Sears 2014 Annual Report Download - page 85

SEARS HOLDINGS CORPORATION
Notes to Consolidated Financial Statements—(Continued)
85
and the Company will pay interest semi-annually on June 15 and December 15 of each year. The Senior Unsecured
Notes are not guaranteed.
We accounted for the Senior Unsecured Notes in accordance with accounting standards applicable to
distinguishing liabilities from equity and debt with conversion and other options. Accordingly, we allocated the
proceeds received for the Senior Unsecured Notes based on the relative fair values of the Senior Unsecured Notes
and warrants, which resulted in a discount to the notes of approximately $278 million. The fair value of the Senior
Unsecured Notes and warrants was estimated based on quoted market prices for the same issues using Level 1
measurements as defined in Note 5. The discount is being amortized over the life of the Senior Unsecured Notes
using the effective interest method with an effective interest rate of 11.55%. Approximately $5 million of the
discount was amortized during 2014, resulting in a remaining discount of approximately $273 million at January 31,
2015. The book value of the Senior Unsecured Notes net of the remaining discount was approximately $352 million
at January 31, 2015.
Cash Collateral
We post cash collateral for certain self-insurance programs. We continue to classify the cash collateral posted
for self-insurance programs as cash and cash equivalents due to our ability to substitute letters of credit for the cash
at any time at our discretion. At January 31, 2015 and February 1, 2014, $2 million and $18 million of cash,
respectively, was posted as collateral for self-insurance programs.
Wholly owned Insurance Subsidiary and Intercompany Securities
We have numerous types of insurable risks, including workers’ compensation, product and general liability,
automobile, warranty, asbestos and environmental claims and the extended service contracts we sell to our
customers. In addition, we provide credit insurance to third party creditors of the Company to mitigate their credit
risk with the Company. The associated risks are managed through Holdings’ wholly owned insurance subsidiary,
Sears Reinsurance Company Ltd. ("Sears Re"), a Bermuda Class 3 insurer.
In accordance with applicable insurance regulations, Sears Re holds marketable securities to support the
insurance coverage it provides. Sears has utilized two securitization structures to issue specific securities in which
Sears Re has invested its capital to fund its insurance obligations. In November 2003, Sears formed a Real Estate
Mortgage Investment Conduit, or REMIC. The real estate associated with 125 Full-line stores was contributed to
indirect wholly owned subsidiaries of Sears, and then leased back to Sears. The contributed stores were mortgaged
and the REMIC issued to wholly owned subsidiaries of Sears (including Sears Re) $1.3 billion (par value) of
securities (the "REMIC Securities") that are secured by the mortgages and collateral assignments of the store leases.
Payments to the holders on the REMIC Securities are funded by the lease payments. In May 2006, a subsidiary of
Holdings contributed the rights to use the Kenmore, Craftsman and DieHard trademarks in the U.S. and its
possessions and territories to KCD IP, LLC, an indirect wholly owned subsidiary of Holdings. KCD IP, LLC has
licensed the use of the trademarks to subsidiaries of Holdings, including Sears and Kmart. Asset-backed securities
with a par value of $1.8 billion (the "KCD Securities") were issued by KCD IP, LLC and subsequently purchased by
Sears Re, the collateral for which includes the trademark rights and royalty income. Payments to the holders on the
KCD Securities are funded by the royalty payments. The issuers of the REMIC Securities and KCD Securities and
the owners of these real estate and trademark assets are bankruptcy remote, special purpose entities that are indirect
wholly owned subsidiaries of Holdings. Cash flows received from rental streams and licensing fee streams paid by
Sears, Kmart, other affiliates and third parties, are used for the payment of fees and interest on these securities. In
the fourth quarter of fiscal 2013, Holdings contributed all of the outstanding capital stock of Sears Re to SRe
Holding Corporation, a direct wholly owned subsidiary of Holdings. Sears Re thereafter reduced its excess statutory
capital through the distribution of all REMIC Securities held by it to SRe Holding Corporation. Since the inception
of the REMIC and KCD IP, LLC, the REMIC Securities and the KCD Securities have been entirely held by our
wholly owned consolidated subsidiaries. At both January 31, 2015 and February 1, 2014, the net book value of the
securitized trademark rights was approximately $1.0 billion. The net book value of the securitized real estate assets
was approximately $0.7 billion at both January 31, 2015 and February 1, 2014.