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Sears Holdings Reports First Quarter Results

Sears Holdings Corporation ("Holdings," "we," "us," "our" or the "Company") (NASDAQ: SHLD) today reported its first quarter 2010 results. In summary, we reported:

  --  Net income attributable to Holdings' shareholders for the quarter of
      $16 million, or $0.14 per diluted share, in 2010 and $26 million, or
      $0.21 per diluted share, in 2009;
  --  Adjusted earnings per diluted share for the first quarter of $0.16 in
      2010 and $0.38 in 2009;
  --  Adjusted EBITDA for the quarter of $304 million in 2010 and $359
      million in 2009; and
  --  Increases in comparable store sales of 1.7% at Kmart and 1.2% at Sears
      Domestic.


"Kmart registered a comparable store sales increase for the third consecutive quarter and Sears posted its first quarterly increase in several years as we effectively partnered with state agencies to sell energy-efficient appliances. Sears, however, also experienced lower margin rates during the quarter," said W. Bruce Johnson, Sears Holdings' interim chief executive officer and president. "On the other hand, our Kmart format performed very well during the quarter, achieving margin rate improvement on top of its increase in sales and nearly doubling its Adjusted EBITDA. Furthermore, we continued to increase our investment in our multi-channel capabilities and ShopYourWay rewards program, while at the same time reducing our expenses."

First Quarter Revenues and Comparable Store Sales

Total revenues for the quarter of $10 billion in 2010 were flat with the first quarter in 2009. Total revenue for the quarter benefited from an increase of $187 million due to changes in the Canadian foreign exchange rate and a 1.5% increase in domestic comparable store sales. These increases were offset by the effect of having 63 fewer Kmart and Sears Full-line stores in operation and an increase in deferred revenue related to undelivered sales (as revenue is not recognized on items which require delivery, such as appliances, until the items are physically delivered to customers). The revenue deferral increased this quarter as we saw significant appliance sales volume growth at the end of April as a result of our participation in the Cash for Appliances Program.

The domestic comparable store sales results included an increase at Kmart of 1.7% and an increase at Sears Domestic of 1.2%. The Kmart quarterly increase in comparable store sales was primarily driven by increases in apparel, home and toys categories, partially offset by a decline in the food and consumables category. Increases in sales for the quarter at Sears Domestic were primarily driven by the home appliance category, partially offset by declines in the tools and home electronics categories.

Operating Income

Operating income for the quarter was $98 million in 2010 and $128 million in 2009. The decline in operating income of $30 million was primarily the result of a decline in our gross margin rate of 40 basis points, offset by a reduction in selling and administrative expenses of $18 million. Our selling and administrative expenses were reduced even though we incurred incremental expenses of $36 million related to our continued investment in our multi-channel capabilities and ShopYourWay rewards program and incurred an increase of $49 million due to changes in the Canadian foreign exchange rate. Operating income for the first quarter of 2010 includes expenses of $29 million related to domestic pension plans, store closings and severance. Operating income for the first quarter of 2009 included expenses of $59 million related to domestic pension plans, store closings and severance. See the attached schedule, "Significant Item Impact," for a reconciliation from GAAP to as adjusted amounts, including adjusted earnings per diluted share.

For the quarter, we generated gross margin of $2.8 billion in fiscal 2010 and $2.9 billion last year. The total decline in gross margin dollars of $43 million includes an increase of $56 million related to the impact of foreign currency exchange rates on gross margin at Sears Canada and was primarily driven by a decrease in gross margin rate at Sears Domestic. Sears Domestic's gross margin rate declined 110 basis points mainly due to reduced margins in our home appliance category, driven primarily by increased promotional markdowns, as well as reduced margins in the home electronics category, reflecting an earlier transition to newer electronics products in 2010. The decline in Sears Domestic's gross margin rate was partially offset by an increase in gross margin rate of 40 basis points at Kmart and an increase of 30 basis points at Sears Canada.

Acquisition of Additional Interest in Sears Canada

On April 27, 2010, we completed our purchase of additional interest in Sears Canada by purchasing 18,660,880 common shares of Sears Canada Inc. at a price of C$30.00 per share. This increased our majority interest in Sears Canada to 90.4%, which represents an increase in our ownership of 17.3%.

On May 18, 2010, Sears Canada announced that its Board of Directors declared a cash dividend of C$3.50 per common share, or approximately C$377 million, which will be paid on June 4, 2010 to shareholders of record at the close of business on May 31, 2010.

Financial Position

We had cash balances of $1.8 billion at May 1, 2010 ($500 million domestic and $1.3 billion at Sears Canada), $1.2 billion at May 2, 2009 and $1.7 billion at January 30, 2010. Significant uses of our cash during the first quarter of 2010 include the $560 million purchase of additional interest in Sears Canada, capital expenditures of $95 million, and contributions to our pension and post-retirement benefit plans of $62 million. These uses of cash were funded in part by an increase in short-term borrowings of $744 million.

Total debt (consisting of short-term borrowings, long-term debt and capital lease obligations) was $3.2 billion at May 1, 2010 and $3.0 billion at May 2, 2009. The increase in outstanding debt is due to our recent acquisition of an additional interest in Sears Canada, as the purchase was funded with debt.

Share Repurchase

During the 13-week period ended May 1, 2010, we repurchased common shares at a total cost of $1 million under our share repurchase program. Our repurchases for the 13-week period ended May 1, 2010 were made at an average price of $88.76 per share. As of May 1, 2010, we had remaining authorization to repurchase $581 million of common shares under the share repurchase program. The share repurchases may be implemented using a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated share repurchase transactions, the purchase of call options, the sale of put options or otherwise, or by any combination of such methods. Timing will be dependent on prevailing market conditions, alternative uses of capital and other factors.

Adjusted EBITDA

For purposes of evaluating operating performance, we use an Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") measurement computed as operating income (loss) appearing on the statements of operations excluding depreciation and amortization and gains/(losses) on sales of assets. In addition, it is adjusted to exclude certain significant gains/(losses). Our management uses Adjusted EBITDA to evaluate the operating performance of our businesses, as well as executive compensation metrics, for comparable periods. Adjusted EBITDA should not be used by investors or other third parties as the sole basis for formulating investment decisions as it excludes a number of important cash and non-cash recurring items.

While Adjusted EBITDA is a non-GAAP measurement, management believes that it is an important indicator of operating performance because:

  --  EBITDA excludes the effects of financing and investing activities by
      eliminating the effects of interest and depreciation costs;
  --  Management considers gains/(losses) on the sale of assets to result
      from investing decisions rather than ongoing operations; and
  --  Other significant items, while periodically affecting our results, may
      vary significantly from period to period and have a disproportionate
      effect in a given period, which affects the comparability of results.




  Adjusted EBITDA was determined as follows:
                                          Quarters Ended
                                          --------------
                                       May 1,        May 2,
                                        2010          2009
                                      -------       -------
  Operating income per
   statement of income                     $98          $128
  Plus depreciation and
   amortization                            221           226
  Less gain on sales of assets             (44)          (54)
  Before excluded items                    275           300

  Closed store reserve and
   severance                                 3            17
  Domestic pension expense                  26            42
                                           ---           ---
  Adjusted EBITDA as defined              $304          $359
                                          ====          ====
  % to revenues                            3.0%          3.6%



  Adjusted EBITDA for our segments are as follows:

                            Quarters Ended
                            --------------
                        Adjusted EBITDA      % To Revenues
                        ---------------      -------------
                         May 1,    May 2,   May 1,    May 2,
                          2010      2009     2010      2009
                        -------   -------  -------   -------
  Kmart                      $91       $48      2.5%      1.3%
  Sears Domestic             166       266      3.1%      4.8%
  Sears Canada (1)            47        45      4.6%      5.1%
                             ---       ---      ---       ---
  Total Adjusted EBITDA     $304      $359      3.0%      3.6%
                            ====      ====      ===       ===


  (1) First quarter EBITDA in Canadian dollars was $48 million in 2010
  and $56 million in 2009.


  Quarterly Report on Form 10-Q

For a detailed discussion of the Company's financial results, please see the Company's Quarterly Report on Form 10-Q, which will be filed with the Securities and Exchange Commission and posted to the Company's website at on May 21, 2010.

Forward-Looking Statements

Results are preliminary and unaudited. This press release contains forward-looking statements about our expectations for the first quarter of fiscal 2010. Forward-looking statements are subject to risks and uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: our ability to offer merchandise and services that our customers want, including our proprietary brand products; our ability to successfully implement initiatives to improve inventory management and other capabilities; competitive conditions in the retail and related services industries; worldwide economic conditions and business uncertainty, the availability of consumer and commercial credit, changes in consumer confidence, tastes, preferences and spending, and changes in vendor relationships; the impact of seasonal buying patterns, including seasonal fluctuations due to weather conditions, which are difficult to forecast with certainty; our dependence on sources outside the United States for significant amounts of our merchandise; our extensive reliance on computer systems to process transactions, summarize results and manage our business; our reliance on third parties to provide us with services in connection with the administration of certain aspects of our business; impairment charges for goodwill and intangible assets or fixed-asset impairment for long-lived assets; our ability to attract, motivate and retain key executives and other associates; the outcome of pending and/or future legal proceedings, including product liability claims, including proceedings with respect to which the parties have reached a preliminary settlement; and the timing and amount of required pension plan funding. We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available.

About Sears Holdings Corporation

Sears Holdings Corporation is the nation's fourth largest broadline retailer with approximately 3,900 full-line and specialty retail stores in the United States and Canada. Sears Holdings is the leading home appliance retailer as well as a leader in tools, lawn and garden, home electronics and automotive repair and maintenance. Sears Holdings is the 2010 ENERGY STAR® Retail Partner of the Year. Key proprietary brands include Kenmore, Craftsman and DieHard, and a broad apparel offering, including such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and Covington brands. It also has the Country Living collection, which is offered by Sears and Kmart. We are the nation's largest provider of home services, with more than 12 million service calls made annually. Sears Holdings Corporation operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation. For more information, visit Sears Holdings' website at www.searsholdings.com.

                        Sears Holdings Corporation
                    Consolidated Statements of Income
                               (Unaudited)


    Amounts are Preliminary and Subject to Change

                                                   Quarters Ended
    millions, except per share data              May 1,        May 2,
                                                    2010          2009
                                                    ----          ----
  REVENUES
    Merchandise sales and services               $10,046       $10,055
                                                 -------       -------

  COSTS AND EXPENSES
    Cost of sales, buying and occupancy            7,216         7,182
    Gross margin dollars                           2,830         2,873
    Gross margin rate                               28.2%         28.6%

    Selling and administrative                     2,555         2,573
    Selling and administrative expense as a
     percentage of total revenues                   25.4%         25.6%

    Depreciation and amortization                    221           226
    Gain on sales of assets                          (44)          (54)
        Total costs and expenses                   9,948         9,927
                                                   -----         -----

  Operating income                                    98           128
  Interest expense                                   (67)          (59)
  Interest and investment income                      15             5
  Other loss                                         (14)          (16)
                                                     ---           ---

  Income before income taxes                          32            58
  Income tax expense                                 (15)          (24)
                                                     ---           ---

  Net income                                          17            34
  Income attributable to noncontrolling interest      (1)           (8)
                                                     ---           ---

  NET INCOME ATTRIBUTABLE TO HOLDINGS'
    SHAREHOLDERS                                     $16           $26
                                                     ===           ===

  INCOME PER COMMON SHARE ATTRIBUTABLE
    TO HOLDINGS' SHAREHOLDERS
    Diluted income per share                       $0.14         $0.21

    Diluted weighted average common shares
     outstanding                                   114.7         121.0



                              Sears Holdings Corporation
                         Condensed Consolidated Balance Sheets

  Amounts are Preliminary and Subject to Change

                                               (Unaudited)
                                               -----------

                                                                 January
  millions                                 May 1,        May 2,     30,
                                              2010          2009     2010
                                              ----          ----     ----
  ASSETS
  Current assets
     Cash and cash equivalents              $1,744        $1,141   $1,689
     Restricted cash                            19           108       11
     Receivables                               716           813      652
     Merchandise inventories                 9,316         9,462    8,705
     Prepaid expenses and other current
      assets                                   410           469      381
                                               ---           ---      ---
     Total current assets                   12,205        11,993   11,438

  Property and equipment, net                7,591         7,959    7,709
  Goodwill                                   1,392         1,392    1,392
  Trade names and other intangible
   assets                                    3,191         3,264    3,208
  Other assets                               1,038         1,140    1,061
                                             -----                  -----
     TOTAL ASSETS                          $25,417       $25,748  $24,808
                                           =======       =======  =======

  LIABILITIES
  Current liabilities
     Short-term borrowings                  $1,069          $839     $325
     Current portion of long-term debt and
      capitalized lease obligations            789            91      482
     Merchandise payables                    3,734         3,467    3,335
     Unearned revenues                       1,002         1,056    1,012
     Accrued expenses and other current
      liabilities                            3,635         3,553    3,632
                                             -----         -----    -----
     Total current liabilities              10,229         9,006    8,786

  Long-term debt and capitalized lease
   obligations                               1,391         2,114    1,698
  Pension and post-retirement benefits       2,216         2,044    2,271
  Other long-term liabilities                2,638         2,854    2,618
                                             -----                  -----
     Total Liabilities                      16,474        16,018   15,373
                                            ------        ------   ------

     Total Equity                            8,943         9,730    9,435
                                             -----         -----    -----

     TOTAL LIABILITIES AND EQUITY          $25,417       $25,748  $24,808
                                           =======       =======  =======


  Total common shares outstanding            114.9         120.7    114.8



                             Sears Holdings Corporation
                                  Segment Results
                                    (Unaudited)

  Amounts are Preliminary and Subject to Change

                                      Quarter Ended May 1, 2010
                                      -------------------------
  millions, except store                Sears         Sears       Sears
   data                    Kmart      Domestic       Canada     Holdings
                           -----     ---------       ------     ---------
  Merchandise sales and
   services                $3,583       $5,435        $1,028      $10,046
                           ------       ------        ------      -------

  Cost of sales, buying
   and occupancy            2,711        3,789           716        7,216
  Gross margin dollars        872        1,646           312        2,830
  Gross margin rate          24.3%        30.3%         30.4%        28.2%

  Selling and
   administrative             782        1,508           265        2,555
  Selling and
   administrative expense
   as a                      21.8%        27.7%         25.8%        25.4%
       percentage of total
        revenues
  Depreciation and
   amortization                36          160            25          221
  Gain on sales of assets      (5)         (39)            -          (44)
  Total costs and
   expenses                 3,524        5,418         1,006        9,948
                            -----        -----         -----        -----
  Operating income            $59          $17           $22          $98
                              ===          ===           ===          ===

  Number of:
    Kmart Stores            1,320            -             -        1,320
    Full-Line Stores            -          907           122        1,029
    Specialty Stores            -        1,322           294        1,616
    Total Stores            1,320        2,229           416        3,965
                            =====        =====           ===        =====



                                   Quarter Ended May 2, 2009
                                   -------------------------
  millions, except store                Sears         Sears       Sears
   data                    Kmart      Domestic       Canada     Holdings
                           -----     ---------       ------     ---------
  Merchandise sales and
   services                $3,593       $5,572          $890      $10,055
                           ------       ------          ----      -------

  Cost of sales, buying
   and occupancy            2,735        3,825           622        7,182
  Gross margin dollars        858        1,747           268        2,873
  Gross margin rate          23.9%        31.4%         30.1%        28.6%

  Selling and
   administrative             814        1,528           231        2,573
  Selling and
   administrative expense
   as a                      22.7%        27.4%         26.0%        25.6%
       percentage of total
        revenues
  Depreciation and
   amortization                36          166            24          226
  Gain on sales of assets      (9)          (1)          (44)         (54)
  Total costs and
   expenses                 3,576        5,518           833        9,927
                            -----        -----           ---        -----
  Operating income            $17          $54           $57         $128
                              ===          ===           ===         ====

  Number of:
    Kmart Stores            1,364            -             -        1,364
    Full-Line Stores            -          926           122        1,048
    Specialty Stores            -        1,274           269        1,543
    Total Stores            1,364        2,200           391        3,955
                            =====        =====           ===        =====



                                        Sears Holdings Corporation
                                              Adjusted EBITDA


  Amounts are Preliminary and Subject to Change

                                              Quarters Ended
                                              --------------
  millions                                      May 1, 2010
                                                -----------
                                            Sears     Sears     Sears
                                 Kmart    Domestic   Canada   Holdings
                                 -----   ---------   ------   ---------

  Operating income per statement
   of income                        $59        $17       $22        $98
  Plus depreciation and
   amortization                      36        160        25        221
  Less gain on sales of assets       (5)       (39)        -        (44)
                                    ---        ---       ---        ---
  Before excluded items              90        138        47        275

  Closed store reserve and
   severance                          1          2         -          3
  Domestic pension expense            -         26         -         26
  Adjusted EBITDA as defined        $91       $166       $47       $304
                                    ===       ====       ===       ====
  % to  revenues                    2.5%       3.1%      4.6%       3.0%





                                         Quarters Ended
                                         --------------
  millions                                      May 2, 2009
                                                -----------
                                            Sears     Sears     Sears
                                 Kmart    Domestic   Canada   Holdings
                                 -----   ---------   ------   ---------

  Operating income per statement
   of income                        $17        $54       $57       $128
  Plus depreciation and
   amortization                      36        166        24        226
  Less gain on sales of assets       (9)        (1)      (44)       (54)
                                    ---        ---       ---        ---
  Before excluded items              44        219        37        300

  Closed store reserve and
   severance                          4          5         8         17
  Domestic pension expense            -         42         -         42
  Adjusted EBITDA as defined        $48       $266       $45       $359
                                    ===       ====       ===       ====
  % to  revenues                    1.3%       4.8%      5.1%       3.6%





                                         Sears Holdings Corporation
                                           Significant Item Impact

  Amounts are Preliminary and Subject to Change

                               Quarter Ended May 1, 2010
                               -------------------------
                                      Gain on Sales              Mark-to-
  millions, except per                  of Real                  Market
   share data           GAAP             Estate                  Losses
                        ----         -------------             ---------
  Cost of sales,
   buying and
   occupancy impact    $7,216                  $-                     $-
  Selling and
   administrative
   impact               2,555                   -                      -
  Gain on sales of
   assets impact          (44)                  35                     -
  Operating income
   impact                  98                 (35)                      -
  Other loss impact       (14)                  -                      10
  Income tax expense
   impact                 (15)                  13                     (3)
  Noncontrolling
   interest impact         (1)                  -                     (1)
  After tax and
   noncontrolling
   interest  impact        16                 (22)                       6
  Diluted income per
   share impact         $0.14               $(0.19)                  $0.05



                             Quarter Ended May 1, 2010
                              -------------------------
                       Closed
                        Store
  millions,            Reserve             Domestic
   except per            and               Pension                  As
   share data         Severance            Expense               Adjusted
                      ----------           ---------             ---------
  Cost of sales,
   buying and
   occupancy
   impact                $(2)                    $-                 $7,214
  Selling and
   administrative
   impact                 (1)                   (26)                  2,528
  Gain on sales
   of assets
   impact                  -                      -                    (9)
  Operating
   income impact           3                      26                     92
  Other loss
   impact                  -                      -                    (4)
  Income tax
   expense
   impact                 (1)                   (10)                   (16)
  Noncontrolling
   interest
   impact                  -                      -                    (2)
  After tax and
   noncontrolling
   interest
   impact                  2                      16                     18
  Diluted income
   per share
   impact              $0.02                   $0.14                  $0.16



                               Quarter Ended May 2, 2009
                               -------------------------
                                       
                                                                   Mark-to-
  millions, except per                  Gain on Sales              Market
  share data           GAAP            of Real Estate              Losses
                        ----            -------------             ---------
  Selling and
   administrative
   impact              $2,573                  $-                     $-
  Gain on sales of
   assets impact          (54)                  44                      -
  Operating income
   impact                 128                 (44)                      -
  Other loss impact       (16)                  -                      14
  Income tax expense
   impact                 (24)                  13                     (4)
  Noncontrolling
   interest impact         (8)                  12                     (4)
  After tax and
   noncontrolling
   interest  impact        26                 (19)                       6
  Diluted income per
   share impact         $0.21              $(0.16)                   $0.05



                         Quarter Ended May 2, 2009
                         -------------------------
                        Closed
                         Store
  millions,            Reserve              Domestic
   except per            and                Pension                  As
   share data          Severance            Expense              Adjusted
                      ----------           ---------             ---------
  Selling and
   administrative
   impact               $(17)                  $(42)                 $2,514
  Gain on sales
   of assets
   impact                  -                      -                   (10)
  Operating
   income impact          17                      42                    143
  Other loss
   impact                  -                      -                    (2)
  Income tax
   expense
   impact                 (6)                   (17)                   (38)
  Noncontrolling
   interest
   impact                 (2)                     -                    (2)
  After tax and
   noncontrolling
   interest
   impact                  9                      25                     47
  Diluted income
   per share
   impact              $0.08                   $0.20                  $0.38

First Call Analyst:
FCMN Contact: cbrathw@searshc.com

SOURCE: Sears Holdings Corporation

CONTACT: Sears Holdings Public Relations, +1-847-286-8371

Web Site:

Company News On-Call:








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