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Sears Holdings Reports Third Quarter Results

Sears Holdings Corporation ("Holdings," "we," "us," "our" or the "Company") (NASDAQ: SHLD) today reported its results for the third quarter of 2009. In summary, we reported:

  --  A net loss attributable to Holdings' shareholders for the quarter of
      $127 million ($1.09 per diluted share) as compared to a net loss
      attributable to Holdings' shareholders of $146 million ($1.16 per
      diluted share) in the third quarter of 2008;
  --  Excluding significant items, a net loss attributable to Holdings'
      shareholders for the quarter of $0.81 per diluted share as compared to
      a net loss attributable to Holdings' shareholders of $0.90 per diluted
      share in the third quarter of 2008;
  --  Improvement in domestic Adjusted EBITDA of $14 million for the third
      quarter of 2009 and $128 million for the first nine months of 2009 as
      compared to the prior year periods;
  --  An increase in comparable store sales at Kmart of 0.5% as compared to
      the same quarter in 2008;
  --  An increase in our gross margin rate of 40 basis points to 27.2% for
      the third quarter of 2009 as compared to the same quarter in 2008;
  --  A $101 million reduction in selling and administrative expenses,
      adjusted for significant items discussed below, during the third
      quarter of fiscal 2009 as compared to the same quarter in 2008;
  --  Continued progress in improving our balance sheet, as cash balances
      increased to $1.5 billion from $1.2 billion last year, while our total
      debt was reduced by $678 million (to $3.8 billion) and domestic
      letters of credit were reduced by $194 million (to $803 million) from
      prior year levels; and

  --  A reduction in usage of our revolving line of credit by $837 million
      as compared to November 1, 2008, resulting in total unused borrowing
      capacity of $2 billion at October 31, 2009.


"We saw some encouraging signs of progress in the third quarter. Comparable store sales increased at Kmart and the decline in sales at Sears moderated during the quarter. Additionally, we increased margin rates and reduced selling and administrative expenses by $101 million," said W. Bruce Johnson, Sears Holdings' interim chief executive officer and president. "As we approach this important selling season, we are focused on executing our holiday strategy and meeting our customers' needs."

Third Quarter Revenues and Comparable Store Sales

Total revenues decreased $470 million to $10.2 billion for the 13 weeks ended October 31, 2009, as compared to total revenues of $10.7 billion for the 13 weeks ended November 1, 2008. The decrease was primarily due to lower comparable store sales and 56 fewer Kmart and Sears full-line stores, partially offset by an increase of $42 million due to the impact of foreign currency exchange rates.

Domestic comparable store sales declined 2.3% in the aggregate for the quarter, and included an increase at Kmart of 0.5%, offset by a decline at Sears Domestic of 4.6%. The Kmart quarterly increase in comparable store sales was primarily driven by the toys and home categories, as well as the impact of assuming the operations of its footwear business from a third party effective January 2009. Declines in sales for the quarter at Sears Domestic include decreases in the home appliance, lawn & garden, tools and home electronics categories, although sales in the home appliance category declined to a lesser degree as compared to previous quarters this year.

Operating Loss

Holdings' operating loss was $106 million for the 13 weeks ended October 31, 2009, as compared to an operating loss of $202 million for the 13 weeks ended November 1, 2008. Our operating loss for the third quarter of 2009 includes expenses of $54 million related to domestic pension plans and store closings and severance. Our operating loss for the third quarter of 2008 included a charge of $101 million related to costs associated with store closings and severance, as well as asset impairments, of which $76 million were non-cash items. Excluding these items, our operating loss decreased $49 million and was primarily the result of reductions in selling and administrative expenses, partially offset by lower gross margin dollars given lower overall sales.

For the quarter, we generated $2.8 billion in gross margin as compared to $2.9 billion in the third quarter last year. The total decline in gross margin dollars of $88 million (adjusted for $5 million and $10 million of markdowns recorded in connection with store closings in the third quarters of 2009 and 2008, respectively) was mitigated by an increase of $14 million related to the impact of foreign currency exchange rates on gross margin at Sears Canada. While gross margin dollars declined, we increased our gross margin rate to 27.2% in the third quarter of 2009 as compared to the third quarter of 2008. The increase in our gross margin rate was a result of an increase in gross margin rate of 50 basis points at both Sears Domestic and Kmart, as well as an increase of 30 basis points at Sears Canada. Increases in our gross margin rate are mainly due to improved inventory management, which resulted in lower markdowns taken on spring and summer apparel and home merchandise, as well as improvement in margins for home appliances.

The improvement in our operating results was mainly a result of reductions in selling and administrative expenses of $101 million (adjusted for significant items). Selling and administrative expenses include an increase of $10 million related to the impact of foreign currency exchange rates at Sears Canada and declined mainly as a result of a $31 million reduction in payroll and benefits expense, a $24 million reduction in insurance expense, as well as reductions in various other expense categories.

Significant Items

A number of significant items affected our third quarter results in fiscal 2009 and 2008. Excluding these items, the net loss attributable to Holdings' shareholders for the third quarter of fiscal 2009 would have been $94 million ($0.81 loss per diluted share) as compared to a net loss attributable to Holdings' shareholders of $114 million ($0.90 loss per diluted share) in the third quarter of 2008. Our fiscal 2009 and 2008 third quarter per-share results were impacted by the effects of our share repurchase program (as discussed below), as well as other significant items, including:

  --  charges for costs associated with store closings and severance of $10
      million ($6 million after tax or $0.05 per diluted share) in the third
      quarter of 2009 and $25 million ($15 million after tax or $0.12 per
      diluted share) in the third quarter of 2008;
  --  domestic pension plan expense in the third quarter of 2009 of $44
      million ($28 million after tax or $0.24 per diluted share);
  --  mark-to-market gains on Sears Canada hedge transactions of $2 million
      ($1 million after tax and noncontrolling interest or $0.01 per diluted
      share) in the third quarter of 2009 and $67 million ($29 million after
      tax and noncontrolling interest or $0.23 per diluted share) in the
      third quarter of 2008; and

  --  a charge of $76 million ($46 million after tax or $0.37 per diluted
      share) related to costs associated with asset impairments recorded in
      the third quarter of 2008.


Costs incurred for store closings and severance include charges related to our third quarter 2009 decision to close seven underperforming stores and our third quarter 2008 decision to close 14 underperforming stores. We expect to record an additional charge of approximately $5 million during the fourth quarter of 2009 as the stores we decided to close in the second quarter of 2009 complete operations. Similar to our previous store closings, we expect that these will be additive to earnings given that the closure of these stores eliminates negative cash flows incurred from their operations, and will generate cash from the liquidation of inventory and from other proceeds. The list of stores closed can be found at www.searsmedia.com. We continue to evaluate our business in an effort to improve the operating results of the Company.

As we noted in our first quarter 2009 earnings release, the Company has a legacy pension obligation for past service performed by Kmart and Sears, Roebuck and Co. associates. The annual pension expense included in our financial statements related to these legacy domestic pension plans was relatively minimal in recent years. However, due to the severe decline in the capital markets that occurred in the latter part of 2008 our domestic pension expense will increase by approximately $170 million for the fiscal year 2009. As a result, we present pension expense as a significant item affecting earnings and as a separate line item in our Adjusted EBITDA reconciliation to promote operating performance comparability. We expect domestic pension plan expense in the fourth quarter of 2009 to remain consistent with the first three quarters.

Financial Position

We had cash balances of $1.5 billion at October 31, 2009 (of which $505 million was domestic and $1 billion was at Sears Canada) as compared to $1.2 billion at November 1, 2008 and $1.3 billion at January 31, 2009. The October 31, 2009, November 1, 2008 and January 31, 2009 cash balances excluded $12 million, $94 million and $38 million, respectively, on deposit with The Reserve Primary Fund, a money market fund that has temporarily suspended withdrawals while it liquidates its holdings to generate cash to distribute. Such amounts have been reclassified to the prepaid expenses and other current assets line within our Condensed Consolidated Balance Sheets. Significant uses of our cash during the first three quarters of 2009 include $358 million for share repurchases, contributions to our pension and post-retirement benefit plans of $167 million, capital expenditures of $221 million and debt issuance costs of $81 million. These amounts were offset by short-term borrowings.

Merchandise inventories were $10.8 billion at October 31, 2009 as compared to $11.4 billion at November 1, 2008. Domestic inventory levels declined from $10.5 billion at November 1, 2008 to $9.9 billion at October 31, 2009 due to improved inventory management. Inventory levels at Sears Canada decreased $28 million ($140 million on a Canadian dollar basis), primarily due to improved inventory management.

Total debt (consisting of short-term borrowings, long-term debt and capital lease obligations) at October 31, 2009 was $3.8 billion, as compared to $4.5 billion at November 1, 2008. The decrease in outstanding debt includes a reduction in domestic long-term debt and capital lease obligations of $381 million. Long-term debt of the parent (which excludes the debt of our Sears Canada ($279 million) and Orchard Supply Hardware ($296 million) subsidiaries, which is non-recourse to the parent) is less than $1 billion, with no significant required repayments until 2011.

Total short-term borrowings at October 31, 2009 of $1.6 billion were $322 million lower than our level of borrowings at November 1, 2008 of $1.9 billion. As we enter the holiday selling season, our short-term borrowings reflect amounts borrowed to support increased levels of inventory at the end of the third quarter. In addition to decreasing our total amount of short-term borrowings in the third quarter of 2009, we also altered the mix of our funding to include more borrowings in the commercial paper market. "During the third quarter, we saw heightened interest in our commercial paper, leading us to increase our outstanding commercial paper balance to $337 million," said Mike Collins, senior vice-president and chief financial officer. "The increased level of commercial paper not only reduced our borrowing costs, but also contributed to a greater amount of availability under our revolving line of credit. Overall, our liquidity initiatives enabled us to reduce usage under our revolver by $837 million as compared to the third quarter of 2008."

Share Repurchase

During the 13- and 39- week periods ended October 31, 2009, we repurchased approximately 3.5 million and 6.2 million common shares at a total cost of $224 million and $358 million, respectively, under our share repurchase program. Our repurchases for the 13- and 39- week periods ended October 31, 2009 were made at average prices of $64.30 and $58.05 per share, respectively. As of October 31, 2009, we had remaining authorization to repurchase $147 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). Adjusted EBITDA is used by management to evaluate the operating performance of our businesses 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. Management compensates for this limitation by using GAAP financial measures as well in managing our businesses. 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:

                               13 Weeks Ended           39 Weeks Ended
                               --------------           --------------
                         October 31,  November 1,   October 31,  November 1,
                           2009         2008           2009         2008
                         -----------  -----------   -----------  -----------
  Operating loss per
   statement of
   operations             $(106)        $(202)         $(36)       $(23)
  Plus depreciation and
   amortization             224           250           678         745
  Less gain on sales
   of assets                (11)           (1)          (70)        (39)
                             ---           --           ---         ---
  Before excluded items     107            47           572         683

  Non-cash asset impairment  --            76            --          76
  Legal matter reserve       --            --            --         (62)
  Domestic pension expense   44            --           128          --
  Closed store reserve
   and severance             10            25            88          25
                             --            --            --          --
  Adjusted EBITDA
   as defined              $161          $148          $788        $722
                           ====          ====          ====        ====
  % to revenues             1.6%          1.4%          2.6%        2.2%



  Adjusted EBITDA for our segments are as follows:

                                          13 Weeks Ended
                           -----------------------------------------------
                               Adjusted EBITDA          % To Revenues
                           -----------------------   ---------------------
                           October 31, November 1,  October 31, November 1,
                             2009         2008         2009        2008
                           -----------------------   ---------------------
  Kmart                      $(39)        $(38)        (1.1%)      (1.1%)
  Sears Domestic               86           71          1.6%        1.2%
  Sears Canada (1)            114          115          9.4%        8.8%
                             ----         ----          ----        ----
  Total Adjusted EBITDA      $161         $148          1.6%        1.4%
                             ====         ====          ====        ====

  (1) Third quarter 2009 Adjusted EBITDA in Canadian dollars was $122
      million as compared to $127 million for the prior year, as the average
      exchange rate for the quarter increased from .9082 to .9308.


                                          39 Weeks Ended
                           -----------------------------------------------
                               Adjusted EBITDA          % To Revenues
                           -----------------------   ---------------------
                           October 31, November 1,  October 31, November 1,
                             2009         2008         2009        2008
                           -----------------------   ---------------------
  Kmart                       $23          $28          0.2%        0.2%
  Sears Domestic              512          379          3.1%        2.1%
  Sears Canada (1)            253          315          7.9%        8.0%
                             ----         ----          ----        ----
  Total Adjusted EBITDA      $788         $722          2.6%        2.2%
                             ====         ====          ====        ====

  (1) The first three quarters of 2009 Adjusted EBITDA in Canadian dollars
      was $290 million as compared to $327 million for the prior year, as
      the average exchange rate for the first three quarters declined from
      .9634 to .8735.

  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 or about November 19, 2009.

Forward-Looking Statements

Results are preliminary and unaudited. This press release contains forward-looking statements about our expectations for fiscal year 2009. 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; and the outcome of pending and/or future legal proceedings, including product liability claims and bankruptcy claims, including proceedings with respect to which the parties have reached a preliminary settlement. 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. 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 exclusively 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
               Condensed Consolidated Statements of Operations
                                 (Unaudited)

  Amounts are Preliminary
   and Subject to Change

                               13 Weeks Ended           39 Weeks Ended
                          ------------------------  ------------------------
    millions, except
     per share data       October 31,  November 1,  October 31,  November 1,
                              2009         2008        2009         2008
                              ----         ----        ----         ----
  REVENUES
    Merchandise sales
     and services            $10,190      $10,660     $30,796      $33,490
                             -------      -------     -------      -------

  COSTS AND EXPENSES
    Cost of sales,
     buying and
     occupancy                 7,419        7,806      22,357       24,491
    Gross margin dollars       2,771        2,854       8,439        8,999
    Gross margin rate           27.2%        26.8%       27.4%        26.9%

    Selling and
     administrative            2,664        2,731       7,867        8,240
    Selling and
     administrative
     expense as a
     percentage of total
     revenues                   26.1%        25.6%       25.5%        24.6%

    Depreciation and
     amortization                224          250         678          745
    Impairment charges             -           76           -           76
    Gain on sales of
     assets                      (11)          (1)        (70)         (39)
                                 ---           --         ---          ---
        Total costs and
         expenses             10,296       10,862      30,832       33,513
                              ------       ------      ------       ------

  Operating loss                (106)        (202)        (36)         (23)
  Interest expense               (72)         (71)       (194)        (202)
  Interest and
   investment income               5            9          24           40
  Other income (loss)             (5)          80         (52)          78
                                  --           --         ---           --

  Loss before income
   taxes                        (178)        (184)       (258)        (107)
  Income tax benefit              66           73          94           45
                                 ---          ---         ---          ---

  Net loss                      (112)        (111)       (164)         (62)
  Income attributable
   to noncontrolling
   interest                      (15)         (35)        (31)         (75)
                                 ---          ---         ---          ---

  NET LOSS ATTRIBUTABLE
   TO HOLDINGS'
    SHAREHOLDERS               $(127)       $(146)      $(195)       $(137)
                               =====        =====       =====        =====

  LOSS PER COMMON SHARE
   ATTRIBUTABLE
    TO HOLDINGS' SHAREHOLDERS
    Diluted loss per
     share                    $(1.09)      $(1.16)     $(1.64)      $(1.07)

    Diluted weighted
     average common
     shares outstanding        116.9        125.5       119.2        128.5



                         Sears Holdings Corporation
                    Condensed Consolidated Balance Sheets

  Amounts are Preliminary and
   Subject to Change
                                               (Unaudited)
                                         -----------------------
  millions                               October 31, November 1, January 31,
                                             2009        2008        2009
                                             ----        ----        ----
  ASSETS
  Current assets
     Cash and cash equivalents              $1,468      $1,172      $1,173
     Restricted cash                            59           -         124
     Receivables                               844       1,195         839
     Merchandise inventories                10,805      11,364       8,795
     Prepaid expenses and other current
      assets                                   395         616         485
                                               ---         ---         ---
     Total current assets                   13,571      14,347      11,416

  Property and equipment, net                7,758       8,265       8,091
  Goodwill                                   1,392       1,658       1,392
  Trade names and other intangible
   assets                                    3,225       3,302       3,283
  Other assets                               1,229         382       1,160
                                             -----         ---       -----
     TOTAL ASSETS                          $27,175     $27,954     $25,342
                                           =======     =======     =======

  LIABILITIES
  Current liabilities
     Short-term borrowings                  $1,603      $1,925        $442
     Current portion of long-term debt
      and capitalized lease
      obligations                              369         381         345
     Merchandise payables                    4,495       4,414       3,006
     Unearned revenues                       1,016       1,074       1,069
     Accrued expenses and other current
      liabilities                            3,783       3,880       3,650
                                             -----       -----       -----
     Total current liabilities              11,266      11,674       8,512

  Long-term debt and capitalized
   lease obligations                         1,831       2,175       2,132
  Pension and post-retirement benefits       2,001       1,014       2,057
  Other long-term liabilities                2,752       2,915       2,942
                                             -----       -----       -----
     Total Liabilities                      17,850      17,778      15,643
                                            ------      ------      ------

     Total Equity                            9,325      10,176       9,699
                                             -----      ------       -----

     TOTAL LIABILITIES AND EQUITY          $27,175     $27,954     $25,342
                                           =======     =======     =======


  Total common shares outstanding            115.6       124.9       122.0



                         Sears Holdings Corporation
                               Segment Results
                                 (Unaudited)

  Amounts are Preliminary
   and Subject to Change
                                    13 Weeks Ended October 31, 2009
                               ------------------------------------------
  millions, except for number              Sears      Sears      Sears
   of stores                    Kmart     Domestic    Canada    Holdings
                               -------    ---------   -------   ---------
  Merchandise sales and
   services                     $3,476       $5,507   $1,207      $10,190
                                ------       ------   ------      -------

  Cost of sales, buying and
   occupancy                     2,690        3,914      815        7,419
  Gross margin dollars             786        1,593      392        2,771
  Gross margin rate               22.6%        28.9%    32.5%        27.2%

  Selling and administrative       830        1,556      278        2,664
  Selling and administrative
   expense as a percentage of
   total revenues                 23.9%        28.3%    23.0%        26.1%
  Depreciation and
   amortization                     37          162       25          224
  Gain on sales of assets           (9)          (2)       -          (11)
                                   ---          ---      ---          ---
  Total costs and expenses       3,548        5,630    1,118       10,296
                                 -----        -----    -----       ------
  Operating income (loss)         $(72)       $(123)     $89        $(106)
                                  ====        =====      ===        =====

  Number of:
    Kmart Stores                 1,343            -        -        1,343
    Full-Line Stores                 -          912      122        1,034
    Specialty Stores                 -        1,268      269        1,537
                                   ---        -----      ---        -----
    Total Stores                 1,343        2,180      391        3,914
                                 =====        =====      ===        =====


                                     13 Weeks Ended November 1, 2008
                               ------------------------------------------
  millions, except for number              Sears      Sears      Sears
   of stores                    Kmart     Domestic    Canada    Holdings
                               -------    ---------   ------   ---------
  Merchandise sales and
   services                     $3,532       $5,827   $1,301      $10,660
                                ------       ------   ------      -------

  Cost of sales, buying and
   occupancy                     2,753        4,171      882        7,806
  Gross margin dollars             779        1,656      419        2,854
  Gross margin rate               22.1%        28.4%    32.2%        26.8%

  Selling and administrative       828        1,599      304        2,731
  Selling and administrative
   expense as a percentage of
   total revenues                 23.4%        27.4%    23.4%        25.6%
  Depreciation and
   amortization                     34          186       30          250
  Impairment charges                20           56        -           76
  (Gain) loss on sales of
   assets                            -           (2)       1           (1)
                                   ---          ---      ---          ---
  Total costs and expenses       3,635        6,010    1,217       10,862
                                 -----        -----    -----       ------
  Operating income (loss)        $(103)       $(183)     $84        $(202)
                                 =====        =====      ===        =====

  Number of:
    Kmart Stores                 1,378            -        -        1,378
    Full-Line Stores                 -          933      122        1,055
    Specialty Stores                 -        1,198      263        1,461
                                   ---        -----      ---        -----
    Total Stores                 1,378        2,131      385        3,894
                                 =====        =====      ===        =====


                                    39 Weeks Ended October 31, 2009
                               ------------------------------------------
  millions, except for number              Sears      Sears      Sears
   of stores                    Kmart     Domestic    Canada    Holdings
                               -------    ---------  -------    ---------
  Merchandise sales and
   services                    $10,825      $16,780   $3,191      $30,796
                               -------      -------   ------      -------

  Cost of sales, buying and
   occupancy                     8,352       11,821    2,184       22,357
  Gross margin dollars           2,473        4,959    1,007        8,439
  Gross margin rate               22.8%        29.6%    31.6%        27.4%

  Selling and administrative     2,489        4,616      762        7,867
  Selling and administrative
   expense as a percentage of
   total revenues                 23.0%        27.5%    23.9%        25.5%
  Depreciation and
   amortization                    109          495       74          678
  Gain on sales of assets          (19)          (6)     (45)         (70)
                                   ---          ---      ---          ---
  Total costs and expenses      10,931       16,926    2,975       30,832
                                ------       ------    -----       ------
  Operating income (loss)        $(106)       $(146)    $216         $(36)
                                 =====        =====     ====         ====

  Number of:
    Kmart Stores                 1,343            -        -        1,343
    Full-Line Stores                 -          912      122        1,034
    Specialty Stores                 -        1,268      269        1,537
                                   ---        -----      ---        -----
    Total Stores                 1,343        2,180      391        3,914
                                 =====        =====      ===        =====


                                     39 Weeks Ended November 1, 2008
                               -----------------------------------------
  millions, except for number              Sears      Sears      Sears
   of stores                    Kmart     Domestic    Canada    Holdings
                               -------    ---------   ------    ---------
  Merchandise sales and
   services                    $11,270      $18,294   $3,926      $33,490
                               -------      -------   ------      -------

  Cost of sales, buying and
   occupancy                     8,706       13,090    2,695       24,491
  Gross margin dollars           2,564        5,204    1,231        8,999
  Gross margin rate               22.8%        28.4%    31.4%        26.9%

  Selling and administrative     2,547        4,777      916        8,240
  Selling and administrative
   expense as a percentage of
   total revenues                 22.6%        26.1%    23.3%        24.6%
  Depreciation and
   amortization                    101          550       94          745
  Impairment charges                20           56        -           76
  Gain on sales of assets           (2)          (6)     (31)         (39)
                                   ---          ---      ---          ---
  Total costs and expenses      11,372       18,467    3,674       33,513
                                ------       ------    -----       ------
  Operating income (loss)        $(102)       $(173)    $252         $(23)
                                 =====        =====     ====         ====

  Number of:
    Kmart Stores                 1,378            -        -        1,378
    Full-Line Stores                 -          933      122        1,055
    Specialty Stores                 -        1,198      263        1,461
                                   ---        -----      ---        -----
    Total Stores                 1,378        2,131      385        3,894
                                 =====        =====      ===        =====



                          Sears Holdings Corporation
                               Adjusted EBITDA

  Amounts are Preliminary and
   Subject to Change                          13 Weeks Ended
                                 -----------------------------------------
                                             October 31, 2009
                                 -----------------------------------------
                                           Sears       Sears       Sears
  millions                       Kmart    Domestic     Canada     Holdings
                                 -----    ---------    -------    ---------

  Operating income (loss) per
   statement of operations        $(72)      $(123)        $89       $(106)
  Plus depreciation and
   amortization                     37         162          25         224
  Less (gain) loss on sales of
   assets                           (9)         (2)          -         (11)
                                   ---         ---         ---         ---
  Before excluded items            (44)         37         114         107

  Domestic pension expense           -          44           -          44
  Closed store reserve and
   severance                         5           5           -          10
                                   ---         ---         ---         ---
  Adjusted EBITDA as defined      $(39)        $86        $114        $161
                                  ====         ===        ====        ====
  % to  revenues                  -1.1%        1.6%        9.4%        1.6%



                                              13 Weeks Ended
                                 -----------------------------------------
                                              November 1, 2008
                                 -----------------------------------------
                                           Sears       Sears       Sears
  millions                       Kmart    Domestic     Canada     Holdings
                                 -----    ---------    -------    ---------

  Operating income (loss) per
   statement of operations       $(103)      $(183)        $84       $(202)
  Plus depreciation and
   amortization                     34         186          30         250
  Less (gain) loss on sales of
   assets                            -          (2)          1          (1)
                                   ---         ---         ---         ---
  Before excluded items            (69)          1         115          47

  Non-cash asset impairment         20          56           -          76
  Closed store reserve and
   severance                        11          14           -          25
                                   ---         ---         ---         ---
  Adjusted EBITDA as defined      $(38)        $71        $115        $148
                                  ====         ===        ====        ====
  % to  revenues                  -1.1%        1.2%        8.8%        1.4%



                                               39 Weeks Ended
                                 -----------------------------------------
                                              October 31, 2009
                                 -----------------------------------------
                                           Sears       Sears       Sears
  millions                       Kmart    Domestic     Canada     Holdings
                                 -----    ---------    -------    ---------

  Operating income (loss) per
   statement of operations       $(106)      $(146)       $216        $(36)
  Plus depreciation and
   amortization                    109         495          74         678
  Less gain on sales of assets     (19)         (6)        (45)        (70)
                                   ---          --         ---         ---
  Before excluded items            (16)        343         245         572

  Domestic pension expense           -         128           -         128
  Closed store reserve and
   severance                        39          41           8          88
                                   ---         ---         ---         ---
  Adjusted EBITDA as defined       $23        $512        $253        $788
                                   ===        ====        ====        ====
  % to  revenues                   0.2%        3.1%        7.9%        2.6%


                                               39 Weeks Ended
                                 -----------------------------------------
                                              November 1, 2008
                                 -----------------------------------------
                                           Sears       Sears       Sears
  millions                       Kmart    Domestic     Canada     Holdings
                                 -----    ---------    -------    ---------

  Operating income (loss) per
   statement of operations       $(102)      $(173)       $252        $(23)
  Plus depreciation and
   amortization                    101         550          94         745
  Less gain on sales of assets      (2)         (6)        (31)        (39)
                                   ---         ---         ---         ---
  Before excluded items             (3)        371         315         683

  Non-cash asset impairment         20          56           -          76
  Legal matter reserve               -         (62)          -         (62)
  Closed store reserve and
   severance                        11          14           -          25
                                   ---         ---         ---         ---
  Adjusted EBITDA as defined       $28        $379        $315        $722
                                   ===        ====        ====        ====
  % to  revenues                   0.2%        2.1%        8.0%        2.2%

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

SOURCE: Sears Holdings Corporation

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

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