GUARANTOR/NON-GUARANTOR SUBSIDIARY FINANCIAL INFORMATION | GUARANTOR/NON-GUARANTOR SUBSIDIARY FINANCIAL INFORMATION At August 1, 2015 , the principal amount outstanding of the Company's 6 5/8% Senior Secured Notes due 2018 was $1.24 billion . The Senior Secured Notes were issued in 2010 by Sears Holdings Corporation ("Parent"). The Senior Secured 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 August 1, 2015 , August 2, 2014 and January 31, 2015 , the Condensed Consolidating Statements of Operations and the Condensed Consolidating Statements of Comprehensive Income (Loss) for the 13- and 26- week periods ended August 1, 2015 and August 2, 2014 , and the Condensed Consolidating Statements of Cash flows for the 13- and 26- week periods ended August 1, 2015 and August 2, 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 26-week period ended August 2, 2014 . Net loss attributable to Holdings' shareholders included net income of approximately $5 million from the Lands' End domestic business for the 26-week period ended August 2, 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 August 2, 2014 attributable to Sears Canada. Merchandise sales and services included revenues of approximately $780 million and $1.5 billion , respectively, for the 13- and 26- week periods ended August 2, 2014 . Net loss attributable to Holdings' shareholders included net loss of approximately $9 million and $51 million , respectively, for the 13- and 26- week periods ended August 2, 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. Condensed Consolidating Balance Sheet August 1, 2015 millions Parent Guarantor Non- Eliminations Consolidated Current assets Cash and cash equivalents $ — $ 1,779 $ 40 $ — $ 1,819 Intercompany receivables — — 27,040 (27,040 ) — Accounts receivable 10 415 35 — 460 Merchandise inventories — 5,028 — — 5,028 Prepaid expenses and other current assets 39 796 271 (836 ) 270 Total current assets 49 8,018 27,386 (27,876 ) 7,577 Total property and equipment, net — 1,902 830 — 2,732 Goodwill and intangible assets — 271 2,089 — 2,360 Other assets 11 754 2,255 (2,503 ) 517 Investment in subsidiaries 11,690 25,575 — (37,265 ) — TOTAL ASSETS $ 11,750 $ 36,520 $ 32,560 $ (67,644 ) $ 13,186 Current liabilities Short-term borrowings $ — $ 6 $ — $ — $ 6 Current portion of long-term debt and capitalized lease obligations — 68 2 — 70 Merchandise payables — 1,704 — — 1,704 Intercompany payables 11,057 15,983 — (27,040 ) — Short-term deferred tax liabilities 3 477 — (8 ) 472 Other current liabilities 40 2,359 1,662 (828 ) 3,233 Total current liabilities 11,100 20,597 1,664 (27,876 ) 5,485 Long-term debt and capitalized lease obligations 1,606 3,252 39 (1,829 ) 3,068 Pension and postretirement benefits — 2,253 5 — 2,258 Deferred gain on sale-leaseback — 798 — — 798 Sale-leaseback financing obligation — 164 — — 164 Long-term deferred tax liabilities 56 — 966 (533 ) 489 Other long-term liabilities — 874 1,194 (238 ) 1,830 Total Liabilities 12,762 27,938 3,868 (30,476 ) 14,092 EQUITY (DEFICIT) Shareholder's equity (deficit) (1,012 ) 8,582 28,692 (37,174 ) (912 ) Noncontrolling interest — — — 6 6 Total Equity (Deficit) (1,012 ) 8,582 28,692 (37,168 ) (906 ) TOTAL LIABILITIES AND EQUITY (DEFICIT) $ 11,750 $ 36,520 $ 32,560 $ (67,644 ) $ 13,186 Condensed Consolidating Balance Sheet August 2, 2014 millions Parent Guarantor Non- Eliminations Consolidated Current assets Cash and cash equivalents $ — $ 565 $ 264 $ — $ 829 Intercompany receivables — — 26,369 (26,369 ) — Accounts receivable — 397 119 — 516 Merchandise inventories — 5,783 600 — 6,383 Prepaid expenses and other current assets 43 971 451 (1,036 ) 429 Total current assets 43 7,716 27,803 (27,405 ) 8,157 Total property and equipment, net — 3,680 1,411 — 5,091 Goodwill and intangible assets — 288 2,283 — 2,571 Other assets 12 427 2,742 (2,562 ) 619 Investment in subsidiaries 13,638 25,474 — (39,112 ) — TOTAL ASSETS $ 13,693 $ 37,585 $ 34,239 $ (69,079 ) $ 16,438 Current liabilities Short-term borrowings $ — $ 1,404 $ — $ — $ 1,404 Current portion of long-term debt and capitalized lease obligations — 72 13 — 85 Merchandise payables — 2,239 267 — 2,506 Intercompany payables 12,112 14,257 — (26,369 ) — Short-term deferred tax liabilities 2 504 — (22 ) 484 Other current liabilities 25 2,362 2,325 (1,013 ) 3,699 Total current liabilities 12,139 20,838 2,605 (27,404 ) 8,178 Long-term debt and capitalized lease obligations 1,238 3,805 70 (2,298 ) 2,815 Pension and postretirement benefits — 1,480 241 — 1,721 Long-term deferred tax liabilities — — 1,006 (208 ) 798 Other long-term liabilities — 794 1,466 (253 ) 2,007 Total Liabilities 13,377 26,917 5,388 (30,163 ) 15,519 EQUITY Shareholder's equity 316 10,668 28,851 (39,323 ) 512 Noncontrolling interest — — — 407 407 Total Equity 316 10,668 28,851 (38,916 ) 919 TOTAL LIABILITIES AND EQUITY $ 13,693 $ 37,585 $ 34,239 $ (69,079 ) $ 16,438 Condensed Consolidating Balance Sheet January 31, 2015 millions Parent Guarantor Non- Eliminations Consolidated Current assets Cash and cash equivalents $ — $ 219 $ 31 $ — $ 250 Intercompany receivables — — 26,291 (26,291 ) — Accounts receivable — 390 39 — 429 Merchandise inventories — 4,943 — — 4,943 Prepaid expenses and other current assets 38 797 274 (868 ) 241 Total current assets 38 6,349 26,635 (27,159 ) 5,863 Total property and equipment, net — 3,524 925 — 4,449 Goodwill and intangible assets — 277 2,089 — 2,366 Other assets 13 494 2,763 (2,739 ) 531 Investment in subsidiaries 11,700 25,350 — (37,050 ) — TOTAL ASSETS $ 11,751 $ 35,994 $ 32,412 $ (66,948 ) $ 13,209 Current liabilities Short-term borrowings $ — $ 615 $ — $ — $ 615 Current portion of long-term debt and capitalized lease obligations — 72 3 — 75 Merchandise payables — 1,621 — — 1,621 Intercompany payables 11,103 15,188 — (26,291 ) — Short-term deferred tax liabilities 3 485 — (8 ) 480 Other current liabilities 34 2,395 1,716 (860 ) 3,285 Total current liabilities 11,140 20,376 1,719 (27,159 ) 6,076 Long-term debt and capitalized lease obligations 1,590 3,736 40 (2,256 ) 3,110 Pension and postretirement benefits — 2,400 4 — 2,404 Long-term deferred tax liabilities 56 — 981 (322 ) 715 Other long-term liabilities — 889 1,205 (245 ) 1,849 Total Liabilities 12,786 27,401 3,949 (29,982 ) 14,154 EQUITY (DEFICIT) Shareholder's equity (deficit) (1,035 ) 8,593 28,463 (36,972 ) (951 ) Noncontrolling interest — — — 6 6 Total Equity (Deficit) (1,035 ) 8,593 28,463 (36,966 ) (945 ) TOTAL LIABILITIES AND EQUITY (DEFICIT) $ 11,751 $ 35,994 $ 32,412 $ (66,948 ) $ 13,209 Condensed Consolidating Statement of Operations For the 13 Weeks Ended August 1, 2015 millions Parent Guarantor Non- Eliminations Consolidated Merchandise sales and services $ — $ 6,271 $ 693 $ (753 ) $ 6,211 Cost of sales, buying and occupancy — 4,894 280 (398 ) 4,776 Selling and administrative 1 1,826 222 (355 ) 1,694 Depreciation and amortization — 97 17 — 114 Impairment charges — 54 — — 54 Gain on sales of assets — (519 ) (7 ) — (526 ) Total costs and expenses 1 6,352 512 (753 ) 6,112 Operating income (loss) (1 ) (81 ) 181 — 99 Interest expense (72 ) (117 ) (21 ) 125 (85 ) Interest and investment income (loss) (11 ) 11 99 (125 ) (26 ) Other loss — — (1 ) — (1 ) Income (loss) before income taxes (84 ) (187 ) 258 — (13 ) Income tax (expense) benefit — 266 (45 ) — 221 Equity in earnings in subsidiaries 292 108 — (400 ) — NET INCOME ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS $ 208 $ 187 $ 213 $ (400 ) $ 208 Condensed Consolidating Statement of Operations For the 13 Weeks Ended August 2, 2014 millions Parent Guarantor Non- Eliminations Consolidated Merchandise sales and services $ — $ 7,315 $ 1,530 $ (832 ) $ 8,013 Cost of sales, buying and occupancy — 5,793 903 (425 ) 6,271 Selling and administrative 1 2,079 445 (407 ) 2,118 Depreciation and amortization — 115 37 — 152 Impairment charges — 5 15 — 20 Gain on sales of assets — (34 ) — — (34 ) Total costs and expenses 1 7,958 1,400 (832 ) 8,527 Operating income (loss) (1 ) (643 ) 130 — (514 ) Interest expense (53 ) (111 ) (52 ) 144 (72 ) Interest and investment income — 9 167 (144 ) 32 Other income — — 5 — 5 Income (loss) before income taxes (54 ) (745 ) 250 — (549 ) Income tax (expense) benefit — 1 (33 ) — (32 ) Equity (deficit) in earnings in subsidiaries (527 ) 125 — 402 — Net income (loss) (581 ) (619 ) 217 402 (581 ) Loss attributable to noncontrolling interests — — — 8 8 NET INCOME (LOSS) ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS $ (581 ) $ (619 ) $ 217 $ 410 $ (573 ) Condensed Consolidating Statement of Operations For the 26 Weeks Ended August 1, 2015 millions Parent Guarantor Non- Eliminations Consolidated Merchandise sales and services $ — $ 12,188 $ 1,435 $ (1,530 ) $ 12,093 Cost of sales, buying and occupancy — 9,381 547 (788 ) 9,140 Selling and administrative 1 3,620 496 (742 ) 3,375 Depreciation and amortization — 200 36 — 236 Impairment charges — 54 — 54 Gain on sales of assets — (625 ) (8 ) — (633 ) Total costs and expenses 1 12,630 1,071 (1,530 ) 12,172 Operating income (loss) (1 ) (442 ) 364 — (79 ) Interest expense (144 ) (238 ) (42 ) 249 (175 ) Interest and investment income (loss) (11 ) 20 196 (249 ) (44 ) Income (loss) before income taxes (156 ) (660 ) 518 — (298 ) Income tax (expense) benefit — 299 (96 ) — 203 Equity in earnings in subsidiaries 61 204 — (265 ) — NET INCOME (LOSS) ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS $ (95 ) $ (157 ) $ 422 $ (265 ) $ (95 ) Condensed Consolidating Statement of Operations For the 26 Weeks Ended August 2, 2014 millions Parent Guarantor Non- Eliminations Consolidated Merchandise sales and services $ — $ 14,516 $ 3,052 $ (1,676 ) $ 15,892 Cost of sales, buying and occupancy — 11,407 1,760 (845 ) 12,322 Selling and administrative 1 4,070 967 (831 ) 4,207 Depreciation and amortization — 231 76 — 307 Impairment charges — 10 15 — 25 Gain on sales of assets — (67 ) (13 ) — (80 ) Total costs and expenses 1 15,651 2,805 (1,676 ) 16,781 Operating income (loss) (1 ) (1,135 ) 247 — (889 ) Interest expense (104 ) (221 ) (47 ) 229 (143 ) Interest and investment income — 18 247 (229 ) 36 Other income — — 2 — 2 Income (loss) before income taxes (105 ) (1,338 ) 449 — (994 ) Income tax (expense) benefit — 47 (76 ) — (29 ) Equity (deficit) in earnings in subsidiaries (918 ) 174 — 744 — Net income (loss) (1,023 ) (1,117 ) 373 744 (1,023 ) Loss attributable to noncontrolling interests — — — 48 48 NET INCOME (LOSS) ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS $ (1,023 ) $ (1,117 ) $ 373 $ 792 $ (975 ) Condensed Consolidating Statement of Comprehensive Income For the 13 Weeks Ended August 1, 2015 millions Parent Guarantor Non- Eliminations Consolidated Net income $ 208 $ 187 $ 213 $ (400 ) $ 208 Other comprehensive income Pension and postretirement adjustments, net of tax — 66 — — 66 Unrealized net gain, net of tax — — 3 (3 ) — Total other comprehensive income — 66 3 (3 ) 66 Comprehensive income attributable to Holdings' shareholders $ 208 $ 253 $ 216 $ (403 ) $ 274 Condensed Consolidating Statement of Comprehensive Income (Loss) For the 13 Weeks Ended August 2, 2014 millions Parent Guarantor Non- Eliminations Consolidated Net income (loss) $ (581 ) $ (619 ) $ 217 $ 402 $ (581 ) Other comprehensive income (loss) Pension and postretirement adjustments, net of tax — 29 6 — 35 Deferred loss on derivatives, net of tax (1 ) — — — (1 ) Currency translation adjustments, net of tax (1 ) — 4 — 3 Unrealized net gain, net of tax — — 161 (161 ) — Total other comprehensive income (loss) (2 ) 29 171 (161 ) 37 Comprehensive income (loss) (583 ) (590 ) 388 241 (544 ) Comprehensive loss attributable to noncontrolling interests — — — 3 3 Comprehensive income (loss) attributable to Holdings' shareholders $ (583 ) $ (590 ) $ 388 $ 244 $ (541 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the 26 Weeks Ended August 1, 2015 millions Parent Guarantor Non- Eliminations Consolidated Net income (loss) $ (95 ) $ (157 ) $ 422 $ (265 ) $ (95 ) Other comprehensive income (loss) Pension and postretirement adjustments, net of tax — 131 — — 131 Unrealized net loss, net of tax — — (16 ) 16 — Total other comprehensive income (loss) — 131 (16 ) 16 131 Comprehensive income (loss) attributable to Holdings' shareholders $ (95 ) $ (26 ) $ 406 $ (249 ) $ 36 Condensed Consolidating Statement of Comprehensive Income (Loss) For the 26 Weeks Ended August 2, 2014 millions Parent Guarantor Non- Eliminations Consolidated Net income (loss) $ (1,023 ) $ (1,117 ) $ 373 $ 744 $ (1,023 ) Other comprehensive income (loss) Pension and postretirement adjustments, net of tax — 57 8 — 65 Deferred loss on derivatives, net of tax (2 ) — — — (2 ) Currency translation adjustments, net of tax — — 14 — 14 Unrealized net gain, net of tax — — 112 (112 ) — Total other comprehensive income (loss) (2 ) 57 134 (112 ) 77 Comprehensive income (loss) (1,025 ) (1,060 ) 507 632 (946 ) Comprehensive loss attributable to noncontrolling interests — — — 37 37 Comprehensive income (loss) attributable to Holdings' shareholders $ (1,025 ) $ (1,060 ) $ 507 $ 669 $ (909 ) Condensed Consolidating Statement of Cash Flows For the 26 Weeks Ended August 1, 2015 millions Parent Guarantor Non- Eliminations Consolidated Net cash provided by (used in) operating activities $ 186 $ (1,346 ) $ 519 $ (191 ) $ (832 ) Proceeds from sales of property and investments — 2,673 5 — 2,678 Purchases of property and equipment — (82 ) (4 ) — (86 ) Net investing with Affiliates (186 ) — (318 ) 504 — Net cash provided by (used in) investing activities (186 ) 2,591 (317 ) 504 2,592 Repayments of long-term debt — (441 ) (2 ) — (443 ) Increase in short-term borrowings, primarily 90 days or less — (209 ) — — (209 ) Proceeds from sale-leaseback financing — 508 — — 508 Debt issuance costs — (47 ) — — (47 ) Intercompany dividend — — (191 ) 191 — Net borrowing with Affiliates — 504 — (504 ) — Net cash provided by (used in) financing activities — 315 (193 ) (313 ) (191 ) NET INCREASE IN CASH AND CASH EQUIVALENTS — 1,560 9 — 1,569 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR — 219 31 — 250 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 1,779 $ 40 $ — $ 1,819 Condensed Consolidating Statement of Cash Flows For the 26 Weeks Ended August 2, 2014 millions Parent Guarantor Non- Eliminations Consolidated Net cash provided by (used in) operating activities $ 92 $ (1,029 ) $ 290 $ (100 ) $ (747 ) Proceeds from sales of property and investments — 133 31 — 164 Purchases of property and equipment — (107 ) (19 ) — (126 ) Net investing with Affiliates (92 ) — (429 ) 521 — Net cash provided by (used in) investing activities (92 ) 26 (417 ) 521 38 Repayments of long-term debt — (35 ) (7 ) — (42 ) Decrease in short-term borrowings, primarily 90 days or less — 72 — — 72 Lands' End, Inc. pre-separation funding — 515 — — 515 Separation of Lands' End, Inc. — (31 ) — — (31 ) Debt issuance costs — (11 ) — — (11 ) Intercompany dividend — — (100 ) 100 — Net borrowing with Affiliates — 521 — (521 ) — Net cash provided by (used in) financing activities — 1,031 (107 ) (421 ) 503 Effect of exchange rate changes on cash and cash equivalents — — 7 — 7 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — 28 (227 ) — (199 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR — 537 491 — 1,028 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 565 $ 264 $ — $ 829 |