Sears Holdings announces that Bruce R. Berkowitz to step down from its board of directors

HOFFMAN ESTATES, Ill., 2017-Oct-18 — /EPR Retail News/ — Sears Holdings Corporation (NASDAQ: SHLD) today (Oct. 16, 2017) announced that Bruce R. Berkowitz has decided to step down from the company’s board of directors, effective October 31, 2017. Mr. Berkowitz joined the board of Sears Holdings in February 2016.

“On behalf of the board of directors and management, I want to thank Bruce for his long-term commitment and investment in Sears Holdings. His leadership, guidance and counsel as a board member have been invaluable to our company,” said Edward S. Lampert, Chairman and CEO of Sears Holdings.

“It has been a pleasure to serve on the board of Sears Holdings and work closely with Eddie and the rest of the leadership team. I wish the company and its associates all the best as Sears Holdings continues to execute on its strategic priorities,” said Mr. Berkowitz.

Mr. Berkowitz serves as the Chief Investment Officer of Fairholme Capital Management, LLC, an investment adviser registered with the SEC, and is the President and a Director of Fairholme Funds, Inc., a SEC-registered investment company.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

NEWS MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371

SOURCE: Sears Holdings Corporation

Sears Holdings launches Kenmore products on Amazon.com

  • Agreement with Amazon.com expands the reach of the Kenmore brand
  • Customers can now control their Kenmore Smart home appliances with Amazon Alexa
  • Kenmore Smart air conditioners integrated with Alexa are now available on Amazon.com

HOFFMAN ESTATES, Ill., 2017-Jul-21 — /EPR Retail News/ — Sears Holdings (NASDAQ: SHLD) announced today (Jul 20, 2017) the launch of Kenmore products on Amazon.com, as well as the integration of the full line of Kenmore Smart appliances with Amazon Alexa. This marks the broadest distribution of Kenmore, America’s most trusted home appliance brand, outside of Sears branded stores and related online retail platforms. Kenmore Smart connected room air conditioners integrated with Alexa are now available on Amazon.com. The distribution on Amazon.com is planned to be expanded to the full line of Kenmore home appliances in all U.S. market segments, with Kenmore, Sears Home Services, and Innovel Solutions providing white-glove service for delivery, installation and extended product protection for a full range of home appliances.

“We continuously look for opportunities to enhance the reach of our iconic brands to more customers and create additional value from our assets,” said Edward S. Lampert, Chairman and Chief Executive Officer of Sears Holdings. “The launch of Kenmore products on Amazon.com will significantly expand the distribution and availability of the Kenmore brand in the U.S. At the same time, Sears Home Services and our Innovel Solutions unit will benefit from the relationship as more customers experience their quality services for Kenmore products purchased on Amazon.com.”

The Kenmore Smart skill for Amazon Alexa enables customers to control their Kenmore Smart home appliances by simply asking Alexa, such as changing the temperature on their air conditioner without leaving the sofa by saying: “Alexa, tell Kenmore Smart to set my air conditioner to 70 degrees.” Customers can enable the Kenmore Smart skill in the Alexa Skill Store, link their account and then begin asking Alexa to interact with their Kenmore Smart appliances.

“Voice is a natural interface for the smart home, so we’re thrilled that customers can now simply ask Alexa to interact with their Kenmore Smart appliances,” said Charlie Kindel, Director of Alexa Smart Home. “We’re excited that Kenmore has added Alexa functionality to these products and we think customers will love the convenience of cooling their home, starting their laundry, and more, using only their voice.”

“Working with Amazon is perfectly aligned with our omni-channel strategy to unleash the power and service of Kenmore and support the brand’s growth,” said Tom Park, President of Kenmore, Craftsman and DieHard brands at Sears Holdings. “This collaboration is the first of its kind for Kenmore, broadening its accessibility to the next generation of American families outside of Sears branded retail channels.”

Terms of the deal were not disclosed.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com

About the Kenmore Brand
The Kenmore Brand is an industry leader in delivering trusted performance in the home with smart and stylish appliance innovations that help consumers do things quicker, easier and better. Recognized as a top appliance brand for over 100 years, the Kenmore brand continues to give consumers more time, efficiency and improved results for better living with industry-leading products across small and large appliance categories. For more information, visit www.kenmore.comwww.cookmore.com/press-kit/ or www.facebook.com/kenmore.

Forward-Looking Statements
This press release contains forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Whenever used, words such as “will,” “expect,” and other terms of similar meaning are intended to identify such forward-looking statements. Forward-looking statements, including these, are based on the current beliefs and expectations of our management and are subject to significant risks, assumptions and uncertainties, many of which are beyond the Company’s control, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Detailed descriptions of risks, uncertainties and factors relating to Sears Holdings are discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.

News Media Contact: 
Larry Costello
PR Director
847-286-9036
Larry.Costello@searshc.com

SOURCE: Sears Holdings Corporation

Sears Holdings amends its existing Second Lien Credit Facility dated September 1, 2016

HOFFMAN ESTATES, Ill., 2017-Jul-10 — /EPR Retail News/ — Sears Holdings Corporation (NASDAQ: SHLD) today (July 7, 2017) announced that it has entered into an amendment to its existing Second Lien Credit Facility dated September 1, 2016.  The amended credit facility provides an uncommitted line of credit facility (the “Line of Credit Facility”) under which subsidiaries of the Company may from time to time borrow line of credit loans (“Line of Credit Loans”), subject to applicable borrowing base limitations, in an aggregate principal amount not to exceed $500 million at any time outstanding. Individual Line of Credit Loans under the Line of Credit Facility are expected to have maturities of up to 179 days and will be on pricing and other terms to be agreed with the lenders that are or become party to the Second Lien Credit Facility. Mr. Edward S. Lampert, the Company’s Chief Executive Officer and Chairman, is the sole stockholder, chief executive officer and director of ESL Investments, Inc. (“ESL”), which controls the Agent under the Line of Credit Facility.  ESL has indicated that it is considering participating in the Line of Credit Facility as a lender, but ESL is under no obligation to do so. The Company intends to discuss additional Line of Credit Facility advances with additional lenders from time to time.

“This facility is intended to provide the Company with the flexibility to generate additional liquidity on an as-needed basis. Any extensions of credit under this facility are collateralized by a second lien on certain of our inventory, receivables and related assets. This adjustment to our capital structure demonstrates that Sears Holdings will continue to take actions to generate liquidity and manage our business while meeting all of our financial obligations,” said Rob Riecker, Sears Holdings’ Chief Financial Officer.

Additionally, in June the Company closed on over $200 million of real estate transactions, which resulted in a paydown of the April 2016 Real Estate Loan from $500 million to $347 million. These actions also increased availability under the short term borrowing basket in the Company’s ABL credit facility, pursuant to which the Company can raise up to $1.0 billion in loans that can mature within the June 2020 ABL maturity. After the partial loan repayment, the real estate loan will be utilizing approximately $350 million of the $1.0 billion basket compared to $500 million previously.  Additional net proceeds of $57 million from the real estate transactions were used to reduce the outstanding balance on our revolving credit facility.

The terms of the Line of Credit Facility and, to the extent funded by ESL, the initial Line of Credit Loans were approved by the Related Party Transactions Subcommittee of the Board of Directors of the Company, with advice from Centerview Partners and Weil Gotshal & Manges, the Subcommittee’s outside financial and legal advisors.

Forward-Looking Statements
This press release contains forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about our transformation through our integrated retail strategy, our plans to redeploy and reconfigure our assets, our liquidity, our ability to borrow under the Line of Credit Facility, which is uncommitted, and our ability to exercise financial flexibility as we meet our obligations. Whenever used, words such as “will,” “intend,” “expect,” and other terms of similar meaning are intended to identify such forward-looking statements. Forward-looking statements, including these, are based on the current beliefs and expectations of our management and are subject to significant risks, assumptions and uncertainties, many of which are beyond the Company’s control, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Detailed descriptions of risks, uncertainties and factors relating to Sears Holdings are discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

NEWS MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371

SOURCE: Sears Holdings Corporation

Sears Holdings Corporation updates on its strategic restructuring program

  • Announces incremental actions to streamline its operations and deliver cost savings
  • On track to achieve $1.25 billion in annualized cost savings in 2017

HOFFMAN ESTATES, Ill., 2017-Jun-14 — /EPR Retail News/ — Sears Holdings Corporation (“Holdings,” “we,” “us,” “our,” or the “Company”) (NASDAQ: SHLD) today (June 13, 2017) announced important actions related to its previously disclosed strategic restructuring program, which is designed to deliver $1.25 billion in annualized cost reductions. These actions include the elimination of approximately 400 full-time positions at our corporate offices and support functions globally, in addition to certain positions at our field operations as well as the store closures we initiated last week. Combined with the restructuring actions announced since the beginning of the fiscal year, Sears Holdings has actioned nearly $1.0 billion in annualized cost savings to date and is on track to deliver $1.25 billion in annualized savings through actions taken in fiscal year 2017. The Company will continue to take all necessary action to drive improvements in our organization to achieve our profitability objective with a greater focus on Best Members, Best Categories and Best Stores.

“We are making progress with the fundamental restructuring of our operations that we initiated in February,” said Edward S. Lampert, Chairman and Chief Executive Officer of Sears Holdings. “We remain focused on realigning our business model in an evolving and highly competitive retail environment. This requires us to optimize our store footprint and operate as a leaner and simpler organization.”

Organizational Restructuring

As part of the Company’s ongoing efforts to simplify its organizational structure and enabling greater consolidation of the Sears and Kmart corporate and support functions, approximately 400 full-time positions at our corporate offices and support functions will be eliminated. The majority of these positions are related to the corporate workforce at Sears Holdings’ headquarters in Hoffman Estates. In addition, certain positions at our field operations will be impacted by these restructuring actions. While the total number of people who are directly affected represents a small fraction of our total headcount, we are conscious of the impact on individual employees. We are providing eligible associates severance compensation and transition assistance. As part of the organizational restructuring, the company first eliminated open positions and reduced contract employees in an effort to minimize the impact on full-time employees.

Transformation Progress to Date

Today’s announcement is in addition to the significant actions the Company has already taken. Since the beginning of the calendar year 2017, we have taken decisive steps to improve our operational performance, enhance our financial flexibility and drive our strategic transformation, including:

  • Significant progress on our strategic $1.25 billion restructuring program, with nearly $1.0 billion in annualized cost savings already actioned to date, including the actions announced today;
  • Paydown of approximately $418 million of term loans outstanding under our revolving credit facility and extension of the maturity of $400 million of our $500 million 2016 Secured Loan Facility up to twelve months;
  • Entered into an agreement with Metropolitan Life Insurance Company (“MLIC”) to annuitize $515 million of pension liability to reduce the overall size of the Company’s pension plan, future cost volatility and plan administrative expenses;
  • Monetization of certain real estate properties that generated over $200 million in proceeds;
  • Continued growth of our Shop Your Way ecosystem through strategic partnerships and value offerings, including recently announced partnerships with Citi and Time Inc.

Path Forward

We will continue to take all necessary action to drive improvements in our organization to achieve our profitability objective with a greater focus on Best Members, Best Categories, Best Stores strategy. Going forward, we will focus our investments to drive the growth of our valuable assets, such as our Shop Your Way platform; our Kenmore, Craftsman at Sears and DieHard brands; the nation’s largest product repair services provider, Sears Home Services; and Sears Auto Centers, a leading provider of automotive maintenance and repair services and parts. In addition, we continue to evaluate strategic options across our portfolio to unlock value from our assets through partnerships, joint ventures or other means.

Forward-Looking Statements
This press release contains forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about our liquidity, our ability to achieve our cost-savings and profitability objectives, our ability to successfully achieve our plans to generate liquidity through monetization of our real estate, additional debt financing actions, asset securitizations or other potential transactions or otherwise, our intention to explore potential partnerships or other transactions involving our Kenmore and DieHard brands and our Sears Home Services and Sears Auto Centers businesses, the impact of the agreement with MLIC, and other statements that describe the Company’s plans. Whenever used, words such as “will,” “expect,” and other terms of similar meaning are intended to identify such forward-looking statements. Forward-looking statements, including these, are based on the current beliefs and expectations of our management and are subject to significant risks, assumptions and uncertainties, many of which are beyond the Company’s control, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Detailed descriptions of risks, uncertainties and factors relating to Sears Holdings are discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.

About Sears Holdings Corporation

Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

NEWS MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371

SOURCE: Sears Holdings Corporation

Sears Holdings closes sale of the Craftsman brand to Stanley Black & Decker

  • Reached an agreement with the Pension Benefit Guaranty Corporation in relation to the Craftsman transaction
  • To release its fiscal 2016 fourth quarter and full year financial results on March 9, 2017

HOFFMAN ESTATES, Ill., 2017-Mar-10 — /EPR Retail News/ — Sears Holdings Corporation (“Holdings,” “we,” “us,” “our,” or the “Company”) (NASDAQ: SHLD) announced today that it has closed the previously announced sale of the Craftsman brand to Stanley Black & Decker for a net present value of over $900 million.

Edward S. Lampert, Chairman and Chief Executive Officer of Sears Holdings, said: “The successful closing of the Craftsman transaction provides immediate liquidity to Sears Holdings, while enabling us to participate in the future growth of the Craftsman brand. In addition, the related agreement with the Pension Benefit Guaranty Corporation (the “PBGC”) will continue to secure our pension obligations, while helping us maintain financial flexibility.”

The transaction provides Stanley Black & Decker with the right to develop, manufacture and sell Craftsman-branded products outside the Sears Holdings and Sears Hometown & Outlet Stores distribution channels. As part of the agreement, Holdings will continue to offer Craftsman-branded products, sourced from existing suppliers, through its current retail channels via a perpetual license from Stanley Black & Decker, which will be royalty-free for the first 15 years after closing and royalty-bearing thereafter.

As part of the closing, the Company received an initial upfront cash payment of $525 million subject to closing costs and an adjustment for working capital changes. In addition, Stanley Black & Decker will pay a further $250 million in cash in three years and Sears Holdings will receive payments of between 2.5% and 3.5% on new Stanley Black & Decker sales of Craftsman products for the next 15 years.

In connection with the closing of the Craftsman transaction, the Company reached an agreement with the PBGC pursuant to which the PBGC has consented to the sale of the Craftsman-related assets that had been “ring-fenced” under the March 2016 pension plan protection and forbearance agreement between the PBGC and the Company (the “PPPFA”) and certain related transactions. As a condition to obtaining this consent, the Company agreed to grant to the PBGC a lien on, and subsequently contribute to the Company’s pension plans, the value of the $250 million cash payment payable to the Company on the third anniversary of the Craftsman closing, with the value of such payment being fully credited against certain of the Company’s minimum pension funding obligations in 2017, 2018 and 2019.

The Company also granted a lien to the PBGC on the 15-year income stream relating to new Stanley Black & Decker sales of Craftsman products, and agreed to contribute the payments from Stanley Black & Decker under such income stream to the Company’s pension plans, with such payments to be credited against the Company’s minimum pension funding obligations starting no later than five years from the closing date. The Company also agreed to grant the PBGC a lien on $100 million of real estate assets to secure the Company’s minimum pension funding obligations through the end of 2019, and agreed to certain other amendments to the PPPFA.

Sears Holdings will also release its financial results for fiscal 2016 fourth quarter and full year today, Thursday, March 9, 2017. The Company will simultaneously post a pre-recorded conference call and audio webcast on its corporate website. It will feature prepared remarks from Jason M. Hollar, Chief Financial Officer, who will focus his comments to provide additional context around the quarter and the Company’s progress on its strategic transformation, including the sale of Craftsman.

The pre-recorded conference call may be accessed by telephone at 844.826.0613 or 973.200.3092 (conference ID: 81158037), and on Sears Holdings’ website at http://www.searsholdings.com/invest/ under “Events & Presentations.” The accompanying presentation and transcript will be posted online in conjunction.

Forward-Looking Statements
This press release contains forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Whenever used, words such as “believe,” “estimate,” “intend,” “will,” “expect,” and other terms of similar meaning or expression are intended to identify such forward-looking statements. Forward-looking statements, including these, are based on the current beliefs and expectations of our management and are subject to significant risks, assumptions and uncertainties, many of which are beyond the Company’s control, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Detailed descriptions of other risks relating to Sears Holdings are discussed in our Annual Report on Form 10-K for the fiscal year ended January 30, 2016, and other filings with the Securities and Exchange Commission. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law. Results presented herein are unaudited.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

NEWS MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371

SOURCE Sears Holdings Corporation

Sears Holdings Corporation announces improvement in 4Q 2016 operating performance

  • Preliminary fourth quarter 2016 operating results represent significant year-over-year improvement
  • Launches comprehensive restructuring to streamline operations, targeting at least $1.0 billion in annualized cost savings in 2017
  • Right-sizes asset-based credit facility, creating an incremental $140[1] million in liquidity
  • Plans to reduce outstanding debt and pension obligations by at least $1.5 billion, utilizing proceeds from recent transactions and operational improvements

HOFFMAN ESTATES, Ill., 2017-Feb-11 — /EPR Retail News/ — Sears Holdings Corporation (“Holdings,” “we,” “us,” “our,” or the “Company”) (NASDAQ: SHLD) today (Feb. 10, 2017) announced that it delivered meaningful improvement in operating performance for the fourth quarter of 2016, and outlined important actions to drive profitability. These include steps to enhance the Company’s liquidity and financial flexibility, as well as a strategic restructuring program intended to streamline operations, further improve operating performance and target cost reductions of at least $1.0 billion on an annualized basis.

Edward S. Lampert, Chairman and Chief Executive Officer of Sears Holdings, said, “We significantly improved our operating performance and made progress toward profitability in the fourth quarter of 2016. In the first several weeks of 2017, we undertook a series of transactions to optimize our capital structure and unlock value across our wide range of assets. We also reached an agreement to amend our asset-based credit facility which further enhances our liquidity and financial flexibility. Furthermore, we intend to use net proceeds from our announced Craftsman and real estate transactions, as well as from improvements in the operating performance of the Company, to meaningfully reduce our outstanding obligations and their associated expenses.

“To build on our positive momentum, today we are initiating a fundamental restructuring of our operations that targets at least $1.0 billion in cost savings on annualized basis, as well as improves our operating performance. To capture these savings, we plan to reduce our corporate overhead, more closely integrate our Sears and Kmart operations and improve our merchandising, supply chain and inventory management.

“We believe the actions outlined today will reduce our overall cash funding requirements and ensure that Sears Holdings becomes a more agile and competitive retailer with a clear path toward profitability. In addition, we believe these actions will enable us to focus our investments to drive our strategic transformation and the evolution of our Shop Your Way ecosystem through value enhancing partnerships, compelling offerings and a seamless online and in-store shopping experience for our members,” Mr. Lampert concluded.

Next Phase of Our Transformation

Sears Holdings has initiated a restructuring program targeted to deliver at least $1.0 billion in annualized cost savings in 2017. These savings include cost reductions from the previously announced closure of 108 Kmart and 42 Sears stores.

Under the restructuring program, we intend to:

  • Simplify Sears Holdings’ organizational structure, including greater consolidation of the Sears and Kmart corporate and support functions, as well as improve accountability for profitability at our store and online channels;
  • Implement an integrated model to drive efficiencies in pricing, sourcing, supply chain and inventory management;
  • Optimize product assortment at Sears and Kmart stores, using data analytics to better align with preferences of our Best Members focusing on profitable, high-return Best Categories; and
  • Actively manage our real estate portfolio to identify additional opportunities for reconfiguration and reduction of capital obligations.

Profitability

In addition to the cost reduction target announced today, we continue to assess our overall operating model and capital structure to become a more agile, asset-light and innovative retailer focused on member experience. To help drive our profitability, we intend to:

  • Capitalize on valuable real estate through potential in-store partnerships, sub-divisions, and reformatting to support our Integrated Retail model; and
  • Continue to evaluate strategic options for our Kenmore® and DieHard® brands and our Sears Home Services and Sears Auto Centers business through partnerships, joint ventures or other means.

We expect these actions will enable us to focus our investments on driving our strategic transformation and enhancing the value of our Shop Your Way program for our millions of members and the strategic partners that we attract to the program. Our Shop Your Way platform rewards members for buying the products and services they want every day. Through our extensive network of thousands of top brands and millions of products, members can earn points to use on future purchases. Members also have access to special pricing, sales and digital coupons, as well as personalized services and advice.

Transformation Progress to Date

Today’s announcements build on the path we have taken since the beginning of 2017 to improve operational performance and liquidity. Since the calendar year started, we have taken the following strategic actions to strengthen our financial position:

  • Obtaining an additional $179 million of loan proceeds, which fully utilizes the $500 million Senior Secured Loan Facility entered into on January 4, 2017;
  • Closing a $72.5 million real estate sale on January 26, 2017 for five Sears Full-line stores and two Sears Auto Centers;
  • Initiating the closing process of the 150 stores announced during our fourth quarter 2016 with the expectation to complete the closures of all 150 stores during the first quarter of 2017;
  • Engaging Eastdil Secured to market and sell at least $1.0 billion of certain real estate properties under the direction of a committee of the Board of Directors; and
  • Announcing the Craftsman® transaction for $775 million in cash plus participation in the externalization of the Craftsman® brand by Stanley Black& Decker.

Additional Financial Flexibility

On February 10, 2017, the Company entered into an agreement to amend our existing asset-based credit facility. The amendment provides a $140 million increase to available borrowing capacity under our revolver as compared to availability reported at the end of the third quarter of 2016. Sears Holdings concluded the fourth quarter of 2016 with no borrowings and $464 million of letters of credit outstanding, against its asset-based credit facility. The amendment provides immediate additional liquidity and financial flexibility to the Company.

On a pro forma basis, giving effect to the amendment of our credit facility, our total liquidity and liquid assets would have been over $4.0 billion at the end of third quarter of 2016. The amendment will reduce the aggregate revolver commitments from $1.971 billion to $1.5 billion, but will implement other modifications to covenants and reserves against the credit facility borrowing base that improve net liquidity. The amended credit facility is smaller in size, reflecting the Company’s reduced needs consistent with lower inventory levels associated with our transforming business model, which has fewer physical stores and a greater online presence. The amendment also provides additional flexibility in the form of a $250 million increase in the general debt basket from $750 million to $1.0 billion.

We are targeting a reduction in our outstanding debt and pension obligations of $1.5 billion for fiscal 2017 through improving profitability, asset sales, and working capital management. Sears Holdings has contributed almost $4.0 billion to our pension plan since 2005, driven largely by the prolonged low interest rate environment.

Fourth Quarter Update

As previously indicated in our January 2017 update, sales declined in the fourth quarter of 2016 compared to the prior year fourth quarter due to a combination of the competitive retail environment and fewer operating stores, as we emphasized improving profitability. Accordingly, we have continued to manage inventory and costs closely resulting in a notable improvement in our short-term operating performance and progress toward our profitability goals.

We expect total revenues of $6.1 billion and $22.1 billion for the fourth quarter and full-year of 2016, respectively. Total comparable store sales for the fourth quarter have declined 10.3%, comprised of a decrease of 8.0% at Kmart and a decrease of 12.3% at Sears Domestic. We expect that our fourth quarter 2016 net loss attributable to Sears Holdings’ shareholders will range between $635 million and $535 million, which is inclusive of a non-cash impairment charge related to the Sears trade name of between $350 million and $400 million. This compares to a net loss attributable to Sears Holdings’ shareholders of $580 million in the fourth quarter of 2015, which was inclusive of a non-cash impairment charge related to the Sears trade name of $180 million.

In addition, our preliminary fourth quarter 2016 Adjusted EBITDA was $(61) million, compared to Adjusted EBITDA of $(137) million in the fourth quarter of 2015. This significant improvement in Adjusted EBITDA has been driven by tighter expense control and inventory management.

We have provided below a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to net loss attributable to Sears Holdings’ shareholders.

Adjusted EBITDA Reconciliation

In addition to our net loss attributable to Sears Holdings’ shareholders determined in accordance with Generally Accepted Accounting Principles (“GAAP”), for purposes of evaluating operating performance, we use Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), which is a non-GAAP measure. The table set forth below provides a reconciliation of as-adjusted amounts to net loss attributable to Sears Holdings’ shareholders, the most directly comparable GAAP financial measure. We believe that our use of Adjusted EBITDA provides an appropriate measure for investors to use in assessing our performance across periods, given that these measures provide adjustments 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 to make our statements more useful and comparable. However, we do not, and do not recommend that investors solely use adjusted amounts to assess our financial performance.

Forward-Looking StatementsThis press release contains forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about our strategic restructuring, our transformation through our integrated retail strategy, our plans to redeploy and reconfigure our assets, our plans to market and sell a portion of our existing real estate assets, our expectation of closing the sale of our Craftsman brand as previously announced, our liquidity, our ability to exercise financial flexibility as we meet our obligations and pursue possible strategic transactions, and other statements that describe the Company’s plans. Whenever used, words such as “will,” “expect,” and other terms of similar meaning are intended to identify such forward-looking statements. Forward-looking statements, including these, are based on the current beliefs and expectations of our management and are subject to significant risks, assumptions and uncertainties, many of which are beyond the Company’s control, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Detailed descriptions of other risks relating to Sears Holdings are discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law. Results presented herein are unaudited. The unaudited and estimated financial results for the fourth quarter of 2016 contained in this press release reflect a number of complex and subjective judgments and estimates about the appropriateness of certain reported amounts and disclosures. Our financial statements for the 2016 fiscal year are not finalized. We are required to consider all available information through the finalization of our financial statements and their possible impact on our financial conditions and results of operations for the period, including the impact of such information on the complex judgments and estimates referred to above. As a result, subsequent information or events may lead to material differences between the information about the results of operations described herein and the results of operations described in our subsequent annual report. You should consider this possibility in reviewing the financial information for the period described above.

About Sears Holdings Corporation

Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com

[1] Based on the assumption that the extension is applied to the credit facility availability as of October 29, 2016.

MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371

SOURCE: Sears Holdings Corporation

Earn more Shop Your Way points with the new Sears Mastercard

HOFFMAN ESTATES, Ill., 2017-Feb-04 — /EPR Retail News/ — Citi Retail Services and Sears Holdings announced the launch of the Sears Mastercard with Shop Your Way, available today (Feb.1, 2017). With an industry-leading 5-3-2-1 rewards offer, customers can earn rewards points on all purchases everywhere they shop. The Sears Mastercard is powered by Citi Retail Services, one of the country’s largest and most experienced private label and cobrand credit card issuers.

Starting today, all new Sears Mastercard customers can earn more Shop Your Way points on a complimentary basis for 12 months from the date the account is open, which include:

  • 5% back in points on eligible purchases made at gas stations;
  • 3% back in points on eligible purchases at grocery stores and restaurants; [5% and 3% back on the first $10,000 of combined eligible purchases made on gas, groceries and restaurants and 1% thereafter]
  • 2% back in points on eligible purchases made at Sears and Kmart; and
  • 1% back in points on all other eligible purchases.

Shop Your Way points can be redeemed on purchases ranging from everyday household products to larger items such as kitchen appliances sold by Sears and Kmart in store or online and on ShopYourWay.com. These rewards points can also be used in combination with in-store promotions at Sears and Kmart.

“We are delighted to partner with Sears Holdings and announce the Sears Mastercard with the Shop Your Way offer,” said Bill Johnson, Citi Retail Services’ Chief Executive Officer. “This attractive rewards offer will deliver high value for customers with every purchase, anywhere they choose to shop.”

“The best-in-class Sears Mastercard with Shop Your Way is a key component of Sears Holdings’ transformation as it delivers greater value for our Shop Your Way members and rewards them for activity in their daily lives,” said Edward S. Lampert, Chairman & CEO of Sears Holdings. “The initial public response for the Sears Mastercard with Shop Your Way has been very strong based on the waiting list of prospective cardholders created for this innovative offer. We look forward to building on this momentum for our Shop Your Way ecosystem and adding new ways for our members to earn rewards and make their lives easier.”

In addition to the enhanced Shop Your Way rewards offer, the Sears Mastercard also provides a broad range of built-in, comprehensive benefits, including:

  • No annual fee
  • Special financing offers at Sears and Kmart
  • Exclusive cardholder savings events
  • Statement credit offer for new accounts
  • EMV technology
  • Credit and account protection
    • $0 Liability on Unauthorized Purchases
    • Citi Identity Theft Solutions

More than five million existing Sears Mastercard holders began receiving the new 5-3-2-1 Shop Your Way offer in November 2016. Newly designed Shop Your Way branded cards will be issued to these cardholders beginning in March.

To learn more about the Sears Mastercard with Shop Your Way, or to apply, please visit www.shopyourway.com/card.

About Citi
Citi, the leading global bank, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

About Shop Your Way
Shop Your Way® , a business unit of Sears Holdings (NASDAQ: SHLD), is a free social shopping destination and rewards program offering millions of products, personalized services, and advice. The program rewards members for buying the products and services they want every day. Through an extensive network, members can shop thousands of top brands and earn points to use on future purchases. Members also have access to special pricing, sales and digital coupons that can be loaded directly into their account.

It’s free and easy to become a Shop Your Way member and begin enjoying benefits immediately when you visit shopyourway.com. Download the free Shop Your Way app on iTunes or Google Play.

Media Contacts: 

Deirdre Leahy
Citi
212.559.3296
deirdre.leahy@citi.com

Howard Riefs
Sears Holdings
847.286.7562
howard.riefs@searshc.com

SOURCE: Sears Holdings; Citi Retail Services

Stanley Black & Decker to acquire Craftsman brand from Sears Holdings

  • Stanley Black & Decker to develop, manufacture and sell Craftsman-branded products in non-Sears Holdings channels
  • Sears Holdings to continue sourcing and selling Craftsman-branded products in all its retail channels under perpetual license agreement
  • Agreement consists of $525 million cash payment at closing, $250 million at end of year three, and annual payments to Sears Holdings of between 2.5% and 3.5% on new Stanley Black & Decker sales of Craftsman products through year 15
  • Stanley Black & Decker to significantly increase availability and innovation of Craftsman products and add manufacturing jobs in the U.S. to support growth

NEW BRITAIN, Conn. and HOFFMAN ESTATES, Ill., 2017-Jan-07 — /EPR Retail News/ — Stanley Black & Decker (NYSE: SWK) (“Stanley Black& Decker” or “the company”), an S&P 500 global diversified industrial company, and Sears Holdings Corporation (NASDAQ: SHLD) (“Sears Holdings”), announced today ( Jan. 5, 2017) that they have entered into a definitive agreement under which Stanley Black& Decker will purchase the Craftsman brand from Sears Holdings.  The transaction provides Stanley Black& Decker with the rights to develop, manufacture and sell Craftsman-branded products in non-Sears Holdings retail, industrial and online sales channels across the U.S. and in other countries.  As part of the agreement, Sears Holdings will continue to offer Craftsman-branded products, sourced from existing suppliers, through its current retail channels via a perpetual license from Stanley Black& Decker, which will be royalty-free for the first 15 years after closing and royalty-bearing thereafter.  Today only approximately 10% of Craftsman-branded products are sold outside of Sears Holdings and the agreement will enable Stanley Black& Decker to significantly increase Craftsman sales in these untapped channels.

“Craftsman is a legendary, American brand with tremendous consumer awareness built on a legacy of producing quality products at a great value,” said Stanley Black& Decker President and CEO James M. Loree. “This agreement represents a significant opportunity to grow the market by increasing the availability of Craftsman products to consumers in previously underpenetrated channels.  We intend to invest in the brand and rapidly increase sales through these new channels, including retail, industrial, mobile and online. To accommodate the future growth of Craftsman, we intend to expand our manufacturing footprint in the U.S.  This will add jobs in the U.S., where we have increased our manufacturing headcount by 40% in the past three years.

“As we continue our growth trajectory as a diversified industrial company, we continue to look at opportunities to build upon our world-class portfolio of franchises and brands to create shareholder value.  This transaction, which aligns squarely with this strategy, also reflects an effective allocation of capital particularly when viewed in the context of the recently announced Mechanical Security sale.  We’ve essentially freed up capital trapped in a low-growth business to invest in organic growth and EPS accretion,” added Loree.

Sears Holdings’ Chairman and Chief Executive Officer Edward S. Lampert stated, “We are pleased to reach this agreement, after determining that externalizing the Craftsman brand would accomplish our goals of driving value for Sears Holdings and positioning Craftsman for future growth. This transaction represents a significant step in our ongoing transformation to a membership focused business model.  Craftsman has a storied history as an iconic American brand and in Stanley Black& Decker we have found a great owner that is committed to expanding Craftsman and helping it to reach its potential outside of its current channels. It’s important for our members to know that we will continue to sell Craftsman in-store and online at Kmart and Sears, and Sears Hometown, and the structure of the transaction will provide Sears Holdings with a significant upfront payment, another payment in three years and an opportunity to participate in the growth of the Craftsman brand in both our stores and at other retailers selected and managed by Stanley Black& Decker. Looking ahead, we will continue to take actions to adjust our capital structure, meet our financial obligations and manage our business to better position Sears Holdings to create long-term value by focusing on our best members, our best stores and our best categories.”

Transaction Terms

Stanley Black& Decker will pay Sears Holdings $525 million at closing, $250 million at end of year three, and annual payments on new Stanley Black& Decker Craftsman sales through year 15 (2.5% through 2020, 3% through January 2023, and 3.5% thereafter).  The net present value of all these cash payments is approximately $900 million.  The license granted to Sears Holdings will be royalty-free for 15 years, then 3% thereafter.

Existing sales of Craftsman products outside the Sears Holdings and Sears Hometown distribution channels, which will be assumed immediately upon closing by Stanley Black& Decker, were approximately $200 million over the last 12 months.  The company expects the sale of Craftsman branded products to contribute approximately $100 million of average annual revenue growth for approximately the next ten years.  The transaction is expected to be accretive to earnings by approximately $0.10-$0.15 per share in year one, increasing to approximately $0.35-$0.45 by year five and to approximately $0.70-$0.80 by year ten, excluding approximately $20 million of deal-related costs.

The transaction, which was approved by the Boards of Directors of both companies, is expected to close during 2017, subject to customary closing conditions and regulatory approvals.

Stanley Black& Decker will host a conference call with investors today, Thursday, January 5, 2017 at 09:00 am EST. A presentation which will accompany the call will be available at www.stanleyblackanddecker.com and will remain available after the call.

The call will be accessible by telephone at 1 (877) 930-8285 and from outside the U.S. at 1 (253) 336-8297 (Conference ID 46963043); also, via the Internet at www.stanleyblackanddecker.com. To listen, please go to the web site at least fifteen minutes early to register, download and install any necessary audio software. A replay will also be available two hours after the call and can be accessed at (855) 859-2056 or (404) 537-3406 by entering the Conference identification number 46963043. The replay will also be available as a podcast within 24 hours and can be accessed on our website and via iTunes.

Stanley Black& Decker, an S&P 500 company, is a diversified global provider of hand tools, power tools and related accessories, mechanical access solutions and electronic security solutions, healthcare solutions, engineered fastening systems, and more. Learn more at www.stanleyblackanddecker.com.

Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

Forward-Looking Statements

This press release contains forward-looking statements from Stanley Black& Decker or Sears Holdings which represent the respective company’s expectations or beliefs about future events and their respective financial performance. Forward-looking statements are identifiable by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may” and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward looking statements made in this press release, include, but are not limited to, statements concerning: the consummation of the purchase; investment in, and rapid increase in sales and innovation of products carrying the Craftsman brand; significantly increasing sales of Craftsman-branded products in untapped channels; expanding U.S. manufacturing footprint and adding jobs in the U.S.; the Craftsman brand complementing and expanding Stanley Black& Decker’s existing operations; revenue opportunities; and organic revenue growth and accretion to earnings per share.

You are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future events and involve risks, uncertainties and other known and unknown factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by such forward-looking statements, including, but not limited to, the failure to consummate, or a delay in the consummation of, the transaction for various reasons; failure to successfully integrate the Craftsman brand and achieve expected revenue opportunities; the seller becoming insolvent or entering  bankruptcy proceedings; or the transaction-related costs and charges being greater than anticipated.

Forward-looking statements made herein are also subject to risks and uncertainties, described in the respective company’s: 2015 Annual Reports on Form 10-K; subsequently filed Quarterly Reports on Form 10-Q; and other filings made with the Securities and Exchange Commission. In addition, actual results could differ materially from those suggested by the forward-looking statements, and therefore you should not place undue reliance on the forward-looking statements. Neither Stanley Black& Decker nor Sears Holdings makes any commitment to revise or update any forward-looking statements made by it to reflect events or circumstances occurring or existing after the date of any of its forward-looking statements.

Stanley Black& Decker Contacts:
Investor Contacts:
Greg Waybright
Vice President, Investor Relations
greg.waybright@sbdinc.com
(860) 827-3833

Michelle Hards
Director, Investor Relations
michelle.hards@sbdinc.com
(860) 827-3913

Media Contacts:
Shannon Lapierre
Vice President, Communications/Public Relations
shannon.lapierre@sbdinc.com
(860) 827-3575

Tim Perra
Vice President, Communications
tim.perra@sbdinc.com
(860) 826-3260

Sears Holdings Contact:
Howard Riefs
Director, Corporate Communications
(847) 286-8371

SOURCE: Stanley Black& Decker

Sears Holdings announces strategic actions to increase its financial flexibility and improve operating performance

HOFFMAN ESTATES, Ill., 2017-Jan-07 — /EPR Retail News/ — Sears Holdings Corporation (NASDAQ: SHLD) today (Jan. 5, 2017) announced a series of additional strategic actions to increase its financial flexibility and improve long-term operating performance. These actions will facilitate the transformation of Sears from a store-based, asset-intensive business model into a membership-focused, asset-light business model. As such, the Board of Directors has determined to:

  • Close an additional 150 non-profitable stores, comprised of 108 Kmart and 42 Sears stores, to stem losses;
  • Enter into an agreement to sell the Craftsman business for a cumulative $775 million, together with use of a perpetual license for the Craftsman brand, royalty free for 15 years, and a 15-year royalty stream on all third-party Craftsman sales to new customers;
  • Generate up to $1 billion in liquidity through both a newly entered $500 million real estate backed loan, secured by real estate properties valued at over $800 million; and a previously announced standby letter of credit facility of up to $500 million from certain affiliates of ESL Investments, Inc., issued by Citibank, N.A., each subject to the terms thereof;
  • Market certain properties within the company’s real estate portfolio to further unlock value and increase liquidity.

“We are taking strong, decisive actions today to stabilize the company and improve our financial flexibility in what remains a challenging retail environment,” said Edward S. Lampert, Chairman & CEO of Sears Holdings. “We are committed to improving short-term operating performance in order to achieve our long-term transformation.”

“Going forward, Sears will be more focused on our Shop Your Way membership platform, a network with tens of millions of active members, and our Integrated Retail strategy in order to be a more nimble, innovative and relevant retailer that is better able to provide value and convenience to our customers. We are confident that concentrating on these key initiatives will lay the foundation for growth over the long-term,” Mr. Lampert continued.

STORE CLOSURES

Over the last two weeks we have announced the closing of non-profitable stores, comprising 108 Kmart and 42 Sears stores. The list of store locations impacted can be viewed at http://searsholdings.com/docs/010417_store_closing_list.pdf. While these stores collectively generated about $1.2 billion in sales over the past 12 months, they generated an Adjusted EBITDA loss of approximately $60 million over that same period. We expect to generate a significant amount of cash from the liquidation of the inventory and related assets of these stores. “The decision to close stores is a difficult but necessary step as we take actions to strengthen the Company’s operations and fund its transformation. Many of these stores have struggled with their financial performance for years and we have kept them open to maintain local jobs and in the hope that they would turn around. But in order to meet our objective of returning to profitability, we have to make tough decisions and will continue to do so, which will give our better performing stores a chance at success,” Mr. Lampert said.

CRAFTSMAN TRANSACTION

The company has entered into an agreement to sell its Craftsman business for $525 million at closing, $250 million in three years, together with use of a perpetual license for the Craftsman brand, royalty free for 15 years, and a 15-year royalty stream on all third-party Craftsman sales to new customers that could yield several hundred million dollars more over time.

“We are pleased to announce our agreement to restructure the ownership of our Craftsman brand, which will allow us to both realize value and participate in the expansion of its distribution and service offerings,” Mr. Lampert said.

INCREASED LIQUIDITY

As announced on December 29, 2016, Sears Holdings has obtained a secured standby letter of credit facility from certain affiliates of ESL Investments, Inc., issued by Citibank, N.A., of up to $500 million. In addition, we have entered a $500 million real estate backed loan, secured by real estate properties valued at over $800 million, against which an initial draw of approximately $320 million has been made. These actions will provide additional liquidity and flexibility as we work to close the asset sales previously referenced.

Further, our Board of Directors has established a Special Committee to market certain real estate properties with the goal of raising over $1 billion. We have already identified diverse transaction opportunities to further unlock value and increase liquidity and expect the Special Committee will engage external advisors to help us market these properties over the next several months.  We have executed several different forms of real estate monetization in the past and expect these structures could be among the options evaluated by the Special Committee in connection with this initiative.

Q4 BUSINESS UPDATE

Sales have continued to be challenging during the quarter to date. Same store sales at Sears and Kmart for the first two months of Q4 have declined in the range of 12-13%. We have continued to manage inventory and costs closely and our current quarter to date Adjusted EBITDA performance is largely in line with last year, despite the sales declines.

Our Home Services business continues to improve and we believe it is positioned to be a pillar of growth going forward. We are continuing to explore ways to maximize the value of our Home Services and Sears Auto Centers businesses as well as our Kenmore and Die Hard brands through partnerships or other means of externalization.

Forward-Looking Statements
This press release contains forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about our transformation through our integrated retail strategy, our plans to redeploy and reconfigure our assets, our liquidity, and our ability to exercise financial flexibility as we meet our obligations. Whenever used, words such as “will,” “expect,” and other terms of similar meaning are intended to identify such forward-looking statements. Forward-looking statements, including these, are based on the current beliefs and expectations of our management and are subject to significant risks, assumptions and uncertainties, many of which are beyond the Company’s control, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Detailed descriptions of risks, uncertainties and factors relating to Sears Holdings are discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371

SOURCE: Sears Holdings Corporation

Sears Holdings 3Q 2016: We remain fully committed to restoring profitability to our Company

HOFFMAN ESTATES, Ill., 2016-Dec-09 — /EPR Retail News/ — Sears Holdings Corporation (“Holdings,” “we,” “us,” “our,” or the “Company”)(NASDAQ: SHLD) today (Dec. 8. 2016) announced financial results for its third quarter ended October 29, 2016. As a supplement to this announcement, a presentation, pre-recorded conference and audio webcast are available at our website http://searsholdings.com/invest.

In summary, we reported a net loss attributable to Holdings’ shareholders of $748 million ($6.99 loss per diluted share) for the third quarter of 2016 compared to a net loss attributable to Holdings’ shareholders of $454 million ($4.26 loss per diluted share) for the prior year third quarter. Adjusted for significant items noted in our Adjusted Earnings Per Share tables, we would have reported a net loss attributable to Holdings’ shareholders of $333 million ($3.11 loss per diluted share) for the third quarter of 2016 compared to a net loss attributable to Holdings’ shareholders of $305 million ($2.86loss per diluted share) in the prior year third quarter. Adjusted EBITDA was $(375) million in the third quarter of 2016, as compared to $(332) million in the prior year third quarter.

Edward S. Lampert, Holdings’ Chairman and Chief Executive Officer, said, “We remain fully committed to restoring profitability to our Company and are taking actions such as reducing unprofitable stores, reducing space in stores we continue to operate (including through the Seritage lease arrangement), reducing investments in underperforming categories and improving gross margin performance and managing expenses relative to sales in key categories. While many observers have acknowledged the significant asset base of our Company, we understand the concerns related to our operating performance and are committed to transforming our Company through our Shop Your Way membership program and our Integrated Retail investments. At the same time, we will continue to explore options to recognize the inherent asset value in a manner that complements our transformation.”

Highlights include:

  • A partnership with Citi Retail Services, Inc. to bring together the Sears MasterCard and Shop Your Way® offer. Starting November 1st, more than five million current Sears MasterCard holders whose cards are linked to the Shop Your Way® program earn more Shop Your Way®points at many of their favorite places and, in early 2017, the Sears MasterCard will evolve into a newly branded Shop Your Way® card;
  • A strategic relationship with Uber Technologies, Inc. that allows its drivers and riders to earn Shop Your Way® points on trips made with Uber, leveraging the scale of Shop Your Way®, its tens of millions of members, and the footprint of Sears Auto Centers to provide unique benefits for drivers and riders; and
  • Improvements in our Home Services business and expansion of its capabilities including our home warranty offerings.

Jason M. Hollar, Holdings’ Chief Financial Officer, said, “We will continue to take actions to generate liquidity, adjust our overall capital structure, and manage our business while meeting all of our financial obligations. Actions may include additional expense reductions, financing transactions and asset monetization including exploring alternatives for our Kenmore®, Craftsman® and DieHard®brands, our Sears Home Services business and our real estate portfolio.”

Financial Results

Revenues decreased approximately $721 million to $5.0 billion for the quarter ended October 29, 2016, compared to revenues of $5.8 billion for the quarter ended October 31, 2015. The year-over-year decline in revenues was primarily driven by having fewer Kmart and Sears Full-line stores in operation, which accounted for $323 million of the decline, as well as a 7.4% decline in comparable store sales during the quarter, which accounted for $304 million of the revenue decline.

At Kmart, comparable store sales decreased 4.4%. While we experienced an overall comparable store sales decline in our Kmart segment driven by declines in the grocery & household, consumer electronics and pharmacy categories, we are encouraged by the comparable store sales increases experienced in several categories this quarter, including apparel, jewelry and outdoor living. Sears Domestic comparable store sales decreased 10.0% during the third quarter of 2016, primarily driven by decreases in the home appliances, apparel and consumer electronics categories.

During the third quarter, gross margin decreased $300 million compared to the prior year third quarter due to the above noted decline in sales, as well as a decline in our gross margin rate in both the Kmart and Sears Domestic segments. The decline in margin rate in both segments was primarily driven by a decline in gross margin performance in the apparel business, as well as an overall increase in markdowns.

Selling and administrative expenses decreased $87 million in the third quarter of 2016 compared to the prior year quarter. Excluding significant items noted in our Adjusted Earnings Per Share tables, selling and administrative expenses declined $224 million, primarily due to a decrease in payroll expense. In addition, advertising expense declined as we shifted away from traditional advertising to the use of Shop Your Way® points awarded to members, the expense for which is included in gross margin.

Financial Position

The Company’s cash balances were $258 million at October 29, 2016 compared with $238 million at January 30, 2016. Short-term borrowings totaled $618 million at the end of the third quarter of 2016 compared to $797 million at January 30, 2016.

Merchandise inventories were $5.0 billion at October 29, 2016, compared to $6.2 billion at October 31, 2015, while merchandise payables were $1.6 billion and $2.3 billion at October 29, 2016 and October 31, 2015, respectively.

At October 29, 2016, we had utilized approximately $1.0 billion of our $1.971 billion revolving credit facility due in 2020 (consisting of $370 million of borrowings and $660 million of letters of credit outstanding). The amount available to borrow under our credit facility was approximately $174 million, which reflects the effect of our springing fixed charge coverage ratio covenant and the borrowing base limitation in our revolving credit facility, which varies primarily based on our overall inventory and receivables balances.

Total long-term debt (including current portion of long-term debt and capital lease obligations) was $3.7 billion and $2.2 billion at October 29, 2016 and January 30, 2016, respectively.

Update on Strategic Initiatives

On May 26, 2016, we announced our intention to explore alternatives for our Kenmore®, Craftsman®and DieHard® brands and our Sears Home Services business by evaluating potential partnerships or other transactions that could expand distribution of our brands and service offerings to realize significant growth. We continue to evaluate opportunities for these businesses. There can be no assurance that we will complete one or more transactions, and we also intend to take actions on our own that present the opportunity to improve the economics of these brands and business, including potential externalization through non-Sears Holdings channels.

Adjusted EBITDA

In addition to our net loss attributable to Sears Holdings’ shareholders determined in accordance with Generally Accepted Accounting Principles (“GAAP”), for purposes of evaluating operating performance, we use Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) and Adjusted Loss Per Share (“Adjusted EPS”), which are non-GAAP measures. The tables attached to this press release provide a reconciliation of GAAP to as adjusted amounts. We believe that our use of Adjusted EBITDA and Adjusted EPS provides an appropriate measure for investors to use in assessing our performance across periods, given that these measures provide adjustments 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 EBITDA or Adjusted EPS to assess our financial and earnings performance. We also use, and recommend that you use, diluted loss per share in addition to Adjusted EPS in assessing our earnings performance.

As a result of the Seritage and JV transactions, Adjusted EBITDA for the third quarter of 2016 and 2015 included additional rent expense of approximately $48 million and $52 million, respectively, while the first nine months of 2016 and 2015 included additional rent expense of approximately $150 million and $78 million, respectively. Due to the structure of the leases, we expect that our cash rent obligations to Seritage and the joint venture partners will decline, over time, as space in these stores is recaptured. From the inception of the Seritage transaction to date, we have received recapture notices on 17 properties, which is estimated to reduce the rent expense by approximately $10 millionon an annual basis. We have also exercised our right to terminate the lease on 17 properties, which is estimated to reduce rent expense by approximately $6 million on an annual basis.

Forward-Looking Statements

Results are unaudited. This press release contains forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about our transformation through our integrated retail strategy, our plans to redeploy and reconfigure our assets, our liquidity, our ability to successfully achieve our plans to generate liquidity through potential transactions or otherwise, our intention to explore potential partnerships or other transactions involving our Kenmore®, Craftsman® and DieHard® brands and our Sears Home Services business, and other statements that describe the Company’s plans. Whenever used, words such as “will,” “expect,” and other terms of similar meaning are intended to identify such forward-looking statements. Forward-looking statements, including these, are based on the current beliefs and expectations of our management and are subject to significant risks, assumptions and uncertainties, many of which are beyond the Company’s control, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Detailed descriptions of risks, uncertainties and factors relating to Sears Holdings are discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.

About Sears Holdings Corporation

Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

NEWS MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371

Source: Sears Holdings Corporation

Sears Holdings: Steven T. Mnuchin to step down from the board to embark on an important post in President-elect Trump’s administration

HOFFMAN ESTATES, 2016-Dec-05 — /EPR Retail News/ — Sears Holdings Corporation (NASDAQ: SHLD) today (Dec. 2, 2016) announced that Steven T. Mnuchin has informed the company that he has decided to step down from the company’s board of directors, effective immediately. President-elect Donald J. Trump recently announced his intent to nominate Mr. Mnuchin as Secretary of the United States Department of Treasury.

Mr. Mnuchin joined the board of Sears Holdings in March 2005 at the time of the merger of Sears, Roebuck and Co. and Kmart Holding Corporation. Previously, in May 2003, he was named to the board of directors for Kmart Holding Corporation.

“I want to thank Steven for his leadership, guidance and counsel during his more than 13 years of service as a highly valued member of the boards of both Sears Holdings and the former Kmart Holding Corporation,” said Edward S. Lampert, Chairman and CEO of Sears Holdings. “I also congratulate Steven as he embarks on this important post in President-elect Trump’s administration.”

“It’s been a pleasure to work closely with Eddie and the other members of the Sears Holdings’ board of directors over the years, and I wish the company and its associates all the best as Sears Holdings continues on its transformation,” said Mr. Mnuchin.

Mr. Mnuchin’s departure decreases the number of Sears Holdings’ directors to nine.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

NEWS MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371

SOURCE: Sears Holdings Corporation

Sears MasterCard holders to earn more points thru Shop Your Way program

NEW YORK and HOFFMAN ESTATES, Ill., 2016-Oct-29 — /EPR Retail News/ — Starting November 1st, more than five million current Sears MasterCard holders whose cards are linked to the Shop Your Way program will earn more Shop Your Way points at many of their favorite places. The Sears MasterCard is powered by Citi Retail Services, one of the country’s largest and most experienced private label and cobrand credit card issuers.

These Sears MasterCard holders will automatically earn more Shop Your Way points on a complimentary basis through December 31, 2017, including:

  • 5% back in points on eligible purchases made at gas stations;
  • 3% back in points on eligible purchases at grocery stores and restaurants
    [5% and 3% back on the first $10,000 of combined eligible purchases made on gas, groceries and restaurants and 1% thereafter];
  • 2% back in points on eligible purchases made at Sears and Kmart; and
  • 1% back in points on all other eligible purchases.

Points can easily be redeemed on purchases ranging from everyday household consumables to larger items such as kitchen appliances sold by Sears and Kmart in store or online and on ShopYourWay.com. There is no minimum redemption threshold and no need for certificates or gift cards – members can see their points online or on their Shop Your Way app and instantly redeem them towards their purchases in store or online. Points earned with the card are also combinable with other Shop Your Way point offers through Shop Your Way partners such as Uber, Liberty Mutual Insurance, Pure Talk, Groupon, Avis Budget Group and more. Visit shopyourway.com/partners to view current partner offers.

“We are pleased to partner with Sears Holdings to bring this innovative new Shop Your Way offer through the Sears MasterCard to market,” said Bill Johnson, Citi Retail Services’ Chief Executive Officer. “This offer delivers the highest value on those categories that are most important to consumers and provides cardholders with the opportunity to earn considerably more Shop Your Way points in more places.”

“By deepening our longstanding relationship with Citi through this important partnership, it enables us to deliver a best-in-class offer that rewards Shop Your Way members for activity in their daily lives,” said Edward S. Lampert, Chairman & CEO of Sears Holdings. “We are focused on making the card a core element of the Shop Your Way member offering as it supports the program’s generous rewards, partnerships and experiences. Enhancing Shop Your Way benefits for Sears MasterCard holders is the latest step in the evolution of the Shop Your Way program and is another example of how we are transforming Sears Holdings to focus on serving our members in a wide variety of ways.”

In addition to the enhanced Shop Your Way rewards benefits, the Sears MasterCard also provides a broad range of built-in, comprehensive benefits, including:

  • Special financing offers at Sears and Kmart;
  • Exclusive cardholder savings events;
  • EMV technology;
  • Online account access; and
  • Zero liability on unauthorized purchases.

The more than 5 million Sears MasterCard holders will automatically receive the new 5-3-2-1 Shop Your Way offer on a complimentary basis starting November 1st, 2016, through December 31, 2017. Newly designed Shop Your Way branded cards will be issued to members starting March 2017.

The new offer will also be made available to existing Shop Your Way members and new members early next year. Those who are interested in the 5-3-2-1 offer can visit www.shopyourway.com/cardto request an application.

About Citi
Citi, the leading global bank, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

About Shop Your Way
Shop Your Way®, a business unit of Sears Holdings (NASDAQ: SHLD), is a free social shopping destination and rewards program offering millions of products, personalized services, and advice. The program rewards members for buying the products and services they want every day. Through an extensive network, members can shop thousands of top brands and earn points to use on future purchases. Members also have access to special pricing, sales and digital coupons that can be loaded directly into their account.

It’s free and easy to become a Shop Your Way member and begin enjoying benefits immediately when you visit shopyourway.com. Download the free Shop Your Way app on iTunes or Google Play.

Media Contacts:
Deirdre Leahy
Citi
212.559.3296
deirdre.leahy@citi.com

Howard Riefs
Sears Holdings
847.286.7562
howard.riefs@searshc.com

SOURCE: Sears Holdings Corporation

Sears Holdings Q1 2016: Kmart and Sears Domestic comparable store sales decline 5.0% and 7.1% respectively

HOFFMAN ESTATES, Ill., 2016-May-31 — /EPR Retail News/ — Sears Holdings Corporation (“Holdings,” “we,” “us,” “our,” or the “Company”)(NASDAQ: SHLD) today announced financial results for its first quarter ended April 30, 2016. As a supplement to this announcement, a presentation, pre-recorded conference and audio webcast are available at our website http://searsholdings.com/invest.

In summary, we reported:

  • Reported net loss attributable to Holdings’ shareholders of $471 million ($4.41 loss per diluted share) for the first quarter of 2016 compared to a net loss attributable to Holdings’ shareholders of $303 million ($2.85 loss per diluted share) for the prior year first quarter.
  • Adjusted for significant items, we would have reported a net loss attributable to Holdings’ shareholders of $199 million ($1.86 loss per diluted share) for the quarter compared to a net loss attributable to Holdings’ shareholders of $213 million ($2.00 loss per diluted share) in the prior year quarter;
  • Adjusted EBITDA of $(127) million, excluding Seritage Growth Properties and joint venture rent, in the first quarter of 2016 improved from$(141) million in the prior year first quarter. We have shown improvements in six of the last seven quarters;
  • Kmart and Sears Domestic comparable store sales declined 5.0% and 7.1%, respectively, in the first quarter of 2016; and
  • During the first quarter of 2016, the Company closed a $750 million Senior Secured Term Loan (the “2016 Term Loan”) and received approximately $722 million in net proceeds from the 2016 Term Loan. The Company also entered into a $500 million committed secured loan facility (the “Secured Loan Facility”) maturing in July 2017 and received net proceeds of approximately $485 million from the Secured Loan Facility. The proceeds were used to reduce outstanding borrowings under its asset-based revolving credit facility and for general corporate purposes. The 2016 Term Loan, together with the Secured Loan Facility, provide the Company with additional financial flexibility as it executes on its transformation to a more asset-light integrated retailer leveraging its membership based Shop Your Way® program.

Edward S. Lampert, Holdings’ Chairman and Chief Executive Officer, said, “While our operating performance still remains well below our goals, I am pleased to report that our first quarter Adjusted EBITDA, excluding Seritage Growth Properties and joint venture rent, improved by $14 millioncompared to the first quarter of 2015, largely driven by reductions in overall expenses. Our Sears Domestic and Kmart apparel businesses continue to be negatively impacted by a heavily promotional competitive environment. We continue to focus on improving the overall performance of these businesses through changes to our assortment, sourcing, pricing and inventory management practices. We remain focused on restoring Sears Holdings to profitability by concentrating on our best stores, our best members and our best categories through innovative solutions leveraging our Shop Your Way membership program and our Integrated Retail offerings.”

Rob Schriesheim, Holdings’ Chief Financial Officer, said, “We have an asset rich portfolio which provides us with numerous options to finance our transformation strategy. The closing of the previously announced $750 million Term Loan, together with the $500 million Secured Loan Facility, provides $1.25 billion of committed financing. When considered together with our previously announced intention to monetize at least $300 million of assets, this set of actions would result in an aggregate of $1.5 billion of enhanced liquidity. As we have consistently demonstrated, we will continue to take actions to adjust our capital structure and manage our business to enable us to execute on our transformation while meeting all of our financial obligations.”

Financial Results

Revenues decreased approximately $488 million to $5.4 billion for the quarter ended April 30, 2016, compared to revenues of $5.9 billion for the quarter ended May 2, 2015. The decrease in revenue was primarily driven by a 6.1% decline in comparable store sales during the quarter, which accounted for $268 million of the revenue decline, and by having fewer Kmart and Sears Full-line stores in operation, which accounted for $149 million of the decline.

At Kmart, comparable store sales decreased 5.0% driven by declines in the consumer electronics, grocery & household, pharmacy, drugstore and home categories. Sears Domestic comparable store sales decreased 7.1% primarily driven by decreases in home appliances, apparel, consumer electronics, footwear and Sears Auto Centers.

During the quarter, gross margin decreased $341 million due to the above noted decline in sales, as well as a decline in our gross margin rate. Kmart’s gross margin rate for the first quarter declined 310 basis points compared to the prior year first quarter, while Sears Domestic’s gross margin rate declined 470 basis points. Excluding the impact of significant items noted in our Adjusted Earnings Per Share tables, Kmart’s gross margin rate would have declined 110 basis points, while Sears Domestic’s gross margin rate would have declined 230 basis points compared to the prior year first quarter, driven by increased markdowns, including an increase in Shop Your Way expense, in both formats, as well as significantly lower margin in our apparel business and home appliances business experienced in Sears Domestic.

Selling and administrative expenses decreased $178 million in the first quarter of 2016 compared to the prior year quarter. Excluding significant items noted in our Adjusted Earnings Per Share tables, selling and administrative expenses declined $176 million primarily due to a decrease in payroll expense. In addition, advertising expense also declined as we shift away from traditional advertising to use of Shop You Way® points expense, which is included within gross margin.

Our effective tax rate for the first quarter of 2016 was an expense of 3.3%, compared to an expense of 6.3% in the prior year quarter. The application of the requirements for accounting for income taxes in interim periods, after consideration of our valuation allowance, causes a significant variation in the typical relationship between income tax expense and pretax income.

The Company reported a net loss attributable to Holdings’ shareholders of $471 million for the first quarter of 2016 compared to a net loss attributable to Holdings’ shareholders of $303 million for the prior year period. Net loss attributable to Holdings’ shareholders for the first quarter of 2016 and 2015 included significant items noted in our Adjusted Earnings Per Share tables, which aggregated to expense of $272 million and $90 million, respectively. Adjusting for these significant items, we would have reported a net loss attributable to Holdings’ shareholders of $199 millionand $213 million in the first quarter of 2016 and 2015, respectively.

Financial Position

The Company’s cash balances were $286 million at April 30, 2016 compared with $238 million at January 30, 2016. Merchandise inventories at April 30, 2016 were $5.0 billion, compared to $5.1 billion at May 2, 2015, while merchandise payables were $1.3 billion and $1.7 billion at April 30, 2016 and May 2, 2015, respectively. Short-term borrowings totaled $380 million at the end of the first quarter of 2016 compared to $797 million at January 30, 2016.

At April 30, 2016, we had utilized approximately $896 million of our $1.971 billion revolving credit facility due in 2020 (consisting of $244 million of borrowings and $652 million of letters of credit outstanding). The amount available to borrow under our credit facility was approximately $265 million, which reflects the effect of our springing fixed charge coverage ratio covenant and the borrowing base limitation in our revolving credit facility, which varies primarily based on our overall inventory and receivables balances.

Total long-term debt (long-term debt and capital lease obligations) was $3.4 billion and $2.2 billion at April 30, 2016 and January 30, 2016, respectively.

Other Corporate Developments

As we continue to evaluate opportunities to accelerate our transformation and drive growth, we recognize there is significant potential to further develop our Kenmore®, Craftsman® and DieHard® (“KCD”) and Sears Home Services (“SHS”) businesses. Accordingly, our Board of Directors has decided to explore alternatives for KCD and SHS. Our iconic KCD brands are beloved by the American consumer and we believe that we can realize significant growth by further expanding the presence of these brands outside of Sears and Kmart. Similarly, our SHS business, which is the nation’s leading provider of in-home services (Protection Agreements, Parts Direct, Delivery/Installation/Repair and Home Improvement), has greater potential than what we have delivered in the past. As the “internet of things” develops and as more of our lives become connected, we believe SHS and KCD stand to benefit significantly from broader accessibility. By evaluating potential partnerships or other transactions that could expand distribution of our brands and service offerings, we can position both businesses to achieve greater success.

We have retained Citigroup Global Markets and LionTree Advisors to assist us in these efforts. There can be no assurance that we will complete one or more transactions, but we intend to aggressively evaluate all of the potential alternatives available to these businesses.

Finally, Sears announced today that its Chief Financial Officer, Robert Schriesheim, will be departing from his position with the Company to focus on his other business interests and pursue other career opportunities. To ensure a smooth transition, Mr. Schriesheim has agreed to continue in his current role until we have identified his replacement. Additionally, Mr. Schriesheim will continue to remain an advisor to the Company throughJanuary 31, 2017. “On behalf of Sears and its Board of Directors, I would like to thank Rob for his many contributions to the Company since he joined in 2011,” said Mr. Lampert.

Adjusted EBITDA

In addition to our net loss attributable to Sears Holdings’ shareholders determined in accordance with Generally Accepted Accounting Principles (“GAAP”), for purposes of evaluating operating performance, we use Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), Adjusted EBITDA excluding Seritage/JV rent and Adjusted Earnings Per Share (“Adjusted EPS”), which are non-GAAP measures. The tables attached to this press release provide a reconciliation of GAAP to as adjusted amounts. Adjusted EBITDA, excluding Seritage/JV rent, reflects the impact of the additional rent expense and assigned sub-tenant rental income as a result of the Seritage and JV transactions. The terms of our leases with Seritage and the JVs provide us with the ability to accelerate the transformation of our physical stores. We expect that our cash rent obligations will decrease significantly as space in these stores is recaptured. We believe that our use of Adjusted EBITDA, Adjusted EBITDA excluding Seritage/JV rent and Adjusted EPS provides an appropriate measure for investors to use in assessing our performance across periods, given that these measures provide adjustments 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 EBITDA, Adjusted EBITDA excluding Seritage/JV rent or 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.

Forward-Looking Statements

Results are unaudited. This press release contains forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about our transformation through our integrated retail strategy, our plans to redeploy and reconfigure our assets, our liquidity, our ability to exercise financial flexibility as we meet our obligations and pursue possible strategic transactions and other statements that describe the Company’s plans. Whenever used, words such as “will,” “expect,” and other terms of similar meaning are intended to identify such forward-looking statements.  Forward-looking statements, including these, are based on the current beliefs and expectations of our management and are subject to significant risks, assumptions and uncertainties, many of which are beyond the Company’s control, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Detailed descriptions of risks, uncertainties and factors relating to Sears Holdings are discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

NEWS MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371

SOURCE Sears Holdings Corporation

Sears Holdings announces the appointment of James P. Andrew as Chief Administrative Officer

HOFFMAN ESTATES, Ill., 2016-Mar-29 — /EPR Retail News/ — Sears Holdings (NASDAQ: SHLD) announced today that James P. Andrew has joined the company in the new role of Chief Administrative Officer. In this position he will be responsible for the company’s corporate support functions, including financial planning and analysis, business finance, procurement, legal, and human resources.

“Jim is a proven executive with deep expertise leading business performance improvement, corporate strategy and delivering on key objectives,” said Edward S. Lampert, Sears Holdings’ Chairman and CEO. “His range and depth of experiences managing corporate transformations and capability development makes him a strong fit for Sears Holdings as we pursue our member-focused transformation.”

Andrew comes to Sears Holdings from Royal Philips N.V., where as an executive vice president and the chief strategy and innovation officer he played a central role in the multi-year transformation of Philips’ performance, productivity and capability development. He was responsible for the company’s business and market growth strategies and annual planning. Andrew also led the company’s digital transformation and a major repositioning of Philips’ portfolio, among many other accomplishments.

Prior to Philips, Andrew spent 25 years with The Boston Consulting Group (BCG), where he most recently served as a senior partner and managing director. At BCG he consulted with Fortune 250 companies across a wide range of industries on business performance improvement, corporate strategy, portfolio composition and shareholder value creation and growth. Andrew also established BCG’s Innovation Practice, and served as its global leader for many years, providing organizations with support on product development, speed, innovation strategy, portfolio management and resource allocation.

Andrew has served as a charter member of the USA’s National Advisory Committee for Innovation and Entrepreneurship, and is the lead author of Payback: Reaping the Rewards of Innovation, selected as a “Top 10 Innovation Book” of the year by Bloomberg Businessweek. He holds a Masters of Business Administration from Harvard Business School and a Bachelor of Science degree in Accountancy from the University of Illinois.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com

SOURCE Sears Holdings Corporation

NEWS MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371

###

Sean Skelley appointed President Home Services at Sears Holdings Corporation

HOFFMAN ESTATES, Ill., 2015-10-12 — /EPR Retail News/ — Sears Holdings Corporation (NASDAQ: SHLD) today announced the appointment of Sean Skelley as president, Home Services. In his new role with the company, Skelley will be accountable for all aspects of the company’s Home Services business.

Skelley’s background includes over 20 years with Best Buy Co. Inc., where he progressed with increasing levels of responsibility, from stores to merchandising/category management, to business development and services. As senior vice president of services strategy, he led one of Best Buy’s key growth initiatives, “Win the Home with Service.” He was also responsible for the acquisition and nationwide rollout of Geek Squad, a 24/7 computer support task force, building it into a billion dollar global enterprise providing technology solutions.

Skelley most recently served as the senior vice president of service solutions for Asurion, a global organization providing device protection and support services for smartphones, tablets, consumer electronics and appliances.

“Sean is a proven, innovative leader who brings a history of strategic customer focus to his new role as the leader of Home Services,” said Edward S. Lampert, Sears Holdings’ Chairman and Chief Executive Officer. “He possesses a unique understanding of service and product repair needs, and his abilities to identify service efficiencies will be a great asset as we focus on our members and drive the company’s transformation.”

Sears Home Services is the number one national service provider and trusted advisor invited into millions of homes each year. Home Services is a key element in our active relationship with more than 39 million households. With approximately 7,500 service technicians making over 13 million service and installation calls annually, this business delivers a broad range of retail-related residential and commercial services.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

About Sears Home Services
Sears Home Service, the nation’s largest product repair service provider, is a key element in Sears Holdings active relationship, providing more than 52 million solutions for homeowners 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.  Sears Home Services also includes HVAC services, home improvement services (primarily siding, windows, cabinet refacing, kitchen remodeling, roofing, carpet and upholstery cleaning, air duct cleaning, and garage door installation and repair).  For more information about Sears Home Services, visit the website at www.searshomeservices.com.

NEWS MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371

SOURCE Sears Holdings Corporation

Girish Lakshman appointed president Fulfillment at Sears Holdings Corporation

HOFFMAN ESTATES, Ill., 2015-9-22 — /EPR Retail News/ — Sears Holdings Corporation (NASDAQ: SHLD) today announced the appointment of Girish Lakshman as president, Fulfillment. His new role will support the company’s continued efforts to enhance the member experience, flawlessly fulfill member and customers’ needs and advance its integrated retail strategy.

Lakshman most recently served as vice president of Worldwide Transportation Strategy, Technology and Customer Returns at Amazon. During his 15 years with Amazon, Lakshman held positions with increasing responsibility in a variety of roles in transportation, technology, logistics, operational excellence and management. Lakshman’s early career experiences included operations planning for manufacturing and industrial engineering functions.

“Girish’s strong operational discipline, process thinking and experience leading change make him a strong fit for Sears Holdings,” said Edward S. Lampert, Sears Holdings’ Chairman and Chief Executive Officer. “He will work closely with me and our supply chain and inventory management leaders to enhance our members’ experiences and support our transformation as an integrated retailer.”

Lakshman holds a Bachelor of Science degree in Mechanical and Industrial Engineering from Osmania University in India.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

NEWS MEDIA CONTACT:

Sears Holdings Public Relations
(847) 286-8371

SOURCE Sears Holdings Corporation

Sears Holdings: Tom Park appointed president Kenmore, Craftsman & DieHard business unit

HOFFMAN ESTATES, Ill., 2015-9-16 — /EPR Retail News/ — Sears Holdings Corporation (NASDAQ: SHLD) today announced the appointment of Tom Park as president, Kenmore, Craftsman & DieHard, the company’s iconic brands business unit.

Park most recently served as the vice president and general manager of the Linksys division of Belkin International where he has held various senior level roles since 2004. Prior to Belkin, he served as the director of finance for Walt Disney Imagineering, the arm of the company focused on theme parks, resorts and other real estate development. Park was promoted to vice president and controller of Disney Consumer Products and then to vice president and general manager of Disney Collectibles, which later became Walt Disney Classics under his leadership. He also was senior vice president of Disney Direct Marketing and president of The Disney Store Worldwide. Park has also previously held positions at Unisys, EStyle and MGA Entertainment.

“Tom is a veteran in the consumer and business-to-business technology space,” said Edward S. Lampert, Sears Holdings’ Chairman and Chief Executive Officer. “His experience at Disney, one of the country’s most treasured brands, in addition to his over 30 years of experience in sales, operations, sourcing and logistics, product management and finance, positions him well to serve as the steward of our brands as we continue to transform our company.”

Park holds a Bachelor of Science degree in Accounting from Villanova University.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

NEWS MEDIA CONTACT:

Sears Holdings Public Relations
(847) 286-8371

 

SOURCE Sears Holdings Corporation

Sears Holdings entered into a binding term sheet for a five-year agreement with Pension Benefit Guaranty Corporation (PBGC)

HOFFMAN ESTATES, Ill., 2015-9-8 — /EPR Retail News/ — Sears Holdings Corporation (the “Company”) (NASDAQ: SHLD) today announced that it has been in discussions with the Pension Benefit Guaranty Corporation (“PBGC”) with respect to the Company’s rights offering and sale-leaseback transaction with Seritage Growth Properties, a recently formed, independent publicly traded real estate investment trust, which closed on July 7, 2015, and the Company has entered into a binding term sheet for a five-year agreement (the “Agreement”) with PBGC, subject to entry into definitive documentation in the next 60 days.  Pursuant to the Agreement, the Company will continue (as it has since at least 2006) to protect, or “ring-fence,” pursuant to customary covenants, the assets of certain special purpose subsidiaries (the “Relevant Subsidiaries”) holding real estate and/or intellectual property assets.

Under the definitive documentation, the Relevant Subsidiaries will grant PBGC a springing lien on the ring-fenced assets, which lien would be triggered only by (a) failure to make required contributions to the Company’s pension plan (the “Plan”), (b) prohibited transfers of ownership interests in the Relevant Subsidiaries, (c) termination events with respect to the Plan, and (d) bankruptcy events with respect to the Company or certain of its material subsidiaries.

The Company will continue to make required contributions to the Plan, the scheduled amounts of which are not affected by the Agreement.  The Company has consistently managed its business such that it is able to meet its obligations to the Plan despite the historically unprecedented low interest rate environment.  Although the Company believes that no basis exists under ERISA for an involuntary or distress termination of the Plan, PBGC has further agreed to forbear from initiating an involuntary termination of the Plan, except upon the occurrence of specified conditions.

“This agreement results from good faith discussions between the PBGC and the Company and is another positive step forward for the Company; it provides meaningful protections to the PBGC while preserving the Company’s financial and operational ability to continue implementing the transformation,” said Edward S. Lampert, Sears Holdings’ Chairman and Chief Executive Officer.

Forward-Looking Statements

This press release contains forward-looking statements, including about our transformation through our integrated retail strategy, our plans to redeploy and reconfigure our assets, our liquidity and our ability to exercise financial flexibility as we meet our obligations and possible strategic transactions. Forward-looking statements, including these, are based on the current beliefs and expectations of our management and are subject to significant risks, assumptions and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: our ability to offer merchandise and services that our customers want, including our proprietary brand products; our ability to successfully implement our integrated retail strategy to transform our business; our ability to successfully manage our inventory levels; our ability to successfully implement initiatives to improve our liquidity through inventory management and other actions; competitive conditions in the retail and related services industries; worldwide economic conditions and business uncertainty, including the availability of consumer and commercial credit, changes in consumer confidence and spending, the impact of rising fuel prices, and changes in vendor relationships; vendors’ lack of willingness to provide acceptable payment terms or otherwise restricting financing to purchase inventory or services; possible limits on our access to our domestic credit facility, which is subject to a borrowing base limitation and a springing fixed charge coverage ratio covenant, capital markets and other financing sources, including additional second lien financings, with respect to which we do not have commitments from lenders; our ability to successfully achieve our plans to generate liquidity through potential transactions or otherwise; potential liabilities in connection with the separation of Lands’ End, Inc. and disposition of a portion of our ownership interest in Sears Canada, Inc.; our extensive reliance on computer systems, including legacy systems, to implement our integrated retail strategy, process transactions, summarize results, maintain customer, member, associate and Company data, and otherwise manage our business, which may be subject to disruptions or security breaches; the impact of seasonal buying patterns, including seasonal fluctuations due to weather conditions, which are difficult to forecast with certainty; our dependence on sources outside the United States for significant amounts of our merchandise; our reliance on third parties to provide us with services in connection with the administration of certain aspects of our business and the transfer of significant internal historical knowledge to such parties; impairment charges for goodwill and intangible assets or fixed-asset impairment for long-lived assets; our ability to attract, motivate and retain key executives and other associates; our ability to protect or preserve the image of our brands; the outcome of pending and/or future legal proceedings, including shareholder litigation, product liability and qui tam claims and proceedings with respect to which the parties have reached a preliminary settlement; the timing and amount of required pension plan funding; and other risks, uncertainties and factors discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

NEWS MEDIA CONTACT:

Sears Holdings Public Relations
(847) 286-8371

SOURCE Sears Holdings Corporation

Lynn Pendergrass joins Sears Holdings as President, Hardlines

HOFFMAN ESTATES, Ill., 2015-8-25— /EPR Retail News/ — Sears Holdings (NASDAQ: SHLD) announced today that Lynn Pendergrass joined the company in the new role of President, Hardlines. In this position, she will be responsible for working across the Kenmore, Craftsman & DieHard business unit and its hardlines partners — including Home Appliances, Lawn & Garden, Tools, and Sears Auto Centers — to develop compelling offers and build relationships with members who shop the hardline categories.

Pendergrass comes to Sears Holdings from Johnson & Johnson, where she directed an approximately $14 billion business segment with 23,000 employees in 80 countries as worldwide chairman, Consumer. Prior to J&J, Pendergrass served as the senior vice president & general manager of the printing and personal systems group at Hewlett-Packard (HP). Before joining HP, she successfully led the consumer businesses for over 20 years at General Electric, including appliances and lighting, with a particular focus on global brand and product management, insight-led innovation and building exceptional customer partnerships.

“Lynn is a proven executive with deep expertise driving cross-functional alignment, growing market share and delivering on key objectives,” said Edward S. Lampert, Sears Holdings’ Chairman and CEO. “Her range and depth of consumer and product experiences, coupled with her track record of achieving results through diverse teams makes her a strong fit for Sears Holdings as we pursue our member-focused transformation.”

Pendergrass holds both Bachelor of Science and Master of Engineering degrees in Chemical Engineering from the University of Louisville.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

NEWS MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371

SOURCE: Sears Holdings Corporation

Sears Holdings appoints Joelle Maher as president and chief member officer for the Sears format HOFFMAN ESTATES, Ill.

Role critical to meeting needs of the Sears’ Shop Your Way members

HOFFMAN ESTATES, Ill., 2015-7-14 — /EPR Retail News/ — Sears Holdings (NASDAQ: SHLD) announced today that Joelle Maher has joined the company as president and chief member officer for the Sears format. In this role, Maher will be responsible for developing the Shop Your Way®member-centric business strategy for the Sears format, managing the Sears P&L and aligning merchandising, marketing, pricing and selling with the needs of our members.

Maher comes to Sears Holdings from Gymboree Corporation, where she served as chief operating officer and was responsible for leading all operational aspects of the company, including stores, planning and allocation, real estate and construction, international, distribution and logistics, operational process and strategy, and information technology. Prior to Gymboree, Maher spent seven years at Levi Strauss & Company in various senior leadership roles including serving as executive vice president and president, Global Multichannel Retail. She also worked at Lucky Brand Jeans for seven years, and began her career in merchandising and planning roles at Old Navy, Macy’s East and Lord & Taylor.

“Joelle’s depth and breadth of retail and business experience and ability to achieve superior results in established organizations make her a strong fit for this member-focused role at Sears Holdings,” said Edward S. Lampert, Sears Holdings Chairman and CEO. “She will work closely with me and our business unit leaders to lead our iconic Sears brand in its continued transformation as an integrated retail format.”

Maher received a Bachelor of Science degree from Cornell University.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

NEWS MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371

SOURCE Sears Holdings