Sears Canada
Transcription
Sears Canada
The Many Sides of SEARS at a S E A R S D E PA R T M E N T S T O R E S DEALER STORES ÒSears is now the only full-line department store in Canada.Ó Sears has 109 full-line department stores across the country, ÒThe national resources of Sears and personal service from your neighbour.Ó with the 110th store slated to open in Abbotsford, B.C. in Dealer stores are independently owned and 1999. 29 stores have been retrofitted to reflect Sears operated, and offer full catalogue services, a refreshing new look with a vastly expanded apparel and large selection of appliances, lawn and garden home fashion selection. products and electronics. 14 dealer stores were opened in 1998 to bring the total to 93. Plans are to open another 17 dealer stores in 1999. C A N A D A I N C. 1 9 9 8 FURNITURE & APPLIANCE STORES ÒOffering one of the largest selections of furniture in Canada.Ó A n n u a l Sears sells more furniture than any other single retailer in Canada. Sears has 20 free-standing furniture stores with 10 more planned for 1999. 12 of these stores offer both furniture and appliances. These stores present triple the selection of furniture offered in R e p o r t Sears traditional department stores, with the added advantage of specially trained home decor consultants. C ATA LO G U E ÒThe only full-line general merchandise catalogue in Canada.Ó Sears published 19 different catalogues in 1998, reaching 4.5 million households. Customers can order by calling 1-800-26-SEARS, the most frequently called number in SEARS OUTLET STORES Canada, or by fax or over the Internet. Sears has 1,900 ÒSears quality at outlet prices.Ó catalogue order pick up locations across the country. The Sears has 12 outlet stores. 4 stores were opened catalogue offers a department store selection of over in 1998 featuring a new format with 80,000 50,000 products and services. sq. ft. The outlet stores offer a wide selection of merchandise, including in-season clearance. outside The Many Sides of SEARS at a S E A R S D E PA R T M E N T S T O R E S DEALER STORES ÒSears is now the only full-line department store in Canada.Ó Sears has 109 full-line department stores across the country, ÒThe national resources of Sears and personal service from your neighbour.Ó with the 110th store slated to open in Abbotsford, B.C. in Dealer stores are independently owned and 1999. 29 stores have been retrofitted to reflect Sears operated, and offer full catalogue services, a refreshing new look with a vastly expanded apparel and large selection of appliances, lawn and garden home fashion selection. products and electronics. 14 dealer stores were opened in 1998 to bring the total to 93. Plans are to open another 17 dealer stores in 1999. C A N A D A I N C. 1 9 9 8 FURNITURE & APPLIANCE STORES ÒOffering one of the largest selections of furniture in Canada.Ó A n n u a l Sears sells more furniture than any other single retailer in Canada. Sears has 20 free-standing furniture stores with 10 more planned for 1999. 12 of these stores offer both furniture and appliances. These stores present triple the selection of furniture offered in R e p o r t Sears traditional department stores, with the added advantage of specially trained home decor consultants. C ATA LO G U E ÒThe only full-line general merchandise catalogue in Canada.Ó Sears published 19 different catalogues in 1998, reaching 4.5 million households. Customers can order by calling 1-800-26-SEARS, the most frequently called number in SEARS OUTLET STORES Canada, or by fax or over the Internet. Sears has 1,900 ÒSears quality at outlet prices.Ó catalogue order pick up locations across the country. The Sears has 12 outlet stores. 4 stores were opened catalogue offers a department store selection of over in 1998 featuring a new format with 80,000 50,000 products and services. sq. ft. The outlet stores offer a wide selection of merchandise, including in-season clearance. outside Glance INTERNET ÒOnly Sears has an existing, nationwide fulfillment infrastructure to service this electronic channel.Ó Sears Internet site delivers a unique selection of information, answers, products and services. Over 500 products are on sale, or you can order from the catalogue on-line. Customers can buy services such as travel, flowers, phone plans, register for wedding or baby gifts and even take a virtual tour of a Sears furniture store. SEARS HOMECENTRAL ÒA houseful of services from the Company you trust.Ó SEARS BRAND CENTRAL Sears offers the broadest range of home repair, ÒThe major appliance brands you want from the Company you can rely on .Ó retailer in Canada at 1-800-4-MY-HOME. Sears Sears sells more major appliances than any other retailer in Toronto with a second scheduled for 1999. 30 Canada. With the addition of Maytag in 1998, Sears is the new Sears Floor Covering Centres will be opened only retailer in the nation to offer all of the top brands in in 1999 with plans for 150 within 5 years. maintenance and renovation services of any opened its first Sears HomeCentral showroom in major appliances, including Sears Kenmore, CanadaÕs largest selling brand. Sears selection is backed by the largest parts and service operation in Canada with 2400 technicians. and More... S E A R S S P E C I A LT Y S E R V I C E S largest single issue credit card in Canada. More than 75% of Canadian from hair cutting to driver training, Sears has the largest selection of licensed households have a Sears Card. partners of any retailer in Canada. SEARS CLUB SEARS CONNECT PHONE PROGRAM SEARS CARD With more than 8 million cardholders, this is the With more than 7 million members, this is the most With everything broadly based customer rewards program in Canada. More than 65% of Sears has become the number one reseller of long distance services Canadian households are Sears Club members. in Canada. SEARS TRAVEL SEARS This is one of the largest travel agencies in Canada, a trusted source for Canadian travellers. offers Sears Card holders various types of life and property insurance underwritten by well-known insurance companies, as well as Sears AutoAssist Club. The Sears Card can also be used with select partner companies such as Shell and Choice Hotels to earn Sears Club points. CONTENTS Sears Canada Annual Report 1998 Sears is CanadaÕs largest single full-line retailer of general merchandise and home-related services, with full-line department and specialty stores nationwide, complemented by the countryÕs only full-line general merchandise catalogue. The Company emphasizes quality and service in appealing to a broad cross-section of Canadian consumers. The CompanyÕs vision is to be CanadaÕs most successful retailer by providing its customers with total shopping satisfaction, its associates with opportunities to grow and contribute, and its shareholders with superior returns on their investment. 8 12 16 18 14 10 14 20 22 2 Circle of Confidence Understanding how Sears anticipates and meets the many needs of its customers Innovation Drives the Brand Unique ways Sears gets closer to the customer A Houseful of Services 1-800-4-MY-HOME Home improvements and repairs all with one call Answering the Call Increased catalogue sales driven by new innovations ChairmanÕs Message Great Things in Store 23 FINANCIAL INFORMATION 1998 24 Eleven Year Summary 25 ManagementÕs Discussion and Analysis 35 Quarterly Results and Common Share Market Information 36 Statement of Management Responsibility and AuditorsÕ Report 37 Consolidated Statements of Financial Position 38 Consolidated Statements of Earnings 38 Consolidated Statements of Retained Earnings 39 Consolidated Statements of Changes in Financial Position 40 Notes to Consolidated Financial Statements 50 CORPORATE INFORMATION Corporate Governance SEARSÉFor the Whole Home 51 Directors and Officers Navigating a New Retail Landscape 52 Corporate Information A Spirit of Community Sears Canada Annual Report 1998 Financial Highlights Results for the year 1997 (in millions) Total revenues $ Interest expense 4,967 $ 4,584 86 86 Earnings before income taxes 269 215 Income tax expense 123 99 Net earnings 146 116 Year end position (in millions) Working capital $ 898 $ 971 Total assets 3,198 3,007 Shareholders’ equity 1,164 1,042 Per share of capital stock (in dollars) Net earnings $ 1.38 $ 1.10 Dividends declared 0.24 0.24 Shareholders’ equity 10.98 9.84 Total Revenues Earnings (Loss) ShareholdersÕ Equity (Before Unusual items and Income Taxes) 5000 300 1200 250 200 1000 4000 150 100 800 50 3000 0 600 -50 2000 88 89 90 91 92 93 94 95 96 97 98 ($ millions) -150 88 89 90 91 92 93 94 95 96 97 98 ($ millions) 400 88 89 90 91 92 93 94 95 96 97 98 ($ millions) 1 9 9 8 FINANCIAL HIGHLIGHTS 1998 For the 52 weeks ended January 2, 1999 and the 53 weeks ended January 3, 1998 Sears Canada Annual Report 1998 3 Letter toour shareholders Paul Walters, Chairman and Chief Executive Officer with Richard Hosein, Donna Wallace-Harmon and Christina Altomare from Sears Scarborough, Ontario department store 1998 1998 was another outstanding year for our Company in every respect. Despite a general softening in the Canadian economy in the latter half of the year, Sears Canada produced its second consecutive year of record revenues and earnings and continued to gain substantial market share from our competitors. Total revenues in 1998 increased by $383 million. On a comparable week basis, merchandising revenues increased by 10.4% on top of the 14.7% gain achieved in 1997. Over the past two years, total revenues have increased by more than $1 billion dollars. Earnings have also improved dramatically. In 1998, earnings increased by 25% to $1.38 per share. This also represents the highest earnings ever achieved in our 46 year history in Canada. Needless to say, we are all very pleased with our progress in transforming Sears Canada into a Great Place to Shop, a Great Place to Work and a Great Place to Invest. 4 Sears Canada Annual Report 1998 catalogues, positioning Sears as the only retailer in the country to offer all of the top brands in major appliances. We made significant progress in growing our apparel As always, the dedication of our more than 41,000 business in 1998. The “Softer Side of Sears” enjoyed double associates is at the core of our success and we are extremely digit revenue growth representing considerable market share proud and appreciative of their commitment to place cus- gains, particularly in women’s and children’s apparel. tomer satisfaction as their top priority in everything they do. Our associates have truly accomplished a great deal in And finally, all Sears associates deserve a pat on the back for their outstanding commitment to supporting children’s 1998. We have continued to implement our aggressive plan charities in their respective communities through Sears to create a brand new Sears through extensive renovations of “Young Futures” Program. Their efforts have contributed to our full-line store sales channel. the more than $2 million dollars donated to provide children In 1998, we completed major renovations to our department stores in Laval, Brossard and Anjou, Quebec; Scarborough, Hamilton, (Limeridge Mall) and Barrie, with essential resources. As we approach the new millennium, the consumer market will be increasingly diverse and fragmented in terms Ontario; Calgary (Chinook Centre) Alberta; Richmond, and of ethnicity, tastes, motivations and needs. Our challenge Nanaimo, British Columbia. In addition, we refurbished on continues to be to micro-market to a more educated a smaller scale 11 other full-line stores across Canada. consumer who is short on time, is technologically savvy, We continued to expand our significant share of the demands quality and value and craves convenience. furniture and major appliance segment of the market and Our unique combination of assets and strengths in 1998 opened 12 new free-standing stores to bring our positions us extremely well to respond to these consumer total to 20. trends. Our many channels of merchandise and service In rural Canada, we are expanding our dealer store presence and, in 1998, we added 14 more stores to this growing channel, bringing our total to 93 stores. In ad- distribution are key to building and strengthening the customer relationship. The influence of technology will mean the rapid dition, we added 146 new catalogue order pick-up locations expansion of E-Commerce, with an increasing number to our network of 1,900 locations throughout Canada. of goods for sale in an exciting on-line shopping In a continued effort to accommodate the needs of the environment. In addition to being a direct link to and do-it-for-me home maintenance and repair market, we from customers, the Internet will be a vital vehicle for launched Sears HomeCentral, “one number for a houseful communicating our Company’s ethics, standards and of services” (1-800-4-MY-HOME), and our latest initiative, community commitment. Sears Floor Covering Centres, scheduled to begin opening Technology will also be used in-store to create easy early this year. We also launched our biggest Wish Book and access to time savers such as gift registries or specialty catalogue contest ever; continued to enhance the benefits of services such as home decor computer programs, which using the Sears Card; and delivered state-of-the-art gift produce take-home pictures of furniture in different fabrics registry kiosks to all our department stores. or colours. Technology will allow for the ultimate in We added the Maytag brand of major appliances to our already impressive selection of brands at all of our department targeted marketing. It will enable relationship marketing that provides merchandise offerings that are specific to stores, furniture and appliance stores, dealer stores and national each unique customer segment and provide a concise Sears Canada Annual Report 1998 5 Letter toour shareholders continued measurement of cost, offering and response. Customer information and our use of technology will, we believe, represent one of Sears most valuable sources of competitive advantage in the future. As we enter this last year of the 20th century we are confident that our future at Sears Canada looks very bright indeed. While the past two years represent substantial progress for our Company on all fronts, we recognize that the road to success will always be “under construction”. While we are proud of our achievements, we realize that we must rededicate ourselves each and every year to providing you, our shareholder, with the return on your investment that you expect and deserve. I would like to express my gratitude and extend my congratulations to Mr. J. R. (Jim) Clifford, President and Chief Operating Officer, Sears Canada, who on November 9th was appointed to the position of President and Chief Operating Officer, Full-Line Stores, Sears, Roebuck and Co. Jim, during his five year tenure at Sears Canada, made an important contribution to the success of our business and we all wish him well in his new assignment at Sears, Roebuck and Co. Jim will continue to serve on Sears Canada’s Board of Directors. All of us at Sears offer our heartiest congratulations to C. Richard Sharpe, former Chairman of the Board and Chief Executive Officer of Sears Canada, who was appointed a member of the Order of Canada in 1998 for his outstanding achievements in public services and other fields. This is a well-deserved honour. P. S. Walters Chairman & Chief Executive Officer 6 Sears Canada Annual Report 1998 Progress in 1998 on 5 Key Imperatives Key Imperative: Accomplishments: Increase Merchandising Revenues at 2x the Market Growth Rate ¥ Merchandising revenues increased by 10.4% on a comparable week basis. The market is estimated to have grown 4.5% in 1998.* Grow Merchandising Earnings Before Interest and Income Taxes (EBIT) to 5% of revenues ¥ Merchandising EBIT % increased from 3.4% in 1997 to 4.2% this year, an improvement of 80 basis points. Increase Shareholder Value ¥ ¥ Earnings increased to $146.4 million, a 25.7% increase Return on shareholdersÕ equity increased to 13.3% from 11.7% in 1997. Protect and Grow Credit Business ¥ Total service charge revenues increased by 3.8% on a comparable week basis. The number of active customer accounts increased to 3.9 million. Significant investment was made in new credit systems. ¥ ¥ Create Winning Organization ¥ Performance improvement in all key areas tracked: associate satisfaction, customer loyalty and financial measures. * The market is defined as total retail sales as measured by Statistics Canada, less food stores, auto dealers, misc. other stores Sears Canada Annual Report 1998 7 ÒAnticipating and meeting the many needs of our customers in more unique ways than anyone else. ItÕs the defining difference that sets Sears apart today, and tomorrow.Ó Paul Walters, Circl e o f C Chairman and Chief Executive Officer 8 Sears Canada Annual Report 1998 n o d i f e c en MAXIMIZING EVERY C U S T O M E R C O N TA C T “Service is an ongoing priority,” explains Ethel Taylor, VicePresident, Full-Line Stores, “because as our service improves, A A ÔFULL-LINEÕ BRAND The momentum of record growth continued unabated in 1998 as Sears focused on developing lifetime customer relationships, making it even easier and more convenient for customers to shop with Sears. It was also a year in which Sears extended its relationship with its customers into more aspects of their lives. Sears accomplished this by moving full steam ahead to fulfill its vision to be a Great Place to Shop, Work and Invest. At the heart of this commitment was the Company’s strategy to be a ‘full-line’ brand by continuing to grow in existing and new areas of the business. What does this mean to the consumer? our customers’ expectations rise as well. We must continuously improve and enhance our levels of service at each point of contact with the customer.” Great improvements in customer service were achieved in 1998, as evidenced by Sears consistently scoring above other major department stores in over 20,000 service excellence mystery shops. “Service excellence ratings increased to an impressive average 90%,” explains Taylor. “We also saw improvements in every area of associate satisfaction as we focused on supporting the people who face and talk with our customers every day.” Sears has achieved, and will continue to achieve, operational excellence thanks to its thousands of sales associates who work to ensure Sears earns the confidence and trust of its customers every day, and in every way. To show its appreciation, the Company launched a “Customer Service Pays Off Contest” in 1998, awarding almost $40,000 in prizes to associates in recognition of outstanding customer service. Paul Walters, Chairman and Chief Executive Officer explains: “Sears moved forward in the development of our infrastructure to ‘Do it all for our customers’. While others were refocusing and eliminating whole categories of products, only Sears remained committed to being a fullline department store. In 1998, Sears offered the most places to shop: from department stores to home services, to off-mall stores, to our catalogue and the Internet. By creating synergy among these sales channels, we were able to offer more products, more selection, style, services and value. Our goal is to have more of our customers shopping from more of our sales channels. This unique approach in the Canadian retailing industry Ò service is an ongoing priorityÓ helped us to continue to expand and grow the relationship with our customers.” Sears Canada Annual Report 1998 9 G GROWTH WAS IN FASHION IN 1998 Sears $550 million, multi-year mall-based department store revitalization program continued in 1998, with major capital investment retrofits in 9 major department stores in Nanaimo and Richmond, British Columbia; Calgary, Alberta; Barrie, Scarborough and Hamilton, Ontario; and Laval, Anjou and Brossard, Quebec; with limited retrofits in 11 other stores across Canada. These changes included new P h o t o g r a p h : To d d E b e r l e flooring and fixtures, shopping boulevards with more inviting, wider aisles and more true-to-life lighting. How effective has this process been? “The strategy of freeing up space by transferring furniture into our furniture and appliance stores continues to be highly successful,” says Ed Matier, Vice-President, FAMOUS NAMES. FAMOUS BRANDS. Apparel. “It resulted in an additional 219,000 square feet of Craftsman maintained its dominant position in the selling space which we used to further bolster our apparel marketplace as the number one selling brand in and soft home selection in virtually every category and lawnmowers, tractors and snowblowers. “We launched a new entrench Sears in the minds of customers as a fashion line of Craftsman compressor and air tools for the serious apparel retailer. We also positioned national brand offerings do-it-yourselfer and are in the process of redesigning our as being complementary to our exclusive private label Craftsman tools with more ergonomically friendly handles” collections such as Jessica, Two Roads, R&R and Nevada, says Ashley Whicher, Vice-President of Craftsman and which offer designer looks at reasonable prices. Product Leisure and Automotive. Sears broadened its exclusive line of development for our private label fashions is a key priority Diehard batteries in 1998 with the launch of Diehard Silver. for us and we have designers on staff creating the right look for our customers.” Sears continued in 1998 with its award winning “Softer Martha Stewart Everyday Colors™ paint became available at Sears in Canada in 1998, featuring 256 colours. 96 unique colour combination cards, developed by Martha Side of Sears” advertising campaign, designed to highlight herself, take the stress out of making the right decision about Sears growing strength in fashion with the Company’s core which colours work best together. Sears introduced a new customers – Canadian women aged 25 to 54. The “Softer” Easy Living One Coat paint line, and now offers 2,000 and “Many Sides” of Sears campaign is part of a fully colour choices. The Company also announced it would open integrated marketing strategy to establish Sears as the most “Nevada Bob’s” upscale golf shops in 8 of its retail stores in compelling brand in retailing. 1999, with plans to broaden distribution in the future. These are just a few of the ways that Sears, by offering more selection and value, became more relevant to its customers in every aspect of their lives. 10 Sears Canada Annual Report 1998 GREAT THINGS IN STORE ÒSears renovations have improved store layouts and design and revitalized our ability to offer a greater selection of fashions, brand names and value for our customers.Ó Rick Sorby, Executive Vice-President, Marketing Sears Canada Annual Report 1998 11 IBrand nnovation drives the ÒBuilding on the unique ways we get closer to the customer to distribute more products and services has been a key element in successfully reinventing Sears brand image.Ó Bill Turner, Executive Vice-President, Merchandise & Logistics 12 Sears Canada Annual Report 1998 Building Lifelong Relationships APPLIANCE ALLIANCE Sears was the only department store that saw growth in the major appliance segment, continuing its number one position in market share. Sears still dominates with its exclusive Kenmore brand, Canada’s number one selling brand of major appliances. In 1998, as part of the Company’s brand equity focus, Sears added the Maytag brand to its Sears Brand Central selection and became the only retailer in the country to offer all of the top brands in major appliances. CONNECTING WITH CUSTOMERS Another sales channel Sears uses to connect with its A LIFETIME OF CHOICES customers is its national network of authorized dealer stores, In 1998 Sears continued the momentum of establishing operated under independent local ownership and offering itself as a unique retailer in the marketplace, building on its hometown service. These stores, 25% of which were core strengths and expanding the way the Company goes to enlarged in 1998, provide full catalogue service plus a large market to make its customers’ lives easier. How did Sears selection of appliances, electronics and floor-care and lawn focus on building lifelong relationships with its customers to and garden power products. A new format, which features accomplish this? furniture, was piloted in Penticton, British Columbia in “Only Sears can evolve a brand strategy that allows us to November, 1998. Sears added 14 new dealer stores in 1998 to bring the total to 93. The target is 110 by the end of offer customers so much choice and deliver it in so many ways,” says Paul Walters, Chairman and Chief Executive 1999. “These stores allow us to put our merchandise Officer. “By taking advantage of the synergistic interaction closer to where our customers live and give them a new between our unique sales channels, Sears is taking another opportunity to buy from us,” says Ajit Khanna, Vice- step forward in improving lifelong relationships with our President, Off-Mall Sales. customers.” “A perfect example is major appliances,” says Stew “We also opened a new format of outlet stores with 80,000 square feet, offering a wide selection of merchandise, MacLeod, Vice-President, Home and Appliances. including in-season clearance merchandise in a brighter, “Customers can choose from the Sears Brand Central more attractive shopping environment focused on value and selection at our department stores in major centres, at free- quick service,” explains Khanna. “These new stores are standing furniture and appliance stores; at dealer stores in located in Vancouver, Calgary, Brampton and London.” smaller towns or from the comfort of their home 24 hours a day through our catalogues or Internet site. And Sears can have it delivered, installed, financed and serviced. We’re there for our customers, every way they want us to be.” Sears Canada Annual Report 1998 13 T THE RIGHT STORE FOR FURNITURE MORE TO COME HOME FOR Sears strategy to transfer furniture from its mall-based Whole Home is the brand umbrella for the home fashion department stores to massive, free-standing furniture and side of Sears, and represents the most extensive selection of appliance stores offering triple the department store selection, co-ordinated furniture and home decor products in Canada has been a resounding success. Twelve more of these new today. “The Whole Home program is Sears way of making it stores were opened in 1998, bringing the total to 20, 12 of easy for customers to put together a look for their home that which also feature the exclusive Sears Brand Central selection they’ll love for years to come,” says Heather Mercer, Whole of major appliances. While furniture was moved out of Home Fashion Director. “We expanded the Whole Home nearby Sears mall-based department stores, the decision to brand product selection in all our stores and catalogues in sell Sears incomparable selection of appliances in both its 1998 and introduced “Casual Classics”, the first of our mall-based department stores as well as the free-standing seasonal co-ordinated collections. It features over 100 furniture stores has resulted in even greater market share. As colour-matched products for every room of the home…from a result, the 10 new stores planned for 1999 will include dishes to bedding, to towels to candles, curtains and Sears... for the whole home Sears Brand Central appliances. Sears has also announced furniture…it all co-ordinates so it’s easy for customers plans to renovate and expand its existing furniture-only who don’t have a lot of time to shop to achieve a great stores in Mississauga and Kitchener, Ontario to include look. Some customers love it so much, they buy the appliances. How does this strategy improve a customer’s whole package.” shopping experience and build lifelong relationships? “These stores are offering more of what our customers A major new multi-media advertising campaign for Whole Home invites customers to ‘get comfortable’. have told us they want from us…all in one easy-to-shop furniture and appliance stores. “We have one of the largest EVEN YOUR OFFICE GETS C O M F O R TA B L E selections of furniture and custom upholstery in Canada, Sears launched a new venture in 1998 intended to increase displayed in co-ordinated settings where you can actually its market share of Canada’s growing office furniture buy all the decor items presented, supported by trained business. Targeting the “SOHO” market – small office/home consultants. In our Brand Central area, we are showcasing office, Sears launched a national Whole Home Office our ability to provide custom-designed kitchens through Furniture catalogue. A broad range of home and Sears HomeCentral renovation service. From cupboards to commercial-grade office furniture is also offered in select flooring, counters to lighting, it completes the service circle furniture stores, with plans to expand in 1999. location,” explains Bob Rigg, General Sales Manager for for the customer.” 14 Sears Canada Annual Report 1998 ÒSears offers our customers an easier way to make their house a homeÉfrom inspiring, affordable and coordinated product for every room to our unique furniture and appliance stores.Ó Furniture store customers benefit from specially trained decor specialists and a new computer system that can Brent Hollister, Executive Vice-President, Sales and Service create photos of thousands of custom upholstery options. Sears Canada Annual Report 1998 15 A Houseful of Services A A QUESTION OF TRUST Sears has offered the broadest range of home services of any retailer in Canada for more than 25 years. In 1998, a new 1-800- ÒWe know that consumers trust Sears. If we can offer more of the products and services they are looking for, backed by an unconditional guarantee, our customers will shop with us more often and for more of their needs.Ó services together, Sears is confident that it will capture an increasing share of this $15 billion industry. solution was introduced for easing the anxiety homeowners experience when faced with fashions. By bringing all these Larry Moore, Vice-President, Home Service Sales The first Sears HomeCentral showroom was repairs, maintenance or opened as part of the Markham, renovations. The Company Ontario furniture and appliance maximized its unique infrastructure to bring together all store, featuring kitchen and bath vignettes, floor and of its capabilities and services under one name, Sears window coverings, custom windows and doors and a gas HomeCentral, available through one easy number. How fireplace shop. Following the success of this opening, Sears does this new HomeCentral service make it easier than ever has announced a second showroom scheduled to open in for customers to come home to Sears? 1999 in its newly expanded furniture and appliance store in “Sears continues to leverage its brand equity into new Mississauga, Ontario. areas because of inherent consumer trust in the Sears brand,” explains Larry Moore, Vice-President, Service Sales. “We A D D I N G F LO O R S PA C E now help customers through one easy number and a service To further extend its leadership role in the home they trust 24 hours a day, seven days a week: 1-800-4-MY- improvement service business, Sears HomeCentral will open HOME or 1-877-LE-FOYER in Quebec. Services include 30 new “Sears Floor Covering Centres” in 1999. “Sears will the repair of appliances, heating and cooling services, select independently owned and operated floor covering exterior and interior home improvements, carpet cleaning, dealers to work with Sears under this new name,” says parts and much more. These services are supported by Moore. “These stores will maintain their independence, Canada’s largest service and repair fleet, with over 2,400 but will benefit from Sears volume buying power, group licensed technicians and access to over 3 million parts”. marketing programs and Sears guarantee of satisfaction. Sears HomeCentral is also targeting the “do-it-for-me” 16 We plan to have 150 floor covering centres open within the homeowner, offering everything from roofing to doors and next 5 years, greatly expanding our offering of hard floor windows, to custom installed carpeting and window coverings such as ceramics, laminates, vinyl and hardwood.” Sears Canada Annual Report 1998 -4-MY-H ME Products and Services ¥ appliance repair service on most major brands ¥ awnings ¥ custom broadloom ¥ carpet cleaning ¥ central air conditioning ¥ chain link fencing ¥ custom drapery and blinds ¥ duct cleaning ¥ entry doors ¥ electronic air cleaners ¥ flooring ¥ furnaces ¥ garage doors/openers ¥ gas fireplaces/stoves ¥ interior/exterior shutters ¥ kitchen cabinets/refacing ¥ lawn care ¥ shingle roofing ¥ siding ¥ soffit/fascia/ eavestrough ¥ upholstery cleaning ¥ windows ¥ parts Sears Canada Annual Report 1998 17 C Answering the all ÒSears catalogue allows us to be a full-line department store wherever and however a customer wants to shop with us, by phone; in our department, dealer and furniture stores; and even on-line.Ó Scott Marshall, Vice-President, Catalogue Sales C A N A D AÕ S C ATA LO G U E Sears catalogue business enjoyed a record year, increasing the number of active customers to almost 4 million, a growth of over 300,000 customers from the previous year. Sears produced 19 different catalogues in 1998, bringing its department store selection and more to over 4.5 million households in communities across Canada. A key Sears strategy that continued to evolve in 1998 was to leverage the added depth and breadth of selection in the catalogue to propel sales in the Company’s retail environment. How has this improved the ease with which customers can shop At a record 1000 pages, with Sears? Scott Marshall, Vice-President, Catalogue Sales, explains: “Sears catalogue is the Sears 45th anniversary Christmas Wish Book was its only full-line general merchandise catalogue in Canada. Our continued strong growth biggest Wish Book ever, with is the result of the transformation of our catalogue marketing offers and the improved over 50% more gift ideas. convenience and service of our field agency network. As our marketing offers have Sears biggest customer created more demand, our field organization has responded with service innovations contest ever also awarded such as Shop by Phone in our retail flyers, which gives customers an alternative to over 9,200 prizes totaling shopping in person. We also forged greater synergy between our retail operations and more than $1.5 million. catalogue shopping network with expanded service catalogue “stores” in our renovated 18 Sears Canada Annual Report 1998 Sears state of the art 1.4 million square foot department stores and new catalogue desks in our furniture and appliance stores. catalogue distribution Extensive training and new technology now allows us to input customers’ catalogue Centre is one of the orders at any register in our retail stores. As a result of these innovations, we can use largest in Canada. catalogue inventory to connect with our retail customers in two ways: we can offer them a vastly expanded selection of sizes and styles; and we have the opportunity to introduce them to the advantages of catalogue shopping.” As a new service, kiosks for easy access to Sears Request, our computerized gift registry service, were installed in all department stores, linking catalogue and retail inventories and information. WE WROTE THE BOOK ON SERVICE Technological advancement continues to help Sears provide better service while reducing costs. In fact, customer satisfaction levels are higher than ever. A record 22 million catalogue order calls came through 1-800-26-SEARS, Canada’s most frequently called number. Cost of order processing was reduced and cycle time decreased. 127 new catalogue agents were added in 1998, exceeding expansion plans. This brings the network of catalogue selling locations to 1,900. New fixturing and signing programs are providing a consistent image for Sears in these locations. Sears Canada Annual Report 1998 19 www.sears.ca www.sears.ca www.sears.ca www.sears.ca www.sears.ca www.sears.ca www.sears.ca www.sears.ca www.s Navigating a Convenience New Retail Landscape shoppingon-lineshoppingon-lineshoppingon-lineshoppingon-lineshoppingon-lineshoppingon-lineshoppingon-lineshoppingon TRANSFORMING I N F O R M AT I O N I N T O S A L E S Sears continued to develop its presence on the Internet, the new retail landscape that provides an unprecedented opportunity for the Company. It is here on the Internet where Sears, with Canada’s only fully established national catalogue order Save time. Save money ÒWe want to give customers what they want, when they want it and be there for them 24 hours a day. The Internet is the opportunity to bring all Sears can offer together like never before.Ó fulfillment and billing system, has the unique advantage of Rick Brown, Vice-President Strategic Planning being able to offer its customers access to its entire depth and breadth of merchandise and services. How will the Internet better link Sears with its customers? “Sears strategy for growth is to provide for as many aspects of the consumer’s life as possible and to make each ¥ visits to Sears website increased 539% to 500,000+ visitors in 1998 interaction uncomplicated, effortless and satisfying,” says Bruce Clarkson, General Manager, Relationship Marketing. “The Internet is the ultimate synergistic opportunity, the one place where the entire Company can come together for ¥ sales increased 446% in 1998 our customers.” Sears launched its website in 1996, and offers its customers a unique information and service source, e-mail ¥ similar growth is projected for 1999 communication and merchandise. It presently offers more than 500 products for purchase through electronic commerce, as well as on-line catalogue ordering of its thousands of catalogue offerings. Customers can buy travel, flowers, phone plans, take a virtual tour of a Sears furniture store, and the list is expanding every day. 20 Sears Canada Annual Report 1998 ears.ca www.sears.ca www.sears.ca www.sears.ca www.sears.ca www.sears.ca www.sears.ca www.sears.ca www.sears.ca www.sears.ca open 24 hours shoppingon-line lineshoppingo LINK TO THE FUTURE “It is becoming clearer to Sears how powerful the Internet can be for providing information that in turn can generate sales,” explains John Pullam, National Manager, Electronic Commerce. “We believe the Internet is an important source of sales for Sears and an unprecedented interface that will link us with our customers and their lives like never before.” T H E R E L AT I O N S H I P C A R D In 1998, 62% of the Company’s transactions were completed on the Sears Card, and Sears Club membership reached 7 million. Enhancements to the Sears Card made in 1998 provide even more advantages to our cardholders. SearsConnect customers can now make long distance calls anywhere in Canada, 24 hours a day, for only 10 cents a minute, and earn Sears Club points as an added benefit. Initiatives to add new alliances resulted in announcements that Beaver, Penny, Payless and Turbo service stations would now join Shell Canada in accepting the Sears Card for transactions. And Canada’s largest lodging chain, Choice Hotels, became the newest partner to accept the Sears Card. “The Sears Card has been a big hit at these new venues,” says Ray Bird, Senior Vice-President, Credit. “We continue to offer our customers more choices and locations to use their Sears Card and more opportunities to collect Sears Club points.” Sears Canada Annual Report 1998 21 A A SPIRIT OF COMMUNITY ÒIn appreciation of our valued relationship with our customers, Sears is dedicated to supporting relevant initiatives in the communities we serve.Ó John Menchella, National Director, Strategic Marketing YOUNG FUTURES “Sears Canada recognizes the need to support caring booklets to take home to be read with their parents. Our programs which focus on the well-being of our children,” focus on computer literacy for children was moved ahead by says Paul Walters, Chairman and Chief Executive Officer. our ongoing commitment to Computers for Schools, a “Sears “Young Futures” Program, is dedicated to helping program through which Sears helped place over 100,000 selected groups within the communities where our recycled computers in schools across the country. Once customers and associates live. Importantly, we also again, Sears donated the latest volume of the Dictionary of encourage others to contribute their funds and time to Canadian Biography to over 3200 schools. The Company this worthy cause.” also sponsored the Sears Ontario Drama Festival, the largest Sears contributed over $2 million in cash and in-kind merchandise to hundreds of community charities and major national charitable campaigns focusing on programs that student drama festival in North America, now in its 53rd season. We are very proud of the donations made by our provide the basics to children. Additionally, Sears helped associates. Last year, our Employee Charitable Fund raise funds for local charities through a number of national Campaign raised close to $1 million for employee- programs such as “Help Us Help Kids,” a program where designated charities. Many associates volunteered a customers were asked to round up their purchase totals and considerable amount of their time to various causes, like Sears would match the donation; and over $100,000 was Margie Schuett, who capped several years of volunteer raised through the sale of Ho Ho Beans, an adorable bean activity being selected Chef de Mission Team Canada 1998, bag snowman sold across Canada. competing at the XVI Commonwealth Games in Malaysia. Sears also sponsors major national events, selected READING THE FUTURE because they represent what is relevant to our customers. Sears believes its focused charitable Sears sponsored the first open skating event in Canada, the giving strategy can have a significant Sears Figure Skating Open ‘98. In Quebec, “Les Spectacles 22 impact. For the fourth year in a Sears” sponsored concerts by Brian Adams and a musical row, Sears presented the Ben production, Stomp. Our support of the Raptors and Wicks’ Born to Read program to Grizzlies, with their NBA “Stay in School” message, focuses children in grades 1 to 3 across on what children can aspire to. The Sears Model’s Club is Canada. Teachers gave 2 million another national program which encourages youth to present kids “Born to Read and Cook” themselves with confidence and develops their self-esteem. Sears Canada Annual Report 1998 1998 Financial Information Sears MD&A and Financial Highlights In 1998 Sears continued to create value for our shareholders. Investment in strategic growth initiatives contributed to increases in revenues, earnings, and the return on shareholdersÕ equity. Sears believes these investments, as well as the effective management of expenses, will continue to contribute to the achievement of our key imperatives, and generate value for our shareholders. John T. Butcher Senior Vice-President and Chief Financial Officer Sears Canada Annual Report 1998 23 Eleven Year Summary 1 Fiscal Year Results for the Year (in millions) Total revenues Depreciation Earnings (loss) before unusual items and income taxes Unusual items gain (loss) Earnings (loss) before income taxes Income taxes (recovery) Net earnings (loss) Dividends declared Capital expenditures Year End Position (in millions) Accounts receivable Inventories Net capital assets Total assets Working capital Long-term obligations Shareholders’ equity 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988 $ 4,967 $ 4,584 $ 3,956 $ 3,918 $ 4,066 $4,032 $4,042 $ 4,169 $4,642 $ 4,621 $4,377 96 78 78 74 67 69 70 56 55 48 47 269 0 215 0 70 (45) 43 (21) 88 (5) 15 (5) (101) (46) (31) (8) 70 (31) 186 0 175 0 269 123 146 25 142 215 99 116 25 160 25 16 9 23 63 22 10 12 23 76 83 38 45 23 60 10 6 4 23 37 (147) (56) (91) 21 55 (39) (10) (29) 20 235 39 19 21 20 204 186 83 106 21 116 175 82 96 21 118 $ 1,100 $ 1,225 $ 1,033 $ 926 $1,324 $1,101 $ 909 $1,090 $1,877 $1,784 $1,496 739 640 491 507 559 563 628 693 665 807 747 868 825 744 763 800 813 941 997 803 665 572 2,746 2,796 3,069 3,581 3,512 3,103 3,198 3,007 2,734 2,554 2,949 888 885 1,112 1,486 1,451 1,177 898 971 741 661 1,016 947 1,063 1,245 1,362 1,185 964 681 836 634 662 1,032 867 845 863 900 948 970 883 1,164 1,042 949 856 Per Share of Capital Stock (in dollars) Net earnings (loss) $ 1.38 $ 1.10 $ 0.09 $ 0.13 $ 0.47 0.24 Dividends declared 0.24 0.24 0.24 0.24 9.13 Shareholders’ equity 10.98 9.84 8.98 9.02 $ 0.05 $ (1.04) $ (0.34) $ 0.25 $ 1.23 $ 1.11 0.24 0.24 0.24 0.24 0.24 0.24 8.90 9.10 10.67 11.25 11.26 10.27 Financial Ratios Return on average shareholders’ equity (%) Current ratio Return on total revenues (%) Debt/Equity ratio Pre-tax margin (%) 13.3 1.7 2.9 42/58 5.4 11.7 1.9 2.5 45/55 4.7 1.0 1.7 0.2 46/54 0.6 1.4 1.7 0.3 48/52 0.6 5.2 2.0 1.1 59/41 2.0 0.5 2.0 0.1 58/42 0.3 (10.3) 2.1 (2.2) 59/41 (3.6) (3.1) 2.4 (0.7) 61/39 (0.9) 2.2 2.3 0.5 67/33 0.8 11.4 2.1 2.3 66/34 4.0 11.2 2.0 2.2 65/35 4.0 Number of Selling Units Full-line department stores Furniture stores Outlet stores Dealer stores Catalogue selling locations 109 20 12 93 1,898 110 8 8 79 1,752 110 4 9 60 1,746 110 1 10 19 1,623 110 0 11 4 1,542 110 0 12 0 1,483 109 0 13 0 1,579 106 0 15 0 1,701 97 0 18 0 1,701 92 0 17 0 1,708 84 0 16 0 1,726 1 Certain amounts have been restated to reflect accounting changes related to the consolidation of the Company’s proportionate share of the assets, liabilities, revenues and expenses of real estate joint ventures as recommended by the Canadian Institute of Chartered Accountants. The change in policy, effective in 1995, has been applied retroactively. 24 Sears Canada Annual Report 1998 ManagementÕs Discussion & Analysis Sears is Canada’s largest single full-line retailer of general merchandise and home-related services, with full-line department and specialty stores, as well as catalogue selling locations across Canada. The Company emphasizes quality, value, and service in appealing to a broad cross-section of Canadian consumers. The Company’s vision is to be Canada’s most successful retailer by providing customers with total shopping satisfaction, associates with opportunities for career advancement and personal growth, and shareholders with superior returns on their investment. O V E R V I E W O F C O N S O L I DAT E D R E S U LT S For purposes of this discussion, “Sears” or “the Company” refers to Sears Canada Inc. and its subsidiaries together with the Company’s proportionate share of the assets, liabilities, revenues and expenses of joint venture interests in shopping centres. The 1998 fiscal year refers to the 52 week period ended January 2, 1999 and comparatively, the 1997 fiscal year refers to the 53 week period ended January 3, 1998. The following table summarizes the Company’s operating results for 1998 and 1997. (in millions, except per share amounts) Total revenues Earnings before interest and income taxes Interest expense Earnings before income taxes Income taxes Net earnings Earnings per share 1998 $ 4,966.6 1997 $ 4,583.5 354.3 85.6 268.7 122.3 146.4 1.38 301.3 86.1 215.2 98.7 116.5 1.10 $ $ $ $ SEARS CANADA In 1998, Sears continued to implement its strategic growth initiatives which contributed to increased revenues. The Company’s strategy for growth is directed at meeting the needs of its target customer, and involves increased investment in inventories, fixed assets and marketing. In 1998, Sears continued to expand and enhance the range of products and services it offers to its customers. During the year, the Company completed renovations to 20 full-line department stores, and opened 12 new Sears Furniture Stores (ten of which feature major appliances), four outlet stores, and 14 dealer stores. The Company’s earnings before income taxes were $268.7 million in 1998, a 24.9% increase over 1997 earnings of $215.2 million. Operational expenses and investments in inventory and capital assets were all effectively managed, contributing to a substantial increase in net earnings. Number of Associates 1998 10,073 31,508 41,581 Full-time associates Part-time associates Total associates 1997 9,221 29,324 38,545 The total number of associates increased by 7.9% in 1998, due primarily to growth in the Company’s merchandising operations. S E G M E N T E D B U S I N E S S A N A LY S I S The Company’s operations can be grouped into three major businesses: merchandising, credit, and real estate joint venture operations. MERCHANDISING OPERATIONS Total revenues increased in 1998 by $383.1 million or 8.4% over 1997 due primarily to strong growth in merchandising revenues. Fiscal 1997 contained 53 weeks. On a comparable 52 week basis, total revenues increased by 9.7% in 1998. The merchandising business segment includes Sears full-line department store and catalogue operations, in addition to Sears Furniture Stores, dealer stores, outlet stores, and Sears HomeCentral. Sears Canada Annual Report 1998 25 ManagementÕs Discussion & Analysis continued Merchandising Operations (in millions) Revenues Earnings before interest and income taxes Capital employed 1998 $ 4,595.1 1997 $ 4,210.6 $ $ $ $ 193.7 735.4 141.7 553.6 Furniture Stores Ð stores ranging in size from 35,000 square feet to 58,000 square feet, featuring an expanded selection of furniture, decorator rugs and, in 12 stores, major appliances. Outlet Stores Ð selling returned and surplus merchandise in stores ranging in size from 24,000 square feet to 109,000 square feet. Merchandising Operating Analysis Merchandising revenues were $4.6 billion in 1998, an increase of 9.1% over 1997. On a comparable week basis, merchandising revenues increased 10.4%. All regions experienced increases in revenues in 1998. Dealer Stores Ð independent, locally operated stores serving smaller population centres, selling home appliances and electronics, as well as lawn and garden furniture, and garden and snow removal equipment. Merchandising Revenues by Region Catalogue Selling Locations Ð consist of 1,678 independent catalogue agent locations, plus catalogue pick-up locations within Sears full-line stores, outlet stores, dealer stores, and selected Sears Furniture Stores. 1998 $ 447.6 943.1 1,858.0 820.3 526.1 $ 4,595.1 (in millions) Atlantic Quebec Ontario Prairies BC/Yukon/NWT Total % of % of Total Total Households1 9.7 7.8 20.5 26.1 40.4 36.3 17.9 16.4 11.5 13.4 100.0 100.0 In 1998, the Company closed its full-line department store in Markham, Ontario, and converted the store into a Sears Furniture Store and a fashion outlet store. In addition, the Company opened 11 new Sears Furniture Stores (nine of which offer major appliances), three outlet stores, and 14 dealer stores. 1 Total Households is based on Statistics Canada, 1996 Census. Merchandising Gross Floor Area Number of Selling Units As at January 2, 1999 Atlantic Full-Line 11 Furniture 0 Outlet 1 Dealer 18 Catalogue 326 Que. 25 4 1 9 470 (square feet – in millions) Ont. Prairies 42 19 13 1 7 2 24 17 518 423 BC Yukon NWT 12 2 1 25 161 Full-Line Furniture Total 109 20 12 93 1,898 Full-Line Department Stores Ð 109 department stores ranging in size from 24,500 square feet to 162,000 square feet. 26 Sears Canada Annual Report 1998 Outlet Total Merchandise service centres: Active Subleased or dormant Total merchandise service centres 1998 13.4 0.8 1997 13.6 0.3 0.9 15.1 0.6 14.5 7.1 1.4 8.5 6.8 1.9 8.7 Merchandise service centres include two catalogue order fulfillment facilities and five service centres supporting national merchandising operations. SEARS Recent Merchandising Initiatives • During the year, 20 full-line department stores were renovated. Major renovations were made to nine stores: Laval, Anjou and Brossard, Quebec; Scarborough Town Centre, Hamilton Limeridge, and Barrie, Ontario; Richmond and Nanaimo, British Columbia; and Calgary Chinook, Alberta. The renovations to these stores, featuring major upgrades to store presentation such as fixtures and lighting, were modeled after the nine full-line department stores renovated in the Greater Toronto Area in 1997. During the renovations this year, Sears was able to reclaim more than 118,000 square feet of selling space by eliminating surplus stockroom and office space. This additional selling space was used to present an expanded assortment of fashion apparel, cosmetics, accessories, and home fashions. • In December, 1998, Sears announced that it plans to open a new full-line department store in Abbotsford, British Columbia in the Fall of 1999. • In November, 1998, Sears announced the launch of Nevada Bob’s golf shops in eight full-line stores in 1999 on a test basis. The golf shops, which will be staffed by Nevada Bob’s sales professionals and feature a broad-range of national brands in golf equipment, accessories, and apparel, will be opened in stores with one location in each of Toronto, Hamilton, and St. Catharines, Ontario; two locations in Quebec City, Quebec; and three locations in Edmonton, Alberta. This strategic alliance demonstrates Sears commitment to expand and enhance the shopping experience for Sears customers. • Sears Request, a new state-of-the-art gift registry kiosk designed to enhance the existing Special Occasions Gift Registry which was launched in 1996, was rolled-out to all full-line stores during 1998. Conveniently located in the housewares department, these kiosks allow customers to scan CANADA • To maximize synergies between the catalogue and full-line sales channels, and to allow department store customers access to the catalogue’s expanded selection of styles and specialty sizes, Sears installed a software program called COMET on all fullline point-of-sale terminals in 1998. This software allows associates in a full-line store to order catalogue items for a customer directly at any cash register in the store. The associate can also offer the customer the option of home delivery, or arrange for the item to be picked up at the catalogue agent or full-line store location most convenient to the customer. • During the year, the Company continued to enhance its assortment of national brands. Sears added a broad selection of Maytag appliances in October, including Maytag’s full line of washers, dryers, and dishwashers, to Sears Brand Central selection in all Sears full-line stores, Sears Furniture Stores featuring major appliances, its national catalogues, and to more than 85 dealer stores. Sears also introduced Martha Stewart Everyday Colors™, a colour coordinated line of interior latex paint. Sears has combined these brands with its strong private label offerings, such as Kenmore appliances, and Easy Living Paint, in order to provide customers with a broad range of products from which to choose when furnishing and decorating their homes. • This year, Sears consolidated the repair and home improvement services it offers under the banner Sears HomeCentral, 1-800-4-MY-HOME, or 1-877-LE-FOYER in Quebec. “Do-it-for-me” homeowners nationwide can now call this tollfree number 24 hours a day, seven days a week for a wide variety of services including appliance repairs, parts, heating and cooling services, carpet cleaning, and exterior and interior home improvements. By bringing all of these services together under the Sears HomeCentral banner, Sears is able to offer customers a more convenient way to shop for home repairs and improvements. personalized announcement cards mailed to them on behalf of a registrant in order to receive an up-to-date list of the gift items registered. Any purchase made using this system will be instantly removed from the list of gifts requested to eliminate duplication. Sears Canada Annual Report 1998 27 ManagementÕs Discussion & Analysis continued • In October, 1998, Sears announced the launch of Sears Floor Covering Centres, with plans to introduce 30 stores in 1999. Sears will license existing independent floor coverings dealers to operate Sears Floor Covering Centres, allowing dealers to benefit from Sears volume buying and group marketing programs. These stores, which will continue to be independently owned and operated, will feature wall-to-wall carpeting, in addition to a large selection of hard floor coverings such as hardwood, laminates, ceramics, and vinyl. The introduction of Sears Floor Covering Centres is part of Sears plan to expand the products and services offered under its Sears HomeCentral banner. • During the year, Sears opened 12 new Sears Furniture Stores (ten of which offer major appliances), with four new locations in Quebec, two in British Columbia, one in Alberta, and five in Ontario. The Sears Furniture Stores which feature appliances, carry the Sears Brand Central selection of major appliances, in addition to a broad selection of furniture, decorator rugs and accent decor items. The new Sears furniture and appliance store located in Markham, Ontario also features the first Sears HomeCentral showroom, offering a wide range of home products and services such as floor and window coverings, model kitchens, gas fireplaces, and bathroom renovations. The Company plans to open ten new combination furniture and appliance stores in 1999. In addition, the Company plans to relocate the Sears Furniture Stores in Kitchener and Mississauga, Ontario, to larger premises in 1999. Sears Brand Central appliances will be added to both locations, and a Sears HomeCentral showroom will be featured in the Mississauga location. • Sears continued to expand its dealer store program in 1998 adding 14 new locations, bringing the total number of dealer stores to 93. The Company plans to open an additional 17 dealer stores in 1999. In November, 1998, Sears announced that its dealer store in Penticton, British Columbia, would be the first dealer store to offer furniture. This initiative will allow Sears to measure the responsiveness of consumers in smaller 28 Sears Canada Annual Report 1998 communities to an expanded selection of merchandise which includes furniture. Sears plans to test the addition of furniture to several dealer store locations in 1999. • In 1998, Sears opened four new format outlet stores in London and Brampton, Ontario; Calgary, Alberta; and Vancouver, British Columbia. The new outlet stores are designed to feature brighter lighting, wider aisles, and expanded display space. Sears outlet stores feature a wide assortment of value-priced catalogue and full-line store surplus, as well as in-season clearance merchandise. • Sears continued to develop its presence on the Internet during the year. Sears launched its bilingual website, www.sears.ca in 1998 which offers customers more than 500 products for purchase through the website, as well as on-line catalogue ordering. Customers can also purchase services such as travel and floral delivery at the site. In 1998 Sears website received over 500,000 visitors. The Company views electronic commerce as an important new retailing medium, and plans to continue to enhance its Internet offerings in 1999. CREDIT OPERATIONS Sears credit operations finance and manage customer charge account receivables generated from the sale of goods and services charged on the Sears Card. (in millions) Total service charge revenues Less: SCRT2 share of revenues Net service charge revenues Earnings before interest and income taxes Capital employed $ 1998 371.3 $ (65.4) 305.9 $ 126.7 $ 1,020.3 1997 364.8 (54.2) 310.6 $ 127.5 $ 1,090.8 2 Refer to the section entitled “Securitization of Charge Account Receivables” on page 31. Credit operations contributed $126.7 million to the Company’s 1998 consolidated earnings before interest and income taxes, compared to $127.5 million in fiscal 1997. SEARS Total service charge revenues earned on customer charge account receivables increased by $6.5 million or 1.8% in 1998. Fiscal 1997 contained 53 weeks. On a comparable 52 week basis, total service charge revenues increased by 3.8%. Through its securitization program, the Company securitizes customer charge account receivables in order to obtain a more favourable cost of funding. The cost of this funding is deducted from the total service charge revenues earned on the portfolio. (Refer to the section entitled “Securitization of Charge Account Receivables” on page 31.) Charge Account Receivables Analysis (in millions – except average outstanding account balance per customer) Active customer accounts Average outstanding balance per customer account at year end Charge account receivables written-off during the year (net of recoveries) 1998 3.9 1997 3.8 $ 441 $ 439 $ 44.4 $ 46.4 Net write-offs as a percentage of the monthly average amounts outstanding were 2.9% in 1998 compared to 3.2% in 1997 and 3.4% in 1996. This write-off rate continues to be at the low end of industry norms. The Company maintains a low write-off rate through continued innovation of its portfolio management strategies. Since October, 1993, Sears has been accepting third party credit cards in addition to the Sears Card. 1998 was the first full year debit cards were accepted in all of the Company’s full-line stores, Sears Furniture Stores, and outlet stores. The chart below details the trend in method of payment. Sears Card Third Party Credit Cards Cash & Debit Cards Total 1998 62% 13 25 100% 1997 64% 13 23 100% 1996 66 % 11 23 100 % CANADA Recent Credit Initiatives The following initiatives have been directed at increasing usage of the Sears Card. • In May, 1998, Sears formed an alliance with Choice Hotels Canada Inc. to offer Sears Card holders the option of using their Sears Card to pay for accommodation at more than 200 Clarion, Quality, Comfort, Sleep, Econo Lodge, MainStay Suites, and Rodeway locations across Canada. Sears Card holders can also guarantee reservations through Choice Hotels’ toll-free reservations hotline. Sears will continue to seek out opportunities to form strategic alliances with companies that will be chosen based on their fit with Sears objectives and the potential benefits to Sears Card holders. • Sears launched SearsConnect in 1998, which combines the existing Sears PhonePlan with a new flat rate long distance calling plan, Sears EasyTalk. Sears EasyTalk allows members to call anywhere in Canada at any time of day for a flat rate of 10 cents a minute. All long distance calls made by SearsConnect members earn Sears Club points. • During the year, Sears initiated projects to install new software applications which reduce the approval time for new Sears Card applications, facilitate the management of lines of credit and credit risk, and allow Sears the opportunity to expand strategic alliance initiatives. REAL ESTATE JOINT VENTURE OPERATIONS As at January 2, 1999, the Company held joint venture interests in 19 shopping centres, 17 of which contain a Sears store. The Company has 15% to 50% interests in these joint ventures. Accordingly, the Company carries its proportionate share of the assets, liabilities, revenues and expenses of these joint ventures on its books. The percentage charged to third party cards remained constant at 13%. The share of non-credit sales increased to 25% from 23% last year, with debit card usage accounting for 5% of total sales. Sears Canada Annual Report 1998 29 ManagementÕs Discussion & Analysis continued Accounts Receivable Real Estate Joint Venture Operations $ 1998 65.6 $ 1997 62.3 $ $ 33.9 252.5 $ $ 32.1 245.7 (in millions) Revenues Earnings before interest and income taxes Capital employed 3 3 Excluded from revenues is the Company’s proportionate share of rental revenues earned from full-line stores of Sears Canada Inc. of $3.7 million ($3.7 million – 1997). The market value of Sears interest in these properties is estimated to be approximately $417 million ($400 million – 1997). It is the Company’s policy to have one-third of the properties independently appraised each year, while the appraisals of the remaining two-thirds are reviewed and updated by management. Sears portion of the debt of these properties is $227.1 million ($229.8 million – 1997). O V E R V I E W O F T H E C O N S O L I DAT E D S TAT E M E N T S O F F I N A N C I A L P O S I T I O N Assets (in millions) Cash Accounts receivable Inventories Net capital assets Other assets Total assets 1998 $ 190.4 1,100.4 738.7 867.6 300.9 $ 3,198.0 1997 $ 68.3 1,224.6 640.3 825.1 249.0 $ 3,007.3 Total assets increased by $190.7 million or 6.3% in 1998. In 1998, cash increased by $122.1 million primarily due to proceeds of $156.6 million received from the securitization of charge account receivables on December 16, 1998. Accounts receivable decreased by $124.2 million or 10.1% in 1998 as a result of an increase in the amount of receivables securitized. 30 Sears Canada Annual Report 1998 (in millions) Charge account receivables Less amount securitized Net charge account receivables Deferred receivables Less amount securitized Net deferred receivables Other receivables Total accounts receivable 1998 1997 $ 1,682.5 $ 1,655.7 (1,087.5) (965.6) 595.0 690.1 544.5 497.4 (83.2) (24.4) 461.3 473.0 44.1 61.5 $ 1,100.4 $ 1,224.6 Deferred receivables represent credit sales not yet billed to customers’ accounts. These credit sales are billed to the customers’ accounts at the end of an interest-free deferral period. Inventories increased by $98.4 million in support of the Company’s revenue growth initiatives. Net capital assets increased by $42.5 million. Capital expenditures totaled $142.2 million in 1998, of which approximately $79.2 million was spent on full-line department store renovations and the opening of 12 new Sears Furniture Stores. Depreciation expense for the year was $95.5 million. Liabilities 1998 (in millions) Accounts payable and accrued liabilities Long-term obligations due within one year Long-term obligations Other liabilities Total liabilities $ 995.8 1997 $ 878.6 163.4 680.5 11.6 836.1 194.0 $ 2,033.7 238.6 $ 1,964.9 Total liabilities increased by $68.8 million or 3.5% in 1998. Accounts payable increased by $123.2 million in 1998 primarily to finance the growth in inventories. Including amounts due within one year, long-term obligations decreased by $3.8 million from $847.7 million to $843.9 million. In 1999, $150.0 million of 11.0% unsecured debentures will mature. SEARS Liquidity As at January 2, 1999, the ratio of current assets to current liabilities was 1.7:1 compared to 1.9:1 at the end of 1997. Working capital was $898.5 million as at January 2, 1999, compared to $971.1 million as at January 3, 1998. The decrease in working capital is primarily attributable to increases in the amount of charge account receivables securitized and long-term obligations due within one year. The increase in inventories is offset by an increase in accounts payable. FINANCING ACTIVITIES The Company has the flexibility to raise funds through bank borrowings, by issuing equity and corporate debt securities, and through the securitization of charge account receivables. In 1998, the Company carried out the following significant financing activities: • On December 23, 1998, Sears filed a shelf prospectus with securities commissions in Canada that qualifies the issuance of up to $500 million in medium-term notes (debt with a term to maturity in excess of one year) over the next two years. • During 1998, long-term financing for new capital projects of real estate joint ventures was obtained in the amount of $3.4 million. In addition, $15.5 million of joint venture debt matured in 1998, of which $9.4 million was refinanced. Securitization of Charge Account Receivables Sears Acceptance Company Inc. (“Acceptance”), a wholly owned subsidiary of Sears, purchases all Sears Card charge account receivables (including deferred receivables) generated by merchandise and service sales. Through the Company’s securitization program, Acceptance sells undivided co-ownership interests in the charge account receivables (excluding deferred receivables) to Sears Canada Receivables Trust (Trust 1) and Sears Canada Receivables Trust – 1992 (Trust 2). In addition, Acceptance sells undivided co-ownership interests in its portfolio of charge account receivables (including deferred receivables) to Sears Canada Receivables Trust – 1996 (Trust 3). Trust 1, Trust 2 and Trust 3 are collectively referred to as SCRT. CANADA As the equity units of these trusts are held by independent parties, the assets and liabilities of SCRT are not reflected in the Company’s consolidated financial statements. The cost to the Company of the securitization program is reflected as a reduction in the Company’s share of Sears Card service charge revenues. SCRT is an important financing vehicle which is able to obtain favourable interest rates because of its structure and the high quality of the portfolio of charge account receivables backing its debt. Securitization provides the Company with a diversified source of funds for the operation of its business. Trust 1 Ð Trust 1, which was established in 1991, issues shortterm commercial paper to finance the purchase of undivided coownership interests in charge account receivables (excluding deferred receivables). Trust 2 Ð Trust 2, which was established in 1993, issues longterm senior and subordinated debentures to finance the purchase of undivided co-ownership interests in charge account receivables (excluding deferred receivables). Trust 3 Ð Trust 3, which was established in 1996, finances the purchase of undivided co-ownership interests in Acceptance’s portfolio of charge account receivables (including deferred receivables) through drawdowns under revolving senior and subordinated note facilities. Summary of Debt Ratings CBRS Sears Canada Inc. Unsecured debentures SCRT Commercial paper (Trust 1)4 Senior debentures (Trust 2)4 Subordinated debentures (Trust 2) Senior notes (Trust 3)4 Subordinated notes (Trust 3) B++ (High) DBRS BBB A-1+ R-1 (High) A++ AAA A A (High) A++ AAA A+ A 4 Highest rating assigned by CBRS Inc. (CBRS) and Dominion Bond Rating Service Limited (DBRS) for this debt category. Sears Canada Annual Report 1998 31 ManagementÕs Discussion & Analysis continued Summary of SCRT Obligations (in millions) Commercial paper Senior debt: 6.50%, due December 16, 1998 5.34%, due December 16, 2003 8.95%, due June 1, 2004 Floating rate, due April 1, 2001 Floating rate, due June 30, 2006 $ $ 1997 374.8 150.0 175.0 150.0 122.7 597.7 150.0 175.0 150.0 43.1 518.1 3.9 31.0 1.3 36.2 5.2 7.2 13.7 0.4 21.3 3.5 44.3 $ 1,170.7 72.3 990.0 Subordinated debt: 7.67% to 9.18%, due 1998 to 2004 Floating rate, due 1998 to 2004 Floating rate, due June 30, 2006 Accrued liabilities Trust units (floating rate, due 1998 to 2006) Total SCRT obligations 1998 487.3 $ Capital Structure The chart below highlights the improving trend in the debt to equity ratio, due primarily to the contribution of net earnings in 1998. 1998 % of Total Long-term debt due within one year $ 163.4 8.1 Long-term debt 680.5 Total debt 843.9 Shareholders’ equity 1,164.3 Total capital $2,008.2 33.9 42.0 58.0 100.0 (in millions) 32 Sears Canada Annual Report 1998 (in millions) Interest Costs Total debt at end of year Average debt for year Interest on long-term debt Other interest (net)5 Interest expense Average rate of debt6 Securitization Costs Amount securitized at end of year Average amount securitized for year Cost of funding Average rate of securitized funding6 Total Funding Total funding at the end of year Total average funding for year Total funding costs for year Average rate of total funding6 $ $ $ 1998 1997 843.9 $ 845.5 78.6 $ 7.0 85.6 $ 10.2% 847.7 758.4 74.5 11.6 86.1 11.2 % $ 1,170.7 $ 990.0 1,056.9 1,019.6 65.4 54.2 6.2% 5.2 % $ 2,014.6 $ 1,837.7 1,902.4 1,778.0 151.0 140.3 8.0% 7.8 % 5 Other interest includes $8.9 million in 1998 ($13.2 million – 1997) for payment of the interest rate differential on floating-to-fixed interest rate swaps. 6 1997 calculation based on 365 day year rather than fiscal period of 53 weeks. 1997 % of Total 11.6 0.6 836.1 847.7 1,042.4 $1,890.1 44.2 44.8 55.2 100.0 $ Analysis of Funding Costs The following table summarizes the Company’s total funding costs including the cost of the securitization program: Total funding costs for 1998 increased by $10.7 million due primarily to higher average funding levels and higher interest rates applicable to floating rate funding outstanding in SCRT. C A P I TA L E X P E N D I T U R E S The Company expects to commit approximately $235 million for capital expenditures in 1999, compared to capital expenditures of $142.2 million in 1998. Planned expenditures for 1999 include $103.0 million for full-line store enhancements and new combination Sears furniture and appliance stores. The balance of the capital expenditures will be spent primarily on information technology, logistics and real estate operations. SEARS A N A LY S I S O F TOTA L TA X E S Total taxes increased by $34.0 million in 1998. Income taxes increased $23.6 million, commensurate with the increase in earnings before income taxes. (in millions) Provincial capital tax Property tax Payroll taxes7 Total taxes expensed in cost of merchandise sold, operating, administrative and selling expense Corporate income tax Large corporations tax Income taxes Total taxes $ $ 1998 7.1 52.3 72.0 131.4 116.9 5.4 122.3 253.7 $ $ CANADA 1999 is approximately U.S. $300 million. From time to time the Company uses forward contracts to fix the exchange rate on a portion of its expected requirement for U.S. dollars. As at January 2, 1999, there were no foreign exchange contracts outstanding. 1997 6.7 45.7 68.6 Concentration of Credit Risk The Company’s exposure to credit risk relates mainly to customer account receivables. Sears Card customers are a large and diverse group. The average balance per customer at year end was $441. 121.0 93.9 4.8 98.7 219.7 Leases Twenty-two of Sears 109 full-line stores are Company-owned and two of the 20 Sears Furniture Stores are Company-owned, with the balance held under long-term leases which include favourable renewal options. As a result, the Company’s full-line store rental expense is expected to remain stable. 7 Represents contributions to the Canada and Quebec Pension Plans, Employment Insurance, health care levies and WCB premiums. R I S K S A N D U N C E R TA I N T I E S The key elements of the Company’s strategy for minimizing risk are as follows: Interest Rates SCRT has financed purchases of undivided co-ownership interests in the portfolio of charge account receivables with the issuance of short-term commercial paper, as well as debt and trust units, some of which are subject to floating interest rates. To reduce the risk associated with fluctuating interest rates, floatingto-fixed interest rate swap transactions in the notional amount of $350 million ($200 million - 1997) have been utilized. This brings the Company’s fixed-to-floating funding ratio, including securitized funding, to 66/34, which is within its target ratios. Merchandise Sources A major aim of the merchandise procurement process is to ensure that Sears, together with its merchandise sources, fulfills its promises and obligations to its customers. Sears will continue to work with its merchandise sources to ensure that they share this commitment. Sears shops the world market to provide its customers with the best value for their dollar. The Company purchases consumer goods from approximately 2,700 sources, most of which are Canadian. As a result, Sears is confident in its ability to continue providing consumers with high quality merchandise at competitive prices. Year 2000 The Year 2000 poses a significant global challenge. Date dependent systems and processes that use two digits to represent the year must be adapted in order to avoid risk of error with the turn of the century. Foreign Exchange The Company’s foreign exchange risk is limited to currency fluctuations between the Canadian and U.S. dollar. The Company’s forecast for its total requirement of foreign funds in Sears Canada Annual Report 1998 33 ManagementÕs Discussion & Analysis continued Sears has been preparing to meet the Year 2000 challenge for the past four years, as the Company is a significant user of current technologies. The Company makes extensive use of technology to interact with third parties, primarily suppliers and customers, for increased efficiency and productivity. In January, 1997, the Company established a cross-functional team to oversee and manage the Sears Year 2000 Project. The first phase of the project, which included identifying and evaluating the Company’s systems and applications for Year 2000 capability, determining necessary modifications and replacements, and initiating communication with third parties, including merchandise and non-merchandise suppliers, was completed in the second quarter of 1997. The project is continuing to progress in accordance with the project schedule. As of December 31, 1998, remedial action and Year 2000 testing have been completed for 96% of all application programs. The schedule for 1999 includes completion of the Year 2000 testing for the remaining applications and programs as well as continued testing to maintain a Year 2000 ready application portfolio and environment. In September 1998, a cross-functional sub-committee was formed to review Sears Business Continuity Plans and to address any Year 2000 specific issues or situations, including alternative sourcing and identifying actions to be taken if a critical system or service provider were not yet Year 2000 ready. This process is scheduled for completion by the end of the third quarter of 1999. Sears continues to conduct an aggressive communication campaign with third parties with whom it has a business relationship, including both merchandise and non-merchandise suppliers. This includes having met with over 300 key suppliers in 1998 to specifically address the Year 2000 issue. This program of meeting with key suppliers to communicate and assess risk will continue through 1999. There can be no guarantee that the systems, services, or supplies provided by other companies on which Sears relies will be Year 2000 ready on a timely basis, or that another company’s failure to be Year 2000 ready may not have an adverse effect on Sears. The impact will depend on the Year 2000 readiness of other parties, including financial institutions, government agencies, transportation entities, telephone communication companies, utilities, and vendors. 34 Sears Canada Annual Report 1998 However, based on Sears program of assessment and actions taken to mitigate the risk to Sears, management believes that the Year 2000 issue will not have a material adverse impact on Sears future results of operation or financial condition, although there can be no absolute assurance that this will be the case. To date, approximately $20 million has been spent on personnel and contractors. These costs are expensed as incurred. The total estimated cost for the Year 2000 Project is approximately $28 million. Sears continues to participate with the Retail Council of Canada and other retailers to increase awareness of the Year 2000 issue. In addition, Sears was an active member of the Industry Canada Year 2000 Task Force, providing input and guidance on common issues and opportunities facing the industry as a whole. Competitive and Economic Environment Sears believes that the general economic environment will remain positive in 1999, although growth may occur at a slower pace than in 1998. The retail market remains highly competitive. Sears is well positioned to take advantage of emerging trends in retailing, including those in the areas of specialty stores and services, as well as electronic commerce. Sears is optimistic that consumer confidence will remain stable in 1999 due to expected increases in employment levels and personal disposable income, as well as continued low inflation and interest rates. Outlook Sears continues to position itself to capture a larger share of consumer spending through its aggressive program of store renovations and enhanced merchandise assortment and presentation. The Company also continues to evaluate new and innovative methods of retailing. By meeting customers’ needs in terms of merchandise selection, pricing, and the total shopping experience, Sears anticipates growth in revenues and profits into the future. SEARS Quarterly Results Unaudited (in millions, except per share amounts) First Quarter 1998 Total revenues Earnings (loss) before income taxes Net earnings (loss) Earnings (loss) per share CANADA Second Quarter Third Quarter Fourth Quarter* 1997 1998 1997 1998 1997 1998 1997 $ 1,008.8 $ 875.1 $ 1,154.4 $ 1,054.3 $ 1,170.5 $ 1,065.5 $ 1,632.9 $ 1,588.6 $ $ $ $ $ $ (2.6) $ (2.8) $ (0.03) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 15.6 7.5 0.07 55.4 29.9 0.28 42.3 22.8 0.22 45.0 24.1 0.23 37.1 19.4 0.18 152.7 84.9 0.80 138.4 77.1 0.73 * The Fourth Quarter contained 13 weeks in 1998 and 14 weeks in 1997. Common Share Market Information* First Quarter 1998 High Low Close Avg. daily trading volume $ $ $ 25.75 19.00 24.40 122,559 Second Quarter 1997 $ $ $ 13.95 10.00 13.35 229,870 1998 $ $ $ 27.75 24.40 27.70 63,010 Third Quarter 1997 $ $ $ 20.00 12.50 18.40 295,137 1998 $ $ $ 29.00 16.90 16.90 174,352 Fourth Quarter 1997 $ $ $ 25.20 18.25 25.00 127,992 1998 $ $ $ 22.05 16.00 18.00 73,591 1997 $ $ $ 25.75 19.00 19.80 189,641 * The Toronto Stock Exchange Sears Canada Annual Report 1998 35 Statement of Management Responsibility Management is responsible for the accuracy, integrity and objectivity of the financial information contained in this Annual Report. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada and include certain amounts that are based on estimates and judgements. Financial information used elsewhere in the Annual Report is consistent with that in the financial statements. Management has developed, maintains and supports an extensive program of internal audits that provides reasonable assurance that financial records are reliable and that assets are safeguarded. The Board of Directors, through the activities of its Audit and Corporate Governance Committee, ensures that management fulfills its responsibilities for financial reporting and internal control. The Audit and Corporate Governance Committee, the majority of whom are outside directors, meets periodically with the financial officers of the Company, the internal auditors and external auditors to discuss audit activities, internal accounting controls and financial reporting matters. The Board of Directors, on the recommendation of the Audit and Corporate Governance Committee, has approved all of the information contained in the Annual Report. The Company’s external auditors, Deloitte & Touche LLP, have conducted audits of the financial records of the Company in accordance with generally accepted auditing standards. Their report is as follows. Senior Vice-President and Chief Financial Officer Chairman of the Board and Chief Executive Officer AuditorsÕ Report to the Shareholders of Sears Canada Inc. We have audited the consolidated statements of financial position of Sears Canada Inc. as at January 2, 1999 and January 3, 1998 and the consolidated statements of earnings, retained earnings and changes in financial position for the 52 weeks and 53 weeks then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at January 2, 1999 and January 3, 1998 and the results of its operations and the changes in its financial position for the 52 weeks and 53 weeks then ended in accordance with generally accepted accounting principles. Deloitte & Touche LLP Chartered Accountants 36 Sears Canada Annual Report 1998 Toronto, Ontario February 8, 1999 Consolidated Statements of Financial Position SEARS 1998 As at January 2, 1999 and January 3, 1998 (in millions) Assets Current Assets Cash and short-term investments Charge account receivables (Note 2) Other receivables (Note 3) Inventories Prepaid expenses and other assets Future income tax assets (Note 4) $ Investments and Other Assets (Note 5) Net Capital Assets (Note 6) Deferred Charges (Note 7) $ Liabilities Current Liabilities Accounts payable Accrued liabilities Income and other taxes payable Principal payments on long-term obligations due within one year (Note 9) $ Long-term Obligations (Note 9) Future Income Tax Liabilities (Note 4) ShareholdersÕ Equity Capital Stock (Note 10) Retained Earnings $ 190.4 595.0 505.4 738.7 57.4 61.6 2,148.5 50.9 867.6 131.0 3,198.0 683.4 312.4 90.8 CANADA 1997 $ $ $ 68.3 690.1 534.5 640.3 48.9 41.9 2,024.0 22.8 825.1 135.4 3,007.3 560.2 318.4 162.7 163.4 1,250.0 11.6 1,052.9 680.5 103.2 2,033.7 836.1 75.9 1,964.9 451.8 712.5 1,164.3 3,198.0 450.9 591.5 1,042.4 3,007.3 $ Approved by the Board: P.S. Walters Director J.M. Tory Director Sears Canada Annual Report 1998 37 Consolidated Statements of Earnings (in millions, except per share amounts) For the 52 weeks ended January 2, 1999 Total revenues Deduct: Cost of merchandise sold, operating, administrative and selling expenses Depreciation Interest $ $ 4,516.8 95.5 85.6 4,697.9 268.7 Earnings before income taxes Income taxes (Note 4) Current Future Net earnings Earnings per share 4,966.6 For the 53 weeks ended January 3, 1998 $ $ 114.7 7.6 122.3 146.4 1.38 4,583.5 4,204.1 78.1 86.1 4,368.3 215.2 $ $ 105.0 (6.3) 98.7 116.5 1.10 Consolidated Statements of Retained Earnings (in millions) Opening balance Net earnings Dividends declared Closing balance 38 Sears Canada Annual Report 1998 For the 52 weeks ended For the 53 weeks ended January 2, 1999 January 3, 1998 $ $ 591.5 146.4 737.9 25.4 712.5 $ $ 500.4 116.5 616.9 25.4 591.5 Consolidated Statements of Changes in Financial Position (in millions) Cash Generated From (Used For) Operations Net earnings Non-cash items included in net earnings, principally depreciation Funds from operations Changes in working capital (Note 11) For the 52 weeks ended January 2, 1999 $ Cash Generated From (Used For) Investment Activities Purchases of capital assets Proceeds from sale of capital assets Charge account receivables Deferred charges 146.4 111.7 258.1 (34.0) 224.1 SEARS CANADA For the 53 weeks ended January 3, 1998 $ 116.5 88.9 205.4 (106.5) 98.9 (142.2) 6.9 95.1 (5.4) (160.4) 1.1 (82.8) (1.9) (28.1) (73.7) 6.8 (237.2) Cash (Used For) Dividends 7.8 (11.6) 0.9 (2.9) (25.4) 134.9 (104.6) 2.6 32.9 (25.4) Increase (decrease) in cash and short-term investments at end of year 122.1 (130.8) 68.3 199.1 Investments and other assets Cash Generated From (Used For) Financing Activities Issue of long-term obligations Repayment of long-term obligations Net proceeds from issue of capital stock Cash and short-term investments at beginning of year Cash and short-term investments at end of year $ 190.4 $ 68.3 Sears Canada Annual Report 1998 39 Notes to Consolidated Financial Statements 1 . S U M M A RY O F A C C O U N T I N G P O L I C I E S Principles of Consolidation The consolidated financial statements include the accounts of Sears Canada Inc. and its subsidiaries together with its proportionate share of the assets, liabilities, revenues and expenses of real estate joint ventures (“the Company”). Fiscal Year The fiscal year of the Company consists of a 52 or 53 week period ending on the Saturday closest to December 31. The 1998 fiscal year for the consolidated statements presented is the 52 weeks ended January 2, 1999 and the comparable period is the 53 weeks ended January 3, 1998. Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined for retail store inventories by the retail inventory method and for catalogue order and miscellaneous inventories by the average cost method, based on individual items. Prepaid Advertising Expense Catalogue production costs are deferred and amortized over the life of each catalogue on the basis of the estimated sales from that catalogue. Deferred Receivables Deferred receivables are charge account receivables that have not yet been billed to the customers’ accounts. Service charges are not accrued on these accounts over the deferral period which generally ranges from six to 13 months. Capital Assets Capital assets are stated at cost. Depreciation and amortization provisions are generally computed by the straight-line method based on estimated useful lives of two to ten years for equipment and fixtures, and of ten to 40 years for buildings and improvements. 40 Sears Canada Annual Report 1998 The Company’s proportionate share of buildings held in joint ventures is generally depreciated by the sinking fund method over 20 to 40 years. The Company capitalizes interest charges for major construction projects and depreciates these charges over the life of the related assets. Deferred Charges The cumulative excess of contributions to the Company’s pension plan over the amounts expensed is included in deferred charges. Debt issuance costs are deferred and amortized by the straight-line method to the due dates of the respective debt issues. Securitization set up costs are amortized on a straight-line basis over a maximum of five years. Consulting fees for major projects are amortized by the straight-line method over the period of future benefit ranging from three to five years. Certain other costs are deferred and amortized by the straight-line method over the remaining life of the related asset. Adoption of New Accounting Standard for Income Taxes During the year, the Company elected early adoption of the new Recommendations of the Canadian Institute of Chartered Accountants relating to the accounting for income taxes. Under this new accounting policy, applied retroactively, future income taxes reflect the tax effect of differences between the book and tax basis of assets and liabilities. Previously, deferred income taxes reflected the tax effect of revenue and expense items reported for accounting purposes in periods different than for tax purposes. The Company elected not to restate prior years’ financial statements as it determined that the adoption of this standard does not have a material impact on the Company’s financial position or results of operations in the current or preceding years. Foreign Currency Translation Obligations payable in U.S. dollars are translated at the exchange rate in effect at the balance sheet date or at the rates fixed by forward exchange contracts. SEARS SEARS Transactions in foreign currencies are translated into Canadian dollars at the rate in effect on the date of the transaction. Pensions The Company maintains a defined benefit, final average pension plan which covers substantially all of its regular fulltime associates as well as some of its part-time associates. The plan provides pensions based on length of service and final average earnings. Current service costs under the Company’s pension plan are charged to operations as they accrue. The excess of the market value of pension fund assets over the actuarial present value of the accrued pension obligations as at January 1, 1986 and any surpluses or deficits arising since that date, are amortized over the expected average remaining service life of the associate group covered by the plan. Actuarial valuations are calculated using the projected benefit method pro-rated on services, based on management’s best estimate of the effect of future events (Refer to Note 8). The Company provides life insurance, medical and dental benefits to eligible retired associates. These benefits are accrued in the year that an associate retires. The accumulated obligation as at January 1, 1989, for previously retired associates, was amortized over 10 years beginning January 1, 1989. Estimates The preparation of the Company’s financial statements, in accordance with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. CANADA CANADA 2 . C H A R G E A C C O U N T R E C E I VA B L E S Details of charge account receivables are as follows: (in millions) 1998 1997 Charge account receivables $ 1,682.5 $ 1,655.7 Less: amounts securitized (1,087.5) (965.6) Net charge account receivables $ 595.0 $ 690.1 3 . OT H E R R E C E I VA B L E S Other receivables consist of the following: (in millions) Deferred receivables Less: amounts securitized Net deferred receivables Miscellaneous receivables Total $ $ 1998 544.5 $ (83.2) 461.3 44.1 505.4 $ 1997 497.4 (24.4) 473.0 61.5 534.5 4 . F U T U R E I N C O M E TA X E S The tax effects of the significant components of temporary differences giving rise to the Company’s net income tax assets and liabilities are as follows: 1998 1997 LongLong(in millions) Current Term Current Term Future income tax assets: Non-deductible accruals $ 61.6 $ $ 41.9 $ Total $ 61.6 $ $ 41.9 $ Future income tax liabilities: Depreciable capital assets $ - $ 49.8 $ $ 47.4 Deductible prepaid expenses 45.2 27.4 Other 8.2 1.1 Total $ - $ 103.2 $ $ 75.9 Earnings per Share Earnings per share is calculated based on the weighted average number of shares outstanding during the fiscal year. Sears Canada Annual Report 1998 41 Notes to Consolidated Financial Statements The average combined federal and provincial statutory income tax rate, excluding Large Corporations Tax, applicable to the Company was 43.4% for 1998 and 43.5% for 1997. A reconciliation of income taxes at the average statutory tax rate to the actual income taxes is as follows: (in millions) Earnings before income taxes $ Income taxes at average statutory tax rate Increase (decrease) in income taxes resulting from: Non-taxable portion of capital gains Non-deductible items Large Corporations Tax Income taxes Effective tax rate $ 1998 268.7 $ 116.6 1997 215.2 93.6 (0.3) 0.6 (0.1) 0.4 5.4 122.3 $ 45.5% 4.8 98.7 45.9 % 5 . I N V E S T M E N T S A N D OT H E R A S S E T S (in millions) Unsecured debentures Subordinated loans Other Total $ $ 1998 44.1 6.8 50.9 $ $ 1997 20.1 2.2 0.5 22.8 continued 6 . N E T C A P I TA L A S S E T S Capital assets are summarized as follows: (in millions) Land Buildings and improvements – held by joint ventures Equipment and fixtures Gross capital assets Accumulated depreciation Buildings and improvements – held by joint ventures Equipment and fixtures Total accumulated depreciation Net capital assets 1998 $ 64.3 592.7 274.9 788.5 1,720.4 1997 $ 68.1 561.3 266.6 694.7 1,590.7 301.7 47.9 503.2 852.8 867.6 276.6 41.5 447.5 765.6 825.1 $ $ The carrying values of land and buildings are evaluated by management on an on-going basis as to their net recoverable amounts. This is a function of their average remaining useful lives, market valuations, cash flows, and capitalization rate models. Situations giving rise to a shortfall in the net recoverable amounts are assessed as either temporary or permanent declines in the carrying values; permanent declines are adjusted. Management does not foresee adjustments in the near term. 7. DEFERRED CHARGES Unsecured debentures, which represent investments made by the Company in the independent trusts referred to in Note 15, in the amount of $14.1 million, $6.0 million and $24.0 million are due in 2010, 2011 and 2013 respectively. Subordinated loans, which represent loans to one of the independent trusts, are due in 2006. All bear interest at floating rates. 42 Sears Canada Annual Report 1998 1998 (in millions) Excess of pension contributions over amounts expensed, including contributions for post-retirement benefits of $2.1 million ($3.1 million – 1997) Deferred consulting fees Tenant allowances for proportionate interests in joint ventures Debt issuance and securitization set up costs Other deferred charges Total deferred charges $ $ 99.1 4.4 1997 $ 107.5 0.7 10.6 9.4 5.1 11.8 131.0 6.2 11.6 135.4 $ SEARS SEARS 8. PENSION PLAN Selected financial information relating to the Company’s pension plan is summarized as follows: (in millions) 1998 1997 Pension plan assets at market value $ 1,200.7 $ 1,137.8 Present value of accrued pension obligations $ 734.1 $ 697.1 9 . LO N G -T E R M O B L I G AT I O N S (in millions) Unsecured debentures: 11.00% due May 18, 1999 $ 11.70% due July 10, 2000 8.25% due December 11, 2000 7.80% due March 1, 2001 6.55% due November 5, 2007 Proportionate share of long-term debt of joint ventures with a weighted average interest rate of 9.1% due 1999 to 2013 Capital lease obligations: interest rates from 8.0 % to 17.0% Less principal payments due within one year included in current liabilities Total long-term obligations $ 1998 150.0 100.0 125.0 100.0 125.0 1997 $ 150.0 100.0 125.0 100.0 125.0 227.1 229.8 16.8 843.9 17.9 847.7 163.4 680.5 11.6 836.1 $ The Company’s proportionate share of the long-term debt of joint ventures is secured by the shopping malls owned by the joint ventures and, in some cases, guaranteed by the Company. The Company’s total principal payments due within one year include $12.4 million ($10.5 million – 1997) of the proportionate share of the current debt obligations of joint ventures. Interest on long-term debt amounted to $78.6 million ($74.5 million – 1997). CANADA CANADA Principal Payments For fiscal years subsequent to the fiscal year ended January 2, 1999, principal payments required on the Company’s total longterm obligations are as follows: (in millions) 1999 2000 2001 2002 2003 Subsequent years Total debt outstanding $ $ 163.4 253.1 134.2 33.3 6.8 253.1 843.9 Significant Financing Transactions On February 26, 1997, the outstanding 9.25% unsecured debentures of Sears Canada Inc. in the amount of $100.0 million matured. On November 5, 1997, Sears Canada Inc. issued $125.0 million of 6.55% unsecured debentures, due November 5, 2007. During 1997, long-term financing for new capital projects of real estate joint ventures was obtained in the amount of $9.9 million. In addition, $81.8 million of joint venture debt matured in 1997, of which $78.5 million was refinanced. On December 23, 1998, Sears filed a shelf prospectus with securities commissions in Canada that qualifies the issuance of up to $500 million in medium-term notes (debt with a term to maturity in excess of one year) over the next two years. During 1998, long-term financing for new capital projects of real estate joint ventures was obtained in the amount of $3.4 million. In addition, $15.5 million of joint venture debt matured in 1998, of which $9.4 million was refinanced. Sears Canada Annual Report 1998 43 Notes to Consolidated Financial Statements 10. C A P I TA L S TO C K An unlimited number of common shares are authorized. Changes in the number of outstanding common shares and their stated values since December 29, 1996 are as follows: 1998 1997 Stated Stated Number value Number value of shares (millions) of shares (millions) Beginning Balance 105,959,504 $ 450.9 105,610,910 $ 448.3 Issued pursuant to stock options 124,460 0.9 348,594 2.6 Ending Balance 106,083,964 $ 451.8 105,959,504 $ 450.9 Details of stock option transactions under the Employees Stock Plan, including Special Incentive Awards, as at January 2, 1999, are set out below. Special Incentive Awards of options and shares are awarded to Senior Officers of the Company on a conditional basis, subject to achievement of specified performance criteria, within specified vesting periods. In 1998, 140,000 shares were awarded as Special Incentive Awards, 40,000 of which are subject to Plan amendment and obtaining requisite approvals. No shares were issued during the year under Special Incentive Awards. 44 Sears Canada Annual Report 1998 continued Options granted Option and accepted price 175,975 $ 5.69 142,150 $ 7.53 195,200 $ 7.49 232,301 $ 5.58 275,730 $ 5.58 60,000 $ 9.72 286,750 $ 10.65 30,000 $ 10.82 306,870 $ 19.63 26,000 $ 24.73 Expiry date Feb. 1998 Feb. 1999 Feb. 2000 Feb. 2001 Feb. 2006 Nov. 2006 Jan. 2007 Feb. 2007 Jan. 2008 Apr. 2008 Special Incentive Award Options 170,000 $ 22.75 Feb. 2008 825,000 $ 28.75 Jul. 2008 Options Options exercised outstanding 170,325 110,575 31,575 144,542 50,658 182,483 49,818 70,605 205,125 60,000 23,006 263,744 10,000 20,000 306,870 26,000 - 170,000 825,000 Options to purchase up to 342,870 common shares have been authorized to be granted under the Employees Stock Plan in 1999. In April, 1998, the Company established the Directors’ Stock Option Plan to grant stock options to Directors who are not Executive Officers of the Company or Sears, Roebuck and Co. In 1998, 9,000 stock options were granted to six Directors at an option price of $25.98. The options expire in April, 2008. No options were exercised during the year. The Company is authorized to issue an unlimited number of non-voting, redeemable and retractable Class 1 Preferred Shares in one or more series. As at January 2, 1999, the only shares outstanding were the common shares of the Company. SEARS SEARS CANADA CANADA 11. C H A N G E S I N W O R K I N G C A P I TA L 13. S E G M E N T E D I N F O R M AT I O N The cash generated from (used for) working capital is made up of changes in the following accounts: (in millions) 1998 1997 Other receivables $ 29.1 $ (108.8) Future income tax assets (1.9) Inventories (98.4) (149.2) Prepaid expenses and other assets (10.0) (2.4) Accounts payable 123.2 87.3 Accrued liabilities (6.0) (6.5) Income and other taxes payable (71.9) 75.0 Cash generated from (used for) working capital $ (34.0) $ (106.5) The Company has three reportable operating segments: merchandising, credit, and real estate joint venture operations. 12. C O M M I T M E N T S The reportable segments have been determined on the basis on which management measures performance and makes decisions on allocations of resources. The accounting policies of the segments are the same as those described in the Summary of Accounting Policies. During the preparation of the internal financial statements the revenues and expenses between segments are eliminated. The Company evaluates the performance of each segment based on earnings before interest expense and income taxes. The Company does not allocate interest expense or income taxes to segments. Minimum capital and operating lease payments, exclusive of property taxes, insurance and other expenses payable directly by the Company having an initial term of more than one year as at January 2, 1999 are as follows: Capital Operating (in millions) leases leases 1999 $ 2.7 $ 69.9 2000 2.7 66.3 2001 2.7 61.1 2002 2.7 56.9 2003 2.7 53.0 Subsequent years 14.3 453.9 Minimum lease payments $ 27.8 $ 761.1 Less imputed interest 11.0 Total capital lease obligations $ 16.8 • The merchandising segment includes the Company’s full-line department stores, specialty stores, catalogue operations, and home services. • The credit segment finances and manages customer charge account receivables generated from the sale of goods and services charged on the Sears credit card. • The real estate joint venture segment consists of the Company’s joint venture interests in shopping centres, most of which contain a Sears store. Total rentals charged to earnings under all operating leases for the year ended January 2, 1999 amounted to $80.8 million ($79.4 million – 1997). Sears Canada Annual Report 1998 45 Notes to Consolidated Financial Statements continued Segmented Statements of Earnings for the 52 weeks ended January 2, 1999 and the 53 weeks ended January 3, 1998 (in millions) Total revenues Segment operating profit Interest expense Income taxes 1 Mdse. $ 4,595.1 $ 193.7 1998 Real Estate Joint Credit Ventures2 Total Mdse. 305.9 $ 65.6 $ 4,966.6 $ 4,210.6 $ 126.7 33.9 354.3 141.7 85.6 122.3 Net earnings $ 1997 Real Estate Joint Credit Ventures Total 310.6 $ 62.3 $ 4,583.5 127.5 32.1 301.3 86.1 98.7 146.4 $ 116.5 Segmented Statements of Financial Position as at January 2, 1999 and January 3, 1998 1998 Real Estate Joint Credit Ventures (in millions) Mdse. Assets Cash Total receivables Inventories Net capital assets Other Total assets Liabilities Accounts payable Accrued liabilities Other Total liabilities excluding debt Capital employed Capital expenditures Depreciation and amortization $ Total 1997 Real Estate Joint Credit Ventures Mdse. Total 186.7 $ - $ 68.9 1,024.3 738.7 609.2 283.2 9.8 $ 1,886.7 $ 1,034.1 $ 3.7 $ 190.4 $ 64.9 $ - $ 7.2 1,100.4 90.9 1,130.3 738.7 640.3 258.4 867.6 568.4 7.9 300.9 230.5 14.0 277.2 $ 3,198.0 $ 1,595.0 $ 1,144.3 $ 3.4 $ 68.3 3.4 1,224.6 640.3 256.7 825.1 4.5 249.0 268.0 $ 3,007.3 $ 6.1 3.4 15.2 24.7 252.5 8.7 6.0 5.0 2.1 15.2 22.3 245.7 13.1 5.5 $ $ $ $ 677.2 287.7 186.4 1,151.3 735.4 133.5 89.5 $ $ $ $ $ 0.1 21.3 (7.6) 13.8 1,020.3 - $ $ $ $ $ $ $ $ $ $ 683.4 312.4 194.0 1,189.8 2,008.2 142.2 95.5 $ $ $ $ $ 555.2 294.5 191.7 1,041.4 553.6 147.3 72.6 $ $ $ $ $ 21.8 31.7 53.5 1,090.8 - $ $ $ $ $ $ $ $ $ $ 560.2 318.4 238.6 1,117.2 1,890.1 160.4 78.1 1 The real estate joint venture revenues are net of $3.7 million ($3.7 million – 1997) representing the elimination of rental revenues earned from Sears full-line stores. Rental expense of the real estate joint venture segment has been decreased by the same amount having no effect on segment operating profit. 2 The real estate joint ventures had cash generated from operations of $12.3 million ($8.7 million – 1997), cash used for investment activities of $9.5 million ($13.9 million – 1997), and cash used for financing activities of $2.5 million (cash generated from financing activities of $6.8 million – 1997). 46 Sears Canada Annual Report 1998 SEARS SEARS 14. R E L AT E D PA R T Y T R A N S A C T I O N S Sears, Roebuck and Co. is the beneficial holder of the majority of the outstanding common shares of Sears Canada Inc., holding approximately 55% of the common shares of the Company. During the year, Sears, Roebuck and Co. charged the Company $5.4 million ($5.5 million – 1997) in the ordinary course of business for shared merchandise purchasing services. These amounts are included in the cost of merchandise sold, operating, administrative, and selling expenses. Sears, Roebuck and Co. charged the Company $12.5 million ($18.4 million – 1997) and the Company charged Sears, Roebuck and Co. $5.4 million ($4.6 million – 1997) for other reimbursements. These reimbursements were primarily in respect of customer cross-border purchases made on the Sears Card, and the Sears, Roebuck and Co. charge card, as well as software and support services. There were no significant commitments, receivables or payables between the companies at the end of 1998 or 1997. 15. F I N A N C I A L I N S T R U M E N T S In the ordinary course of business, the Company enters into financial agreements with banks and other financial institutions to reduce underlying risks associated with interest rates and foreign currency. The Company does not hold or issue derivative financial instruments for trading or speculative purposes and controls are in place to prevent and detect these activities. The financial instruments do not require the payment of premiums or cash margins prior to settlement. These financial instruments can be summarized as follows: CANADA CANADA Securitization of Charge Account Receivables Securitization is an important financial vehicle which provides the Company with access to funds at a low cost. Sears Acceptance Company Inc. (“Acceptance”), a wholly owned subsidiary of the Company, purchases all Sears Card charge account receivables (including deferred receivables) generated by merchandise and service sales. Acceptance sells undivided co-ownership interests in its portfolio of charge account receivables and deferred receivables to independent trusts. Acceptance retains the income generated by the undivided co-ownership interests sold to the trusts in excess of the trusts’ stipulated share of service charge revenues (Refer to Notes 2 and 3). Interest Rate Risk To manage the Company’s exposure to interest rate risks, the Company has entered into interest rate swap contracts with Schedule “A” Banks. Neither the notional principal amounts nor the current replacement value of these financial instruments are carried on the consolidated balance sheet. As at January 2, 1999, the Company had three interest rate swap contracts in place to reduce the risk associated with variable interest rates associated with the floating rate debt issued by the trusts. For the year ended January 2, 1999, a net interest differential of $8.9 million ($13.2 million – 1997) was paid on the floating-to-fixed interest rate swap contracts and was recorded as an increase of interest expense of the Company. Credit Risk The Company’s exposure to concentration of credit risk is limited. Accounts receivable are primarily from Sears Card customers, a large and diverse group. Foreign Exchange Risk From time to time the Company enters into foreign exchange contracts to reduce the foreign exchange risk with respect to U.S. dollar denominated goods purchased for resale. There were no such contracts outstanding at the end of 1998 or 1997. Sears Canada Annual Report 1998 47 Notes to Consolidated Financial Statements Interest Rate Sensitivity Position Interest rate risk reflects the sensitivity of the Company’s financial condition to movements in interest rates. The table below identifies the Company’s financial assets and liabilities which are sensitive to interest rate movements and those which are non-interest rate sensitive. Financial assets and liabilities which do not bear interest or bear interest at fixed rates are classified as non-interest rate sensitive. 1998 (in millions) Interest Sensitive NonInterest Sensitive 1997 Interest Sensitive Cash net of bank advances and shortterm notes $ 190.4 $ - $ Investments and other assets 50.9 Total receivables 1,100.4 Long-term obligations (including current portion)3 (182.5) (661.4) Net balance sheet interest rate sensitivity position $ 58.8 $ 439.0 $ 68.3 NonInterest Sensitive $ - 22.8 - - 1,224.6 (33.7) 57.4 (814.0) $ 410.6 3 Interest sensitive portion includes long-term prime-rate based debt and current portion of long-term debt due to be renegotiated. 48 Sears Canada Annual Report 1998 continued In addition to the net balance sheet interest rate sensitivity position, the Company is also affected by interest rate sensitive debt outstanding in the trusts. Any change in short-term interest rates will impact floating rate debt and debt with maturities of less than one year held by the trusts, which totaled $841.7 million at January 2, 1999 ($811.1 million at January 3, 1998). An increase in the cost of this off-balance sheet debt will result in a decrease in the Company’s share of service charge revenues. This interest rate exposure is offset, in part, by interest rate swap contracts held by the Company in the notional amount of $350 million ($200 million – 1997). Fair Value of Financial Instruments The estimated fair values of financial instruments as at January 2, 1999 and January 3, 1998 are based on relevant market prices and information available at that time. As a significant number of the Company’s assets and liabilities, including inventory and capital assets, do not meet the definition of financial instruments, the fair value estimates below do not reflect the fair value of the Company as a whole. Carrying value approximates fair value for financial instruments which are short-term in nature. These include cash and short-term investments, charge account receivables, other receivables, prepaid expenses and other assets, bank advances and short-term notes, accounts payable, income and other taxes payable, and principal payments on long-term obligations due within one year. For financial instruments which are long-term in nature, fair value estimates are as follows: SEARS (in millions) 1998 Carrying or Notional Fair Notional Fair Amount Value Amount Value Financial Assets and Liabilities Investments and other assets $ 50.9 $ 50.9 $ Long-term obligations $ 680.5 $ 713.6 $ (in millions) 16. U N C E R TA I N T Y D U E TO T H E YEAR 2000 ISSUE 1997 Carrying or 1998 22.8 836.1 $ 22.8 $ 895.7 1997 Carrying Fair Carrying Fair or Value or Value Notional Premium/ Notional Premium/ Amount (Discount) Amount (Discount) Off-Balance Sheet Interest Rate Swaps 9.40%, expiring April 1999 $ 100.0 $ (2.1) $ 4.95%, expiring April 2001 150.0 9.54%, expiring April 2002 100.0 (14.4) $ 350.0 $ (16.5) $ 100.0 $ 100.0 200.0 CANADA (6.4) The Year 2000 Issue arises because many computerized systems use two digits rather than four to identify a year. Date sensitive systems may recognize the year 2000 as 1900 or some other date, resulting in errors when information using year 2000 dates is processed. In addition, similar problems may arise in some systems which use certain dates in 1999 to represent something other than a date. The effects of the Year 2000 Issue may be experienced before, on, or after January 1, 2000, and, if not addressed, the impact on operations and financial reporting may range from minor errors to significant systems failure which could affect an entity’s ability to conduct normal business operations. While the Company is addressing the Year 2000 Issue, it is not possible to be certain that all aspects of the Year 2000 Issue affecting the entity, including those related to the efforts of customers, suppliers, or other third parties, will be fully resolved. - $ (16.5) (22.9) The fair value of investments and other assets and long-term obligations was estimated based on quoted market prices, when available, or discounted cash flows using discount rates based on market interest rates and the Company’s credit rating. As longterm debt coupon rates are higher than current market interest rates, the fair value of the Company’s long-term debt exceeds its carrying value. The fair value of the interest rate swap contracts was estimated by referring to the appropriate yield curves with matching terms of maturity. A fair value discount reflects the estimated amount that the Company would pay to terminate the contracts at the reporting date. Sears Canada Annual Report 1998 49 Corporate Governance The Corporation, the Board of Directors and management are committed to maintain high standards of corporate governance. The Board believes that effective corporate governance practices are essential to the well-being of the Corporation, to improve corporate performance and to the best interests of shareholders. The Board of Directors is responsible to oversee the business and affairs of the Corporation and to act with a view to the best interests of the Corporation, providing guidance and direction to the management of the Corporation in order to attain corporate objectives and maximize shareholder value. The Board carries out its stewardship functions directly and through its Committees. The Board of Directors and the Audit and Corporate Governance, Compensation and Nominating Committees of the Board are each responsible for certain corporate governance functions in accordance with their respective mandates. The Audit and Corporate Governance Committee is responsible for monitoring and guiding the corporate governance approach and practices of the Corporation. This Committee is satisfied that the Corporation is in substantial conformance with the recommended practices of The Toronto Stock Exchange and the Montreal Exchange. The Directors are elected annually by the shareholders. The Board is currently composed of ten Directors. The Corporation’s significant shareholder, Sears, Roebuck and Co., beneficially holds approximately 55% of the common shares of the Corporation. Two of the Directors are executive officers of Sears, Roebuck and Co. and seven Directors (or approximately 70% of the total number of Directors) are independent of the Corporation and its affiliates. The Board’s composition fairly reflects the investment in the Corporation by minority shareholders and the independence of the Board from management. 50 Sears Canada Annual Report 1998 The Board has five regularly scheduled meetings each year with additional meetings held as required. The Board has the opportunity to meet in camera (without management present) at each meeting. In 1998, there were five meetings of the Board, three meetings of the Audit and Corporate Governance Committee, three meetings of the Compensation Committee and four meetings of the Nominating Committee. Attendance of the Directors at these meetings has regularly exceeded 90%. The Corporation has designed the Directors’ compensation to align the Directors’ interests with corporate performance and the return to shareholders. Independent Directors receive an annual equity grant of common shares and stock options under plans established by the Corporation. In addition to equity compensation, independent Directors receive a $18,000 annual cash retainer for serving on the Board. The Chairs of the Board Committees receive an additional annual retainer of $3,000. No fees are paid for attendance at Board or Committee meetings. A more detailed Statement of Corporate Governance Practices is contained in the Management Proxy Circular of the Corporation, dated March 4, 1999, a copy of which may be obtained from the Secretary. The Directors of the Corporation, their principal occupation and their Committee appointments are listed on page 51 of this Report. Directors and Officers SEARS (as at January 2, 1999) CANADA Board of Directors Honorary Directors Jalynn H. Bennett ◆ President, Jalynn H. Bennett and Associates Ltd. James W. Button Former Senior Executive Vice President of Merchandising, Sears, Roebuck and Co. Micheline Bouchard Chairman of the Board, President and Chief Executive Officer, Motorola Canada Limited James R. Clifford President and Chief Operating Officer, Full-Line Stores, Sears, Roebuck and Co. Officers Paul S. Walters Chairman of the Board and Chief Executive Officer William A. Dimma ◆ ● Corporate Director Jeanne E. Lougheed Corporate Director C. Richard Sharpe Former Chairman of the Board and Chief Executive Officer, Sears Canada Inc. H. Ray Bird Senior Vice-President, Credit ■ Arthur C. Martinez ■ Chairman of the Board, President and Chief Executive Officer, Sears, Roebuck and Co. James W. Moir, Jr. ● Corporate Director John T. Butcher Senior Vice-President and Chief Financial Officer Barbara L. Duffy Senior Vice-President, Human Resources Brent V. Hollister Executive Vice-President, Sales and Service Alfred Powis ■ ◆ ● Corporate Director John D. Smith Senior Vice-President and Chief Information Officer James M. Tory ■ ◆ Partner, Tory Tory DesLauriers & Binnington, Barristers & Solicitors Richard W. Sorby Executive Vice-President, Marketing Paul S. Walters ■ ● Chairman of the Board and Chief Executive Officer, Sears Canada Inc. William R. Turner Executive Vice-President, Merchandising and Logistics Rudolph R. Vezér Senior Vice-President, Secretary and General Counsel Committees ■ Compensation ◆ Audit and Corporate Governance ● Nominating Paul S. Walters is an ex officio member of the Nominating Committee. Sears Canada Annual Report 1998 51 Corporate Information Head Office Sears Canada Inc. 222 Jarvis Street Toronto, Ontario Canada M5B 2B8 Transfer Agent and Registrar CIBC Mellon Trust Company Toronto, Ontario Montreal, Quebec Answerline: (416) 643-5500 or 1-800-387-0825 Internet Address: www.cibcmellon.ca (website) or [email protected] (e-mail) Listings The Montreal Exchange The Toronto Stock Exchange Trading Symbol SCC Annual and Special Meeting The Annual and Special Meeting of Shareholders of Sears Canada Inc. will be held on Monday, April 19, 1999 at 10:00 a.m. in the Burton-Wood Auditorium Main Floor 222 Jarvis Street Toronto, Ontario, Canada ƒdition fran•aise du Rapport annuel On peut se procurer lÕŽdition fran•aise de ce rapport en Žcrivant au: S/703, Relations publiques Sears Canada Inc. 222 Jarvis Street Toronto, Ontario Canada M5B 2B8 Pour de plus amples renseignements au sujet de la SociŽtŽ, veuillez Žcrire au Service des relations publiques, ou composer le (416) 941-4425 For More Information Additional copies of the Annual Report can be obtained through the Public Affairs Department at the Head Office of Sears Canada Inc. For more information about the Company, write to Public Affairs, or call (416) 941-4425 Internet Address: www.sears.ca (website) or enquiries: [email protected] Produced by Sears Canada Inc. Public Affairs Design by Compendium Design International Inc. Printed in Canada by Kempenfelt Graphics Group Inc. Certain brands mentioned in this report are the trademarks of Sears Canada Inc., Sears, Roebuck and Co., or used under license. Others are the property of their owner. 52 Sears Canada Annual Report 1998 get comfortable.™ inside The Many Sides of SEARS at a S E A R S D E PA R T M E N T S T O R E S DEALER STORES ÒSears is now the only full-line department store in Canada.Ó Sears has 109 full-line department stores across the country, ÒThe national resources of Sears and personal service from your neighbour.Ó with the 110th store slated to open in Abbotsford, B.C. in Dealer stores are independently owned and 1999. 29 stores have been retrofitted to reflect Sears operated, and offer full catalogue services, a refreshing new look with a vastly expanded apparel and large selection of appliances, lawn and garden home fashion selection. products and electronics. 14 dealer stores were opened in 1998 to bring the total to 93. Plans are to open another 17 dealer stores in 1999. C A N A D A I N C. 1 9 9 8 FURNITURE & APPLIANCE STORES ÒOffering one of the largest selections of furniture in Canada.Ó A n n u a l Sears sells more furniture than any other single retailer in Canada. Sears has 20 free-standing furniture stores with 10 more planned for 1999. 12 of these stores offer both furniture and appliances. These stores present triple the selection of furniture offered in R e p o r t Sears traditional department stores, with the added advantage of specially trained home decor consultants. C ATA LO G U E ÒThe only full-line general merchandise catalogue in Canada.Ó Sears published 19 different catalogues in 1998, reaching 4.5 million households. Customers can order by calling 1-800-26-SEARS, the most frequently called number in SEARS OUTLET STORES Canada, or by fax or over the Internet. Sears has 1,900 ÒSears quality at outlet prices.Ó catalogue order pick up locations across the country. The Sears has 12 outlet stores. 4 stores were opened catalogue offers a department store selection of over in 1998 featuring a new format with 80,000 50,000 products and services. sq. ft. The outlet stores offer a wide selection of merchandise, including in-season clearance. outside