GUARANTOR/NON-GUARANTOR SUBSIDIARY FINANCIAL INFORMATION | GUARANTOR/NON-GUARANTOR SUBSIDIARY FINANCIAL INFORMATION At October 31, 2015 , the principal amount outstanding of the Company's 6 5/8% Senior Secured Notes due 2018 was $304 million . 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 October 31, 2015 , November 1, 2014 and January 31, 2015 , the Condensed Consolidating Statements of Operations and the Condensed Consolidating Statements of Comprehensive Income (Loss) for the 13 - and 39 -week periods ended October 31, 2015 and November 1, 2014 , and the Condensed Consolidating Statements of Cash flows for the 13 - and 39 -week periods ended October 31, 2015 and November 1, 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 39 -week period ended November 1, 2014 . Net loss attributable to Holdings' shareholders included net income of approximately $5 million from the Lands' End domestic business for the 39 -week period ended November 1, 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. Merchandise sales and services in the following condensed consolidated financial statements included revenues of approximately $611 million and $2.1 billion , respectively, for the 13 - and 39 -week periods ended November 1, 2014 . Net loss attributable to Holdings' shareholders included net loss of approximately $86 million and $137 million , respectively, for the 13 - and 39 -week periods ended November 1, 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 October 31, 2015 millions Parent Guarantor Non- Eliminations Consolidated Current assets Cash and cash equivalents $ — $ 256 $ 38 $ — $ 294 Intercompany receivables — — 27,181 (27,181 ) — Accounts receivable 9 441 25 — 475 Merchandise inventories — 6,208 — — 6,208 Prepaid expenses and other current assets 39 611 269 (677 ) 242 Total current assets 48 7,516 27,513 (27,858 ) 7,219 Total property and equipment, net — 1,852 816 — 2,668 Goodwill and intangible assets — 270 2,089 — 2,359 Other assets 6 700 2,129 (2,312 ) 523 Investment in subsidiaries 11,328 25,701 — (37,029 ) — TOTAL ASSETS $ 11,382 $ 36,039 $ 32,547 $ (67,199 ) $ 12,769 Current liabilities Short-term borrowings $ — $ 686 $ — $ — $ 686 Current portion of long-term debt and capitalized lease obligations — 69 2 — 71 Merchandise payables — 2,295 — — 2,295 Intercompany payables 11,987 15,194 — (27,181 ) — Short-term deferred tax liabilities 3 427 — (8 ) 422 Other current liabilities 28 2,215 1,470 (669 ) 3,044 Total current liabilities 12,018 20,886 1,472 (27,858 ) 6,518 Long-term debt and capitalized lease obligations 681 3,058 39 (1,654 ) 2,124 Pension and postretirement benefits — 2,128 5 — 2,133 Deferred gain on sale-leaseback — 775 — — 775 Sale-leaseback financing obligation — 164 — — 164 Long-term deferred tax liabilities 56 — 976 (495 ) 537 Other long-term liabilities — 865 1,181 (235 ) 1,811 Total Liabilities 12,755 27,876 3,673 (30,242 ) 14,062 EQUITY (DEFICIT) Shareholder's equity (deficit) (1,373 ) 8,163 28,874 (36,964 ) (1,300 ) Noncontrolling interest — — — 7 7 Total Equity (Deficit) (1,373 ) 8,163 28,874 (36,957 ) (1,293 ) TOTAL LIABILITIES AND EQUITY (DEFICIT) $ 11,382 $ 36,039 $ 32,547 $ (67,199 ) $ 12,769 Condensed Consolidating Balance Sheet November 1, 2014 millions Parent Guarantor Non- Eliminations Consolidated Current assets Cash and cash equivalents $ — $ 296 $ 30 $ — $ 326 Intercompany receivables — — 26,681 (26,681 ) — Accounts receivable 103 409 34 — 546 Merchandise inventories — 6,464 — — 6,464 Prepaid expenses and other current assets 43 796 288 (872 ) 255 Total current assets 146 7,965 27,033 (27,553 ) 7,591 Total property and equipment, net — 3,610 951 — 4,561 Goodwill and intangible assets — 284 2,089 — 2,373 Other assets 117 433 2,535 (2,441 ) 644 Investment in subsidiaries 13,013 25,589 — (38,602 ) — TOTAL ASSETS $ 13,276 $ 37,881 $ 32,608 $ (68,596 ) $ 15,169 Current liabilities Short-term borrowings $ — $ 2,096 $ — $ — $ 2,096 Current portion of long-term debt and capitalized lease obligations — 71 4 — 75 Merchandise payables — 2,431 — — 2,431 Intercompany payables 12,101 14,579 — (26,680 ) — Short-term deferred tax liabilities 1 501 — (21 ) 481 Other current liabilities 4 2,355 1,823 (851 ) 3,331 Total current liabilities 12,106 22,033 1,827 (27,552 ) 8,414 Long-term debt and capitalized lease obligations 1,238 3,668 36 (2,173 ) 2,769 Pension and postretirement benefits — 1,316 4 — 1,320 Long-term deferred tax liabilities — — 917 (207 ) 710 Other long-term liabilities — 774 1,305 (249 ) 1,830 Total Liabilities 13,344 27,791 4,089 (30,181 ) 15,043 EQUITY (DEFICIT) Shareholder's equity (deficit) (68 ) 10,090 28,519 (38,421 ) 120 Noncontrolling interest — — — 6 6 Total Equity (Deficit) (68 ) 10,090 28,519 (38,415 ) 126 TOTAL LIABILITIES AND EQUITY (DEFICIT) $ 13,276 $ 37,881 $ 32,608 $ (68,596 ) $ 15,169 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 October 31, 2015 millions Parent Guarantor Non- Eliminations Consolidated Merchandise sales and services $ — $ 5,766 $ 725 $ (741 ) $ 5,750 Cost of sales, buying and occupancy — 4,616 291 (419 ) 4,488 Selling and administrative 1 1,706 245 (322 ) 1,630 Depreciation and amortization — 76 18 — 94 Impairment charges — 17 — — 17 Gain on sales of assets — (97 ) — — (97 ) Total costs and expenses 1 6,318 554 (741 ) 6,132 Operating income (loss) (1 ) (552 ) 171 — (382 ) Interest expense (60 ) (117 ) (21 ) 124 (74 ) Interest and investment income (loss) (3 ) 8 136 (124 ) 17 Income (loss) before income taxes (64 ) (661 ) 286 — (439 ) Income tax (expense) benefit — 33 (47 ) — (14 ) Equity (deficit) in earnings in subsidiaries (390 ) 138 — 252 — Net income (loss) (454 ) (490 ) 239 252 (453 ) Income attributable to noncontrolling interests — — (1 ) — (1 ) NET INCOME (LOSS) ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS $ (454 ) $ (490 ) $ 238 $ 252 $ (454 ) Condensed Consolidating Statement of Operations For the 13 Weeks Ended November 1, 2014 millions Parent Guarantor Non- Eliminations Consolidated Merchandise sales and services $ — $ 6,638 $ 1,186 $ (617 ) $ 7,207 Cost of sales, buying and occupancy — 5,272 767 (433 ) 5,606 Selling and administrative — 1,958 237 (184 ) 2,011 Depreciation and amortization — 116 32 — 148 Gain on sales of assets — (66 ) (2 ) — (68 ) Total costs and expenses — 7,280 1,034 (617 ) 7,697 Operating income (loss) — (642 ) 152 — (490 ) Interest expense (52 ) (123 ) (23 ) 120 (78 ) Interest and investment income 91 — 126 (120 ) 97 Other income — — 2 — 2 Income (loss) before income taxes 39 (765 ) 257 — (469 ) Income tax (expense) benefit — 31 (190 ) — (159 ) Equity (deficit) in earnings in subsidiaries (667 ) (29 ) — 696 — Net income (loss) (628 ) (763 ) 67 696 (628 ) Loss attributable to noncontrolling interests — — — 80 80 NET INCOME (LOSS) ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS $ (628 ) $ (763 ) $ 67 $ 776 $ (548 ) Condensed Consolidating Statement of Operations For the 39 Weeks Ended October 31, 2015 millions Parent Guarantor Non- Eliminations Consolidated Merchandise sales and services $ — $ 17,954 $ 2,160 $ (2,271 ) $ 17,843 Cost of sales, buying and occupancy — 13,997 838 (1,207 ) 13,628 Selling and administrative 2 5,326 741 (1,064 ) 5,005 Depreciation and amortization — 276 54 — 330 Impairment charges — 71 — — 71 Gain on sales of assets — (722 ) (8 ) — (730 ) Total costs and expenses 2 18,948 1,625 (2,271 ) 18,304 Operating income (loss) (2 ) (994 ) 535 — (461 ) Interest expense (204 ) (355 ) (63 ) 373 (249 ) Interest and investment income (loss) (14 ) 28 332 (373 ) (27 ) Income (loss) before income taxes (220 ) (1,321 ) 804 — (737 ) Income tax (expense) benefit — 332 (143 ) — 189 Equity (deficit) in earnings in subsidiaries (329 ) 342 — (13 ) — Net income (loss) (549 ) (647 ) 661 (13 ) (548 ) Income attributable to noncontrolling interests — — (1 ) — (1 ) NET INCOME (LOSS) ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS $ (549 ) $ (647 ) $ 660 $ (13 ) $ (549 ) Condensed Consolidating Statement of Operations For the 39 Weeks Ended November 1, 2014 millions Parent Guarantor Non- Eliminations Consolidated Merchandise sales and services $ — $ 21,154 $ 4,238 $ (2,293 ) $ 23,099 Cost of sales, buying and occupancy — 16,679 2,527 (1,278 ) 17,928 Selling and administrative 1 6,028 1,204 (1,015 ) 6,218 Depreciation and amortization — 347 108 — 455 Impairment charges — 10 15 — 25 Gain on sales of assets — (133 ) (15 ) — (148 ) Total costs and expenses 1 22,931 3,839 (2,293 ) 24,478 Operating income (loss) (1 ) (1,777 ) 399 — (1,379 ) Interest expense (156 ) (344 ) (70 ) 349 (221 ) Interest and investment income 91 18 373 (349 ) 133 Other income — — 4 — 4 Income (loss) before income taxes (66 ) (2,103 ) 706 — (1,463 ) Income tax (expense) benefit — 78 (266 ) — (188 ) Equity (deficit) in earnings in subsidiaries (1,585 ) 145 — 1,440 — Net income (loss) (1,651 ) (1,880 ) 440 1,440 (1,651 ) Loss attributable to noncontrolling interests — — — 128 128 NET INCOME (LOSS) ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS $ (1,651 ) $ (1,880 ) $ 440 $ 1,568 $ (1,523 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the 13 Weeks Ended October 31, 2015 millions Parent Guarantor Non- Eliminations Consolidated Net income (loss) $ (454 ) $ (490 ) $ 239 $ 252 $ (453 ) Other comprehensive income Pension and postretirement adjustments, net of tax — 65 — — 65 Unrealized net gain, net of tax — — 27 (27 ) — Total other comprehensive income — 65 27 (27 ) 65 Comprehensive income (loss) (454 ) (425 ) 266 225 (388 ) Comprehensive loss attributable to noncontrolling interests — — — (1 ) (1 ) Comprehensive income (loss) attributable to Holdings' shareholders $ (454 ) $ (425 ) $ 266 $ 224 $ (389 ) Condensed Consolidating Statement of Comprehensive Loss For the 13 Weeks Ended November 1, 2014 millions Parent Guarantor Non- Eliminations Consolidated Net income (loss) $ (628 ) $ (763 ) $ 67 $ 696 $ (628 ) Other comprehensive income (loss) Pension and postretirement adjustments, net of tax — 28 2 — 30 Currency translation adjustments, net of tax 5 — (16 ) — (11 ) Sears Canada de-consolidation 54 10 (250 ) — (186 ) Unrealized net gain, net of tax — — 8 (8 ) — Total other comprehensive income (loss) 59 38 (256 ) (8 ) (167 ) Comprehensive loss (569 ) (725 ) (189 ) 688 (795 ) Comprehensive loss attributable to noncontrolling interests — — — 401 401 Comprehensive loss attributable to Holdings' shareholders $ (569 ) $ (725 ) $ (189 ) $ 1,089 $ (394 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the 39 Weeks Ended October 31, 2015 millions Parent Guarantor Non- Eliminations Consolidated Net income (loss) $ (549 ) $ (647 ) $ 661 $ (13 ) $ (548 ) Other comprehensive income Pension and postretirement adjustments, net of tax — 196 — — 196 Unrealized net loss, net of tax — — 11 (11 ) — Total other comprehensive income — 196 11 (11 ) 196 Comprehensive income (loss) (549 ) (451 ) 672 (24 ) (352 ) Comprehensive loss attributable to noncontrolling interests — — — (1 ) (1 ) Comprehensive income (loss) attributable to Holdings' shareholders $ (549 ) $ (451 ) $ 672 $ (25 ) $ (353 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the 39 Weeks Ended November 1, 2014 millions Parent Guarantor Non- Eliminations Consolidated Net income (loss) $ (1,651 ) $ (1,880 ) $ 440 $ 1,440 $ (1,651 ) Other comprehensive income (loss) Pension and postretirement adjustments, net of tax — 85 10 — 95 Deferred loss on derivatives, net of tax (2 ) — — — (2 ) Currency translation adjustments, net of tax 5 — (2 ) — 3 Sears Canada de-consolidation 54 10 (250 ) — (186 ) Unrealized net gain, net of tax — — 120 (120 ) — Total other comprehensive income (loss) 57 95 (122 ) (120 ) (90 ) Comprehensive income (loss) (1,594 ) (1,785 ) 318 1,320 (1,741 ) Comprehensive loss attributable to noncontrolling interests — — — 438 438 Comprehensive income (loss) attributable to Holdings' shareholders $ (1,594 ) $ (1,785 ) $ 318 $ 1,758 $ (1,303 ) Condensed Consolidating Statement of Cash Flows For the 39 Weeks Ended October 31, 2015 millions Parent Guarantor Non- Eliminations Consolidated Net cash provided by (used in) operating activities $ 249 $ (2,691 ) $ 642 $ (254 ) $ (2,054 ) Proceeds from sales of property and investments 2,703 5 — 2,708 Purchases of property and equipment (146 ) (6 ) — (152 ) Net investing with Affiliates (249 ) — (378 ) 627 — Net cash provided by (used in) investing activities (249 ) 2,557 (379 ) 627 2,556 Repayments of long-term debt — (1,385 ) (2 ) — (1,387 ) Increase in short-term borrowings, primarily 90 days or less — 471 — — 471 Proceeds from sale-leaseback financing — 508 — — 508 Debt issuance costs — (50 ) — — (50 ) Intercompany dividend — (254 ) 254 — Net borrowing with Affiliates — 627 — (627 ) — Net cash provided by (used in) financing activities — 171 (256 ) (373 ) (458 ) NET INCREASE IN CASH AND CASH EQUIVALENTS — 37 7 — 44 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR — 219 31 — 250 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 256 $ 38 $ — $ 294 Condensed Consolidating Statement of Cash Flows For the 39 Weeks Ended November 1, 2014 millions Parent Guarantor Non- Eliminations Consolidated Net cash provided by (used in) operating activities $ 233 $ (2,473 ) $ 539 $ (241 ) $ (1,942 ) Proceeds from sales of property and investments — 250 66 — 316 Purchases of property and equipment — (170 ) (32 ) — (202 ) Sears Canada de-consolidation — — (207 ) — (207 ) Proceeds from Sears Canada rights offering 169 — — — 169 Net investing with Affiliates (402 ) — (573 ) 975 — Net cash provided by (used in) investing activities (233 ) 80 (746 ) 975 76 Proceeds from debt issuances — 400 — — 400 Repayments of long-term debt — (51 ) (10 ) — (61 ) Increase in short-term borrowings, primarily 90 days or less — 364 — — 364 Lands' End, Inc. pre-separation funding — 515 — — 515 Separation of Lands' End, Inc. — (31 ) — — (31 ) Debt issuance costs — (20 ) — — (20 ) Intercompany dividend — — (241 ) 241 — Net borrowing with Affiliates — 975 — (975 ) — Net cash provided by (used in) financing activities — 2,152 (251 ) (734 ) 1,167 Effect of exchange rate changes on cash and cash equivalents — — (3 ) — (3 ) NET DECREASE IN CASH AND CASH EQUIVALENTS — (241 ) (461 ) — (702 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR — 537 491 — 1,028 CASH AND CASH EQUIVALENTS, END OF PERIOD $ — $ 296 $ 30 $ — $ 326 |