UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 3, 2004
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-4040
SEARS ROEBUCK ACCEPTANCE CORP.
(Exact name of registrant as specified in its charter)
Delaware 51-0080535
(State of Incorporation) (I.R.S. Employer Identification No.)
3711 Kennett Pike, Greenville, Delaware 19807
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 302/434-3100
Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and has been subject to such filing
requirements for the past 90 days. Yes X No__
Indicate by check mark whether Registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes [ ] No [ X ]
As of July 31, 2004 the Registrant had 350,000 shares of capital
stock outstanding, all of which were held by Sears, Roebuck and Co.
Registrant meets the conditions set forth in General Instructions
H(1)(a) and (b) of Form 10-Q and is therefore filing this Form
with a reduced disclosure format.
SEARS ROEBUCK ACCEPTANCE CORP.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
13 WEEKS AND 26 WEEKS ENDED JULY 3, 2004
PART I. FINANCIAL INFORMATION: PAGE NO.
Item 1. Financial Statements
Condensed Statements of Financial Position
July 3, 2004 (unaudited) and
June 28, 2003 (unaudited)
and January 3, 2004 1
Condensed Statements of Income and
Comprehensive Income (unaudited)
13 Weeks and 26 Weeks ended July 3, 2004
and June 28, 2003 2
Condensed Statements of Cash Flows (unaudited)
26 Weeks ended July 3, 2004
and June 28, 2003 3
Notes to Condensed Financial
Statements (unaudited) 4, 5
Report of Independent Registered Public
Accounting Firm 6
Item 2. Management's Discussion and Analysis
of Results of Operations 7
Item 4. Controls and Procedures 8
PART II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K 8
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEARS ROEBUCK ACCEPTANCE CORP.
CONDENSED STATEMENTS OF FINANCIAL POSITION
(unaudited)
------------------
(millions, except share data) July 3, June 28, Jan. 3,
2004 2003 2004
------- ------- -------
Assets
Cash and cash equivalents $ 352 $ 2,449 $ 1,286
Notes of Sears 7,029 16,252 7,743
Other assets 24 167 28
------- ------- -------
Total assets $ 7,405 $ 18,868 $ 9,057
======= ====== =======
Liabilities
Commercial paper (net of
unamortized discount of
$1, $4 and $1) $ 734 $ 3,208 $ 774
Medium-term notes (net of
unamortized discount of
$2, $4 and $3) 1,142 4,242 2,701
Discrete underwritten debt (net
of unamortized discount of
$8, $56 and $8) 1,838 7,794 1,838
Accrued interest and
other liabilities 54 191 128
------- ------- -------
Total liabilities 3,768 15,435 5,441
------- ------- -------
Commitments and contingent liabilities
Shareholder's Equity
Common share, par value $100 per share;
500,000 shares authorized;
350,000 shares issued and
outstanding 35 35 35
Capital in excess of par value 1,150 1,150 1,150
Accumulated other
comprehensive loss - (3) -
Retained earnings 2,452 2,251 2,431
------- ------- -------
Total shareholder's equity 3,637 3,433 3,616
------- ------- -------
Total liabilities and
shareholder's equity $ 7,405 $ 18,868 $ 9,057
======= ====== =======
See notes to condensed financial statements.
1
SEARS ROEBUCK ACCEPTANCE CORP.
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(unaudited)
(millions, except ratios) 13 Weeks Ended 26 Weeks Ended
July 3, June 28, July 3, June 28,
2004 2003 2004 2003
------ ------ ------ ------
Revenues
Earnings on notes of Sears $ 69 $ 248 $ 147 $ 499
Earnings on cash equivalents 3 9 6 16
------ ------ ------ ------
Total revenues 72 257 153 515
------ ------ ------ ------
Expenses
Interest expense and amortization
of debt discount/premium 55 204 119 410
Loss on early retirement of debt 1 - 1 -
Operating expenses 1 1 1 1
------ ------ ------ ------
Total expenses 57 205 121 411
------ ------ ------ ------
Income before income taxes 15 52 32 104
Income taxes 5 18 11 36
------ ------ ------ ------
Net income $ 10 $ 34 $ 21 $ 68
====== ====== ====== ======
Total comprehensive income $ 10 $ 34 $ 21 $ 68
====== ====== ====== ======
Ratios of earnings
to fixed charges 1.27 1.25 1.27 1.25
See notes to condensed financial statements.
2
SEARS ROEBUCK ACCEPTANCE CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
(millions) 26 Weeks Ended
July 3, June 28,
2004 2003
------- -------
Cash flows from operating activities:
Net income $ 21 $ 68
Adjustments to reconcile net income
to net cash (used in) provided by operating
activities:
Depreciation, amortization and other
noncash items 5 11
Increase in other assets (1) (15)
(Decrease)increase in other liabilities (74) 31
Loss on early retirement of debt 1 -
------- -------
Net cash (used in) provided by
operating activities (48) 95
------- -------
Cash flows from investing activities:
Decrease (increase) in notes of Sears 714 (900)
------- -------
Net cash provided by (used in)
investing activities 714 (900)
------- -------
Cash flows from financing activities:
(Decrease)increase in commercial paper,
primarily 90 days or less (40) 339
Proceeds from issuance of long-term debt 29 3,060
Payments for redemption of long-term debt (1,589) (1,687)
Issue costs paid to issue debt - (21)
------- -------
Net cash (used in)provided by
financing activities (1,600) 1,691
------- -------
Net (decrease) increase in cash and
cash equivalents (934) 886
Cash and cash equivalents at beginning
of period 1,286 1,563
------- -------
Cash and cash equivalents at end of period $ 352 $ 2,449
====== =======
See notes to condensed financial statements.
3
SEARS ROEBUCK ACCEPTANCE CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
1. Significant Accounting Policies
The unaudited interim financial statements of Sears Roebuck
Acceptance Corp. (the "Company" or"SRAC"), a wholly-owned subsidiary
of Sears, Roebuck and Co. ("Sears"), reflect all adjustments
(consisting only of normal recurring accruals) which are, in
the opinion of management, necessary for a fair statement of
the results for the interim periods presented.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have
been condensed or omitted. The significant accounting policies used
in the presentation of these financial statements are consistent with
the summary of significant accounting policies set forth in SRAC's
Annual Report on Form 10-K for the 53 weeks ended January 3, 2004,
and these financial statements should be read in conjunction
with the financial statements and notes found therein. The
results of operations for the interim periods should not be considered
indicative of the results to be expected for the full year.
2. Back-up Liquidity
SRAC continued to provide support for 100% of its outstanding
commercial paper through its investment portfolio and
committed credit facilities. SRAC's investment portfolio, which
consists of cash and cash equivalents, fluctuated from a low of
$351 million to a high of $1,261 million in the second quarter
of 2004. On May 17, 2004, SRAC, through a syndicate of banks,
obtained an unsecured, three-year revolving credit facility
in the amount of $2.0 billion. The new facility
replaced a 364-day facility, which expired in May 2004.
No borrowings were outstanding under this committed credit
facility at the end of the second quarter of 2004. Sears has
guaranteed any borrowings under this facility. The facility
and related Sears guarantee require SRAC and Sears to
maintain certain fixed charge ratios and a specified level of
tangible net worth for Sears' domestic segment. SRAC and Sears
were in compliance with these covenants at July 3, 2004.
Sears has issued guarantees in support of SRAC's outstanding
public debt in order to maintain SRAC's exemption
from being deemed an "investment company" under the
Investment Company Act of 1940, as amended. These guarantees
are continuous, have no recourse provisions and require
Sears to repay all SRAC's outstanding debt including
interest and principal and any borrowings under the credit
facility, in the event SRAC defaults on its payment obligations.
3. Legal Proceedings
On June 17, 2003, an action was filed in the Northern
District of Illinois against Sears and certain of its
officers, purportedly on behalf of a class of all persons
who, between June 21, 2002 and October 17, 2002, purchased
the 7% notes that SRAC issued on June 21, 2002.
An amended complaint has been filed, naming as additional
defendants certain former Sears officers, SRAC and certain
of its officers and several investment banking firms who acted
as underwriters for SRAC's March 18, May 21 and June 21, 2002
notes offerings. The amended complaint alleges that the
defendants made misrepresentations or omissions concerning Sears'
credit business from October 24, 2001 to October 17, 2002 and
in the registration statements and prospectuses relating to the
offerings. The amended complaint alleges that these misrepresentations
and omissions violated Sections 10(b) and 20(a) of the Securities
Exchange Act and Rule 10b-5 promulgated thereunder, and
Sections 11, 12 and 15 of the Securities Act of 1933
and purports to be brought on behalf of a class of all
persons who purchased any security of SRAC between
October 24, 2001 and October 17, 2002, inclusive.
Motions to dismiss the amended complaint are pending.
The consequences of this matter are not presently
determinable but, in the opinion of management
of SRAC after consulting with legal counsel and
taking into account applicable third party
insurance coverage, the ultimate liability is not
expected to have a material adverse effect on
annual results of operations, financial position,
liquidity or capital resources of SRAC. No
amounts have been accrued for this matter in the
financial statements.
4
4. Medium-term Notes and Discrete Underwritten Debt
Medium-term notes and discrete underwritten debt are issued with
either a floating rate indexed to LIBOR or a fixed rate.
(dollars in millions; term in years)
ISSUANCE
2004 2003
--------------------- ---------------------
Avg. Avg.
Avg. Orig. Avg. Orig.
Volume Coupon Term Volume Coupon Term
--------------------- ---------------------
13 Weeks Ended:
Medium-term notes $ 29 1.78% 5.0 $1,280 3.57% 2.4
26 Weeks Ended:
Medium-term notes $ 29 1.78% 5.0 $2,810 4.64% 3.0
Discrete debt $ - -% - $ 250 7.40% 40.0
GROSS OUTSTANDING
7/3/04 6/28/03
--------------------- ---------------------
Avg. Avg.
Avg. Remain. Avg. Remain.
Balance Coupon Term Balance Coupon Term
--------------------- ---------------------
Medium-term notes $1,144 5.28% 2.7 $4,246 2.65% 2.6
Discrete debt $1,846 6.80% 11.4 $7,850 6.82% 14.9
MATURITIES
Medium-term Discrete
Year notes debt Total
--------------------------------------------------------
2004 $ 173 $ - $ 173
2005 185 112 297
2006 265 190 455
2007 67 269 336
2008 317 - 317
Thereafter 137 1,275 1,412
--------------------------------------------------------
Total $1,144 $1,846 $ 2,990
========================================================
Maturity schedule assumes debt that is callable within
one year of this Quarterly report will be retired.
--------------------------------------------------------
5
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholder of
Sears Roebuck Acceptance Corp.:
We have reviewed the accompanying condensed statements of
financial position of Sears Roebuck Acceptance Corp. (a
wholly-owned subsidiary of Sears, Roebuck and Co.) as of
July 3, 2004 and June 28, 2003, and the related condensed
statements of income and comprehensive income for the
13 week and 26 week periods then ended and condensed cash flows
for the 26 week period then ended. These condensed interim financial
statements are the responsibility of the Sears Roebuck
Acceptance Corp.'s management.
We conducted our reviews in accordance with standards
of the Public Company Accounting Oversight Board(United States).
A review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons
responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in
accordance with standards of the Public Company Accounting
Oversight Board (United States), the objective of which is the
expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications
that should be made to such condensed financial statements for
them to be in conformity with accounting principles generally
accepted in the United States of America.
We have previously audited, in accordance with standards of
the Public Company Accounting Oversight Board(United States),
the statement of financial position of Sears Roebuck Acceptance
Corp. as of January 3, 2004, and the related statements of income
and comprehensive income, shareholder's equity and cash flows for
the year then ended (not presented herein); and in our report dated
March 9, 2004, we expressed an unqualified opinion on those financial
statements.
In our opinion, the information set forth in the accompanying
condensed statement of financial position as of January 3, 2004 is
fairly stated, in all material respects, in relation to the
statement of financial position from which it has been derived.
/s/Deloitte & Touche LLP
------------------------
Deloitte & Touche LLP
Philadelphia, Pennsylvania
August 9, 2004
6
SEARS ROEBUCK ACCEPTANCE CORP.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
Overview
Sears Roebuck Acceptance Corp.'s ("SRAC") investment in the Notes of
Sears, Roebuck and Co.("Sears")decreased in the second quarter and
first half of 2004 as Sears continued to utilize the cash proceeds
from the sale of its Credit and Financial Products business to pay down its
debt. SRAC retired a portion of its debt with the funds received
from Sears as payment on the Notes, resulting in reduced levels of
both assets and debt during the quarter. Lower average asset and
debt levels coupled with a reduction in average interest rates
drove both earnings and interest expense down in the second quarter
and first half of 2004. SRAC expects the Sears Note and debt
levels to decline further as proceeds are passed to SRAC for
debt retirement, resulting in reduced earnings and expenses.
SRAC syndicated a new $2.0 billion unsecured, three-year facility
in the second quarter of 2004.
Results of Operations
SRAC revenues decreased $185 million and $362 million in the
second quarter and first half of 2004, respectively, versus
the comparable 2003 periods. SRAC's revenues are derived primarily
from the earnings on its investment in the notes of Sears and
invested cash. The decreases in revenue resulted primarily from
$10.6 billion and $10.0 billion decreases in average earning
asset levels and 191 and 194 basis point reductions in average
rates on these assets in the second quarter and first half of 2004,
respectively, versus the 2003 periods.
SRAC's interest and related expenses, including loss on early
retirement of debt, decreased 73% to $56 million from $204 million
and 71% to $120 million from $410 million for the second quarter
and first half of 2004, respectively, as compared to the comparable
2003 periods. Interest and related expenses decreased during the
second quarter and first half of 2004 primarily as a result
of significantly lower debt levels accompanied by lower average
interest rates. SRAC's average total debt levels decreased 74% to
$3.9 billion and 70% to $4.4 billion in the second quarter and
first six months of 2004, respectively, compared with $14.8 billion
and $14.6 billion for the same periods in 2003. Debt levels in 2004
declined from the comparable 2003 periods as a result of the
November 2003 cash tender offer in which SRAC retired $6.2 billion
of its outstanding term debt, coupled with a reduction in its
short term borrowing program and term debt retirement of approximately
$0.6 billion and $1.6 billion during the 13- and 26- week periods ended
July 3, 2004. SRAC expects to retire an additional $173 million of term
debt by year-end 2004. SRAC's cost of funds on all debt averaged 5.24%
in the second quarter and 5.10% in the first six months of 2004
compared to 5.36% and 5.43% for the same periods in 2003.
The ratings on SRAC's debt as of July 3, 2004, appear in the table below:
Moody's Standard &
Investors Fitch Poor's Ratings
Service Ratings Services
--------------------------------------------------------------------
Unsecured term debt Baa1 BBB BBB
Unsecured commercial paper P-2 F2 A-2
During the second quarter, Fitch Ratings lowered its rating of SRAC's
unsecured term debt from BBB+, with a negative outlook, to BBB, with a
stable outlook. SRAC's short-term rating of F2 was affirmed. In July 2004,
Standard & Poor's revised the outlook for SRAC's debt ratings from stable
to negative.
7
During the second quarter of 2004, SRAC syndicated a new $2.0 billion
unsecured, three-year credit facility. This facility provides support for
SRAC's direct-issue commercial paper program and is available for other
general purposes. Sears has guaranteed any borrowings under this facility.
No borrowings were outstanding under this committed credit facility at
the end of the second quarter of 2004. The facility and related Sears
guarantee contain certain financial covenants for both SRAC and
Sears' domestic segment. As of July 3, 2004, SRAC and Sears were
in compliance with these covenants.
SRAC's net income of $10 million and $21 million for the second quarter and
first half of 2004, respectively, decreased from the comparable 2003 period
amounts of $34 million and $68 million.
SRAC's ratio of earnings to fixed charges for both the second quarter
and first half of 2004 was 1.27, compared to 1.25 for the comparable 2003
periods.
ITEM 4. CONTROLS AND PROCEDURES.
The Company's management, including Keith E. Trost, President (principal
executive officer), and George F. Slook, Vice President, Finance
(principal financial officer), have evaluated the effectiveness of the
Company's "disclosure controls and procedures," as such term is defined in
Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended,(the "Exchange Act"). Based upon their evaluation, the principal
executive officer and principal financial officer concluded that, as of
the end of the period covered by this report, the Company's disclosure controls
and procedures were effective for the purpose of ensuring that the information
required to be disclosed in the reports that the Company files or submits under
the Exchange Act with the Securities and Exchange Commission (the "SEC") (1)
is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and (2)is accumulated and
communicated to the Company's management, including its principal executive
and principal financial officers, as appropriate to allow timely decisions
regarding required disclosure. In addition, based on that evaluation, no
change in the Company's internal control over financial reporting occurred
during the quarter ended July 3, 2004 that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits listed in the "Exhibit Index" are filed as part
of this report.
(b) Reports on Form 8-K:
Registrant filed a Current Report on Form 8-K dated
May 17, 2004 [Items 5 and 7].
8
SEARS ROEBUCK ACCEPTANCE CORP.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
SEARS ROEBUCK ACCEPTANCE CORP.
(Registrant)
By: /s/ George F. Slook
--------------------
George F. Slook
Vice President, Finance
and Assistant Secretary
(authorized officer of
Registrant)
August 10, 2004
9
EXHIBIT INDEX
3(a) Certificate of Incorporation of the Registrant, as in
effect at November 13, 1987 [Incorporated by reference to
Exhibit 28(c) to Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1987*].
3(b) By-laws of the Registrant, as in effect at October 20, 1999
[Incorporated by reference to Exhibit 3(b) to
Registrant's Quarterly Report on Form 10-Q for the
Quarter ended October 2, 1999*].
4 The Registrant hereby agrees to furnish the Commission,
upon request, with each instrument defining the rights
of holders of long-term debt of the Registrant with
respect to which the total amount of securities
authorized does not exceed 10% of the total assets of
the Registrant.
10(a) Three-Year Credit Agreement dated as of May 17, 2004
among Sears Roebuck Acceptance Corp., the banks,
financial institutions and other institutional lenders
(the "Lenders") listed on the signature pages thereof,
Barclays Bank PLC, as syndication agent, Bank of America,
N.A., Bank One, NA and Wachovia Bank National Association,
as documentation agents, Citigroup Global Markets Inc.
and Barclays Capital, the Investment Banking Division
of Barclays Bank PLC, as joint lead arrangers and joint
bookrunners, and Citibank, N.A., as administrative agent
for the Lenders [Incorporated by reference to
Exhibit 10(a) to Registrant's Current Report on Form 8-K
dated May 17, 2004*].
10(b) Guarantee, dated as of May 17, 2004, by Sears, Roebuck
and Co. in favor of the Benefitted Parties [Incorporated
by reference to Exhibit 10(b) to Registrant's Current
Report on Form 8-K dated May 17, 2004*]
12 Calculation of ratio of earnings to fixed charges.**
15 Acknowledgement of awareness from Deloitte & Touche LLP,
dated August 9, 2004, concerning unaudited financial
information.**
31(a) Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002**
31(b) Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002**
32 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted by
Section 906 of the Sarbanes-Oxley Act of 2002**
------------------------
* SEC File No. 1-4040.
** Filed herewith
10