GUARANTOR/NON-GUARANTOR SUBSIDIARY FINANCIAL INFORMATION | 3 Months Ended |
2-May-15 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
GUARANTOR/NON-GUARANTOR SUBSIDIARY FINANCIAL INFORMATION | GUARANTOR/NON-GUARANTOR SUBSIDIARY FINANCIAL INFORMATION |
At May 2, 2015, the principal amount outstanding of the Company's 6 5/8% senior secured notes due 2018 was $1.24 billion. These notes were issued in 2010 by Sears Holdings Corporation ("Parent"). The notes are guaranteed by certain of our 100% owned domestic subsidiaries that own the collateral for the notes, as well as by SRAC (the "guarantor subsidiaries"). The following condensed consolidated financial information presents the Condensed Consolidating Balance Sheets at May 2, 2015, May 3, 2014 and January 31, 2015, the Condensed Consolidating Statements of Operations and the Condensed Consolidating Statements of Comprehensive Income (Loss) for the 13-week periods ended May 2, 2015 and May 3, 2014, and the Condensed Consolidating Statements of Cash flows for the 13-week periods ended May 2, 2015 and May 3, 2014 of (i) Parent; (ii) the guarantor subsidiaries; (iii) the non-guarantor subsidiaries; (iv) eliminations and (v) the Company on a consolidated basis. |
On April 4, 2014, we completed the separation of our Lands' End business through a spin-off transaction. Merchandise sales and services included revenues of approximately $185 million from the Lands' End domestic business for the 13-week period ended May 3, 2014. Net loss attributable to Holdings' shareholders included net income of approximately $5 million from the Lands' End domestic business for the 13-week period ended May 3, 2014. The financial information for the domestic portion of Lands' End business is reflected within the guarantor subsidiaries balances for this period, while the international portion is reflected within the non-guarantor subsidiaries balances for this period. |
On October 16, 2014, we de-consolidated Sears Canada pursuant to a rights offering transaction. The following condensed consolidated financial statements had total assets and liabilities of approximately $2.0 billion and $1.2 billion, respectively, at May 3, 2014 attributable to Sears Canada. Merchandise sales and services included revenues of approximately $697 million for the 13-week period ended May 3, 2014. Net loss attributable to Holdings' shareholders included net loss of approximately $42 million for the 13-week period ended May 3, 2014. The financial information for Sears Canada is reflected within the non-guarantor subsidiaries balances for these periods. |
The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions including transactions with our wholly-owned non-guarantor insurance subsidiary. The Company has accounted for investments in subsidiaries under the equity method. The guarantor subsidiaries are 100% owned directly or indirectly by the Parent and all guarantees are joint, several and unconditional. Additionally, the notes are secured by a security interest in certain assets consisting primarily of domestic inventory and credit card receivables of the guarantor subsidiaries, and consequently may not be available to satisfy the claims of the Company's general creditors. Certain investments primarily held by non-guarantor subsidiaries are recorded by the issuers at historical cost and are recorded at fair value by the holder. |
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Condensed Consolidating Balance Sheet |
May 2, 2015 |
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| | | | | | | | | | | | | | | | | | | | |
millions | Parent | | Guarantor | | Non- | | Eliminations | | Consolidated | |
Subsidiaries | Guarantor | |
| Subsidiaries | |
Current assets | | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | 253 | | | $ | 33 | | | $ | — | | | $ | 286 | | |
|
Intercompany receivables | — | | | — | | | 26,855 | | | (26,855 | ) | | — | | |
|
Accounts receivable | — | | | 443 | | | 31 | | | — | | | 474 | | |
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Merchandise inventories | — | | | 5,054 | | | — | | | — | | | 5,054 | | |
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Prepaid expenses and other current assets | 38 | | | 789 | | | 272 | | | (850 | ) | | 249 | | |
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Total current assets | 38 | | | 6,539 | | | 27,191 | | | (27,705 | ) | | 6,063 | | |
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Total property and equipment, net | — | | | 3,436 | | | 915 | | | — | | | 4,351 | | |
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Goodwill and intangible assets | — | | | 274 | | | 2,089 | | | — | | | 2,363 | | |
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Other assets | 12 | | | 494 | | | 2,352 | | | (2,345 | ) | | 513 | | |
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Investment in subsidiaries | 11,516 | | | 25,459 | | | — | | | (36,975 | ) | | — | | |
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TOTAL ASSETS | $ | 11,566 | | | $ | 36,202 | | | $ | 32,547 | | | $ | (67,025 | ) | | $ | 13,290 | | |
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Current liabilities | | | | | | | | | | |
Short-term borrowings | $ | — | | | $ | 714 | | | $ | — | | | $ | — | | | $ | 714 | | |
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Current portion of long-term debt and capitalized lease obligations | — | | | 71 | | | 2 | | | — | | | 73 | | |
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Merchandise payables | — | | | 1,685 | | | — | | | — | | | 1,685 | | |
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Intercompany payables | 11,174 | | | 15,681 | | | — | | | (26,855 | ) | | — | | |
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Short-term deferred tax liabilities | 3 | | | 485 | | | — | | | (8 | ) | | 480 | | |
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Other current liabilities | 26 | | | 2,230 | | | 1,673 | | | (842 | ) | | 3,087 | | |
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Total current liabilities | 11,203 | | | 20,866 | | | 1,675 | | | (27,705 | ) | | 6,039 | | |
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Long-term debt and capitalized lease obligations | 1,598 | | | 3,366 | | | 39 | | | (1,902 | ) | | 3,101 | | |
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Pension and postretirement benefits | — | | | 2,325 | | | 4 | | | — | | | 2,329 | | |
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Sale-leaseback financing obligation | — | | | 426 | | | — | | | — | | | 426 | | |
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Long-term deferred tax liabilities | 56 | | | — | | | 968 | | | (306 | ) | | 718 | | |
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Other long-term liabilities | — | | | 901 | | | 1,197 | | | (239 | ) | | 1,859 | | |
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Total Liabilities | 12,857 | | | 27,884 | | | 3,883 | | | (30,152 | ) | | 14,472 | | |
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EQUITY (DEFICIT) | | | | | | | | | | |
Shareholder’s equity (deficit) | (1,291 | ) | | 8,318 | | | 28,664 | | | (36,879 | ) | | (1,188 | ) | |
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Noncontrolling interest | — | | | — | | | — | | | 6 | | | 6 | | |
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Total Equity (Deficit) | (1,291 | ) | | 8,318 | | | 28,664 | | | (36,873 | ) | | (1,182 | ) | |
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TOTAL LIABILITIES AND EQUITY (DEFICIT) | $ | 11,566 | | | $ | 36,202 | | | $ | 32,547 | | | $ | (67,025 | ) | | $ | 13,290 | | |
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|
Condensed Consolidating Balance Sheet |
May 3, 2014 |
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| | | | | | | | | | | | | | | | | | | | |
millions | Parent | | Guarantor | | Non- | | Eliminations | | Consolidated | |
Subsidiaries | Guarantor | |
| Subsidiaries | |
Current assets | | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | 574 | | | $ | 257 | | | $ | — | | | $ | 831 | | |
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Intercompany receivables | — | | | — | | | 26,059 | | | (26,059 | ) | | — | | |
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Accounts receivable | — | | | 445 | | | 117 | | | — | | | 562 | | |
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Merchandise inventories | — | | | 6,071 | | | 655 | | | — | | | 6,726 | | |
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Prepaid expenses and other current assets | 43 | | | 852 | | | 426 | | | (913 | ) | | 408 | | |
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Total current assets | 43 | | | 7,942 | | | 27,514 | | | (26,972 | ) | | 8,527 | | |
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Total property and equipment, net | — | | | 3,739 | | | 1,451 | | | — | | | 5,190 | | |
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Goodwill and intangible assets | — | | | 297 | | | 2,284 | | | — | | | 2,581 | | |
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Other assets | 13 | | | 421 | | | 2,520 | | | (2,322 | ) | | 632 | | |
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Investment in subsidiaries | 14,058 | | | 25,336 | | | — | | | (39,394 | ) | | — | | |
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TOTAL ASSETS | $ | 14,114 | | | $ | 37,735 | | | $ | 33,769 | | | $ | (68,688 | ) | | $ | 16,930 | | |
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Current liabilities | | | | | | | | | | |
Short-term borrowings | $ | — | | | $ | 1,230 | | | $ | — | | | $ | — | | | $ | 1,230 | | |
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Current portion of long-term debt and capitalized lease obligations | — | | | 65 | | | 13 | | | — | | | 78 | | |
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Merchandise payables | — | | | 2,340 | | | 272 | | | — | | | 2,612 | | |
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Intercompany payables | 12,175 | | | 13,884 | | | — | | | (26,059 | ) | | — | | |
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Short-term deferred tax liabilities | 2 | | | 504 | | | — | | | (22 | ) | | 484 | | |
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Other current liabilities | 4 | | | 2,318 | | | 2,177 | | | (891 | ) | | 3,608 | | |
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Total current liabilities | 12,181 | | | 20,341 | | | 2,462 | | | (26,972 | ) | | 8,012 | | |
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Long-term debt and capitalized lease obligations | 1,238 | | | 3,813 | | | 74 | | | (2,304 | ) | | 2,821 | | |
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Pension and postretirement benefits | — | | | 1,574 | | | 263 | | | — | | | 1,837 | | |
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Long-term deferred tax liabilities | — | | | — | | | 924 | | | (124 | ) | | 800 | | |
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Other long-term liabilities | — | | | 765 | | | 1,482 | | | (249 | ) | | 1,998 | | |
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Total Liabilities | 13,419 | | | 26,493 | | | 5,205 | | | (29,649 | ) | | 15,468 | | |
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EQUITY | | | | | | | | | | |
Shareholder’s equity | 695 | | | 11,242 | | | 28,564 | | | (39,449 | ) | | 1,052 | | |
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Noncontrolling interest | — | | | — | | | — | | | 410 | | | 410 | | |
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Total Equity | 695 | | | 11,242 | | | 28,564 | | | (39,039 | ) | | 1,462 | | |
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TOTAL LIABILITIES AND EQUITY | $ | 14,114 | | | $ | 37,735 | | | $ | 33,769 | | | $ | (68,688 | ) | | $ | 16,930 | | |
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Condensed Consolidating Balance Sheet |
January 31, 2015 |
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| | | | | | | | | | | | | | | | | | | | |
millions | Parent | | Guarantor | | Non- | | Eliminations | | Consolidated | |
Subsidiaries | Guarantor | |
| Subsidiaries | |
Current assets | | | | | | | | | | |
Cash and cash equivalents | $ | — | | | $ | 219 | | | $ | 31 | | | $ | — | | | $ | 250 | | |
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Intercompany receivables | — | | | — | | | 26,291 | | | (26,291 | ) | | — | | |
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Accounts receivable | — | | | 390 | | | 39 | | | — | | | 429 | | |
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Merchandise inventories | — | | | 4,943 | | | — | | | — | | | 4,943 | | |
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Prepaid expenses and other current assets | 38 | | | 797 | | | 274 | | | (868 | ) | | 241 | | |
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Total current assets | 38 | | | 6,349 | | | 26,635 | | | (27,159 | ) | | 5,863 | | |
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Total property and equipment, net | — | | | 3,524 | | | 925 | | | — | | | 4,449 | | |
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Goodwill and intangible assets | — | | | 277 | | | 2,089 | | | — | | | 2,366 | | |
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Other assets | 13 | | | 494 | | | 2,763 | | | (2,739 | ) | | 531 | | |
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Investment in subsidiaries | 11,700 | | | 25,350 | | | — | | | (37,050 | ) | | — | | |
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TOTAL ASSETS | $ | 11,751 | | | $ | 35,994 | | | $ | 32,412 | | | $ | (66,948 | ) | | $ | 13,209 | | |
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Current liabilities | | | | | | | | | | |
Short-term borrowings | $ | — | | | $ | 615 | | | $ | — | | | $ | — | | | $ | 615 | | |
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Current portion of long-term debt and capitalized lease obligations | — | | | 72 | | | 3 | | | — | | | 75 | | |
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Merchandise payables | — | | | 1,621 | | | — | | | — | | | 1,621 | | |
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Intercompany payables | 11,103 | | | 15,188 | | | — | | | (26,291 | ) | | — | | |
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Short-term deferred tax liabilities | 3 | | | 485 | | | — | | | (8 | ) | | 480 | | |
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Other current liabilities | 34 | | | 2,395 | | | 1,716 | | | (860 | ) | | 3,285 | | |
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Total current liabilities | 11,140 | | | 20,376 | | | 1,719 | | | (27,159 | ) | | 6,076 | | |
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Long-term debt and capitalized lease obligations | 1,590 | | | 3,736 | | | 40 | | | (2,256 | ) | | 3,110 | | |
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Pension and postretirement benefits | — | | | 2,400 | | | 4 | | | — | | | 2,404 | | |
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Long-term deferred tax liabilities | 56 | | | — | | | 981 | | | (322 | ) | | 715 | | |
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Other long-term liabilities | — | | | 889 | | | 1,205 | | | (245 | ) | | 1,849 | | |
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Total Liabilities | 12,786 | | | 27,401 | | | 3,949 | | | (29,982 | ) | | 14,154 | | |
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EQUITY (DEFICIT) | | | | | | | | | | |
Shareholder’s equity (deficit) | (1,035 | ) | | 8,593 | | | 28,463 | | | (36,972 | ) | | (951 | ) | |
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Noncontrolling interest | — | | | — | | | — | | | 6 | | | 6 | | |
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Total Equity (Deficit) | (1,035 | ) | | 8,593 | | | 28,463 | | | (36,966 | ) | | (945 | ) | |
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TOTAL LIABILITIES AND EQUITY (DEFICIT) | $ | 11,751 | | | $ | 35,994 | | | $ | 32,412 | | | $ | (66,948 | ) | | $ | 13,209 | | |
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|
Condensed Consolidating Statement of Operations |
For the 13 Weeks Ended May 2, 2015 |
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millions | | Parent | | Guarantor | | Non- | | Eliminations | | Consolidated |
Subsidiaries | Guarantor |
| Subsidiaries |
Merchandise sales and services | | $ | — | | | $ | 5,917 | | | $ | 742 | | | $ | (777 | ) | | $ | 5,882 | |
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Cost of sales, buying and occupancy | | — | | | 4,487 | | | 267 | | | (390 | ) | | 4,364 | |
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Selling and administrative | | — | | | 1,794 | | | 274 | | | (387 | ) | | 1,681 | |
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Depreciation and amortization | | — | | | 103 | | | 19 | | | — | | | 122 | |
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Gain on sales of assets | | — | | | (106 | ) | | (1 | ) | | — | | | (107 | ) |
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Total costs and expenses | | — | | | 6,278 | | | 559 | | | (777 | ) | | 6,060 | |
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Operating income (loss) | | — | | | (361 | ) | | 183 | | | — | | | (178 | ) |
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Interest expense | | (72 | ) | | (121 | ) | | (21 | ) | | 124 | | | (90 | ) |
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Interest and investment income | | — | | | 9 | | | 97 | | | (124 | ) | | (18 | ) |
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Other income | | — | | | — | | | 1 | | | — | | | 1 | |
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Income (loss) before income taxes | | (72 | ) | | (473 | ) | | 260 | | | — | | | (285 | ) |
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Income tax (expense) benefit | | — | | | 33 | | | (51 | ) | | — | | | (18 | ) |
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Equity (deficit) in earnings in subsidiaries | | (231 | ) | | 96 | | | — | | | 135 | | | — | |
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NET INCOME (LOSS) ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS | | $ | (303 | ) | | $ | (344 | ) | | $ | 209 | | | $ | 135 | | | $ | (303 | ) |
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Condensed Consolidating Statement of Operations |
For the 13 Weeks Ended May 3, 2014 |
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millions | | Parent | | Guarantor | | Non- | | Eliminations | | Consolidated |
Subsidiaries | Guarantor |
| Subsidiaries |
Merchandise sales and services | | $ | — | | | $ | 7,201 | | | $ | 1,522 | | | $ | (844 | ) | | $ | 7,879 | |
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Cost of sales, buying and occupancy | | — | | | 5,614 | | | 857 | | | (420 | ) | | 6,051 | |
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Selling and administrative | | — | | | 1,991 | | | 522 | | | (424 | ) | | 2,089 | |
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Depreciation and amortization | | — | | | 116 | | | 39 | | | — | | | 155 | |
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Impairment charges | | — | | | 5 | | | — | | | — | | | 5 | |
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Gain on sales of assets | | — | | | (33 | ) | | (13 | ) | | — | | | (46 | ) |
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Total costs and expenses | | — | | | 7,693 | | | 1,405 | | | (844 | ) | | 8,254 | |
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Operating income (loss) | | — | | | (492 | ) | | 117 | | | — | | | (375 | ) |
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Interest (expense) income | | (51 | ) | | (110 | ) | | 5 | | | 85 | | | (71 | ) |
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Interest and investment income | | — | | | 9 | | | 80 | | | (85 | ) | | 4 | |
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Other loss | | — | | | — | | | (3 | ) | | — | | | (3 | ) |
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Income (loss) before income taxes | | (51 | ) | | (593 | ) | | 199 | | | — | | | (445 | ) |
|
Income tax (expense) benefit | | — | | | 46 | | | (43 | ) | | — | | | 3 | |
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Equity (deficit) in earnings in subsidiaries | | (391 | ) | | 49 | | | — | | | 342 | | | — | |
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Net income (loss) | | (442 | ) | | (498 | ) | | 156 | | | 342 | | | (442 | ) |
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Loss attributable to noncontrolling interests | | — | | | — | | | — | | | 40 | | | 40 | |
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NET INCOME (LOSS) ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS | | $ | (442 | ) | | $ | (498 | ) | | $ | 156 | | | $ | 382 | | | $ | (402 | ) |
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Condensed Consolidating Statement of Comprehensive Income (Loss) |
For the 13 Weeks Ended May 2, 2015 |
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| | | | | | | | | | | | | | | | | | | | |
millions | | Parent | | Guarantor | | Non- | | Eliminations | | Consolidated |
Subsidiaries | Guarantor |
| Subsidiaries |
Net income (loss) | | $ | (303 | ) | | $ | (344 | ) | | $ | 209 | | | $ | 135 | | | $ | (303 | ) |
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Other comprehensive income (loss) | | | | | | | | | | |
Pension and postretirement adjustments, net of tax | | — | | | 65 | | | — | | | — | | | 65 | |
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Unrealized net loss, net of tax | | — | | | — | | | (19 | ) | | 19 | | | — | |
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Total other comprehensive income (loss) | | — | | | 65 | | | (19 | ) | | 19 | | | 65 | |
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Comprehensive income (loss) attributable to Holdings' shareholders | | $ | (303 | ) | | $ | (279 | ) | | $ | 190 | | | $ | 154 | | | $ | (238 | ) |
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Condensed Consolidating Statement of Comprehensive Income (Loss) |
For the 13 Weeks Ended May 3, 2014 |
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millions | | Parent | | Guarantor | | Non- | | Eliminations | | Consolidated |
Subsidiaries | Guarantor |
| Subsidiaries |
Net income (loss) | | $ | (442 | ) | | $ | (498 | ) | | $ | 156 | | | $ | 342 | | | $ | (442 | ) |
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Other comprehensive income (loss) | | | | | | | | | | |
Pension and postretirement adjustments, net of tax | | — | | | 28 | | | 2 | | | — | | | 30 | |
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Deferred loss on derivatives, net of tax | | (1 | ) | | — | | | — | | | — | | | (1 | ) |
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Currency translation adjustments, net of tax | | 1 | | | — | | | 10 | | | — | | | 11 | |
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Unrealized net loss, net of tax | | — | | | — | | | (49 | ) | | 49 | | | — | |
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Total other comprehensive income (loss) | | — | | | 28 | | | (37 | ) | | 49 | | | 40 | |
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Comprehensive income (loss) | | (442 | ) | | (470 | ) | | 119 | | | 391 | | | (402 | ) |
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Comprehensive loss attributable to noncontrolling interests | | — | | | — | | | — | | | 34 | | | 34 | |
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Comprehensive income (loss) attributable to Holdings' shareholders | | $ | (442 | ) | | $ | (470 | ) | | $ | 119 | | | $ | 425 | | | $ | (368 | ) |
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Condensed Consolidating Statement of Cash Flows |
For the 13 Weeks Ended May 2, 2015 |
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millions | Parent | | Guarantor | | Non- | | Eliminations | | Consolidated | |
Subsidiaries | Guarantor | |
| Subsidiaries | |
Net cash provided by (used in) operating activities | $ | — | | | $ | (762 | ) | | $ | 227 | | | $ | — | | | $ | (535 | ) | |
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Proceeds from sales of property and investments | — | | | 108 | | | — | | | — | | | 108 | | |
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Purchases of property and equipment | — | | | (42 | ) | | (2 | ) | | — | | | (44 | ) | |
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Net investing with Affiliates | — | | | — | | | (222 | ) | | 222 | | | — | | |
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Net cash provided by (used in) investing activities | — | | | 66 | | | (224 | ) | | 222 | | | 64 | | |
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Repayments of long-term debt | — | | | (217 | ) | | (1 | ) | | — | | | (218 | ) | |
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Increase in short-term borrowings, primarily 90 days or less | — | | | 299 | | | — | | | — | | | 299 | | |
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Proceeds from sale-leaseback financing | — | | | 426 | | | — | | | — | | | 426 | | |
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Net borrowing with Affiliates | — | | | 222 | | | — | | | (222 | ) | | — | | |
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Net cash provided by (used in) financing activities | — | | | 730 | | | (1 | ) | | (222 | ) | | 507 | | |
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NET INCREASE IN CASH AND CASH EQUIVALENTS | — | | | 34 | | | 2 | | | — | | | 36 | | |
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CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | — | | | 219 | | | 31 | | | — | | | 250 | | |
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CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | — | | | $ | 253 | | | $ | 33 | | | $ | — | | | $ | 286 | | |
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Condensed Consolidating Statement of Cash Flows |
For the 13 Weeks Ended May 3, 2014 |
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millions | Parent | | Guarantor | | Non- | | Eliminations | | Consolidated | |
Subsidiaries | Guarantor | |
| Subsidiaries | |
Net cash used in operating activities | $ | — | | | $ | (559 | ) | | $ | (1 | ) | | $ | — | | | $ | (560 | ) | |
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Proceeds from sales of property and investments | — | | | 79 | | | — | | | — | | | 79 | | |
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Purchases of property and equipment | — | | | (62 | ) | | (10 | ) | | — | | | (72 | ) | |
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Net investing with Affiliates | — | | | — | | | (43 | ) | | 43 | | | — | | |
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Net cash provided by (used in) investing activities | — | | | 17 | | | (53 | ) | | 43 | | | 7 | | |
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Repayments of long-term debt | — | | | (17 | ) | | (3 | ) | | — | | | (20 | ) | |
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Decrease in short-term borrowings, primarily 90 days or less | — | | | (102 | ) | | — | | | — | | | (102 | ) | |
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Lands' End, Inc. pre-separation funding | — | | | 515 | | | — | | | — | | | 515 | | |
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Separation of Lands' End, Inc. | — | | | (31 | ) | | — | | | — | | | (31 | ) | |
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Debt issuance costs | — | | | (11 | ) | | — | | | — | | | (11 | ) | |
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Intercompany dividend | — | | | 2 | | | (2 | ) | | — | | | — | | |
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Net borrowing with Affiliates | — | | | 223 | | | (180 | ) | | (43 | ) | | — | | |
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Net cash provided by (used in) financing activities | — | | | 579 | | | (185 | ) | | (43 | ) | | 351 | | |
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Effect of exchange rate changes on cash and cash equivalents | — | | | — | | | 5 | | | — | | | 5 | | |
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | — | | | 37 | | | (234 | ) | | — | | | (197 | ) | |
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CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | — | | | 537 | | | 491 | | | — | | | 1,028 | | |
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CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | — | | | $ | 574 | | | $ | 257 | | | $ | — | | | $ | 831 | | |
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