Sears Holdings Corporation

For the 2009 Federal Trade Commission case see In the Matter of Sears Holdings Management Corporation.

Sears Holdings Corporation (NASDAQ: SHLD) is a retail conglomerate formed in 2005 by the merger of Sears, Roebuck and Co., of Hoffman Estates, Illinois, with Kmart Holdings Corporation, of Troy, Michigan.^[2] The company operates 3,900 retail locations under the mastheads of Sears, Sears Grand, Sears Hometown Stores, Sears Hardware, Kmart, Big Kmart, Super Kmart, The Great Indoors, and Lands' End stores. It is the tenth largest retailer by annual revenue in the United States trailing behind Walmart, Kroger, Target, Walgreens, The Home Depot, Costco, CVS Caremark, Lowe's and Best Buy.^[3]

The company maintains its corporate headquarters in Hoffman Estates.

History

Kmart and Sears merger

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

The two companies cited several reasons for combining forces:

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

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

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

Sears Holdings today

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

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

Sears Holdings owns 92 percent of Sears Canada,^[4] a large department store chain in Canada, similar to the U.S. stores. (Sears Holdings failed in 2006 to buy the remainder of Sears Canada that it does not own because Bill Ackman took a 17.3 percent stake in it and prevented any takeover. He accepted to sell his stake at $30 a share on April 23, 2010.) Sears Holdings also owns 20 percent of Sears Mexico; Carlos Slim owns the other 80 percent. Like Target stores, Kmart-branded stores in Australia belong to Wesfarmers (which acquired former owners Coles Group in 2007); Wesfarmers also holds the rights to the Kmart brand in New Zealand.

In 2005, Sears Holdings sold a stake in hardware chain Orchard Supply Hardware to private equity firm Ares Management. On December 14, 2011, Sears Holdings announced that it would spin off its remaining holdings in Orchard Supply to shareholders effective December 30, 2011.^[5]

In November 2006, speculation rolled around as The Chicago Sun Times reported that Sears may buy Safeway, Home Depot, Gap, Radio Shack, Pep Boys, Anheuser Busch or all six companies.^[6] The Washington Post, in a March 11, 2007, article, described the current Sears as a hedge fund with money being diverted from the maintenance and improvement of stores to non-retail financial investments. A former executive was quoted as saying the company faced an "uncertain future". Surprisingly, a third of pre-tax income in the third quarter of 2006, according to The Washington Post, was due to financial trades not the retail business. However, these investments performed poorly in the fourth quarter.^[7]

In 2007, the company placed its three major brands in KCD IP, a "separate, wholly owned, bankruptcy-remote subsidiary". KCD stands for the three brands: Kenmore, Craftsman, DieHard. KCD IP then issued $1.8 billion in bonds that were sold to Sears' insurance subsidiary based in Bermuda. Sears would thus pay KCD for use of the three brands' trademarks.^[8]

On December 14, 2007, the company submitted a draft merger agreement to buy Restoration Hardware for $6.75 a share. Sears already owned 13.7 percent of the company.^[9] That offer was withdrawn after Restoration's shares tumbled and a competing bid from private equity firm Catterton Partners was lowered to $4.50 per share. On February 28, Sears Holdings made an offer of $4.55 a share.

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

On February 22, 2010, the Sears Automotive business launched a new Independent Sears Auto Center franchise program that offers automobile dealers the opportunity to operate licensed Sears Auto Centers.The Coleman Auto Group of East Windsor, New Jersey, is the first dealership and is expected to open a Sears auto center in March 2010.^[11]

Financial trouble

The company has faced consistent quarters of decline since the merger of Sears, Roebuck, and Co. and Kmart Corp. in 2005. Since 2005, the first year of results for the merged company, its income plunged 84 percent from $858 million, or $6.17 per diluted share.^[12] Eddie Lampert has held the title of chairman of Sears Holdings over time period of declines. The first quarter of 2011 did not appear any better, with the company posting a net loss of $170 million, or $1.58 a share, for the quarter ended April 30. Some industry analysts feel the heart of the problem is caused by Eddie Lampert's "penny-pinching" cost-savings by stifling investment into stores. Instead the company has been buying back stock and increasing its presence online.^[13]

On December 27, 2011, after poor holiday sales, the company announced 100 to 120 Sears and Kmart stores would close.^[14]

Chains

• Kmart is a chain of discount department stores that are usually free-standing or located in strip malls. The stores carry electronics, music, movies, bedding, hardware, sporting goods, clothing, toys, jewelry, office supplies, health and beauty products, home decor and a limited selection of food items. Many stores also have a garden center, a pharmacy, and usually have a K-Cafe or Little Caesars Pizza station. Kmart stores range from 80,000 to 110,000 square feet (7,400 to 10,200 m²). Many of these stores were converted into Super Kmart, and most of them were converted into Big Kmart.
• Big Kmart is a chain of discount department stores that carry everything a regular Kmart carries, but with an emphasis on home decor, children's clothing, and more food items. Big Kmart stores range from 84,000 to 120,000 square feet (7,800 to 11,100 m²). Big Kmart stores also feature a garden center, a pharmacy, a branch from a local bank, and usually have a K-Cafe or Little Caesars Pizza station. A small number of Big Kmarts are accompanied by a Kmart Express gas station.
• Super Kmart is a chain of hypermarkets that carry everything a regular Kmart carries, but has a full line of groceries (including meat and poultry, baked goods, delicatessen, frozen foods, dairy products, garden produce and fresh seafood). Super Kmart stores range from 140,000 to 190,000 square feet (13,000 to 17,700 m²). These stores are also known as Super Kmart Center or simply Super K. Super Kmart stores also feature a garden center, a video rental store, a branch from a local bank, a pharmacy, and usually have a K-Cafe or Little Caesars Pizza station. Several also include Kmart Express gas stations. Only twenty-nine Super Kmarts are still open, with most having been closed during the two rounds of closures during 2002 and 2003 and further reductions came in 2008, as twenty Super Kmart stores were converted to the Big Kmart format, with the grocery sections being completely removed. Since the merger, many Super Kmart stores were converted as there was less of an emphasis on this concept.^[15] Most of the surviving Super Kmarts are in regions without a strong Wal-Mart presence, including Ohio and Michigan, although one survives in Moon Township, Pennsylvania just outside of Pittsburgh, which does have a strong Wal-Mart presence. Another location in Queensbury, New York is close to two Walmart Supercenters. A typical Super Kmart sells around $30 million of merchandise during one fiscal year. Like many Wal-Mart Supercenter locations, Super Kmart locations are generally open twenty-four hours a day.
• mygofer: A on-line and brick-and-mortar retail concept launched in spring of 2009 proposing to make shopping better and life easier by offering its customers the benefits of online shopping, paired with the convenience of a storefront.^[16][17]
• Lands' End aside from carrying the Lands' End clothing line at 222 "store within a store" departments inside Sears domestic broadline locations, Sears Holdings also operates fourteen Lands' End stores that exclusively carry Lands' End clothing. These stores are located in outlet malls and regular malls.

• Sears is a chain of mid-range department stores that are located in shopping malls; they carry clothing, jewelry, home appliances, hardware, lawn and garden supplies, lawn mowers, paint, sporting goods, automobile repair, office supplies, electronics and school supplies. Sears stores are usually multi-level. There are 870 full-size Sears stores in the U.S. and 188 in Canada, with the largest store by total floor space being the Toronto Eaton Centre location in Canada, at 817,000 square feet (75,900 square metres).
• Sears Grand is a chain of free-standing department stores located away from shopping malls. The stores carry everything a regular Sears carries, plus health and beauty products, toys, baby care, cleaning supplies, home décor, pet food, cards and party supplies, books, magazines, music, films, and an edited assortment of groceries. Sears Grand stores range from 165,000 to 210,000 square feet (15,300 to 19,500 m²).^[18] The first Sears Grand opened at Jordan Landing in West Jordan, Utah in 2003. At 225,000 square feet (20,900 m²), the Jordan Landing store is currently the largest in the chain.
• Sears Appliance & Hardware is a chain of hardware stores that carry the whole line of Sears hardware and are usually free-standing or located in strip malls. Typically these stores are about 25,000 square feet (2,300 m²). In 2005 and 2006, some of these locations closed due to their proximity to, and therefore competition with, nearby Sears department stores.
• Sears Home Services is a division of Sears that specializes in appliance repair, lawn and garden services, HVAC service, as well as most in home services. Sears Home Services can also do repair on small appliances in-store.
• Sears Hometown Store (formerly Sears Dealer Store) is a chain of smaller stores that are operated as a store where the proprietor owns or leases the real estate while Sears Holdings handles the marketing and owns the inventory, and there are no franchising fees levied against the store proprietor. These stores are usually located in smaller markets that do not support full-sized Sears. They are signed as Sears and are usually free-standing or located in strip malls. They primarily concentrate on hardware, appliances and lawn-and-garden supplies. This was originally intended as a replacement to the now-discontinued Sears Catalog. There are 180 dealer stores in Canada.
• Sears Outlet is an outlet version of Sears department stores located in various retail locations across the U.S. The stores carry new, one-of-a-kind, out of carton, discontinued, used, scratched and dented merchandise at twenty to sixty percent off regular retail price. While a wide variety of products are available, appliances make up a large majority of available merchandise. There are eleven outlet stores across Canada (with one as a liquidation center).
• Sears Parts & Repair Center is a chain of service centers that typically sell parts for lawn-and-garden equipment and appliances and also feature a carry-in point for customers to bring merchandise in that needs to be repaired either in- or out-of- warranty. Typically labeled Sears Service Center or Sears Home Central, two names that also refer to the Parts and Repair Centers. Sears had previously closed some of these down as more of its service and replacement part business became home-based.
• The Great Indoors is a chain of free-standing home-décor stores that carry high-end appliances, bedding, and kitchen-and-bath fixtures. The Great Indoors also offers custom kitchen and bathroom design services. The Great Indoors stores are 130,000 square feet (12,000 m²).
• A&E Factory Service is a joint venture held by Whirlpool and Sears Holdings.^[19] A&E Factory Service is a network of mobile service vans with a long history of performing appliance repairs.^[20]

Former chains

• Sears Essentials is a chain of department stores that are located away from shopping malls (free-standing); carries everything a regular Sears carries, plus health and beauty products, toys, baby care, cleaning supplies, home décor, pet food, cards and party supplies, books, magazines, music, films, and a limited amount of food items. Sears Essentials stores are between 70,000 to 100,000 square feet (6,500 to 9,300 m²).^[21] These stores are essentially Sears-Kmart hybrid stores. Many Sears Essentials feature a Little Caesars Pizza Station and a pharmacy. Sears Essentials currently has a pilot program wherein some stores have had the Kmart merchandise (food, health/beauty, stationery, cleaning supplies) removed, Sears merchandise assortment expanded, and the "Essentials" part of the name removed and replaced with the "Grand" name.^[22]

Brands