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|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
APRIL 30, 2016
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
D
ELAWARE
|
20-1920798
|
(State of Incorporation)
|
(I.R.S. Employer Identification No.)
|
|
|
3333 B
EVERLY
R
OAD
, H
OFFMAN
E
STATES
, I
LLINOIS
|
60179
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
|
|
|
Page
|
|
PART I – FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
PART II – OTHER INFORMATION
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
|
13 Weeks Ended
|
||||||
millions, except per share data
|
April 30,
2016 |
|
May 2,
2015 |
||||
REVENUES
|
|
|
|
||||
Merchandise sales and services
(1)(2)
|
$
|
5,394
|
|
|
$
|
5,882
|
|
COSTS AND EXPENSES
|
|
|
|
||||
Cost of sales, buying and occupancy
(1)(3)
|
4,217
|
|
|
4,364
|
|
||
Selling and administrative
|
1,503
|
|
|
1,681
|
|
||
Depreciation and amortization
|
95
|
|
|
122
|
|
||
Impairment charges
|
8
|
|
|
—
|
|
||
Gain on sales of assets
|
(61
|
)
|
|
(107
|
)
|
||
Total costs and expenses
|
5,762
|
|
|
6,060
|
|
||
Operating loss
|
(368
|
)
|
|
(178
|
)
|
||
Interest expense
|
(85
|
)
|
|
(90
|
)
|
||
Interest and investment loss
|
(4
|
)
|
|
(18
|
)
|
||
Other income
|
1
|
|
|
1
|
|
||
Loss before income taxes
|
(456
|
)
|
|
(285
|
)
|
||
Income tax expense
|
(15
|
)
|
|
(18
|
)
|
||
NET LOSS ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS
|
$
|
(471
|
)
|
|
$
|
(303
|
)
|
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS
|
|
|
|
||||
Basic loss per share
|
$
|
(4.41
|
)
|
|
$
|
(2.85
|
)
|
Diluted loss per share
|
$
|
(4.41
|
)
|
|
$
|
(2.85
|
)
|
Basic weighted average common shares outstanding
|
106.8
|
|
|
106.5
|
|
||
Diluted weighted average common shares outstanding
|
106.8
|
|
|
106.5
|
|
(1)
|
Includes merchandise sales to Sears Hometown and Outlet Stores, Inc. ("SHO") of
$293 million
and
$335 million
for the
13
weeks ended
April 30, 2016
and
May 2, 2015
, respectively. Pursuant to the terms of the separation, merchandise is sold to SHO at cost.
|
|
13 Weeks Ended
|
||||||
millions
|
April 30,
2016 |
|
May 2,
2015 |
||||
Net loss
|
$
|
(471
|
)
|
|
$
|
(303
|
)
|
Other comprehensive income
|
|
|
|
||||
Pension and postretirement adjustments, net of tax
|
64
|
|
|
65
|
|
||
Total other comprehensive income
|
64
|
|
|
65
|
|
||
Comprehensive loss attributable to Holdings' shareholders
|
$
|
(407
|
)
|
|
$
|
(238
|
)
|
millions
|
April 30,
2016 |
|
May 2,
2015 |
|
January 30,
2016 |
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
286
|
|
|
$
|
286
|
|
|
$
|
238
|
|
Accounts receivable
(1)
|
437
|
|
|
474
|
|
|
419
|
|
|||
Merchandise inventories
|
5,028
|
|
|
5,054
|
|
|
5,172
|
|
|||
Prepaid expenses and other current assets
|
369
|
|
|
249
|
|
|
216
|
|
|||
Total current assets
|
6,120
|
|
|
6,063
|
|
|
6,045
|
|
|||
Property and equipment (net of accumulated depreciation and amortization of $2,999, $3,954 and $2,960)
|
2,520
|
|
|
4,351
|
|
|
2,631
|
|
|||
Goodwill
|
269
|
|
|
269
|
|
|
269
|
|
|||
Trade names and other intangible assets
|
1,907
|
|
|
2,094
|
|
|
1,909
|
|
|||
Other assets
|
359
|
|
|
492
|
|
|
483
|
|
|||
TOTAL ASSETS
|
$
|
11,175
|
|
|
$
|
13,269
|
|
|
$
|
11,337
|
|
LIABILITIES
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
||||||
Short-term borrowings
(2)
|
$
|
380
|
|
|
$
|
714
|
|
|
$
|
797
|
|
Current portion of long-term debt and capitalized lease obligations
|
66
|
|
|
73
|
|
|
71
|
|
|||
Merchandise payables
|
1,337
|
|
|
1,685
|
|
|
1,574
|
|
|||
Other current liabilities
(3)
|
1,737
|
|
|
1,912
|
|
|
1,925
|
|
|||
Unearned revenues
|
773
|
|
|
804
|
|
|
787
|
|
|||
Other taxes
|
301
|
|
|
371
|
|
|
284
|
|
|||
Total current liabilities
|
4,594
|
|
|
5,559
|
|
|
5,438
|
|
|||
Long-term debt and capitalized lease obligations
(4)
|
3,312
|
|
|
3,080
|
|
|
2,108
|
|
|||
Pension and postretirement benefits
|
2,137
|
|
|
2,329
|
|
|
2,206
|
|
|||
Deferred gain on sale-leaseback
|
718
|
|
|
—
|
|
|
753
|
|
|||
Sale-leaseback financing obligation
|
164
|
|
|
426
|
|
|
164
|
|
|||
Other long-term liabilities
|
1,718
|
|
|
1,859
|
|
|
1,731
|
|
|||
Long-term deferred tax liabilities
|
892
|
|
|
1,198
|
|
|
893
|
|
|||
Total Liabilities
|
13,535
|
|
|
14,451
|
|
|
13,293
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|||
EQUITY (DEFICIT)
|
|
|
|
|
|
||||||
Total Equity (Deficit)
|
(2,360
|
)
|
|
(1,182
|
)
|
|
(1,956
|
)
|
|||
TOTAL LIABILITIES AND EQUITY (DEFICIT)
|
$
|
11,175
|
|
|
$
|
13,269
|
|
|
$
|
11,337
|
|
(1)
|
Includes
$103 million
,
$101 million
and
$51 million
at
April 30, 2016
,
May 2, 2015
and
January 30, 2016
, respectively, of net amounts receivable from SHO, and a net amount receivable from Lands' End of
$3 million
at
May 2, 2015
. Also, includes
$19 million
of net amounts receivable from Seritage at
April 30, 2016
.
|
(4)
|
Includes balances held by related parties of
$1.0 billion
,
$920 million
and
$603 million
at
April 30, 2016
,
May 2, 2015
and
January 30, 2016
, respectively, related to our Senior Secured Notes, Subsidiary Notes, Senior Unsecured Notes, 2016 Term Loan and Secured Loan Facility. See Note 11 for further information.
|
|
13 Weeks Ended
|
||||||
millions
|
April 30,
2016 |
|
May 2,
2015 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net loss
|
$
|
(471
|
)
|
|
$
|
(303
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
95
|
|
|
122
|
|
||
Impairment charges
|
8
|
|
|
—
|
|
||
Gain on sales of assets
|
(61
|
)
|
|
(107
|
)
|
||
Pension and postretirement plan contributions
|
(76
|
)
|
|
(67
|
)
|
||
Mark-to-market adjustments of financial instruments
|
1
|
|
|
19
|
|
||
Amortization of deferred gain on sale-leaseback
|
(22
|
)
|
|
—
|
|
||
Change in operating assets and liabilities (net of acquisitions and dispositions):
|
|
|
|
||||
Deferred income taxes
|
(1
|
)
|
|
3
|
|
||
Merchandise inventories
|
144
|
|
|
(111
|
)
|
||
Merchandise payables
|
(237
|
)
|
|
64
|
|
||
Income and other taxes
|
24
|
|
|
(11
|
)
|
||
Other operating assets
|
(6
|
)
|
|
(50
|
)
|
||
Other operating liabilities
|
(120
|
)
|
|
(94
|
)
|
||
Net cash used in operating activities
|
(722
|
)
|
|
(535
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Proceeds from sales of property and investments
|
38
|
|
|
108
|
|
||
Purchases of property and equipment
|
(40
|
)
|
|
(44
|
)
|
||
Net cash (used in) provided by investing activities
|
(2
|
)
|
|
64
|
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from debt issuances
(1)
|
1,228
|
|
|
—
|
|
||
Repayments of debt
(2)
|
(18
|
)
|
|
(218
|
)
|
||
Increase (decrease) in short-term borrowings, primarily 90 days or less
|
(417
|
)
|
|
299
|
|
||
Proceeds from sale-leaseback financing
|
—
|
|
|
426
|
|
||
Debt issuance costs
|
(21
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
772
|
|
|
507
|
|
||
|
|
|
|
||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
48
|
|
|
36
|
|
||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
238
|
|
|
250
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
286
|
|
|
$
|
286
|
|
|
|
|
|
||||
Supplemental Cash Flow Data:
|
|
|
|
||||
Income taxes paid, net of refunds
|
$
|
9
|
|
|
$
|
18
|
|
Cash interest paid
|
58
|
|
|
80
|
|
||
Unpaid liability to acquire equipment and software
|
11
|
|
|
15
|
|
|
Equity (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 31, 2015
|
107
|
|
$
|
1
|
|
$
|
(5,949
|
)
|
$
|
9,189
|
|
$
|
(2,162
|
)
|
$
|
(2,030
|
)
|
$
|
6
|
|
$
|
(945
|
)
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(303
|
)
|
—
|
|
—
|
|
(303
|
)
|
|||||||
Pension and postretirement adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
65
|
|
—
|
|
65
|
|
|||||||
Total Comprehensive Loss
|
|
|
|
|
|
|
|
(238
|
)
|
||||||||||||||
Stock awards
|
—
|
|
—
|
|
4
|
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Associate stock purchase
|
—
|
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||||
Balance at May 2, 2015
|
107
|
|
$
|
1
|
|
$
|
(5,944
|
)
|
$
|
9,185
|
|
$
|
(2,465
|
)
|
$
|
(1,965
|
)
|
$
|
6
|
|
$
|
(1,182
|
)
|
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
|
)
|
millions
|
April 30,
2016 |
|
May 2,
2015 |
|
January 30,
2016 |
||||||
Short-term borrowings:
|
|
|
|
|
|
||||||
Unsecured commercial paper
|
$
|
136
|
|
|
$
|
104
|
|
|
$
|
—
|
|
Secured short-term loan
|
—
|
|
|
200
|
|
|
—
|
|
|||
Secured borrowings
|
244
|
|
|
410
|
|
|
797
|
|
|||
Long-term debt, including current portion:
|
|
|
|
|
|
||||||
Notes and debentures outstanding
|
3,198
|
|
|
2,898
|
|
|
1,984
|
|
|||
Capitalized lease obligations
|
180
|
|
|
255
|
|
|
195
|
|
|||
Total borrowings
|
$
|
3,758
|
|
|
$
|
3,867
|
|
|
$
|
2,976
|
|
millions
|
Markdowns
(1)
|
|
Severance Costs
(2)
|
|
Lease Termination Costs
(2)
|
|
Other Charges
(2)
|
|
Impairment and Accelerated Depreciation
(3)
|
|
Total Store Closing Costs
|
||||||||||||
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Kmart
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
28
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
36
|
|
Sears Domestic
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Total for the 13-week period ended May 2, 2015
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
28
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
39
|
|
(1)
|
Recorded within cost of sales, buying and occupancy on the Condensed Consolidated Statements of Operations.
|
(2)
|
Recorded within selling and administrative on 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 period ended
April 30, 2016
are recorded within depreciation and amortization on the Condensed Consolidated Statement of Operations.
|
millions
|
Severance Costs
|
|
Lease Termination Costs
|
|
Other Charges
|
|
Total
|
||||||||
Balance at May 2, 2015
|
$
|
34
|
|
|
$
|
168
|
|
|
$
|
7
|
|
|
$
|
209
|
|
Store closing costs
|
34
|
|
|
(20
|
)
|
|
9
|
|
|
23
|
|
||||
Payments/utilizations
|
(10
|
)
|
|
(34
|
)
|
|
(8
|
)
|
|
(52
|
)
|
||||
Balance at January 30, 2016
|
58
|
|
|
114
|
|
|
8
|
|
|
180
|
|
||||
Store closing costs
|
6
|
|
|
10
|
|
|
14
|
|
|
30
|
|
||||
Payments/utilizations
|
(12
|
)
|
|
(10
|
)
|
|
(5
|
)
|
|
(27
|
)
|
||||
Balance at April 30, 2016
|
$
|
52
|
|
|
$
|
114
|
|
|
$
|
17
|
|
|
$
|
183
|
|
|
13 Weeks Ended April 30, 2016
|
||||||||||
millions
|
Kmart
|
|
Sears Domestic
|
|
Sears Holdings
|
||||||
Straight-line rent expense
|
$
|
9
|
|
|
$
|
37
|
|
|
$
|
46
|
|
Amortization of deferred gain on sale-leaseback
|
(4
|
)
|
|
(18
|
)
|
|
(22
|
)
|
|||
Rent expense
|
$
|
5
|
|
|
$
|
19
|
|
|
$
|
24
|
|
|
|
13 Weeks Ended
|
||||||
millions, except earnings per share
|
|
April 30,
2016 |
|
May 2,
2015 |
||||
Basic weighted average shares
|
|
106.8
|
|
|
106.5
|
|
||
Diluted weighted average shares
|
|
106.8
|
|
|
106.5
|
|
||
|
|
|
|
|
||||
Net loss attributable to Holdings' shareholders
|
|
$
|
(471
|
)
|
|
$
|
(303
|
)
|
|
|
|
|
|
||||
Loss per share attributable to Holdings' shareholders:
|
|
|
|
|
|
|
||
Basic
|
|
$
|
(4.41
|
)
|
|
$
|
(2.85
|
)
|
Diluted
|
|
$
|
(4.41
|
)
|
|
$
|
(2.85
|
)
|
millions
|
April 30,
2016 |
|
May 2,
2015 |
|
January 30,
2016 |
||||||
Pension and postretirement adjustments (net of tax of $(296) for all periods presented)
|
$
|
(1,851
|
)
|
|
$
|
(1,963
|
)
|
|
$
|
(1,915
|
)
|
Currency translation adjustments (net of tax of $0 for all periods presented)
|
(3
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Accumulated other comprehensive loss
|
$
|
(1,854
|
)
|
|
$
|
(1,965
|
)
|
|
$
|
(1,918
|
)
|
|
13 Weeks Ended April 30, 2016
|
|
13 Weeks Ended May 2, 2015
|
||||||||||||||||||||
millions
|
Before
Tax Amount |
|
Tax
Expense |
|
Net of
Tax Amount |
|
Before
Tax Amount |
|
Tax Expense
|
|
Net of
Tax Amount |
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pension and postretirement adjustments
(1)
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
64
|
|
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
65
|
|
Total other comprehensive income
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
64
|
|
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
65
|
|
(1)
|
Included in the computation of net periodic benefit expense. See Note 5 to the Condensed Consolidated Financial Statements.
|
|
13 Weeks Ended
|
||||||
millions
|
April 30,
2016 |
|
May 2,
2015 |
||||
Components of net periodic expense:
|
|
|
|
||||
Interest cost
|
$
|
58
|
|
|
$
|
54
|
|
Expected return on plan assets
|
(50
|
)
|
|
(62
|
)
|
||
Amortization of experience losses
|
64
|
|
|
65
|
|
||
Net periodic expense
|
$
|
72
|
|
|
$
|
57
|
|
(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 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
|
|
|
13 Weeks Ended May 2, 2015
|
||||||||||
millions
|
Kmart
|
|
Sears Domestic
|
|
Sears Holdings
|
||||||
Merchandise sales and services
|
|
|
|
|
|
||||||
Hardlines
|
$
|
636
|
|
|
$
|
1,832
|
|
|
$
|
2,468
|
|
Apparel and Soft Home
|
776
|
|
|
651
|
|
|
1,427
|
|
|||
Food and Drug
|
923
|
|
|
2
|
|
|
925
|
|
|||
Service
|
3
|
|
|
522
|
|
|
525
|
|
|||
Other
|
18
|
|
|
519
|
|
|
537
|
|
|||
Total merchandise sales and services
|
2,356
|
|
|
3,526
|
|
|
5,882
|
|
|||
Costs and expenses
|
|
|
|
|
|
||||||
Cost of sales, buying and occupancy
|
1,838
|
|
|
2,526
|
|
|
4,364
|
|
|||
Selling and administrative
|
623
|
|
|
1,058
|
|
|
1,681
|
|
|||
Depreciation and amortization
|
20
|
|
|
102
|
|
|
122
|
|
|||
Gain on sales of assets
|
(18
|
)
|
|
(89
|
)
|
|
(107
|
)
|
|||
Total costs and expenses
|
2,463
|
|
|
3,597
|
|
|
6,060
|
|
|||
Operating loss
|
$
|
(107
|
)
|
|
$
|
(71
|
)
|
|
$
|
(178
|
)
|
Total assets
|
$
|
3,151
|
|
|
$
|
10,118
|
|
|
$
|
13,269
|
|
Capital expenditures
|
$
|
5
|
|
|
$
|
39
|
|
|
$
|
44
|
|
millions
|
April 30,
2016 |
|
May 2,
2015 |
|
January 30,
2016 |
||||||
Unearned revenues
|
$
|
678
|
|
|
$
|
720
|
|
|
$
|
694
|
|
Self-insurance reserves
|
571
|
|
|
611
|
|
|
567
|
|
|||
Other
|
469
|
|
|
528
|
|
|
470
|
|
|||
Total
|
$
|
1,718
|
|
|
$
|
1,859
|
|
|
$
|
1,731
|
|
•
|
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, information technology and real estate.
|
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
|
$
|
—
|
|
|
$
|
253
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
286
|
|
Intercompany receivables
|
—
|
|
|
—
|
|
|
26,855
|
|
|
(26,855
|
)
|
|
—
|
|
|||||
Accounts receivable
|
—
|
|
|
443
|
|
|
31
|
|
|
—
|
|
|
474
|
|
|||||
Merchandise inventories
|
—
|
|
|
5,054
|
|
|
—
|
|
|
—
|
|
|
5,054
|
|
|||||
Prepaid expenses and other current assets
|
38
|
|
|
789
|
|
|
265
|
|
|
(843
|
)
|
|
249
|
|
|||||
Total current assets
|
38
|
|
|
6,539
|
|
|
27,184
|
|
|
(27,698
|
)
|
|
6,063
|
|
|||||
Total property and equipment, net
|
—
|
|
|
3,436
|
|
|
915
|
|
|
—
|
|
|
4,351
|
|
|||||
Goodwill and intangible assets
|
—
|
|
|
274
|
|
|
2,089
|
|
|
—
|
|
|
2,363
|
|
|||||
Other assets
|
—
|
|
|
241
|
|
|
2,352
|
|
|
(2,101
|
)
|
|
492
|
|
|||||
Investment in subsidiaries
|
11,516
|
|
|
25,459
|
|
|
—
|
|
|
(36,975
|
)
|
|
—
|
|
|||||
TOTAL ASSETS
|
$
|
11,554
|
|
|
$
|
35,949
|
|
|
$
|
32,540
|
|
|
$
|
(66,774
|
)
|
|
$
|
13,269
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
—
|
|
|
$
|
714
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
714
|
|
Current portion of long-term debt and capitalized lease obligations
|
—
|
|
|
71
|
|
|
2
|
|
|
—
|
|
|
73
|
|
|||||
Merchandise payables
|
—
|
|
|
1,685
|
|
|
—
|
|
|
—
|
|
|
1,685
|
|
|||||
Intercompany payables
|
11,174
|
|
|
15,681
|
|
|
—
|
|
|
(26,855
|
)
|
|
—
|
|
|||||
Other current liabilities
|
26
|
|
|
2,230
|
|
|
1,673
|
|
|
(842
|
)
|
|
3,087
|
|
|||||
Total current liabilities
|
11,200
|
|
|
20,381
|
|
|
1,675
|
|
|
(27,697
|
)
|
|
5,559
|
|
|||||
Long-term debt and capitalized lease obligations
|
1,586
|
|
|
3,357
|
|
|
39
|
|
|
(1,902
|
)
|
|
3,080
|
|
|||||
Pension and postretirement benefits
|
—
|
|
|
2,325
|
|
|
4
|
|
|
—
|
|
|
2,329
|
|
|||||
Sale-leaseback financing obligation
|
—
|
|
|
426
|
|
|
—
|
|
|
—
|
|
|
426
|
|
|||||
Long-term deferred tax liabilities
|
59
|
|
|
241
|
|
|
961
|
|
|
(63
|
)
|
|
1,198
|
|
|||||
Other long-term liabilities
|
—
|
|
|
901
|
|
|
1,197
|
|
|
(239
|
)
|
|
1,859
|
|
|||||
Total Liabilities
|
12,845
|
|
|
27,631
|
|
|
3,876
|
|
|
(29,901
|
)
|
|
14,451
|
|
|||||
EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholder's equity (deficit)
|
(1,291
|
)
|
|
8,318
|
|
|
28,664
|
|
|
(36,879
|
)
|
|
(1,188
|
)
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|||||
Total Equity (Deficit)
|
(1,291
|
)
|
|
8,318
|
|
|
28,664
|
|
|
(36,873
|
)
|
|
(1,182
|
)
|
|||||
TOTAL LIABILITIES AND EQUITY (DEFICIT)
|
$
|
11,554
|
|
|
$
|
35,949
|
|
|
$
|
32,540
|
|
|
$
|
(66,774
|
)
|
|
$
|
13,269
|
|
millions
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
238
|
|
Intercompany receivables
|
—
|
|
|
—
|
|
|
26,935
|
|
|
(26,935
|
)
|
|
—
|
|
|||||
Accounts receivable
|
7
|
|
|
383
|
|
|
29
|
|
|
—
|
|
|
419
|
|
|||||
Merchandise inventories
|
—
|
|
|
5,172
|
|
|
—
|
|
|
—
|
|
|
5,172
|
|
|||||
Prepaid expenses and other current assets
|
114
|
|
|
453
|
|
|
257
|
|
|
(608
|
)
|
|
216
|
|
|||||
Total current assets
|
121
|
|
|
6,208
|
|
|
27,259
|
|
|
(27,543
|
)
|
|
6,045
|
|
|||||
Total property and equipment, net
|
—
|
|
|
1,829
|
|
|
802
|
|
|
—
|
|
|
2,631
|
|
|||||
Goodwill and intangible assets
|
—
|
|
|
269
|
|
|
1,909
|
|
|
—
|
|
|
2,178
|
|
|||||
Other assets
|
—
|
|
|
265
|
|
|
1,910
|
|
|
(1,692
|
)
|
|
483
|
|
|||||
Investment in subsidiaries
|
10,419
|
|
|
26,616
|
|
|
—
|
|
|
(37,035
|
)
|
|
—
|
|
|||||
TOTAL ASSETS
|
$
|
10,540
|
|
|
$
|
35,187
|
|
|
$
|
31,880
|
|
|
$
|
(66,270
|
)
|
|
$
|
11,337
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
$
|
—
|
|
|
$
|
797
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
797
|
|
Current portion of long-term debt and capitalized lease obligations
|
—
|
|
|
70
|
|
|
1
|
|
|
—
|
|
|
71
|
|
|||||
Merchandise payables
|
—
|
|
|
1,574
|
|
|
—
|
|
|
—
|
|
|
1,574
|
|
|||||
Intercompany payables
|
11,892
|
|
|
15,043
|
|
|
—
|
|
|
(26,935
|
)
|
|
—
|
|
|||||
Other current liabilities
|
20
|
|
|
2,273
|
|
|
1,311
|
|
|
(608
|
)
|
|
2,996
|
|
|||||
Total current liabilities
|
11,912
|
|
|
19,757
|
|
|
1,312
|
|
|
(27,543
|
)
|
|
5,438
|
|
|||||
Long-term debt and capitalized lease obligations
|
685
|
|
|
2,998
|
|
|
1
|
|
|
(1,576
|
)
|
|
2,108
|
|
|||||
Pension and postretirement benefits
|
—
|
|
|
2,201
|
|
|
5
|
|
|
—
|
|
|
2,206
|
|
|||||
Deferred gain on sale-leaseback
|
—
|
|
|
753
|
|
|
—
|
|
|
—
|
|
|
753
|
|
|||||
Sale-leaseback financing obligation
|
—
|
|
|
164
|
|
|
—
|
|
|
—
|
|
|
164
|
|
|||||
Long-term deferred tax liabilities
|
58
|
|
|
—
|
|
|
873
|
|
|
(38
|
)
|
|
893
|
|
|||||
Other long-term liabilities
|
—
|
|
|
832
|
|
|
1,128
|
|
|
(229
|
)
|
|
1,731
|
|
|||||
Total Liabilities
|
12,655
|
|
|
26,705
|
|
|
3,319
|
|
|
(29,386
|
)
|
|
13,293
|
|
|||||
EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholder's equity (deficit)
|
(2,115
|
)
|
|
8,482
|
|
|
28,561
|
|
|
(36,891
|
)
|
|
(1,963
|
)
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|||||
Total Equity (Deficit)
|
(2,115
|
)
|
|
8,482
|
|
|
28,561
|
|
|
(36,884
|
)
|
|
(1,956
|
)
|
|||||
TOTAL LIABILITIES AND EQUITY (DEFICIT)
|
$
|
10,540
|
|
|
$
|
35,187
|
|
|
$
|
31,880
|
|
|
$
|
(66,270
|
)
|
|
$
|
11,337
|
|
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
|
||||||||||
Merchandise sales and services
|
|
$
|
—
|
|
|
$
|
5,917
|
|
|
$
|
742
|
|
|
$
|
(777
|
)
|
|
$
|
5,882
|
|
Cost of sales, buying and occupancy
|
|
—
|
|
|
4,487
|
|
|
267
|
|
|
(390
|
)
|
|
4,364
|
|
|||||
Selling and administrative
|
|
—
|
|
|
1,794
|
|
|
274
|
|
|
(387
|
)
|
|
1,681
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
103
|
|
|
19
|
|
|
—
|
|
|
122
|
|
|||||
Gain on sales of assets
|
|
—
|
|
|
(106
|
)
|
|
(1
|
)
|
|
—
|
|
|
(107
|
)
|
|||||
Total costs and expenses
|
|
—
|
|
|
6,278
|
|
|
559
|
|
|
(777
|
)
|
|
6,060
|
|
|||||
Operating income (loss)
|
|
—
|
|
|
(361
|
)
|
|
183
|
|
|
—
|
|
|
(178
|
)
|
|||||
Interest expense
|
|
(72
|
)
|
|
(121
|
)
|
|
(21
|
)
|
|
124
|
|
|
(90
|
)
|
|||||
Interest and investment income (loss)
|
|
—
|
|
|
9
|
|
|
97
|
|
|
(124
|
)
|
|
(18
|
)
|
|||||
Other income
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Income (loss) before income taxes
|
|
(72
|
)
|
|
(473
|
)
|
|
260
|
|
|
—
|
|
|
(285
|
)
|
|||||
Income tax (expense) benefit
|
|
—
|
|
|
33
|
|
|
(51
|
)
|
|
—
|
|
|
(18
|
)
|
|||||
Equity (deficit) in earnings in subsidiaries
|
|
(231
|
)
|
|
96
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|||||
NET INCOME (LOSS) ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS
|
|
$
|
(303
|
)
|
|
$
|
(344
|
)
|
|
$
|
209
|
|
|
$
|
135
|
|
|
$
|
(303
|
)
|
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 income (loss)
|
|
$
|
(303
|
)
|
|
$
|
(344
|
)
|
|
$
|
209
|
|
|
$
|
135
|
|
|
$
|
(303
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pension and postretirement adjustments, net of tax
|
|
—
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|||||
Unrealized net gain, net of tax
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
19
|
|
|
—
|
|
|||||
Total other comprehensive income (loss)
|
|
—
|
|
|
65
|
|
|
(19
|
)
|
|
19
|
|
|
65
|
|
|||||
Comprehensive income (loss) attributable to Holdings' shareholders
|
|
$
|
(303
|
)
|
|
$
|
(279
|
)
|
|
$
|
190
|
|
|
$
|
154
|
|
|
$
|
(238
|
)
|
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 AND CASH EQUIVALENTS
|
—
|
|
|
38
|
|
|
10
|
|
|
—
|
|
|
48
|
|
|||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
—
|
|
|
200
|
|
|
38
|
|
|
—
|
|
|
238
|
|
|||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
—
|
|
|
$
|
238
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
286
|
|
millions
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-
Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
(762
|
)
|
|
$
|
227
|
|
|
$
|
—
|
|
|
$
|
(535
|
)
|
Proceeds from sales of property and investments
|
—
|
|
|
108
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|||||
Purchases of property and equipment
|
—
|
|
|
(42
|
)
|
|
(2
|
)
|
|
—
|
|
|
(44
|
)
|
|||||
Net investing with Affiliates
|
—
|
|
|
—
|
|
|
(222
|
)
|
|
222
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
—
|
|
|
66
|
|
|
(224
|
)
|
|
222
|
|
|
64
|
|
|||||
Repayments of long-term debt
|
—
|
|
|
(217
|
)
|
|
(1
|
)
|
|
—
|
|
|
(218
|
)
|
|||||
Increase in short-term borrowings, primarily 90 days or less
|
—
|
|
|
299
|
|
|
—
|
|
|
—
|
|
|
299
|
|
|||||
Proceeds from sale-leaseback financing
|
—
|
|
|
426
|
|
|
—
|
|
|
—
|
|
|
426
|
|
|||||
Net borrowing with Affiliates
|
—
|
|
|
222
|
|
|
—
|
|
|
(222
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
—
|
|
|
730
|
|
|
(1
|
)
|
|
(222
|
)
|
|
507
|
|
|||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
—
|
|
|
34
|
|
|
2
|
|
|
—
|
|
|
36
|
|
|||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
—
|
|
|
219
|
|
|
31
|
|
|
—
|
|
|
250
|
|
|||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
—
|
|
|
$
|
253
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
286
|
|
|
13 Weeks Ended
|
||||||
millions, except per share data
|
April 30,
2016 |
|
May 2,
2015 |
||||
REVENUES
|
|
|
|
||||
Merchandise sales and services
|
$
|
5,394
|
|
|
$
|
5,882
|
|
COSTS AND EXPENSES
|
|
|
|
||||
Cost of sales, buying and occupancy
|
4,217
|
|
|
4,364
|
|
||
Gross margin dollars
|
1,177
|
|
|
1,518
|
|
||
Gross margin rate
|
21.8
|
%
|
|
25.8
|
%
|
||
Selling and administrative
|
1,503
|
|
|
1,681
|
|
||
Selling and administrative expense as a percentage of total revenues
|
27.9
|
%
|
|
28.6
|
%
|
||
Depreciation and amortization
|
95
|
|
|
122
|
|
||
Impairment charges
|
8
|
|
|
—
|
|
||
Gain on sales of assets
|
(61
|
)
|
|
(107
|
)
|
||
Total costs and expenses
|
5,762
|
|
|
6,060
|
|
||
Operating loss
|
(368
|
)
|
|
(178
|
)
|
||
Interest expense
|
(85
|
)
|
|
(90
|
)
|
||
Interest and investment loss
|
(4
|
)
|
|
(18
|
)
|
||
Other income
|
1
|
|
|
1
|
|
||
Loss before income taxes
|
(456
|
)
|
|
(285
|
)
|
||
Income tax expense
|
(15
|
)
|
|
(18
|
)
|
||
NET LOSS ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS
|
$
|
(471
|
)
|
|
$
|
(303
|
)
|
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS
|
|
|
|
||||
Basic loss per share
|
$
|
(4.41
|
)
|
|
$
|
(2.85
|
)
|
Diluted loss per share
|
$
|
(4.41
|
)
|
|
$
|
(2.85
|
)
|
Basic weighted average common shares outstanding
|
106.8
|
|
|
106.5
|
|
||
Diluted weighted average common shares outstanding
|
106.8
|
|
|
106.5
|
|
|
13 Weeks Ended
|
||||||
millions
|
April 30,
2016 |
|
May 2,
2015 |
||||
Net loss attributable to Holdings per statement of operations
|
$
|
(471
|
)
|
|
$
|
(303
|
)
|
Income tax expense
|
15
|
|
|
18
|
|
||
Interest expense
|
85
|
|
|
90
|
|
||
Interest and investment loss
|
4
|
|
|
18
|
|
||
Other income
|
(1
|
)
|
|
(1
|
)
|
||
Operating loss
|
(368
|
)
|
|
(178
|
)
|
||
Depreciation and amortization
|
95
|
|
|
122
|
|
||
Gain on sales of assets
|
(61
|
)
|
|
(107
|
)
|
||
Before excluded items
|
(334
|
)
|
|
(163
|
)
|
||
|
|
|
|
||||
Closed store reserve and severance
|
87
|
|
|
39
|
|
||
Pension expense
|
72
|
|
|
57
|
|
||
Other
(1)
|
8
|
|
|
(74
|
)
|
||
Amortization of deferred Seritage gain
|
(22
|
)
|
|
—
|
|
||
Impairment charges
|
8
|
|
|
—
|
|
||
Adjusted EBITDA
|
$
|
(181
|
)
|
|
$
|
(141
|
)
|
|
|
|
|
||||
Seritage/JV rent
|
54
|
|
|
—
|
|
||
Adjusted EBITDA excluding Seritage/JV rent
|
$
|
(127
|
)
|
|
$
|
(141
|
)
|
|
13 Weeks Ended
|
||||||||||||||||||
|
April 30, 2016
|
|
May 2, 2015
|
||||||||||||||||
millions
|
Kmart
|
Sears Domestic
|
Sears Holdings
|
|
Kmart
|
Sears Domestic
|
Sears Holdings
|
||||||||||||
Operating loss per statement of operations
|
$
|
(116
|
)
|
$
|
(252
|
)
|
$
|
(368
|
)
|
|
$
|
(107
|
)
|
$
|
(71
|
)
|
$
|
(178
|
)
|
Depreciation and amortization
|
19
|
|
76
|
|
95
|
|
|
20
|
|
102
|
|
122
|
|
||||||
Gain on sales of assets
|
(46
|
)
|
(15
|
)
|
(61
|
)
|
|
(18
|
)
|
(89
|
)
|
(107
|
)
|
||||||
Before excluded items
|
(143
|
)
|
(191
|
)
|
(334
|
)
|
|
(105
|
)
|
(58
|
)
|
(163
|
)
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Closed store reserve and severance
|
73
|
|
14
|
|
87
|
|
|
36
|
|
3
|
|
39
|
|
||||||
Pension expense
|
—
|
|
72
|
|
72
|
|
|
—
|
|
57
|
|
57
|
|
||||||
Other
(1)
|
8
|
|
—
|
|
8
|
|
|
8
|
|
(82
|
)
|
(74
|
)
|
||||||
Amortization of deferred Seritage gain
|
(4
|
)
|
(18
|
)
|
(22
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Impairment charges
|
3
|
|
5
|
|
8
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Adjusted EBITDA
|
$
|
(63
|
)
|
$
|
(118
|
)
|
$
|
(181
|
)
|
|
$
|
(61
|
)
|
$
|
(80
|
)
|
$
|
(141
|
)
|
% to revenues
|
(2.9
|
)%
|
(3.6
|
)%
|
(3.4
|
)%
|
|
(2.6
|
)%
|
(2.3
|
)%
|
(2.4
|
)%
|
|
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 and noncontrolling interests 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
|
)
|
|
13 Weeks Ended May 2, 2015
|
|||||||||||||||||||||||
.
|
|
Adjustments
|
|
|||||||||||||||||||||
millions, except per share data
|
GAAP
|
Pension
Expense |
Closed Store Reserve and Severance
|
Gain on Sales of Assets
|
Mark-to-Market Adjustments
|
Other
(1)
|
Tax Matters
|
As Adjusted
(2)
|
||||||||||||||||
Gross margin impact
|
$
|
1,518
|
|
$
|
—
|
|
$
|
6
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(93
|
)
|
$
|
—
|
|
$
|
1,431
|
|
Selling and administrative impact
|
1,681
|
|
(57
|
)
|
(33
|
)
|
—
|
|
—
|
|
(19
|
)
|
—
|
|
1,572
|
|
||||||||
Gain on sales of assets impact
|
(107
|
)
|
—
|
|
—
|
|
96
|
|
—
|
|
—
|
|
—
|
|
(11
|
)
|
||||||||
Operating loss impact
|
(178
|
)
|
57
|
|
39
|
|
(96
|
)
|
—
|
|
(74
|
)
|
—
|
|
(252
|
)
|
||||||||
Interest and investment loss impact
|
(18
|
)
|
—
|
|
—
|
|
—
|
|
19
|
|
—
|
|
—
|
|
1
|
|
||||||||
Income tax expense impact
|
(18
|
)
|
(21
|
)
|
(15
|
)
|
36
|
|
(7
|
)
|
28
|
|
124
|
|
127
|
|
||||||||
After tax and noncontrolling interests impact
|
(303
|
)
|
36
|
|
24
|
|
(60
|
)
|
12
|
|
(46
|
)
|
124
|
|
(213
|
)
|
||||||||
Diluted loss per share impact
|
$
|
(2.85
|
)
|
$
|
0.34
|
|
$
|
0.23
|
|
$
|
(0.56
|
)
|
$
|
0.11
|
|
$
|
(0.43
|
)
|
$
|
1.16
|
|
$
|
(2.00
|
)
|
•
|
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 $229 million in 2015, $89 million in 2014 and $162 million in 2013. 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 30,
2016 |
|
May 2,
2015 |
||||
Components of net periodic expense:
|
|
|
|
||||
Interest cost
|
$
|
57
|
|
|
$
|
52
|
|
Expected return on plan assets
|
(50
|
)
|
|
(62
|
)
|
||
Recognized net loss and other
|
65
|
|
|
67
|
|
||
Net periodic expense
|
$
|
72
|
|
|
$
|
57
|
|
•
|
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. 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 on 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 on the Condensed Consolidated Statement 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 one-time credits from vendors, transaction costs associated with strategic initiatives, expenses associated with legal matters and other expenses.
|
•
|
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.
|
•
|
Seritage/JV rent – Reflects the impact of the additional rent expense and assigned sub-tenant income as a result of the Seritage and joint venture transactions. The terms of our leases with Seritage and the joint venture partners provide us with the ability to accelerate the transformation of our physical stores. We expect that our cash rent obligation will decrease significantly as space in these stores is recaptured.
|
|
13 Weeks Ended
|
||||||
millions, except number of stores
|
April 30,
2016 |
|
May 2,
2015 |
||||
Merchandise sales and services
|
$
|
2,139
|
|
|
$
|
2,356
|
|
|
|
|
|
||||
Cost of sales, buying and occupancy
|
1,735
|
|
|
1,838
|
|
||
Gross margin dollars
|
404
|
|
|
518
|
|
||
Gross margin rate
|
18.9
|
%
|
|
22.0
|
%
|
||
|
|
|
|
||||
Selling and administrative
|
544
|
|
|
623
|
|
||
Selling and administrative expense as a percentage of total revenues
|
25.4
|
%
|
|
26.4
|
%
|
||
Depreciation and amortization
|
19
|
|
|
20
|
|
||
Impairment charges
|
3
|
|
|
—
|
|
||
Gain on sales of assets
|
(46
|
)
|
|
(18
|
)
|
||
Total costs and expenses
|
2,255
|
|
|
2,463
|
|
||
Operating loss
|
$
|
(116
|
)
|
|
$
|
(107
|
)
|
Adjusted EBITDA
|
$
|
(63
|
)
|
|
$
|
(61
|
)
|
Number of stores
|
896
|
|
|
973
|
|
|
13 Weeks Ended
|
||||||
millions, except number of stores
|
April 30,
2016 |
|
May 2,
2015 |
||||
Merchandise sales and services
|
$
|
3,255
|
|
|
$
|
3,526
|
|
|
|
|
|
||||
Cost of sales, buying and occupancy
|
2,482
|
|
|
2,526
|
|
||
Gross margin dollars
|
773
|
|
|
1,000
|
|
||
Gross margin rate
|
23.7
|
%
|
|
28.4
|
%
|
||
|
|
|
|
||||
Selling and administrative
|
959
|
|
|
1,058
|
|
||
Selling and administrative expense as a percentage of total revenues
|
29.5
|
%
|
|
30.0
|
%
|
||
Depreciation and amortization
|
76
|
|
|
102
|
|
||
Impairment charges
|
5
|
|
|
—
|
|
||
Gain on sales of assets
|
(15
|
)
|
|
(89
|
)
|
||
Total costs and expenses
|
3,507
|
|
|
3,597
|
|
||
Operating loss
|
$
|
(252
|
)
|
|
$
|
(71
|
)
|
Adjusted EBITDA
|
$
|
(118
|
)
|
|
$
|
(80
|
)
|
Number of:
|
|
|
|
||||
Full-line stores
|
700
|
|
|
715
|
|
||
Specialty stores
|
26
|
|
|
28
|
|
||
Total Sears Domestic Stores
|
726
|
|
|
743
|
|
millions
|
April 30,
2016 |
|
May 2,
2015 |
|
January 30,
2016 |
||||||
Cash and equivalents
|
$
|
167
|
|
|
$
|
164
|
|
|
$
|
141
|
|
Cash posted as collateral
|
3
|
|
|
2
|
|
|
2
|
|
|||
Credit card deposits in transit
|
116
|
|
|
120
|
|
|
95
|
|
|||
Total cash balances
|
$
|
286
|
|
|
$
|
286
|
|
|
$
|
238
|
|
millions
|
April 30,
2016 |
|
May 2,
2015 |
|
January 30,
2016 |
||||||
Short-term borrowings:
|
|
|
|
|
|
||||||
Unsecured commercial paper
|
$
|
136
|
|
|
$
|
104
|
|
|
$
|
—
|
|
Secured short-term loan
|
—
|
|
|
200
|
|
|
—
|
|
|||
Secured borrowings
|
244
|
|
|
410
|
|
|
797
|
|
|||
Long-term debt, including current portion:
|
|
|
|
|
|
||||||
Notes and debentures outstanding
|
3,198
|
|
|
2,898
|
|
|
1,984
|
|
|||
Capitalized lease obligations
|
180
|
|
|
255
|
|
|
195
|
|
|||
Total borrowings
|
$
|
3,758
|
|
|
$
|
3,867
|
|
|
$
|
2,976
|
|
|
13 Weeks Ended
|
||||||
millions
|
April 30,
2016 |
|
May 2,
2015 |
||||
Secured borrowings:
|
|
|
|
||||
Maximum daily amount outstanding during the period
|
$
|
1,150
|
|
|
$
|
782
|
|
Average amount outstanding during the period
|
815
|
|
|
539
|
|
||
Amount outstanding at period-end
|
244
|
|
|
410
|
|
||
Weighted average interest rate
|
4.3
|
%
|
|
3.0
|
%
|
||
|
|
|
|
||||
Unsecured commercial paper:
|
|
|
|
||||
Maximum daily amount outstanding during the period
|
$
|
184
|
|
|
$
|
104
|
|
Average amount outstanding during the period
|
67
|
|
|
5
|
|
||
Amount outstanding at period-end
|
136
|
|
|
104
|
|
||
Weighted average interest rate
|
7.8
|
%
|
|
5.3
|
%
|
||
|
|
|
|
||||
Secured short-term loan:
|
|
|
|
||||
Maximum daily amount outstanding during the period
|
$
|
—
|
|
|
$
|
400
|
|
Average amount outstanding during the period
|
—
|
|
|
269
|
|
||
Amount outstanding at period-end
|
—
|
|
|
200
|
|
||
Weighted average interest rate
|
—
|
%
|
|
5.0
|
%
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
(2)
|
|
Average Price Paid per Share for Publicly Announced Program
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
|
||||||||
January 31, 2016 to February 27, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
||
February 28, 2016 to April 2, 2016
|
617
|
|
|
18.09
|
|
|
—
|
|
|
—
|
|
|
|
||||
April 3, 2016 to April 30, 2016
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
Total
|
617
|
|
|
$
|
18.09
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
503,907,832
|
|
(1)
|
Consists entirely of
617
shares acquired from associates to meet withholding tax requirements from the vesting of restricted stock.
|
(2)
|
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 26, 2016
|
By:
|
/s/
R
OBERT
A. R
IECKER
|
|
Name:
|
Robert A. Riecker
|
|
Title:
|
Vice President, Controller and Chief
Accounting 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
|
|
|
Pension Plan Protection and Forbearance Agreement, dated as of March 18, 2016, by and between Sears Holdings Corporation, certain of its subsidiaries and Pension Benefit Guaranty Corporation (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, dated March 18, 2016, filed on March 24, 2016 (File No. 001-36693)).
|
|
|
|
|
10.2
|
|
|
Loan Agreement, dated April 8, 2016, by and among JPP, LLC, JPP II, LLC, Cascade Investment, L.L.C., Sears, Roebuck and Co., Sears Development Co., Innovel Solutions, Inc., Big Beaver of Florida Development, LLC and Kmart Corporation (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K, dated April 8, 2016, filed on April 12, 2016 (File No. 001-36693)).
|
|
|
|
|
10.3
|
|
|
First Amendment to Third Amended and Restated Credit Agreement, dated April 8, 2016, 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 10.2 to Registrant’s Current Report on Form 8-K, dated April 8, 2016, filed on April 12, 2016 (File No. 001-36693)).
|
|
|
|
|
10.4
|
|
|
Confirmation, Ratification and Amendment of Ancillary Loan Documents, dated April 8, 2016, by and among Sears Holdings Corporation, Sears Roebuck Acceptance Corp., Kmart Corporation, certain of their respective subsidiaries and Bank of America, N.A., as administrative agent for its own benefit and the benefit of the other Credit Parties (as defined in the amendment to the Credit Agreement) (incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K, dated April 8, 2016, filed on April 12, 2016 (File No. 001-36693)).
|
|
|
|
|
*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 30, 2016, 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 30, 2016 and May 2, 2015; (ii) the Condensed Consolidated Statements of Comprehensive Loss (Unaudited) for the 13 weeks ended April 30, 2016 and May 2, 2015; (iii) the Condensed Consolidated Balance Sheets (Unaudited) as of April 30, 2016, May 2, 2015 and January 30, 2016; (iv) the Condensed Consolidated Statements of Cash Flows (Unaudited) for the 13 weeks ended April 30, 2016 and May 2, 2015; (v) the Condensed Consolidated Statements of Equity (Deficit) (Unaudited) for the 13 weeks ended April 30, 2016 and May 2, 2015; and (vi) the Notes to the Condensed Consolidated Financial Statements (Unaudited).
|
*
|
Filed herewith.
|
†
|
Confidential treatment was granted as to omitted portions of this Exhibit. The omitted material has been filed separately with the Securities and Exchange Commission.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
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Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|