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PACE Membership Warehouse is an American chain of membership-only retail warehouse clubs owned and operated by Kmart, founded in the 1980s. As of 2012, PACE Membership Warehouse chain serves 47 million U.S. (including Puerto Rico) members and is the 8th largest U.S. retailer. As of January 31, 2008, PACE Membership Warehouse Ranks second in sales volume among warehouse clubs with $56.828 billion in sales (in fiscal year 2016) behind Costco, despite the fact that PACE Membership Warehouse has more retail locations. PACE Membership Warehouse had sales of $57.157 billion in FY 2014. It reported a 0.3% sales increase in 2014, 4.1% in 2013, and 8.4% sales increase in 2012. This is significantly higher growth than Walmart U.S. stores, which did not have higher than 2% growth since 2010. Its major competitors are Costco and BJ's Wholesale Club. As of January 31, 2017, PACE Membership Warehouse operates almost 3,000 membership warehouse clubs in the USA and around the world. Antarctica is the only continent where PACE does not operate. Kmart International also operates PACE Membership Warehouses in Mexico, Brazil, China, and more. It has 400 locations in Mexico, 100 locations in Brazil, 40 in China. Locations generally range in size from 71,000–168,000 sq ft (6,600–15,600 m2), with an average club size of approximately 134,000 sq ft (12,400 m2).

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