Sears Holdings

Sears Holdings Corporation

Type	Public
Traded as	NASDAQ: SHLD
Industry	Retailing
Founded	2005[1]
Headquarters	Hoffman Estates, Illinois, United States
Area served	United States Mexico Puerto Rico (US)
Key people	Edward Lampert (Chairman & CEO)
Revenue	US$ 25.146 B (2015)[1]
Operating income	US$ −1.0 B (2015)[1]
Net income	US$ −1.129 B (2015)[1]
Total assets	US$ 11.337 B (2015)[1]
Total equity	US$ −1.963 B (2015)[1]
Number of employees	178,000 (2016)[1]
Subsidiaries	Sears Kmart KCD IP Shop Your Way MetaScale Fit Studio A&E Factory Repair
Website	searsholdings.com

Sears Holdings Corporation is an American holding company headquartered in Hoffman Estates, Illinois. It is the owner of retail store brands Sears and Kmart, and was founded after the latter purchased the former in 2005.^[2] Sears Holdings owns the brands Craftsman, Kenmore, and DieHard. Sears Holdings operates 3,472^[1][3] retail locations under the mastheads of Sears, Kmart, and their subsidiaries, such as auto centers and pharmacies. As of 2014, it is the 18th largest retailer in the United States.^[4]

History

Founding

On November 17, 2004, Kmart Holdings Corporation announced its intention to purchase Sears, Roebuck and Co. The new corporation announced that it would continue to operate stores under both the Sears and Kmart brands. The merger of Kmart and Sears closed on March 24, 2005, following affirmative shareholder votes of both companies. Sears Holdings now operates Sears and Kmart stores. The company continues to market products under brands held by both companies.

The two companies cited several reasons for combining forces:

• Sears had begun investing in new, larger off-mall stores, called Sears Grand. Earlier in the year, Sears had purchased dozens of current Super Kmart locations; the merger permitted the combined company to accelerate that process.
• Proprietary brands held by both companies could be made more accessible to their target demographics by leveraging their combined real estate holdings. This was estimated to be an expected $200 million a year in revenue synergies.
• At least $300 million a year in cost savings was expected annually, particularly in the supply chain and in administrative overhead.
• The establishment of a shared customer-focused corporate culture between the two companies was estimated to yield improvements in revenue per unit area.
• Preservation of two brands after the merger was intended to allow Sears Holdings to continue focusing on different customer demographics, without alienating either group.

The company is directed by a board of directors composed of members from the two companies: seven members from Kmart's board, and three from Sears. Shareholders in the Kmart Corporation received one share in the new company. Shares of Sears, Roebuck and Company stock were converted into a combination of 55 percent stock and 45 percent cash (at $50 a share). Stockholders had a choice of receiving either stock or cash, subject to the predefined ratio.

The merger was completed on March 24, 2005, after receiving regulatory approval from the government and approval by shareholders of both companies.

2000s

The exterior of a typical Sears Essentials store.

Sears Holdings continues to operate stores under the Sears and Kmart mastheads. In 2005, Sears introduced a new store format called Sears Essentials; some Kmart stores were converted to Sears Essentials, as well as a few locations that were acquired from Walmart and several bankrupt discount retailers. The new store format combined the Sears store concept with the Kmart format, which was supposed to help the company better compete with Walmart and Target. The project has since been resigned, and merged with the Sears Grand concept.

Sears Holdings has begun cross-selling merchandise between its two brands. For example, Craftsman tools are now available in Kmart stores; they were previously exclusive to the Sears brand. However, Martha Stewart brand paint colors are now no longer available at Sears.

Sears Holdings currently owns 51 percent of Sears Canada,^[5] a large department store chain in Canada similar to the U.S. stores. At one point it owned as much as 92% of the Canadian company,^[6] but it failed in 2006 to buy the remainder of Sears Canada that it did not own because Bill Ackman took a 17.3 percent stake in it and prevented any takeover. He accepted to sell his stake at $30 a share on April 23, 2010.

Sears Holdings also owns 20 percent of Sears Mexico; Carlos Slim owns the other 80 percent. Like Target stores, Kmart-branded stores in Australia belong to Wesfarmers (which acquired former owners Coles Group in 2007); Wesfarmers also holds the rights to the Kmart brand in New Zealand.

In 2005, Sears Holdings sold a stake in hardware chain Orchard Supply Hardware to private equity firm Ares Management. On December 14, 2011, Sears Holdings announced that it would spin off its remaining holdings in Orchard Supply to shareholders effective December 30, 2011.^[7]

In November 2006, speculation rolled around as The Chicago Sun Times reported that Sears may buy Safeway, Home Depot, Gap, BJ's Wholesale Club, Radio Shack, Pep Boys, and Anheuser-Busch.^[8] The Washington Post, in a March 11, 2007, article, described the current Sears as a hedge fund with money being diverted from the maintenance and improvement of stores to non-retail financial investments. A former executive was quoted as saying the company faced an "uncertain future". Surprisingly, a third of pre-tax income in the third quarter of 2006, according to The Washington Post, was due to financial trades not the retail business. However, these investments performed poorly in the fourth quarter.^[9]

In 2007, the company placed its three major brands in KCD IP, a "separate, wholly owned, bankruptcy-remote subsidiary". KCD stands for the three brands: Kenmore, Craftsman, DieHard. KCD IP then issued $1.8 billion in bonds that were sold to Sears' insurance subsidiary based in Bermuda. Sears would thus pay KCD for use of the three brands' trademarks.^[10]

On December 14, 2007, the company submitted a draft merger agreement to buy Restoration Hardware for $6.75 a share. Sears already owned 13.7 percent of the company.^[11] That offer was withdrawn after Restoration's shares tumbled and a competing bid from private equity firm Catterton Partners was lowered to $4.50 per share. On February 28, Sears Holdings made an offer of $4.55 a share.

In June 2008, Sears launched Servicelive.com, which was intended to connect Sears customers with local contractors for home improvement projects. The site charges 10 percent of the contract price for each completed service, and offers more than 40,000 contractors. Servicelive.com was redesigned in March 2010.^[12] In 2010, Dennis Stemmle was appointed president of the division.

2010s

On February 22, 2010, the Sears Automotive business launched a new Independent Sears Auto Center franchise program that offers automobile dealers the opportunity to operate licensed Sears Auto Centers. The Coleman Auto Group of East Windsor, New Jersey, is the first dealership and is expected to open a Sears auto center in March 2010.^[13]

The company has faced consistent quarters of decline since the merger of Sears, Roebuck and Co. and Kmart Corp. Since 2005, the first year of results for the merged company, its income plunged 84 percent from $858 million, or $6.17 per diluted share.^[14] Eddie Lampert has held the title of chairman of Sears Holdings over the period of decline. The first quarter of 2011 did not appear any better, with the company posting a net loss of $170 million, or $1.58 a share, for the quarter ended April 30. Some industry analysts feel the heart of the problem is Eddie Lampert's "penny-pinching" cost-savings by stifling investment into stores. Instead the company has been buying back stock and increasing its presence online.^[15]

On December 27, 2011, after poor holiday sales, the company announced 100 to 120 Sears and Kmart stores would close.^[16]

On February 23, 2012 Sears Holdings Corp. announced it is closing all nine "The Great Indoors" stores.^[17]

On December 6, 2013 Sears Holding Corp. announced that it will spin off Lands' End catalog business as a separate company by distributing stock to the retailer's stockholders.^[18] Lands' End stock began trading on the NASDAQ on April 7, 2014.^[19]

Sears Holdings is planning to spinoff 235 of its properties into a new REIT. The REIT will be called Seritage Growth Properties. The package of properties is backed by a $925 million loan from JP Morgan Chase Bank. The 235 properties amount to a total of 37.1 million square feet of space. The stores are mainly Sears and Kmart locations spread across the country and Puerto Rico.^[20] The strategy of department stores converting their real estate holdings into REITs has been a well-used in the current commercial real estate environment.^[20]

Corporate affairs

Subsidiaries

Current

• Kmart is a chain of discount stores that are usually free-standing or located in strip malls. They carry electronics, music, movies, bedding, household hardware, sporting goods, clothing, toys, jewelry, office supplies, health and beauty products, home decor, and a limited selection of food items. Many stores also have a garden center, a Jackson Hewitt tax center, a pharmacy, and usually a K-Cafe or a deli serving Nathan's Hot Dogs and pizza. As of January 31, 2016, thera are a total of 934 Kmart stores, averaging 95,000 sq ft (8,800 m²). Kmart stores range from 80,000 to 110,000 sq ft (7,400 to 10,200 m²). Some of these stores were converted into Super Kmart, and most of them were converted into Big Kmart. Urban multilevel variants of a Kmart store are located in Middle Village, Queens, New York; and Southbury, Connecticut. The world's largest Kmart store is located in Guam.
• Big Kmart is a chain of discount stores that carry everything a regular Kmart carries, but with an emphasis on home decor, children's clothing, and more. They also carry a limited assortment of pantry items, canned goods, cereals, etc. they have refrigerated cases that sell milk, a very limited assortment of cheese and lunch meat, hot dogs, etc.; however, they do not feature a bakery, a delicatessen, or fresh seafood. Big Kmart stores range from 84,000 to 120,000 sq ft (7,800 to 11,100 m²). Big Kmart stores also feature a garden center, a pharmacy, a branch of a local bank, a Jackson Hewitt tax center, an Olan Mills portrait studio, an arcade, a K-Cafe or Little Caesars Pizza station, and sometimes a Kmart express gas station. Since the merger with Sears, many stores have been rebranded simply to Kmart.
• Kmart SuperCenter is a chain of hypermarkets that carry everything a regular Kmart carries, but also have a full grocery section with meat and poultry, baked goods, a delicatessen, garden produce, and fresh seafood. Kmart SuperCenter stores range from 140,000 to 190,000 sq ft (13,000 to 18,000 m²). These stores are also known as Super Kmart. SuperCenter stores also feature a garden center, a video rental store, a branch of a local bank, an arcade, a portrait studio, a Jackson Hewitt tax center, a pharmacy, and usually a deli cafe or Little Caesars Pizza station. Several also include Kmart Express gas stations, and most had an auto center. As of 2016, one Kmart SuperCenter is still open, averaging 145,000 sq ft (13,500 m²)^[1][21] Most of them were closed during the two rounds of closures in 2002 and 2003, and 20 had their groceries taken out, converting them into Kmart locations. Some of the surviving Super Kmarts were those in regions without a strong Walmart presence, including Ohio and Michigan. A typical Supercenter sells around 30 million dollars of merchandise during one fiscal year.
• K Fresh is a new format that was implemented in several Super Kmart locations including Chillicothe, Ohio and a location in Pennsylvania. This new format takes out the fresh meat, deli, seafood, and fresh bakery departments and replaces it with trucked in items in those categories. Along with an expanded pantry department. Also the 24-hour format was discontinued in favor of closing at 11 pm.
• mygofer is an on-line and brick-and-mortar retail concept launched in spring of 2009, proposing to make shopping better and life easier by offering its customers the benefits of online shopping, paired with the convenience of a storefront.^[22][23]

An older Sears exterior with newer signage.

• Sears Full-Line is a chain of department stores that are usually located in shopping malls. There are a few freestanding locations. These stores carry clothing, jewelry, home appliances, household hardware, lawn and garden supplies, lawn mowers, paint, sporting goods, automobile repair, office supplies, electronics and school supplies. Sears stores are usually multi-level. There are 697 full-size Sears stores in the United States, averaging 138,000 sq ft (12,800 m²).^[1] There are also 301 Sears locations in Canada and 66 in Mexico.^[24] The largest Sears Full-Line Store was located at the Toronto Eaton Centre in Canada, but it closed it doors on February 23, 2014.^[25]
• Sears Grand is a chain of hypermarkets typically located away from shopping malls. Many Sears Grand locations are retrofit remodels of existing Kmart stores. They carry everything a Sears department store carries, plus health and beauty products, a pharmacy, toys, baby care, cleaning supplies, home décor, pet food, cards and party supplies, books, magazines, music, movies, and a selection of groceries which is limited mostly to dry goods. Sears Grand stores range from 165,000 to 210,000 square feet (15,300 to 19,500 m²).^[26] The first Sears Grand opened at Jordan Landing in West Jordan, Utah in 2003. At 225,000 square feet (20,900 m²), the Jordan Landing store is currently the largest in the chain. There are currently 8 Sears Grand locations.^[1]
• Sears Home Services is a division of Sears that specializes in appliance repair, lawn and garden services, HVAC service, as well as most in home services. Sears Home Services can also do repair on small appliances in-store.
• Sears PartsDirect is a chain of lawn-and-garden equipment and appliances parts stores. Some stores, branded as Sears Parts and Repair Centers, feature a carry-in point for customers to bring merchandise in that needs to be repaired either in- or out-of- warranty.
• Sears Vacations is a licensed business partner of Sears Holdings Corporation, founded in February 2012 in conjunction with International Cruise & Excursions, Inc. Sears Vacations functions as an online travel agency that provides online and telephone based booking services for Sears customers through the SearsVacations.com website. Among the travel services provided Sears Vacations offers Cruises, Resorts, Hotels, Tours, Guided Vacations, Rental Cars, Airline Tickets, Shore Excursions, Vacation Rentals, and Travel Insurance.^[27]
• A&E Factory Service is a joint venture held by Whirlpool and Sears Holdings.^[28] A&E Factory Service is a network of mobile service vans with a long history of performing appliance repairs.^[29]

Former

• Lands' End – Aside from carrying the Lands' End clothing line at 222 "store within a store" departments inside Sears domestic broad-line locations, Sears Holdings also operated fourteen Lands' End stores that exclusively carry Lands' End clothing. These stores are located in outlet malls and regular malls.
• Sears Essentials, a chain of department stores that are located away from shopping malls (free-standing), carries everything a regular Sears carries, plus health and beauty products, toys, baby care, cleaning supplies, home décor, pet food, cards and party supplies, books, magazines, music, films, and a limited amount of food items. Sears Essentials stores are between 70,000 and 100,000 square feet (6,500 to 9,300 m²).^[30] These stores are essentially Sears-Kmart hybrid stores. Many Sears Essentials feature a Little Caesars Pizza Station and a pharmacy. Sears Essentials currently has a pilot program wherein some stores have had the Kmart merchandise (food, health/beauty, stationery, cleaning supplies) removed, Sears merchandise assortment expanded, and the "Essentials" part of the name removed and replaced with the "Grand" name.^[31]
• Sears Hometown (formerly Sears Dealer Store) is a chain of smaller stores that are operated as a store where the proprietor owns or leases the real estate while Sears Holdings handles the marketing and owns the inventory, and there are no franchising fees levied against the store proprietor. These stores are usually located in smaller markets that do not support full-sized Sears. They are signed as Sears and are usually free-standing or located in strip malls. They primarily concentrate on hardware, appliances and lawn-and-garden supplies. This was originally intended as a replacement to the now-discontinued Sears Catalog. There are 180 dealer stores in Canada. Sears announced in 2012 it would spin off Sears Outlet and Hometown Stores into a new company called Newco.
• Sears Appliance & Hardware is a chain of hardware stores that carry the whole line of Sears hardware and are usually free-standing or located in strip malls. Typically these stores are about 25,000 square feet (2,300 m²). In 2005 and 2006, some of these locations closed due to their proximity to, and therefore competition with, nearby Sears department stores.
• Sears Outlet an outlet version of Sears department stores located in various retail locations across the U.S. and Canada. The stores carry new, one-of-a-kind, out of carton, discontinued, used, scratched and dented merchandise at twenty to sixty percent off regular retail price. While a wide variety of products are available, appliances make up a large majority of available merchandise. There are eleven outlet stores across Canada (with one as a liquidation center). Sears announced in 2012 it would spin off Sears Outlet and Hometown Stores into a new company called Sears Hometown and Outlet Stores.
• The Great Indoors was a chain of free-standing home-décor stores that carry high-end appliances, bedding, and kitchen-and-bath fixtures. The Great Indoors also offered custom kitchen and bathroom design services. The Great Indoors stores were 130,000 square feet (12,000 m²). On February 23, 2012 Sears Holdings Corp. announced it is closing all nine The Great Indoors stores.^[17]
• Orchard Supply Hardware is a chain of free-standing hardware stores that carry home repair, hardware products and lawn and garden supplies. It began as an independent business in 1931, was purchased by Sears in 1996, and was spun off from Sears in January 2012.

Exclusive brands

Alphaline – television accessories & wall mounts, headphones, cables & cases, Wii accessories Attention – branded misses clothing and jewelry Bongo – branded teen clothing Canyon River Blues – branded clothing for all Celestial Star – branded International Gemological Institute-certified diamond fine jewelry Companion – tools (economy tools, non-lifetime warranty) Covington – branded men's and misses clothing and footwear Craftsman – tools and men's clothing Craftsman Home-N-Shop – wet/dry vacuums DieHard – auto, marine, tractor batteries and work boots Dream Out Loud; teen clothing collection by actress Selena Gomez Dunlap – discontinued economy-priced tool brand Easy Living – interior paint, primers, and accessories (not sold anymore) Evolv – tools (economy tools, limited warranty) Galaxy – branded discount appliances Hydro-Glass – jet pumps Kenmore Appliances – appliances Kardashian Kollection (2012) Kromedge (1955–1991) – tools with super-hard chrome plating J.C. Higgins (1907–1964) – discontinued sporting-goods brand Jaclyn Smith – branded clothing and home decor Joe Boxer – branded underwear and home decor Lands' End – branded upscale clothing and home decor Latina Life – branded misses clothing and jewelry LXI – discontinued electronics brand

MAPP – gas torch kits Muzzler – car mufflers Parallel – branded misses clothing PENSKE – automotive testing equipment, automotive filters and parts Personal Identity – branded juniors clothing Promise Your Love – branded diamond fashion, diamond bridal, and lab created pink sapphire and ruby fine jewelry Protron – branded discount electronics Route 66 – branded clothing Sears – Sears-branded tools and automotive parts Sears-O-Pedic – high end mattresses made by Serta Sears Tires – includes The Road Handler, Guardsman, Dynaglass, DynaPly, Silent Guard, Sears Crusader, Dyna-Sport, Superwide Sesame Street –branded clothing Simply Love – branded diamond solitaire fine jewelry The SteadyRider – automotive shock absorbers Structure – branded young men's clothing (label originally part of what is now the Express chain, purchased by Sears in 2003) Ted Williams Brand (1961–1970s) – sporting and recreation goods Thom McAn shoes Toughskins – branded clothing Two Hearts – branded maternity clothing Ty Pennington style // sTYle – home decor Weatherbeater – exterior paint, primers, and accessories (not sold anymore Winnie the Pooh – branded children's clothing

Sponsorships

The company sponsors, through the Sears Auto Centers, the Formula Drift Darren McNamara Sears/Falken Saturn Sky drift car. It sponsored the NASCAR Truck Series, using the Craftsman brand as the title sponsor, from the series' inception in the 1995 NASCAR SuperTruck Series presented by Craftsman to the 2008 season, when the agreement ended.^[32] Craftsman tools remain the official tools of NASCAR. The company sponsored the television series Extreme Makeover: Home Edition. It sponsors and currently has naming rights to the Sears Centre, an 11,000-seat multi-purpose family entertainment, cultural and sports center, constructed in 2006 and location in Hoffman Estates. The company also sponsored the PBS television series Mister Rogers' Neighborhood, under the name The Sears-Roebuck Foundation from 1968 until 1991. It sponsored the #10 Gillett Evernham Motorsports car of Scott Riggs for the September 2, 2007, running of the Sharp AQUOS 500 at California Speedway through its Sears Auto Center branch. However, Riggs failed to qualify for the event. In 2016, Craftsman became the title sponsor of the World Racing Group, World of Outlaws Sprint car racing series.^[33]

Diversity

• The company received a 100% rating on the 2012 Corporate Equality Index published by the Human Rights Campaign,^[34] for the seventh year in a row.
• It was named one of the 100 Best Companies for Working Mothers in 2004 by Working Mothers magazine.^[35]
• The company was named as one of the Best Places to Work for LGBT Equality published by the Human Rights Campaign,^[36] for 2009.

Controversy

It is the target of an Industrial Workers of the World campaign to get the company to stop advertising through Havas' MPG. The union has been protesting outside of Kmart stores.^[37] Sears Holding has not commented publicly about the matter.

See also

• Kmart Australia
• Sears Canada
• Sears (Mexico)
• In the Matter of Sears Holdings Management Corporation

References

1. "2015 Form 10-K, Sears Holding Company" (PDF). Sears Holdings.
2. Barbash, Fred; Barbaro, Michael (November 17, 2004). "Sears, Kmart To Merge in $11B Deal". The Washington Post. Retrieved May 23, 2010.
3. "Sears future may include slimmed down stores". Chicago Tribune. Retrieved 2015-12-13.
4. . National Retail Federation.
5. "Are Sears Canada's days numbered? Poor results could have U.S. retailers circling soon".
6. . BusinessWeek.
7. "Sears Holdings Press Releases". Searsholdings.com. Retrieved 2012-03-08.
8. "Sears May Have Eye on Safeway". Chicago Sun-Times.
9. "Risky Side of Sears: Retailer Is Recast as a Hedge Fund, as Sales and Stores Decline, Chairman Focuses on Investment"]. The Washington Post. March 11, 2007.
10. "The New Alchemy At Sears". BusinessWeek. April 16, 2007. Retrieved 4 August 2011.
11. "Sears Takes 13.7% Stake in Restoration Hardware". finanznachrichten.de.
12. Much, Marylin (March 18, 2010). "Sears Updates Its Online Marketplace ServiceLive.com". Investor's Business Daily. Retrieved April 13, 2010.
13. "Sears Starts Auto Center Franchise Program". February 22, 2010. Retrieved February 23, 2010.
14. "'Twin Titanics' or Turnaround – Which Way Are Sears and Kmart Headed?". May 5, 2011. Retrieved May 30, 2011.
15. Jones, Sandra M. (May 19, 2011). "Sears Holdings Posts $170 Million Loss in 1st Quarter". Chicago Tribune. Retrieved May 30, 2011.
16. "More than 100 Sears, Kmart stores to close". News & Record. Associated Press. 2011-12-27. Retrieved 2011-11-27.
17. Sandra M. Jones. "Sears closing all nine Great Indoors stores". Chicago Tribune. Retrieved 23 February 2012.
18. Hadley Malcolm, "Sears to spin off Lands' End business," USA Today, December 6, 2013.
19. Associated Press, "Lands' End Starts Trading as Public Company," ABC News, April 7, 2014.
20. "Sears Retains Right To Exit Nearly Half of its Store Space in REIT Spinoff - CoStar Group". www.costar.com. Retrieved 2015-12-13.
21. Kmart At A Glance
22. . mygofer.com.
23. . suburbanchicagonews.com.
24. "Sears History". Searsmedia.com. Retrieved 2010-01-01.
25. "News & Events - CF Toronto Eaton Centre".
26. "Sears Grand Fact Sheet". Searsmedia.com. Retrieved 2009-07-17.
27. "Sears Vacations Homepage". searsvacations.com. Retrieved 2016-03-29.
28. "This Week in Consumer Electronics, "Whirlpool Bears First Fruits Of Maytag Merger At Home Depot". This Week in Consumer Electronics. October 9, 2006.
29. Yard and Garden, Filling the Gap: Now That Home Centers are 'Servicing What They Sell,' Where Do Dealers Fit into This Rapidly Changing Retail Channel?; Profitably Running Your Service Department. Yard and Garden. March 2005.
30. "Sears Essentials Fact Sheet". Sears.
31. "Sears Ditches Sears Essentials Name". Crain's Chicago Business.
32. "Craftsman Dropping Sponsorship of NASCAR Truck Series". The Kansas City Star. December 4, 2007.
33. User, Super. "World of Outlaws Craftsman Sprint Car Series - Sponsors".
34. .
35. .
36. .
37. "False Advertising? MPG Lays Off Workers While Profits Grow". Industrial Workers of the World. 19 June 2009. Retrieved 3 January 2014.

Further reading

• Katz, Donald R. (1987) The Big Store – Inside the Crisis and Revolution at Sears Viking Press (New York City)
• Martinez, Arthur C. (2001) The Hard Road to the Softer Side: Lessons from the Transformation of Sears Crown Business (New York City)
• Stevenson, Katherin Cole, and Jandl, H. Ward, (1995) Houses By Mail: A Guide to Houses from Sears, Roebuck and Company John Wiley & Sons; Hoboken, New Jersey
• Turner, Marcia L. (2003) Kmart's Ten Deadly Sins – How Incompetence Tainted an American Icon John Wiley & Sons; Hoboken, New Jersey

External links

• Official website,
• sears.com, Sears's official website
• kmart.com, Kmart's official website
• searshomeservices.com, Sears Home Services's official website
• searspartsdirect.com, Sears PartsDirect's official website
• Company presentation about the merger
• CNN Money article announcing the Kmart-Sears merger