NOTE 15—GUARANTOR SUBSIDIARIES

As of January 31, 2016, HDS (the "Debt Issuer") had outstanding December 2014 First Priority Notes, October 2012 Senior Unsecured Notes, and February 2013 Senior Unsecured Notes (collectively the "Notes") guaranteed by certain of its subsidiaries (the "Subsidiary Guarantors"). The Subsidiary Guarantors are direct or indirect wholly-owned domestic subsidiaries of HDS. The subsidiaries of HDS that do not guarantee the Notes ("Non-guarantor Subsidiaries") are direct or indirect wholly-owned subsidiaries of HDS and primarily include HDS's operations in Canada.

The Debt Issuer's payment obligations under the Notes are jointly and severally guaranteed by the guarantors and all guarantees are full and unconditional.

These guarantees are subject to release under the circumstances as described below:


	(i)	concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein in accordance with the terms of the applicable indebtedness by HDS or a restricted subsidiary, following which such Subsidiary Guarantor is no longer a restricted subsidiary of HDS;
	(ii)	at any time that such Subsidiary Guarantor is released from all of its obligations under all of its guarantees of payment of any indebtedness of HDS or any Subsidiary Guarantor under all other indebtedness and is not a borrower under the Senior ABL Facility;
	(iii)	upon the merger or consolidation of any Subsidiary Guarantor with and into HDS or another Subsidiary Guarantor that is the surviving entity in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to HDS or another Subsidiary Guarantor;
	(iv)	concurrently with any Subsidiary Guarantor becoming an unrestricted subsidiary;
	(v)	during the period when the rating on the notes is changed to investment grade and certain covenants cease to apply while such investment grade rating is maintained, upon the merger or consolidation of any Subsidiary Guarantor with and into another subsidiary that is not a Subsidiary Guarantor with such other subsidiary being the surviving entity in such merger or consolidation, or upon liquidation of such Subsidiary Guarantor following the transfer of all of its assets to a subsidiary that is not a Subsidiary Guarantor;
	(vi)	upon legal or covenant defeasance of HDS's obligations under the applicable indebtedness, or satisfaction and discharge of the indenture governing the applicable indebtedness; or
	(vii)	subject to customary contingent reinstatement provisions, upon payment in full of the aggregate principal amount of all applicable indebtedness then outstanding and all other obligations guaranteed by a Subsidiary Guarantor then due and owing.

In addition, HDS has the right, upon 30 days' notice to the applicable trustee, to cause any Subsidiary Guarantor that has not guaranteed payment of any indebtedness of HDS or any Subsidiary Guarantor under all other indebtedness and is not a borrower under the Senior ABL Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect.

In connection with the issuance of the Notes, HDS determined the need for compliance with Rule 3-10 of SEC Regulation S-X. In lieu of providing separate audited financial statements for the Guarantor Subsidiaries, HDS has included the accompanying Condensed Consolidating Financial Statements in accordance with Rule 3-10(f) of SEC Regulation S-X. The following supplemental financial information sets forth, on a consolidating basis under the equity method of accounting, the condensed statements of operations and comprehensive income (loss), the condensed balance sheets, and the condensed statements of cash flows for the parent company issuer of the Notes, HDS, for the Subsidiary Guarantors and for the Non-guarantor Subsidiaries and total consolidated HDS and subsidiaries.

Holdings

Under the terms of the agreements governing the Notes issued by HDS, the Term Loan Facility entered into by HDS, and the Senior ABL Facility entered into by HDS and certain of its subsidiaries, HDS and substantially all of its existing and future 100%-owned U.S. subsidiaries are significantly restricted from making dividend payments, loans or advances to Holdings. These restrictions result in substantially all of the net assets of Holdings' 100%-owned U.S. subsidiaries being restricted (as defined in Rule 4-08(e)(3) of Regulation S-X).

In lieu of Schedule I, the condensed statements of operations and comprehensive income (loss), the condensed balance sheets, and the condensed statements of cash flows of Holdings are included in the tables below.

The condensed parent company financial information of Holdings has been provided in accordance with the rules and regulations of the SEC and should be read in conjunction with the Consolidated Financial Statements of Holdings and its subsidiaries. Pursuant to the SEC rules and regulations, the condensed parent company financial information does not include all of the financial information and notes normally included with financial statements prepared in accordance with GAAP.

The condensed parent company financial information has been prepared using the same accounting policies as described in Note 1 of Notes to Consolidated Financial Statements of Holdings and subsidiaries included herein, except for the investment in subsidiary. For the purposes of this schedule, Holdings' investment in HDS, its wholly-owned subsidiary, is stated at cost plus equity in undistributed earnings of subsidiaries since the date of acquisition. Holdings' share of net income of its unconsolidated subsidiaries is included in consolidated income using the equity method. Holdings did not receive any dividends or distributions from subsidiaries during fiscal 2015, fiscal 2014 or fiscal 2013.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Amounts in millions

	Fiscal Year 2015
	Debt Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries		Eliminations			Total HDS			Holdings
Net Sales	$	—		$	7,269		$	121	$	(2	)	$	7,388		$	—
Cost of sales		—			4,868			65		(1	)		4,932			—

Gross Profit		—			2,401			56		(1	)		2,456			—
Operating expenses:
Selling, general and administrative		73			1,482			45		(1	)		1,599			—
Depreciation and amortization		15			95			1		—			111			—
Restructuring		3			7			—		—			10			—

Total operating expenses		91			1,584			46		(1	)		1,720			—
Operating Income (Loss)		(91	)		817			10		—			736			—
Interest expense		399			243			1		(249	)		394			—
Interest (income)		(243	)		(6	)		—		249			—			—
Net (earnings) loss of equity affiliates		(354	)		—			—		354			—			(1,472	)
Loss on extinguishment & modification of debt		100			—			—		—			100
Other (income) expense, net		1			—			—		—			1			—

Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes		6			580			9		(354	)		241			1,472
Provision (benefit) for income taxes		(1,349	)		260			4		—			(1,085	)		—

Income (Loss) from Continuing Operations		1,355			320			5		(354	)		1,326			1,472
Income (loss) from discontinued operations, net of tax		117			21			8		—			146			—

Net Income (Loss)	$	1,472		$	341		$	13	$	(354	)	$	1,472		$	1,472

Other comprehensive income—foreign currency translation adjustment		12			—			12		(12	)		12			12

Total Comprehensive Income (Loss)	$	1,484		$	341		$	25	$	(366	)	$	1,484		$	1,484

	Fiscal Year 2014
	Debt Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total HDS			Holdings
Net Sales	$	—		$	6,842		$	130		$	(2	)	$	6,970		$	—
Cost of sales		—			4,635			72			(1	)		4,706			—

Gross Profit		—			2,207			58			(1	)		2,264			—
Operating expenses:
Selling, general and administrative		61			1,395			55			(1	)		1,510			—
Depreciation and amortization		17			163			1			—			181			—
Restructuring		1			5			—			—			6			—

Total operating expenses		79			1,563			56			(1	)		1,697			—
Operating Income (Loss)		(79	)		644			2			—			567			—
Interest expense		464			242			1			(245	)		462			—
Interest (income)		(241	)		(4	)		—			245			—			—
Net (earnings) loss of equity affiliates		(410	)		—			—			410			—			(3	)
Loss on extinguishment & modification of debt		108			—			—			—			108			—
Other (income) expense, net		(3	)		—			—			—			(3	)		—

Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes		3			406			1			(410	)		—			3
Provision (benefit) for income taxes		(3	)		45			—			—			42			—

Income (Loss) from Continuing Operations		6			361			1			(410	)		(42	)		3
Income (loss) from discontinued operations, net of tax		(3	)		43			5			—			45			—

Net Income (Loss)	$	3		$	404		$	6		$	(410	)	$	3		$	3

Other comprehensive income—foreign currency translation adjustment		(13	)		—			(13	)		13			(13	)		(13	)

Total Comprehensive Income (Loss)	$	(10	)	$	404		$	(7	)	$	(397	)	$	(10	)	$	(10	)

	Fiscal Year 2013
	Debt Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total HDS			Holdings
Net Sales	$	—		$	6,264		$	125		$	(2	)	$	6,387		$	—
Cost of sales		—			4,240			68			(1	)		4,307			—

Gross Profit		—			2,024			57			(1	)		2,080			—
Operating expenses:
Selling, general and administrative		61			1,327			56			(1	)		1,443			—
Depreciation and amortization		16			186			2			—			204
Restructuring charge		3			3			—			—			6			—

Total operating expenses		80			1,516			58			(1	)		1,653			—
Operating Income (Loss)		(80	)		508			(1	)		—			427			—
Interest expense		530			243			—			(245	)		528			—
Interest (income)		(242	)		(3	)		—			245			—			—
Net (earnings) loss of equity affiliates		(331	)		—			—			331			—			218
Loss on extinguishment & modification of debt		87			—			—			—			87			—
Other (income) expense, net		20			—			—			—			20			—

Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes		(144	)		268			(1	)		(331	)		(208	)		(218	)
Provision (benefit) for income taxes		101			(57	)		—			—			44			—

Income (Loss) from Continuing Operations		(245	)		325			(1	)		(331	)		(252	)		(218	)
Income (loss) from discontinued operations, net of tax		27			(10	)		17			—			34			—

Net Income (Loss)	$	(218	)	$	315		$	16		$	(331	)	$	(218	)	$	(218	)

Other comprehensive income—foreign currency translation adjustment		(13	)		—			(13	)		13			(13	)		(13	)

Total Comprehensive Income (Loss)	$	(231	)	$	315		$	3		$	(318	)	$	(231	)	$	(231	)

CONDENSED CONSOLIDATING BALANCE SHEETS

Amounts in millions

	As of January 31, 2016
	Debt Issuer		Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations			Total HDS		Holdings
ASSETS
Current assets:
Cash and cash equivalents	$	233	$	18	$	15	$	—		$	266	$	3
Receivables, net		5		883		15		—			903		—
Inventories		—		764		17		—			781		—
Other current assets		9		20		1		—			30		—

Total current assets		247		1,685		48		—			1,980		3

Property and equipment, net		55		269		2		—			326		—
Goodwill		—		2,869		—		—			2,869		—
Intangible assets, net		—		128		2		—			130		—
Deferred tax asset		759		—		2		(76	)		685		—
Investment in subsidiaries		2,623		—		—		(2,623	)		—		742
Intercompany notes receivable		2,192		627		—		(2,819	)		—		—
Other assets		20		3		—		—			23		—

Total assets	$	5,896	$	5,581	$	54	$	(5,518	)	$	6,013	$	745


LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	12	$	487	$	9	$	—		$	508	$	—
Accrued compensation and benefits		38		104		3		—			145		—
Current installments of long-term debt		9		—		—		—			9		—
Other current liabilities		93		108		7		—			208		—

Total current liabilities		152		699		19		—			870		—

Long-term debt, excluding current installments		4,302		—		—		—			4,302		—
Deferred tax liabilities		—		76		—		(76	)		—		—
Intercompany notes payable		627		2,192		—		(2,819	)		—		—
Other liabilities		73		23		3		—			99		—

Total liabilities		5,154		2,990		22		(2,895	)		5,271		—

Stockholders' equity (deficit)		742		2,591		32		(2,623	)		742		745

Total liabilities and stockholders' equity (deficit)	$	5,896	$	5,581	$	54	$	(5,518	)	$	6,013	$	745

	As of February 1, 2015
	Debt Issuer			Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations			Total HDS			Holdings
ASSETS
Current assets:
Cash and cash equivalents	$	28		$	25	$	32	$	—		$	85		$	—
Receivables, net		1			850		17		—			868			—
Inventories		—			768		16		—			784			—
Deferred tax asset		—			66		2		(59	)		9			—
Current assets of discontinued operations		—			455		54		—			509			—
Other current assets		12			29		2		—			43			—

Total current assets		41			2,193		123		(59	)		2,298			—

Property and equipment, net		55			283		2		—			340			—
Goodwill		—			2,868		1		—			2,869			—
Intangible assets, net		—			143		2		—			145			—
Deferred tax asset		8			—		1		(8	)		1			—
Non-current assets of discontinued operations		—			288		7					295
Investment in subsidiaries		3,216			—		—		(3,216	)		—			(760	)
Intercompany notes receivable		2,191			611		—		(2,802	)		—			—
Other assets		26			3		—		—			29			—

Total assets	$	5,537		$	6,389	$	136	$	(6,085	)	$	5,977		$	(760	)


LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	14		$	488	$	8	$	—		$	510		$	—
Accrued compensation and benefits		50			90		4		—			144			—
Current installments of long-term debt		34			—		—		—			34			—
Deferred tax liabilities		59			—		—		(59	)		—			—
Current liabilities of discontinued operations		—			197		20		—			217			—
Other current liabilities		124			97		9		—			230			—

Total current liabilities		281			872		41		(59	)		1,135			—

Long-term debt, excluding current installments		5,140			—		—		—			5,140			—
Deferred tax liabilities		—			174		—		(8	)		166			—
Intercompany notes payable		611			2,191		—		(2,802	)		—			—
Other liabilities		265			26		5		—			296			—

Total liabilities		6,297			3,263		46		(2,869	)		6,737			—

Stockholders' equity (deficit)		(760	)		3,126		90		(3,216	)		(760	)		(760	)

Total liabilities and stockholders' equity (deficit)	$	5,537		$	6,389	$	136	$	(6,085	)	$	5,977		$	(760	)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Amounts in millions

	Fiscal Year 2015
	Debt Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total HDS			Holdings
Net cash flows from operating activities	$	329		$	75		$	18		$	—		$	422		$	—

Cash flows from investing activities
Capital expenditures		(18	)		(67	)		(1	)		—			(86	)		—
Proceeds from sale of property and equipment		—			3			—			—			3			—
Proceeds from sale of a business		809			—			—			—			809			—
(Investments in) return of capital in equity affiliates		34			—			—			(34	)		—			—
Proceeds from (payments of) intercompany notes		—			(16	)		—			16			—			—

Net cash flows from investing activities	$	825		$	(80	)	$	(1	)	$	(18	)	$	726		$	—

Cash flows from financing activities
Proceeds from stock options exercised		—			—			—			—			—			74
Purchase of treasury shares		—			—			—			—			—			(71	)
Equity contribution (return of capital)		—			(2	)		(32	)		34			—			—
Borrowings from (repayments to) intercompany notes		16			—			—			(16	)		—			—
Borrowings of long-term debt		287			—			—			—			287			—
Repayments of long-term debt		(1,152	)		—			—			—			(1,152	)		—
Borrowings on long-term revolver		784			—			—			—			784			—
Repayments on long-term revolver		(880	)		—			—			—			(880	)		—
Debt issuance and modification fees		(6	)		—			—			—			(6	)		—
Other financing activities		2			—			—			—			2			—

Net cash flows from financing activities		(949	)		(2	)		(32	)		18			(965	)	$	3

Effect of exchange rates on cash		—			—			(2	)		—			(2	)		—

Net increase (decrease) in cash & cash equivalents	$	205		$	(7	)	$	(17	)	$	—		$	181		$	3
Cash and cash equivalents at beginning of period		28			25			32			—			85			—

Cash and cash equivalents at end of period	$	233		$	18		$	15		$	—		$	266		$	3

	Fiscal Year 2014
	Debt Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total HDS			Holdings
Net cash flows from operating activities	$	191		$	81		$	23		$	—		$	295		$	—

Cash flows from investing activities
Capital expenditures		(17	)		(102	)		—			—			(119	)		—
Proceeds from sale of property and equipment		1			4			—			—			5			—
Proceeds from sale of a business		198			—			—			—			198			—
(Investments in) return of capital in equity affiliates		27			—			—			(27	)		—			—
Proceeds from (payments of) intercompany notes		—			25			—			(25	)		—			—

Net cash flows from investing activities	$	209		$	(73	)	$	—		$	(52	)	$	84		$	—

Cash flows from financing activities
Proceeds from stock options exercised		—			—			—			—			—			48
Purchase of treasury shares		—			—			—			—			—			(52	)
Equity contribution (return of capital)		—			—			(27	)		27			—			—
Borrowings (repayments) of intercompany notes		(25	)		—			—			25			—			—
Borrowings of long-term debt		1,270			—			—			—			1,270			—
Repayments of long-term debt		(1,385	)		—			—			—			(1,385	)		—
Borrowings on long-term revolver		878			—			—			—			878			—
Repayments of long-term revolver		(1,142	)		—			—			—			(1,142	)		—
Debt issuance and modification fees		(21	)		—			—			—			(21	)		—

Net cash flows from financing activities	$	(425	)	$	—		$	(27	)	$	52		$	(400	)	$	(4	)
Effect of exchange rates on cash		—			—			(5	)		—			(5	)		—

Net increase (decrease) in cash & cash equivalents	$	(25	)	$	8		$	(9	)	$	—		$	(26	)	$	(4	)
Cash and cash equivalents at beginning of period		53			17			41			—			111			4

Cash and cash equivalents at end of period	$	28		$	25		$	32		$	—		$	85		$	—

	Fiscal Year 2013
	Debt Issuer			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Total HDS			Holdings
Net cash flows from operating activities	$	(452	)	$	72		$	13		$	—		$	(367	)	$	—
Cash flows from investing activities
Capital expenditures		(20	)		(109	)		(2	)		—			(131	)		—
Proceeds from sale of property and equipment		—			8			—			—			8			—
Proceeds from sale of a business		4			—			—			—			4			—
Settlement of acquisition of a business		—			3			—			—			3			—
Proceeds from sale of investments		936			—			—			—			936			—
(Investments in) return of capital of equity affiliates		2			—			—			(2	)		—			(1,039	)
Proceeds from (payments of) intercompany notes		—			30			—			(30	)		—			—

Net cash flows from investing activities	$	922		$	(68	)	$	(2	)	$	(32	)	$	820		$	(1,039	)
Cash flows from financing activities
Proceeds from sale of common stock in initial public offering, net of transaction fees		—			—			—			—			—			1,039
Proceeds from stock options exercised		—			—			—			—			—			4
Equity contribution (return of capital)		1,039			(2	)		—			2			1,039			—
Borrowings (repayments) of intercompany notes		(30	)		—			—			30			—			—
Borrowings of long-term debt		79			—			—			—			79			—
Repayments of long-term debt		(1,624	)		—			—			—			(1,624	)		—
Borrowings on long-term revolver		858			—			—			—			858			—
Repayments of long-term revolver		(798	)		—			—			—			(798	)		—
Debt issuance and modification fees		(34	)		—			—			—			(34	)		—
Other financing activities		2			—			—			—			2			—

Net cash flows from financing activities	$	(508	)	$	(2	)	$	—		$	32		$	(478	)	$	1,043
Effect of exchange rates on cash		—			—			(5	)		—			(5	)		—

Net increase (decrease) in cash & cash equivalents	$	(38	)	$	2		$	6		$	—		$	(30	)	$	4
Cash and cash equivalents at beginning of period		91			15			35			—			141			—

Cash and cash equivalents at end of period	$	53		$	17		$	41		$	—		$	111		$	4