EX-99 2 ex99.htm EXHIBIT 99 #233285 v3 - arz Sears Series Term Sheet - addition of Class B Certificates
EXHIBIT 99
Subject To Revision
Series Term Sheet Dated May 30, 2001

Sears Credit Account Master Trust II
$500,000,000 Floating Rate Class A Master Trust Certificates, Series 2001-2
$40,500,000 Floating Rate Class B Master Trust Certificates, Series 2001-2

Sears, Roebuck and Co.
Servicer

SRFG, Inc.
Seller

The certificates represent interests in the Sears Credit Account Master Trust II. The certificates are not obligations of Sears, Roebuck and Co., Sears National Bank, SRFG, Inc. or any of their affiliates. Neither the certificates nor the underlying credit accounts or receivables are insured or guaranteed by any governmental agency.

This series term sheet contains structural and collateral information about the certificates; however, this series term sheet does not contain complete information about the certificates. The information in this series term sheet is preliminary and will be superseded by the information contained in the prospectus supplement and the prospectus. The prospectus supplement and the prospectus will contain additional information not set forth in this series term sheet. You should read both the prospectus supplement and the prospectus.

This series term sheet is not an offer to sell any security, nor is it a solicitation of an offer to buy any security. Sears and SRFG may not offer or sell the certificates in any state where the offer or sale is prohibited. Sears and SRFG may not sell you any of the certificates unless you have received both the prospectus supplement and the prospectus.

Underwriters of the Class A Certificates

Merrill Lynch & Co.
Bear, Stearns & Co. Inc.
Credit Suisse First Boston
Deutsche Banc Alex. Brown
Lehman Brothers
Morgan Stanley Dean Witter

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This series term sheet will be superseded in its entirety by the information appearing in the prospectus supplement, the prospectus and the Series 2001-2 Supplement to the Pooling and Servicing Agreement.

The Trust  Sears Credit Account Master Trust II.
The Certificates  $500,000,000 Floating Rate Class A Master Trust Certificates, Series 2001-2.

$40,500,000 Floating Rate Class B Master Trust Certificates, Series 2001-2. SRFG reserves the right to retain the Class B certificates.

Seller Retained Certificates  $88,500,000 Class C Master Trust Certificates, Series 2001-2. SRFG will retain the Class C certificates. You may not purchase them in this offering.
Interest on the Certificates  Class A certificates: one month LIBOR + ____% per year.

Class B certificates: one month LIBOR + ____% per year.

The trustee will calculate interest on the certificates on the basis of the actual number of days elapsed and a 360-day year.

Interest Payment Dates  The 15th day of each month, or, if not a business day, the next business day, beginning in July 2001.
Principal Payments  The trust is scheduled to pay $500,000,000 of principal on the Class A Certificates on June 15, 2004 or, if not a business day, the next business day.

The trust is scheduled to pay $40,500,000 of principal on the Class B Certificates on July 15, 2004, or if not a business day, the next business day.

Receivables  The aggregate amount of receivables in the trust's accounts as of the last day of April 2001 was $12,120,307,582, consisting of $11,916,624,397 of principal receivables and $203,683,185 of finance charge receivables.
Subordination - Class A Credit Enhancement  The Class B certificates and the Class C certificates will be subordinate to the Class A certificates to the extent described in the prospectus supplement. Subordination of the Class B certificates and Class C certificates provides credit enhancement for the Class A certificates.
Subordination - Class B Credit Enhancement  The Class C certificates will be subordinate to the Class B certificates to the extent described in the prospectus supplement. Subordination of the Class C certificates provides credit enhancement for the Class B certificates.
Series Termination Date  The business day after June 15, 2008, or, if June 15, 2008, is not a business day, the second business day after June 15, 2008. The series termination date is the last day on which the trust will make payments on the certificates.

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ERISA Considerations  Under the regulations issued by the Department of Labor, the trust's assets will not be considered plan assets of any employee benefit plan that holds interests in the Class A certificates if the Class A certificates meet the requirements necessary to be considered publicly-offered securities. One of those requirements is that, upon completion of the public offering of the certificates, at least 100 persons independent of SRFG and each other hold interests in the Class A certificates. The Class A underwriters expect, although they cannot assure you, that at least 100 independent persons will hold interests in the Class A certificates. SRFG also expects that the other requirements will be met so that the Class A certificates will be considered publicly-offered securities. If, however, the Class A certificates do not meet the requirements of a publicly-offered security and the trust's assets are considered to be plan assets of an employee benefit plan, then the prohibited transaction rules of ERISA may apply to certain transactions involving the trust's assets. We do not expect that 100 or more independent persons will hold interests in the Class B certificates. Accordingly, employee benefit plans should consult their own counsel before purchasing Class A or Class B certificates.
Class A Certificate Rating  The trust will issue the Class A certificates only if at least two nationally recognized rating agencies rate the Class A certificates in the highest rating category. The rating agencies base their ratings primarily on the value of the receivables in the trust and the subordination of the Class B certificates and the Class C certificates.
Class B Certificate Rating  Unless SRFG retains the Class B certificates, the trust will issue the Class B certificates only if at least two nationally recognized rating agencies rate the Class B certificates in one of the three highest rating categories. The rating agencies base their ratings primarily on the value of the receivables in the trust and the subordination of the Class C certificates.

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COMPOSITION AND HISTORICAL PERFORMANCE OF THE SEARS PORTFOLIO

The tables below describe the composition and historical performance of the accounts in the Sears portfolio, excluding accounts originated by, and currently owned by, Sears Roebuck de Puerto Rico, Inc., which are not included in the trust. These tables do not necessarily reflect the composition and historical performance of the accounts in the trust. Sears uses different methodologies to calculate the performance characteristics of the accounts in the Sears portfolio than those the trust uses to calculate the performance characteristics of the accounts in the trust.

In 1998, Sears entered into an agreement with Total Systems Services, Inc. ("TSYS") to provide processing services relating to the Sears portfolio, including the receivables in the trust. The new processing system has enabled Sears to change its aging methodology, which, beginning in November 1998, generally has resulted in accounts being considered delinquent earlier and charged off sooner.

Composition of the Sears Portfolio

Composition of Accounts by Credit Limit

The following table summarizes the credit limits for accounts in the Sears portfolio. Sears based this information on accounts with balances at any time in the twenty-four months ended December 31, 2000.

Credit Limit
Percentage of Sears portfolio
as of
December 31, 2000
$ 0 - $ 99 
18.3%
100 - 499 
4.1%
500 - 999 
7.4%
1,000 - 1,499 
6.6%
1,500 - 1,999 
5.6%
2,000 - 2,999 
9.9%
3,000 - 3,999 
13.7%
4,000 and over 
34.4%
 
100.0%

Largest States

The Sears portfolio is not concentrated geographically. As of December 31, 2000, the following five states had the largest receivables balances and number of accounts:
 
 
Sears Portfolio
California
Florida
New York
Pennsylvania
Texas
% of accounts 
10.6%
6.7%
6.6%
5.7%
6.2%
% of balances 
10.8%
7.3%
6.1%
5.1%
8.0%

No other state accounted for more than 5% of the number of accounts in the Sears portfolio or 5% of the balances as of December 31, 2000.

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Seasoning

More than 60% of the accounts in the Sears portfolio were at least five years old as of December 31, 2000. The ages of accounts in the Sears portfolio were distributed as follows:

Age of Accounts
Percentage of Sears portfolio
as of December 31, 2000
Up to 1 year 
9.2%
1 year up to 2 years
8.3%
2 years up to 3 years 
5.8%
3 years up to 4 years 
5.7%
4 years up to 5 years 
9.1%
5 years up to 10 years 
23.1%
10 years and older 
38.8%
 
100.0%

Sears based this information on accounts with balances at any time in the twenty-four months ended December 31, 2000.

Summary Yield Information
The accounts in the Sears portfolio had the following annualized aggregate monthly yields:
 
Three months
ended 
April 30, 2001
Twelve months 
ended
April 30 2001
2000
1999
1998
Aggregate monthly yield 
19.15%
19.70%
20.06%
20.03%
20.59%

Aggregate monthly yield is the unweighted average of monthly yields annualized for each period shown. Sears calculates these monthly yields by dividing:

  • monthly finance charges and late fees minus estimated accumulated finance charges and late fees billed to accounts charged-off in that month; by

  •  
  • the balance outstanding as of the beginning of the month.
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Summary Charge-Off Information

The accounts in the Sears portfolio had the following annualized gross charge-off and recoveries percentages:


 
 

 

Three months
ended
April 30, 2001
Twelve months
ended 
April 30, 2001
2000
1999
1998
Gross charge-offs as a % of balances 
6.62%
6.74%
6.91%
8.16%
8.82%
Recoveries as a % of balances 
1.63%
1.74%
1.75%
1.69%
1.35%
Net charge-offs as a % of balances 
4.99%
5.00%
5.16%
6.47%
7.47%

All rates shown are unweighted averages of monthly rates annualized for each period shown. Sears calculates these monthly rates by dividing:

  • either (i) the amount of charged-off receivables for that month minus estimated accumulated finance charges and late fees billed to those accounts, or (ii) the amount of recoveries for that month, as applicable; by

  •  
  • the balance outstanding as of the beginning of the month.
Summary Delinquency Aging Information
The following table provides delinquency profiles based on monthly percentages for the accounts in the Sears portfolio. Percentages for 1998 include only results from the Sears proprietary system. Percentages for 1999 and subsequent periods include only results from the TSYS system. Because the TSYS system enabled Sears to change its methodologies for calculating delinquency percentages, data for 1999 and subsequent periods are not comparable to data for 1998.
 
Twelve months
ended 
April 30, 2001
2000
1999
1998
Delinquencies as a % of balances         
60-89 days past due 
1.92%
1.90%
2.01%
1.99%
90-119 days past due 
1.51%
1.48%
1.55%
1.53%
120 days or more past due 
4.10%
4.10%
4.35%
3.46%
Total delinquencies
7.53%
7.48%
7.91%
6.98%

The TSYS delinquency data reported in the rows above reflect accounts for which the customer has failed to make a required payment in the last three, four, and five or more billing cycles, respectively. Sears calculates these delinquencies reported for accounts processed under TSYS by dividing delinquencies at the end of each month by balances at the end of each month.

The proprietary system delinquency data reported in the rows above reflect the percentage of account balances for which the cumulative past due amount was three, four, and five or more times, respectively, the scheduled minimum monthly payment. Delinquencies reported under the proprietary system were calculated by dividing delinquencies as of the end of each billing cycle by balances at the beginning of that month.

Summary Payment Rate Information

The accounts in the Sears portfolio had the following monthly payment rates:


 
 

Payment Rates

Twelve months 
ended 
April 30, 2001
2000
1999
1998
Average Monthly Rate 
7.21%
7.03%
6.78%
6.51%
         
Highest Monthly Rate 
8.45%
7.64%
7.42%
6.89%
Lowest Monthly Rate 
6.72%
6.72%
6.35%
6.15%

Sears calculates these payment rates by dividing:

  • cash received during each month; by

  •  
  • the balance outstanding as of the beginning of that month.
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