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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 APRIL 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 (2) 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 May 1, 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 Instruction
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 ENDED APRIL 3, 2004
PART I. FINANCIAL INFORMATION: PAGE NO.
Item 1. Financial Statements
Statements of Financial Position
April 3, 2004 (unaudited) and March 29, 2003 (unaudited)
and January 3, 2004 1
Statements of Income and Comprehensive Income (unaudited)
13 Weeks ended April 3, 2004
and March 29, 2003 2
Statements of Cash Flows (unaudited)
13 Weeks ended April 3, 2004
and March 29, 2003 3
Notes to Financial Statements (unaudited) 4,5
Independent Accountants' Report 6
Item 2.Management's Discussion and Analysis of Operations 7
Item 4. Disclosure Controls and Procedures 7
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings 8
Item 6. Exhibits and Reports on Form 8-K 8
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEARS ROEBUCK ACCEPTANCE CORP.
STATEMENTS OF FINANCIAL POSITION
(unaudited)
(millions, except share data) April 3, March 29, Jan. 3,
2004 2003 2004
------- -------- -------
Assets
Cash and cash equivalents $ 1,028 $ 3,413 $ 1,286
Notes of Sears 6,914 13,991 7,743
Other assets 23 172 28
------- -------- -------
Total assets $ 7,965 $ 17,576 $ 9,057
======== ======== ========
Liabilities
Commercial paper (net of
unamortized discount of
$1, $3 and $1) $ 725 $ 2,951 $ 774
Medium-term notes (net of
unamortized discount of
$3, $4 and $3) 1,716 3,233 2,701
Discrete underwritten debt(net
of unamortized discount of
$8, $57 and $8) 1,838 7,793 1,838
Accrued interest and
other liabilities 59 200 128
------- -------- -------
Total liabilities 4,338 14,177 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 2,442 2,217 2,431
------- ------- -------
Total shareholder's equity 3,627 3,399 3,616
------- -------- -------
Total liabilities and
shareholder's equity $ 7,965 $ 17,576 $ 9,057
======= ======= =======
See notes to financial statements.
1
SEARS ROEBUCK ACCEPTANCE CORP.
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(unaudited)
(millions, except ratios)
13 Weeks Ended
April 3, March 29,
2004 2003
------- --------
Revenues
Earnings on notes of Sears $ 78 $ 251
Earnings on cash equivalents 3 7
-------- --------
Total revenues 81 258
-------- --------
Expenses
Interest expense and amortization of
debt discount/premium 64 206
-------- --------
Total expenses 64 206
-------- --------
Income before income taxes 17 52
Income taxes 6 18
-------- --------
Net income $ 11 $ 34
======== ========
Total comprehensive income $ 11 $ 34
======== ========
Ratio of earnings to fixed charges 1.26 1.25
See notes to financial statements.
2
SEARS ROEBUCK ACCEPTANCE CORP.
STATEMENTS OF CASH FLOWS
(unaudited)
(millions) 13 Weeks Ended
April 3, March 29,
2004 2003
--------- --------
Cash flows from operating activities:
Net income $ 11 $ 34
Adjustments to reconcile net income
to net cash(used in)provided by
operating activities:
Depreciation, amortization and other
non-cash items 3 5
Decrease(increase)in other assets 2 (19)
(Decrease)increase in other liabilities (69) 40
------- ------
Net cash(used in)provided by
operating activities (53) 60
------- ------
Cash flows from investing activities:
Decrease in notes of Sears 829 1,361
------- ------
Net cash provided by
investing activities 829 1,361
------- ------
Cash flows from financing activities:
(Decrease) increase in commercial paper,
primarily 90 days or less (49) 82
Proceeds from issuance of long-term debt - 1,780
Payments for redemption of long-term debt (985) (1,415)
Issue costs paid to issue debt - (18)
------- ------
Net cash (used in) provided by
financing activities (1,034) 429
------- ------
Net(decrease)increase in cash and
cash equivalents (258) 1,850
Cash and cash equivalents at beginning
of period 1,286 1,563
------- ------
Cash and cash equivalents at end of period $ 1,028 $ 3,413
======= ======
See notes to financial statements.
3
SEARS ROEBUCK ACCEPTANCE CORP.
NOTES TO 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 $515 million
to a high of $1,629 million in the first quarter of 2004. Effective
November 3, 2003, SRAC amended its $3.5 billion unsecured,
364-day revolving credit facility by extending the termination
date to May 2004 for consenting lenders and modifying the option
to extend repayment of any borrowings to November 2004. Pursuant
to the amendment, the commitment amount was reduced to $2.5 billion
as of December 3, 2003. No borrowings were outstanding under this
committed credit facility at the end of the first quarter
of 2004. SRAC is in the process of syndicating a new $2.0 billion
unsecured, three-year credit facility. SRAC expects to have
the new facility in place no later than the expiration of the
current facility.
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, principal, and borrowings,
if any, under the credit facility, in the event SRAC defaults
on its 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 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
--------------------- ---------------------
First Quarter:
Medium-term notes $ - -% - $1,530 5.53% 3.5
Discrete debt $ - -% - $ 250 7.40% 40.0
GROSS OUTSTANDING
4/3/04 3/29/03
--------------------- ---------------------
Avg. Avg.
Avg. Remain. Avg. Remain.
Balance Coupon Term Balance Coupon Term
--------------------- ---------------------
Medium-term notes $1,719 4.97% 1.9 $3,237 2.65% 2.8
Discrete debt $1,846 6.80% 11.7 $7,850 6.82% 15.2
MATURITIES
Medium-term Discrete
Year notes debt Total
- ---------------------------------------------------
2004 $ 777 $ - $ 777
2005 185 112 297
2006 265 190 455
2007 67 269 336
2008 317 - 317
Thereafter 108 1,275 1,383
- ---------------------------------------------------
Total $1,719 $1,846 $ 3,565
===================================================
Maturity schedule assumes debt that is callable within
one year of this quarterly report will be retired.
5
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholder of
Sears Roebuck Acceptance Corp.:
We have reviewed the accompanying statements of financial position of
Sears Roebuck Acceptance Corp. (a wholly-owned subsidiary of Sears,
Roebuck and Co.) as of April 3, 2004 and March 29, 2003, and the related
statements of income and comprehensive income and cash flows for the 13
week periods then ended. These interim financial statements are the
responsibility of the Sears Roebuck Acceptance Corp.'s management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. 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 auditing standards generally accepted in the
United States of America, 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 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 auditing standards
generally accepted in the United States of America, 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 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
May 10, 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 first quarter
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 first quarter 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.
Results of Operations
During the first quarter of 2004, SRAC's revenues decreased to
$81 million from $258 million in the comparable 2003 period.
SRAC's revenues are derived primarily from the earnings on its
investment in the notes of Sears and invested cash. The decrease
in revenue resulted primarily from the $9 billion decrease in average
earning asset levels and a 197 basis point reduction in average rates
on these assets in the first quarter of 2004 versus the 2003 period.
SRAC's interest and related expenses decreased to $64 million for
the first quarter of 2004 from $206 million for the first quarter of
2003 as a result of lower average interest rates and debt levels.
SRAC's cost of short-term funds averaged 1.12% in the first quarter
of 2004, a 65 basis point decrease from 1.77% for the first three months
of last year. SRAC's cost of long-term funds averaged 5.74% in the
first quarter of 2004 an 83 basis point decrease from the 6.57% for
the first quarter of 2003. SRAC's short-term borrowings averaged
$.8 billion in the first quarter of 2004, down $2.3 billion from the
2003 first quarter average of $3.1 billion. Average outstanding
long-term debt of $4.0 billion in the first quarter of 2004 decreased
$7.3 billion compared to $11.3 billion in the first quarter of 2003.
SRAC's net income was $11 million for the first quarter of 2004 and
$34 million for the first quarter of 2003. SRAC's ratio of earnings
to fixed charges was 1.26 and 1.25, respectively for the first
quarter of 2004 and 2003.
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 Rules 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 April 3, 2004 that has
materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
7
SEARS ROEBUCK ACCEPTANCE CORP.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There have been no material developments in any material
legal proceedings since the Company's disclosure in its
Annual Report on Form 10-K for the fiscal year ended
January 3, 2004.
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:
There were no reports on Form 8-K filed by SRAC
during the quarter for which this report is filed.
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)
May 11, 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 the 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 the
Registrant's Quarterly Report on Form 10-Q for the
Quarter ended October 2, 1999*].
4(a) 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 Guarantee by Sears, Roebuck and Co., dated January 26, 2004
of the $3,500,000,000 364-day Credit Agreement dated as of
February 24, 2003 among Sears Roebuck Acceptance
Corp. ("SRAC"),the banks, financial institutions and other
institutional lenders listed on the signature pages thereof,
Bank One, NA, as syndication agent, Barclays Bank PLC and
Bank of America, N.A., as documentation agents, Salomon Smith
Barney Inc. and Banc One Capital Markets, Inc. as joint lead
arrangers and joint bookrunners, and Citigroup, as agent
for the Lenders (incorporated by reference to Exhibit 10 to
Sears, Roebuck and Co.'s Current Report on Form 10-Q dated
May 10, 2004).*
12 Calculation of ratio of earnings to fixed charges.**
15 Acknowledgement of awareness from Deloitte & Touche LLP,
dated May 10, 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