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WEIL, GOTSHAL & MANGES LLP

Ray C. Schrock, P.C. (admitted pro hac vice)

Ryan Preston Dahl (admitted pro hac vice)

Candace M. Arthur (admitted pro hac vice)

Daniel Gwen (admitted pro hac vice)

767 Fifth Avenue

New York, New York 10153

Telephone: (212) 310-8000

Facsimile: (212) 310-8007

HUNTON ANDREWS KURTH LLP

Tyler P. Brown (VSB No. 28072)

Henry P. (Toby) Long, III (VSB No. 75134)

Nathan Kramer (VSB No. 87720)

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

Telephone: (804) 788-8200

Facsimile: (804) 788-8218

Attorneys for Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

RICHMOND DIVISION

------------------------------------------------------------ x

:

In re : Chapter 11

:

CHINOS HOLDINGS, INC., et al., : Case No. 20–32181 (KLP)

:

Debtors.1: (Jointly Administered)

:

------------------------------------------------------------ x

PERIODIC REPORT OF DEBTORS

PURSUANT TO BANKRUPTCY RULE 2015.3

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification 

number, as applicable, are Chinos Holdings, Inc. (3834); Chinos Intermediate Holdings A, Inc. (3301); Chinos 

Intermediate, Inc. (3871); Chinos Intermediate Holdings B, Inc. (3244); J. Crew Group, Inc. (4486); J. Crew 

Operating Corp. (0930); Grace Holmes, Inc. (1409); H.F.D. No. 55, Inc. (9438); J. Crew Inc. (6360); J. Crew 

International, Inc. (2712); J. Crew Virginia, Inc. (5626); Madewell Inc. (8609); J. Crew Brand Holdings, LLC 

(7625); J. Crew Brand Intermediate, LLC (3860); J. Crew Brand, LLC (1647); J. Crew Brand Corp. (1616); J. 

Crew Domestic Brand, LLC (8962); and J. Crew International Brand, LLC (7471). The Debtors’ corporate 

headquarters and service address is 225 Liberty St., New York, NY 10281.

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This is the Periodic Report as of fiscal year ended February 1, 2020 and the three months ended 

May 2, 2020 on the value, operations, and profitability of those entities in which a Debtor holds, 

or two or more Debtors collectively hold, a substantial or controlling interest (a “Controlled NonDebtor Entity”), as required by Bankruptcy Rule 2015.3. For purposes of this form, “Debtor” 

shall include the estate of such Debtor.

The Debtors hold a substantial or controlling interest in the following entities:

Name of Controlled Non-Debtor Entity Interest of the Debtor Tab #

See Exhibit: Controlled Non-Debtor Entities

This Periodic Report contains separate reports (Entity Reports) on the value, operations, and 

profitability of each Controlled Non-Debtor Entity. Each Entity Report consists of five exhibits.

Exhibit A contains the most recently available: balance sheet, statement of income 

(loss), statement of cash flows, and a statement of changes in shareholders’ or 

partners’ equity (deficit) for the period covered by the Entity Report, along with 

summarized footnotes.

Exhibit B describes the Controlled Non-Debtor Entity’s business operations.

Exhibit C describes claims between the Controlled Non-Debtor Entity and any other 

Controlled Non-Debtor Entity.

Exhibit D describes how federal, state or local taxes, and any tax attributes, refunds, 

or other benefits, have been allocated between or among the Controlled Non-Debtor 

Entity and any Debtor or any other Controlled Non-Debtor Entity and includes a 

copy of each tax sharing or tax allocation agreement to which the Controlled NonDebtor Entity is a party with any other Controlled Non-Debtor Entity.

Exhibit E describes any payment, by the Controlled Non-Debtor Entity, of any 

claims, administrative expenses or professional fees that have been or could be 

asserted against any Debtor, or the incurrence of any obligation to make such 

payments, together with the reason for the entity’s payment thereof or incurrence 

of any obligation with respect thereto.

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The undersigned, having reviewed the Entity Reports for each Controlled Non-Debtor 

Entity, and being familiar with the Debtors’ financial affairs, verifies under the penalty of 

perjury that to the best of his or her knowledge, (i) this Periodic Report and the attached 

Entity Reports are complete, accurate, and truthful to the best of his or her knowledge, and 

(ii) the Debtor did not cause the creation of any entity with actual deliberate intent to evade 

the requirements of Bankruptcy Rule 2015.3.

/s/ Vincent Zanna

Vincent Zanna

Chief Financial Officer & Treasurer

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Chinos Holdings, Inc.

Exhibit: Controlled Non-Debtor Entities 

Controlled Non-Debtor Entities Interest of Estate

Debtor - Madewell Inc.

Non-Debtor Entities

Madewell Cayman Limited 100%

Madewell Brand Holdings, LLC 100%

Madewell Holdings, LLC 100%

Debtor - J Crew Inc.

Non-Debtor Entity

J. Crew Japan Ltd 100%

Debtor - J Crew Operating Corp.

Non-Debtor Entities

J. Crew Cayman Limited 100%

J. Crew Global Holdings A, LLC 100%

J. Crew Global Holdings B, LLC 100%

Representative Office of J. Crew Global Holdings B, LLC 

in Indonesia 100%

Representative Office of J. Crew Global Holdings B, LLC 

in Vietnam 100%

J. Crew Global Holdings Bermuda, LP 100%

J. Crew Holdings B, LLC 100%

Branch Office of J. Crew Global Holdings B, LLC in Hong 

Kong 100%

J. Crew Sourcing India Private Limited 100%

J. Crew Netherlands C.V. 100%

J. Crew Netherlands Coöperatief U.A. 100%

J. Crew U.K. Limited 100%

J. Crew NL B.V. 100%

J. Crew Canada Inc. 100%

J. Crew France SAS 100%

J. Crew Sourcing Asia Limited 100%

J. Crew Hong Kong Services, Limited 100%

J. Crew Hong Kong Limited 100%

J. Crew Sourcing Asia, Limited 100%

J. Crew Commercial Trading Company (Shanghai) 

Limited 100%

J. Crew Sourcing India Private Limited 100%

J. Crew Apparel Trading (Shenzhen) Company Limited 100%

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General Notes

This periodic report (the “Periodic Report”) has been prepared solely for the purpose of 

complying with Rule 2015.3 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy 

Rules”). This Periodic Report includes each Controlled Non-Debtor Entity that is not a publicly 

traded corporation or a Debtor (as defined below), and in which a Debtor’s estate holds at least a 

20% interest, which is presumed to be substantial or controlling. This Periodic Report excludes 

Controlled Non-Debtors Entities which the Debtors directly or indirectly hold less than a 20% 

interest.

The information included in this Periodic Report has been provided by the Debtors’ management.

Description of Chapter 11 Cases

On May 4, 2020, Chinos Holdings, Inc. and its debtor affiliates, as debtors and debtors in 

possession in the above-captioned chapter 11 cases (collectively, the “Debtors,” and together with 

the Debtors’ non-debtor affiliates, the “Company”) filed voluntary petitions for relief under 

chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States 

Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”). The Debtors’ 

chapter 11 cases are being jointly administered for procedural purposes only pursuant to 

Bankruptcy Rule 1015(b) under the caption Chinos Holdings, Inc., et al., Case No. 20-32181 

(E.D. Va.), pursuant to an order entered by the Bankruptcy Court on May 5, 2020 [Docket No. 

99]. On May 13 2020, the United States Trustee for the Eastern District of Virginia appointed an 

official committee of unsecured creditors pursuant to section 1102(a) of the Bankruptcy Code 

[Docket No. 188]. The Debtors continue to operate their business and manage their properties as 

debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. Additional 

information about these chapter 11 cases, court filings, and claims information is available at the 

Debtors’ restructuring website: https://www.omniagentsolutions.com/chinos.

Financial Statements

The Debtors are providing balance sheets and income statements for each of the Controlled NonDebtor Entities. The Company prepares cash flow statements and statements of shareholders’ 

equity on a consolidated basis only and not on an entity-by-entity basis and, therefore, entity-byentity cash flow statements, investments in subsidiaries, and statements of shareholders’ equity are 

not included in this Periodic Report. 

The unaudited condensed financial statements presented in this Periodic Report are derived from 

the books and records of the Controlled Non-Debtor Entities. Such information, however, is 

preliminary and unaudited, and is not prepared in accordance with generally accepted accounting 

principles (“GAAP”) in the United States. In addition, the financial statements and supplemental 

information contained herein represent condensed combined information and is limited in scope 

and covers a limited time period.

The Debtors attempted to attribute the assets and liabilities, certain required financial information, 

and various cash disbursements to the proper Controlled Non-Debtor Entity. However, because 

such entities’ accounting systems, policies, and practices were developed for consolidated 

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reporting purposes, rather than by individual legal entity, it is possible that not all assets, liabilities 

or amounts of cash disbursements have been recorded with the correct legal entity.

The financial information has not been subject to certain procedures that would typically be 

applied to financial information in accordance with GAAP, and upon application of such 

procedures the financial information could be subject to material change. The results of operations 

contained herein are not necessarily indicative of results which may be expected for any other 

period or for the full year and may not necessarily reflect the consolidated results of operations 

and financial position of the Debtors in the future.

The following Controlled Non-Debtor Entities do not hold any assets and do not have any financial 

activity to report: (i) J. Crew Cayman Limited, (ii) Madewell Cayman Limited, (iii) Madewell 

Brand Holdings, LLC, (iv) Madewell Holdings, LLC, (v) J. Crew Japan Ltd, (vi) J. Crew Holdings 

A, LLC, (vii) J. Crew Holdings B, LLC, (viii) J. Crew Global Holdings Bermuda LP, and 

(ix) J. Crew Global Holdings A, LLC. Therefore, these entities are not listed in the financial 

statements for the Controlled Non-Debtor Entities. 

The financial activity for Branch Office of J. Crew Global Holdings B, LLC in Hong Kong, 

Representative Office of J. Crew Global Holdings B, LLC in Indonesia, and Representative Office 

of J. Crew Global Holdings B, LLC in HCMC, are fully accounted for in the activity of other 

Controlled Non-Debtor Entities. Additionally, the balance sheet and income statement for the 

China business trust known as J. Crew Global Sourcing have been included within the financial 

statements of its trustee company, J. Crew Global Holdings B, LLC, for presentation purposes in 

this Periodic Report. Therefore, these entities are not listed in the financial statements for the 

Controlled Non-Debtor Entities. 

J. Crew Global Holdings A, LLC, J. Crew Global Holdings Bermuda LP, and J. Crew Asia 

Limited, did not have any operating activity during the year ended February 1, 2020, therefore 

these entities do not have an income statement for the reporting period of February 3, 2019 through 

February 1, 2020.

Adjustments to Accounts or Balances

Possible significant future adjustments may include:

1. Intercompany balances adjustments;

2. Adjustments to tax accruals and valuations; and

3. Changes to investment in subsidiaries.

Intercompany Transactions

Receivables and payables between the Controlled Non-Debtor Entities and Debtors or among the 

various Controlled Non-Debtor Entities have not been eliminated. No conclusion as to the legal 

obligation related to these intercompany transactions is made by this Periodic Report.

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Valuation

The assets of the Controlled Non-Debtor Entities are reported based on the net book value (book 

value of assets less book value of liabilities). The Debtors do not maintain fair market value or 

any other bases of valuation for these Controlled Non-Debtor Entities.

Reservation of Rights

Nothing contained in this Periodic Report shall constitute a waiver or admission by the Debtors in 

any respect, nor shall this Periodic Report or any information set forth herein waive or release any 

of the Debtors’ rights or admission with respect to these chapter 11 cases, or their estates, including 

with respect to, among other things, matters involving objections to claims, substantive 

consolidation, equitable subordination, defenses, characterization or re-characterization of 

contracts, assumption or rejection of contracts under the provisions of chapter 3 of the Bankruptcy 

Code or causes of action under the provisions of chapter 5 of the Bankruptcy Code or any other 

relevant applicable laws to recover assets or avoid transfers. The Debtors are reviewing the assets 

and liabilities of their affiliates on an ongoing basis, including with respect to intercompany claims 

and obligations, and nothing contained in this Periodic Report shall constitute a waiver of any of 

the Debtors’ or their affiliates’ rights with respect to such assets, liabilities, claims, and obligations 

that may exist. The Debtors reserve the right to amend this Periodic Report at any time. 

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Exhibit A 

Financial Statements

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Exhibit A-1 

Unaudited Balance Sheets as of May 2, 2020

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Balance Sheet for Non-Debtor Entities as of May 2, 2020

(Unaudited)

In $000s

J. Crew 

Canada Inc.

J. Crew 

Apparel 

Trading 

(Shenzhen) 

Company 

Limited 

J. Crew 

France SAS

J. Crew 

Hong Kong 

Limited

J. Crew 

Sourcing 

Asia, 

Limited

Cash and cash equivalents 866 830 99 27 1,287

Inventory 2,075 - (1) 12 -

Prepayments and other current assets 140 17 11 2 219

Total current assets 3,081 848 110 41 1,506

Total property and equipment – net 785 9 - 13 269

Total deposits 4 18 - 722 104

Total deferred compensation - - - (0) -

Intangibles other assets 4,833 - 3 - 207

Total assets 8,702 875 113 777 2,086

Total current liabilities (6,033) (61) (73) (195) (356)

Total long-term debt - - - - -

Other liabilities - - - - -

Long term deferred tax (6,621) - - - -

Tax reserve - - - - -

Total intercompany/interbusiness Area (5,422) (10) (2,014) (7,415) (81)

Total liabilities (18,076) (71) (2,087) (7,610) (437)

Net Assets / (Liabilities) (9,374) 804 (1,974) (6,833) 1,650

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Balance Sheet for Non-Debtor Entities as of May 2, 2020

(Unaudited)

In $000s

J. Crew 

U.K. 

Limited

J. Crew 

Global 

Holdings B, 

LLC

J. Crew 

Sourcing 

India 

Private 

Limited

J. Crew 

Hong Kong 

Services, 

Limited

J. Crew 

Netherlands 

C.V.

Cash and cash equivalents 175 5,662 17 - 240

Inventory 2,634 - - - -

Prepayments and other current assets 51 2 - - -

Total current assets 2,860 5,663 17 - 240

Total property and equipment – net 602 - - - -

Total deposits 48 3 - - -

Total deferred compensation 151 - - - -

Intangibles and other assets 29,461 - - - -

Total assets 33,123 5,666 17 - 240

Total current liabilities (6,850) 3 (12) - -

Total long-term debt - - - - -

Other liabilities - - - - -

Long term deferred tax (26,717) - - - -

Tax reserve - - - - -

Total intercompany/interbusiness Area (7,137) - 1 - 65,596

Total liabilities (40,705) 3 (12) - 65,596

Net Assets / (Liabilities) (7,582) 5,669 6 - 65836

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Balance Sheet for Non-Debtor Entities as of May 2, 2020

(Unaudited)

In $000s

J. Crew Asia 

Limited

J. Crew NL 

B.V. 

J. Crew 

Netherlands 

Coöperatief 

U.A.

J. Crew 

Commercial 

Trading 

Company 

(Shanghai) 

Limited 

Cash and cash equivalents 11 48 83 166

Inventory - - - -

Prepayments and other current assets - - - -

Total current assets 11 48 83 166

Total property and equipment – net - - - -

Total deposits - - - 1

Total deferred compensation - - - -

Intangibles and other assets - - - -

Total assets 11 48 83 167

Total current liabilities - (3) (4) -

Total long-term debt - - - -

Other liabilities - - - -

Long term deferred tax - - - -

Tax reserve - - - -

Total intercompany/interbusiness Area (5) - - (1)

Total liabilities (5) (3) (4) (1)

Net Assets / (Liabilities) 6 45 79 166

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Exhibit A-2

Statement of Income and Losses

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Statement of Income / (Loss) for Controlled Non-Debtor Entities for Twelve Months Ended February 1, 2020

(Unaudited)

In $000s

J. Crew 

Canada Inc.

J. Crew 

Apparel 

Trading 

(Shenzhen) 

Company 

Limited 

J. Crew 

France SAS

J. Crew 

Hong Kong 

Limited

J. Crew 

Sourcing 

Asia, 

Limited

REVENUE 20,100 - 1,496 4,836 -

TOTAL OTHER REVENUE (0) 889 - - 5,548

TOTAL NET SALES 20,100 889 1,496 4,836 5,548

TOTAL COST OF GOODS SOLD (11,513) - (485) (1,579) -

GROSS PROFIT 8,587 889 1,010 3,256 5,548

SELLING, GENERAL & ADMIN. EXPENSE (15,838) (780) (1,959) (8,847) (4,971)

OPERATING PROFIT (7,251) 109 (949) (5,590) 578

TOTAL INTEREST EXPENSE 1 2 - (110) -

EARNINGS BEFORE TAXES (7,251) 111 (949) (5,701) 578

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Statement of Income / (Loss) for Controlled Non-Debtor Entities for Twelve Months Ended February 1, 2020

(Unaudited)

In $000s

J. Crew U.K. 

Limited

J. Crew 

Global 

Holdings B, 

LLC

J. Crew 

India 

Private 

Limited

J. Crew 

Hong Kong 

Services, 

Limited

J. Crew 

Netherlands 

C.V.

REVENUE 18,806 52,767 - - -

TOTAL OTHER REVENUE 206 - - - -

TOTAL NET SALES 19,012 52,767 - - -

TOTAL COST OF GOODS SOLD (7,768) - - 52,747 -

GROSS PROFIT 11,243 (15) - 52,747 -

SELLING, GENERAL & ADMIN. EXPENSES (18,120) (202) (15) (55) (34)

OPERATING PROFIT (6,877) 52,565 (15) 52,692 (34)

TOTAL INTEREST EXPENSE - 455 - 455 (344)

EARNINGS BEFORE TAXES (6,877) 53,019 (15) 53,146 (379)

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Statement of Income / (Loss) for Controlled Non-Debtor Entities for Twelve Months Ended February 1, 2020

(Unaudited)

In $000s

J. Crew Asia 

Limited

J. Crew NL 

B.V. 

J. Crew 

Netherlands 

Coöperatief 

U.A.

J. Crew 

Commercial 

Trading 

Company 

(Shanghai) 

Limited 

REVENUE - - - -

TOTAL OTHER REVENUE - - - -

TOTAL NET SALES - - - -

TOTAL COST OF GOODS SOLD - - - -

GROSS PROFIT - - - -

SELLING, GENERAL & ADMIN. EXPENSE (0) (60) (61) (2)

OPERATING PROFIT (0) (60) (61) (2)

TOTAL INTEREST EXPENSE - - - 0

EARNINGS BEFORE TAXES (0) (60) (61) (1)

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Statement of Income / (Loss) for Controlled Non-Debtor Entities for Three Months Ended May 2, 2020

(Unaudited)

In $000s

J. Crew 

Canada Inc.

J. Crew 

Apparel 

Trading 

(Shenzhen) 

Company 

Limited 

J. Crew 

France SAS

J. Crew 

Hong Kong 

Limited

J. Crew 

Sourcing 

Asia, 

Limited

REVENUE 1,259 - - 300 -

TOTAL OTHER REVENUE - 200 - - 2,252

TOTAL NET SALES 1,259 200 - 300 2,252

TOTAL COST OF GOODS SOLD (841) - (20) (19) 1

GROSS PROFIT 417 200 (20) 282 2,252

- -

SELLING, GENERAL & ADMIN. EXPENSE (2,001) (198) 54 (619) (2,087)

-

OPERATING PROFIT (1,583) 2 35 (338) 165

TOTAL INTEREST EXPENSE - 0 - - -

EARNINGS BEFORE TAXES (1,583) 2 35 (338) 165

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Statement of Income / (Loss) for Controlled Non-Debtor Entities for Three Months Ended May 2, 2020

(Unaudited)

In $000s

J. Crew U.K. 

Limited

J. Crew 

Global 

Holdings B, 

LLC

J. Crew 

Sourcing 

India 

Private 

Limited

J. Crew 

Hong Kong 

Services, 

Limited

J. Crew 

Netherlands 

C.V.

REVENUE 1,193 12,373 - - -

TOTAL OTHER REVENUE 10 - 55 - -

TOTAL NET SALES 1,203 12,373 55 - -

TOTAL COST OF GOODS SOLD (650) - - - -

GROSS PROFIT 553 12,373 55 - -

SELLING, GENERAL & ADMIN. EXPENSE (3,436) (65) (48) - (14)

OPERATING PROFIT (2,884) 12,308 7 - (14)

TOTAL INTEREST EXPENSE - 142 - - -

EARNINGS BEFORE TAXES (2,884) 12,450 7 - (14)

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Statement of Income / (Loss) for Controlled Non-Debtor Entities for Three Months Ended May 2, 2020

(Unaudited)

In $000s

J. Crew Asia 

Limited

J. Crew NL 

B.V.

J. Crew 

Netherlands 

Coöperatief 

U.A.

J. Crew 

Commercial 

Trading 

Company 

(Shanghai) 

Limited

REVENUE - - - -

TOTAL OTHER REVENUE - - - -

TOTAL NET SALES - - - -

TOTAL COST OF GOODS SOLD - - - -

GROSS PROFIT - - - -

SELLING, GENERAL & ADMIN. EXPENSE (0) (7) (8) (0)

OPERATING PROFIT (0) (7) (8) (0)

TOTAL INTEREST EXPENSE - - - 0

EARNINGS BEFORE TAXES (0) (7) (8) (0)

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Exhibit A-3

Statement of Cash Flows

Not applicable. See General Notes.

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Exhibit A-4

Statement of Shareholders’ Equity

Not applicable. See General Notes.

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Exhibit B

Description of Operations

Name of Entity Description of Operations

J. Crew Cayman Limited Active Holding Company

Madewell Cayman Limited Active Holding Company

Madewell Brand Holdings, LLC Active Holding Company

Madewell Holdings, LLC Active Holding Company

J. Crew Japan Ltd

Holds internet domain name of JCREWCO.JP in 

Japan

J. Crew Holdings A, LLC Active Holding Company

J. Crew Holdings B, LLC Active Holding Company

J. Crew Global Holdings A, LLC Holding company for international operations

J. Crew Global Holdings B, LLC

Holding company for international sourcing 

operations

J. Crew Global Holdings Bermuda, LP Holding company for international operations

J. Crew Netherlands C.V. Holding company for international operations

J. Crew Netherlands Coöperatief U.A. Holding company for international operations

J. Crew U.K. Limited Retail stores in U.K.

J. Crew NL B.V. Holding company for international operations

J. Crew Canada Inc. Retail and factory stores in Canada

J. Crew France SAS Retail stores in France

J. Crew Commercial Trading Company (Shanghai) 

Limited Holding company for international operations

J. Crew Hong Kong Limited Retail stores in Hong Kong

J. Crew Hong Kong Services, Limited Holding company for international operations

J. Crew Asia Limited Holding company for international operations

J. Crew Sourcing Asia, Limited Hong Kong sourcing office

J. Crew Apparel Trading (Shenzhen) Company Limited China sourcing assistance office

J. Crew Sourcing India Private Limited Sourcing assistance office in India

Branch Office of J. Crew Global Holdings B, LLC in 

Hong Kong Representative office in Hong Kong

Representative Office of J. Crew Global Holdings B, LLC 

in HCMC

Representative office in Vietnam (sourcing 

assistance)

Representative Office of J. Crew Global Holdings B, LLC 

in Indonesia

Representative office in Indonesia (sourcing 

assistance)

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Exhibit C

Description of Intercompany Claims

Although the Debtors and their Controlled Non-Debtor Entities regularly engage in ordinarycourse intercompany transactions to support the global enterprise, none of the Debtors are 

obligated on any of their Controlled Non-Debtor Entities’ funded debt; and, conversely, none of 

the Controlled Non-Debtor Entities are obligated on any of the Debtors’ funded debt.

J. Crew Canada Inc.

J. Crew Canada Inc. (“J. Crew Canada”) owns and operates J. Crew retail and J. Crew Factory 

stores in Canada. The intercompany balances result primarily from inventory sales to and from 

J. Crew Canada and Debtor entities. There are also management fees charged by Debtor entities 

to J. Crew Canada for certain management functions. 

J. Crew Apparel Trading (Shenzhen) Company Limited

J. Crew Apparel Trading (Shenzhen) Company Limited (“J. Crew Shenzhen”) has an agreement 

with J. Crew Global Sourcing to provide procurement and sourcing services. J. Crew Shenzhen 

also has an agreement to utilize the services of certain employees of J. Crew Hong Kong Limited 

and pays J. Crew Hong Kong Limited for these services.

J. Crew France SAS

J. Crew France SAS (“J. Crew France”) previously owned and operated J. Crew retail and J. Crew 

concession locations in France. The intercompany balances result primarily from inventory being 

returned to Debtor entities upon the closure of all of J. Crew France’s locations. J. Crew France 

has a revolving credit agreement with J. Crew Netherlands C.V. and has intercompany amounts 

payable related to this agreement. J. Crew France has outstanding payables to J. Crew U.K. 

Limited related to normal operating costs.

J. Crew Hong Kong Limited

J. Crew Hong Kong Limited (“J. Crew Hong Kong”) previously owned and operated J. Crew 

retail locations in Hong Kong. The intercompany balances result primarily from inventory sales 

to and from J. Crew Hong Kong and Debtor entities. J. Crew Hong Kong has intercompany 

receivable balances from J. Crew Sourcing Asia Limited related to costs incurred for the creation 

of the J. Crew Sourcing Asia Limited entity. J. Crew Hong Kong Limited has amounts payable 

related to a revolving credit facility with J. Crew Netherlands C.V. as lender.

J. Crew Global Sourcing

J. Crew Global Sourcing, a China Business Trust, has an agreement to provide procurement 

services to J. Crew Operating Corp. The intercompany balance relates to amounts due to J. Crew 

Global Sourcing from J. Crew Operating Corp. for these sourcing services. J. Crew Global 

Sourcing also has a revolving credit agreement to act as a lender to J. Crew Netherlands C.V. J. 

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Crew Global Sourcing has intercompany amounts related to contracts with J. Crew Shenzhen and 

J. Crew Sourcing India Private Limited to provide procurement and sourcing services to J. Crew 

Operating Corp. on behalf of J. Crew Global Souring. The balance sheet and statement of income 

/ (loss) for J. Crew Global Sourcing has been included within its trustee company, J. Crew Global 

Holdings B, LLC for presentation purposes.

J. Crew Sourcing Asia Limited

J. Crew Sourcing Asia Limited has an agreement with J. Crew Global Sourcing to provide 

procurement and sourcing services. J. Crew Sourcing Asia Limited has intercompany balances 

with J. Crew Hong Kong related to costs incurred for the creation of the J. Crew Sourcing Asia 

Limited entity.

J. Crew Sourcing India Private Limited

J. Crew Sourcing India Private Limited provides procurement and sourcing services to J. Crew 

Global Sourcing and the intercompany balances relate to these services.

J. Crew Netherlands C.V.

J. Crew Netherlands C.V. (“J. Crew Netherlands”) is a holding company that directly or 

indirectly owns various non-debtor J. Crew entities. J. Crew Netherlands acquired receivables due 

from J. Crew Operating Corp. via dividends from J. Crew Global Sourcing. J. Crew Netherlands 

has a revolving credit agreement with J. Crew Global Sourcing as lender. J. Crew Netherlands 

also acts as a lender through revolving credit agreements with J. Crew France and J. Crew Hong 

Kong. Additionally, J. Crew Netherlands has amounts due from J. Crew U.K. Limited related to 

normal course short-term funding. 

J. Crew U.K. Limited

J. Crew U.K. Limited (“J. Crew UK”) owns and operates J. Crew retail stores and previously 

operated J. Crew and Madewell concession locations in the United Kingdom. The intercompany 

balances result primarily from inventory sales to and from J. Crew UK and debtor entities. J. Crew 

UK also has intercompany balances due to normal operating activities and short-term funding 

needs.

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Exhibit D

Allocation of Tax Liabilities and Assets

The Debtors currently pay all applicable federal, state and local income taxes on behalf of each 

domestic Controlled Non-Debtor Entity. Various domestic non-debtor limited liability companies 

are disregarded for income tax purposes. Income generated by these limited liability companies 

are consolidated at a higher reporting unit (a “Tax Legal Entity”). Domestic state taxes are 

calculated for each Tax Legal Entity based upon the taxable activity of each. 

Foreign Controlled Non-Debtor Entities record and pay their own foreign taxes.

There are no tax sharing or tax allocation agreements with the Controlled Non-Debtor Entities.

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Exhibit E

Description of Controlled Non-Debtor Entity’s Payments of Administrative Expenses

Currently, there are no known payments made, or obligations incurred (or claims purchased) by 

any Controlled Non-Debtor Entity in connection with any claims, administrative expenses, or 

professional fees that have been or could be asserted against the Debtors.

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