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Kmart Holding Corporation Reports Third Quarter 2003 Results

Net loss narrows; margin, operating costs improve Zero borrowing level sustained through peak buying season

Kmart Holding Corporation (NASDAQ: KMRT) announced today the Company's financial results for the third quarter of fiscal 2003.

For the 13 weeks ended October 29, 2003, Kmart Holding Corporation (Kmart) reported a net loss of $23 million, or ($0.26) per share. Kmart Corporation reported a net loss of $383 million for the 13 weeks ended October 30, 2002(1).

Loss before interest, reorganization items, income taxes and discontinued operations was $10 million for the third quarter of 2003, versus a loss of $328 million in the same period a year ago.

Net sales for the 13 weeks ended October 29, 2003, were $5.092 billion, a decrease of 21.2 percent from $6.459 billion a year ago. On a same-store basis, sales declined 8.6 percent for the third quarter of 2003, compared to the third quarter of 2002. The decrease in same-store sales is due primarily to the year-over-year comparison with several Company-wide promotional events that were taking place a year ago, and the reduction in the frequency of mid- week advertising circulars in the current year. The decrease in total sales is attributable to the decrease in same-store sales and the closure of 316 stores during the first quarter of fiscal 2003.

Julian C. Day, President and Chief Executive Officer of Kmart, said: "We continue to actively manage our business in a disciplined fashion steadily increasing our margin realization, reducing operating costs, enhancing the productivity of our assets and improving the overall store experience for our customers. Our focus on profitable sales and a consequent reduction in losses from clearance sales and promotional events resulted in a decrease in same- store sales in the third quarter. The actions we have taken to drive profitability contributed to a mid-teens decline in November same-store sales, but allowed us to operate the Company profitably in November 2003." Last year the Company reported a loss for November (neither period included the Thanksgiving Holiday weekend).

As of October 29, 2003, Kmart had approximately $0.9 billion in cash and cash equivalents, and borrowing availability of approximately $1.6 billion on its $2 billion credit facility inclusive of outstanding letters of credit. In light of its favorable liquidity position, the Company has since voluntarily reduced the size of its credit facility to $1.5 billion to reduce the overall cost of the facility.

Day added, "The strength of our liquidity position is especially noteworthy, as we have progressed through the peak buying period for the holiday season with no direct borrowings drawn from our credit facility. In fact, at our point of lowest liquidity, the Company had over $800 million in cash and cash equivalents."

Gross margin increased $61 million to $1.167 billion, for the 13 weeks ended October 29, 2003, from $1.106 billion for the 13 weeks ended October 30, 2002. Gross margin, as a percentage of sales, increased to 22.9 percent for the 13 weeks ended October 29, 2003, from 17.1 percent for the comparable period in the prior year. The overall improvement in gross margin rate is primarily attributable to lower distribution costs as a result of the Company's in-sourcing of pantry, food and consumable products, lower depreciation expense resulting from impairment charges taken while operating in bankruptcy and as a result of the write-off of long-lived assets in conjunction with the application of Fresh-Start accounting. A lower rate of inventory shrinkage, supplier cost reductions and an improved sales mix stemming from a significant decrease in promotional sales events and mid-week circulars also contributed to the margin improvement. Gross margin also benefited from the reclassification of co-op advertising recoveries recorded in Cost of sales, buying and occupancy in 2003, as required under generally accepted accounting principles. These improvements in the gross margin rate were partially offset by the impact of clearance markdowns.

Selling, general and administrative expenses (SG&A), which includes advertising costs (net of co-op recoveries of $108 million in 2002), decreased $270 million to $1.178 billion for the 13 weeks ended October 29, 2003 compared to $1.448 billion for the 13 weeks ended October 30, 2002. The decrease in SG&A is primarily due to the reduction of the Company's store base after closing 316 stores during the first quarter of fiscal 2003, as well as a decrease in payroll and other related expenses from corporate headquarters' cost reduction initiatives. In addition, lower depreciation expense resulting from impairment charges taken while operating in bankruptcy and the write-off of long-lived assets in conjunction with Fresh-Start accounting combined with a decrease in advertising expense contributed to the improvement in SG&A expenses. Collectively, these reductions were partially offset by the impact of the reclassification of co-op recoveries, as discussed above. SG&A, as a percentage of sales, increased to 23.1 percent for the 13 weeks ended October 29, 2003, from 22.4 percent for the comparable period in the prior year. As a percent of sales, the increase is due primarily to the reclassification of co- op advertising recoveries as discussed above.

  Disclosure of Financial Information in Accordance with Regulation FD

  Year-to-date Adjusted EBITDA

Year-to-date Adjusted EBITDA (Year-to-date earnings before interest, taxes, depreciation, amortization, reorganization costs, fresh start valuation charges, restructuring, impairment and other charges and other bankruptcy- related items) was $166 million. Disclosure of Year-to-date Adjusted EBITDA is being made for purposes of communicating to employees year-to-date performance results as compared to the performance goals outlined in the Company's incentive compensation program, and accordingly, to comply with the disclosure requirements under Regulation FD.

Year-to-date Adjusted EBITDA is a non-GAAP financial measure. Year-to- date Adjusted EBITDA is not the same as EBITDA defined in Kmart's credit facility. Year-to-date Adjusted EBITDA is a Company-defined metric used solely by Kmart's management for the administration of the Company's incentive compensation program for eligible employees. Year-to-date Adjusted EBITDA is not a measure or indicator of the overall financial condition or performance of Kmart and should not be used by investors as a basis for formulating investment decisions. Set forth below and as required under Regulation G, is a reconciliation of the Condensed Consolidated Statements of Operations to Year-to-date Adjusted EBITDA:

  Net loss for the 13 weeks ended October 29, 2003 (Successor)         $(23)
  Net loss for the 13 weeks ended July 30, 2003 (Successor)              (5)
  Net loss for the 13 weeks ended April 30, 2003 (Predecessor)         (862)
                                                                       (890)

  Year-to-date adjustments to reconcile Net Loss for the
   26 weeks ended October 29, 2003 and the 13 weeks ended
   April 30, 2003 to year-to-date adjusted EBITDA:
              Discontinued operations                                    10
              Interest expense, net                                     102
              Benefit from income taxes                                 (21)
              Depreciation and amortization                             141
              Reorganization items, net                                 769
              Restructuring, impairment and other charges                37
              Post-emergence bankruptcy-related items, net               27
              Other                                                       1

  Year-to-date adjusted EBITDA                                         $166


             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (Dollars in millions, except per share data)
                               (Unaudited)

                               Successor  Prede- Successor  Prede-    Prede-
                                          cessor            cessor    cessor
                                Company  Company  Company  Company   Company
                               13-Weeks 13-Weeks 26-Weeks 13-Weeks  39-Weeks
                                  Ended    Ended    Ended    Ended     Ended
                                October  October  October    April   October
                               29, 2003  30, 2002 29, 2003 30, 2003 30, 2002

     Sales                         $5,092  $6,459  $10,744  $6,181  $20,823
     Cost of sales, buying and
      occupancy                     3,925   5,353    8,344   4,762   17,784
     Gross margin                   1,167   1,106    2,400   1,419    3,039

     Selling, general and
      administrative expenses       1,178   1,448    2,401   1,421    4,653
     Restructuring, impairment and
      other charges                     -      (6)       -      37        8
     Equity income in
      unconsolidated subsidiaries      (1)     (8)      (3)     (7)     (27)
     (Loss) income before interest,
      reorganization items, income
      taxes and discontinued
      operations                      (10)   (328)       2     (32)  (1,595)
     Interest expense, net             24      37       45      57      102
     Reorganization items, net          -       4        -     769      259
     Benefit from income taxes        (11)     (7)     (15)     (6)     (19)
     Loss before discontinued
      operations                      (23)   (362)     (28)   (852)  (1,937)
     Discontinued operations (net
      of income taxes of $0, $0
      and $0, respectively)             -     (21)       -     (10)    (181)
     Net loss                        $(23)  $(383)    $(28)  $(862) $(2,118)

     Basic/diluted loss before
      discontinued operations      $(0.26) $(0.72)  $(0.32) $(1.63)  $(3.85)
     Discontinued operations            -   (0.04)       -   (0.02)   (0.36)
     Basic/diluted net loss per
      common share                 $(0.26) $(0.76)  $(0.32) $(1.65)  $(4.21)

     Basic/diluted weighted
      average shares (millions)      89.6   502.5     89.6   522.7    502.7



                  CONDENSED CONSOLIDATED BALANCE SHEETS
                 (Dollars in millions, except share data)
                               (Unaudited)

                                         Successor         Predecessor
                                          Company            Company
                                        October 29,  January 29, October 30,
                                            2003         2003         2002
     ASSETS
     Current Assets
       Cash and cash equivalents             $941         $613         $381
       Merchandise inventories              4,404        4,825        6,330
       Other current assets                   552          664          687

     Total current assets                   5,897        6,102        7,398

     Property and equipment, net              115        4,892        5,764
     Other assets and deferred charges        105          244          230

     Total Assets                          $6,117      $11,238      $13,392

     LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

     Current Liabilities
       Long-term debt due within one year     $61          $ -          $ -
       Accounts payable                     1,203        1,248        1,825
       Accrued payroll and other
        liabilities                           733          710          691
       Taxes other than income taxes          295          162          306

     Total current liabilities              2,292        2,120        2,822

     Long-term Liabilities
       Long-term debt and mortgages
        payable                                24            -          575
       Capital lease obligations              419          623          660
       Pension obligation                     867            -            -
       Unfavorable operating leases           322            -            -
       Other long-term liabilities            486          181          209

     Total long-term liabilities            2,118          804        1,444

     Total liabilities not subject to
      compromise                            4,410        2,924        4,266

     Liabilities subject to compromise          -        7,969        7,128

     Predecessor Company obligated
      mandatorily redeemable convertible
      preferred securities of a subsidiary
      trust holding solely 7 3/4% convertible
      junior subordinated debentures (redemption
      value $648 and $883, respectively)       -          646          874

     Shareholders' Equity (Deficit)
       Successor Company preferred
        stock 20,000,000 shares
        authorized; no shares outstanding      -            -            -
       Predecessor Company common
        stock $1 par value, 1,500,000,000
        shares authorized; 519,123,988 and
        503,458,279 shares outstanding,
        respectively                           -          519          503
       Successor Company common stock
        $0.01 par value, 500,000,000
        shares authorized; 89,655,445
        shares outstanding                      1            -            -
       Capital in excess of par value       1,735        1,922        1,709
       Treasury stock, at cost                 (1)           -            -
       Accumulated deficit                    (28)      (2,742)      (1,088)
     Total shareholders' equity (deficit)   1,707         (301)       1,124

     Total Liabilities and
      Shareholders' Equity (Deficit)       $6,117      $11,238      $13,392



             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Dollars in millions)
                               (Unaudited)


                                          Successor
                                           Company     Predecessor Company
                                          26-Weeks   13-Weeks     39-Weeks
                                            Ended      Ended        Ended
                                         October 29,  April 30,  October 30,
                                             2003       2003        2002

   Cash Flows From Operating Activities
         Net loss                            $(28)      $(862)     $(2,118)
         Adjustments to reconcile net
          loss to net cash (used for)
          provided by operating activities:
            Restructuring, impairments and
             other charges                      -          44          788
            Reorganization items, net           -         769          278
            Depreciation and amortization      10         177          558
            Equity income in unconsolidated
             subsidiaries                      (3)         (7)         (27)
         Dividends received from Meldisco       -          36           45
         Cash used for store closings
          and other charges                   (11)        (64)        (147)
         Cash used for payments of exit
          costs and other reorganization
          items                              (470)        (19)        (113)
         Change in:
            Inventories                        27         480       (1,202)
            Accounts payable                   43        (117)         859
            Deferred income taxes and taxes
             payable                           (4)        (16)         (23)
            Other assets                      (10)        123           49
            Other liabilities                  50          32          252
   Net cash (used for) provided by
    operating activities                     (396)        576         (801)

   Cash Flows From Investing Activities
          Proceeds from sale of
           property and equipment              93          64           13
          Capital expenditures                (61)         (4)        (206)
   Net cash provided by (used for)
    investing activities                       32          60         (193)

   Cash Flows From Financing Activities
          Proceeds from issuance of debt       60           -            -
          Proceeds from DIP Credit Facility     -           -          245
          Payments on debt                    (36)         (1)         (22)
          Purchase of treasury stock           (3)          -            -
          Debt issuance costs                 (46)          -          (36)
          Payments on capital lease
           obligations                        (29)        (16)         (57)
          Fees paid to Plan Investors         (13)          -            -
          Issuance of common shares           140           -            -
   Net cash provided by (used for)
    financing activities                       73         (17)         130

   Net change in cash and cash equivalents   (291)        619         (864)
   Cash and cash equivalents, beginning
    of period                               1,232         613        1,245
   Cash and cash equivalents, end of
    period                                   $941      $1,232         $381


  Footnote 1:

Upon emergence from bankruptcy on May 6, 2003, Kmart Corporation (Predecessor Company) applied the provisions of Fresh-Start accounting effective as of April 30, 2003, at which time a new reporting entity, Kmart Holding Corporation (Kmart), was deemed to be created. As a result of applying Fresh-Start accounting, the reported historical financial statements of the Predecessor Company for periods ended prior to May 1, 2003 generally are not comparable to those of Kmart. Therefore, comparisons of earnings per share data are not included herein. As referenced within this news release, results of operations for the 13 weeks ended April 30, 2003 and periods ended in fiscal 2002 refer to the Predecessor Company.

About Kmart Holding Corporation

Kmart Holding Corporation (NASDAQ: KMRT) and its subsidiaries (together, "Kmart") is a mass merchandising company that offers customers quality products through a portfolio of exclusive brands that include THALIA SODI, DISNEY, JACLYN SMITH, JOE BOXER, KATHY IRELAND, MARTHA STEWART EVERYDAY, ROUTE 66 and SESAME STREET. Kmart operates more than 1,500 stores in 49 states and is one of the 10 largest employers in the country with 170,000 associates. For more information visit the Company's website at www.kmart.com .

Cautionary Statement Regarding Forward-Looking Information and Other Matters

Statements made by Kmart which address activities, events or developments that we expect or anticipate may occur in the future are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect Kmart's current views with respect to current events and financial performance. Such forward-looking statements are based upon assumptions concerning future conditions that may ultimately prove to be inaccurate and involve risks, uncertainties and factors that could cause actual results to differ materially from any anticipated future results, express or implied, by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, factors relating to Kmart's internal operations and the external environment in which it operates; marketplace demand for the products of Kmart's key brand partners as well as the engagement of appropriate new brand partners; increasing competition from other retailers; Kmart's ability to operate pursuant to its credit facility; outcome of negotiations on collective bargaining agreements and other labor issues with unions representing employees in our distribution centers; Kmart's ability to obtain and maintain normal terms with its vendors, attract and retain customers, obtain and maintain appropriate inventory, implement its business plan and strategies, attract, motivate and/or retain key executives and associates; and other risks detailed in Kmart's Securities and Exchange Commission filings. Kmart undertakes no obligation to release publicly the results of any revisions to these forward-looking statements to reflect events or circumstances after the date such statements were made.

SOURCE: Kmart Holding Corporation

CONTACT: Kmart Media Relations, +1-248-463-1021, or Kmart Investor
Relations, +1-248-463-1040

Web site:








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