10-K 1 shld201410k.htm 10-K SHLD201410K




 
United States
Securities and Exchange Commission
Washington, D.C. 20549
 
 
 
 
 
FORM 10-K
 
 
 
 
 
x
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended January 31, 2015
or
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission file number 000-51217, 001-36693
 
 
 
 
 
SEARS HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
 
 
Delaware
 
20-1920798
(State of Incorporation)
 
(I.R.S. Employer Identification No.)
 
 
3333 Beverly Road, Hoffman Estates, Illinois
 
60179
(Address of principal executive offices)
 
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (847) 286-2500
 
 
 
 
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of Each Exchange on Which Registered
Common Shares, par value $0.01 per share
 
The NASDAQ Stock Market
Securities registered pursuant to Section 12(g) of the Act:
None
 
 
 
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  x  No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ¨  No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such response) and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer   x  Accelerated filer    ¨   Non-accelerated filer    ¨   Smaller reporting company    ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
On February 28, 2015, the registrant had 106,554,467 common shares outstanding. The aggregate market value (based on the closing price of the Registrant's common shares for stocks quoted on the NASDAQ Global Select Market) of the Registrant's common shares owned by non-affiliates as of the last business day of the Registrant's most recently completed second fiscal quarter, was approximately $1.1 billion.
Documents Incorporated By Reference
Part III of this Form 10-K incorporates by reference certain information from the Registrant’s definitive proxy statement relating to our Annual Meeting of Stockholders to be held on May 6, 2015 (the "2015 Proxy Statement"), which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Form 10-K relates.
 



PART I
Item  1.
Business
General
Sears Holdings Corporation ("Holdings") is the parent company of Kmart Holding Corporation ("Kmart") and Sears, Roebuck and Co. ("Sears"). Holdings (together with its subsidiaries, "we," "us," "our," or the "Company") was formed as a Delaware corporation in 2004 in connection with the merger of Kmart and Sears (the "Merger") on March 24, 2005. We are an integrated retailer with significant physical and intangible assets, as well as virtual capabilities enabled through technology. We currently operate a national network of stores with 1,725 full-line and specialty retail stores in the United States operating through Kmart and Sears. Further, we operate a number of websites under the sears.com and kmart.com banners which offer millions of products and provide the capability for our members and customers to engage in cross-channel transactions such as free store pickup; buy in store/ship to home; and buy online, return in store. We are also the home of Shop Your Way®, a free member-based social shopping platform that offers rewards, personalized services and a unique experience. Shop Your Way® connects all of the ways members shop - in store, at home, online and by phone. The Company is the leading home appliance retailer, as well as a leader in tools, lawn and garden, fitness equipment and automotive repair and maintenance. Key proprietary brands include Kenmore®, Craftsman® and DieHard®. We also maintain a broad apparel and home offering including such well-known labels as Jaclyn Smith, Joe Boxer, Route 66, Cannon, Sandra Lee, Ty Pennington Style and Levi's and also offer Lands' End® merchandise in some of our Full-line stores. Additionally, we offer the Adam Levine and Nicki Minaj collections in 500 Kmart stores and on shopyourway.com/kmart.com. We are the nation's largest provider of home services, with more than 13 million service and installation calls made annually.
The retail industry is changing rapidly. The progression of the Internet, mobile technology, social networking and social media is fundamentally reshaping the way we interact with our core customers and members. As a result, we are transitioning to a member-centric company. Our focus continues to be on our core customers, our members, and finding ways to provide them value and convenience through Integrated Retail and our Shop Your Way® membership platform. We have invested significantly in our online ecommerce platforms, our membership program and the technology needed to support these initiatives.
Business Segments
Through the third quarter of 2014, we operated three reportable segments: Kmart, Sears Domestic and Sears Canada. After the de-consolidation of Sears Canada in October 2014, we operated with two segments, Kmart and Sears Domestic. Financial information, including revenues, operating income (loss), total assets and capital expenditures for each of these business segments is contained in Note 17 of Notes to Consolidated Financial Statements. Information regarding the components of revenue for Holdings is included in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as Note 17.
Kmart     
At January 31, 2015, the Company operated a total of 979 Kmart stores across 49 states, Guam, Puerto Rico and the U.S. Virgin Islands. This store count consists of 968 discount stores, averaging 95,000 square feet, and 11 Super Centers, averaging 170,000 square feet. Most Kmart stores are one-floor, free-standing units that carry a wide array of products across many merchandise categories, including consumer electronics, seasonal merchandise, outdoor living, toys, lawn and garden equipment, food and consumables and apparel, including products sold under such well-known labels as Jaclyn Smith, Joe Boxer and Alphaline, and certain proprietary Sears brand products (such as Kenmore, Craftsman and DieHard) and services. We also offer an assortment of major appliances, including Kenmore-branded products, in virtually all of our locations. There are 723 Kmart stores that also operate in-store pharmacies. The Super Centers generally operate 24 hours a day and combine a full-service grocery along with the merchandise selection of a discount store. There are also seven Sears Auto Centers operating in Kmart stores offering a variety of professional automotive repair and maintenance services, as well as a full assortment of automotive accessories. Kmart continues to offer its layaway program, which allows members and customers to

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cost-effectively finance their purchases both in-store and online. In addition, we have expanded the ways our members and customers can receive their purchases, allowing our members and customers to buy online and pick up in store. This service, powered by MyGofer, is now available in over 900 Kmart stores via either mygofer.com or kmart.com. Kmart also sells its products through its kmart.com website and provides members and customers enhanced cross channel options such as buying through a mobile app or online and picking up their merchandise in one of our Kmart or Sears Full-line stores.
Sears Domestic
At January 31, 2015, Sears Domestic operations consisted of the following:
Full-line Stores—717 stores, of which 709 are Full-line stores located across all 50 states and Puerto Rico. These stores are primarily mall-based locations averaging 155,000 square feet. Full-line stores offer a wide array of products and service offerings across many merchandise categories, including appliances, consumer electronics/connected solutions, tools, sporting goods, outdoor living, lawn and garden equipment, certain automotive services and products, such as tires and batteries, home fashion products, as well as apparel, footwear, jewelry and accessories for the whole family. Our product offerings include our proprietary Kenmore, Craftsman, DieHard, Covington, Canyon River Blues, Metaphor, Outdoor Life, Structure and Apostrophe brand merchandise, and other brand merchandise such as Roadhandler, Ty Pennington Style and Alphaline. Lands' End, Inc. continues to operate 236 "store within a store" departments inside Sears Domestic Full-line locations. In addition, at January 31, 2015, we operated 8 Sears Essentials/Grand stores located in 8 states. These stores are primarily free-standing units averaging 170,000 square feet, offering health and beauty products, pantry goods, household products and toys in addition to the offerings of the typical mall-based store. We also have 634 Sears Auto Centers operating in association with Full-line stores and 7 Sears Auto Centers operating out of Sears Essentials/Grand stores. In addition, there are 27 free standing Sears Auto Centers that operate independently of Full-line stores. Sears also extends the availability of its product selection through the use of its sears.com website, which offers an assortment of home, apparel and accessory merchandise and provides members and customers the option of buying through a mobile app or online and picking up their merchandise in one of our Full-line or Kmart stores.
Specialty Stores—29 specialty stores (primarily consisting of the 27 free standing Sears Auto Centers noted above) located in free-standing, off-mall locations or high-traffic neighborhood shopping centers.
Commercial Sales—We sell Sears merchandise, parts and services to commercial customers through our business-to-business Sears Commercial Sales and Appliance Builder/Distributor businesses.
Sears Commercial Sales provides appliances and services to commercial customers in the single-family residential construction/remodel, property management, multi-family new construction, and government/military sectors.
Our Appliance Builder/Distributor business offers premium appliance and plumbing fixtures to architects, designers, and new construction or remodeling customers, and is currently operating in 10 markets with 17 facilities.
Home Services—Product Repair Services, the nation's largest product repair service provider, is a key element in our active relationship with more than 39 million households. With approximately 7,300 service technicians making over 13 million service and installation calls annually, this business delivers a broad range of retail-related residential and commercial services across all 50 states, Puerto Rico, Guam and the Virgin Islands under either the Sears Parts & Repair Services or A&E Factory Service trade names. Commercial and residential customers can obtain parts and repair services for all major brands of products within the appliances, lawn and garden equipment, consumer electronics, floor care products, and heating and cooling systems categories. We also provide repair parts with supporting instructions for "do-it-yourself" members and customers through our searspartsdirect.com website. This business also offers protection agreements, product installation services and Kenmore and Carrier brand residential heating and cooling systems. Home Services also includes home improvement services (primarily siding, windows, cabinet refacing, kitchen remodeling, roofing, carpet and upholstery

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cleaning, air duct cleaning, and garage door installation and repair) provided through Sears Home Improvement Services and Sears Home & Business Franchises.
Sears Canada Rights Offering
On October 2, 2014, the Company announced that its board of directors had approved a rights offering of up to 40 million shares of Sears Canada Inc. ("Sears Canada"). The subscription rights were distributed to all stockholders of Holdings, and every stockholder had the right to participate on the same terms in accordance with its pro rata ownership of the Company's common stock. In connection with the rights offering, each holder of Holdings' common stock received one subscription right for each share of common stock held at the close of business on October 16, 2014, the record date for the rights offering. Each subscription right entitled the holder thereof to purchase their pro rata portion of the Sears Canada common shares being sold by Holdings in the rights offering at a cash subscription price of Canadian $10.60 per whole Sears Canada share, which was the closing price of Sears Canada's common shares on September 26, 2014, the last trading day before the Company requested Sears Canada's cooperation with the filing of a prospectus regarding the rights offering.
On October 16, 2014, ESL Partners, L.P. and Edward S. Lampert, our Chairman and Chief Executive Officer and Chairman and Chief Executive Officer of ESL Investments, Inc., and related entities (collectively "ESL") exercised a portion of its pro rata portion of the basic subscription rights to the offering. Accordingly, we sold a total of approximately 18 million common shares of Sears Canada to ESL, for which we received approximately $169 million in proceeds. After the sale of Sears Canada shares to ESL on October 16, 2014, the Company was the beneficial holder of approximately 34 million shares, or 34%, of the common shares of Sears Canada. As such, the Company no longer maintained control of Sears Canada resulting in the de-consolidation of Sears Canada.
The Sears Canada rights offering closed on November 7, 2014 and was oversubscribed. Accordingly, the Company sold a total of 40 million common shares of Sears Canada and received total aggregate proceeds of $380 million for the rights offering by the closing date. Proceeds from the rights offering provided additional liquidity to Holdings during the 2014 holiday period and were used for general corporate purposes. At January 31, 2015, the Company was the beneficial holder of approximately 12 million, or 12%, of the common shares of Sears Canada. At both February 1, 2014 and February 2, 2013, Sears Holdings was the beneficial holder of approximately 52 million, or 51%, of the common shares of Sears Canada.
In addition, since the Company has retained an equity interest in Sears Canada, the operating results for Sears Canada through October 16, 2014 are presented within the consolidated operations of Holdings and the Sears Canada segment in the accompanying Consolidated Financial Statements in accordance with accounting standards applicable to presentation of financial statements.
Separation of Lands' End, Inc.
On April 4, 2014, we completed the separation of our Lands' End business through a spin-off transaction. The separation was structured to be tax free to our U.S. shareholders for U.S. federal income tax purposes. Prior to the separation, Lands' End, Inc. ("Lands' End") entered into an asset-based senior secured revolving credit facility, which provides for maximum borrowings of approximately $175 million with a letter of credit sub-limit, and a senior secured term loan facility of approximately $515 million. The proceeds of the term loan facility were used to fund a $500 million dividend to Holdings and pay fees and expenses associated with the foregoing facilities. We accounted for this spin-off in accordance with accounting standards applicable to spin-off transactions. Accordingly, we classified the carrying value of net assets of $323 million contributed to Lands' End as a reduction of capital in excess of par value in the Consolidated Statement of Equity (Deficit) for the year ended January 31, 2015.
Additionally, as a result of Mr. Lampert's role as our Chairman and Chief Executive Officer, and Chairman and Chief Executive Officer of ESL, and the continuing arrangements between Holdings and Lands' End (as further described in Note 15 of Notes to Consolidated Financial Statements), Holdings has determined that it has significant influence over Lands' End. Accordingly, the operating results for Lands' End through the date of the spin-off are presented within the consolidated continuing operations of Holdings and the Sears Domestic segment in the accompanying Consolidated Financial Statements.
In connection with the separation, Holdings and certain of its subsidiaries entered into various agreements with Lands' End under the terms described in Note 15 of Notes to Consolidated Financial Statements.

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Separation of Sears Hometown and Outlet Businesses
On October 11, 2012, we completed the separation of our Sears Hometown and Outlet businesses through a rights offering transaction. Holdings received gross proceeds of $446.5 million with respect to the transaction, consisting of $346.5 million for the sale of Sears Hometown and Outlet Stores, Inc. ("SHO") common shares and $100 million through a dividend from SHO prior to the separation. Prior to the separation, SHO entered into an asset-based senior secured revolving credit facility with a group of financial institutions to provide (subject to availability under a borrowing base) for aggregate maximum borrowings of $250 million. Borrowings of $100 million from this revolving credit facility were used to fund the dividend paid to Holdings. We accounted for this separation in accordance with accounting standards applicable to common control transactions as ESL was a majority shareholder of Holdings and became a majority shareholder of SHO as a result of exercising subscription rights pursuant to the rights offering. Accordingly, we classified the difference between the proceeds received and the carrying value of net assets contributed to SHO as a reduction of capital in excess of par value in the Consolidated Statement of Equity for the period ended February 2, 2013.
In connection with the separation, Holdings and certain of its subsidiaries entered into various agreements with SHO under the terms described in Note 15. Because of the various agreements with SHO, the Company has determined that it has significant continuing cash flows with SHO. Accordingly, the operating results for SHO through the date of the separation are presented within the consolidated continuing operations of Holdings and the Sears Domestic segment in the accompanying Consolidated Financial Statements. See Note 15 of Notes to Consolidated Financial Statements for further information related to the agreements with SHO.
Partial Spin-Off of Interest in Sears Canada
On November 13, 2012, we completed a partial spin-off (the "spin-off") of our interest in Sears Canada. Prior to the spin-off, Holdings beneficially owned approximately 96% of the issued and outstanding common shares of Sears Canada. In connection with the spin-off, we distributed approximately 45 million common shares of Sears Canada held by Holdings on a pro rata basis to holders of Holdings' common stock. Following the spin-off, Holdings was the beneficial holder of approximately 51% of the issued and outstanding common shares of Sears Canada, and as such, Holdings maintained control of Sears Canada and, prior to de-consolidation in October 2014, continued to consolidate the results of Sears Canada. We accounted for the spin-off as an equity transaction in accordance with accounting standards applicable to noncontrolling interests. Accordingly, we reclassified a portion of our ownership interest in Sears Canada and accumulated other comprehensive loss to noncontrolling interest in the Consolidated Statement of Equity at February 2, 2013.
Real Estate Transactions
In the normal course of business, we consider opportunities to purchase leased operating properties, as well as offers to sell owned, or assign leased, operating and non-operating properties. These transactions may, individually or in the aggregate, result in material proceeds or outlays of cash. In addition, we review leases that will expire in the short term in order to determine the appropriate action to take with respect to them.
Further information concerning our real estate transactions is contained in Note 11 of Notes to Consolidated Financial Statements.
 Trademarks and Trade Names
The KMART® and SEARS® trade names, service marks and trademarks, used by us both in the United States and internationally, are material to our retail and other related businesses.
We sell proprietary branded merchandise under a number of brand names that are important to our operations. Our KENMORE®, CRAFTSMAN® and DIEHARD® brands are among the most recognized proprietary brands in retailing. These marks are the subject of numerous United States and foreign trademark registrations. Other well recognized Company trademarks and service marks include CANYON RIVER BLUES®, COVINGTON®, SHOP YOUR WAY®, SMART SENSE®, STRUCTURE®, THOM MCAN® and TOUGHSKINS®, which also are registered or are the subject of pending registration applications in the United States. Generally, our rights in our trade names and marks continue so long as we use them.

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Seasonality
The retail business is seasonal in nature, and we generate a high proportion of our revenues, operating income and operating cash flows during the fourth quarter of our year, which includes the holiday season. As a result, our overall profitability is heavily impacted by our fourth quarter operating results. Additionally, in preparation for the fourth quarter holiday season, we significantly increase our merchandise inventory levels, which are financed from operating cash flows, credit terms received from vendors and borrowings under our domestic credit agreement (described in the "Uses and Sources of Liquidity" section below). Fourth quarter reported revenues accounted for approximately 28% of total reported revenues in 2014, excluding the impact of transactions related to Sears Canada and Lands' End, and 30% of total reported revenues in both 2013 and 2012. See Note 19 of Notes to Consolidated Financial Statements for further information on revenues earned by quarter in 2014 and 2013.
Competition
Our business is subject to highly competitive conditions. We compete with a wide variety of retailers, including other department stores, discounters, home improvement stores, consumer electronics dealers, auto service providers, specialty retailers, wholesale clubs, as well as many other retailers operating on a national, regional or local level in the U.S. and Canada. Online and catalog businesses, which handle similar lines of merchandise, also compete with us. Walmart, Target, Kohl's, J.C. Penney, Macy's, The Home Depot, Lowe's, Best Buy and Amazon are some of the national retailers and businesses with which we compete. The Home Depot and Lowe's are major competitors in relation to our home appliance business, which accounted for approximately 15% of our 2014, 13% of our 2013 and 15% of our 2012 reported revenues. Success in these competitive marketplaces is based on factors such as price, product assortment and quality, service and convenience, including availability of retail-related services such as access to credit, product delivery, repair and installation. Additionally, we are influenced by a number of factors including, but not limited to, the cost of goods, consumer debt availability and buying patterns, economic conditions, customer preferences, inflation, currency exchange fluctuations, weather patterns, and catastrophic events. Item 1A in this report on Form 10-K contains further information regarding risks to our business.
Employees
At January 31, 2015, subsidiaries of Holdings had approximately 196,000 employees in the United States and U.S. territories. These employee counts include part-time employees.
 Our Website; Availability of SEC Reports and Other Information
Our corporate website is located at searsholdings.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to these reports are available, free of charge, through the "SEC Filings" portion of the Investor Information section of our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission ("SEC").
The Corporate Governance Guidelines of our Board of Directors, the charters of the Audit, Compensation, Finance and Nominating and Corporate Governance Committees of the Board of Directors, our Code of Conduct and the Board of Directors Code of Conduct are available in the Corporate Governance section of searsholdings.com. References to our website address or the website address of Sears Canada do not constitute incorporation by reference of the information contained on such websites, and the information contained on the websites is not part of this document.

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Item 1A.
Risk Factors
Our operations and financial results are subject to various risks and uncertainties, including those described below, which could adversely affect our business, results of operations and financial condition.
If we fail to offer merchandise and services that our members and customers want, our sales may be limited, which would reduce our revenues and profits.
In order for our business to be successful, we must identify, obtain supplies of, and offer to our members and customers, attractive, innovative and high-quality merchandise on a continuous basis. Our products and services must satisfy the desires of our members and customers, whose preferences may change in the future. If we misjudge either the demand for products and services we sell or our members' and customers' purchasing habits and tastes, we may be faced with excess inventories of some products and missed opportunities for products and services we chose not to offer. In addition, our sales may decline or we may be required to sell the merchandise we have obtained at lower prices. This would have a negative effect on our business and results of operations.
If our integrated retail strategy to transform into a member-centric retailer is not successful, our business and results of operations could be adversely affected.
We are seeking to transform into a member-centric retailer through our integrated retail strategy, which is based on a number of initiatives, including our Shop Your Way® program, that depend, among other things, on our ability to respond quickly to ongoing technology developments and implement new ways to understand and rely on the data to interact with our members and customers in order to achieve expected benefits. In addition, one or more of these initiatives may not be accepted by our members and customers, which may result in the Company's sales being less than it anticipates; and no assurance can be given that our strategy and offerings will be successful and will not have a material adverse effect on our reputation, financial condition and operating results.
If we do not successfully manage our inventory levels, our operating results will be adversely affected.
We must maintain sufficient inventory levels to operate our business successfully. However, we also must guard against accumulating excess inventory as we seek to minimize out-of-stock levels across all product categories and to maintain in-stock levels. We obtain a significant portion of our inventory from vendors located outside the United States. Some of these vendors often require lengthy advance notice of our requirements in order to be able to supply products in the quantities we request. This usually requires us to order merchandise, and enter into purchase order contracts for the purchase and manufacture of such merchandise, well in advance of the time these products will be offered for sale. As a result, we may experience difficulty in responding to a changing retail environment, which makes us vulnerable to changes in price. If we do not accurately anticipate the future demand for a particular product or the time it will take to obtain new inventory, our inventory levels will not be appropriate and our results of operations may be negatively impacted.
If we are unable to compete effectively in the highly competitive retail industry, our business and results of operations could be materially adversely affected.
The retail industry is highly competitive with few barriers to entry. We compete with a wide variety of retailers, including other department stores, discounters, home improvement stores, appliances and consumer electronics retailers, auto service providers, specialty retailers, wholesale clubs and many other competitors operating on a national, regional or local level. Some of our competitors are actively engaged in new store expansion. Online and catalog businesses, which handle similar lines of merchandise, and some of which are not required to collect sales taxes on purchases made by their customers, also compete with us. In this competitive marketplace, success is based on factors such as price, product assortment and quality, service and convenience.
Our success depends on our ability to differentiate ourselves from our competitors with respect to shopping convenience, a quality assortment of available merchandise and superior customer service. We must also successfully respond to our members' and customers' changing tastes. The performance of our competitors, as well as changes in their pricing policies, marketing activities, new store openings and other business strategies, could have a material adverse effect on our business, financial condition and results of operations.

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Our business has been and will continue to be affected by worldwide economic conditions; a failure of the economy to sustain its recovery, a renewed decline in consumer-spending levels and other conditions, including inflation and changing prices of energy, could lead to reduced revenues and gross margins, and negatively impact our liquidity.
Many economic and other factors are outside of our control, including consumer and commercial credit availability, consumer confidence and spending levels, including the impact of payroll tax and medical cost increases on U.S. consumers, inflation, employment levels, housing sales and remodels, consumer debt levels, fuel costs and other challenges currently affecting the global economy, the full impact of which on our business, results of operations and financial condition cannot be predicted with certainty. These economic conditions adversely affect the disposable income levels of, and the credit available to, our members and customers, which could lead to reduced demand for our merchandise. Although fuel and energy costs have decreased in recent months, future increases may have a significant impact on our operations. We require significant quantities of fuel for the vehicles used by technicians in our home services business and we are exposed to the risk associated with variations in the market price for petroleum products. We could experience a disruption in energy supplies, including our supply of gasoline, as a result of factors that are beyond our control, which could have an adverse effect on our business. Certain of our vendors also could experience increases in the cost of various raw materials, such as cotton, oil-related materials, steel and rubber, which could result in increases in the prices that we pay for merchandise, particularly apparel, appliances and tires. The domestic and international political situation also affects consumer confidence. The threat, outbreak or escalation of terrorism, military conflicts or other hostilities could lead to a decrease in consumer spending. Any of these events and factors could cause us to increase inventory markdowns and promotional expenses, thereby reducing our gross margins and operating results.
The lack of willingness of our vendors to provide acceptable payment terms could negatively impact our liquidity and/or reduce the availability of products or services we seek to procure.
We depend on our vendors to provide us with financing on our purchases of inventory and services. Our vendors could seek to limit the availability of vendor credit to us or other terms under which they sell to us, or both, which could negatively impact our liquidity. In addition, the inability of vendors to access liquidity, or the insolvency of vendors, could lead to their failure to deliver inventory or other services. Certain of our vendors finance their operations and/or reduce the risk associated with collecting accounts receivable from us by selling or "factoring" the receivables or by purchasing credit insurance or other forms of protection from loss associated with our credit risks. The ability of our vendors to do so is subject to the perceived credit quality of the Company. Such vendors could be limited in their ability to factor receivables or obtain credit protection in the future because of our perceived financial position and creditworthiness, which could reduce the availability of products or services we seek to procure.
We have ongoing discussions concerning our liquidity and financial position with the vendor community and third parties that offer various credit protection services to our vendors. The topics discussed have included such areas as pricing, payment terms and ongoing business arrangements. As of the date of this report, we have not experienced any significant disruption in our access to merchandise or our operations.
Certain factors, including changes in market conditions and our credit ratings, may limit our access to capital markets and other financing sources and materially increase our borrowing costs.
In addition to credit terms from vendors, our liquidity needs are funded by our operating cash flows and, to the extent necessary, borrowings under our credit agreements and commercial paper program, asset sales and access to capital markets. The availability of financing depends on numerous factors, including economic and market conditions, our operating performance, our credit ratings, and lenders' assessments of our prospects and the prospects of the retail industry in general. Changes in these factors may affect our cost of financing, liquidity and our ability to access financing sources, including our commercial paper program and possible second lien indebtedness that is permitted under the domestic revolving credit facility, with respect to each of which we have no lender commitments. Rating agencies revise their ratings for the companies that they follow from time to time and our ratings may be revised or withdrawn in their entirety at any time.

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While the Company's domestic revolving credit facility currently provides for up to $3.275 billion of lender commitments, our ability to borrow funds under this facility is limited by a borrowing base determined relative to the value, from time to time, of eligible inventory, accounts receivable and certain other assets. In addition, our ability to incur possible second lien indebtedness that is otherwise permitted under the domestic revolving credit facility is limited by a borrowing base requirement under the indenture that governs our senior secured notes due 2018. If, through asset sales or other means, the value of these eligible assets is not sufficient to support borrowings of up to the full amount of the commitments under this facility, we will not have full access to the facility, but rather could have access to a lesser amount determined by the borrowing base. Such a decline in the value of eligible assets also could result in our inability to borrow up to the full amount of second lien indebtedness permitted by the domestic credit facility, but rather we could be limited to borrowing a lesser amount determined by the borrowing base as calculated pursuant to the terms of the indenture. The domestic revolving credit facility imposes various other requirements, which take effect if availability falls below designated thresholds, including a cash dominion requirement. The domestic credit facility also effectively limits full access to the facility if our fixed charge ratio at the last day of any quarter is less than 1.0 to 1.0. As of January 31, 2015, our fixed charge ratio was less than 1.0 to 1.0. If availability under the domestic revolving credit facility were to fall below 10%, the Company would be required to test the fixed charge coverage ratio, and would not comply with the facility, and the lenders under the facility could demand immediate payment in full of all amounts outstanding and terminate their obligations under the facility.
The lenders under our credit facilities may not be able to meet their commitments if they experience shortages of capital and liquidity and there can be no assurance that our ability to otherwise access the credit markets will not be adversely affected by changes in the financial markets and the global economy.
We cannot predict whether our plans to enhance our financial flexibility and liquidity to fund our transformation will be successful.
We are continuing to pursue a transformation strategy and to explore potential initiatives to enhance our financial flexibility and liquidity. We are exploring the formation of a Real Estate Investment Trust ("REIT"). We currently expect proceeds in excess of $2.0 billion from the REIT transaction. We have incurred losses and experienced negative operating cash flows for the past several years, and accordingly we have taken a number of actions to enhance our financial flexibility and fund our continued transformation, including the senior secured term loan facility due 2018, the separation of our Lands' End subsidiary, the secured short-term loan, the Sears Canada rights offering, the rights offering for senior unsecured notes with warrants and real estate transactions. The achievement of our objectives and outcome of our initiatives are subject to risks and uncertainties with respect to market conditions and other factors that may cause our actual results, performance or achievements to be materially different from our plans, and there can be no assurance that transactions to monetize assets or other actions to generate liquidity will become available on terms that are acceptable to us, on intended timetables or at all. In addition, there can be no assurance that the evaluation and/or completion of any potential transactions will not have a negative impact on our other businesses.
We cannot predict the outcome of the actions to generate liquidity to fund our transformation, whether such actions would generate the expected liquidity to fund the transformation as currently planned or whether the costs of such actions or costs of this or future financings would more than offset any improvements to our earnings and liquidity resulting from our transformation initiatives. If we continue to experience operating losses, and we are not able to generate enough funds from the above actions (or some combination of other actions), the availability under our domestic revolving credit facility might be fully utilized, in particular during our peak borrowing period, and we would need to secure additional sources of funds.
Potential liabilities in connection with the separation of Lands' End may arise under fraudulent conveyance and transfer laws and legal capital requirements.
With respect to the separation of our Lands' End, Inc. subsidiary through a pro rata distribution to our stockholders (the "LE Spin-off"), if either Holdings or Lands' End subsequently fails to pay its creditors or enters insolvency proceedings, the transaction may be challenged under U.S. federal, U.S. state and foreign fraudulent conveyance and transfer laws, as well as legal capital requirements governing distributions and similar transactions. If a court were to determine under these laws that, (a) at the time of the LE Spin-off, the entity in question: (1) was

9


insolvent; (2) was rendered insolvent by reason of the LE Spin-off; (3) had remaining assets constituting unreasonably small capital; (4) intended to incur, or believed it would incur, debts beyond its ability to pay these debts as they matured; or (b) the transaction in question failed to satisfy applicable legal capital requirements, the court could determine that the LE Spin-off was voidable, in whole or in part. Subject to various defenses, the court could then require Holdings or Lands' End, or other recipients of value in connection with the LE Spin-off (potentially including Lands' End stockholders as recipients of shares of Lands' End common stock in connection with the spin-off), as the case may be, to turn over value to other entities involved in the LE Spin-off and contemplated transactions for the benefit of unpaid creditors. The measure of insolvency and applicable legal capital requirements will vary depending upon the jurisdiction whose law is being applied.
We rely extensively on computer systems to implement our integrated retail strategy, process transactions, summarize results and otherwise manage our business. Disruptions in these systems could harm our ability to run our business.
Given the significance of our online and mobile capabilities, our collection and use of data to create personalized experiences, and the number of individual transactions we have each year, including in our stores, it is critical that we maintain uninterrupted operation of our computer and communications hardware and software systems, some of which are based on end-of-life or legacy technology, operate with minimal or no vendor support and are otherwise difficult to maintain. Our systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, catastrophic events such as fires, tornadoes and hurricanes, and usage errors by our employees. Operating legacy systems subject us to inherent costs and risks associated with maintaining, upgrading and replacing these systems and retaining sufficiently skilled personnel to maintain and operate the systems, demands on management time, and other risks and costs. Any material interruption in our computer operations may have a material adverse effect on our business or results of operations, including on our Shop Your Way® program and participation in or engagement with that program. We are pursuing initiatives to transform our information technology processes and systems. These initiatives are highly complex and include replacing legacy systems, upgrading existing systems, and acquiring new systems and hardware with updated functionality. The risk of disruption is increased in periods when such complex and significant systems changes are undertaken.
If we do not maintain the security of our member and customer, associate or company information, we could damage our reputation, incur substantial additional costs and become subject to litigation.
Cyber-security risks such as malicious software and attempts to gain unauthorized access to data are rapidly evolving. Techniques or software used to gain unauthorized access, and/or disable, degrade or harm our systems may be difficult to detect or scope for prolonged periods of time, and we may be unable to anticipate these techniques or put in place protective or preventive measures. These attempts to gain unauthorized access could lead to disruptions in our systems, unauthorized release of confidential or otherwise protected information or corruption of data. If individuals are successful in infiltrating, breaking into, disrupting, damaging or otherwise stealing from the computer systems of the Company or its third-party providers we may have to make a significant investment to fix or replace them, we may suffer interruptions in our operations in the interim, we may face costly litigation, government investigations, government enforcement actions, fines and/or lawsuits, the ability for our members to earn or redeem points in our Shop Your Way® program may be impacted or halted, and our reputation with our members and customers may be significantly harmed. As publicly announced on October 10, 2014, Kmart’s information technology team detected on October 9, 2014 that the Kmart store payment data system had been criminally breached beginning in early September, that the payment data systems at Kmart stores were purposely infected with a new form of malware, and that debit and credit card numbers were potentially compromised. In December 2014, First NBC Bank filed a putative class action lawsuit against us in the Northern District of Illinois for alleged violations relating to, and harm resulting from, the incident. Two other similar lawsuits were filed by financial institutions against us in February 2015 in the Western District of Pennsylvania and the Eastern District of Louisiana. In addition, we have received requests for information and are subject to investigations regarding this incident from various regulatory and other government agencies.
The regulatory environment related to information security and privacy is increasingly rigorous, with new and constantly changing requirements applicable to our business, and compliance with those requirements could result in

10


additional costs or accelerate these costs. There is no guarantee that the procedures that we have implemented to protect against further unauthorized access to secured data are adequate to safeguard against all data security breaches. A data security breach or any failure by us to comply with applicable privacy and information security laws and regulations could result in a loss of customer or member confidence and negatively impact our business, including our Shop Your Way® program, and our results of operations.
Due to the seasonality of our business, our annual operating results would be adversely affected if our business performs poorly in the fourth quarter.
Our business is seasonal, with a high proportion of revenues, operating income and operating cash flows being generated during the fourth quarter of our year, which includes the holiday season. As a result, our fourth quarter operating results significantly impact our annual operating results. Our fourth quarter operating results may fluctuate significantly, based on many factors, including holiday spending patterns and weather conditions.
Our sales may fluctuate for a variety of reasons, which could adversely affect our results of operations.
Our business is sensitive to customers' spending patterns, which in turn are subject to prevailing economic conditions. Our sales and results of operations have fluctuated in the past, and we expect them to continue to fluctuate in the future. A variety of other factors affect our sales and financial performance, including:
actions by our competitors, including opening of new stores in our existing markets or changes to the way these competitors go to market online,
seasonal fluctuations due to weather conditions,
changes in our merchandise strategy and mix,
changes in population and other demographics, and
timing of our promotional events.
Accordingly, our results for any one quarter are not necessarily indicative of the results to be expected for any other quarter, and comparable store sales for any particular future period may increase or decrease. For more information on our results of operations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 of this report on Form 10-K.
We rely on foreign sources for significant amounts of our merchandise, and our business may therefore be negatively affected by the risks associated with international trade.
We depend on a large number of products produced in foreign markets. We face risks, including reputational risks, associated with the delivery of merchandise originating outside the United States, including:
potential economic and political instability in countries where our suppliers are located,
increases in shipping costs,
manufacturing and transportation delays and interruptions,
supplier compliance with applicable laws, including labor and environmental laws, and with our global compliance program for suppliers and factories,
adverse fluctuations in currency exchange rates, and
changes in U.S. and foreign laws affecting the importation and taxation of goods, including duties, tariffs and quotas, or changes in the enforcement of those laws.
We rely on third parties to provide us with services in connection with the administration of certain aspects of our business.
We have entered into agreements with third-party service providers (both domestic and overseas) to provide processing and administrative functions over a broad range of areas, and we may continue to do so in the future. These areas include finance and accounting, information technology, including IT development, call center, human

11


resources and procurement functions. Services provided by third parties as a part of outsourcing initiatives could be interrupted as a result of many factors, such as acts of God or contract disputes, and any failure by third parties to provide us with these services on a timely basis or within our service level expectations and performance standards could result in a disruption of our business. In addition, to the extent we are unable to maintain our outsourcing arrangements; we would incur substantial costs, including costs associated with hiring new employees, in order to return these services in-house. These outsourcing arrangements also carry the risk that the Company will fail to adequately retain the significant internal historical knowledge of our business and systems that is transferred to the service providers as the employment of the Company's personnel who possess such knowledge ends.
We could incur charges due to impairment of goodwill, intangible and long-lived assets.
At January 31, 2015, we had goodwill and intangible asset balances of $2.4 billion, which are subject to periodic testing for impairment. Our long-lived assets, primarily stores, also are subject to periodic testing for impairment. A significant amount of judgment is involved in the periodic testing. Failure to achieve sufficient levels of cash flow within our reporting unit, or sales of our branded products or cash flow generated from operations at individual store locations could result in impairment charges for goodwill and intangible assets or fixed asset impairment for long-lived assets, which could have a material adverse effect on our reported results of operations. Impairment charges, if any, resulting from the periodic testing are non-cash. A significant and sustained decline in our stock price could result in goodwill and intangible asset impairment charges. During times of financial market volatility, significant judgment is used to determine the underlying cause of the decline and whether stock price declines are short-term in nature or indicative of an event or change in circumstances. See Notes 12 and 13 of Notes to Consolidated Financial Statements for further information.
The loss of key personnel may disrupt our business and adversely affect our financial results.
We depend on the contributions of key personnel, including Edward S. Lampert, our Chairman and Chief Executive Officer, and other key employees, for our future success. Although certain executives have employment agreements with us, changes in our senior management and any future departures of key employees may disrupt our business and materially adversely affect our results of operations.
Affiliates of our Chairman and Chief Executive Officer, whose interests may be different than your interests, exert substantial influence over our Company.
Affiliates of Edward S. Lampert, our Chairman and Chief Executive Officer, collectively own approximately 49% of the outstanding shares of our common stock. These affiliates are controlled, directly or indirectly, by Mr. Lampert. Accordingly, these affiliates, and thus Mr. Lampert, have substantial influence over many, if not all, actions to be taken or approved by our stockholders, including the election of directors and any transactions involving a change of control.
The interests of these affiliates, which have investments in other companies, including our former subsidiaries, Sears Hometown and Outlet Stores, Inc., Lands' End, Inc. and Sears Canada, may from time to time diverge from the interests of our other stockholders, particularly with regard to new investment opportunities. This substantial influence may have the effect of discouraging offers to acquire our Company because the consummation of any such acquisition would likely require the consent of these affiliates.
We may be unable to protect or preserve the image of our brands and our intellectual property rights, which could have a negative impact on our business.
We regard our copyrights, service marks, trademarks, trade dress, trade secrets, patents and similar intellectual property as critical to our success, particularly those that relate to our private branded merchandise. As such, we rely on trademark and copyright law, patent law, trade secret protection and confidentiality agreements with our associates, consultants, vendors, and others to protect our proprietary rights. Nevertheless, the steps we take to protect our proprietary rights may be inadequate. If we are unable to protect or preserve the value of our trademarks, copyrights, trade secrets, patents or other proprietary rights for any reason, or if we fail to maintain the image of our brands due to merchandise and service quality issues, actual or perceived, adverse publicity, governmental

12


investigations or litigation, or other reasons, our brands and reputation could be damaged and we could lose members and customers.
We may be subject to product liability claims if people or properties are harmed by the products we sell or the services we offer.
Some of the products we sell may expose us to product liability claims relating to personal injury, death, or property damage caused by such products, and may require us to take actions such as product recalls. We also provide various services, which could also give rise to such claims. Although we maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all.
We may be subject to periodic litigation and other regulatory proceedings. These proceedings may be affected by changes in laws and government regulations or changes in the enforcement thereof.
From time to time, we may be involved in lawsuits and regulatory actions relating to our business, certain of which may be in jurisdictions with reputations for aggressive application of laws and procedures against corporate defendants. Some of these actions have the potential for significant statutory penalties, and compensatory, treble or punitive damages. Our pharmacy, home services and grocery businesses, in particular, are subject to numerous federal, state and local regulations, and a significant change in, or noncompliance with, these regulations could have a material adverse effect on our compliance costs and results of operations. We are impacted by trends in litigation, including class-action allegations brought under various consumer protection and employment laws, including wage and hour laws, patent infringement claims and investigations and actions that are based on allegations of untimely compliance or noncompliance with applicable regulations or statutes. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such proceedings. An unfavorable outcome could have a material adverse impact on our business, financial condition and results of operations. In addition, regardless of the outcome of any litigation or regulatory proceedings, these proceedings could result in substantial costs and may require that we devote substantial resources to defend our Company. Further, changes in governmental regulations both in the United States and in the other countries where we operate could have adverse effects on our business and subject us to additional regulatory actions. For a description of current legal proceedings, see Item 3, "Legal Proceedings," as well as Note 18 of Notes to Consolidated Financial Statements in this report on Form 10-K.
Our pension and postretirement benefit plan obligations are currently underfunded, and we may have to make significant cash payments to some or all of these plans, which would reduce the cash available for our businesses.
We have unfunded obligations under our domestic pension and postretirement benefit plans, and we have been in discussions with the Pension Benefit Guaranty Corporation concerning our pension obligations and potential REIT transaction. The funded status of our pension plans is dependent upon many factors, including returns on invested assets, the level of certain market interest rates and the discount rate used to determine pension obligations. Unfavorable returns on the plan assets or unfavorable changes in applicable laws or regulations could materially change the timing and amount of required plan funding, which would reduce the cash available for our businesses. In addition, a decrease in the discount rate used to determine pension obligations could result in an increase in the valuation of pension obligations, which could affect the reported funding status of our pension plans and future contributions, as well as the periodic pension cost in subsequent years. Moreover, unfavorable regulatory action could materially change the timing and amount of required plan funding and negatively impact our business operations and impair our business strategy.
Item 1B.
Unresolved Staff Comments
Not applicable.

13


Item 2.
Properties
The following table summarizes the locations of our Kmart and Sears Domestic stores at January 31, 2015:
 
 
Kmart
 
Sears Domestic
State/Territory
 
Discount
Stores
 
Super
Centers
 
Full-line
Mall Stores
 
Sears
Essentials/
Grand Stores
 
Specialty
Stores
Alabama
 
17

 

 
8

 

 

Alaska
 

 

 
3

 

 

Arizona
 
5

 

 
13

 

 

Arkansas
 
14

 

 
7

 

 

California
 
85

 

 
77

 
1

 
4

Colorado
 
12

 

 
10

 
1

 
1

Connecticut
 
6

 

 
8

 

 

Delaware
 
4

 

 
3

 

 

Florida
 
49

 

 
51

 

 
1

Georgia
 
23

 

 
19

 

 

Hawaii
 
7

 

 
4

 

 

Idaho
 
7

 

 
4

 

 

Illinois
 
36

 
2

 
24

 
1

 
5

Indiana
 
24

 

 
14

 

 
1

Iowa
 
17

 

 
7

 

 
1

Kansas
 
8

 

 
5

 

 
1

Kentucky
 
24

 

 
6

 

 

Louisiana
 
10

 

 
12

 

 
1

Maine
 
6

 

 
4

 

 

Maryland
 
19

 

 
18

 

 

Massachusetts
 
18

 

 
20

 

 

Michigan
 
52

 
2

 
21

 

 

Minnesota
 
11

 

 
11

 

 

Mississippi
 
5

 

 
4

 

 

Missouri
 
18

 

 
10

 
1

 

Montana
 
8

 

 
2

 

 

Nebraska
 
6

 

 
4

 

 

Nevada
 
10

 

 
4

 
1

 
1

New Hampshire
 
4

 

 
6

 

 

New Jersey
 
29

 

 
20

 

 
2

New Mexico
 
11

 

 
7

 

 

New York
 
46

 

 
41

 

 
6

North Carolina
 
31

 

 
18

 

 

North Dakota
 
5

 

 
4

 

 

Ohio
 
41

 
6

 
35

 

 

Oklahoma
 
8

 

 
7

 

 

Oregon
 
8

 

 
6

 

 
1

Pennsylvania
 
84

 
1

 
36

 

 

Rhode Island
 
1

 

 
2

 

 

South Carolina
 
18

 

 
9

 

 

South Dakota
 
9

 

 
2

 

 

Tennessee
 
28

 

 
16

 

 

Texas
 
19

 

 
58

 
1

 
1

Utah
 
12

 

 
4

 
1

 
1

Vermont
 
3

 

 
1

 

 

Virginia
 
30

 

 
18

 
1

 

Washington
 
11

 

 
17

 

 
1

West Virginia
 
15

 

 
6

 

 

Wisconsin
 
17

 

 
12

 

 

Wyoming
 
9

 

 
2

 

 

Puerto Rico
 
23

 

 
9

 

 
1

U.S. Virgin Islands
 
4

 

 

 

 

Guam
 
1

 

 

 

 

Totals
 
968

 
11

 
709

 
8

 
29


14


  
 
Kmart 
 
Sears Domestic
 
Discount
Stores
 
Super
Centers
 
Full-line
Mall Stores
 
Sears
Essentials/
Grand Stores
 
Specialty
Stores
Owned
175

 
8

 
472

 
7

 
22

Leased
793

 
3

 
237

 
1

 
7

January 31, 2015
968

 
11

 
709

 
8

 
29

In addition, at January 31, 2015, we had 34 domestic supply chain distribution centers, of which 12 were owned and 22 were leased with remaining lease terms ranging up to six years. Of the total, nine primarily support Kmart stores, 20 primarily support Sears stores and five support both Sears and Kmart stores. We also had 410 domestic store warehouses, customer call centers and service facilities (including 17 facilities related to our appliance builder/distributor business), most of which are leased for terms ranging generally from three to five years or are part of other facilities included in the above table. Many of our facilities are also used to support our online channels.
Our principal executive offices are located on a 200-acre site owned by us at the Prairie Stone office park in Hoffman Estates, Illinois. The complex consists of six interconnected office buildings totaling approximately two million gross square feet of office space. We also own an 86,000 square foot office building in Troy, Michigan. We operate numerous buying offices throughout the world that procure product internationally, as well as an information technology center in Pune, India.
A description of our leasing arrangements and commitments appears in Note 14 of Notes to Consolidated Financial Statements.
Item 3.
Legal Proceedings
See Part II, Item 8, "Financial Statements—Notes to Consolidated Financial Statements," Note 18—"Legal Proceedings," for additional information regarding legal proceedings, which information is incorporated herein by this reference.
Item 4.
Mine Safety Disclosures
Not applicable.

15


EXECUTIVE OFFICERS OF THE REGISTRANT
The following table and information sets forth the names of our executive officers, their current positions and offices with the Company, the date they first became executive officers of the Company, their current ages, and their principal employment during the past five years.
Name
 
Position
 
Date First Became an Executive Officer
 
Age
Edward S. Lampert
 
Chairman of the Board and Chief Executive Officer
 
2013
 
52
Jeffrey A. Balagna
 
Executive Vice President, Chief Information Officer
 
2013
 
54
Robert A. Schriesheim
 
Executive Vice President and Chief Financial Officer
 
2011
 
54
Arun D. Arora
 
Senior Vice President and President, Home Appliances and Home Services
 
2014
 
44
Kristin M. Coleman
 
Senior Vice President, General Counsel and Corporate Secretary
 
2014
 
46
Leena Munjal
 
Senior Vice President, Customer Experience and Integrated Retail
 
2013
 
38
Alasdair James
 
President and Chief Member Officer, Kmart
 
2014
 
44
Robert A. Riecker
 
Vice President, Controller and Chief Accounting Officer
 
2012
 
50
__________________
Mr. Lampert has served as Chairman of the Company's Board of Directors since 2004 and as our Chief Executive Officer since February 2013. He also is the Chairman and Chief Executive Officer of ESL Investments, Inc., which he founded in April 1988.
Mr. Balagna joined the Company as Executive Vice President and Chief Information Officer in May 2013. Prior to joining the Company, he served as the Senior Vice President and Chief Information Officer of Eli Lilly and Company, a pharmaceutical company, since February 2012. He previously served in senior positions for Carlson Companies, including President and Chief Executive Officer for Carlson Marketing Worldwide, a marketing, travel and hospitality company, which was acquired by Groupe Aeroplan, Inc. in 2009, from 2008 to September 2011, Chief Executive Officer of Carlson’s T.G.I. Friday’s and Pickup Stix casual restaurant businesses in 2008, and Executive Vice President, Chief Information Officer and Customer Technology Officer for Carlson Companies from 2005 to 2008. He previously served in senior positions for Medtronic, Inc., General Electric Company, and Ford Motor Company.
Mr. Schriesheim joined the Company as Executive Vice President in August 2011 and became Executive Vice President and Chief Financial Officer that same month. Prior to joining the Company, he served as the Chief Financial Officer of Hewitt Associates, Inc., a global human resources consulting and outsourcing company, from January 2010 to October 2010. From October 2006 to January 2010, he served as Executive Vice President and Chief Financial Officer of Lawson Software, Inc., an ERP software provider. From August 2002 to October 2006, he was affiliated with ARCH Development Partners, LLC, a seed stage venture capital fund. Before joining ARCH, Mr. Schriesheim held executive positions at Global TeleSystems, SBC Equity Partners, Ameritech, AC Nielsen and Brooke Group Ltd. Mr. Schriesheim has served as a director of Skyworks Solutions, Inc. since May 2006 and is chairman of its audit committee. He also served as a director of Dobson Communications Corp. from 2004 to 2007, a director of Lawson Software from 2006 to 2011, a director and Co-Chairman of MSC Software Corporation from 2007 to 2009 and a director of Georgia Gulf Corporation from 2009 to 2010.
Mr. Arora joined the Company in April 2014 and serves as Senior Vice President and President, Home Appliances and Home Services. Prior to joining the Company, he served in various roles at Staples, Inc., an office supply store chain, including Senior Vice President and General Manager of Global E-commerce, from June 2013 until April 2014 and Vice President and Chief Financial Officer, Americas and Treasurer of Groupon, Inc., an online marketing service providing local discounts, from February 2012 until June 2013. Mr. Arora served as Vice President, Financial Planning and Strategy of Beam Global Wine & Spirits, Inc., a premium spirits company, from June 2011 until September 2011, and as Senior Director, International Operations of 3M Company, a diversified technology company, from September 2008 until July 2011 and Senior Director, Corporate Development of 3M Company from December 2006 until September 2008. During his 23 year career, he has worked in a variety of roles

16


for Mentor Graphics, Inc., Verari Systems, Inc., Sun Microsystems, Inc., Apple Computer, Inc., Mobius Venture Capital, Credit Suisse First Boston and Goldman, Sachs & Co.
Ms. Coleman joined the Company as Senior Vice President, General Counsel and Corporate Secretary in July 2014. Prior to joining the Company, she served as Vice President, General Counsel and Secretary of Brunswick Corporation from 2009 to 2014.
Ms. Munjal was appointed to her current position in October 2012. She was appointed as Divisional Vice President, Integrated Retail and Member Experience, in July 2011 and was promoted to Vice President in June 2012. From October 2009 to June 2011, she served as Divisional Vice President, and Chief of Staff, Office of the Chairman, and served as Chief of Staff, Office of the CEO, from November 2007 to November 2009. Ms. Munjal joined Sears as Director, Information Technology, in March 2003.
Mr. James joined the Company in August 2014 and serves as President and Chief Member Officer, Kmart. Prior to joining the Company, he served in various roles at Tesco plc, a multinational grocery and general merchandise retailer, from June 2007 until August 2013, including Commercial Director Global Business Unit. From June 2001 to June 2007, he served in various roles at GSK plc, a pharmaceutical company, including Global Marketing Director. He previously served in senior positions for Visual Voyage Ltd. and PepsiCo Inc.
Mr. Riecker was appointed to his current position in January 2012. He joined the Company as Assistant Controller in October 2005 and served as Vice President and Assistant Controller from May 2007 to October 2011. From October 2011 until his election as Vice President, Controller and Chief Accounting Officer, he served as the Company's Vice President, Internal Audit.

17


PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Holdings' common stock is quoted on The NASDAQ Stock Market under the ticker symbol SHLD. There were 11,887 shareholders of record at February 28, 2015. The quarterly high and low sales prices for Holdings' common stock are set forth below.
 
Fiscal Year 2014 
 
Sears Holdings
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Common stock price
 
 
 
 
 
 
 
    High
$
51.06

 
$
45.00

 
$
40.78

 
$
48.25

    Low
$
31.26

 
$
34.88

 
$
24.10

 
$
30.70

 
 
 
Fiscal Year 2013 
 
Sears Holdings
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Common stock price
 
 
 
 
 
 
 
    High
$
54.22

 
$
60.74

 
$
66.00

 
$
67.50

    Low
$
43.72

 
$
41.84

 
$
38.88

 
$
34.21

Holdings has not paid over the two most recent fiscal years and does not expect to pay cash dividends in the foreseeable future.
Equity Compensation Plan Information
The following table reflects information about securities authorized for issuance under our equity compensation plans at January 31, 2015.
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and
rights 
 
Weighted-average
exercise price of
outstanding
options,
warrants and
rights
 
Number of securities
remaining available for
future issuance
under equity
compensation plans*
Equity compensation plans approved by security holders
 
 
5,192,251
Equity compensation plans not approved by security holders
 
 
Total
 
 
5,192,251
 
__________________
*
Represents shares of common stock that may be issued pursuant to our 2006 Stock Plan or our 2013 Stock Plan. Awards under the 2006 Stock Plan may be restricted stock awards, a grant of shares of our common stock in connection with an award made under a long-term incentive plan, or certain other stock-based awards. Awards under the 2013 Stock Plan may be restricted stock, stock unit awards, incentive stock options, nonqualified stock options, stock appreciation rights, or certain other stock-based awards. The 2013 Stock Plan also allows common stock of Holdings to be awarded in settlement of an incentive award under the Sears Holdings Corporation Umbrella Incentive Program (and any incentive program established thereunder). The shares shown consist of 367,216 shares of common stock that are available for future issuance pursuant to our 2006 Stock Plan and 4,825,035 shares of common stock that are available for future issuance pursuant to our 2013 Stock Plan. Excludes shares covered by an outstanding plan award that, subsequent to January 31, 2015, ultimately are not delivered on an unrestricted basis (for example, because the award is forfeited, canceled, settled in cash or used to satisfy tax withholding obligations).

18


Stock Performance Graph
Comparison of Five-Year Cumulative Stockholder Return
The following graph compares the cumulative total return to stockholders on Holdings' common stock from January 29, 2010 through January 30, 2015, the last trading day before the end of fiscal year 2014, based on the market prices at the last trading day before the end of each fiscal year through and including fiscal year 2014, with the return on the S&P 500 Index, the S&P 500 Retailing Index and the S&P 500 Department Stores Index for the same period. The graph assumes an initial investment of $100 on January 29, 2010 in each of our common stock, the S&P 500 Index, the S&P Retailing Index and the S&P 500 Department Stores Index. The graph further assumes reinvestment of the value of: (i) shares of Orchard Supply Hardware Stores Corporation ("OSH") on January 3, 2012, the first day OSH shares traded on NASDAQ; (ii) subscription rights to purchase shares of common stock of SHO on September 13, 2012, the ex-distribution date of the distribution of such rights to Holdings’ shareholders; (iii) common shares of Sears Canada on November 13, 2012, the distribution date of such shares to Holdings’ shareholders; (iv) shares of Lands' End on April 7, 2014, the ex-distribution date of the distribution of such shares to Holdings' shareholders; (v) subscription rights to purchase shares of common stock of Sears Canada on October 17, 2014, the ex-distribution date of the distribution of such rights to Holdings' shareholders; and (vi) subscription rights to purchase up to $625 million in aggregate principal amount of 8% senior unsecured notes due 2019 and warrants to purchase shares of Holdings' common stock on November 3, 2014, the ex-distribution date of the distribution of such rights to Holdings' shareholders.
The S&P 500 Retailing Index consists of companies included in the S&P 500 Index in the broadly defined retail sector, which includes competing retailers of softlines (apparel and domestics) and hardlines (appliances, electronics and home improvement products), as well as food and drug retailers. The S&P 500 Department Stores Index consists primarily of department stores that compete with our full-line stores.
 
Jan 29, 2010
 
Jan 28, 2011
 
Jan 27, 2012
 
Feb 1, 2013
 
Jan 31, 2014
 
Jan 30, 2015
Sears Holdings
$
100.00

 
$
81.56

 
$
48.94

 
$
59.46

 
$
45.48

 
$
52.77

S&P 500 Index
$
100.00

 
$
121.25

 
$
127.70

 
$
150.17

 
$
180.59

 
$
206.22

S&P 500 Retailing Index
$
100.00

 
$
127.17

 
$
144.23

 
$
183.31

 
$
229.62

 
$
275.74

S&P 500 Department Stores Index
$
100.00

 
$
114.69

 
$
129.70

 
$
133.71

 
$
155.15

 
$
193.50


19


Purchase of Equity Securities
During the quarter ended January 31, 2015, we did not repurchase any shares of our common stock under our common share repurchase program. At January 31, 2015, we had approximately $504 million of remaining authorization under the program.
 
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
November 2, 2014 to November 29, 2014
1,090

 
$
36.45

 

 
$

 
 
November 30, 2014 to January 3, 2015
346

 
33.31

 

 

 
 
January 4, 2015 to January 31, 2015

 

 

 

 
 
Total
1,436

 
$
35.69

 

 
$

 
$
503,907,832

__________________
(1) 
Consists entirely of 1,436 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.
The domestic credit agreement (described in Management's Discussion and Analysis of Financial Condition and Results of Operation - "Uses and Sources of Liquidity" section below) limits our ability to make restricted payments, including dividends and share repurchases, subject to specified exceptions that are available if, in each case, no event of default under the credit facility exists immediately before or after giving effect to the restricted payment. These include exceptions that require that projected availability under the credit facility, as defined, is at least 15% and an exception that requires that the restricted payment is funded from cash on hand and not from borrowings under the credit facility. The domestic credit agreement also imposes various other requirements, which take effect if availability falls below designated thresholds, including a cash dominion requirement and a requirement that the fixed charge ratio at the last day of any quarter be not less than 1.0 to 1.0.



20


Item 6.
Selected Financial Data
The table below summarizes our recent financial information. The data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 and our Consolidated Financial Statements and notes thereto in Item 8.
 
Fiscal
dollars in millions, except per share and store data
2014
 
2013
 
2012
 
2011
 
2010
Summary of Operations
 
 
 
 
 
 
 
 
 
Revenues (1)
$
31,198

 
$
36,188

 
$
39,854

 
$
41,567

 
$
42,664

Domestic comparable store sales %
(1.8
)%
 
(3.8
)%
 
(2.5
)%
 
(2.2
)%
 
(1.3
)%
Net income (loss) from continuing operations attributable to Holdings' shareholders (2)
(1,682
)
 
(1,365
)
 
(930
)
 
(3,113
)
 
122

Per Common Share
 

 
 

 
 

 
 

 
 

Basic:
 

 
 

 
 

 
 

 
 

Net income (loss) from continuing operations attributable to Holdings' shareholders
$
(15.82
)
 
$
(12.87
)
 
$
(8.78
)
 
$
(29.15
)
 
$
1.09

Diluted:
 

 
 

 
 

 
 

 
 

Net income (loss) from continuing operations attributable to Holdings' shareholders
$
(15.82
)
 
$
(12.87
)
 
$
(8.78
)
 
$
(29.15
)
 
$
1.09

Holdings' book value per common share
$
(8.93
)
 
$
16.34

 
$
25.89

 
$
40.26

 
$
78.19

Financial Data
 
 
 

 
 

 
 

 
 

Total assets
$
13,209

 
$
18,261

 
$
19,340

 
$
21,381

 
$
24,360

Long-term debt
2,900

 
2,559

 
1,579

 
1,693

 
1,872

Long-term capital lease obligations
210

 
275

 
364

 
395

 
472

Capital expenditures
270

 
329

 
378

 
432

 
426

Adjusted EBITDA(3)
(718
)
 
(487
)
 
428

 
51

 
1,085

Domestic Adjusted EBITDA(3)
(647
)
 
(490
)
 
359

 
(50
)
 
766

Number of stores
1,725

 
2,429

 
2,548

 
4,010

 
3,949

_________________
 
(1) 
We follow a retail-based financial reporting calendar. Accordingly, the fiscal year ended February 2, 2013 contained 53 weeks, while all other years presented contained 52 weeks.
(2) 
The periods presented were impacted by certain significant items, which affected the comparability of amounts reflected in the above selected financial data. For 2014, 2013 and 2012, these significant items are discussed within Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations." 2011 results include the impact of non-cash charges of $551 million related to the impairment of goodwill balances, a $1.8 billion non-cash charge to establish a valuation allowance against our domestic deferred tax assets, domestic pension expense of $46 million, store closings and severance of $225 million, mark-to-market losses of $3 million on Sears Canada hedge transactions, gain on the sale of real estate of $20 million, and hurricane losses of $7 million. 2010 results include the impact of domestic pension expense of $96 million, a $30 million charge related to store closings and severance, a gain on the sale of real estate of $28 million, mark-to-market losses of $4 million on Sears Canada hedge transactions, a tax impact of $9 million related to a dividend received from Sears Canada and a tax benefit of $13 million related to the resolution of certain income tax matters.
(3) 
See "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 for a reconciliation of this measure to GAAP and a discussion of management’s reasoning for using such measure.

21


Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
We have divided our "Management's Discussion and Analysis of Financial Condition and Results of Operations" into the following six sections:
Overview of Holdings
Results of Operations:
Fiscal Year
Holdings' Consolidated Results
Business Segment Results
Analysis of Consolidated Financial Condition
Contractual Obligations and Off-Balance Sheet Arrangements
Application of Critical Accounting Policies and Estimates
Cautionary Statement Regarding Forward-Looking Information
The discussion that follows should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8.
OVERVIEW OF HOLDINGS
Holdings, the parent company of Kmart and Sears, was formed in connection with the March 24, 2005 Merger of these two companies. We are an integrated retailer with significant physical and intangible assets, as well as virtual capabilities enabled through technology. We currently operate a national network of stores with 1,725 full-line and specialty retail stores in the United States, operating through Kmart and Sears. Further, we operate a number of websites under the Sears.com and Kmart.com banners which offer millions of products and provide the capability for our members and customers to engage in cross-channel transactions such as free store pickup; buy in store/ship to home; and buy online, return in store. We are also the home of Shop Your Way®, a free member-based social shopping platform that offers rewards, personalized services and a unique experience. Shop Your Way® connects all of the ways members shop - in store, at home, online and by phone.
Through the third quarter of 2014, we conducted our operations in three business segments: Kmart, Sears Domestic and Sears Canada. As a result of the de-consolidation of Sears Canada as described in Note 2 of Notes to the Consolidated Financial Statements, Sears Canada is no longer an operating or reportable segment. We now conduct our operations in two business segments: Kmart and Sears Domestic. The nature of operations conducted within each of these segments is discussed within the "Business Segments" section of Item 1 in this report on Form 10-K. Our business segments have been determined in accordance with accounting standards regarding the determination, and reporting, of business segments.
Our focus in 2014 continued to revolve around progressing in our transformation to a member-centric retailer that meets our members’ needs wherever, whenever and however they want to shop, which we believe will position us for enhanced growth and profitability to create long-term shareholder value. We are anticipating and adapting to the way members and customers shop by working to better understand the people we serve through data that allows us to understand not only what, but also why people buy, and then creating experiences around that. While challenging, we are making progress in our transformation, as evidenced by our improvement in profitability in the second half of the year and in our member-engagement. We are committed to our transformation of Sears Holdings from a traditional "store-only" based retailer to a more asset-light, member-centric integrated retailer.
At the core of this transformation is a change in perspective. We are shifting from being product centric to member centric; from transacting with customers to building relationships with our members; from focusing on driving our customers to our store network to building integrated retail capabilities that leverage the store network to create solutions that allow us to better serve our members. Our Member-Centric Integrated Retail model is built on the foundation provided by two separate and distinct platforms: Shop Your Way®, our membership platform, and Integrated Retail, the technology platform that connects our members to our integrated ecosystem of retail channels

22


and member touchpoints. We believe these platforms have the potential to scale across our member base and we will continue to further enhance our products and services to create a more engaging platform on which to deliver value to our members.
As we enter fiscal 2015, there are three critical areas that we are focusing on in our transformation:
Restoring profitability to our Company
Focusing on the Future: Our Best Members, Our Best Stores and Our Best Categories
Enhancing our Financial Flexibility
Restoring Profitability To Our Company
We are primarily focusing on profitability instead of revenues, market share and other metrics which relate to, but do not necessarily drive profit. This means we will be making material changes in some of the underlying business models that have been challenged for many years, such as Consumer Electronics, where we have experienced significant losses since 2010. We intend to continue to operate in most of these businesses, but with a very different approach to serving our members than in the past. This change in approach may negatively impact our sales; however, it should also reduce the risk of material profit declines. We believe that our focus on profitability will contribute to a meaningful improvement in performance in 2015 and beyond and we are seeing early signs of this progress as part of our most recent quarterly results.
Focusing on the Future: Our Best Members, Our Best Stores and Our Best Categories
We have a very substantial member base with more than 70% of sales being derived from Shop Your Way® members. We are applying our resources towards better understanding the wants and needs of Our Best Members so that we can apply these learnings towards increasing engagement and strengthening our relationships with all of our existing members. We believe that by building these relationships there is significant opportunity for growth through member retention.
As we shift from a Traditional Store Network Model to our Member-Centric Integrated Retail Model, we will focus on Our Best Stores and will continue to optimize the productivity of our space as we right-size, redeploy and highlight the value of our assets, including our substantial real estate portfolio.
Finally, we are the market leader in several of the key categories in which we do business, such as Home Appliances, Home Services and Fitness Equipment and we continue to invest in Our Best Categories to further reinforce that leadership position.
Enhancing Our Financial Flexibility
We remain focused on ensuring that we will continue to have the financial flexibility to meet all of our obligations while funding our transformation. In fiscal 2014, we raised approximately $2.3 billion from a variety of asset reconfiguration and financing activities, including the separation of Lands' End, the sale of a significant portion of our stake in Sears Canada and the issuance of Senior Unsecured Notes in November.
We are continuing our efforts to develop Sears Holdings as a membership company, without the significant asset intensity of its traditional retail business. To this end, we announced in November 2014 that we have been exploring the formation of a Real Estate Investment Trust ("REIT") to purchase some of our properties and to manage them like a pure real estate company. While we can offer no assurances that such a transaction will be consummated, we have made progress and are proceeding towards its formation and separation, which is projected to occur in May or June of this year. We are currently targeting between 200 and 300 Sears and Kmart stores to be sold to the REIT with expected proceeds to Sears Holdings in excess of $2.0 billion.
We anticipate that the REIT would enable us to continue and to accelerate many of the activities that we have been pursuing over the past several years. Specifically, we have been working to partner with other retailers and mall owners to enable us to reduce the operating footprint of our stores to smaller, but still significant spaces, while leasing part of the store to retailers who will bring increased foot traffic and relevance to our locations.

23


The completion of a REIT transaction has the potential to make a significant transformation in our capital structure, toward a structure that is more flexible, long-term oriented and less dependent on inventory and receivables. We would hope to maintain a long-term presence in each location while allowing Sears Holdings to still have the flexibility to make strategic business decisions should those locations prove unprofitable in the future. We believe that many locations can be re-purposed with or without Sears Holdings as an anchor, which would give the REIT the potential for value creation, as well as downside protection if Sears Holdings were unable to continue to operate certain stores profitably.

RESULTS OF OPERATIONS
Fiscal Year
Our fiscal year end is the Saturday closest to January 31 each year. Fiscal years 2014 and 2013 consisted of 52 weeks while fiscal year 2012 consisted of 53 weeks. Unless otherwise stated, references to years in this report relate to fiscal years rather than to calendar years. The following fiscal periods are presented in this report.
Fiscal year
Ended
 
Weeks
2014
January 31, 2015
 
52
2013
February 1, 2014
 
52
2012
February 2, 2013
 
53

24


Holdings' Consolidated Results
Holdings' consolidated results of operations for 2014, 2013 and 2012 are summarized as follows:
millions, except per share data
 
2014
 
2013
 
2012
REVENUES
 
 
 
 
 
 
Merchandise sales and services
 
$
31,198

 
$
36,188

 
$
39,854

COSTS AND EXPENSES
 
 
 
 
 
 
Cost of sales, buying and occupancy
 
24,049

 
27,433

 
29,340

Gross margin dollars
 
7,149

 
8,755

 
10,514

Gross margin rate
 
22.9
%
 
24.2
%
 
26.4
%
Selling and administrative
 
8,220

 
9,384

 
10,660

Selling and administrative expense as a percentage of revenues
 
26.3
%
 
25.9
%
 
26.7
%
Depreciation and amortization
 
581

 
732

 
830

Impairment charges
 
63

 
233

 
330

Gain on sales of assets
 
(207
)
 
(667
)
 
(468
)
Total costs and expenses
 
32,706

 
37,115

 
40,692

Operating loss
 
(1,508
)
 
(927
)
 
(838
)
Interest expense
 
(313
)
 
(254
)
 
(267
)
Interest and investment income
 
132

 
207

 
94

Other income
 
4

 
2

 
1

Loss before income taxes
 
(1,685
)
 
(972
)
 
(1,010
)
Income tax expense
 
(125
)
 
(144
)
 
(44
)
Net loss
 
(1,810
)
 
(1,116
)
 
(1,054
)
(Income) loss attributable to noncontrolling interests
 
128

 
(249
)
 
124

NET LOSS ATTRIBUTABLE TO HOLDINGS’ SHAREHOLDERS
 
$
(1,682
)
 
$
(1,365
)
 
$
(930
)
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO HOLDINGS’ SHAREHOLDERS
 
 
 
 
 
 
Diluted loss per share
 
$
(15.82
)
 
$
(12.87
)
 
$
(8.78
)
Diluted weighted average common shares outstanding
 
106.3

 
106.1

 
105.9


25


References to comparable store sales amounts within the following discussion include sales for all stores operating for a period of at least 12 full months, including remodeled and expanded stores, but excluding store relocations and stores that have undergone format changes. Domestic comparable store sales amounts include sales from sears.com and kmart.com shipped directly to customers. These online sales resulted in a benefit of approximately 120 basis points and 60 basis points, respectively, for 2014 and 2013. In addition, domestic comparable store sales have been adjusted for the change in the unshipped sales reserves recorded at the end of each reporting period, which resulted in a negative impact of approximately 10 basis points and a positive impact of 10 basis points for 2014 and 2013, respectively.
Domestic comparable store sales results for 2014 were calculated based on the 52-week period ended January 31, 2015 as compared to the comparable 52-week period in the prior year. As previously noted, fiscal 2013 was comprised of the 52-week period ended February 1, 2014, while fiscal 2012 was comprised of the 53-week period ended February 2, 2013. This one week shift had no impact on the domestic comparable store sales results reported herein due to the fact that for purposes of reporting domestic comparable store sales results for 2013, weeks one through 52 for fiscal 2013 have been compared to weeks two through 53 for fiscal year 2012, thereby eliminating the impact of the one week shift.
2014 Compared to 2013
Net Loss Attributable to Holdings' Shareholders
We recorded a net loss attributable to Holdings' shareholders of $1.7 billion ($15.82 loss per diluted share) and $1.4 billion ($12.87 loss per diluted share) for 2014 and 2013, respectively. Our results for 2014 and 2013 were affected by a number of significant items. Our net loss as adjusted for these significant items was $830 million ($7.81 loss per diluted share) for 2014 and $792 million ($7.46 loss per diluted share) for 2013. The increase in net loss for the year primarily reflected a decline in gross margin, which resulted from both a decline in revenues, as well as a decline in gross margin rate, partially offset by a decrease in selling and administrative expenses.
In addition to our net loss from continuing operations determined in accordance with Generally Accepted Accounting Principles ("GAAP"), for purposes of evaluating operating performance, we use an Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") measurement as well as Adjusted Earnings per Share ("Adjusted EPS").
Adjusted EBITDA is computed as net loss attributable to Sears Holdings Corporation appearing on the Statements of Operations excluding income (loss) attributable to noncontrolling interests, income tax expense, interest expense, interest and investment income, other income, depreciation and amortization and gain on sales of assets. In addition, it is adjusted to exclude certain significant items as set forth below. Our management uses Adjusted EBITDA to evaluate the operating performance of our businesses, as well as executive compensation metrics, for comparable periods. Adjusted EBITDA should not be used by investors or other third parties as the sole basis for formulating investment decisions as it excludes a number of important cash and non-cash recurring items.
While Adjusted EBITDA and Domestic Adjusted EBITDA are non-GAAP measurements, management believes that they are important indicators of ongoing operating performance, and useful to investors, because:
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. Adjustments to EBITDA include impairment charges related to fixed assets and intangible assets, pension settlements, closed store and severance charges, domestic pension expense, expenses associated with legal matters, transaction costs associated with strategic initiatives and other expenses, the Lands' End separation, the Sears Canada de-consolidation and the SHO separation. 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.

26


Adjusted EBITDA was determined as follows:
millions
2014
 
2013
 
2012
Net loss attributable to Holdings per statement of operations
$
(1,682
)
 
$
(1,365
)
 
$
(930
)
Income (loss) attributable to noncontrolling interests
(128
)
 
249

 
(124
)
Income tax expense
125

 
144

 
44

Interest expense
313

 
254

 
267

Interest and investment income
(132
)
 
(207
)
 
(94
)
Other income
(4
)
 
(2
)
 
(1
)
Operating loss
(1,508
)
 
(927
)
 
(838
)
Depreciation and amortization
581

 
732

 
830

Gain on sales of assets
(207
)
 
(667
)
 
(468
)
Before excluded items
(1,134
)
 
(862
)
 
(476
)
 
 
 
 
 
 
Closed store reserve and severance
224

 
130

 
140

Domestic pension expense
89

 
162

 
165

Other expenses (1)
50

 

 
12

Impairment charges
63

 
233

 
330

Pension settlements

 

 
455

Adjusted EBITDA
(708
)
 
(337
)
 
626

Lands' End separation
(10
)
 
(150
)
 
(108
)
SHO separation

 

 
(90
)
Adjusted EBITDA as defined (2)
$
(718
)
 
$
(487
)
 
$
428

 
 
 
 
 
 
Sears Canada segment
71

 
(3
)
 
(69
)
Domestic Adjusted EBITDA as defined (2)
$
(647
)
 
$
(490
)
 
$
359


(1) Consists of expenses associated with legal matters, transaction costs associated with strategic initiatives and other expenses.
(2) Adjusted for the results of the Lands' End business and SHO which were included in our results of operations prior to the respective separations.


27


Adjusted EBITDA for our segments was as follows:
 
2014
 
2013
 
2012
millions
Kmart
Sears Domestic
Sears Canada
Sears Holdings
 
Kmart
Sears Domestic
Sears Canada
Sears Holdings
 
Kmart
Sears Domestic
Sears Canada
Sears Holdings
Operating income (loss) per statement of operations
$
(422
)
$
(920
)
$
(166
)
$
(1,508
)
 
$
(351
)
$
(940
)
$
364

$
(927
)
 
$
5

$
(656
)
$
(187
)
$
(838
)
Depreciation and amortization
95

437

49

581

 
129

511

92

732

 
147

578

105

830

(Gain) loss on sales of assets
(103
)
(105
)
1

(207
)
 
(66
)
(63
)
(538
)
(667
)
 
(37
)
(261
)
(170
)
(468
)
Before excluded items
(430
)
(588
)
(116
)
(1,134
)
 
(288
)
(492
)
(82
)
(862
)
 
115

(339
)
(252
)
(476
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Closed store reserve and severance
142

55

27

224

 
89

(31
)
72

130

 
76

44

20

140

Domestic pension expense

89


89

 

162


162

 

165


165

Other expenses (1)
43

4

3

50

 




 

9

3

12

Impairment charges
29

19

15

63

 
70

150

13

233

 
10

25

295

330

Pension settlements




 




 

452

3

455

Adjusted EBITDA
(216
)
(421
)
(71
)
(708
)
 
(129
)
(211
)
3

(337
)
 
201

356

69

626

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lands' End separation

(10
)

(10
)
 

(150
)

(150
)
 

(108
)

(108
)
SHO Separation




 




 

(90
)

(90
)
Adjusted EBITDA as defined (2)
$
(216
)
$
(431
)
$
(71
)
$
(718
)
 
$
(129
)
$
(361
)
$
3

$
(487
)
 
$
201

$
158

$
69

$
428

% to revenues (3)
(1.8
)%
(2.6
)%
(3.4
)%
(2.3
)%
 
(1.0
)%
(2.0
)%
0.1
%
(1.4
)%
 
1.4
%
0.9
%
1.6
%
1.2
%

(1) Consists of expenses associated with legal matters, transaction costs associated with strategic initiatives and other expenses.
(2) Adjusted for the results of the Lands' End business and SHO which were included in our results of operations prior to the respective separations.
(3) Excludes revenues of the Lands' End business and SHO which were included in our results of operations prior to the respective separations.
These other significant items included in Adjusted EBITDA are further explained as follows:
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 goodwill balances.
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.
Domestic 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 $89 million in 2014, $162 million in 2013 and $165 million in 2012. Pension expense is comprised of interest cost, expected return on plan assets and amortization of experience losses. 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.


28


The components of the adjustments to EBITDA related to domestic pension expense were as follows:
millions
2014
 
2013
 
2012
Components of net periodic expense:
 
 
 
 
 
Interest cost
$
221

 
$
219

 
$
291

Expected return on plan assets
(247
)
 
(224
)
 
(291
)
Amortization of experience losses
115

 
167

 
165

Net periodic expense
$
89

 
$
162

 
$
165

In accordance with GAAP, we recognize on the balance sheet actuarial gains and losses for defined benefit pension plans annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement during a fiscal year. For income statement purposes, these actuarial gains and losses are recognized throughout the year through an amortization process. The Company recognizes in its results of operations, as a corridor adjustment, any unrecognized actuarial net gains or losses that exceed 10% of the larger of projected benefit obligations or plan assets. Accumulated gains/losses that are inside the 10% corridor are not recognized, while accumulated actuarial gains/losses that are outside the 10% corridor are amortized over the "average future service" of the population and are included in the amortization of experience losses line item above.
Actuarial gains and losses occur when actual experience differs from the estimates used to allocate the change in value of pension plans to expense throughout the year or when assumptions change, as they may each year. Significant factors that can contribute to the recognition of actuarial gains and losses include changes in discount rates used to remeasure pension obligations on an annual basis or upon a qualifying remeasurement, differences between actual and expected returns on plan assets and other changes in actuarial assumptions. Management believes these actuarial gains and losses are primarily financing activities that are more reflective of changes in current conditions in global financial markets (and in particular interest rates) that are not directly related to the underlying business and that do not have an immediate, corresponding impact on the benefits provided to eligible retirees. For further information on the actuarial assumptions and plan assets referenced above, see Management's Discussion and Analysis of Financial Condition and Results of Operations - Application of Critical Accounting Policies and Estimates - Defined Benefit Pension Plans, and Note 7 of Notes to Consolidated Financial Statements.

Pension settlements – In 2012, the Company amended its domestic pension plan and offered a one-time voluntary lump sum payment option in an effort to reduce its long-term pension obligations and ongoing annual pension expense. The pension settlements were funded from existing pension plan assets. In connection with this transaction, the Company incurred a charge to operations as a result of the requirement to expense the unrealized actuarial losses. The charge had no effect on equity because the unrealized actuarial losses are already recognized in accumulated other comprehensive income/(loss). Accordingly, the effect on retained earnings was offset by a corresponding reduction in accumulated other comprehensive loss.

Lands' End separation – The results of the Lands' End business that were included in our results of operations prior to the separation.

SHO separation – The results of the Sears Hometown and Outlet businesses that were included in our results of operations prior to the separation.


29


The following tables set forth results of operations on a GAAP and "As Adjusted" basis, as well as the impact each significant item used in calculating Adjusted EBITDA had on specific income and expense amounts reported in our Consolidated Statements of Operations during the years 2014, 2013 and 2012.
 
Year Ended January 31, 2015
 
 
Adjustments
 
millions, except per share data
GAAP
Domestic
Pension
Expense
Domestic Closed Store Reserve, Store Impairments and Severance
Domestic Gain on Sales of Assets
Other Expenses
Gain on Sears Canada Disposition
Domestic Tax Matters
Sears Canada Segment
Lands' End Separation
As Adjusted(1)
Gross margin impact
$
7,149

$

$
68

$

$

$

$

$
(502
)
$
(87
)
$
6,628

Selling and administrative impact
8,220

(89
)
(129
)

(47
)


(603
)
(77
)
7,275

Depreciation and amortization impact
581


(8
)




(49
)
(3
)
521

Impairment charges impact
63


(48
)




(15
)


Gain on sales of assets impact
(207
)


87




(1
)

(121
)
Operating loss impact
(1,508
)
89

253

(87
)
47



166

(7
)
(1,047
)
Interest expense impact
(313
)






5


(308
)
Interest and investment income impact
132





(70
)

(38
)

24

Other income impact
4







(4
)


Income tax expense impact
(125
)
(33
)
(95
)
33

(18
)
26

574

136

3

501

Loss attributable to noncontrolling interests impact
128







(128
)


After tax and noncontrolling interests impact
(1,682
)
56

158

(54
)
29

(44
)
574

137

(4
)
(830
)
Diluted loss per share impact
$
(15.82
)
$
0.53

$
1.48

$
(0.51
)
$
0.27

$
(0.41
)
$
5.40

$
1.29

$
(0.04
)
$
(7.81
)
(1) Adjusted for the results of the Lands' End and Sears Canada businesses which were included in our results prior to the separation/disposition.
 
Year Ended February 1, 2014
 
 
Adjustments
 
millions, except per share data
GAAP
Domestic
Pension
Expense
Domestic Closed Store Reserve, Store Impairments and Severance
Domestic Gain on Sales of Assets
Domestic Tax Matters
Sears Canada Segment
Lands' End Separation
As Adjusted(1)
Gross margin impact
$
8,755

$

$
56

$

$

$
(1,016
)
$
(616
)
$
7,179

Selling and administrative impact
9,384

(162
)
(2
)


(1,085
)
(466
)
7,669

Depreciation and amortization impact
732


(11
)


(92
)
(22
)
607

Impairment charges impact
233


(220
)


(13
)


Gain on sales of assets impact
(667
)


67


538


(62
)
Operating loss impact
(927
)
162

289

(67
)

(364
)
(128
)
(1,035
)
Interest expense impact
(254
)




1


(253
)
Interest and investment income impact
207





(187
)

20

Other income impact
2





(2
)


Income tax expense impact
(144
)
(60
)
(109
)
26

655

59

49

476

Income attributable to noncontrolling interests impact
(249
)




249



After tax and noncontrolling interests impact
(1,365
)
102

180

(41
)
655

(244
)
(79
)
(792
)
Diluted loss per share impact
$
(12.87
)
$
0.96

$
1.70

$
(0.39
)
$
6.17

$
(2.30
)
$
(0.73
)
$
(7.46
)
(1) Adjusted for the results of the Lands' End and Sears Canada businesses which were included in our results prior to the separation/disposition.

30


 
Year Ended February 2, 2013
 
 
Adjustments
 
millions, except per share data
GAAP
Domestic
Pension
Expense
Domestic Closed Store Reserve, Store Impairments and Severance
Domestic Gain on Sales of Assets
Domestic Transaction Costs
Domestic Pension Settlements
Domestic Tax Matters
Sears Canada Segment
Lands' End Separation
SHO Separation
As Adjusted(2)
Gross margin impact
$
10,514

$

$
35

$

$

$

$

$
(1,235
)
$
(606
)
$
(432
)
$
8,276

Selling and administrative impact
10,660

(165
)
(83
)

(9
)
(452
)

(1,192
)
(501
)
(343
)
7,915

Depreciation and amortization impact
830


(22
)




(105
)
(23
)
(6
)
674

Impairment charges impact
330


(35
)




(295
)



Gain on sales of assets impact
(468
)


256




170



(42
)
Operating loss impact
(838
)
165

175

(256
)
9

452


187

(82
)
(83
)
(271
)
Interest expense impact
(267
)






9



(258
)
Interest and investment income impact
94







(51
)


43

Other income impact
1







(2
)


(1
)
Income tax expense impact
(44
)
(62
)
(66
)
96

(3
)

164

32

32

33

182

Loss attributable to noncontrolling interests impact
124







(124
)



After tax and noncontrolling interest impact
(930
)
103

109

(160
)
6

452

164

51

(50
)
(51
)
(306
)
Diluted loss per share impact
$
(8.78
)
$
0.97

$
1.03

$
(1.51
)
$
0.06

$
4.27

$
1.55

$
0.48

$
(0.47
)
$
(0.48
)
$
(2.88
)
(2) Adjusted to reflect the results of the Lands' End, Sears Canada and Sears Hometown and Outlet businesses that were included in our results of operations prior to the respective separations.
We also believe that our use of Adjusted EPS provides an appropriate measure for investors to use in assessing our performance across periods, given that this measure provides an adjustment for certain significant items which may vary significantly from period to period, improving the comparability of year-to-year results and is therefore representative of our ongoing performance. Therefore, we have adjusted our results for them to make our statements more useful and comparable. However, we do not, and do not recommend that you, solely use Adjusted EPS to assess our financial and earnings performance. We also use, and recommend that you use, diluted earnings per share in addition to Adjusted EPS in assessing our earnings performance.
In addition to the significant items included in the Adjusted EBITDA calculation, Adjusted EPS includes the following other significant items which, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, and affects comparability of results.
Domestic 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. Management considers these gains on sale of assets to result from investing decisions rather than ongoing operations.
Domestic Tax Matters - In 2011, and again in 2013, 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.
Sears Canada Segment - The results of the Sears Canada business that were included in our results of operations prior to the disposition. The adjustment also includes the valuation allowance that was recorded in the third quarter of 2014 prior to the de-consolidation of Sears Canada.

31


Revenues and Comparable Store Sales
Revenues decreased $5.0 billion, or 13.8%, to $31.2 billion in 2014, as compared to revenues of $36.2 billion in 2013. Much of the decline related to actions we took during 2014 to streamline our operations and focus on our transformation into a member-centric retailer. The revenue decrease included a decrease of $1.7 billion associated with Sears Canada, which was de-consolidated in October 2014, $1.3 billion from the separation of the Lands’ End business, which was completed on April 4, 2014, and $1.3 billion in less revenue from fewer Kmart and Sears Full-line stores. Revenues in 2014 also declined as a result of lower domestic comparable store sales, which accounted for $421 million of the decline. Finally, we also experienced a revenue decline in our Home Services business during 2014, as well as a decline in delivery revenues, which when combined, accounted for $145 million of the decline and a decline in our revenues from SHO of $119 million.
Sears Canada's revenue decline of $1.7 billion was predominantly driven by the de-consolidation of Sears Canada, which occurred on October 16, 2014 and accounted for $1.3 billion of the revenue decline. Revenues also declined due to an 8.0% decline in comparable store sales, which accounted for an additional $161 million of the decline, as well as the effect of having fewer stores in operation, which accounted for $97 million of the decline. Sears Canada experienced declines in the Home Services business, which accounted for $27 million of the decline. Revenues also included a decrease of $125 million due to foreign currency exchange rates.
Domestic comparable store sales declined 1.8%, comprised of decreases of 1.4% at Kmart and 2.1% at Sears Domestic. The decline at Kmart reflects positive performance in several categories, most notably apparel and jewelry, offset by declines in the consumer electronics and grocery & household categories. Excluding the impact of the consumer electronics and grocery & household goods businesses, comparable store sales would have increased 0.8% for the year. Excluding the impact of consumer electronics, Sears Domestic comparable store sales would have decreased 0.5%, reflecting improved performance in the home appliance and mattress categories offset by declines in Sears Auto Centers, apparel and lawn & garden.
Gross Margin
Gross margin declined $1.6 billion to $7.1 billion in 2014 from $8.8 billion in 2013 due to the above noted decline in revenues, as well as a decline in gross margin rate. Gross margin for 2014 included gross margin of $87 million from the Lands' End business prior to the separation as compared to $616 million in 2013, as well as gross margin of $502 million and $1.0 billion from the Sears Canada segment in 2014 and 2013, respectively. Gross margin also included expenses of $68 million and $56 million in 2014 and 2013, respectively, related to store closings.
The gross margin rate for both Kmart and Sears Domestic for the year were impacted by transactions that offer both traditional promotional marketing discounts and Shop Your Way® points, predominantly in the first half of the year. As compared to the prior year, Kmart's gross margin rate decreased 50 basis points primarily driven by decreases in home, consumer electronics and seasonal, which were partially offset by an improvement in the apparel category. Sears Domestic's gross margin rate decreased 140 basis points in 2014 primarily driven by decreases in apparel, tools, home and consumer electronics, partially offset by an improvement in mattresses.
Selling and Administrative Expenses
Selling and administrative expenses decreased $1.2 billion to $8.2 billion in 2014 from $9.4 billion in 2013. Domestic selling and administrative decreased $682 million in 2014 and included significant items such as expenses related to our domestic pension plan, store closings and severance totaling $218 million and $164 million in 2014 and 2013, respectively, as well as expenses of $47 million in 2014 for expenses associated with legal matters, transaction costs associated with strategic initiatives and other expenses. In addition, 2014 included expenses of $77 million from the Lands' End business prior to the separation as compared to $466 million in 2013. Excluding these items, domestic selling and administrative expenses declined $394 million primarily due to decreases in payroll and advertising expenses.
Selling and administrative expenses as a percentage of revenues ("selling and administrative expense rate") were 26.3% and 25.9% for 2014 and 2013, respectively, and increased primarily as the decrease in overall selling and administrative expenses was offset by lower expense leverage due to the above noted decline in revenues.

32


Depreciation and Amortization
Depreciation and amortization expense decreased by $151 million during 2014 to $581 million and included charges of $8 million and $11 million in 2014 and 2013, respectively, taken in connection with store closings. Depreciation and amortization expense also included expense of $52 million and $114 million related to Sears Canada and the Lands' End business in 2014 and 2013, respectively. The decrease in 2014 is primarily due to having fewer assets available for depreciation.
Impairment Charges
We recorded impairment charges of $63 million and $233 million in 2014 and 2013, respectively, related to the impairment of long-lived assets. Impairment charges recorded in both years are described further in Note 13 in Notes to Consolidated Financial Statements.
Gain on Sales of Assets
We recorded total gains on sales of assets of $207 million in 2014 and $667 million in 2013, which were primarily attributable to several significant real estate transactions.
The gain on the sales of assets in 2014 included a gain of $64 million recognized on the sale of three Sears Full-line stores for which we received $106 million of cash proceeds, $13 million recognized on the sale of a distribution facility in our Sears Domestic segment for which we received $16 million of cash proceeds and a gain of $10 million recognized on the sale of a Kmart store for which we received $10 million of cash proceeds.
The gain on sales of assets in 2013 included a gain of $180 million recognized on the amendment and early termination of the leases on two properties operated by Sears Canada, for which Sears Canada received $184 million ($191 million Canadian) in cash proceeds. We also recorded a gain on sales of assets of $357 million in 2013 recognized on the surrender and early termination of the leases of five properties operated by Sears Canada, for which Sears Canada received $381 million ($400 million Canadian) in cash proceeds. Finally, gain on sales of assets in 2013 also included a gain of $67 million related to the sale of a store previously operated under The Great Indoors format, two Sears Full-line stores and two Kmart stores for which the Company received $98 million in cash proceeds.
Operating Loss
We recorded an operating loss of $1.5 billion and $927 million in 2014 and 2013, respectively. The operating loss for 2014 included expenses related to domestic pension plans, store closings, store impairments, severance, expenses associated with legal matters, transactions costs and other expenses, as well as operating loss from Sears Canada, operating income from the Lands' End business and gains on the sales of assets, which aggregated to expense of $461 million. The operating loss for 2013 included expenses related to domestic pension plans, store closings, store impairments and severance, as well as operating income from Sears Canada, operating income from the Lands' End business and gains on the sales of assets, which aggregated to operating income of $108 million. Excluding these items, we would have reported an operating loss of $1.0 billion in both 2014 and 2013.
Interest Expense
We incurred $313 million and $254 million in interest expense during 2014 and 2013, respectively. The increase is due to an increase in average outstanding borrowings in 2014.
Interest and Investment Income
We recorded interest and investment income of $132 million and $207 million during 2014 and 2013, respectively. During 2014, investment income included a gain of $70 million on the de-consolidation of Sears Canada as a result of the rights offering, as well as a gain of $35 million related to the sale of joint venture interests for which Sears Canada received $65 million ($71 million Canadian) in cash proceeds. During 2013, investment income included a gain of $163 million related to the sale of 50% joint venture interests in eight properties Sears Canada owned with The Westcliff Group of Companies, for which Sears Canada received $270 million ($297 million Canadian) in cash proceeds.

33


Income Taxes
Our effective tax rate for 2014 was 7.4% compared to 14.8% in 2013. The application of the requirements for accounting for income taxes, after consideration of our valuation allowance, causes a significant variation in the typical relationship between income tax expense and pretax income/loss. Our tax rate in 2014 continues to reflect the effect of not recognizing the benefit of current period losses in certain domestic and foreign jurisdictions where it is not more likely than not that such benefits would be realized. The 2014 rate was negatively impacted by a valuation allowance established on Sears Canada’s deferred tax assets in the third quarter, prior to de-consolidation, and increased foreign taxes in Puerto Rico resulting from a new tax law change, which became effective during the second quarter of 2014. These items were partially offset by state audit settlements and statute expirations. In addition, the 2014 rate was favorably impacted by the book to tax difference for the original issue discount relating to the $625 million 8% senior unsecured notes issued in November 2014, which resulted in the creation of a deferred tax liability through additional paid-in capital and a valuation allowance reversal through continuing operations.
2013 Compared to 2012
Net Loss Attributable to Holdings' Shareholders
We recorded a net loss attributable to Holdings' shareholders of $1.4 billion ($12.87 loss per diluted share) and $930 million ($8.78 loss per diluted share) for 2013 and 2012, respectively. Our results for 2013 and 2012 were affected by a number of significant items. Our net loss as adjusted for these significant items was $792 million ($7.46 loss per diluted share) for 2013 and $306 million ($2.88 loss per diluted share) for 2012. The increase in net loss for the year reflected a decline in gross margin, which resulted from both a decline in revenues as well as a decline in gross margin rate of 220 basis points, partially offset by a decrease in selling and administrative expenses.
Revenues and Comparable Store Sales
Revenues decreased $3.7 billion, or 9.2%, to $36.2 billion in 2013, as compared to revenues of $39.9 billion in 2012. The revenue decrease was primarily due to the effect of having fewer Kmart and Sears Full-line stores in operation, which accounted for approximately $1.1 billion of the decline, as well as lower domestic comparable store sales, which accounted for approximately $1.0 billion of the decline. Revenues for the year were also impacted by approximately $490 million attributable to the separation of SHO, which occurred in the third quarter of 2012. The prior year's first nine months, which included the separation of SHO, included revenues of approximately $1.7 billion related to SHO merchandise sales to its customers, as well as $70 million for merchandise sold to SHO for resale which occurred after the separation. The first nine months of 2013, included revenues from SHO of approximately $1.3 billion, primarily related to merchandise sold to SHO for resale. Fiscal 2012 also benefited from approximately $500 million of revenue attributable to the 53rd week. Sears Canada had a 2.7% decline in comparable store sales during 2013, which accounted for approximately $85 million of the decline. In addition, Sears Canada revenues experienced declines in 2013 of approximately $150 million as a result of a new licensing arrangement related to the Sears Home Improvements Product Services ("SHIPS"), and approximately $70 million due to the closure of four Full-line stores in Sears Canada that occurred in 2012. Finally, Sears Canada revenues in 2013 included a decrease of $157 million due to foreign currency exchange rates.
Domestic comparable store sales declined 3.8%, comprised of decreases of 3.6% at Kmart and 4.1% at Sears Domestic. The decline at Kmart reflects declines in a majority of categories, most notably grocery & household, consumer electronics, drugstore and toys. The decline at Sears Domestic reflects decreases in most categories including the home appliances, consumer electronics, tools and lawn & garden categories, as well as declines at Sears Auto Centers, partially offset by increases in the home and footwear categories.
Gross Margin
Gross margin declined $1.8 billion to $8.8 billion in 2013 from $10.5 billion in 2012 due to the above noted decline in revenues, as well as a decline in gross margin rate. Gross margin included significant items, as noted in our Adjusted Earnings Per Share tables, which aggregated to $1.6 billion and $2.2 billion in 2013 and 2012, respectively. Excluding these items, gross margin decreased $1.1 billion.

34


The gross margin rate for both Kmart and Sears Domestic for the year were impacted by transactions that offer both traditional promotional marketing discounts and Shop Your Way® points. As compared to the prior year, Kmart's gross margin rate for 2013 declined 170 basis points, with decreases experienced in a majority of categories, particularly apparel and grocery & household. Sears Domestic's gross margin rate declined 260 basis points in 2013 due to selling merchandise to SHO at cost pursuant to the terms of the separation as expected and previously disclosed, which accounted for approximately 120 basis points of the decline. Sears Domestic experienced margin decreases in the home appliance and apparel categories. Sears Canada's gross margin rate declined 190 basis points in 2013 due to an increase in inventory reserve requirements.
Selling and Administrative Expenses
Selling and administrative expenses decreased $1.3 billion to $9.4 billion in 2013 from $10.7 billion in 2012 and included significant items which aggregated to $1.7 billion and $2.7 billion in 2013 and 2012, respectively. Excluding these items, selling and administrative expenses declined $246 million primarily due to a decrease in payroll expense.
Selling and administrative expense rates were 25.9% and 26.7% for 2013 and 2012, respectively, and decreased primarily as the decrease in overall selling and administrative expenses, was partially offset by lower expense leverage due to the above noted decline in revenues.
Depreciation and Amortization
Depreciation and amortization expense decreased by $98 million during 2013 to $732 million and included significant items which aggregated to $125 million and $156 million in 2013 and 2012, respectively. The overall decrease in expense in 2013 is primarily due to having fewer assets available for depreciation.
Impairment Charges
We recorded impairment charges of $233 million and $330 million in 2013 and 2012, respectively, related to the impairment of long-lived assets and goodwill, which included impairment charges of $13 million and $295 million, respectively, from Sears Canada. During 2012, we recorded impairment charges of $295 million related to the impairment of goodwill at Sears Canada. Impairment charges recorded in both years are described further in Notes 12 and 13 in Notes to Consolidated Financial Statements.
Gain on Sales of Assets
We recorded total gains on sales of assets of $667 million in 2013 and $468 million in 2012, which were primarily attributable to several real estate transactions.
The gain on sales of assets in 2013 included a gain of $180 million recognized on the amendment and early termination of the leases on two properties operated by Sears Canada, for which Sears Canada received $184 million ($191 million Canadian) in cash proceeds. We also recorded a gain on sales of assets of $357 million in 2013 recognized on the surrender and early termination of the leases of five properties operated by Sears Canada, for which Sears Canada received $381 million ($400 million Canadian) in cash proceeds. Finally, gain on sales of assets in 2013 also included a gain of $67 million related to the sale of a store previously operated under The Great Indoors format, two Sears Full-line stores and two Kmart stores for which the Company received $98 million in cash proceeds.
The gain on sales of assets in 2012 included a gain of $223 million recognized on the sale of eleven (six owned and five leased) Sears Full-line store locations to General Growth Properties for $270 million in cash proceeds, and a gain of $163 million recognized on the surrender and early termination of the leases on three properties operated by Sears Canada, under an agreement with The Cadillac Fairview Corporation Limited for which Sears Canada received $171 million ($170 million Canadian) in cash proceeds. Gain on sales of assets recorded in 2012 also included a gain of $33 million related to the sale of a store operated under The Great Indoors format, one Sears Full-line store and one Kmart store.

35


Operating Loss
We recorded an operating loss of $927 million and $838 million in 2013 and 2012, respectively. Operating loss included significant items which aggregated to operating income of $108 million and operating expense of $567 million in 2013 and 2012, respectively. Excluding these items, operating loss increased $764 million in 2013 compared to 2012 primarily due to the above noted declines in revenues and gross margin rate, which were partially offset by a decline in selling and administrative expenses.
Interest Expense
We incurred $254 million and $267 million in interest expense during 2013 and 2012, respectively. The decrease is due to a lower average interest rate on outstanding borrowings in 2013.
Interest and Investment Income
We recorded interest and investment income of $207 million and $94 million during 2013 and 2012, respectively, which included interest and investment income of $187 million and $51 million, respectively, from Sears Canada. During 2013, Sears Canada's investment income included a gain of $163 million related to the sale of 50% joint venture interests in eight properties Sears Canada owned with The Westcliff Group of Companies, for which Sears Canada received $270 million ($297 million Canadian) in cash proceeds.
Income Taxes
Our effective tax rate for 2013 was 14.8% compared to 4.4% in 2012. Our tax rate in 2013 continues to reflect the effect of not recognizing the benefit of current period losses in certain domestic jurisdictions where it is not more likely than not that such benefits would be realized. The 2013 rate was impacted unfavorably by an additional valuation allowance on state separate entity deferred tax assets and favorably for the lower tax on the Sears Canada gain on sales of assets, federal and state tax audit settlements and statute expirations. In addition, the 2013 rate included a partial tax benefit on the loss from continuing operations, which was exactly offset by income tax expense on other comprehensive income.
Business Segment Results
Kmart
Kmart results and key statistics were as follows:
millions, except number of stores
2014
 
2013
 
2012
Merchandise sales and services
$
12,074

 
$
13,194

 
$
14,567

Comparable store sales %
(1.4
)%
 
(3.6
)%
 
(3.7
)%
Cost of sales, buying and occupancy
9,513

 
10,329

 
11,158

Gross margin dollars
2,561

 
2,865

 
3,409

Gross margin rate
21.2
 %
 
21.7
 %
 
23.4
 %
Selling and administrative
2,962

 
3,083

 
3,284

Selling and administrative expense as a percentage of total revenues
24.5
 %
 
23.4
 %
 
22.5
 %
Depreciation and amortization
95

 
129

 
147