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Press Release

Sears Canada releases first quarter results
    TORONTO, April 16 /CNW/ - Sears Canada (TSX: SCC) today announced its
unaudited first quarter results. Net earnings for the 13 week period ended
March 29, 2003 were $11.4 million compared to a net loss of $115.9 million for
the same period last year. Earnings per share were 11 cents compared to a loss
of $1.09 per share in the quarter last year.
    Earnings in the quarter this year include an after-tax gain of
$4.3 million related to the sale of receivables through the Company's
securitization program. Last year's results include an after-tax expense of
$124.3 million, primarily related to the conversion of the remaining Eaton's
stores to the Sears banner. Excluding these non-comparable items, operating
earnings in the quarter were $7.1 million or 7 cents per share compared to
$8.4 million or 8 cents per share last year.
    Total revenues for the quarter were $1.282 billion compared to
$1.405 billion in the quarter last year, an 8.7% decrease. Merchandise sales
decreased 12.7%. Same store sales decreased 14.1%.
    Commenting on the quarter, Mark A. Cohen, Chairman and Chief Executive
Officer stated, "Several factors contributed to our negative sales. We
continue to be affected by planned reductions in unprofitable sales
promotions. This impact lessens in the second half of this year. Sales have
also been negatively impacted by our substantially lower inventory of trailing
season clearance. Add to this unusual weather throughout much of Canada and
continued consumer caution." Mr. Cohen continued, "We are extremely pleased
with sales of 'Sears More Value' merchandise. In addition, the launch of the
second component of our value strategy, 'Sears Essentials', has been very well
received. As a result, sales of regular priced merchandise increased 16% in
the quarter. Gross margins improved as well - an increase of 290 basis points
over last year. Inventories at the end of the quarter were $75 million below
last year, while expenses were $8 million below last year."
    Commenting on the Company's outlook for the balance of the year, Cohen
stated, "Sales will improve as we cycle past the Eatons conversions that took
place in mid August 2002. The launch of the third component of our value
strategy - 'Sears on Sale' - at mid-year will enable us to improve our sales
trend from current levels. Our inventory and overall expense spending will
remain conservative while advertising spending will increase in the second
half." Cohen went on to say, "We are reaffirming our earlier guidance of  
$1.50 per share operating earnings for the year, an improvement of 15% over
last year."

    This release includes discussion of forward-looking information and
potential future circumstances and developments. The discussion of such
matters is qualified by the inherent risks and uncertainties surrounding
future expectations generally, and may materially differ from the Company's
actual experience.

    Sears Canada is a multi-channel retailer with a network of 122 department
stores, 43 furniture and appliances stores, over 2,200 catalogue merchandise
pick-up locations, 143 dealer stores, 15 outlet stores, 51 floor covering
centres, 52 auto centres, 110 Sears Travel offices and a nationwide
maintenance, repair, and installation network. The Company also publishes
Canada's most extensive general merchandise catalogue and offers shopping
online at www.sears.ca.

    <<

    Sears Canada Inc.
    Reconciliation of Operating earnings to Published earnings
    (in millions, except per share amounts)
    (note: some figures may not add due to rounding)

    13 Week periods ended March 29, 2003 and March 30, 2002
                                                                  Earnings
                                Before Tax       After tax        per share
                              2003     2002    2003     2002    2003    2002
    -------------------------------------------------------------------------
    Earnings (loss) before
     non-comparable items    $14.0    $15.5    $7.1     $8.4   $0.07   $0.08
    -------------------------------------------------------------------------
      Securitization gain
       (loss)                  6.5     (9.8)    4.3     (5.9)   0.04   (0.06)
      Conversion of Eatons
       stores                  -     (180.0)          (120.6)    -     (1.13)
      Sale of airplane         -        3.6              2.2     -      0.02
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Net earnings (loss)      $20.5  $(170.6)  $11.4  $(115.9)  $0.11  $(1.09)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



                              SEARS CANADA INC.
                Consolidated Statements of Financial Position

                                   As at          As at            As at
    (in millions)              March 29,2003  March 30,2002  December 28,2002
    -------------------------------------------------------------------------
                                (unaudited)    (unaudited)       (audited)
    ASSETS
    Current Assets
    Cash and short-term
     investments                $     51.6     $    182.0      $    142.8
    Accounts receivable
     (Notes 3 and 4)               1,083.1          793.0         1,384.2
    Income taxes recoverable           7.1            7.9             4.1
    Inventories                      819.9          895.2           754.0
    Prepaid expenses and
     other assets                    111.2          126.4           109.4
    Current portion of future
     income tax assets               180.6          110.3           183.1
    -------------------------------------------------------------------------
                                   2,253.5        2,114.8         2,577.6

    Investments and other
     assets (Note 5)                  70.7           73.8            59.7
    Capital assets                 1,001.0        1,001.7         1,036.9
    Deferred charges                 303.9          322.6           309.3
    Future income tax assets          76.7          172.8            77.8
    -------------------------------------------------------------------------
                                $  3,705.8     $  3,685.7      $  4,061.3
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    LIABILITIES
    Current liabilities
    Accounts payable            $    576.8     $    629.4      $    799.0
    Accrued liabilities              432.8          433.0           517.3
    Income and other taxes
     payable                          40.0           70.6            99.1
    Principal payments on
     long-term obligations due
     within one year (Note 6)          6.3           10.1             6.2
    Current portion of
     deferred credit                   -             13.7            30.0
    -------------------------------------------------------------------------
                                   1,055.9        1,156.8         1,451.6

    Long-term obligations
     (Note 6)                        770.5          801.7           770.2
    Deferred credit                    -             61.7            24.2
    Accrued benefit liability        173.1          167.9           168.4
    -------------------------------------------------------------------------
                                   1,999.5        2,188.1         2,414.4
    -------------------------------------------------------------------------

    SHAREHOLDERS' EQUITY
    Capital stock                    458.3          457.7           458.1
    Retained earnings              1,248.0        1,039.9         1,188.8
    -------------------------------------------------------------------------
                                   1,706.3        1,497.6         1,646.9
    -------------------------------------------------------------------------
                                $  3,705.8     $  3,685.7      $  4,061.3
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    SEARS CANADA INC.
    CONSOLIDATED STATEMENTS OF EARNINGS

                                                      13 Week        13 Week
    Unaudited                                    Period Ended   Period Ended
    (in millions, except per share amounts)     March 29,2003  March 30,2002
    -------------------------------------------------------------------------

    Total Revenues                                 $  1,281.9     $  1,404.7
    -------------------------------------------------------------------------
    Cost of merchandise sold, operating,
     administrative and selling expenses              1,207.9        1,342.4
    Depreciation and amortization                        38.7           40.0
    Interest                                             14.8           16.5
    Unusual items (Note 7)                                -            176.4
    -------------------------------------------------------------------------
    Earnings (loss) before income taxes                  20.5         (170.6)
    -------------------------------------------------------------------------
    Income taxes
      Current                                             5.5           13.7
      Future                                              3.6          (68.4)
    -------------------------------------------------------------------------
                                                          9.1          (54.7)
    -------------------------------------------------------------------------
    Net earnings (loss)                            $     11.4     $   (115.9)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Earnings (loss)  per share (Note 8)            $     0.11     $    (1.09)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Diluted earnings (loss) per share (Note 8)     $     0.11     $    (1.09)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

                                                      13 Week        13 Week
    Unaudited                                    Period Ended   Period Ended
    (in millions)                               March 29,2003  March 30,2002
    -------------------------------------------------------------------------

    Opening balance                                $  1,188.8     $  1,162.2
    Adoption of new accounting policy for
     Business Combinations (Note 2)                      54.2            -
    Net earnings (loss)                                  11.4         (115.9)
    Dividends declared and paid                          (6.4)          (6.4)
    -------------------------------------------------------------------------

    Closing balance                                $  1,248.0     $  1,039.9
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                      13 Week        13 Week
    Unaudited                                    Period Ended   Period Ended
    (in millions)                               March 29,2003  March 30,2002
    -------------------------------------------------------------------------

    CASH FLOWS GENERATED FROM (USED FOR)
     OPERATIONS
      Net earnings (loss)                          $     11.4     $   (115.9)
      Non-cash items included in net earnings,
       principally depreciation, amortization
       and future income taxes                           47.8          127.3
    -------------------------------------------------------------------------
                                                         59.2           11.4
      Changes in non-cash working capital
       balances related to operations                  (467.2)        (287.2)
    -------------------------------------------------------------------------
                                                       (408.0)        (275.8)
    -------------------------------------------------------------------------

    CASH FLOWS GENERATED FROM (USED FOR)
     INVESTMENT ACTIVITIES
      Purchases of capital assets                        (9.7)          (3.6)
      Proceeds from sale of capital assets                6.3            4.2
      Charge account receivables                        338.4          127.8
      Deferred charges                                   (0.3)          (0.2)
      Investments and other assets                      (11.1)           7.7
    -------------------------------------------------------------------------
                                                        323.6          135.9
    -------------------------------------------------------------------------

    CASH FLOWS GENERATED FROM (USED FOR)
     FINANCING ACTIVITIES
      Repayment of long-term obligations                 (0.4)          (1.0)
      Dividends paid                                     (6.4)          (6.4)
    -------------------------------------------------------------------------
                                                         (6.8)          (7.4)
    -------------------------------------------------------------------------

    DECREASE IN CASH AND SHORT-TERM INVESTMENTS         (91.2)        (147.3)
    CASH AND SHORT-TERM INVESTMENTS AT BEGINNING
     OF PERIOD                                          142.8          329.3
    -------------------------------------------------------------------------
    CASH AND SHORT-TERM INVESTMENTS AT END
     OF PERIOD                                     $     51.6     $    182.0
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    Sears Canada Inc.
    Notes to the Interim Consolidated Financial Statements
    March 29, 2003
    Unaudited

    1.  Disclosure

        These interim consolidated financial statements (the "financial
        statements") do not contain all disclosures required by Canadian
        generally accepted accounting principles for annual financial
        statements, and accordingly, the financial statements should be read
        in conjunction with the most recently prepared annual financial
        statements for the 52 week period ended December 28, 2002. Figures
        for the 13 week periods ended March 29, 2003 and March 30, 2002 and
        the balances at those dates are unaudited.

        The Company's business follows a seasonal pattern, with merchandise
        sales traditionally being higher in the fourth quarter than in other
        quarterly periods due to consumer holiday buying patterns. As a
        result, a disproportionate portion of total revenues is typically
        earned in the fourth quarter. The business seasonality results in
        performance for the 13 week period ended March 29, 2003 which is not
        necessarily indicative of performance for the balance of the year.


    2.  Accounting Policies

        These financial statements follow the same accounting policies and
        methods of their application as the most recent annual financial
        statements for the 52 week period ended December 28, 2002, except as
        follows:

        a)  Stock-based compensation

            Effective December 29, 2002, the Company adopted, on a
            prospective basis, the new recommendations issued by The Canadian
            Institute of Chartered Accountants ("the CICA") relating to
            Stock-based Compensation And Other Stock-based Payments. In
            accordance with the new standard, awards of shares granted after
            adoption of the standard are measured on grant date using a fair
            value based method and expensed over the vesting period.

            No compensation expense is recognized when stock options are
            granted to employees. The Company discloses pro forma net
            earnings, pro forma basic earnings per share and pro forma
            diluted earnings per share as if the fair value method had been
            used (see Note 12). For tandem awards with a cash settlement
            feature, the Company recognizes a liability based on the value of
            the award at the end of the period. Any consideration paid on
            exercise of stock options or purchase of shares is credited to
            share capital.

        b)  Goodwill and Other Intangible Assets

            Effective December 29, 2002, the Company adopted, on a
            prospective basis, the new recommendations issued by the CICA
            relating to Goodwill And Other Intangible Assets. Under the new
            standard, the Company does not amortize goodwill, and recognized
            intangible assets are amortized over their useful life to the
            Company, unless the life is determined to be indefinite. When an
            intangible asset is determined to have an indefinite life, it is
            not amortized until its life is considered to be no longer
            indefinite. Goodwill and intangible assets are subject to annual
            impairment tests.

        c)  Business Combinations

            Effective December 29, 2002, the Company adopted, on a
            prospective basis, the new recommendations of the CICA for
            Business Combinations. In accordance with the transitional
            provisions of the standard, on December 29, 2002 the unamortized
            deferred credit of $54.2 million related to the excess of the
            fair value of acquired net assets over cost arising from the
            acquisition of Eaton's was credited to retained earnings.


    3.  Accounts Receivable

        Details of accounts receivable are as follows:

                                             As at       As at         As at
                                          March 29,   March 30,  December 28,
        (in millions)                         2003        2002          2002
        ---------------------------------------------------------------------

        Charge accounts receivable -
         current                         $ 1,756.2   $ 1,646.8     $ 1,882.4

        Charge accounts receivable -
         deferred                            700.4       654.9         870.6
        ---------------------------------------------------------------------

        Managed accounts                   2,456.6     2,301.7       2,753.0
        Less : co-ownership interest
         held by third parties            (1,463.9)   (1,589.1)     (1,423.5)
        ---------------------------------------------------------------------

        Co-ownership retained by
         the Company                         992.7       712.6        1329.5
        Interest-only strip receivable
         (Note 4)                             25.9        23.3          20.6
        Miscellaneous receivables             64.5        57.1          34.1
        ---------------------------------------------------------------------

        Total                            $ 1,083.1   $   793.0     $ 1,384.2
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        The total credit losses year to date on managed accounts, net of
        recoveries, were $ 22.8 million (2002 - $ 18.7 million).
        70.7% (2002 - 71.7%) of the current charge accounts receivable have
        a payment status that is current.


    4.  Transfers of Receivables

        Securitization is an important financial vehicle which provides the
        Company with access to funds at a low cost. The Company sells
        undivided co-ownership interests in its portfolio of current and
        deferred charge account receivables to three separate trusts and
        retains the right to receive the income generated by the undivided
        co-ownership interests sold to the trusts in excess of the trusts'
        stipulated share of service charge revenues. The Company does not
        control the trusts and therefore, these financial statements do not
        include the assets, liabilities, and results of operations of the
        trusts. The trusts have financed the purchase of the co-ownership
        interests primarily through the issuance of debt to independent third
        party investors totalling $ 1,463.9 million (2002 -
        $ 1,589.1 million).

        The undivided co-ownership interest is sold on a fully serviced basis
        and the Company receives no fee for ongoing servicing
        responsibilities. The Company receives proceeds equal to fair value
        for the assets sold and retained rights to future cash flows arising
        after the investors in the securitization trusts have received the
        return for which they contracted. The co-owners have no recourse to
        the Company's retained interest in the receivables sold other than in
        respect of amounts in the cash reserve account (Note 5) and the
        interest-only strip receivable. The co-owners have no recourse to the
        Company's other assets.

        Effective July 1, 2001, the Company adopted, on a prospective basis,
        the new accounting guideline, Accounting Guideline - 12 Transfers of
        Receivables, issued by the CICA. For balances transferred prior to
        July 1, 2001, and subsequent transfers committed to before that date,
        the Company will continue to follow the previous accounting guidance,
        and will not recognize any gains or losses at the date of transfer.
        Under the new policy, the Company recognizes gains or losses on
        transfers of receivables that qualify as sales and recognizes certain
        financial components that are created as a result of such sales,
        which consist primarily of the retained interest in the form of a
        cash reserve account and the retained rights to future excess yield
        from the transferred receivables (interest-only strip). A gain or
        loss on sale of the receivables depends in part on the previous
        carrying amount of the receivables involved in the transfer,
        allocated between the assets sold and the retained interests based on
        their relative fair value at the date of transfer. Retained interests
        are initially recorded at fair value, which is estimated based upon
        the present value of the expected future cash flows. Any subsequent
        decline in the value of the retained interest, other than a temporary
        decline, will be recorded as a reduction to income.

        During the quarter ended March 29, 2003, the Company recognized a
        pre-tax gain of $6.5 million (2002 - reduction in revenue of
        $9.8 million) related to the timing of recognition of income on the
        sale of charge account receivables. As at March 29, 2003 the
        interest-only strip was recorded at $25.9 million (2002 - $23.3
        million). The following table shows the key economic assumptions used
        in measuring the interest-only strip. The table also displays the
        sensitivity of the current fair value of residual cash flows to
        immediate 10% and 20% adverse changes in yield, payment rate, net
        charge-off rate and discount rate assumptions:


        Effects of Adverse Changes
        (in millions)
                                           Assumptions      10%        20%
        ---------------------------------------------------------------------
        Yield (annual rate)                   24.03%        4.0        8.0
        Principal payment rate (monthly)      25.00%        2.3        4.2
        Net charge-off rate (annual rate)      4.48%        0.8        1.4
        Discount rate (annual rate)           12.00%        -          -
        ---------------------------------------------------------------------

        The table below summarizes certain cash flows related to the transfer
        of receivables during the quarter:

                                                      13 Week        13 Week
                                                 Period Ended   Period Ended
        (in millions)                           March 29,2003  March 30,2002
        ---------------------------------------------------------------------
        Proceeds from new transfers                $     89.8    $       -
        Proceeds from collections                       238.4          205.1
        Other cash flows relating to retained
         interests                                        3.6           (6.8)
        ---------------------------------------------------------------------


    5.  Investments and Other Assets

                                             As at       As at         As at
                                          March 29,   March 30,  December 28,
        (in millions)                         2003        2002          2002
        ---------------------------------------------------------------------
        Unsecured debentures            $     41.8  $     34.6    $     34.6
        Subordinated loans                     5.1        11.2           4.9
        Retained interest in
         transferred receivables
            - cash reserve account            23.8        28.0          20.2
        ---------------------------------------------------------------------
        Total                           $     70.7  $     73.8    $     59.7
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------


    6.  Long-term Obligations

        The Company's total cash payments for interest paid in the 13 week
        period ended March 29, 2003 were $13.6 million (2002 -
        $13.6 million).


    7.  Unusual Items

        The Company recorded a pre-tax expense of $176.4 million during the
        quarter ended March 30, 2002, comprising:

        (in millions)                                  13 Week
                                                  Period Ended
                                                 March 30,2002
        --------------------------------------------------------
        Eatons conversion                           $   (180.0)
        Sale of airplane                                   3.6
        --------------------------------------------------------

        Total                                       $   (176.4)
        --------------------------------------------------------
        --------------------------------------------------------

        On February 18, 2002, after careful consideration of strategic
        alternatives, the Company announced that it had made a decision to
        convert its seven Eatons department stores to the Sears banner by the
        end of July 2002. For the quarter ended March 30, 2002, the Company
        recorded a one time, pre-tax charge of $180.0 million, consisting of
        $30 million in cash for severance payments, third party commitments,
        and closing costs, and a $150 million non-cash write down of fixtures
        and leasehold improvements.

        During the quarter ended March 30, 2002, the Company realized a
        pre-tax gain of $3.6 million on the sale of a corporate airplane.


    8.  Earnings per Share

        A reconciliation of the number of shares used in the earnings
        per share calculation is as follows:

                                                      13 Week        13 Week
                                                 Period Ended   Period Ended
                                                March 29,2003  March 30,2002
                                               ------------------------------
                                                    Number         Number
                                                  of shares      of shares
                                               ------------------------------
        Average number of shares per basic
         earnings per share calculations          106,774,688    106,736,214

        Effect of dilutive options outstanding        281,665            -

        ---------------------------------------------------------------------

        Average number of shares per diluted
         earnings per share calculation           107,056,353    106,736,214
        ---------------------------------------------------------------------


    9.  Segmented Information

        Segmented Statement of Earnings

                                          13 Week         13 Week
                                     Period ended    Period ended   Increase/
        (in millions)              March 29, 2003  March 30, 2002  (decrease)
        ---------------------------------------------------------------------

        Total revenues
          Credit
            Operating                  $    109.1      $    106.7       2.3%
            Securitization gain/(loss)        6.5            (9.8)       n/a
            Securitization costs            (20.2)          (21.2)     (4.7%)
                                       --------------------------------------
                                             95.4            75.7      26.0%
          Merchandising                   1,172.2         1,314.9     (10.9%)
          Real Estate Joint Ventures         14.3            14.1       1.4%
        ---------------------------------------------------------------------
          Total revenues               $  1,281.9      $  1,404.7      (8.7%)
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

        Earnings before interest,
         unusual items, and taxes
          Credit
            Operating                  $     53.3      $     47.9
            Securitization gain/(loss)        6.5            (9.8)
            Securitization costs            (20.2)          (21.2)
                                       --------------------------------------
                                             39.6            16.9
          Merchandising                     (11.9)           (2.0)
          Real Estate Joint Ventures          7.6             7.4
        ---------------------------------------------------------------------
        Earnings before interest,
         unusual items, and taxes            35.3            22.3
        ---------------------------------------------------------------------
          Interest expense                   14.8            16.5
          Unusual items - loss                -             176.4
          Income tax expense (recovery)       9.1           (54.7)
        ---------------------------------------------------------------------
        Net earnings (loss)            $     11.4      $   (115.9)
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------


        Segmented Statement of Capital Employed(*)

                                             As at       As at         As at
                                          March 29,   March 30,  December 28,
        (in millions)                         2003        2002          2002
        ---------------------------------------------------------------------

          Merchandising                 $  1,293.2  $  1,415.4    $    949.5
          Credit                           1,020.5       740.9       1,320.4
          Real Estate Joint Ventures         169.4       153.1         153.4
        ---------------------------------------------------------------------

          Total                         $  2,483.1  $  2,309.4    $  2,423.3
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

        (*) Capital Employed represents total of long-term obligations,
            including principal payments on long-term obligations due within
            one year, and Shareholders' Equity.


        Segmented Statement of Total Assets

                                             As at       As at         As at
                                          March 29,   March 30,  December 28,
        (in millions)                         2003        2002          2002
        ---------------------------------------------------------------------

          Merchandising                 $  2,476.3  $  2,719.1    $  2,533.7
          Credit                           1,049.0       787.2       1,348.2
          Real Estate Joint Ventures         180.5       179.4         179.4
        ---------------------------------------------------------------------
          Total                         $  3,705.8  $  3,685.7    $  4,061.3
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------


    10. Income Taxes

        The Company's total cash payments for income taxes paid in the
        13 week period ended March 29, 2003 were $8.6 million (2002 -
        $39.9 million).


    11. Capital Stock

        Outstanding Share Data as at March 29, 2003
        106,786,653 common shares issued and outstanding.

        On February 28, 2003, the Company announced its intention to purchase
        for cancellation up to 5% of its issued and outstanding common
        shares, representing up to 5,338,577 of the issued and outstanding
        common shares. The purchases were eligible to commence on March 4,
        2003 and must terminate by March 3, 2004 pursuant to the Notice of
        Intention filed with The Toronto Stock Exchange. The price which the
        Company will pay for any such shares will be the market price at the
        time of acquisition. No shares had been purchased at March 29, 2003.


    12. Stock-based compensation plans

        The Company has three stock-based compensation plans, the Employees
        Stock Plan, the Stock Option Plan for Directors and the Directors'
        Share Purchase Plan, described in Note 10 of the Consolidated
        Financial Statements in the 2002 Annual Report. The Employees Stock
        Plan provides for the granting of options and Special Incentive
        shares and options. In 1998, the Employees Stock Plan was amended to
        permit the issuance of tandem awards. Tandem awards provide employees
        with stock appreciation rights ("SARs") which allow employees to
        choose to exercise SARs instead of the corresponding options. In such
        cases, the employees receive cash payments equal to the amount by
        which the market price of the shares on the date of exercise of the
        SARs exceeds the exercise price of the corresponding options. No
        compensation expense was recorded in the first quarter related to
        SARs.

        Under the Plans, the exercise price of options is determined using
        the weighted average price at which the Company's shares traded on
        the Toronto Stock Exchange on the five trading days preceding the
        grant date. Awards generally vest over three years, and are
        exercisable within 10 years from grant date. Certain Special
        Incentive shares and options have specified performance criteria.

        During the quarter ended March 29, 2003, 120,000 Special Incentive
        shares were awarded at $18.23 per share under the Employees Stock
        Plan. Awards of shares under the Plan are measured at fair value on
        grant date and expensed over the vesting period. A compensation cost
        of $0.2 million has been recognized as an expense and credited to
        share capital for the quarter ended March 29, 2003. In addition,
        15,003 Special Incentive shares were issued and 12,500 Special
        Incentive shares were terminated during the quarter. These Special
        Incentive shares were awarded prior to December 29, 2002. A total of
        325,831 shares are granted but unearned under the Plan.

        During the quarter ended March 29, 2003, 491,630 stock options were
        granted under the Employees Stock Plan. The weighted average
        grant-date fair value of options granted in the quarter has been
        estimated at $6.96 using the Black-Scholes model for pricing options.
        The following assumptions were used for the valuation of options:

        Risk-free interest rate                                 4.6%
        Expected life (years)                                   8.2
        Expected volatility                                    29.7%
        Expected dividend yield                                1.28%

        Had the Company applied the fair value method to stock options
        granted in the quarter, net earnings and earnings per share would be
        adjusted to the following pro forma amounts:

                                                        Period ended
        (in millions, except per share amounts)       March 29, 2003
        Net income for the period, as reported            $     11.4
        Pro forma net income for the period                     11.2

        Basic earnings per share, as reported                   0.11
        Pro forma basic earnings per share                      0.11

        Diluted Earnings per share, as reported                 0.11
        Pro forma diluted earnings per share                    0.11


        Employees' Stock Plan                           As at March 29, 2003
                                                                    Weighted
                                                                     average
        Fixed options                                               exercise
                                                        Options        price
                                                        -------        -----

        Outstanding at beginning of period            2,097,740  $     22.14
        Granted                                         491,630        18.23
        Exercised                                         2,420         9.16
                                                    -------------
        Outstanding at end of period                  2,586,950        21.41
                                                    -------------
        Options exercisable at end of period          1,591,710        22.98
                                                    -------------

        Special incentive options

        Outstanding at beginning of period              995,000        27.72
        Forfeited (Terminated)                          170,000        22.75
                                                    -------------
        Outstanding at end of period                    825,000        28.75
                                                    -------------
        Options exercisable at end of period                  -            -
                                                    -------------


        Directors' Stock Option Plan                    As at March 29, 2003
                                                                    Weighted
                                                                     average
        Fixed options                                               exercise
                                                        Options        price
                                                        -------        -----

        Outstanding at beginning and end of period       29,250  $     24.96
                                                    -------------
        Options exercisable at end of period             13,250        28.69
                                                    -------------


        Stock options outstanding at the end of the period:
        Employees Stock Plan

        Fixed options

                      Options outstanding              Options exercisable
                      -------------------              -------------------

                                Weighted   Weighted                Weighted
                                 average    average                 average
        Exercise       Number  remaining   exercise       Number   exercise
           price  outstanding       life      price  exercisable      price
        --------  -----------  ---------   --------  -----------   --------

        $   5.58      102,249        2.9   $   5.58      102,249   $   5.58
           10.65      122,274        3.8      10.65      122,274      10.65
           18.23      491,630        9.8      18.23            -          -
           18.37      483,840        8.8      18.37      161,280      18.37
           19.63      235,398        4.8      19.63      235,398      19.63
           21.19      275,779        5.8      21.19      275,779      21.19
           21.51        3,000        8.0      21.51        2,000      21.51
           21.72      539,040        7.8      21.72      358,990      21.72
           24.73        9,000        5.0      24.73        9,000      24.73
           40.68      324,740        6.8      40.68      324,740      40.68
                  ------------                       ------------
         Total      2,586,950        7.4   $  21.41    1,591,710   $  22.98
                  ------------                       ------------


        Special incentive options

                      Options outstanding              Options exercisable
                      -------------------              -------------------

                                Weighted   Weighted                Weighted
                                 average    average                 average
        Exercise       Number  remaining   exercise       Number   exercise
           price  outstanding       life      price  exercisable      price
        --------  -----------  ---------   --------  -----------   --------

       $   28.75      825,000        5.3  $   28.75            -          -


        Directors' Stock Option Plan

        Fixed options

                      Options outstanding              Options exercisable
                      -------------------              -------------------

                                Weighted   Weighted                Weighted
                                 average    average                 average
        Exercise       Number  remaining   exercise       Number   exercise
           price  outstanding       life      price  exercisable      price
        --------  -----------  ---------   --------  -----------   --------

       $   19.83        9,000        9.0  $   19.83            -   $      -
           21.32        8,250        8.3      21.32        2,750      21.32
           25.98        3,000        5.1      25.98        3,000      25.98
           29.96        4,500        6.1      29.96        4,500      29.96
           36.23        4,500        7.0      36.23        3,000      36.23
                  ------------                       ------------
      Total            29,250        7.7  $   24.96       13,250   $  28.69
                  ------------                       ------------


    13. Comparative Figures

        Certain comparative figures have been reclassified to conform with
        the current period's presentation.

    >>



For further information: Media Relations Contact: Vincent C. Power, 
Sears Canada Inc., (416) 941-4422, vpower@email.sears.ca; Investor 
Relations Contact: Tony Prisco, Sears Canada Inc., (416) 941-2115, 
tprisco@sears.ca