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We recognized $207 million, $667 million and $468 million in gains on sales of assets during 2014, 2013 and 2012, respectively. These gains were primarily a function of several large real estate transactions.

During 2014, we recorded gains on the sales of assets of $207 million in connection with real estate

transactions, which included a gain of $64 million recognized on the sale of three Sears Full-line stores for which we received $106 million of cash proceeds, $13 million recognized on the sale of a distribution facility in our Sears Domestic segment for which we received $16 million of cash proceeds and a gain of $10 million recognized on the sale of a Kmart store for which we received $10 million of cash proceeds.

Also, during the third quarter of 2014, we entered into an agreement for the sale of a Sears Full-line store for which we received $90 million of cash proceeds, and will receive an additional $12 million of cash proceeds. The gain will be deferred until we have surrendered substantially all of our rights and obligations.

During 2013, we recorded gains on sales of assets of $180 million recognized on the amendment and early termination of the leases on two properties operated by Sears Canada for which Sears Canada received $184 million ($191 million Canadian) in cash proceeds. Additionally, in 2013, we recorded gains on sales of assets of $357 million recognized on the surrender and early termination of the leases of five properties operated by Sears Canada, for which Sears Canada received $381 million ($400 million Canadian) in cash proceeds. Gains on sales of assets recorded during 2013 also include gains of $67 million related to the sale of one store previously operated under The Great Indoors format, two Sears Full-line stores and two Kmart stores for which we received $98 million in cash proceeds.

During 2012, the gain on sales of assets included gains of $386 million recognized in connection with real estate transactions which included a gain of $223 million recognized on the sale of 11 (six owned and five leased) Sears Full-line store locations to General Growth Properties for $270 million in cash proceeds, and a gain of $163 million recognized on the surrender and early termination of the leases on three properties operated by Sears

Canada, under an agreement with The Cadillac Fairview Corporation Limited for which Sears Canada received $171 million ($170 million Canadian) in cash proceeds. The gain on sales of assets recorded during 2012 also included a gain of $33 million related to the sale of one store operated under The Great Indoors format, one Sears Full-line store, and one Kmart store.

One of the gains recognized in 2013 was for the surrender and early termination of one lease operated by Sears Canada. We surrendered all of our rights and obligations under our preexisting lease agreement related to certain floors, and agreed to surrender these premises by March 2014. Sears Canada will continue to lease floors currently used as office space under terms consistent with the existing lease. We determined that there is no continuing involvement related to the floors surrendered as we have transferred all of the risks and rewards of ownership to the landlord, and therefore immediate gain recognition is appropriate.

In connection with the other transactions, we surrendered substantially all of our rights and obligations under our preexisting lease agreements and agreed to surrender each of the premises in periods ranging up to 23 months

SEARS HOLDINGS CORPORATION

Notes to Consolidated Financial Statements—(Continued) NOTE 12—GOODWILL AND INTANGIBLE ASSETS

The following summarizes our intangible assets at January 31, 2015 and February 1, 2014, respectively, the amortization expenses recorded for the years then ended, as well as our estimated amortization expense for the next five years and thereafter. The carrying amount of trade names and other intangible assets decreased by $531 million as a result of the Lands' End spin-off and $194 million as a result of the de-consolidation of Sears Canada, which are further described in Notes 1 and 2.

January 31, 2015 February 1, 2014

millions

Gross Carrying

Amount AccumulatedAmortization

Gross Carrying

Amount AccumulatedAmortization

Amortizing intangible assets:

Favorable lease rights. . . $ 158 $ 54 $ 273 $ 141

Contractual arrangements and customer lists. . . 96 94 217 202

Trade names . . . — — 74 74

254 148 564 417

Non-amortizing intangible assets:

Trade names . . . 1,991 — 2,703 — Total. . . $ 2,245 $ 148 $ 3,267 $ 417

Annual Amortization Expense

2014 . . . $ 18 2013 . . . 28 2012 . . . 56 Estimated Amortization 2015 . . . $ 7 2016 . . . 5 2017 . . . 4 2018 . . . 4 2019 . . . 4 Thereafter . . . 82

Goodwill is the excess of the purchase price over the fair value of the net assets acquired in business

combinations accounted for under the purchase method. We recorded $1.7 billion in goodwill in connection with the Merger. We recorded $12 million in connection with our acquisition of an additional 3% interest in Sears Canada during 2008.

SEARS HOLDINGS CORPORATION

Notes to Consolidated Financial Statements—(Continued)

Changes in the carrying amount of goodwill by segment during 2013 and 2014 were as follows:

millions DomesticSears

Balance, February 2, 2013 and February 1, 2014:

Goodwill . . . $ 379 2014 activity:

Separation of Lands' End . . . (110) Balance, January 31, 2015 . . . $ 269

In accordance with accounting standards for goodwill and other intangible assets, goodwill is not amortized but requires testing for potential impairment, at a minimum on an annual basis, or when indications of potential impairment exist. The impairment test for goodwill utilizes a fair value approach. The impairment test for

identifiable intangible assets not subject to amortization is also performed annually or when impairment indications exist, and consist of a comparison of the fair value of the intangible asset with its carrying amount. Identifiable intangible assets that are subject to amortization are evaluated for impairment using a process similar to that used to evaluate other long-lived assets.

We perform our annual goodwill and intangible impairment test required under accounting standards at the last day of our November accounting period each year, or when an indication of potential impairment exists. The goodwill impairment test involves a two-step process as described in the "Summary of Significant Accounting Policies" in Note 1. The first step is a comparison of the reporting unit's fair value to its carrying value. If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment loss.

After performing the first step of the process, we determined goodwill recorded at the reporting unit within the Sears Canada segment in 2012 was potentially impaired. The impairment charge was primarily driven by the combination of lower sales and continued margin pressure coupled with expense increases which led to a decline in our operating profit. After performing the second step of the process, we determined that the total amount of goodwill recorded at this reporting unit was impaired and recorded a charge of $295 million in 2012.

A significant amount of judgment is involved in determining if an indicator of impairment has occurred at a date other than the annual impairment test date. Such indicators may include, among others: a significant decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; the testing for recoverability of a significant asset group within the reporting unit; and slower growth rates.

NOTE 13—STORE CLOSING CHARGES, SEVERANCE COSTS AND IMPAIRMENTS