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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
APRIL 29, 2017
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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D
ELAWARE
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20-1920798
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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3333 B
EVERLY
R
OAD
, H
OFFMAN
E
STATES
, I
LLINOIS
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60179
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(Address of principal executive offices)
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(Zip Code)
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Page
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PART I – FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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Item 2.
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Item 3.
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Item 4.
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PART II – OTHER INFORMATION
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Item 1.
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Item 2.
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Item 6.
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13 Weeks Ended
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||||||
millions, except per share data
|
April 29,
2017 |
|
April 30,
2016 |
||||
REVENUES
|
|
|
|
||||
Merchandise sales and services
(1)(2)
|
$
|
4,301
|
|
|
$
|
5,394
|
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COSTS AND EXPENSES
|
|
|
|
||||
Cost of sales, buying and occupancy
(1)(3)
|
3,371
|
|
|
4,217
|
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||
Selling and administrative
|
1,267
|
|
|
1,503
|
|
||
Depreciation and amortization
|
87
|
|
|
95
|
|
||
Impairment charges
|
15
|
|
|
8
|
|
||
Gain on sales of assets
|
(741
|
)
|
|
(61
|
)
|
||
Total costs and expenses
|
3,999
|
|
|
5,762
|
|
||
Operating income (loss)
|
302
|
|
|
(368
|
)
|
||
Interest expense
|
(128
|
)
|
|
(85
|
)
|
||
Interest and investment loss
|
(2
|
)
|
|
(4
|
)
|
||
Other income
|
—
|
|
|
1
|
|
||
Income (loss) before income taxes
|
172
|
|
|
(456
|
)
|
||
Income tax benefit (expense)
|
72
|
|
|
(15
|
)
|
||
NET INCOME (LOSS) ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS
|
$
|
244
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|
|
$
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(471
|
)
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NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS
|
|
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Basic earnings (loss) per share
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$
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2.28
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|
|
$
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(4.41
|
)
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Diluted earnings (loss) per share
|
$
|
2.28
|
|
|
$
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(4.41
|
)
|
Basic weighted average common shares outstanding
|
107.2
|
|
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106.8
|
|
||
Diluted weighted average common shares outstanding
|
107.2
|
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106.8
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(1)
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Includes merchandise sales to Sears Hometown and Outlet Stores, Inc. ("SHO") of
$254 million
and
$293 million
for the
13
weeks ended
April 29, 2017
and
April 30, 2016
, respectively. Pursuant to the terms of the separation, merchandise is sold to SHO at cost.
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13 Weeks Ended
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||||||
millions
|
April 29,
2017 |
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April 30,
2016 |
||||
Net income (loss)
|
$
|
244
|
|
|
$
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(471
|
)
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Other comprehensive income
|
|
|
|
||||
Pension and postretirement adjustments, net of tax
|
50
|
|
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64
|
|
||
Currency translation adjustments, net of tax
|
1
|
|
|
—
|
|
||
Total other comprehensive income
|
51
|
|
|
64
|
|
||
Comprehensive income (loss) attributable to Holdings' shareholders
|
$
|
295
|
|
|
$
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(407
|
)
|
millions
|
April 29,
2017 |
|
April 30,
2016 |
|
January 28,
2017 |
||||||
ASSETS
|
|
|
|
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||||||
Current assets
|
|
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|
|
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||||||
Cash and cash equivalents
|
$
|
236
|
|
|
$
|
286
|
|
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$
|
286
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|
Restricted cash
|
28
|
|
|
—
|
|
|
—
|
|
|||
Accounts receivable
(1)
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479
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|
|
437
|
|
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466
|
|
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Merchandise inventories
|
3,884
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|
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5,028
|
|
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3,959
|
|
|||
Prepaid expenses and other current assets
(2)
|
311
|
|
|
369
|
|
|
285
|
|
|||
Total current assets
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4,938
|
|
|
6,120
|
|
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4,996
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Property and equipment (net of accumulated depreciation and amortization of $2,803, $2,999 and $2,841)
|
2,130
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2,520
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2,240
|
|
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Goodwill
|
269
|
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|
269
|
|
|
269
|
|
|||
Trade names and other intangible assets
|
1,251
|
|
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1,907
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|
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1,521
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Other assets
|
483
|
|
|
359
|
|
|
336
|
|
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TOTAL ASSETS
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$
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9,071
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|
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$
|
11,175
|
|
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$
|
9,362
|
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LIABILITIES
|
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Current liabilities
|
|
|
|
|
|
||||||
Short-term borrowings
(3)
|
$
|
551
|
|
|
$
|
380
|
|
|
$
|
—
|
|
Current portion of long-term debt and capitalized lease obligations
(4)
|
584
|
|
|
66
|
|
|
590
|
|
|||
Merchandise payables
|
961
|
|
|
1,337
|
|
|
1,048
|
|
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Other current liabilities
(5)
|
1,697
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|
|
1,737
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1,956
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|
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Unearned revenues
|
725
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|
|
773
|
|
|
748
|
|
|||
Other taxes
|
293
|
|
|
301
|
|
|
339
|
|
|||
Total current liabilities
|
4,811
|
|
|
4,594
|
|
|
4,681
|
|
|||
Long-term debt and capitalized lease obligations
(6)
|
3,146
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|
|
3,312
|
|
|
3,573
|
|
|||
Pension and postretirement benefits
|
1,677
|
|
|
2,137
|
|
|
1,750
|
|
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Deferred gain on sale-leaseback
|
504
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|
|
718
|
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|
563
|
|
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Sale-leaseback financing obligation
|
183
|
|
|
164
|
|
|
235
|
|
|||
Other long-term liabilities
|
1,630
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|
|
1,718
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|
1,641
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|
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Long-term deferred tax liabilities
|
647
|
|
|
892
|
|
|
743
|
|
|||
Total Liabilities
|
12,598
|
|
|
13,535
|
|
|
13,186
|
|
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Commitments and contingencies
|
|
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DEFICIT
|
|
|
|
|
|
||||||
Total Deficit
|
(3,527
|
)
|
|
(2,360
|
)
|
|
(3,824
|
)
|
|||
TOTAL LIABILITIES AND DEFICIT
|
$
|
9,071
|
|
|
$
|
11,175
|
|
|
$
|
9,362
|
|
(1)
|
Includes
$36 million
,
$103 million
and
$81 million
at
April 29, 2017
,
April 30, 2016
and
January 28, 2017
, respectively, of net amounts receivable from SHO and
$3 million
,
$19 million
and
$14 million
of amounts receivable from Seritage at
April 29, 2017
,
April 30, 2016
and
January 28, 2017
, respectively.
|
(6)
|
Includes balances held by related parties of
$1.6 billion
,
$1 billion
and
$1.7 billion
at
April 29, 2017
,
April 30, 2016
and
January 28, 2017
, respectively, related to our Senior Secured Notes, Subsidiary Notes, Senior Unsecured Notes, Second Lien Term Loan, 2016 Term Loan and 2017 Secured Loan Facility. The balance at April 30, 2016 also includes our 2016 Secured Loan Facility. See Note 11 for further information.
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|
13 Weeks Ended
|
||||||
millions
|
April 29,
2017 |
|
April 30,
2016 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income (loss)
|
$
|
244
|
|
|
$
|
(471
|
)
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
||||
Deferred tax valuation allowance
|
(278
|
)
|
|
—
|
|
||
Depreciation and amortization
|
87
|
|
|
95
|
|
||
Impairment charges
|
15
|
|
|
8
|
|
||
Gain on sales of assets
|
(741
|
)
|
|
(61
|
)
|
||
Pension and postretirement plan contributions
|
(68
|
)
|
|
(76
|
)
|
||
Mark-to-market adjustments of financial instruments
|
5
|
|
|
1
|
|
||
Amortization of deferred gain on sale-leaseback
|
(21
|
)
|
|
(22
|
)
|
||
Amortization of debt issuance costs and accretion of debt discount
|
32
|
|
|
17
|
|
||
Change in operating assets and liabilities (net of acquisitions and dispositions):
|
|
|
|
||||
Deferred income taxes
|
182
|
|
|
(1
|
)
|
||
Merchandise inventories
|
58
|
|
|
144
|
|
||
Merchandise payables
|
(87
|
)
|
|
(237
|
)
|
||
Income and other taxes
|
(36
|
)
|
|
24
|
|
||
Other operating assets
|
4
|
|
|
(10
|
)
|
||
Other operating liabilities
|
(276
|
)
|
|
(133
|
)
|
||
Net cash used in operating activities
|
(880
|
)
|
|
(722
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Proceeds from sales of property and investments
|
193
|
|
|
38
|
|
||
Proceeds from Craftsman Sale
|
572
|
|
|
—
|
|
||
Purchases of property and equipment
|
(22
|
)
|
|
(40
|
)
|
||
Net cash provided by (used in) investing activities
|
743
|
|
|
(2
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from debt issuances
(1)
|
—
|
|
|
1,228
|
|
||
Repayments of debt
(2)
|
(430
|
)
|
|
(18
|
)
|
||
Increase (decrease) in short-term borrowings, primarily 90 days or less
|
551
|
|
|
(417
|
)
|
||
Debt issuance costs
|
(6
|
)
|
|
(21
|
)
|
||
Net cash provided by financing activities
|
115
|
|
|
772
|
|
||
|
|
|
|
||||
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
(22
|
)
|
|
48
|
|
||
TOTAL CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR
|
286
|
|
|
238
|
|
||
TOTAL CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD
|
$
|
264
|
|
|
$
|
286
|
|
|
|
|
|
||||
Supplemental Cash Flow Data:
|
|
|
|
||||
Income taxes paid, net of refunds
|
$
|
15
|
|
|
$
|
9
|
|
Cash interest paid
(3)
|
99
|
|
|
58
|
|
||
Unpaid liability to acquire equipment and software
|
8
|
|
|
11
|
|
||
Receivable from Craftsman Sale
|
235
|
|
|
—
|
|
|
Deficit Attributable to Holdings' Shareholders
|
|
|
||||||||||||||||||||
dollars and shares in millions
|
Number
of Shares |
Common
Stock |
Treasury
Stock |
Capital in
Excess of Par Value |
Retained Earnings (Deficit)
|
Accumulated
Other Comprehensive Income (Loss) |
Noncontrolling
Interests |
Total
|
|||||||||||||||
Balance at January 30, 2016
|
107
|
|
$
|
1
|
|
$
|
(5,928
|
)
|
$
|
9,173
|
|
$
|
(3,291
|
)
|
$
|
(1,918
|
)
|
$
|
7
|
|
$
|
(1,956
|
)
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(471
|
)
|
—
|
|
—
|
|
(471
|
)
|
|||||||
Pension and postretirement adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
64
|
|
—
|
|
64
|
|
|||||||
Total Comprehensive Loss
|
|
|
|
|
|
|
|
(407
|
)
|
||||||||||||||
Stock awards
|
—
|
|
—
|
|
7
|
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||||
Associate stock purchase
|
—
|
|
—
|
|
2
|
|
|
|
—
|
|
—
|
|
—
|
|
2
|
|
|||||||
Balance at April 30, 2016
|
107
|
|
$
|
1
|
|
$
|
(5,919
|
)
|
$
|
9,167
|
|
$
|
(3,762
|
)
|
$
|
(1,854
|
)
|
$
|
7
|
|
$
|
(2,360
|
)
|
Balance at January 28, 2017
|
107
|
|
$
|
1
|
|
$
|
(5,891
|
)
|
$
|
9,130
|
|
$
|
(5,512
|
)
|
$
|
(1,552
|
)
|
$
|
—
|
|
$
|
(3,824
|
)
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
244
|
|
—
|
|
|
|
244
|
|
|||||||
Pension and postretirement adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
50
|
|
—
|
|
50
|
|
|||||||
Currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||||
Total Comprehensive Income
|
|
|
|
|
|
|
|
295
|
|
||||||||||||||
Stock awards
|
—
|
|
—
|
|
15
|
|
(14
|
)
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||||
Associate stock purchase
|
—
|
|
—
|
|
1
|
|
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||||
Balance at April 29, 2017
|
107
|
|
$
|
1
|
|
$
|
(5,875
|
)
|
$
|
9,116
|
|
$
|
(5,268
|
)
|
$
|
(1,501
|
)
|
$
|
—
|
|
$
|
(3,527
|
)
|
millions
|
April 29,
2017 |
|
April 30,
2016 |
|
January 28,
2017 |
||||||
Cash and equivalents
|
$
|
136
|
|
|
$
|
167
|
|
|
$
|
196
|
|
Cash posted as collateral
|
3
|
|
|
3
|
|
|
3
|
|
|||
Credit card deposits in transit
|
97
|
|
|
116
|
|
|
87
|
|
|||
Total cash and cash equivalents
|
236
|
|
|
286
|
|
|
286
|
|
|||
Restricted cash
|
28
|
|
|
—
|
|
|
—
|
|
|||
Total cash balances
|
$
|
264
|
|
|
$
|
286
|
|
|
$
|
286
|
|
millions
|
April 29,
2017 |
|
April 30,
2016 |
|
January 28,
2017 |
||||||
Short-term borrowings:
|
|
|
|
|
|
||||||
Unsecured commercial paper
|
$
|
15
|
|
|
$
|
136
|
|
|
$
|
—
|
|
Secured borrowings
|
536
|
|
|
244
|
|
|
—
|
|
|||
Long-term debt, including current portion:
|
|
|
|
|
|
||||||
Notes and debentures outstanding
|
3,625
|
|
|
3,198
|
|
|
4,018
|
|
|||
Capitalized lease obligations
|
105
|
|
|
180
|
|
|
145
|
|
|||
Total borrowings
|
$
|
4,281
|
|
|
$
|
3,758
|
|
|
$
|
4,163
|
|
millions
|
Markdowns
(1)
|
|
Severance Costs
(2)
|
|
Lease Termination Costs
(2)
|
|
Other Charges
(2)
|
|
Impairment and Accelerated Depreciation
(3)
|
|
Total Store Closing Costs
|
||||||||||||
Kmart
|
$
|
10
|
|
|
$
|
5
|
|
|
$
|
16
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
35
|
|
Sears Domestic
|
5
|
|
|
11
|
|
|
25
|
|
|
1
|
|
|
5
|
|
|
47
|
|
||||||
Total for the 13 week period ended April 29, 2017
|
$
|
15
|
|
|
$
|
16
|
|
|
$
|
41
|
|
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Kmart
|
$
|
51
|
|
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
11
|
|
|
$
|
4
|
|
|
$
|
77
|
|
Sears Domestic
|
9
|
|
|
1
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
14
|
|
||||||
Total for the 13 week period ended April 30, 2016
|
$
|
60
|
|
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
14
|
|
|
$
|
4
|
|
|
$
|
91
|
|
(1)
|
Recorded within cost of sales, buying and occupancy in the Condensed Consolidated Statements of Operations.
|
(2)
|
Recorded within selling and administrative in the Condensed Consolidated Statements of Operations. Lease termination costs are net of estimated sublease income, and include the reversal of closed store reserves for which the lease agreement has been terminated and the reversal of deferred rent balances related to closed stores.
|
(3)
|
Costs for the
13
week periods ended
April 29, 2017
and
April 30, 2016
are recorded within depreciation and amortization in the Condensed Consolidated Statements of Operations.
|
millions
|
Severance Costs
|
|
Lease Termination Costs
|
|
Other Charges
|
|
Total
|
||||||||
Balance at April 30, 2016
|
$
|
52
|
|
|
$
|
114
|
|
|
$
|
17
|
|
|
$
|
183
|
|
Store closing costs
|
35
|
|
|
75
|
|
|
27
|
|
|
137
|
|
||||
Payments/utilizations
|
(33
|
)
|
|
(45
|
)
|
|
(26
|
)
|
|
(104
|
)
|
||||
Balance at January 28, 2017
|
54
|
|
|
144
|
|
|
18
|
|
|
216
|
|
||||
Store closing costs
|
16
|
|
|
54
|
|
|
4
|
|
|
74
|
|
||||
Store closing capital lease obligations
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||
Payments/utilizations
|
(26
|
)
|
|
(32
|
)
|
|
(11
|
)
|
|
(69
|
)
|
||||
Balance at April 29, 2017
|
$
|
44
|
|
|
$
|
191
|
|
|
$
|
11
|
|
|
$
|
246
|
|
|
13 Weeks Ended April 29, 2017
|
|
13 Weeks Ended April 30, 2016
|
||||||||||||||||||||
millions
|
Kmart
|
|
Sears Domestic
|
|
Sears Holdings
|
|
Kmart
|
|
Sears Domestic
|
|
Sears Holdings
|
||||||||||||
Straight-line rent expense
|
$
|
6
|
|
|
$
|
37
|
|
|
$
|
43
|
|
|
$
|
9
|
|
|
$
|
37
|
|
|
$
|
46
|
|
Amortization of deferred gain on sale-leaseback
|
(4
|
)
|
|
(17
|
)
|
|
(21
|
)
|
|
(4
|
)
|
|
(18
|
)
|
|
(22
|
)
|
||||||
Rent expense
|
$
|
2
|
|
|
$
|
20
|
|
|
$
|
22
|
|
|
$
|
5
|
|
|
$
|
19
|
|
|
$
|
24
|
|
|
13 Weeks Ended
|
||||||
millions, except earnings (loss) per share
|
April 29,
2017 |
|
April 30,
2016 |
||||
Basic weighted average shares
|
107.2
|
|
|
106.8
|
|
||
Diluted weighted average shares
|
107.2
|
|
|
106.8
|
|
||
|
|
|
|
||||
Net income (loss) attributable to Holdings' shareholders
|
$
|
244
|
|
|
$
|
(471
|
)
|
|
|
|
|
||||
Earnings (loss) per share attributable to Holdings' shareholders:
|
|
|
|
|
|
||
Basic
|
$
|
2.28
|
|
|
$
|
(4.41
|
)
|
Diluted
|
$
|
2.28
|
|
|
$
|
(4.41
|
)
|
millions
|
April 29,
2017 |
|
April 30,
2016 |
|
January 28,
2017 |
||||||
Pension and postretirement adjustments (net of tax of $(225), $(296) and $(225), respectively)
|
$
|
(1,499
|
)
|
|
$
|
(1,851
|
)
|
|
$
|
(1,549
|
)
|
Currency translation adjustments (net of tax of $0 for all periods presented)
|
(2
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|||
Accumulated other comprehensive loss
|
$
|
(1,501
|
)
|
|
$
|
(1,854
|
)
|
|
$
|
(1,552
|
)
|
|
13 Weeks Ended April 29, 2017
|
||||||||||
millions
|
Before
Tax Amount |
|
Tax
Expense |
|
Net of
Tax Amount |
||||||
Other comprehensive income
|
|
|
|
|
|
||||||
Pension and postretirement adjustments
(1)
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
50
|
|
Currency translation adjustments
|
1
|
|
|
—
|
|
|
1
|
|
|||
Total other comprehensive income
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
13 Weeks Ended April 30, 2016
|
||||||||||
millions
|
Before
Tax Amount |
|
Tax
Expense |
|
Net of
Tax Amount |
||||||
Other comprehensive income
|
|
|
|
|
|
||||||
Pension and postretirement adjustments
(1)
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
64
|
|
Total other comprehensive income
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
64
|
|
(1)
|
Included in the computation of net periodic benefit expense. See Note 5 to the Condensed Consolidated Financial Statements.
|
|
13 Weeks Ended
|
||||||
millions
|
April 29,
2017 |
|
April 30,
2016 |
||||
Components of net periodic expense:
|
|
|
|
||||
Interest cost
|
$
|
53
|
|
|
$
|
58
|
|
Expected return on plan assets
|
(57
|
)
|
|
(50
|
)
|
||
Amortization of experience losses
|
50
|
|
|
64
|
|
||
Net periodic expense
|
$
|
46
|
|
|
$
|
72
|
|
(i)
|
Hardlines—consists of home appliances, consumer electronics, lawn & garden, tools & hardware, automotive parts, household goods, toys, housewares and sporting goods;
|
(ii)
|
Apparel and Soft Home—includes women's, men's, kids', footwear, jewelry, accessories and soft home;
|
(iii)
|
Food and Drug—consists of grocery & household, pharmacy and drugstore;
|
(iv)
|
Service—includes repair, installation and automotive service and extended contract revenue; and
|
(v)
|
Other—includes revenues earned in connection with our agreements with SHO and Lands' End, as well as credit revenues and licensed business revenues.
|
|
13 Weeks Ended April 29, 2017
|
||||||||||
millions
|
Kmart
|
|
Sears Domestic
|
|
Sears Holdings
|
||||||
Merchandise sales and services
|
|
|
|
|
|
||||||
Hardlines
|
$
|
382
|
|
|
$
|
1,455
|
|
|
$
|
1,837
|
|
Apparel and Soft Home
|
538
|
|
|
495
|
|
|
1,033
|
|
|||
Food and Drug
|
558
|
|
|
1
|
|
|
559
|
|
|||
Service
|
1
|
|
|
472
|
|
|
473
|
|
|||
Other
|
14
|
|
|
385
|
|
|
399
|
|
|||
Total merchandise sales and services
|
1,493
|
|
|
2,808
|
|
|
4,301
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Cost of sales, buying and occupancy
|
1,230
|
|
|
2,141
|
|
|
3,371
|
|
|||
Selling and administrative
|
392
|
|
|
875
|
|
|
1,267
|
|
|||
Depreciation and amortization
|
13
|
|
|
74
|
|
|
87
|
|
|||
Impairment charges
|
5
|
|
|
10
|
|
|
15
|
|
|||
Gain on sales of assets
|
(597
|
)
|
|
(144
|
)
|
|
(741
|
)
|
|||
Total costs and expenses
|
1,043
|
|
|
2,956
|
|
|
3,999
|
|
|||
Operating income (loss)
|
$
|
450
|
|
|
$
|
(148
|
)
|
|
$
|
302
|
|
Total assets
|
$
|
2,237
|
|
|
$
|
6,834
|
|
|
$
|
9,071
|
|
Capital expenditures
|
$
|
6
|
|
|
$
|
16
|
|
|
$
|
22
|
|
|
13 Weeks Ended April 30, 2016
|
||||||||||
millions
|
Kmart
|
|
Sears Domestic
|
|
Sears Holdings
|
||||||
Merchandise sales and services
|
|
|
|
|
|
||||||
Hardlines
|
$
|
560
|
|
|
$
|
1,708
|
|
|
$
|
2,268
|
|
Apparel and Soft Home
|
729
|
|
|
571
|
|
|
1,300
|
|
|||
Food and Drug
|
833
|
|
|
1
|
|
|
834
|
|
|||
Service
|
3
|
|
|
516
|
|
|
519
|
|
|||
Other
|
14
|
|
|
459
|
|
|
473
|
|
|||
Total merchandise sales and services
|
2,139
|
|
|
3,255
|
|
|
5,394
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Cost of sales, buying and occupancy
|
1,735
|
|
|
2,482
|
|
|
4,217
|
|
|||
Selling and administrative
|
544
|
|
|
959
|
|
|
1,503
|
|
|||
Depreciation and amortization
|
19
|
|
|
76
|
|
|
95
|
|
|||
Impairment charges
|
3
|
|
|
5
|
|
|
8
|
|
|||
Gain on sales of assets
|
(46
|
)
|
|
(15
|
)
|
|
(61
|
)
|
|||
Total costs and expenses
|
2,255
|
|
|
3,507
|
|
|
5,762
|
|
|||
Operating loss
|
$
|
(116
|
)
|
|
$
|
(252
|
)
|
|
$
|
(368
|
)
|
Total assets
|
$
|
2,919
|
|
|
$
|
8,256
|
|
|
$
|
11,175
|
|
Capital expenditures
|
$
|
11
|
|
|
$
|
29
|
|
|
$
|
40
|
|
millions
|
April 29,
2017 |
|
April 30,
2016 |
|
January 28,
2017 |
||||||
Unearned revenues
|
$
|
611
|
|
|
$
|
678
|
|
|
$
|
639
|
|
Self-insurance reserves
|
531
|
|
|
571
|
|
|
535
|
|
|||
Other
|
488
|
|
|
469
|
|
|
467
|
|
|||
Total
|
$
|
1,630
|
|
|
$
|
1,718
|
|
|
$
|
1,641
|
|
millions
|
Unearned Revenues
|
||
Balance at April 30, 2016
|
$
|
1,377
|
|
Sales of service contracts
|
639
|
|
|
Revenue recognized on existing service contracts
|
(717
|
)
|
|
Balance at January 28, 2017
|
1,299
|
|
|
Sales of service contracts
|
179
|
|
|
Revenue recognized on existing service contracts
|
(227
|
)
|
|
Balance at April 29, 2017
|
$
|
1,251
|
|
•
|
SHO obtains a significant amount of its merchandise from the Company. We have also entered into certain agreements with SHO to provide logistics, handling, warehouse and transportation services. SHO also pays a royalty related to the sale of Kenmore
®
, Craftsman
®
and DieHard
®
products and fees for participation in the Shop Your Way
®
program.
|
•
|
SHO receives commissions from the Company for the sale of merchandise made through www.sears.com, extended service agreements, delivery and handling services and credit revenues.
|
•
|
The Company provides SHO with shared corporate services. These services include accounting and finance, human resources and information technology.
|
millions
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
198
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
236
|
|
Restricted cash
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||
Intercompany receivables
|
—
|
|
|
—
|
|
|
27,570
|
|
|
(27,570
|
)
|
|
—
|
|
|||||
Accounts receivable
|
78
|
|
|
385
|
|
|
16
|
|
|
—
|
|
|
479
|
|
|||||
Merchandise inventories
|
—
|
|
|
3,884
|
|
|
—
|
|
|
—
|
|
|
3,884
|
|
|||||
Prepaid expenses and other current assets
|
23
|
|
|
681
|
|
|
375
|
|
|
(768
|
)
|
|
311
|
|
|||||
Total current assets
|
101
|
|
|
5,176
|
|
|
27,999
|
|
|
(28,338
|
)
|
|
4,938
|
|
|||||
Total property and equipment, net
|
—
|
|
|
1,409
|
|
|
721
|
|
|
—
|
|
|
2,130
|
|
|||||
Goodwill and intangible assets
|
—
|
|
|
357
|
|
|
1,261
|
|
|
(98
|
)
|
|
1,520
|
|
|||||
Other assets
|
563
|
|
|
1,307
|
|
|
1,605
|
|
|
(2,992
|
)
|
|
483
|
|
|||||
Investment in subsidiaries
|
9,356
|
|
|
27,514
|
|
|
—
|
|
|
(36,870
|
)
|
|
—
|
|
|||||
TOTAL ASSETS
|
$
|
10,020
|
|
|
$
|
35,763
|
|
|
$
|
31,586
|
|
|
$
|
(68,298
|
)
|
|
$
|
9,071
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
—
|
|
|
$
|
674
|
|
|
$
|
—
|
|
|
$
|
(123
|
)
|
|
$
|
551
|
|
Current portion of long-term debt and capitalized lease obligations
|
—
|
|
|
584
|
|
|
—
|
|
|
—
|
|
|
584
|
|
|||||
Merchandise payables
|
—
|
|
|
961
|
|
|
—
|
|
|
—
|
|
|
961
|
|
|||||
Intercompany payables
|
11,316
|
|
|
16,254
|
|
|
—
|
|
|
(27,570
|
)
|
|
—
|
|
|||||
Other current liabilities
|
35
|
|
|
2,109
|
|
|
1,216
|
|
|
(645
|
)
|
|
2,715
|
|
|||||
Total current liabilities
|
11,351
|
|
|
20,582
|
|
|
1,216
|
|
|
(28,338
|
)
|
|
4,811
|
|
|||||
Long-term debt and capitalized lease obligations
|
2,155
|
|
|
3,752
|
|
|
—
|
|
|
(2,761
|
)
|
|
3,146
|
|
|||||
Pension and postretirement benefits
|
—
|
|
|
1,674
|
|
|
3
|
|
|
—
|
|
|
1,677
|
|
|||||
Deferred gain on sale-leaseback
|
—
|
|
|
504
|
|
|
—
|
|
|
—
|
|
|
504
|
|
|||||
Sale-leaseback financing obligation
|
—
|
|
|
183
|
|
|
—
|
|
|
—
|
|
|
183
|
|
|||||
Long-term deferred tax liabilities
|
48
|
|
|
—
|
|
|
738
|
|
|
(139
|
)
|
|
647
|
|
|||||
Other long-term liabilities
|
—
|
|
|
1,256
|
|
|
571
|
|
|
(197
|
)
|
|
1,630
|
|
|||||
Total Liabilities
|
13,554
|
|
|
27,951
|
|
|
2,528
|
|
|
(31,435
|
)
|
|
12,598
|
|
|||||
EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholder's equity (deficit)
|
(3,534
|
)
|
|
7,812
|
|
|
29,058
|
|
|
(36,863
|
)
|
|
(3,527
|
)
|
|||||
Total Equity (Deficit)
|
(3,534
|
)
|
|
7,812
|
|
|
29,058
|
|
|
(36,863
|
)
|
|
(3,527
|
)
|
|||||
TOTAL LIABILITIES AND EQUITY (DEFICIT)
|
$
|
10,020
|
|
|
$
|
35,763
|
|
|
$
|
31,586
|
|
|
$
|
(68,298
|
)
|
|
$
|
9,071
|
|
millions
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
238
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
286
|
|
Intercompany receivables
|
—
|
|
|
—
|
|
|
27,113
|
|
|
(27,113
|
)
|
|
—
|
|
|||||
Accounts receivable
|
2
|
|
|
411
|
|
|
24
|
|
|
—
|
|
|
437
|
|
|||||
Merchandise inventories
|
—
|
|
|
5,028
|
|
|
—
|
|
|
—
|
|
|
5,028
|
|
|||||
Prepaid expenses and other current assets
|
114
|
|
|
532
|
|
|
372
|
|
|
(649
|
)
|
|
369
|
|
|||||
Total current assets
|
116
|
|
|
6,209
|
|
|
27,557
|
|
|
(27,762
|
)
|
|
6,120
|
|
|||||
Total property and equipment, net
|
—
|
|
|
1,740
|
|
|
780
|
|
|
—
|
|
|
2,520
|
|
|||||
Goodwill and intangible assets
|
—
|
|
|
267
|
|
|
1,909
|
|
|
—
|
|
|
2,176
|
|
|||||
Other assets
|
—
|
|
|
264
|
|
|
1,842
|
|
|
(1,747
|
)
|
|
359
|
|
|||||
Investment in subsidiaries
|
10,413
|
|
|
26,743
|
|
|
—
|
|
|
(37,156
|
)
|
|
—
|
|
|||||
TOTAL ASSETS
|
$
|
10,529
|
|
|
$
|
35,223
|
|
|
$
|
32,088
|
|
|
$
|
(66,665
|
)
|
|
$
|
11,175
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
—
|
|
|
$
|
380
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
380
|
|
Current portion of long-term debt and capitalized lease obligations
|
—
|
|
|
65
|
|
|
1
|
|
|
—
|
|
|
66
|
|
|||||
Merchandise payables
|
—
|
|
|
1,337
|
|
|
—
|
|
|
—
|
|
|
1,337
|
|
|||||
Intercompany payables
|
12,232
|
|
|
14,881
|
|
|
—
|
|
|
(27,113
|
)
|
|
—
|
|
|||||
Other current liabilities
|
22
|
|
|
2,134
|
|
|
1,304
|
|
|
(649
|
)
|
|
2,811
|
|
|||||
Total current liabilities
|
12,254
|
|
|
18,797
|
|
|
1,305
|
|
|
(27,762
|
)
|
|
4,594
|
|
|||||
Long-term debt and capitalized lease obligations
|
695
|
|
|
4,192
|
|
|
1
|
|
|
(1,576
|
)
|
|
3,312
|
|
|||||
Pension and postretirement benefits
|
—
|
|
|
2,132
|
|
|
5
|
|
|
—
|
|
|
2,137
|
|
|||||
Deferred gain on sale-leaseback
|
—
|
|
|
718
|
|
|
—
|
|
|
—
|
|
|
718
|
|
|||||
Sale-leaseback financing obligation
|
—
|
|
|
164
|
|
|
—
|
|
|
—
|
|
|
164
|
|
|||||
Long-term deferred tax liabilities
|
58
|
|
|
—
|
|
|
892
|
|
|
(58
|
)
|
|
892
|
|
|||||
Other long-term liabilities
|
—
|
|
|
818
|
|
|
1,123
|
|
|
(223
|
)
|
|
1,718
|
|
|||||
Total Liabilities
|
13,007
|
|
|
26,821
|
|
|
3,326
|
|
|
(29,619
|
)
|
|
13,535
|
|
|||||
EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholder's equity (deficit)
|
(2,478
|
)
|
|
8,402
|
|
|
28,762
|
|
|
(37,053
|
)
|
|
(2,367
|
)
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|||||
Total Equity (Deficit)
|
(2,478
|
)
|
|
8,402
|
|
|
28,762
|
|
|
(37,046
|
)
|
|
(2,360
|
)
|
|||||
TOTAL LIABILITIES AND EQUITY (DEFICIT)
|
$
|
10,529
|
|
|
$
|
35,223
|
|
|
$
|
32,088
|
|
|
$
|
(66,665
|
)
|
|
$
|
11,175
|
|
millions
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
260
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
286
|
|
Intercompany receivables
|
—
|
|
|
—
|
|
|
27,415
|
|
|
(27,415
|
)
|
|
—
|
|
|||||
Accounts receivable
|
—
|
|
|
441
|
|
|
25
|
|
|
—
|
|
|
466
|
|
|||||
Merchandise inventories
|
—
|
|
|
3,959
|
|
|
—
|
|
|
—
|
|
|
3,959
|
|
|||||
Prepaid expenses and other current assets
|
23
|
|
|
692
|
|
|
856
|
|
|
(1,286
|
)
|
|
285
|
|
|||||
Total current assets
|
23
|
|
|
5,352
|
|
|
28,322
|
|
|
(28,701
|
)
|
|
4,996
|
|
|||||
Total property and equipment, net
|
—
|
|
|
1,504
|
|
|
736
|
|
|
—
|
|
|
2,240
|
|
|||||
Goodwill and intangible assets
|
—
|
|
|
360
|
|
|
1,528
|
|
|
(98
|
)
|
|
1,790
|
|
|||||
Other assets
|
4
|
|
|
285
|
|
|
931
|
|
|
(884
|
)
|
|
336
|
|
|||||
Investment in subsidiaries
|
9,110
|
|
|
26,703
|
|
|
—
|
|
|
(35,813
|
)
|
|
—
|
|
|||||
TOTAL ASSETS
|
$
|
9,137
|
|
|
$
|
34,204
|
|
|
$
|
31,517
|
|
|
$
|
(65,496
|
)
|
|
$
|
9,362
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
—
|
|
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
(108
|
)
|
|
$
|
—
|
|
Current portion of long-term debt and capitalized lease obligations
|
—
|
|
|
1,189
|
|
|
—
|
|
|
(599
|
)
|
|
590
|
|
|||||
Merchandise payables
|
—
|
|
|
1,048
|
|
|
—
|
|
|
—
|
|
|
1,048
|
|
|||||
Intercompany payables
|
11,830
|
|
|
15,585
|
|
|
—
|
|
|
(27,415
|
)
|
|
—
|
|
|||||
Other current liabilities
|
17
|
|
|
2,479
|
|
|
1,219
|
|
|
(672
|
)
|
|
3,043
|
|
|||||
Total current liabilities
|
11,847
|
|
|
20,409
|
|
|
1,219
|
|
|
(28,794
|
)
|
|
4,681
|
|
|||||
Long-term debt and capitalized lease obligations
|
1,215
|
|
|
3,160
|
|
|
—
|
|
|
(802
|
)
|
|
3,573
|
|
|||||
Pension and postretirement benefits
|
—
|
|
|
1,746
|
|
|
4
|
|
|
—
|
|
|
1,750
|
|
|||||
Deferred gain on sale-leaseback
|
—
|
|
|
563
|
|
|
—
|
|
|
—
|
|
|
563
|
|
|||||
Sale-leaseback financing obligation
|
—
|
|
|
235
|
|
|
—
|
|
|
—
|
|
|
235
|
|
|||||
Long-term deferred tax liabilities
|
48
|
|
|
—
|
|
|
724
|
|
|
(29
|
)
|
|
743
|
|
|||||
Other long-term liabilities
|
—
|
|
|
808
|
|
|
1,038
|
|
|
(205
|
)
|
|
1,641
|
|
|||||
Total Liabilities
|
13,110
|
|
|
26,921
|
|
|
2,985
|
|
|
(29,830
|
)
|
|
13,186
|
|
|||||
EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholder's equity (deficit)
|
(3,973
|
)
|
|
7,283
|
|
|
28,532
|
|
|
(35,666
|
)
|
|
(3,824
|
)
|
|||||
Total Equity (Deficit)
|
(3,973
|
)
|
|
7,283
|
|
|
28,532
|
|
|
(35,666
|
)
|
|
(3,824
|
)
|
|||||
TOTAL LIABILITIES AND EQUITY (DEFICIT)
|
$
|
9,137
|
|
|
$
|
34,204
|
|
|
$
|
31,517
|
|
|
$
|
(65,496
|
)
|
|
$
|
9,362
|
|
millions
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Merchandise sales and services
|
|
$
|
—
|
|
|
$
|
4,298
|
|
|
$
|
610
|
|
|
$
|
(607
|
)
|
|
$
|
4,301
|
|
Cost of sales, buying and occupancy
|
|
—
|
|
|
3,458
|
|
|
238
|
|
|
(325
|
)
|
|
3,371
|
|
|||||
Selling and administrative
|
|
1
|
|
|
1,331
|
|
|
217
|
|
|
(282
|
)
|
|
1,267
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
71
|
|
|
16
|
|
|
—
|
|
|
87
|
|
|||||
Impairment charges
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||
Gain on sales of assets
|
|
(492
|
)
|
|
(249
|
)
|
|
—
|
|
|
—
|
|
|
(741
|
)
|
|||||
Total costs and expenses
|
|
(491
|
)
|
|
4,626
|
|
|
471
|
|
|
(607
|
)
|
|
3,999
|
|
|||||
Operating income (loss)
|
|
491
|
|
|
(328
|
)
|
|
139
|
|
|
—
|
|
|
302
|
|
|||||
Interest expense
|
|
(117
|
)
|
|
(221
|
)
|
|
(4
|
)
|
|
214
|
|
|
(128
|
)
|
|||||
Interest and investment income (loss)
|
|
10
|
|
|
39
|
|
|
163
|
|
|
(214
|
)
|
|
(2
|
)
|
|||||
Income (loss) before income taxes
|
|
384
|
|
|
(510
|
)
|
|
298
|
|
|
—
|
|
|
172
|
|
|||||
Income tax (expense) benefit
|
|
—
|
|
|
129
|
|
|
(57
|
)
|
|
—
|
|
|
72
|
|
|||||
Equity (deficit) in earnings in subsidiaries
|
|
(140
|
)
|
|
170
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|||||
NET INCOME (LOSS) ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS
|
|
$
|
244
|
|
|
$
|
(211
|
)
|
|
$
|
241
|
|
|
$
|
(30
|
)
|
|
$
|
244
|
|
millions
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Merchandise sales and services
|
|
$
|
—
|
|
|
$
|
5,420
|
|
|
$
|
622
|
|
|
$
|
(648
|
)
|
|
$
|
5,394
|
|
Cost of sales, buying and occupancy
|
|
—
|
|
|
4,335
|
|
|
248
|
|
|
(366
|
)
|
|
4,217
|
|
|||||
Selling and administrative
|
|
1
|
|
|
1,599
|
|
|
185
|
|
|
(282
|
)
|
|
1,503
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
77
|
|
|
18
|
|
|
—
|
|
|
95
|
|
|||||
Impairment charges
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Gain on sales of assets
|
|
—
|
|
|
(59
|
)
|
|
(2
|
)
|
|
—
|
|
|
(61
|
)
|
|||||
Total costs and expenses
|
|
1
|
|
|
5,960
|
|
|
449
|
|
|
(648
|
)
|
|
5,762
|
|
|||||
Operating income (loss)
|
|
(1
|
)
|
|
(540
|
)
|
|
173
|
|
|
—
|
|
|
(368
|
)
|
|||||
Interest expense
|
|
(74
|
)
|
|
(145
|
)
|
|
(20
|
)
|
|
154
|
|
|
(85
|
)
|
|||||
Interest and investment income (loss)
|
|
—
|
|
|
21
|
|
|
129
|
|
|
(154
|
)
|
|
(4
|
)
|
|||||
Other income
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Income (loss) before income taxes
|
|
(75
|
)
|
|
(664
|
)
|
|
283
|
|
|
—
|
|
|
(456
|
)
|
|||||
Income tax (expense) benefit
|
|
—
|
|
|
36
|
|
|
(51
|
)
|
|
—
|
|
|
(15
|
)
|
|||||
Equity (deficit) in earnings in subsidiaries
|
|
(396
|
)
|
|
146
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|||||
NET INCOME (LOSS) ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS
|
|
$
|
(471
|
)
|
|
$
|
(482
|
)
|
|
$
|
232
|
|
|
$
|
250
|
|
|
$
|
(471
|
)
|
millions
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income (loss)
|
|
$
|
244
|
|
|
$
|
(211
|
)
|
|
$
|
241
|
|
|
$
|
(30
|
)
|
|
$
|
244
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pension and postretirement adjustments, net of tax
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|||||
Currency translation adjustments, net of tax
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Unrealized net gain, net of tax
|
|
—
|
|
|
—
|
|
|
26
|
|
|
(26
|
)
|
|
—
|
|
|||||
Total other comprehensive income
|
|
—
|
|
|
50
|
|
|
27
|
|
|
(26
|
)
|
|
51
|
|
|||||
Comprehensive income (loss) attributable to Holdings' shareholders
|
|
$
|
244
|
|
|
$
|
(161
|
)
|
|
$
|
268
|
|
|
$
|
(56
|
)
|
|
$
|
295
|
|
millions
|
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income (loss)
|
|
$
|
(471
|
)
|
|
$
|
(482
|
)
|
|
$
|
232
|
|
|
$
|
250
|
|
|
$
|
(471
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pension and postretirement adjustments, net of tax
|
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|||||
Unrealized net gain, net of tax
|
|
—
|
|
|
—
|
|
|
41
|
|
|
(41
|
)
|
|
—
|
|
|||||
Total other comprehensive income
|
|
—
|
|
|
64
|
|
|
41
|
|
|
(41
|
)
|
|
64
|
|
|||||
Comprehensive income (loss) attributable to Holdings' shareholders
|
|
$
|
(471
|
)
|
|
$
|
(418
|
)
|
|
$
|
273
|
|
|
$
|
209
|
|
|
$
|
(407
|
)
|
millions
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(1,052
|
)
|
|
$
|
172
|
|
|
$
|
—
|
|
|
$
|
(880
|
)
|
Proceeds from sales of property and investments
|
—
|
|
|
193
|
|
|
—
|
|
|
—
|
|
|
193
|
|
|||||
Proceeds from Craftsman Sale
|
572
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
572
|
|
|||||
Purchases of property and equipment
|
—
|
|
|
(19
|
)
|
|
(3
|
)
|
|
—
|
|
|
(22
|
)
|
|||||
Net investing with Affiliates
|
(572
|
)
|
|
—
|
|
|
(157
|
)
|
|
729
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
174
|
|
|
(160
|
)
|
|
729
|
|
|
743
|
|
|||||
Repayments of long-term debt
|
—
|
|
|
(430
|
)
|
|
—
|
|
|
—
|
|
|
(430
|
)
|
|||||
Increase in short-term borrowings, primarily 90 days or less
|
—
|
|
|
551
|
|
|
—
|
|
|
—
|
|
|
551
|
|
|||||
Debt issuance costs
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Net borrowing with Affiliates
|
—
|
|
|
729
|
|
|
—
|
|
|
(729
|
)
|
|
—
|
|
|||||
Net cash provided by financing activities
|
—
|
|
|
844
|
|
|
—
|
|
|
(729
|
)
|
|
115
|
|
|||||
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
—
|
|
|
(34
|
)
|
|
12
|
|
|
—
|
|
|
(22
|
)
|
|||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH BEGINNING OF YEAR
|
—
|
|
|
260
|
|
|
26
|
|
|
—
|
|
|
286
|
|
|||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH END OF PERIOD
|
$
|
—
|
|
|
$
|
226
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
264
|
|
millions
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
50
|
|
|
$
|
(984
|
)
|
|
$
|
265
|
|
|
$
|
(53
|
)
|
|
$
|
(722
|
)
|
Proceeds from sales of property and investments
|
—
|
|
|
29
|
|
|
9
|
|
|
—
|
|
|
38
|
|
|||||
Purchases of property and equipment
|
—
|
|
|
(38
|
)
|
|
(2
|
)
|
|
—
|
|
|
(40
|
)
|
|||||
Net investing with Affiliates
|
(50
|
)
|
|
—
|
|
|
(209
|
)
|
|
259
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
(50
|
)
|
|
(9
|
)
|
|
(202
|
)
|
|
259
|
|
|
(2
|
)
|
|||||
Proceeds from debt issuances
|
—
|
|
|
1,228
|
|
|
—
|
|
|
—
|
|
|
1,228
|
|
|||||
Repayments of long-term debt
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||||
Decrease in short-term borrowings, primarily 90 days or less
|
—
|
|
|
(417
|
)
|
|
—
|
|
|
—
|
|
|
(417
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|||||
Intercompany dividend
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
53
|
|
|
—
|
|
|||||
Net borrowing with Affiliates
|
—
|
|
|
259
|
|
|
—
|
|
|
(259
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
—
|
|
|
1,031
|
|
|
(53
|
)
|
|
(206
|
)
|
|
772
|
|
|||||
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
—
|
|
|
38
|
|
|
10
|
|
|
—
|
|
|
48
|
|
|||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH BEGINNING OF YEAR
|
—
|
|
|
200
|
|
|
38
|
|
|
—
|
|
|
238
|
|
|||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH END OF PERIOD
|
$
|
—
|
|
|
$
|
238
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
286
|
|
|
13 Weeks Ended
|
||||||
millions, except per share data
|
April 29,
2017 |
|
April 30,
2016 |
||||
REVENUES
|
|
|
|
||||
Merchandise sales and services
|
$
|
4,301
|
|
|
$
|
5,394
|
|
COSTS AND EXPENSES
|
|
|
|
||||
Cost of sales, buying and occupancy
|
3,371
|
|
|
4,217
|
|
||
Gross margin dollars
|
930
|
|
|
1,177
|
|
||
Gross margin rate
|
21.6
|
%
|
|
21.8
|
%
|
||
Selling and administrative
|
1,267
|
|
|
1,503
|
|
||
Selling and administrative expense as a percentage of total revenues
|
29.5
|
%
|
|
27.9
|
%
|
||
Depreciation and amortization
|
87
|
|
|
95
|
|
||
Impairment charges
|
15
|
|
|
8
|
|
||
Gain on sales of assets
|
(741
|
)
|
|
(61
|
)
|
||
Total costs and expenses
|
3,999
|
|
|
5,762
|
|
||
Operating income (loss)
|
302
|
|
|
(368
|
)
|
||
Interest expense
|
(128
|
)
|
|
(85
|
)
|
||
Interest and investment loss
|
(2
|
)
|
|
(4
|
)
|
||
Other income
|
—
|
|
|
1
|
|
||
Income (loss) before income taxes
|
172
|
|
|
(456
|
)
|
||
Income tax benefit (expense)
|
72
|
|
|
(15
|
)
|
||
NET INCOME (LOSS) ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS
|
$
|
244
|
|
|
$
|
(471
|
)
|
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS
|
|
|
|
||||
Basic earnings (loss) per share
|
$
|
2.28
|
|
|
$
|
(4.41
|
)
|
Diluted earnings (loss) per share
|
$
|
2.28
|
|
|
$
|
(4.41
|
)
|
Basic weighted average common shares outstanding
|
107.2
|
|
|
106.8
|
|
||
Diluted weighted average common shares outstanding
|
107.2
|
|
|
106.8
|
|
|
13 Weeks Ended
|
||||||
millions
|
April 29,
2017 |
|
April 30,
2016 |
||||
Net income (loss) attributable to Holdings per statement of operations
|
$
|
244
|
|
|
$
|
(471
|
)
|
Income tax (benefit) expense
|
(72
|
)
|
|
15
|
|
||
Interest expense
|
128
|
|
|
85
|
|
||
Interest and investment loss
|
2
|
|
|
4
|
|
||
Other income
|
—
|
|
|
(1
|
)
|
||
Operating income (loss)
|
302
|
|
|
(368
|
)
|
||
Depreciation and amortization
|
87
|
|
|
95
|
|
||
Gain on sales of assets
|
(741
|
)
|
|
(61
|
)
|
||
Before excluded items
|
(352
|
)
|
|
(334
|
)
|
||
|
|
|
|
||||
Closed store reserve and severance
|
76
|
|
|
87
|
|
||
Pension expense
|
45
|
|
|
72
|
|
||
Other
(1)
|
15
|
|
|
8
|
|
||
Amortization of deferred Seritage gain
|
(21
|
)
|
|
(22
|
)
|
||
Impairment charges
|
15
|
|
|
8
|
|
||
Adjusted EBITDA
|
$
|
(222
|
)
|
|
$
|
(181
|
)
|
|
13 Weeks Ended
|
||||||||||||||||||
|
April 29, 2017
|
|
April 30, 2016
|
||||||||||||||||
millions
|
Kmart
|
Sears Domestic
|
Sears Holdings
|
|
Kmart
|
Sears Domestic
|
Sears Holdings
|
||||||||||||
Operating income (loss) per statement of operations
|
$
|
450
|
|
$
|
(148
|
)
|
$
|
302
|
|
|
$
|
(116
|
)
|
$
|
(252
|
)
|
$
|
(368
|
)
|
Depreciation and amortization
|
13
|
|
74
|
|
87
|
|
|
19
|
|
76
|
|
95
|
|
||||||
Gain on sales of assets
|
(597
|
)
|
(144
|
)
|
(741
|
)
|
|
(46
|
)
|
(15
|
)
|
(61
|
)
|
||||||
Before excluded items
|
(134
|
)
|
(218
|
)
|
(352
|
)
|
|
(143
|
)
|
(191
|
)
|
(334
|
)
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Closed store reserve and severance
|
34
|
|
42
|
|
76
|
|
|
73
|
|
14
|
|
87
|
|
||||||
Pension expense
|
—
|
|
45
|
|
45
|
|
|
—
|
|
72
|
|
72
|
|
||||||
Other
(1)
|
—
|
|
15
|
|
15
|
|
|
8
|
|
—
|
|
8
|
|
||||||
Amortization of deferred Seritage gain
|
(4
|
)
|
(17
|
)
|
(21
|
)
|
|
(4
|
)
|
(18
|
)
|
(22
|
)
|
||||||
Impairment charges
|
5
|
|
10
|
|
15
|
|
|
3
|
|
5
|
|
8
|
|
||||||
Adjusted EBITDA
|
$
|
(99
|
)
|
$
|
(123
|
)
|
$
|
(222
|
)
|
|
$
|
(63
|
)
|
$
|
(118
|
)
|
$
|
(181
|
)
|
% to revenues
|
(6.6
|
)%
|
(4.4
|
)%
|
(5.2
|
)%
|
|
(2.9
|
)%
|
(3.6
|
)%
|
(3.4
|
)%
|
|
13 Weeks Ended April 29, 2017
|
|||||||||||||||||||||||||||||
|
|
Adjustments
|
||||||||||||||||||||||||||||
millions, except per share data
|
GAAP
|
Pension Expense
|
Closed Store Reserve, Store Impairments and Severance
|
Gain on Sale of Trade name
|
Gain on Sales of Assets
|
Mark-to-Market Adjustments
|
Amortization of Deferred Seritage Gain
|
Other
(1)
|
Tax Matters
|
As
Adjusted |
||||||||||||||||||||
Gross margin impact
|
$
|
930
|
|
$
|
—
|
|
$
|
15
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(21
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
924
|
|
Selling and administrative impact
|
1,267
|
|
(45
|
)
|
(61
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(15
|
)
|
—
|
|
1,146
|
|
||||||||||
Depreciation and amortization impact
|
87
|
|
—
|
|
(6
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
81
|
|
||||||||||
Impairment charges impact
|
15
|
|
—
|
|
(15
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||
Gain on sales of assets impact
|
(741
|
)
|
—
|
|
—
|
|
492
|
|
189
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(60
|
)
|
||||||||||
Operating income impact
|
302
|
|
45
|
|
97
|
|
(492
|
)
|
(189
|
)
|
—
|
|
(21
|
)
|
15
|
|
—
|
|
(243
|
)
|
||||||||||
Interest and investment loss impact
|
(2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
5
|
|
—
|
|
—
|
|
—
|
|
3
|
|
||||||||||
Income tax benefit impact
|
72
|
|
(17
|
)
|
(36
|
)
|
185
|
|
71
|
|
(2
|
)
|
8
|
|
(6
|
)
|
(137
|
)
|
138
|
|
||||||||||
After tax impact
|
244
|
|
28
|
|
61
|
|
(307
|
)
|
(118
|
)
|
3
|
|
(13
|
)
|
9
|
|
(137
|
)
|
(230
|
)
|
||||||||||
Diluted earnings (loss) per share impact
|
$
|
2.28
|
|
$
|
0.26
|
|
$
|
0.57
|
|
$
|
(2.87
|
)
|
$
|
(1.10
|
)
|
$
|
0.03
|
|
$
|
(0.12
|
)
|
$
|
0.08
|
|
$
|
(1.28
|
)
|
$
|
(2.15
|
)
|
|
13 Weeks Ended April 30, 2016
|
||||||||||||||||||||||||||
|
|
Adjustments
|
|||||||||||||||||||||||||
millions, except per share data
|
GAAP
|
Pension
Expense |
Closed Store Reserve, Store Impairments and Severance
|
Gain on Sales of Assets
|
Mark-to-Market Adjustments
|
Amortization of Deferred Seritage Gain
|
Other
(1)
|
Tax Matters
|
As Adjusted
|
||||||||||||||||||
Gross margin impact
|
$
|
1,177
|
|
$
|
—
|
|
$
|
60
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(22
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
1,215
|
|
Selling and administrative impact
|
1,503
|
|
(72
|
)
|
(27
|
)
|
—
|
|
—
|
|
—
|
|
(8
|
)
|
—
|
|
1,396
|
|
|||||||||
Depreciation and amortization impact
|
95
|
|
—
|
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
91
|
|
|||||||||
Impairment charges impact
|
8
|
|
—
|
|
(8
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Gain on sales of assets impact
|
(61
|
)
|
—
|
|
—
|
|
26
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(35
|
)
|
|||||||||
Operating loss impact
|
(368
|
)
|
72
|
|
99
|
|
(26
|
)
|
—
|
|
(22
|
)
|
8
|
|
—
|
|
(237
|
)
|
|||||||||
Interest and investment loss impact
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
6
|
|
—
|
|
—
|
|
—
|
|
2
|
|
|||||||||
Income tax expense impact
|
(15
|
)
|
(27
|
)
|
(37
|
)
|
10
|
|
(2
|
)
|
8
|
|
(3
|
)
|
186
|
|
120
|
|
|||||||||
After tax impact
|
(471
|
)
|
45
|
|
62
|
|
(16
|
)
|
4
|
|
(14
|
)
|
5
|
|
186
|
|
(199
|
)
|
|||||||||
Diluted loss per share impact
|
$
|
(4.41
|
)
|
$
|
0.42
|
|
$
|
0.58
|
|
$
|
(0.15
|
)
|
$
|
0.04
|
|
$
|
(0.13
|
)
|
$
|
0.05
|
|
$
|
1.74
|
|
$
|
(1.86
|
)
|
•
|
EBITDA excludes the effects of financings and investing activities by eliminating the effects of interest and depreciation costs;
|
•
|
Management considers gains/losses on the sale of assets to result from investing decisions rather than ongoing operations; and
|
•
|
Other significant items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of results. We have adjusted our results for these items to make our statements more comparable and therefore more useful to investors as the items are not representative of our ongoing operations and reflect past investment decisions.
|
•
|
Pension expense – Contributions to our pension plans remain a significant use of our cash on an annual basis. Cash contributions to our pension and postretirement plans are separately disclosed on the cash flow statement. While the Company's pension plan is frozen, and thus associates do not currently earn pension benefits, we have a legacy pension obligation for past service performed by Kmart and Sears associates. The annual pension expense included in our statement of operations related to these legacy domestic pension plans was relatively minimal in years prior to 2009. However, due to the severe decline in the capital markets that occurred in the latter part of 2008, and the resulting abnormally low interest rates, which continue to persist, our domestic pension expense was $288 million in 2016, $229 million in 2015 and $89 million in 2014. Pension expense is comprised of interest cost, expected return on plan assets and recognized net loss and other. This adjustment eliminates the entire pension expense from the statement of operations to improve comparability. Pension expense is included in the determination of net income (loss).
|
|
13 Weeks Ended
|
||||||
millions
|
April 29,
2017 |
|
April 30,
2016 |
||||
Components of net periodic expense:
|
|
|
|
||||
Interest cost
|
$
|
51
|
|
|
$
|
57
|
|
Expected return on plan assets
|
(57
|
)
|
|
(50
|
)
|
||
Recognized net loss and other
|
51
|
|
|
65
|
|
||
Net periodic expense
|
$
|
45
|
|
|
$
|
72
|
|
•
|
Closed store reserve and severance – We are transforming our Company to a less asset-intensive business model. Throughout this transformation, we continue to make choices related to our stores, which could result in sales, closures, lease terminations or a variety of other decisions.
|
•
|
Impairment charges – Accounting standards require the Company to evaluate the carrying value of fixed assets, goodwill and intangible assets for impairment. As a result of the Company's analysis, we have recorded impairment charges related to certain fixed asset and indefinite-lived intangible asset balances.
|
•
|
Gains on sales of assets – We have recorded significant gains on sales of assets, as well as gains on sales of joint venture interests, which were primarily attributable to several real estate transactions, including gains recognized due to recaptures by Seritage and the JVs. Management considers these gains on sale of assets to result from investing decisions rather than ongoing operations.
|
•
|
Mark-to-market adjustments – We elected the fair value option for the equity method investment in Sears Canada, and the change in fair value is recorded in interest and investment income in the Condensed Consolidated Statement of Operations. Management considers activity related to our retained investment in Sears Canada to result from investing decisions rather than ongoing operations. Furthermore, we do not consider the short term fluctuations in Sears Canada's stock price useful in assessing our operating performance.
|
•
|
Amortization of deferred Seritage gain – A portion of the gain on the Seritage transaction was deferred and will be recognized in proportion to the related rent expense, which is a component of cost of sales, buying and occupancy, in the Condensed Consolidated Statements of Operations, over the lease term. Management considers the amortization of the deferred Seritage gain to result from investing decisions rather than ongoing operations.
|
•
|
Other – consists of transaction costs associated with strategic initiatives and expenses associated with legal matters.
|
•
|
Domestic tax matters – In 2011, we recorded a non-cash charge to establish a valuation allowance against substantially all of our domestic deferred tax assets. Accounting rules generally require that a valuation reserve be established when income has not been generated over a three-year cumulative period to support the deferred tax asset. While an accounting loss was recorded, we believe no economic loss has occurred as these net operating losses and tax benefits remain available to reduce future taxes as income is generated in subsequent periods. As this valuation allowance has a significant impact on the effective tax rate, we have adjusted our results to reflect a standard effective tax rate for the Company beginning in fiscal 2011 when the valuation allowance was first established.
|
|
13 Weeks Ended
|
||||||
millions, except number of stores
|
April 29,
2017 |
|
April 30,
2016 |
||||
Merchandise sales and services
|
$
|
1,493
|
|
|
$
|
2,139
|
|
|
|
|
|
||||
Cost of sales, buying and occupancy
|
1,230
|
|
|
1,735
|
|
||
Gross margin dollars
|
263
|
|
|
404
|
|
||
Gross margin rate
|
17.6
|
%
|
|
18.9
|
%
|
||
|
|
|
|
||||
Selling and administrative
|
392
|
|
|
544
|
|
||
Selling and administrative expense as a percentage of total revenues
|
26.3
|
%
|
|
25.4
|
%
|
||
Depreciation and amortization
|
13
|
|
|
19
|
|
||
Impairment charges
|
5
|
|
|
3
|
|
||
Gain on sales of assets
|
(597
|
)
|
|
(46
|
)
|
||
Total costs and expenses
|
1,043
|
|
|
2,255
|
|
||
Operating income (loss)
|
$
|
450
|
|
|
$
|
(116
|
)
|
Adjusted EBITDA
|
$
|
(99
|
)
|
|
$
|
(63
|
)
|
Number of stores
|
624
|
|
|
896
|
|
|
13 Weeks Ended
|
||||||
millions, except number of stores
|
April 29,
2017 |
|
April 30,
2016 |
||||
Merchandise sales and services
|
$
|
2,808
|
|
|
$
|
3,255
|
|
|
|
|
|
||||
Cost of sales, buying and occupancy
|
2,141
|
|
|
2,482
|
|
||
Gross margin dollars
|
667
|
|
|
773
|
|
||
Gross margin rate
|
23.8
|
%
|
|
23.7
|
%
|
||
|
|
|
|
||||
Selling and administrative
|
875
|
|
|
959
|
|
||
Selling and administrative expense as a percentage of total revenues
|
31.2
|
%
|
|
29.5
|
%
|
||
Depreciation and amortization
|
74
|
|
|
76
|
|
||
Impairment charges
|
10
|
|
|
5
|
|
||
Gain on sales of assets
|
(144
|
)
|
|
(15
|
)
|
||
Total costs and expenses
|
2,956
|
|
|
3,507
|
|
||
Operating loss
|
$
|
(148
|
)
|
|
$
|
(252
|
)
|
Adjusted EBITDA
|
$
|
(123
|
)
|
|
$
|
(118
|
)
|
Number of:
|
|
|
|
||||
Full-line stores
|
626
|
|
|
700
|
|
||
Specialty stores
|
25
|
|
|
26
|
|
||
Total Sears Domestic Stores
|
651
|
|
|
726
|
|
millions
|
April 29,
2017 |
|
April 30,
2016 |
|
January 28,
2017 |
||||||
Cash and equivalents
|
$
|
136
|
|
|
$
|
167
|
|
|
$
|
196
|
|
Cash posted as collateral
|
3
|
|
|
3
|
|
|
3
|
|
|||
Credit card deposits in transit
|
97
|
|
|
116
|
|
|
87
|
|
|||
Total cash and cash equivalents
|
236
|
|
|
286
|
|
|
286
|
|
|||
Restricted cash
|
28
|
|
|
—
|
|
|
—
|
|
|||
Total cash balances
|
$
|
264
|
|
|
$
|
286
|
|
|
$
|
286
|
|
millions
|
April 29,
2017 |
|
April 30,
2016 |
|
January 28,
2017 |
||||||
Short-term borrowings:
|
|
|
|
|
|
||||||
Unsecured commercial paper
|
$
|
15
|
|
|
$
|
136
|
|
|
$
|
—
|
|
Secured borrowings
|
536
|
|
|
244
|
|
|
—
|
|
|||
Long-term debt, including current portion:
|
|
|
|
|
|
||||||
Notes and debentures outstanding
|
3,625
|
|
|
3,198
|
|
|
4,018
|
|
|||
Capitalized lease obligations
|
105
|
|
|
180
|
|
|
145
|
|
|||
Total borrowings
|
$
|
4,281
|
|
|
$
|
3,758
|
|
|
$
|
4,163
|
|
|
13 Weeks Ended
|
||||||
millions
|
April 29,
2017 |
|
April 30,
2016 |
||||
Secured borrowings:
|
|
|
|
||||
Maximum daily amount outstanding during the period
|
$
|
607
|
|
|
$
|
1,150
|
|
Average amount outstanding during the period
|
209
|
|
|
815
|
|
||
Amount outstanding at period-end
|
536
|
|
|
244
|
|
||
Weighted average interest rate
|
6.0
|
%
|
|
4.3
|
%
|
||
|
|
|
|
||||
Unsecured commercial paper:
|
|
|
|
||||
Maximum daily amount outstanding during the period
|
$
|
100
|
|
|
$
|
184
|
|
Average amount outstanding during the period
|
22
|
|
|
67
|
|
||
Amount outstanding at period-end
|
15
|
|
|
136
|
|
||
Weighted average interest rate
|
7.9
|
%
|
|
7.8
|
%
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
(1)
|
|
Average Price Paid per Share for Publicly Announced Program
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
|
||||||||
January 29, 2017 to February 25, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
||
February 26, 2017 to April 1, 2017
|
617
|
|
|
7.62
|
|
|
—
|
|
|
—
|
|
|
|
||||
April 2, 2017 to April 29, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
Total
|
617
|
|
|
$
|
7.62
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
503,907,832
|
|
(1)
|
Our common share repurchase program was initially announced on September 14, 2005 and has a total authorization since inception of the program of $6.5 billion, including the authorizations to purchase up to an additional $500 million of common stock on each of December 17, 2009 and May 2, 2011. The program has no stated expiration date.
|
(b)
|
Exhibits
|
|
S
EARS
H
OLDINGS
C
ORPORATION
|
|
|
|
|
Date: May 25, 2017
|
By:
|
/s/
R
OBERT
A. R
IECKER
|
|
Name:
|
Robert A. Riecker
|
|
Title:
|
Chief Financial Officer*
|
3.1
|
|
|
|
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K, dated March 24, 2005, filed on March 24, 2005 (File No. 000-51217)).
|
|
|
|
|
|
3.2
|
|
|
|
Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to Registrant's Current Report on Form 8-K, dated January 22, 2014, filed on January 24, 2014 (File No. 000-51217)).
|
|
|
|
|
|
10.1
|
|
|
|
Second Amendment to Third Amended and Restated Credit Agreement, dated February 10, 2017, by and among Sears Holdings Corporation, Sears Roebuck Acceptance Corp., Kmart Corporation, the lenders party thereto and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.6 to Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2017 (File No. 001-36693)).
|
|
|
|
|
|
10.2
|
|
|
|
Consent, Waiver and Amendment, dated as of March 8, 2017, by and between Sears Holdings Corporation, certain of its subsidiaries and Pension Benefit Guaranty Corporation (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K, dated March 8, 2017, filed March 9, 2017 (File No. 001-36693)).
|
|
|
|
|
|
10.3
|
|
|
|
First Amendment dated March 2, 2017, to Letter of Credit and Reimbursement Agreement, dated as of December 28, 2016, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp., Kmart Corporation, the financial institutions party thereto from time to time as L/C Lenders, and Citibank, N.A., as Administrative Agent and Issuing Bank. (incorporated by reference to Exhibit 10.60 to Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2017, filed on March 21, 2017 (File No. 001-36693)).
|
|
|
|
|
|
10.4
|
|
|
|
Acquired IP License Agreement, dated as of March 8, 2017, by and between Sears Holdings Corporation and Stanley Black & Decker, Inc. (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, dated March 8, 2017, filed March 9, 2017 (File No. 001-36693)).
|
|
|
|
|
|
*10.5
|
|
|
|
Letter, dated April 6, 2017, amending Acquired IP License Agreement, dated as of March 8, 2017, by and between Sears Holdings Corporation and Stanley Black & Decker, Inc.
|
|
|
|
|
|
*10.6
|
|
|
|
First Amendment to Purchase and Sale Agreement, dated April 13, 2017, by and between Sears Holdings Corporation and Stanley Black & Decker.
|
|
|
|
|
|
†*10.7
|
|
|
|
Letter from Registrant to Robert A. Riecker, dated as of June 29, 2011.
|
|
|
|
|
|
†*10.8
|
|
|
|
Letter from Registrant to Robert A. Riecker, dated as of September 28, 2011.
|
|
|
|
|
|
†*10.9
|
|
|
|
Letter from Registrant to Robert A. Riecker, dated as of February 1, 2012.
|
|
|
|
|
|
†*10.10
|
|
|
|
Special Retention Award Agreement, dated April 24, 2012, by and between Sears Holdings Corporation and Robert A. Riecker.
|
|
|
|
|
|
†*10.11
|
|
|
|
Letter from Registrant to Robert A. Riecker, dated as of January 29, 2014.
|
|
|
|
|
|
†*10.12
|
|
|
|
Letter from Registrant to Robert A. Riecker, dated as of August 27, 2015.
|
|
|
|
|
|
†*10.13
|
|
|
|
Special Retention Award Agreement, dated August 27, 2015, by and between Sears Holdings Corporation and Robert A. Riecker.
|
|
|
|
|
|
†*10.14
|
|
|
|
Letter from Registrant to Robert A. Riecker, dated as of August 15, 2016.
|
|
|
|
|
|
†*10.15
|
|
|
|
Letter from Registrant to Robert A. Riecker, dated as of October 13, 2016.
|
|
|
|
|
|
†*10.16
|
|
|
|
Letter from Registrant to Robert A. Riecker, dated as of April 21, 2017.
|
|
|
|
|
31.1
|
|
|
|
Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
31.2
|
|
|
|
Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
32.1
|
|
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
32.2
|
|
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
101
|
|
|
|
The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2017, formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) the Condensed Consolidated Statements of Operations (Unaudited) for the 13 weeks ended April 29, 2017 and April 30, 2016; (ii) the Condensed Consolidated Statements of Comprehensive Loss (Unaudited) for the 13 weeks ended April 29, 2017 and April 30, 2016; (iii) the Condensed Consolidated Balance Sheets (Unaudited) as of April 29, 2017, April 30, 2016 and January 28, 2017; (iv) the Condensed Consolidated Statements of Cash Flows (Unaudited) for the 13 weeks ended April 29, 2017 and April 30, 2016; (v) the Condensed Consolidated Statements of Deficit (Unaudited) for the 13 weeks ended April 29, 2017 and April 30, 2016; and (vi) the Notes to the Condensed Consolidated Financial Statements (Unaudited).
|
a.
|
This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be performed wholly within such State and without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction.
|
b.
|
Each Party irrevocably submits to the jurisdiction of any New York state or federal court in any Action arising out of or relating to this Amendment, and hereby irrevocably agrees that all claims in respect of such Action may be heard and determined in such New York state or federal court. Each Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action. The Parties further agree, to the extent permitted by Law, that final and unappealable judgment against any of them in any Action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment.
|
c.
|
EACH PARTY TO THIS AMENDMENT WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AMENDMENT OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN. NO PARTY TO THIS AMENDMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AMENDMENT OR ANY RELATED INSTRUMENTS OR THE RELATIONSHIP BETWEEN THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AMENDMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 4. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 4 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
|
Topic
|
Description
|
Accounts Receivable
|
Detailed aging of accounts receivable outstanding as of the closing balance sheet date, showing outstanding balances by customer and by invoice (if available). For each invoice/customer, please provide date of invoice as well as any changes to the underlying payment terms offered to that customer relative to the payment terms that were provided prior to the closing date.
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Accounts Receivable
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Detail of subsequent cash collections as of the most recent date available, with detail around cash applications, allowing for mapping of collections back to acquire A/R balances.
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Accounts Receivable
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Provide analysis and details of customer disputes (e.g., pricing, short ships), returns or other like matter for A/R that was sold to SBD by Sears.
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Inventory
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Inventory subledger, by SKU, as of the closing balance sheet date for Acquired Inventory
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Prepaid expenses
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Detail of all outstanding prepaid balances as of the closing balance sheet date, including support for the nature and amount of each balance.
This should include details of the usage/run off date for those items specifically known. For all other items, provide qualitative assessment.
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Assumed CO-OP Advertising Accrual
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Detail of the outstanding co-op advertising accrual as of the closing balance sheet date, including accrued amounts by retailer and program. This should include details usage date for those items specifically known. For all other items, provide qualitative assessment.
Detail of any outstanding credits or unpaid amounts related to customer programming, rebates, or promotional discounts as of the closing balance sheet date. Please provide detail by customer.
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•
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Annual base salary at a rate of $280,000.
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•
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Your annual incentive opportunity will increase to 50% of your base salary under Sears Holdings Annual Incentive Plan (“AIP”). Any incentive payable under the 2011 AIP will be prorated based on the amount of time in each base salary level and applicable annual incentive target through January 28, 2012, the last day of Sears Holdings 2011 fiscal year. Any annual incentive payable with respect to a fiscal year will be paid by April 15
th
of the following fiscal year, provided that you are actively employed at the payment date. Your 2011 AIP will be prorated as follows:
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•
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For the period January 30, 2011 - through May 31, 2011:
Base salary of $233,400 and target bonus of 45% |
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For the period June 1, 2011 through January 28, 2012 (the end of fiscal year 2011):
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•
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Your 2010 Long-Term Incentive Plan (“2010 LTIP”) target incentive of 50% of your annual base salary in effect on April 27, 2010 will remain unchanged through the end of the performance period on February 2, 2013.
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•
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Your 2011 Long-Term Incentive Plan (“2011 LTIP”) target incentive of 50% of your annual base salary in effect on April 27, 2011 will remain unchanged through the end of the performance period on February 1, 2014.
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Title
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Base Salary
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Annual Target Incentive
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Target
Total Cash
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Current
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Vice President, Assistant Controller-SHC
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$233,400
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45%
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$338,430
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New
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Vice President, Assistant Controller-SHC
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$280,000
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50%
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$420,000
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Increase
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20.0%
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24.1%
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•
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Annual base salary at a rate of $325,000.
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•
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Your annual incentive opportunity will remain at 50% of your base salary under Sears Holdings Annual Incentive Plan (“AIP”). Any incentive payable under the 2011 AIP will be prorated based on the amount of time spent at each salary level through January 28, 2012, the last day of Sears Holdings 2011 fiscal year. Any annual incentive payable with respect to a fiscal year will be paid by April 15
th
of the following fiscal year, provided that you are actively employed at the payment date.
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Title
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Base Salary
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Annual Target Incentive
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Target
Total Cash
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Current
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VP, Assistant Controller – SHC
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$280,000
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50%
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$420,000
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New
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VP, Audit
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$325,000
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50%
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$487,500
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Increase
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16.1%
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16.1%
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•
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Your 2010 Long-Term Incentive Plan (“2010 LTIP”) target incentive of 50% of your annual base salary in effect on April 27, 2010 will remain unchanged through the end of the performance period on February 2, 2013. Any reward under the 2010 LTIP will continue to be determined based on the achievement of the three (3) year financial goals as follows:
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•
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For the fiscal years 2010 – 2012 - 100% measured against LTIP EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization).
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•
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You will be eligible to participate in the Sears Holdings Corporation 2011 Long-Term Incentive Program (“2011 LTIP”) with a target incentive of 50% of your base salary in effect as of April 27, 2011. Further details regarding your 2011 LTIP will be provided to you in the near future.
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•
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You will be required to sign a new Executive Severance Agreement (“Agreement”). If your employment is terminated by SHC (other than for Cause, death or Disability) or by you for Good Reason (as such capitalized terms are defined in the Agreement), you will receive six (6) months of
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Acknowledged and Accepted:
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/s/ Robert A. Riecker
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02/04/2012
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Robert A. Riecker
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Date
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EXECUTIVE
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SEARS HOLDINGS CORPORATION
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/s/ Robert A. Riecker
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BY: /s/ Dean Carter
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Robert A. Riecker
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Dean Carter
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4/24/2012
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5/11/2012
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Date
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Date
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•
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Annual base salary at a rate of $375,000, effective February 2, 2014.
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•
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Upon the completion or conclusion of both the spin-off of Lands’ End and Sears Auto from Sears Holdings Corporation (“SHC”), you will receive a one-time project bonus of $50,000 (gross), provided you remain actively employed with SHC through the effective date (or conclusion) of each spin-off. The project bonus will be payable as soon as administratively possible following the latest effective date (or conclusion) of the two spin-offs. This project bonus shall be a special bonus and shall not be eligible compensation for purposes of any qualified or nonqualified retirement plan maintained by SHC.
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Accepted:
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/s/ Robert A. Riecker
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02/06/2014
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Robert A. Riecker
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Date
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1.
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RETENTION AWARDS
.
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Retention Period
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Retention Award
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||
1st Retention Period
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Date Agreement signed by Executive until twelve (12) months thereafter
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$
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212,500
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2
nd
Retention Period
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First day following the end of the 1
st
Retention Period until twelve (12) months thereafter
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$
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212,500
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A.
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paid within thirty (30) days after the end of the applicable Retention Period,
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B.
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subject to applicable withholding in accordance with Section 3(f) below,
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C.
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a special bonus and shall not be eligible compensation for purposes of any qualified or nonqualified retirement plan maintained by Sears, and
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D.
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separate from and not in the place of any annual or other incentive to which Executive may otherwise be or become entitled with respect to any Retention Period.
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EXECUTIVE
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SEARS HOLDINGS CORPORATION
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/s/ Robert A. Riecker
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/s/ Robert A. Schriesheim
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Robert A. Riecker
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Robert A. Schriesheim
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09/01/2015
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09/01/2015
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Date
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Date
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•
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Annual base salary will increase to $500,000;
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•
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Annual incentive opportunity under SHC’s Annual Incentive Plan will increase to 75% of your base salary;
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•
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Participation under SHC’s Long Term Incentive Program will increase to 100% of your base salary.
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Accepted:
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/s/ Robert A. Riecker
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8/7/2016
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Robert A. Riecker
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Date
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Business Unit Leader:
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/s/ Robert A. Schriesheim
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8/17/2016
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Robert A. Schriesheim
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Date
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•
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You will now serve Sears Holdings Corporation in the position of Controller & Head of Capital Market Activities; and
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•
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Subject to all terms and conditions of the Sears Holdings Corporation Annual Incentive Plan (“AIP”), including but not limited to the requirement you remain actively employed by SHC through the payment date of the applicable fiscal year’s AIP, your minimum annual incentive bonus for the 2017 and 2018 fiscal years shall be $262,500.
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•
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Subject to all terms and conditions of the Executive Severance Agreement executed by you on October 3, 2011 (the “ESA”):
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o
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Your severance period is increased to twelve (12) months. This means that if Severance Benefits (as defined in the ESA) become due and owing, (a) the amount of cash severance paid to you will equal to twelve (12) months of pay at your annual base salary rate as of your Date of Termination (as defined in the ESA), and (b) benefits continuation, i.e., remaining in certain health and welfare plans at active associate rates, will be available for twelve (12) months from your Date of Termination (subject to the terms and conditions and continued availability of such plans and programs); and
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o
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The period during which the non-compete will apply is increased from six (6) to twelve (12) months.
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•
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Offer Letter and Executive Severance Agreement each executed by you on October 3, 2011,
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•
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Internal Action letter dated June 29, 2014, and executed by you on February 6, 2014,
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•
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Special Retention Award Agreement dated August 27, 2015, and executed by you on September 1, 2015, and
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•
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Internal Action letter dated August 15, 2016, and executed by you on August 17, 2016.
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Very truly yours,
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Tiffany Morris
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Vice President, Human Resources
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Accepted:
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/s/ Robert A. Riecker
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10/13/2016
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Robert A. Riecker
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Date
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1.
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You will serve as and have the title of
Chief Financial Officer of Sears Holdings Corporation
.
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2.
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Your annual base salary rate will be $650,000.
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3.
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Your Target incentive opportunity under SHC’s Annual Incentive Plan (“AIP”) will be 100% of your annual base salary except that your target incentive opportunity under the 2017 fiscal year AIP will be based on proportionate shares of your prior and new annual base salary rate and prior and new AIP percentages. Any annual incentive payable with respect to a fiscal year will be paid by April 15
th
of the following fiscal year, provided that you are actively employed at the payment date.
NOTE: Under the Internal Action letter date October 13, 2016, your minimum AIP payments for each of the 2017 and 2018 fiscal years will be $262,500, provided you are actively employed on the relevant payment date. These provisions remain in effect. |
4.
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Your Target incentive opportunity under SHC’s Long-Term Incentive Program (“LTI”) will be 100% of your new annual base salary rate, i.e., $650,000. Your target incentive opportunity under SHC’s 2017 LTI will be calculated as if your new annual base salary rate had been in effect since the first day of the 2017 fiscal year through February 1, 2020, the last day of SHC’s 2019 fiscal year and the last day of the 2017-2019 LTI performance period. SHC’s LTI is comprised of two separate programs: (i) Cash Long-Term Incentive Plan (“Cash LTI”), a time-based vesting program; and (ii) Long-Term Incentive Program (“LTIP”), a performance-based program. For the 2017-2019 period, your Cash LTI Target opportunity is equal to 25% of your total LTI Target opportunity (i.e., $162,500), and your LTIP Target opportunity is 75% of the total (i.e., $487,500). Further details regarding your SHC LTI target award and both programs will be provided to you at a later date.
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•
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Offer Letter and Executive Severance Agreement each executed by you on October 3, 2011,
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•
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Internal Action letter dated January 29, 2014, and executed by you on February 6, 2014,
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•
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Special Retention Award Agreement dated August 27, 2015, and executed by you on September 1, 2015,
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•
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Internal Action letter dated August 15, 2016, and executed by you on August 17, 2016, and
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•
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Internal Action letter dated and also executed by you on October 13, 2016.
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Very truly yours,
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Julie Ainsworth
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Chief People Officer
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Accepted:
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/s/ Robert A. Riecker
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05/03/2017
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Robert A. Riecker
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Date
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1.
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I have reviewed this quarterly report on Form 10-Q of Sears Holdings Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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1.
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I have reviewed this quarterly report on Form 10-Q of Sears Holdings Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Edward S. Lampert
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Edward S. Lampert
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Chairman of the Board and Chief Executive Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Robert A. Riecker
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Robert A. Riecker
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Chief Financial Officer
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