Joy Global Inc.
JOY GLOBAL INC (Form: 10-Q, Received: 03/06/2015 11:50:36)
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 January 30, 2015
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 website, 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
 
February 27, 2015
Common Stock, $1 par value
 
97,374,611
 
 
 
 
 



Table of Contents

JOY GLOBAL INC.
FORM 10-Q INDEX
January 30, 2015
 
PAGE NO.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





Table of Contents

Forward-Looking Statements
This document contains forward-looking statements, including estimates, projections, statements relating to our business plans, objectives, pending acquisitions, expected operating results and other non-historical information, and the assumptions on which those statements are based. These statements constitute "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 other risks discussed in Item 1A, Risk Factors , of our Annual Report on Form 10-K for our fiscal year ended October 31, 2014 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
 
January 30,
2015
 
January 31,
2014
Net sales
$
703,873

 
$
839,312

Cost of sales
520,746

 
604,178

Product development, selling and administrative expenses
137,634

 
153,029

Other income
(3,213
)
 
(3,140
)
Operating income
48,706

 
85,245

Interest income
2,940

 
2,583

Interest expense
(15,897
)
 
(16,403
)
Income before income taxes
35,749

 
71,425

Provision for income taxes
12,155

 
22,564

Net income
$
23,594

 
$
48,861

 
 
 
 
Basic earnings per share
$
0.24

 
$
0.48

Diluted earnings per share
$
0.24

 
$
0.48

Dividends per share
$
0.20

 
$
0.175

Weighted average shares outstanding:
 
 
 
Basic
97,547

 
101,796

Diluted
98,138

 
102,667

See Notes to Condensed Consolidated Financial Statements.

3

Table of Contents

JOY GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In thousands)
 
 
Quarter Ended
 
January 30,
2015
 
January 31,
2014
Net income
$
23,594

 
$
48,861

Other comprehensive income (loss):
 
 
 
Change in unrecognized pension and other postretirement obligations, net of taxes of $1,905 and $1,624
4,232

 
3,804

Derivative instrument fair market value adjustment, net of taxes of $1,520 and $1,023
3,688

 
2,510

Foreign currency translation adjustment on long-term intercompany foreign loans
(10,893
)
 
597

Other foreign currency translation adjustment
(109,377
)
 
(53,369
)
Total other comprehensive loss, net of taxes
(112,350
)
 
(46,458
)
Comprehensive (loss) income
$
(88,756
)
 
$
2,403

 
 
 
 

See Notes to Condensed Consolidated Financial Statements.


4

Table of Contents

JOY GLOBAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
 
 
January 30,
2015
 
October 31,
2014
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
152,326

 
$
270,191

Accounts receivable, net
888,675

 
1,059,709

Inventories
1,176,048

 
1,108,308

Other current assets
174,909

 
180,151

Total current assets
2,391,958

 
2,618,359

Property, plant and equipment, net
864,719

 
892,440

Other assets:
 
 
 
Other intangible assets, net
311,029

 
319,269

Goodwill
1,493,301

 
1,516,693

Deferred income taxes
64,819

 
70,181

Other non-current assets
169,281

 
180,044

Total other assets
2,038,430

 
2,086,187

Total assets
$
5,295,107

 
$
5,596,986

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Short-term borrowings, including current portion of long-term obligations
$
16,672

 
$
11,739

Trade accounts payable
322,887

 
395,945

Employee compensation and benefits
85,000

 
136,911

Advance payments and progress billings
312,401

 
285,939

Accrued warranties
58,528

 
67,272

Other accrued liabilities
227,734

 
265,600

Current liabilities of discontinued operations
11,582

 
11,582

Total current liabilities
1,034,804

 
1,174,988

Long-term obligations
1,264,988

 
1,269,541

Other liabilities:
 
 
 
Liabilities for postretirement benefits
19,290

 
19,609

Accrued pension costs
137,252

 
144,379

Other non-current liabilities
152,401

 
147,472

Total other liabilities
308,943

 
311,460

Shareholders’ equity
2,686,372

 
2,840,997

Total liabilities and shareholders’ equity
$
5,295,107

 
$
5,596,986

See Notes to Condensed Consolidated Financial Statements.

5

Table of Contents

JOY GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 
Quarter Ended
 
January 30,
2015
 
January 31,
2014
Operating Activities:
 
 
 
Net income
$
23,594

 
$
48,861

Adjustments to continuing operations:
 
 
 
Depreciation and amortization
33,679

 
32,766

Changes in deferred income taxes
11,657

 
(7,586
)
Contributions to defined benefit employee pension plans
(10,220
)
 
(2,973
)
Defined benefit employee pension plan expense
154

 
2,618

Share-based compensation expense
7,554

 
6,032

Changes in long-term receivables
2,350

 
9,388

Other adjustments to continuing operations, net
346

 
1,009

Changes in working capital items attributed to continuing operations:
 
 
 
Accounts receivable, net
138,034

 
116,079

Inventories
(110,367
)
 
(29,446
)
Other current assets
(16,370
)
 
(16,904
)
Trade accounts payable
(65,315
)
 
(96,117
)
Employee compensation and benefits
(48,215
)
 
(32,158
)
Advance payments and progress billings
42,497

 
90,453

Accrued warranties
(6,593
)
 
(7,573
)
Other accrued liabilities
(21,140
)
 
(49,610
)
Net cash (used) provided by operating activities of continuing operations
(18,355
)
 
64,839

Net cash provided by operating activities of discontinued operations

 
67

Net cash (used) provided by operating activities
(18,355
)
 
64,906

Investing Activities:
 
 
 
Property, plant and equipment acquired
(22,258
)
 
(26,655
)
Proceeds from sale of property, plant and equipment
756

 
2,081

Other investing activities, net
141

 
(21
)
Net cash used by investing activities
(21,361
)
 
(24,595
)
Financing Activities:
 
 
 
Common stock issued
273

 
1,985

Dividends paid
(19,489
)
 
(17,850
)
Repayments of term loan

 
(12,500
)
Treasury stock purchased
(50,000
)
 
(122,036
)
Other financing activities, net
440

 
(1,543
)
Net cash used by financing activities
(68,776
)
 
(151,944
)
Effect of Exchange Rate Changes on Cash and Cash Equivalents
(9,373
)
 
(3,177
)
Decrease in Cash and Cash Equivalents
(117,865
)
 
(114,810
)
Cash and Cash Equivalents at Beginning of Period
270,191

 
405,709

Cash and Cash Equivalents at End of Period
$
152,326

 
$
290,899


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 metals and minerals. We manufacture and market original equipment and parts and perform services for both underground and surface mining, as well as 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. We are also a major producer of surface mining equipment for the extraction of copper, coal and other minerals and ores. We offer comprehensive direct service, which includes our smart service offerings, near major mining regions worldwide and provide extensive operational support for many types of equipment used in mining. Our principal manufacturing facilities are located in the United States, including facilities in Alabama, Pennsylvania, Texas and Wisconsin, and internationally, including facilities in Australia, Canada, China, South Africa and the United Kingdom.

2.
Basis of Presentation
The Condensed Consolidated Financial Statements presented in this Quarterly Report on Form 10-Q are unaudited and are presented 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 of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Ultimate realization of assets and settlement of liabilities in the future could differ from those 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 31, 2014 . The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.

3.
Acquisitions
Acquisition of Mining Technologies International Inc.
On May 30, 2014 , we closed on the purchase of certain assets of Mining Technologies International Inc. ("MTI") for $ 44.4 million dollars. MTI is a Canadian manufacturer of underground hard rock mining equipment serving the North American markets and a world leading supplier of raise bore drilling consumables. We have acquired substantially all of the assets associated with MTI’s hard rock drilling, loaders, dump trucks, shaft sinking and raise bore product lines. MTI's results of operations have been included in the accompanying financial statements as part of the Underground segment from the acquisition date forward.
In connection with the acquisition, we have recorded goodwill of approximately $0.3 million and intangible assets of approximately $9.9 million . The intangible assets are primarily comprised of customer relationships and designs and drawings, which are being amortized over their respective estimated useful lives.

4.
Inventories
Consolidated inventories consist of the following:
 
In thousands
January 30,
2015
 
October 31,
2014
Finished goods
$
881,321

 
$
835,227

Work in process
216,305

 
203,805

Raw materials
78,422

 
69,276

Total inventories
$
1,176,048

 
$
1,108,308

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

5.
Warranties

7


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:
 
Quarter Ended
In thousands
January 30,
2015
 
January 31,
2014
Balance, beginning of period
$
67,272

 
$
85,732

Accrual for warranty expensed during the period
6,180

 
7,366

Settlements made during the period
(11,375
)
 
(14,941
)
Effect of foreign currency translation
(3,549
)
 
(353
)
Balance, end of period
$
58,528

 
$
77,804


6.
Borrowings and Credit Facilities
On July 29, 2014, we entered into a $1.0 billion unsecured revolving credit facility that matures on July 29, 2019 (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. The Credit Agreement simultaneously replaced the $1.0 billion revolving credit agreement dated as of October 12, 2012 (the "Prior Credit Agreement"), that was scheduled to expire on November 12, 2017. Under the terms of the Credit Agreement, we pay a commitment fee ranging from 0.09% to 0.30% 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 week 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 one-month 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 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. The Credit Agreement also restricts payment of dividends or other returns of capital to shareholders when we are not in compliance with the financial covenants in the agreement. As of January 30, 2015 , 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 January 30, 2015 , there were no direct borrowings under the Credit Agreement. Total interest expense recognized for direct borrowings under the Credit Agreement for the quarters ended January 30, 2015 and January 31, 2014 is $0.2 million and less than $0.1 million , respectively. Outstanding standby letters of credit issued under the Credit Agreement, which count toward the $1.0 billion credit limit, totaled $175.3 million . As of January 30, 2015 , there was $824.7 million available for borrowings under the Credit Agreement.
On July 29, 2014, we also entered into a term loan agreement which matures July 29, 2019 and provides for a commitment of up to $375.0 million (as amended, the "Term Loan"). The Term Loan replaced our prior term loan, dated as of June 16, 2011 (the "Prior Term Loan"). The Prior Term Loan had been scheduled to mature on July 16, 2016 and provided an initial commitment of $500.0 million , which had been drawn in full in conjunction with our fiscal 2011 acquisition of LeTourneau Technologies, Inc. and had been amortized to $375.0 million at the date that we entered into the Term Loan. We utilized the $375.0 million commitment under the Term Loan to repay the balance outstanding under the Prior Term Loan. The Term Loan requires quarterly principal payments beginning in fiscal 2016 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 January 30, 2015 , 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

8


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:
In thousands
January 30,
2015
 
October 31,
2014
Domestic:
 
 
 
Term Loan due 2019
375,000

 
375,000

6.0% Senior Notes due 2016
249,235

 
249,131

5.125% Senior Notes due 2021
496,902

 
496,806

6.625% Senior Notes due 2036
148,530

 
148,522

Other borrowings
11,896

 
11,634

Foreign:
 
 
 
Capital leases
97

 
187

Total obligations
1,281,660

 
1,281,280

Less: Amounts due within one year
(16,672
)
 
(11,739
)
Long-term obligations
$
1,264,988

 
$
1,269,541

     
7.
Accumulated Other Comprehensive Income (Loss)
Comprehensive income and its components are presented in the Condensed Consolidated Statements of Comprehensive Income. Changes in accumulated other comprehensive income (loss), net of taxes, consist of the following:
 
Quarter ended January 30, 2015
 
Quarter ended January 31, 2014
 
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
$
(529,316
)
 
$
4,736

 
$
(10,702
)
 
$
(535,282
)
 
$
(540,122
)
 
$
5,028

 
$
27,460

 
$
(507,634
)
Other comprehensive income (loss) before reclassifications, net of taxes

 
2,620

 
(120,270
)
 
(117,650
)
 

 
4,730

 
(52,772
)
 
(48,042
)
Amounts reclassified from accumulated other comprehensive (loss) income, net of taxes
4,232

 
1,068

 

 
5,300

 
3,804

 
(2,220
)
 

 
1,584

Total other comprehensive income (loss), net of taxes
4,232

 
3,688

 
(120,270
)
 
(112,350
)
 
3,804

 
2,510

 
(52,772
)
 
(46,458
)
Ending balance
$
(525,084
)
 
$
8,424

 
$
(130,972
)
 
$
(647,632
)
 
$
(536,318
)
 
$
7,538

 
$
(25,312
)
 
$
(554,092
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Details of the reclassifications from accumulated other comprehensive income (loss) are disclosed below:

9


 
 
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
 
 
 
Quarter Ended
 
Affected Line Items in the Statements of Income
 
 
January 30,
2015
 
January 31,
2014
 
Change in unrecognized pension and other postretirement obligations:
 
 
 
 
 
 
Amortization of prior service cost
 
$
51

 
$
166

 
Cost of sales/Product development, selling and administrative expense*
Amortization of net actuarial gain
 
6,086

 
5,262

 
Cost of sales/Product development, selling and administrative expense*
Deferred tax
 
(1,905
)
 
(1,624
)
 
Provision for income taxes
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes
 
$
4,232

 
$
3,804

 
 
 
 
 
 
 
 
 
Derivative instrument fair market value adjustment:
 
 
 
 
 
 
Foreign exchange cash flow hedges
 
$
1,509

 
$
(3,126
)
 
Net sales/Cost of sales**
Deferred tax
 
(441
)
 
906

 
Provision for income taxes
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes
 
$
1,068

 
$
(2,220
)
 
 
 
 
 
 
 
 
 
Total reclassifications for the period
 
$
5,300

 
$
1,584

 
 

* 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 10, Retiree Benefits, for additional information.

** Amounts are included in either net sales or cost of sales as appropriate. Refer to Footnote 11, Derivatives, for additional information.

8.
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 applicable SEC rules and regulations. During the quarter ended January 30, 2015 , we purchased 954,580 shares of common stock for approximately $50.0 million . During the quarter ended January 31, 2014 , we purchased 2,258,898 shares of common stock for approximately $122.0 million . Since its inception, the Company has repurchased 9,771,605 shares of common stock under the program for approximately $533.4 million , leaving $466.6 million available under the program.

9.
Share-Based Compensation
Total share-based compensation expense recognized for the quarters ended January 30, 2015 and January 31, 2014 is $7.6 million and $6.0 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 is $1.9 million and $1.6 million for the quarters ended January 30, 2015 and January 31, 2014 , respectively.

10.
Retiree Benefits
The components of the net periodic benefit cost associated with our pension and other postretirement plans are as follows:

10


 
Pension Benefits
 
Postretirement Benefits
 
Quarter Ended
 
Quarter Ended
In thousands
January 30,
2015
 
January 31,
2014
 
January 30,
2015
 
January 31,
2014
Service cost
$
977

 
$
2,721

 
$
253

 
$
260

Interest cost
19,657

 
20,661

 
300

 
322

Expected return on assets
(26,786
)
 
(26,385
)
 
(160
)
 
(147
)
Amortization of:
 
 
 
 
 
 
 
Prior service cost
18

 
133

 
33

 
33

Actuarial loss (gain)
6,288

 
5,488

 
(202
)
 
(226
)
Net periodic benefit cost
$
154

 
$
2,618

 
$
224

 
$
242

 
 
 
 
 
 
 
 
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 quarter ended January 30, 2015 , we contributed $10.2 million to our defined benefit employee pension plans, and we expect contributions to be approximately $15.0 million for the full fiscal year.

11.
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 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 . There was no ineffectiveness related to these derivative contracts for the quarter ended January 30, 2015 , and there was a gain of less than $0.1 million recorded in the Condensed Consolidated Statements of Income related to the ineffectiveness of these derivative contracts for the quarter ended January 31, 2014 .
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 January 30, 2015 and January 31, 2014 , we recorded loss es of $0.8 million and $0.3 million , respectively, related to fair value hedges, which were offset by foreign exchange fluctuations of the underlying hedged item.
For derivative contracts entered into in order 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 January 30, 2015 and January 31, 2014 , we recorded gain s of $6.8 million and $3.0 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:

11


In thousands
 
Effective Portion
 
 
Amount of Gain 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 January 30, 2015
 
$
3,699

 
Cost of sales
 
$
(1,509
)
 
 
 
 
Sales
 

Quarter ended January 31, 2014
 
$
6,659

 
Cost of sales
 
$
3,076

 
 
 
 
Sales
 
50

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 amount and timing of amounts to be exchanged, and the contract is generally subject to credit risk only when it has a positive fair value.

12.
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:
 
Quarter Ended
In thousands, except per share amounts
January 30,
2015
 
January 31,
2014
Numerator:
 
 
 
Net income
$
23,594

 
$
48,861

Denominator:
 
 
 
Weighted average shares outstanding
97,547

 
101,796

Dilutive effect of stock options, performance shares and restricted stock units
591

 
871

Weighted average shares outstanding assuming dilution
98,138

 
102,667

 
 
 
 
Basic earnings per share
$
0.24

 
$
0.48

Diluted earnings per share
$
0.24

 
$
0.48

Options to purchase a weighted average of 2.3 million and 1.5 million shares were excluded from the calculations of diluted earnings per share for the quarters ended January 30, 2015 and January 31, 2014 , respectively, as the effect would have been antidilutive.

13.
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 January 30, 2015 and October 31, 2014 . As of January 30, 2015 and October 31, 2014 , we did not have any Level 3 assets or liabilities.


12


Fair Value Measurements as of January 30, 2015
 
 
 
 
 
 
 
In thousands
Carrying
Value
 
Total Fair
Value
 
Level 1
 
Level 2
Current Assets
 
 
 
 
 
 
 
Cash equivalents
$
30,107

 
$
30,107

 
$
30,107

 
$

Other Current Assets
 
 
 
 
 
 
 
Derivatives
$
9,284

 
$
9,284

 
$

 
$
9,284

Other Accrued Liabilities
 
 
 
 
 
 
 
Derivatives
$
13,757

 
$
13,757

 
$

 
$
13,757

Long-term Obligations Including Amounts due within One Year
 
 
 
 
 
 
 
Term Loan due 2019
$
375,000

 
$
377,803

 
$

 
$
377,803

6.0% Senior Notes due 2016
$
249,235

 
$
269,800

 
$

 
$
269,800

5.125% Senior Notes due 2021
$
496,902

 
$
560,700

 
$

 
$
560,700

6.625% Senior Notes due 2036
$
148,530

 
$
195,900

 
$

 
$
195,900


Fair Value Measurements as of October 31, 2014
 
 
 
 
 
 
 
In thousands
Carrying
Value
 
Total Fair
Value
 
Level 1
 
Level 2
Current Assets
 
 
 
 
 
 
 
Cash equivalents
$
20,776

 
$
20,776

 
$
20,776

 
$

Other Current Assets
 
 
 
 
 
 
 
Derivatives
$
2,820

 
$
2,820

 
$

 
$
2,820

Other Accrued Liabilities
 
 
 
 
 
 
 
Derivatives
$
7,294

 
$
7,294

 
$

 
$
7,294

Long-term Obligations Including Amounts due within One Year
 
 
 
 
 
 
 
Term Loan due 2019
$
375,000

 
$
379,108

 
$

 
$
379,108

6.0% Senior Notes due 2016
$
249,131

 
$
272,025

 
$

 
$
272,025

5.125% Senior Notes due 2021
$
496,806

 
$
547,000

 
$

 
$
547,000

6.625% Senior Notes due 2036
$
148,522

 
$
181,095

 
$

 
$
181,095

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.

14.
Contingent Liabilities
We establish reserves based on our assessment of contingencies related to legal claims asserted against us, as required by GAAP. Developments during the course of legal proceedings may affect our assessments and estimates of our contingencies, which in turn may require us to record or change the amount of a reserve, or make a payment that is different than the amount that we have reserved. 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 the 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 future consolidated financial position, results of operations or liquidity.
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 3,300 asbestos and silica-related cases), employment

13


and commercial matters. We and our subsidiaries also become involved from time to time in proceedings relating to environmental matters and litigation arising outside the ordinary course of business.
As of January 30, 2015 , we were contingently liable to banks, financial institutions and others for approximately $211.4 million for outstanding standby letters of credit, surety bonds and bank guarantees to secure the performance of sales contracts and other third party provided guarantees in the ordinary course of business. Of the $211.4 million , approximately $27.7 million relates to surety bonds and $8.5 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.
In addition, we have received a subpoena from the SEC’s Division of Enforcement concerning our 2012 acquisition of IMM and related accounting matters. We are cooperating with the SEC regarding this investigation, which is ongoing. While it is not possible to predict the timing or outcome of the SEC inquiry, we currently believe that this matter will not have a material adverse effect on the Company's future consolidated results of operation, financial position or liquidity.

15.
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. The results of operations for MTI have been included in the Underground segment from the acquisition date forward.
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 January 30, 2015
 
 
 
 
 
 
 
 
 
Net sales
$
384,663

 
$
347,036

 
$

 
$
(27,826
)
 
$
703,873

Operating income (loss)
$
38,197

 
$
29,060

 
$
(12,095
)
 
$
(6,456
)
 
$
48,706

Interest income

 

 
2,940

 

 
2,940

Interest expense

 

 
(15,897
)
 

 
(15,897
)
Income (loss) before income taxes
$
38,197

 
$
29,060

 
$
(25,052
)
 
$
(6,456
)
 
$
35,749

Depreciation and amortization
$
19,188

 
$
13,789

 
$
702

 
$

 
$
33,679

Capital expenditures
$
9,061

 
$
13,104

 
$
93

 
$

 
$
22,258

 
 
 
 
 
 
 
 
 
 
Quarter ended January 31, 2014
 
 
 
 
 
 
 
 
 
Net sales
$
477,463

 
$
400,696

 
$

 
$
(38,847
)
 
$
839,312

Operating income (loss)
$
62,606

 
$
46,152

 
$
(14,222
)
 
$
(9,291
)
 
$
85,245

Interest income

 

 
2,583

 

 
2,583

Interest expense

 

 
(16,403
)
 

 
(16,403
)
Income (loss) before income taxes
$
62,606

 
$
46,152

 
$
(28,042
)
 
$
(9,291
)
 
$
71,425

Depreciation and amortization
$
18,734

 
$
13,292

 
$
740

 
$

 
$
32,766

Capital expenditures
$
9,856

 
$
13,255

 
$
3,544

 
$

 
$
26,655

 
 
 
 
 
 
 
 
 
 

16.
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 (i) identify the contracts with the customer, (ii) identify the performance obligations in the contact, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) 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 is continuing to evaluate the impact that the adoption of this guidance will have on our financial condition, results of operations and the presentation of our financial statements.


14


17.
Subsidiary Guarantors for 2016 Notes and 2036 Notes
The following tables present condensed consolidated financial information as of January 30, 2015 and October 31, 2014 and for the quarters ended January 30, 2015 and January 31, 2014 for: (a) the Company; (b) on a combined basis, the guarantors of the 2016 Notes and 2036 Notes issued in November 2006, which include the significant domestic operations of Joy Global Underground Mining LLC, Joy Global Surface Mining Inc, N.E.S. Investment Co., Joy Global Conveyors Inc., Joy Global Longview Operations LLC and certain immaterial wholly owned subsidiaries of Joy Global Longview Operations LLC (the "Subsidiary Guarantors"); and (c) on a combined basis, the non-guarantors, which include all of our foreign subsidiaries and a number of small domestic subsidiaries (the "Non-Guarantor Subsidiaries").
The borrowings are fully and unconditionally guaranteed on a joint and several unsecured basis by the Subsidiary Guarantors, which are direct and indirect 100% owned subsidiaries of the Company. We conduct all of our business and derive essentially all of our income from our subsidiaries. Therefore, our ability to make payments on the obligations is dependent on the earnings and distribution of funds from our subsidiaries. There are no restrictions on the ability of any of our domestic subsidiaries to transfer funds to the parent company. Separate financial statements of the Subsidiary Guarantors are not presented because we believe such separate statements or disclosures would not be useful to investors.

Condensed Consolidating Statement of Income
Quarter ended January 30, 2015
In thousands
Parent
Company
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$

 
$
441,075

 
$
473,089

 
$
(210,291
)
 
$
703,873

Cost of sales

 
321,204

 
362,940

 
(163,398
)
 
520,746

Product development, selling and administrative expenses
9,848

 
55,491

 
72,295

 

 
137,634

Other (income) expense

 
4,637

 
(7,850
)
 

 
(3,213
)
Operating income (loss)
(9,848
)
 
59,743

 
45,704

 
(46,893
)
 
48,706

Intercompany items
16,770

 
(23,708
)
 
(6,040
)
 
12,978

 

Interest (expense) income, net
(15,598
)
 
1,634

 
1,007

 

 
(12,957
)
Income (loss) before income taxes and equity in income of subsidiaries
(8,676
)
 
37,669

 
40,671

 
(33,915
)
 
35,749

Provision (benefit) for income taxes
17,492

 
2,996

 
(8,333
)
 

 
12,155

Equity in income of subsidiaries
23,594

 
43,472

 

 
(67,066
)
 

Net income (loss)
$
(2,574
)
 
$
78,145

 
$
49,004

 
$
(100,981
)
 
$
23,594

 
 
 
 
 
 
 
 
 
 
Comprehensive (loss) income
$
(114,924
)
 
$
79,554

 
$
(77,904
)
 
$
24,518

 
$
(88,756
)


15


Condensed Consolidating Statement of Income
Quarter ended January 31, 2014  
In thousands
Parent
Company
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
Net sales
$

 
$
480,672

 
$
602,765

 
$
(244,125
)
 
$
839,312

Cost of sales

 
363,067

 
445,839

 
(204,728
)
 
604,178

Product development, selling and administrative expenses
14,669

 
67,835

 
70,525

 

 
153,029

Other (income) expense
(473
)
 
1,949

 
(4,616
)
 

 
(3,140
)
Operating income (loss)
(14,196
)
 
47,821

 
91,017

 
(39,397
)
 
85,245

Intercompany items
17,278

 
(19,986
)
 
(9,071
)
 
11,779

 

Interest (expense) income, net
(16,045
)
 
1,885

 
340

 

 
(13,820
)
Income (loss) before income taxes and equity in income of subsidiaries
(12,963
)
 
29,720

 
82,286

 
(27,618
)
 
71,425

Provision (benefit) for income taxes
(5,054
)
 
26,368

 
1,250

 

 
22,564

Equity in income of subsidiaries
56,770

 
33,013

 

 
(89,783
)
 

Net income
$
48,861

 
$
36,365

 
$
81,036

 
$
(117,401
)
 
$
48,861

 
 
 
 
 
 
 
 
 
 
Comprehensive income
$
2,403

 
$
34,830

 
$
33,332

 
$
(68,162
)
 
$
2,403

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

16


Condensed Consolidating Balance Sheet
As of January 30, 2015
In thousands
Parent
Company
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
10,550

 
$
3,427

 
$
138,349

 
$

 
$
152,326

Accounts receivable, net

 
391,317

 
520,196

 
(22,838
)
 
888,675

Inventories

 
490,101

 
793,318

 
(107,371
)
 
1,176,048

Other current assets
73,001

 
13,833

 
88,060

 
15

 
174,909

Total current assets
83,551

 
898,678

 
1,539,923

 
(130,194
)
 
2,391,958

Property, plant and equipment, net
24,116

 
340,593

 
504,871

 
(4,861
)
 
864,719

Other assets:
 
 
 
 
 
 
 
 


Other intangible assets, net

 
224,217

 
86,812

 

 
311,029

Goodwill

 
453,374

 
1,039,927

 

 
1,493,301

Deferred income taxes
(6,958
)
 

 
71,777

 

 
64,819

Other non-current assets
4,082,542

 
1,976,228

 
2,535,322

 
(8,424,811
)
 
169,281

Total other assets
4,075,584

 
2,653,819

 
3,733,838

 
(8,424,811
)
 
2,038,430

Total assets
$
4,183,251

 
$
3,893,090

 
$
5,778,632

 
$
(8,559,866
)
 
$
5,295,107

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Short-term borrowings, including current portion of long-term obligations
$
4,688

 
$
11,896

 
$
88

 
$

 
$
16,672

Trade accounts payable
2,306

 
173,934

 
146,647

 

 
322,887

Employee compensation and benefits
6,819

 
34,472

 
43,709

 

 
85,000

Advance payments and progress billings

 
123,984

 
215,298

 
(26,881
)
 
312,401

Accrued warranties

 
15,175

 
43,353

 

 
58,528

Other accrued liabilities
71,946

 
58,521

 
104,888

 
(7,621
)
 
227,734

Current liabilities of discontinued operations

 
11,582

 

 

 
11,582

Total current liabilities
85,759

 
429,564

 
553,983

 
(34,502
)
 
1,034,804

Long-term obligations
1,264,979

 

 
9

 

 
1,264,988

Other liabilities:
 
 
 
 
 
 
 
 
 
Liabilities for postretirement benefits
18,420

 
870

 

 

 
19,290

Accrued pension costs
124,560

 
8,748

 
3,944

 

 
137,252

Other non-current liabilities
3,161

 
7,978

 
141,262

 

 
152,401

Total other liabilities
146,141

 
17,596

 
145,206

 

 
308,943

Shareholders’ equity
2,686,372

 
3,445,930

 
5,079,434

 
(8,525,364
)
 
2,686,372

Total liabilities and shareholders’ equity
$
4,183,251

 
$
3,893,090

 
$
5,778,632

 
$
(8,559,866
)
 
$
5,295,107



17


Condensed Consolidating Balance Sheet
As of October 31, 2014
In thousands
Parent
Company
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 


Cash and cash equivalents
$
54,874

 
$
16,429

 
$
198,888

 
$

 
$
270,191

Accounts receivable, net

 
400,456

 
675,515

 
(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

 
896,599

 
1,710,996

 
(132,055
)
 
2,618,359

Property, plant and equipment, net
23,660

 
346,761

 
525,642

 
(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

 
2,102,499

 
2,644,843

 
(8,759,069
)
 
180,044

Total other assets
4,191,930

 
2,784,823

 
3,868,503

 
(8,759,069
)
 
2,086,187

Total assets
$
4,358,409

 
$
4,028,183

 
$
6,105,141

 
$
(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

 
215,235

 
177,576

 

 
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

 
486,118

 
612,258

 
(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

 
3,525,890

 
5,336,599

 
(8,862,489
)
 
2,840,997

Total liabilities and shareholders’ equity
$
4,358,409

 
$
4,028,183

 
$
6,105,141

 
$
(8,894,747
)
 
$
5,596,986



18


Condensed Consolidating Statement of Cash Flows
Quarter ended January 30, 2015
In thousands
Parent
Company
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 
Consolidated
Operating Activities:
 
 
 
 
 
 
 
Net cash (used) provided by operating activities
$
25,892

 
$
(7,426
)
 
$
(36,821
)
 
$
(18,355
)
Investing Activities:
 
 
 
 
 
 
 
Property, plant and equipment acquired
(93
)
 
(5,971
)
 
(16,194
)
 
(22,258
)
Proceeds from sale of property, plant and equipment

 
133

 
623

 
756

Other investing activities, net
(1,168
)
 

 
1,309

 
141

Net cash used by investing activities
(1,261
)
 
(5,838
)
 
(14,262
)
 
(21,361
)
Financing Activities:
 
 
 
 
 
 
 
Common stock issued
273

 

 

 
273

Dividends paid
(19,489
)
 

 

 
(19,489
)
Treasury stock purchased
(50,000
)
 

 

 
(50,000
)
Other financing activities, net
261

 
262

 
(83
)
 
440

Net cash (used) provided by financing activities
(68,955
)
 
262

 
(83
)
 
(68,776
)
Effect of Exchange Rate Changes on Cash and Cash Equivalents

 

 
(9,373
)
 
(9,373
)
Decrease in Cash and Cash Equivalents
(44,324
)

(13,002
)

(60,539
)

(117,865
)
Cash and Cash Equivalents at Beginning of Period
54,874

 
16,429

 
198,888

 
270,191

Cash and Cash Equivalents at End of Period
$
10,550

 
$
3,427

 
$
138,349

 
$
152,326


Condensed Consolidating Statement of Cash Flow
Quarter ended January 31, 2014
In thousands
Parent
Company
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 
Consolidated
Operating Activities:
 
 
 
 
 
 
 
Net cash provided (used) by operating activities of continuing operations
$
61,014

 
$
(9,829
)
 
$
13,654

 
$
64,839

Net cash provided by operating activities of discontinued operations

 
67