Sears Canada Inc. Common Shares, No Par Value No action will be required of you to receive Sears Canada common shares, which means that:

Transcription

1 Sears Canada Inc. Common Shares, No Par Value This Information Statement is being furnished to you as a stockholder of Sears Holdings Corporation ( Sears Holdings ) in connection with the planned distribution (the spin-off ) by Sears Holdings to its stockholders of a portion of the common shares, no par value (our common shares or Sears Canada common shares ), of Sears Canada Inc. ( Sears Canada ) held by Sears Holdings such that, after giving effect to the spin-off, Sears Holdings will own approximately 51% of the outstanding Sears Canada common shares. Sears Holdings expects that immediately prior to the time of the distribution, Sears Holdings will hold approximately 95.5% of the outstanding Sears Canada common shares. Sears Holdings will distribute Sears Canada common shares on a pro rata basis to holders of Sears Holdings common stock. Every share of Sears Holdings common stock outstanding as of the close of business on November 1, 2012, which will be the record date for the spin-off (the record date ), will entitle the holder thereof to receive Sears Canada common shares, except that holders of unvested shares of restricted stock of Sears Holdings will receive cash in lieu of shares. The spin-off will be made in book-entry form. Fractional shares will not be distributed; instead, the distribution agent will aggregate fractional common shares into whole shares, sell such whole shares in the open market at prevailing rates and distribute the net cash from proceeds from the sales pro rata to each holder who would otherwise have been entitled to receive fractional shares in the distribution. When you receive common shares in the spin-off you will generally be considered to have received a taxable distribution for U.S. federal income tax purposes in an amount equal to the fair market value on the Spin-Off Date of (i) the common shares you receive plus (ii) the fractional common share sold by the distribution agent on your behalf. See Item 10.E Taxation Material United States Federal Income Tax Consequences of the Registration Statement on Form 20-F that we filed with the Securities and Exchange Commission with respect to our common shares (the Registration Statement ). The spin-off will be effective as of 11:59 p.m., New York City time on November 13, 2012 (the Spin-Off Date ). From the completion of the spin-off, certificates representing Sears Holdings common stock will continue to represent Sears Holdings common stock. No action will be required of you to receive Sears Canada common shares, which means that: no vote of Sears Holdings stockholders is required in connection with this spin-off and we are not asking you for a proxy and you are requested not to send us a proxy; you will not be required to pay for the Sears Canada common shares that you receive in the spin-off; and you do not need to surrender or exchange any of your Sears Holdings shares in order to receive Sears Canada common shares, or take any other action in connection with the spin-off. Sears Canada s common shares are currently listed for trading on the Toronto Stock Exchange (the TSX ) under the symbol SCC and will remain listed under that symbol following the spin-off. We expect that a limited market, known as a when issued trading market, will develop on the TSX for the Sears Canada common shares being distributed in the spin-off. This will allow you to trade your entitlement to Sears Canada common shares under the symbol SCC.W (entitlements represent Sears Canada common shares being distributed in the spin-off, and trades of such shares will settle on a delayed basis up to three trading days following the Spin-Off Date). We expect that this when issued market will begin as early as two trading days before the record date and continue up to and including the Spin-Off Date, after which time all Sears Canada common shares will be traded on a regular settlement basis under the symbol SCC. This Information Statement will be made publicly available at beginning October 25, 2012 and notices of this Information Statement s availability will be first sent to holders of record of Sears Holdings common stock on or about November 6, In reviewing this Information Statement, you should carefully consider the matters described under Risk Factors beginning on page 6 of the Registration Statement for a discussion of certain factors that should be considered by recipients of Sears Canada common shares. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS INFORMATION STATEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This Information Statement does not constitute an offer to sell or the solicitation of an offer to buy any securities. To ensure compliance with Internal Revenue Service Circular 230, you are hereby notified that any discussion of tax matters set forth in this Information Statement was written in connection with the promotion or marketing of the transactions or matters addressed herein and was not intended or written to be used, and cannot be used by any stockholder, for the purpose of avoiding tax-related penalties under federal, state or local tax law. Each stockholder should seek advice based on its particular circumstances from an independent tax advisor. The date of this Information Statement is October 25, 2012.

2 TABLE OF CONTENTS INTRODUCTION AND USE OF CERTAIN TERMS... ii SUMMARY... 1 QUESTIONS AND ANSWERS ABOUT SEARS CANADA AND THE SPIN-OFF... 8 This Information Statement is being furnished solely to provide information to holders of Sears Holdings common stock who will receive Sears Canada common shares in the spin-off. It is not and is not to be construed as an inducement or encouragement to buy or sell any securities of Sears Canada or any securities of Sears Holdings. You should not assume that the information contained in this Information Statement is accurate as of any date other than the date set forth on the cover. Changes to the information contained in this Information Statement may occur after that date, and neither we nor Sears Holdings undertakes any obligation to update the information, except as required by law and in the normal course of our respective public disclosure obligations. i

3 INTRODUCTION AND USE OF CERTAIN TERMS We have prepared this Information Statement using a number of conventions, which you should consider when reading the information contained herein. Unless otherwise indicated or the context otherwise requires, in this Information Statement the disclosure assumes that the spin-off has been completed and references to: we, us and our, Sears Canada or the Company are to Sears Canada Inc. and its subsidiaries, together with its investments in joint venture interests; $ or CAD are to Canadian dollars; an affiliate of any person are to any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person; ESL are to ESL Investments, Inc. and its investment affiliates, including Edward S. Lampert; fiscal year are to the 52 or 53-week period ended on the Saturday closest to January 31; record date are to 5:00 p.m., New York City time on November 1, 2012; Sears Holdings are, collectively, to Sears Holdings Corporation, our controlling shareholder and a Delaware corporation, and its subsidiaries, excluding Sears Canada; Sears Holdings common stock or Sears Holdings shares are to the common stock, $0.01 par value per share, of Sears Holdings; Sears Roebuck are to Sears, Roebuck and Co., a New York corporation and wholly owned subsidiary of Sears Holdings Corporation; spin-off are to the special dividend of a portion of our common shares held by Sears Holdings to its stockholders; and Spin-Off Date are to 11:59 p.m., New York City time on November 13, 2012, when the spin-off will become effective. About this Information Statement This document consists of two parts. The first part is this Information Statement, which provides a summary of our business, the spin-off, our relationship with Sears Holdings and how the spin-off affects Sears Holdings and its stockholders. The second part is the Registration Statement on Form 20-F that we have filed with the Securities and Exchange Commission (the SEC ) with respect to our common shares (the Registration Statement ). The Registration Statement describes our business, contains additional information about the spin-off and our relationship with Sears Holdings and provides other information to assist you in evaluating the benefits and risks of holding or disposing of our common shares that you will receive in the spin-off. You should read both this Information Statement and the Registration Statement. If any information conflicts with or varies between this Information Statement and the Registration Statement, you should rely on the information in the Registration Statement. This Information Statement is publicly available at Beginning on or about November 6, 2012, Sears Holdings will mail a Notice of Internet Availability of Spin-Off Materials (the Notice ) to all holders of record of Sears Holdings common stock as of the record date describing how stockholders can access the Information Statement and the Registration Statement on the Internet. The Notice will instruct holders of Sears Holding common stock how to receive printed copies of the Information Statement and the Registration Statement at no charge. All holders of Sears Holdings common stock who have elected to receive printed copies of proxy materials from Sears Holdings will be mailed a full printed copy of the Information Statement prior to the Spin-Off Date. ii

4 SUMMARY This summary highlights information contained in the Registration Statement and may not contain all of the information that may be important to you. For a more complete understanding of our business and the spin-off, you should read this summary together with the more detailed information and financial statements appearing in this Information Statement and the Registration Statement to assist you in evaluating the benefits and risks of holding or disposing of our common shares. You should read the entire Registration Statement carefully, including the Risk Factors and Special Note Regarding Forward-Looking Statements sections. Our Company We are a multi-channel retailer and as of October 19, 2012, we operated a total of 118 Full-line Department stores, 369 specialty stores (including 48 Sears Home stores, 11 Outlet stores, four Appliances and Mattresses stores, 273 Hometown Dealer stores operated under independent local ownership and 33 Corbeil stores), four Floor Covering Centres, 1,557 catalogue merchandise pick-up locations, 102 Sears Travel offices and a nationwide home maintenance, repair, and installation network. We also publish an extensive general merchandise catalogue and offer shopping online at Sears.ca. Our operations are centered around merchandising and include the sale of goods and services through our Retail Channel, which includes our Full-line, Sears Home, Hometown Dealer, Outlet, Appliances and Mattresses, and Corbeil Electrique Inc. ( Corbeil ) stores, and our Direct (catalogue/internet) Channel. Our operations also include service revenue related to product repair, home improvement and logistics. We also have commission revenues, which include insurance, and performance payments received from JPMorgan Chase under our longterm credit card marketing and servicing alliance with JPMorgan Chase. We have partnered with Thomas Cook Canada Inc., or Thomas Cook, in a multi-year licensing arrangement, under which Thomas Cook manages the day-to-day operations of all Sears Travel offices and provides commissions to us. Licensee fee revenues are comprised of payments received from licensees that operate within the Company s stores. We are a party to a number of joint ventures which have been classified as jointly controlled entities for financial reporting purposes. These joint ventures are jointly controlled by the venturers who are entitled to a share of the joint ventures income or loss. See Item 4.C. Information on the Company Organizational Structure Significant Subsidiaries of the Registration Statement for additional information. Our Competitive Strengths Our success depends on our ability to remain competitive with respect to our stores shopping convenience, the in-stock availability of merchandise and superior customer service by knowledgeable sales professionals. We believe that our competitive strengths lie in the five elements of our transformation strategy. The five elements of our strategy are as follows: 1. Build the core: Implementing fundamental merchandise category plans to seek to ensure that the right products and services are being offered in categories where the Company has a strong competitive position with Canadians, such as major appliances and mattresses; 2. Be customer driven: More fully and effectively utilizing our customer database to develop our merchandising and marketing strategies; 3. Get value right: Demonstrating a competitive value equation where our everyday price is more competitive, our promotions are well understood and balanced, our quality is superior and our service is dependable; 4. Operate the best formats: We are a multi-format retailer, operating in many different markets. We are working to align our category strengths with the market and to create more value from our trading strategies with retail concepts aligned to customer needs, including developing separate tactical 1

5 approaches for our Full-line Department stores, Sears Home stores, Hometown Dealer stores, and Corbeil stores; and 5. Organize the right talent and create a winning attitude: Maintaining a strong leadership team supported by loyal and dedicated associates who are committed to the implementation of our transformation strategy. Our Relationship with Sears Holdings We are currently a majority owned indirect subsidiary of Sears Holdings. Immediately prior to the spin-off Sears Holdings expects to hold 97,341,670 or approximately 95.5% of our outstanding common shares. Sears Holdings is controlled by ESL, which is expected to hold approximately 62% of the outstanding Sears Holdings common stock immediately prior to the spin-off. Immediately following completion of the spin-off, Sears Holdings will hold approximately 51% of Sears Canada s common shares and ESL expects to hold approximately 28% of our outstanding common shares. Accordingly, ESL is expected to directly or indirectly control approximately 79% of our outstanding common shares and have the ability to control the election of our board of directors and the outcome of certain other shareholder votes. Immediately following the spin-off, we will continue to be a subsidiary of Sears Holdings. We have entered into a number of arrangements with Sears Holdings and these arrangements will remain in place following the spin-off subject to the terms of those arrangements. While we believe that this ongoing relationship with Sears Holdings provides us with access to opportunities that would otherwise not be available to us, this relationship causes us to operate differently from an independent, stand-alone entity. We describe these arrangements in greater detail in Item 7.B. Related Party Transactions Relationship with Sears Holdings of the Registration Statement and describe some of the risks of these arrangements in Item 3.D. Risk Factors Risks Relating to Our Relationship with Sears Holding of the Registration Statement. Risk Factors Our business is subject to various risks, such as those highlighted in Item 3.D. Risk Factors of the Registration Statement, including: our ability to offer merchandise desirable to our customers and compete effectively in the highly competitive retail industry; the impact on our revenues of poor performance in the fourth quarter given the seasonality of our business; fluctuations in U.S. and Canadian dollar exchange rates that affect our results of operations; and our reliance on certain intellectual property that we have rights to only if Sears Holdings maintains a 25% or greater indirect ownership in us. Our Share Capital Our authorized share capital consists of an unlimited number of common shares without nominal or par value and an unlimited number of class 1 preferred shares, issuable in one or more series. As of October 19, 2012, 101,877,662 Sears Canada common shares and no class 1 preferred shares were outstanding. The holders of our common shares are entitled to vote at all meetings of our shareholders except meetings at which only holders of another specified class or series of shares are entitled to vote. The holders of our common shares are entitled to receive dividends as and when declared by our board of directors, subject to the dividend entitlements of the holders of the class 1 preferred shares, if any. See Item 10.A. Share Capital in the Registration Statement for more information. 2

6 Trademarks and Service Marks We have a license from Sears Holdings to use the name Sears as part of our corporate name, as well as a license to use other brand names, such as Kenmore, Craftsman, and DieHard. In addition, we hold trademarks on our private brands, which are available in Canada, including Jessica, Nevada, Whole Home, Boulevard Club, Tradition, Protocol, Retreat, Alpinetek, Pure NRG Athletics, Trendzone, Baby Boots, Attitude, and Distinction. We also own a number of domain names which are used in our online business. For more information see Item 3.D. Risk Factors Risks Relating to our Relationship with Sears Holdings We may lose rights to some intellectual property if Sears Holdings equity ownership in us falls below specified thresholds in the Registration Statement. All other trademarks or service marks appearing in this Information Statement are the property of their respective owners. Security Ownership of Certain Beneficial Owners See the information contained in the Registration Statement under Item 7.A. Major Shareholders. Financial Information See Item 3.A. Selected Financial Data of the Registration Statement and the Consolidated Financial Statements beginning on page F-1 of the Registration Statement. See also Item 5. Operating and Financial Review and Prospects of the Registration Statement for commentary from our management regarding our strategy, operating results and financial position. Corporate Information Our principal executive offices are located at 290 Yonge Street, Suite 700, Toronto, Ontario, Canada, M5B 2C3 and our telephone number is Our website address is 3

7 Summary of the Terms of the Spin-Off The following is a summary of the terms of the spin-off. See Item 4.A. Information on the Company History and Development of the Company The Spin-Off in the Registration Statement for a more detailed description of the matters described below. Distributing company... Sears Holdings is the distributing company in the spin-off. Immediately following the spin-off, Sears Holdings will own approximately 51% of the outstanding Sears Canada common shares. Distributed company... Sears Canada is the distributed company in the spin-off. Primary purposes of the spin-off... Forthereasons more fully discussed in Questions and Answers About the Company and The Spin-off What are the reasons for the spin-off?, the Sears Holdings board of directors believes that distributing a portion of the Sears Canada common shares held by Sears Holdings through the spin-off is in the best interests of Sears Holdings and its stockholders. Distribution ratio... Every share of Sears Holdings common stock held as of the close of business on the record date will entitle the holder to a distribution of Sears Canada common shares. Cash will be distributed in lieu of any fractional shares of Sears Canada common shares you are otherwise entitled to, as described below. Common shares to be distributed... 45,374,623 Sears Canada common shares will be distributed in the spin-off, based on the number of shares of Sears Holdings common stock outstanding as of the record date. The common shares distributed will represent approximately 44.5% of Sears Canada s outstanding capital stock. Record date... Therecord date for the spin-off is the close of business on November 1, Spin-off date... TheSpin-Off Date will be November 13, The spin-off... OntheSpin-Off Date, Sears Holdings will distribute common shares representing approximately 44.5% of Sears Canada s outstanding capital stock to the distribution agent to distribute to Sears Holdings stockholders. The spin-off will be made in book-entry form on the Spin-Off Date. The distribution agent will begin mailing Direct Registration Account Statements reflecting the Sears Canada common shares distributed to eligible Sears Holdings stockholders on or about November 15, Mailing of checks for cash in lieu of fractional shares may take up to 10 business days following the Spin-Off Date. You will not be required to make any payment, surrender or exchange your Sears Holdings common stock or take any other action to receive your Sears Canada common shares. Post-spin-off ownership... Immediately after the spin-off, Sears Holdings will hold approximately 51% of the outstanding Sears Canada common shares and ESL is expected to directly hold approximately 28% of the outstanding Sears Canada common shares. We expect to have approximately 19,918 shareholders of record, based on the number of registered holders of Sears Canada and Sears Holdings common stock on October 22, Our outstanding share capital immediately following the spin-off will consist of approximately 101,877,662 4

8 No fractional shares... Sears Canada common shares. See Item 4.A. Information on the Company History and Development of the Company The Spin-Off Results of the Spin-Off in the Registration Statement for a more detailed description of the beneficial ownership of our capital stock by certain shareholders following the spin-off. Fractional shares of Sears Canada common shares will not be distributed to Sears Holdings stockholders. Instead, the distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate net cash proceeds of the sales pro rata, based on the fractional share such holder would otherwise be entitled to receive, to each holder who otherwise would have been entitled to receive a fractional share in the spin-off. Accordingly, if you hold fewer than three shares of Sears Holdings common stock as of the record date, you will not receive any Sears Canada common shares; however, you will receive a cash distribution from Sears Holdings distribution agent representing the proceeds from the sale of the fractional share to which you are otherwise entitled, net of brokerage fees and other costs. Recipients of cash in lieu of fractional shares will not be entitled to any interest on payments made in lieu of fractional shares. Conditions to the spin-off... Thespin-off is subject to the satisfaction or waiver by Sears Holdings, in its sole discretion, of the following conditions: the Sears Holdings board of directors shall have authorized and approved the spin-off and related transactions and not withdrawn such authorization and approval, and shall have declared the dividend of Sears Canada common shares to Sears Holdings stockholders; the Registration Statement shall have gone effective under the Securities and Exchange Act of 1934, as amended, and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the SEC; no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the spin-off shall be in effect, and no other event outside the control of Sears Holdings shall have occurred or failed to occur that prevents the consummation of the spin-off; no other events or developments shall have occurred prior to the spin-off that, in the sole judgment of the board of directors of Sears Holdings, would result in the spin-off having a material adverse effect on Sears Holdings or the stockholders of Sears Holdings; and prior to the Spin-Off Date, an information statement shall have been mailed to the holders of Sears Holdings common stock as of the record date or access to such Information Statement shall have been provided through electronic means. Trading market and symbol... After the spin-off our common shares will continue to be traded under the symbol SCC on the TSX. We expect that a limited market, 5

9 known as a when issued trading market, will develop on the TSX for the Sears Canada common shares being distributed in the spin-off. This will allow you to trade your entitlement to Sears Canada common shares under the symbol SCC.W (entitlements represent Sears Canada common shares being distributed in the spin-off, and trades of such shares will settle on a delayed basis up to three trading days following the Spin-Off Date). We expect that this when issued market will begin as early as two trading days before the record date and continue up to and including the Spin-Off Date, after which time all Sears Canada common shares will be traded on a regular settlement basis under the symbol SCC. Dividend policy... Weregularly monitor our sources and uses of cash and level of cash on hand, and consider the most effective use of cash on hand, including, among other options, the payment of dividends. Any cash dividends paid will be paid in Canadian dollars. Material U.S. federal income tax consequences to Sears Holdings stockholders... Ifyoureceive our common shares pursuant to the spin-off, you generally will be considered to have received a taxable distribution for U.S. federal income tax purposes in an amount equal to the fair market value on the Spin-Off Date of (i) our common shares received by you plus (ii) our fractional common share sold by the distribution agent on your behalf. We anticipate that this distribution will be treated as a dividend for U.S. federal income tax purposes. See Item 10.E. Taxation Material United States Federal Income Tax Consequences in the Registration Statement for an explanation of the U.S. federal income tax consequences of the spin-off. Material Canadian tax consequences to Sears Holdings stockholders... IfyouareaNon-Resident Holder (as defined in Item 10.E. Taxation Material Canadian Federal Income Tax Consequences of the Registration Statement), you will not be required to include any amount in computing your income for Canadian federal income tax consequences, and you will not be subject to Canadian withholding tax, as a result of the receipt of our common shares pursuant to the spin-off. If you are a Resident Holder (as defined in Item 10.E. Taxation Material Canadian Federal Income Tax Consequences in the Registration Statement), you will be required to include in computing your income for Canadian federal income tax purposes, as a dividend from a non-resident corporation an amount equal to the fair market value of our common shares that are received by you pursuant to the spin-off (including any fractional shares received by the distribution agent on your behalf), and the gross-up and dividend tax credit rules applicable to individuals, and the deduction available to corporations, that generally apply to dividends paid by a taxable Canadian corporation will not apply. See Item 10.E. Taxation Material Canadian Federal Income Tax Consequences in the Registration Statement for an explanation of the Canadian federal income tax consequences of the spin-off. 6

10 Relationship with Sears Holdings after the spin-off... Immediately following the spin-off, we will continue to be a subsidiary of Sears Holdings. We have entered into a number of arrangements with Sears Holdings and these agreements will remain in place following the spin-off subject to the terms of those agreements. While we believe that this ongoing relationship with Sears Holdings provides us with access to opportunities that would otherwise not be available to us, this relationship causes us to operate differently from an independent, stand-alone entity. We describe these arrangements in greater detail in Item 7.B. Related Party Transactions Relationship with Sears Holdings in the Registration Statement and describe some of the risks of these arrangements in Item 3.D. Risk Factors Risks Relating to Our Relationship with Sears Holding in the Registration Statement. Transfer agent... Thetransfer agent for our common shares in Toronto, Ontario, Canada and Montreal, Québec, Canada will be CIBC Mellon Trust Company with Canadian Stock Transfer Company Inc. acting as administrative agent. Distribution agent... Thedistribution agent for the spin-off will be Canadian Stock Transfer Company Inc., P.O. Box 4202, Postal Station A, Toronto, ON M5W 0E4 Risk factors... Youshould carefully consider the matters discussed in Item 3.D. Risk Factors of the Registration Statement. 7

11 QUESTIONS AND ANSWERS ABOUT SEARS CANADA AND THE SPIN-OFF Set forth below are commonly asked questions and answers about the spin-off and the transactions contemplated thereby. You should read the section entitled The Spin-Off beginning on page 22 of the Registration Statement for a more detailed description of the matters described below. Q: What is the spin-off? A: The spin-off is the overall transaction of distributing certain Sears Canada common shares held by Sears Holdings by means of a pro rata dividend to Sears Holdings stockholders. Immediately prior to the spin-off, Sears Holdings expects to hold approximately 95.5% of our common stock. After giving effect to the spinoff, Sears Holdings expects to hold approximately 51% of our outstanding common shares and approximately 44.5% of our common shares will be held by Sears Holdings stockholders. Immediately following the spin-off, our common shares will remain listed for trading on the TSX. The spin-off will be effected on the Spin-Off Date by the pro rata distribution of our common shares to Sears Holdings stockholders, except that holders of unvested shares of restricted stock of Sears Holdings will receive cash in lieu of shares and fractional shares will be sold and net proceeds will be distributed as discussed under Q: How will fractional shares be treated in the spin-off? below. Holders of shares of restricted stock of Sears Holdings that is unvested as of the record date will receive a cash award, to be paid on the applicable vesting date, in lieu of Sears Canada common shares. Such cash awards will represent the right to receive, on the applicable vesting date, a cash payment from Sears Holdings equal to the value of the Sears Canada common shares that would have been distributed to such holder had such holder s unvested restricted stock been unrestricted shares of Sears Holdings common stock, calculated on the basis of the volume-weighted average trading price per Sears Canada common share for the 10 trading-day period beginning on the first trading day subsequent to the Spin-Off Date. Q: What is Sears Canada? A: We are a multi-channel retailer and as of October 19, 2012, we operated a total of 118 Full-line Department stores, 369 specialty stores (including 48 Sears Home stores, 11 Outlet stores, four Appliances and Mattresses stores, 273 Hometown Dealer stores operated under independent local ownership and 33 Corbeil stores), four Floor Covering Centres, 1,557 catalogue merchandise pick-up locations, 102 Sears Travel offices and a nationwide home maintenance, repair, and installation network. We also publish an extensive general merchandise catalogue and offer shopping online at Sears.ca. We were incorporated under the laws of Canada by letters patent dated September 17, 1952 and were continued under the Canada Business Corporations Act by articles of continuance effective May 15, By articles of amendment effective May 31, 1984, we changed our name from Simpsons-Sears Limited to Sears Canada Inc. By articles of amalgamation dated January 1, 1994, December 29, 1996 and December 30, 1999, Sears Canada was amalgamated with various wholly owned subsidiaries. The registered and head office address of the Company is 290 Yonge Street, Suite 700, Toronto, Ontario, Canada, M5B 2C3. We are currently listed for trading on the TSX and will remain listed there following the distribution of our common shares. See Item 4. Information on the Company of the Registration Statement for additional information. Q: What are the reasons for the spin-off? Sears Holdings board of directors has determined that pursuing a disposition of a portion of the Sears Canada s common shares currently held by Sears Holding through a partial spin-off, following which Sears Holdings would hold approximately 51% of Sears Canada, is in the best interest of Sears Holdings and its stockholders, and that a greater degree of separation between Sears Canada and Sears Holdings would 8

12 provide, among other things, financial, operational and managerial benefits to both Sears Canada and Sears Holdings, including, but not limited to, the following expected benefits: Strategic Focus and Flexibility. Sears Holdings board of directors believes that following the spin-off, Sears Canada and Sears Holdings should be better able to dedicate resources to pursue appropriate growth opportunities and best optimize returns on assets employed and execute strategic plans best suited to their respective businesses in a more efficient manner. The Sears Holdings board of directors also believes that structuring the spin-off as a partial spin-off preserves flexibility as to how it may realize the value of its remaining holdings in Sears Canada over time. Investor Choice. Sears Holdings board of directors believes that (1) the spin-off should increase investor understanding of Sears Canada and its market position within its industry, while also allowing for a more natural and interested investor base; (2) the spin-off should allow current and prospective investors to make independent decisions with respect to each of Sears Holdings and Sears Canada based on, among other factors, each company s different business models, strategies and geographic focus; and (3) the spin-off should provide investors with a more targeted investment opportunity by allowing investors to participate in a direct investment in Sears Canada, and providing investors with increased flexibility of choice in what assets and securities they hold. Liquidity. Sears Holdings board of directors believes that the spin-off potentially enhances the liquidity of holders of Sears Canada common shares. In light of the foregoing and a review of the impact of the proposed spin-off, the Sears Holdings board of directors has concluded that a spin-off, in the form contemplated, is a reasonable way to enhance long-term stockholder value and preserve flexibility for holders of Sears Holdings common stock. Q: What will I receive in the spin-off? A: On November 13, 2012, the Spin-Off Date, every share of Sears Holdings common stock held as of the close of business on the record date will entitle the holder to a distribution of Sears Canada common shares. You will not be required to make any payment, surrender or exchange your common stock of Sears Holdings or take any other action to receive your Sears Canada common shares. Your proportionate ownership interest in Sears Holdings will not change as a result of the distribution. For a more detailed description, see Item 4.A. Information on the Company History and Development of the Company The Spin-Off of the Registration Statement. Q: What is being distributed in the spin-off? A: 45,374,623 common shares will be distributed in the spin-off, based on the number of shares of Sears Holdings common stock outstanding as of the record date. The common shares distributed will represent approximately 44.5% of Sears Canada s outstanding capital stock. Q: What is the record date? A: The date to determine the stockholders of record eligible to receive the distribution of Sears Canada common shares in the spin-off is the close of business on November 1, 2012, which we refer to as the record date. Q: When will the distribution occur? A: The spin-off is expected to occur on November 13, 2012, the Spin-Off Date. We expect that the distribution agent will begin mailing Direct Registration Account Statements reflecting the Sears Canada common shares distributed to eligible Sears Holdings stockholders on or about November 15, Q: What do Sears Holdings stockholders need to do to participate in the distribution? A: Nothing, but we urge you to read this document and the Registration Statement carefully. Stockholders who hold Sears Holdings common stock as of the record date will not be required to take any action to receive 9

13 Sears Canada common shares in the spin-off or a cash payment in respect to any fractional shares you are otherwise entitled to as a result of the spin-off. No stockholder approval of the spin-off is required or sought. You will not be required to make any payment, surrender or exchange any of your shares of Sears Holdings common stock or to take any other action to participate in the spin-off. For more information on the treatment of fractional shares see Q: How will fractional shares be treated in the spin-off? below. We expect that approximately two business days following the Spin-Off Date, the distribution agent will mail you a Direct Registration Account Statement detailing the number of our common shares you received in the spin-off. We expect that if you received a fractional share in the spin-off, the distribution agent will mail you a check within 10 business days following the Spin-Off Date for cash in lieu of such fractional share. Q: What will happen to the listing of Sears Holdings shares? A: Nothing. Sears Holdings shares will continue to be traded on the NASDAQ Global Select Market under the symbol SHLD. Q: Will the spin-off affect the trading price of my Sears Holdings common stock? A: The trading price of Sears Holdings common stock immediately following the spin-off is likely to be lower than immediately prior to the spin-off because the trading price will no longer reflect the value of the Sears Canada common shares that are being spun-off. Furthermore, until the market has fully analyzed the value of Sears Holdings after giving effect to the spin-off, the price of Sears Holdings common stock may fluctuate. Q: What if I want to sell my Sears Holdings common stock or my Sears Canada common shares? A: You should consult with your financial advisors, such as your stockbroker, bank or tax advisor. Neither Sears Holdings nor Sears Canada makes any recommendations on the purchase, retention or sale of Sears Holdings common stock or our common shares to be distributed in the spin-off. If you decide to sell any shares before the distribution, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your Sears Holdings common stock or the Sears Canada common shares you will receive in the distribution. We anticipate that until two trading days prior to the record date (the ex-distribution date ), the Sears Holdings common stock trading on NASDAQ will be entitled to Sears Canada common shares being distributed pursuant to the spin-off. Beginning on the ex-distribution date, we expect that shares of Sears Holdings common stock will trade on NASDAQ ex-distribution, without a right to receive Sears Canada common shares. If you sell your Sears Holdings common stock prior to the ex-distribution date, you will be selling your right to receive Sears Canada common shares in the spin-off. We expect that a limited market, known as a when issued trading market, will develop on the TSX for the Sears Canada common shares being distributed in the spin-off. This will allow you to trade your entitlement to Sears Canada common shares under the symbol SCC.W (entitlements represent Sears Canada common shares being distributed in the spin-off, and trades of such shares will settle on a delayed basis up to three trading days following the Spin-Off Date.) For more information on trading Sears Canada common shares see Q: How will the Sears Canada common shares that I receive trade? below. Q: How will Sears Holdings distribute our common shares? A: Holders of Sears Holdings common stock on the record date (except for holders of unvested shares of restricted stock of Sears Holdings, who will receive cash in lieu of shares) will receive common shares in book-entry form. See Item 4.A. Information on the Company History and Development of the Company The Spin-Off Manner of Effecting the Spin-Off of the Registration Statement for a more detailed explanation. 10

14 Q: How will fractional shares be treated in the spin-off? A: No fractional shares will be distributed to holders of Sears Holdings common stock in connection with the spin-off. Instead, the distribution agent will aggregate all fractional shares into whole shares and sell the whole shares in the open market at prevailing market prices. The distribution agent will then distribute the aggregate cash proceeds of the sales, net of brokerage fees and other costs, pro rata to each Sears Holdings stockholder who would otherwise have been entitled to receive a fractional share in the distribution. Accordingly, if you hold fewer than three shares of Sears Holdings common stock as of the record date, you will not receive any shares of our common stock; however, you will receive a cash distribution from our distribution agent representing the proceeds from the sale of the fractional shares to which you are entitled, net of brokerage fees and other costs. See Item 4.A. Information on the Company History and Development of the Company The Spin-Off Manner of Effecting the Spin-Off of the Registration Statement for a more detailed explanation. Q: How will the Sears Canada common shares that I receive trade? A: Sears Canada is currently listed on the TSX under the symbol SCC and the Sears Canada common shares that you receive in the spin-off will be tradable on the TSX under such symbol. We anticipate that as early as two trading days prior to the record date and continuing up to and including the Spin-Off Date, there will be two markets in Sears Canada common shares, the regular-way market that currently exists for Sears Canada common shares and a when issued trading market. The when issued trading market will allow investors to trade the Sears Canada common shares being distributed pursuant to the spin-off prior to the Spin-Off Date on the TSX under the symbol SCC.W. Beginning on the first trading day following the Spin-Off Date, we expect that all Sears Canada common shares will be traded regular-way. We expect that all trades on the when issued market will be settled for Sears Canada common shares (i) on the Spin-Off Date, if traded on or prior to November 8, 2012, or (ii) on the third full trading day following the Spin-Off Date, if traded after November 8, See Item 4.A. Information on the Company History and Development of the Company The Spin-Off Manner of Effecting the Spin- Off in the Registration Statement for more information. We cannot predict the trading prices for our common shares. See Item 3.D. Risk Factors Risks Related to Our Common Shares and the Spin-Off of the Registration Statement. Q: What are the material U.S. federal income tax consequences of the spin-off? A: If you are a U.S. Holder (as defined in Item 10.E. Taxation Material United States Federal Income Tax Consequences of the Registration Statement) who receives our common shares pursuant to the spin-off, you generally will be considered to have received a taxable distribution for U.S. federal income tax purposes in an amount equal to the fair market value on the Spin-Off Date of (i) our common shares received by you plus (ii) our fractional common share sold by the distribution agent on your behalf. This distribution will be treated as a dividend to the extent of your share of the current and accumulated earnings and profits of Sears Holdings, as determined for U.S. federal income tax purposes. To the extent that the amount of the distribution exceeds Sears Holdings current and accumulated earnings and profits for the taxable year of the distribution, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of your Sears Holdings common shares, and to the extent the amount of the distribution exceeds your adjusted tax basis, the excess will be treated as capital gain. We anticipate that the current and accumulated earnings and profits of Sears Holdings will exceed the aggregate fair market value on the Spin-Off Date of (i) our common shares plus (ii) our fractional common shares sold by the distribution agent on behalf of our shareholders. In connection with the spin-off, the Sears Holdings consolidated group will recognize gain for U.S. federal income tax purposes equal to the difference between its adjusted tax basis in our common shares distributed and their fair market value. Under certain rules related to the disposition of stock of controlled foreign corporations by U.S. shareholders that own more than 10% of such controlled foreign corporation, a portion of the gain recognized by the Sears Holdings consolidated group will be re-characterized, under Section 1248 of the Internal Revenue Code of 1986, as amended (the Code ), as a dividend to the Sears 11

15 Holdings consolidated group to the extent of our earnings and profits attributable to such distributed common shares. The amount treated as a dividend by the Sears Holdings consolidated group under Section 1248 of the Code will then become previously taxed income under Section 959 of the Code. U.S. Holders who receive our common shares in the spin-off may be able to exclude a portion of subsequent distributions of dividends that are made with respect to our common shares from gross income to the extent that such dividends, measured in units of Canadian dollars, are paid out of the previously taxed income under Section 959 of the Code as successors in interest to the Sears Holdings consolidated group with respect to our common shares, although there may be limitations upon their ability to do so, including compliance with certain requirements set forth in the regulations under Section 959 of the Code. If you are a Non-U.S. Holder (as defined in Item 10.E. Taxation Material United States Federal Income Tax Consequences of the Registration Statement) who receives our common shares pursuant to the spinoff, you generally will be considered to have received a taxable distribution for U.S. federal income tax purposes in an amount equal to the fair market value on the Spin-Off Date of (i) our common shares received by you plus (ii) our fractional common share sold by the distribution agent on your behalf. We anticipate that this distribution will be treated as a dividend for U.S. federal income tax purposes. Accordingly, it is anticipated that a Non-U.S. Holder generally will be subject to U.S. federal withholding tax at a rate of 30% on the amount of the distribution treated as a dividend (or such lower rate as may be specified by an applicable income tax treaty), unless such amount is effectively connected with a Non-U.S. Holder s conduct of a trade or business in the United States (in which case U.S. federal net income tax and branch profits tax may apply). For a more detailed explanation of the U.S. federal income tax consequences of the spin-off, see Item 10.E. Taxation Material United States Federal Income Tax Consequences of the Registration Statement, which qualifies in its entirety the foregoing discussion. Each Sears Holdings stockholder is urged to consult his, her or its tax advisor as to the specific tax consequences of the distribution to that stockholder, including the effect of any state, local or non-u.s. tax laws and of changes in applicable tax laws. Q: What are the material Canadian tax consequences of the spin-off? A: If you are a Non-Resident Holder (as defined in Item 10.E. Taxation Material Canadian Federal Income Tax Consequences in the Registration Statement), you will not be required to include any amount in computing your income for Canadian federal income tax consequences, and you will not be subject to Canadian withholding tax, as a result of the receipt of our common shares pursuant to the spin-off. If you are a Resident Holder (as defined in Item 10.E. Taxation Material Canadian Federal Income Tax Consequences in the Registration Statement), you will be required to include in computing your income for Canadian federal income tax purposes, as a dividend from a non-resident corporation an amount equal to the fair market value of our common shares that are received by you pursuant to the spin-off (including any fractional shares received by the distribution agent on your behalf), and the gross-up and dividend tax credit rules applicable to individuals, and the deduction available to corporations, that generally apply to dividends paid by a taxable Canadian corporation will not apply. See Item 10.E. Taxation Material Canadian Federal Income Tax Consequences in the Registration Statement for an explanation of the Canadian federal income tax consequences of the spin-off. Q: Do I have appraisal rights? A: No. Holders of Sears Holdings common stock are not entitled to appraisal rights in connection with the spinoff. Q: Does Sears Canada intend to pay cash dividends? A: Sears Canada regularly monitors its sources and uses of cash and level of cash on hand, and considers the most effective use of cash on hand, including, among other options, the payment of dividends. Any cash dividends paid will be paid in Canadian dollars. 12

16 Q: Are there risks associated with owning Sears Canada s common shares? A: Our business is subject to both general and specific risks and uncertainties relating to our business. Our business is also subject to risks relating to the spin-off. Accordingly, you should read carefully the information set forth in the section entitled Item 3.D. Risk Factors of the Registration Statement. Q: Can Sears Holdings decide to cancel the distribution or modify its terms even if all conditions to the distribution have been met? A: Yes. Although the distribution is subject to the satisfaction or waiver of certain conditions, Sears Holdings has the right to terminate the distribution at any time prior to the Spin-Off Date (even if all such conditions are satisfied). Also, Sears Holdings may modify or change the terms of the distribution, including by accelerating or delaying the timing of the consummation of all or part of the distribution. Q: Where can I get more information? A: If you have any questions relating to the mechanics of the distribution, you should contact the distribution agent at: Canadian Stock Transfer Company Inc. P.O. Box 700, Postal Station B, Montreal, QC H3B 3K3 Attention: Investor Inquiries Tel: inquiries@canstockta.com 13

17 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 20-F/A (Amendment No. 4) È REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: Sears Canada Inc. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant s name into English) Canada (Jurisdiction of incorporation or organization) 290 Yonge Street, Suite 700, Toronto, Ontario, Canada, M5B 2C3 (Address of principal executive office) Klaudio Leshnjani Senior Vice-President and General Counsel 290 Yonge Street Suite 700 Toronto, Ontario, Canada M5B 2C3 Tel: Fax: (Name, Telephone, and/or Facsimile number and Address of Company Contact Person) Andrew J. Beck Torys LLP 1114 Ave of the Americas, 23 rd Floor New York, New York (212) Dane A. Drobny Senior Vice President, General Counsel and Corporate Secretary Sears Holdings Corporation 3333 Beverly Road Hoffman Estates, Illinois (847) Copies to: Kevin D. Cramer Osler, Hoskin & Harcourt LLP th Avenue, 36 th Floor New York, New York (212) Patricia A. Koval Torys LLP Suite 3000, TD Centre 79 Wellington Street West Toronto, Ontario, Canada M5K 1N2 (416) William H. Hinman, Jr. Simpson Thacher & Bartlett LLP 2550 Hanover Street Palo Alto, California (650) Securities registered or to be registered pursuant to Section 12(b) of the Act. None Title of each class Name of each exchange on which registered N/A N/A Securities registered or to be registered pursuant to Section 12(g) of the Act. Common Shares Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None Indicate the number of outstanding shares of each of the issuer s classes of capital or common stock as of the close of the period covered by the annual report. Not applicable Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No È If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of Yes No Indicate by check mark whether the 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No È Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer È Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issued Other by the International Accounting Standards Board È If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

18 TABLE OF CONTENTS PAGE INTRODUCTION AND USE OF CERTAIN TERMS... 1 USE OF NON-IFRS MEASURES, MEASURES OF OPERATING PERFORMANCE AND RECONCILIATION OF NET (LOSS) EARNINGS TO ADJUSTED EBITDA... 2 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS... 2 PART I... 5 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS A. DIRECTORS AND SENIOR MANAGEMENT B. ADVISERS C. AUDITORS... 5 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE... 5 ITEM 3. KEY INFORMATION A. SELECTED FINANCIAL DATA B. CAPITALIZATION AND INDEBTEDNESS C. REASONS FOR THE OFFER AND USE OF PROCEEDS D. RISK FACTORS... 6 ITEM 4. INFORMATION ON THE COMPANY A. HISTORY AND DEVELOPMENT OF THE COMPANY B. BUSINESS OVERVIEW C. ORGANIZATIONAL STRUCTURE D. PROPERTY, PLANTS AND EQUIPMENT ITEM 4A. UNRESOLVED STAFF COMMENTS ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS A. OPERATING RESULTS B. LIQUIDITY AND CAPITAL RESOURCES C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC D. TREND INFORMATION E. OFF-BALANCE SHEET ARRANGEMENTS F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. DIRECTORS AND SENIOR MANAGEMENT B. COMPENSATION C. BOARD PRACTICES D. EMPLOYEES E. SHARE OWNERSHIP ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. MAJOR SHAREHOLDERS B. RELATED PARTY TRANSACTIONS C. INTERESTS OF EXPERTS AND COUNSEL ITEM 8. FINANCIAL INFORMATION A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION B. SIGNIFICANT CHANGES ITEM 9. THE OFFER AND LISTING A. LISTING DETAILS B. PLAN OF DISTRIBUTION C. MARKETS D. SELLING SHAREHOLDERS E. DILUTION F. EXPENSES OF THE ISSUE ii

19 PAGE ITEM 10. ADDITIONAL INFORMATION A. SHARE CAPITAL B. MEMORANDUM AND ARTICLES OF ASSOCIATION C. MATERIAL CONTRACTS D. EXCHANGE CONTROLS E. TAXATION F. DIVIDENDS AND PAYING AGENTS G. STATEMENT BY EXPERTS H. DOCUMENTS ON DISPLAY I. SUBSIDIARY INFORMATION ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES A. DEBT SECURITIES B. WARRANTS AND RIGHTS C. OTHER SECURITIES D. AMERICAN DEPOSITARY SHARES PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS ITEM 15. CONTROLS AND PROCEDURES ITEM 16. [RESERVED] A. AUDIT COMMITTEE FINANCIAL EXPERTS B. CODE OF ETHICS C. PRINCIPAL ACCOUNTANT FEES AND SERVICES D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS F. CHANGE IN REGISTRANT S CERTIFYING ACCOUNTANT G. CORPORATE GOVERNANCE H. MINING SAFETY DISCLOSURE PART III ITEM 17. FINANCIAL STATEMENTS ITEM 18. FINANCIAL STATEMENTS ITEM 19. EXHIBITS INDEX TO FINANCIAL STATEMENTS iii

20 INTRODUCTION AND USE OF CERTAIN TERMS We have prepared this Registration Statement on Form 20-F, or this Form 20-F, using a number of conventions, which you should consider when reading the information contained herein. Unless otherwise indicated or the context otherwise requires, in this Form 20-F the disclosure assumes that the spin-off has been completed and references to: we, us and our, Sears Canada or the Company are to Sears Canada Inc. and its subsidiaries, together with its investments in joint venture interests; an affiliate of any person are to any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person; common shares are to the common shares, no par value, of Sears Canada Inc.; ESL are to ESL Investments, Inc. and its investment affiliates, including Edward S. Lampert; Fiscal 2009, Fiscal 2010, Fiscal 2011 and Fiscal 2012 are to the 52-week periods ended January 30, 2010, January 29, 2011, January 28, 2012 and the 53-week period ending February 2, 2013, respectively; fiscal year are to the 52 or 53-week period ending on the Saturday closest to January 31; Q2 2011, Q and Q are to the 13-week periods ended July 30, 2011, July 28, 2012 and October 27, 2012, respectively; Sears Holdings are, collectively, to Sears Holdings Corporation, our controlling shareholder and a Delaware corporation, and its subsidiaries, excluding Sears Canada; Sears Roebuck are to Sears, Roebuck and Co., a New York corporation and wholly-owned subsidiary of Sears Holdings Corporation; spin-off are to the special dividend of a portion of our common shares held by Sears Holdings to its stockholders, as described under Item 4.A. Information on the Company History and Development of the Company The Spin-Off ; Spin-Off Date are to 11:59 p.m., New York City time on November 13, 2012, when the spin-off will become effective; and TSX are to the Toronto Stock Exchange. Historical Performance and Market Data This Form 20-F contains information relating to our business as well as historical performance and market data. When considering this data, you should bear in mind that historical results and market data may not be indicative of the future results that you should expect from us. Certain statistical and market data have been obtained from third party sources. We have not independently verified this data and cannot guarantee its accuracy or completeness. Financial Information All financial information is presented in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, other than certain non-ifrs financial measures and measures of operating performance which are defined under Use of Non-IFRS Measures, Measures of Operating Performance and Reconciliation of Net (Loss) Earnings to Adjusted EBITDA, below. All figures are unaudited unless otherwise indicated. We maintain our financial statements in Canadian dollars, and, in this Form 20-F, all references to CAD or $ are to Canadian dollars unless expressly otherwise stated. 1