of May 2, 2014 , we were contingently liable to financial institutions and others for approximately $219.3 million for outstanding standby letters of credit, surety bonds and bank guarantees to secure the performance of sales contracts and other

14


guarantees in the ordinary course of business. Of the $219.3 million , approximately $27.5 million relates to surety bonds and $4.2 million relates to outstanding letters of credit or other guarantees issued by non-U.S. banks for non-U.S. subsidiaries under locally provided credit facilities.

14.
Segment Information
We operate in two reportable segments: Underground and Surface. Crushing and conveying operating results related to surface applications are reported as part of the Surface segment, while total crushing and conveying operating results are included in the Underground segment. Eliminations primarily consist of the surface applications of crushing and conveying included in both operating segments.
Operating income (loss) of segments does not include interest income and expense, corporate administration expenses and the provision for income taxes.
In thousands
Underground
 
Surface
 
Corporate
 
Eliminations
 
Total
Quarter ended May 2, 2014
 
 
 
 
 
 
 
 
 
Net sales
$
517,878

 
$
443,625

 
$

 
$
(31,773
)
 
$
929,730

Operating income (loss)
$
67,532

 
$
82,613

 
$
(14,203
)
 
$
(10,200
)
 
$
125,742

Interest income

 

 
2,293

 

 
2,293

Interest expense

 

 
(16,141
)
 

 
(16,141
)
Income (loss) from continuing operations before income taxes
$
67,532

 
$
82,613

 
$
(28,051
)
 
$
(10,200
)
 
$
111,894

Depreciation and amortization
$
17,478

 
$
13,917

 
$
676

 
$

 
$
32,071

Capital expenditures
$
9,122

 
$
8,527

 
$

 
$

 
$
17,649

 
 
 
 
 
 
 
 
 
 
Quarter ended April 26, 2013
 
 
 
 
 
 
 
 
 
Net sales
$
681,914

 
$
712,796

 
$

 
$
(34,275
)
 
$
1,360,435

Operating income (loss)
$
137,222

 
$
165,643

 
$
(16,647
)
 
$
(7,585
)
 
$
278,633

Interest income

 

 
1,843

 

 
1,843

Interest expense

 

 
(17,028
)
 

 
(17,028
)
Income (loss) from continuing operations before income taxes
$
137,222

 
$
165,643

 
$
(31,832
)
 
$
(7,585
)
 
$
263,448

Depreciation and amortization
$
16,221

 
$
11,837

 
$
720

 
$

 
$
28,778

Capital expenditures
$
12,362

 
$
18,660

 
$
1,391

 
$

 
$
32,413



15


In thousands
Underground
 
Surface
 
Corporate
 
Eliminations
 
Total
Six months ended May 2, 2014
 
 
 
 
 
 
 
 
 
Net sales
$
995,341

 
$
844,321

 
$

 
$
(70,620
)
 
$
1,769,042

Operating income (loss)
$
130,138

 
$
128,765

 
$
(28,425
)
 
$
(19,491
)
 
$
210,987

Interest income

 

 
4,876

 

 
4,876

Interest expense

 

 
(32,544
)
 

 
(32,544
)
Income (loss) from continuing operations before income taxes
$
130,138

 
$
128,765

 
$
(56,093
)
 
$
(19,491
)
 
$
183,319

Depreciation and amortization
$
36,212

 
$
27,209

 
$
1,416

 
$

 
$
64,837

Capital expenditures
$
18,978

 
$
23,368

 
$
1,958

 
$

 
$
44,304

 
 
 
 
 
 
 
 
 

Six months ended April 26, 2013
 
 
 
 
 
 
 
 

Net sales
$
1,272,024

 
$
1,318,279

 
$

 
$
(79,991
)
 
$
2,510,312

Operating income (loss)
$
249,105

 
$
301,323

 
$
(29,479
)
 
$
(21,164
)
 
$
499,785

Interest income

 

 
3,644

 

 
3,644

Interest expense

 

 
(33,982
)
 

 
(33,982
)
Income (loss) from continuing operations before income taxes
$
249,105

 
$
301,323

 
$
(59,817
)
 
$
(21,164
)
 
$
469,447

Depreciation and amortization
$
22,763

 
$
24,679

 
$
1,431

 
$

 
$
48,873

Capital expenditures
$
51,805

 
$
32,388

 
$
2,808

 
$

 
$
87,001


15.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2014-09 "Revenue from Contracts with Customers." ASU 2014-09 provides a single principles-based, five-step model to be applied to all contracts with customers. The five steps are to identify the contract(s) with the customer, to identify the performance obligations in the contact, to determine the transaction price, to allocate the transaction price to the performance obligations in the contract and to recognize revenue when each performance obligation is satisfied. Revenue will be recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services. ASU 2014-09 will be effective for the Company beginning on October 28, 2017 and the standard allows for either full retrospective adoption or modified retrospective adoption. The Company has just begun the process of evaluating the impact that the adoption of this guidance will have on our financial condition, results of operations and the presentation of our financial statements.
In February 2013, the FASB issued ASU No. 2013-02, " Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." ASU No. 2013-02 requires presentation, either in a single note or parenthetically on the face of the financial statements, of the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, cross references to the related footnote for additional information would be appropriate. ASU 2013-02 was effective for the Company beginning on October 26, 2013. The adoption of this guidance had no impact on our financial condition or results of operations but impacted the presentation of other comprehensive income in the footnotes of the financial statements.

16.
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

16


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


17


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