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Sears Holdings Corporation Reports Second Quarter 2005 Results and Announces Leadership Changes

Aylwin Lewis Named Sears Holdings CEO

Sears Holdings Corporation (NASDAQ: SHLD) issued its financial statements for the quarter ended July 30, 2005. Sears Holdings Corporation ("Holdings" or the "Company") was created in connection with the merger of Kmart Holding Corporation ("Kmart") and Sears, Roebuck and Co. ("Sears") which was completed on March 24, 2005. Sears Holdings is the nation's third largest broadline retailer with approximately 2,300 full-line and 1,200 specialty retail stores in the United States operating through Kmart and Sears and 368 full-line and specialty stores in Canada operating through Sears Canada Inc. ("Sears Canada"), a 54%-owned subsidiary.

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The statements of operations included below for the 13 and 26 weeks ended July 30, 2005 are not comparable to the prior year periods because the prior year periods do not include Sears results. Additionally, the statement of operations for the 26 weeks ended July 30, 2005 is not representative of the Company's on-going results as it only includes the results of Sears from March 25, 2005 forward. In order to provide information on the trends and on-going performance of the combined Company, pro forma results are presented as though Kmart and Sears had been combined as of the beginning of 2004. The Company has also provided its calculation of Pro Forma Adjusted EBITDA for Holdings, including a breakdown of Pro Forma Adjusted EBITDA between its domestic and Canadian operations. Reconciliation of the pro forma results of operations to the GAAP results of operations has also been included.

Financial Position

As of July 30, 2005, Holdings had approximately $30 billion of assets and $11 billion of equity, as follows:

                                  July 30,      July 28,           Jan. 26,
         (in billions)              2005        2004 (1)           2005 (1)
        Total assets                $30.4          $6.6               $8.7
        Total liabilities            19.1           4.1                4.2
        Shareholders' equity        $11.3          $2.5               $4.5

  (1) For accounting purposes, the business combination was treated as a
      purchase of Sears by Kmart.  As such, the historical financial
      statements of Kmart become the historical financial statements for
      Holdings.

As of July 30, 2005, the Company had over $2.0 billion of cash and cash equivalents (approximately $1.9 billion domestically), up from $1.6 billion at the end of the first quarter. During the second quarter of 2005, the Company reduced its outstanding debt and capital lease obligations by $227 million to $4.2 billion ($3.4 billion domestically).

Holdings' inventory level at July 30, 2005 was approximately $9.0 billion, an increase of $5.8 billion over the prior year as a result of the merger. As of the end of the prior year period, the combined inventory on a FIFO basis of Sears and Kmart was approximately $9.4 billion. The merchandise payable balance was $3.5 billion at July 30, 2005 compared to $3.8 billion for Sears and Kmart combined as of July 28, 2004.

During the quarter ended July 30, 2005, the Company spent $114 million on capital expenditures compared to $69 million and $218 million spent by Kmart and Sears, respectively, during their second quarters of the prior year.

Comparable Sales in Second Quarter

Kmart comparable store sales and total sales decreased 0.3% and 3.2%, respectively, for the 13-week period ended July 30, 2005 compared to the 13- week period ended July 28, 2004. Total sales were negatively impacted by a reduction in the total number of operating Kmart stores. While Kmart's same- store sales declined as a result of lower transaction volumes, several businesses, including apparel, had positive same-store sales during the period.

Sears Domestic sales declined 3.0% for the quarter. The decline was due to a 7.4% decrease in domestic comparable store sales partially offset by strong home services sales. The decline in Sears Domestic comparable store sales reflects efforts initiated in 2005 to improve gross margin by reducing reliance on certain promotional events and reducing inventory levels to lower merchandise holding costs.

Statements of Operations

Holdings' statements of operations for the 13 and 26 weeks ended July 30, 2005 and July 28, 2004 are as follows:

  (in millions, except       13 Weeks Ended             26 Weeks Ended
   per share amounts)    July 30,      July 28,     July 30,     July 28,
                            2005          2004         2005         2004

  Total revenues         $13,192       $ 4,797      $20,818      $ 9,424
  Cost of sales,
   buying and occupancy    9,550         3,607       15,205        7,152
  Selling and
   administrative          2,984           983        4,699        1,928
  Depreciation and
   amortization              280             4          387            8
  Gain on sales of assets     (4)          (72)         (10)        (104)
  Provision for
   uncollectible accounts     16            --           17           --
  Restructuring charges       42            --           45           --
    Total costs and
     expenses             12,868         4,522       20,343        8,984
  Operating income           324           275          475          440
  Interest expense, net      (72)          (33)        (114)         (61)
  Bankruptcy-related
   recoveries                 15             5           32           12
  Other income                 2            --           11            3
  Income before income taxes,
   minority interest and
   cumulative effect of
   change in accounting
   principle                 269           247          404          394
  Income taxes               103            93          155          149
  Minority interest            5            --            7           --

  Income before change in
   accounting principle     $161          $154         $242         $245
  Cumulative effect of
   change in accounting
   principle                  --            --          (90)          --
  Net income                $161          $154         $152         $245

  Per share (diluted basis)
  Earnings per share before
   change in accounting
   principle               $0.98         $1.54        $1.66       $ 2.47
  Cumulative effect of
   change in accounting
   principle                  --            --        (0.61)          --
  Earnings per share       $0.98         $1.54        $1.05       $ 2.47
  Diluted weighted average
   shares outstanding      165.1         101.5        145.4        101.1


Operating income for the quarter increased $49 million reflecting the inclusion of Sears, which had $225 million in operating income in the quarter, partially offset by $68 million less in gains on the sale of assets realized this year and $42 million in restructuring charges recognized in the current quarter related to the merger. In addition, the effect of purchase accounting adjustments that resulted from the merger reduced operating income by $75 million. On a combined basis, the merger-related restructuring charges and purchase accounting adjustments reduced reported earnings per share by $0.41 for the quarter. These costs were partially offset by bankruptcy-related recoveries of $15 million ($0.06 per share). Going forward, purchase accounting adjustments will continue to impact the Company's reported EPS although they should not impact its cash flows.

A $90 million after-tax charge was recorded as a cumulative effect of change in accounting in the first quarter of 2005 resulting from the Company's decision to change its method of accounting for certain indirect overhead costs included in inventory.

Leadership Changes

Sears Holdings also announced several organizational and executive changes effective September 30, 2005. Aylwin B. Lewis will assume the position of Chief Executive Officer and President of Sears Holdings, with responsibility for the Company's 3,900 stores, as well as home services, finance, legal, supply chain, information technology, and human resources. Edward S. Lampert, Sears Holdings' Chairman, will lead Sears Holdings' initiatives to become more responsive to its customers. Mr. Lampert will direct the marketing, merchandising, design, and on-line businesses of Sears Holdings, as well as Lands' End, to ensure that these initiatives are clearly focused on responding to customer needs. William C. Crowley, Sears Holdings' Chief Financial Officer, will assume additional responsibilities associated with the newly created role of Chief Administrative Officer. Alan J. Lacy will continue to serve as Vice Chairman and a Director and as a member of the Office of the Chairman. Mr. Lacy will also continue to serve as the Chairman of the Board of Directors of Sears Canada and, together with Mr. Lampert, will focus on merger integration and strategic issues.

Mr. Lampert said, "Alan, Aylwin and I believe these changes will achieve greater clarity in our operating management and align this corporate structure with our vision of Sears Holdings. Our goal is to build one company with multiple ways of connecting with our customers, including our various store formats, on-line offerings, service relationships, and credit products. Alan will continue to make substantial contributions to Sears Holdings and to provide his leadership and judgment on our merger integration opportunities and strategic issues."

Mr. Lacy said, "As a result of the hard work and commitment of the Sears Holdings executives and associates, we have made rapid progress in integrating the two companies. This is the next logical step in the transformation of the Company into a more customer-focused organization."

Mr. Lewis said, "Sears Holdings has the potential to be a great retailer, and we are striving to create a great retail experience for consumers wherever and however they choose to shop. Our focus will be the customer."

Sale of Sears Canada Credit Card Business

On August 31, 2005, Sears Canada announced that it had entered into an agreement to sell its Credit and Financial Services business to JP Morgan Chase & Co. The sale is expected to generate cash proceeds to Sears Canada of $1.8 billion and to close by the end of 2005, subject to regulatory approvals and closing conditions. Although Sears Canada has not yet made any final determination as to the use of the proceeds, it expects to return a substantial portion of the proceeds to shareholders.

Pro Forma Results

The statements of operations for the 13 and 26 weeks ended July 30, 2005 are not comparable to the prior year periods because the prior periods do not include the results of Sears. Additionally, the statement of operations for the 26 weeks ended July 30, 2005 is not representative of the Company's on- going results as it only includes Sears results from March 25, 2005 forward. Therefore, the Company believes that an understanding of trends and on-going performance is not complete without presenting results on a pro forma basis that include Sears results for all periods presented.

The following pro forma statements of operations summarize the results of Holdings assuming that the merger occurred at the beginning of 2004.

  (in millions, except           13 Weeks Ended            26 Weeks Ended
   per share amounts)        July 30,     July 28,     July 30,     July 28,
                                2005         2004      2005 (1)        2004
                                         Pro Forma    Pro Forma    Pro Forma

  Total revenues             $13,192     $ 13,472      $25,955     $ 26,241
  Cost of sales,
   buying and occupancy        9,550        9,914       18,877       19,341
  Gross margin rate             27.2%        26.0%        26.8%        25.8%
  Selling and
   administrative              2,984        3,035        6,024        5,987
  Selling and administrative
   expense as a percentage
   of total revenues            22.6%        22.5%        23.2%        22.8%
  Depreciation and
   amortization                  280          305          563          588
  Provision for
   uncollectible accounts         16           10           33           26
  Gain on sales of assets         (4)         (77)         (11)        (113)
  Restructuring charges           42           41           45           41
    Total costs and
     expenses                 12,868       13,228       25,531       25,870
  Operating income               324          244          424          371
  Interest expense, net          (72)         (90)        (147)        (185)
  Bankruptcy-related
   recoveries                     15            5           32           12
  Other income                     2           24           21           49
  Income before income taxes,
   minority interest and
   cumulative effect of
   change in accounting
   principle                     269          183          330          247
  Percent to revenues            2.0%         1.4%         1.3%         0.9%
  Income taxes                   103           69          144           95
  Minority interest                5            4           13            7

  Income before change in
   accounting principle         $161         $110         $173         $145
  Cumulative effect of
   change in accounting
   principle                      --           --          (90)          --
  Net income                    $161         $110          $83         $145

  Diluted earnings
   per share                   $0.98        $0.67        $0.51        $0.89

  (1)  Includes $34 million of transaction costs related to the merger.

The pro forma information is not indicative of the results of operations that would have been achieved if the merger had taken place at the beginning of 2004 or that may result in the future. The pro forma information has not been adjusted to reflect any operating efficiencies that may be realized as a result of the merger.

Pro Forma Adjusted EBITDA

For purposes of evaluating operating performance, the Company's management uses a Pro Forma Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Pro Forma Adjusted EBITDA") measurement computed as operating income on the statement of operations less depreciation and amortization and gains/(losses) on sales of assets. In addition, it is adjusted to exclude certain merger-related costs and restructuring charges. Pro Forma Adjusted EBITDA is used by management to evaluate the operating performance of the Company's businesses for comparable periods. Pro Forma 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 the Company's businesses.

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

  1. EBITDA excludes the effect of financing and investing activities by
     eliminating the effect of interest and depreciation costs; and
  2. Management considers gains (losses) on the sale of assets to result
     from investing decisions rather than ongoing operations.


  Pro Forma Adjusted EBITDA is determined as follows:

                            13 Weeks Ended              26 Weeks Ended
                         July 30,      July 28,     July 30,      July 28,
                           2005          2004         2005          2004
                                      Pro Forma    Pro Forma     Pro Forma
  Operating income per
   statement of operations  $324         $244         $424          $371
  Plus depreciation and
   amortization              280          305          563           588
  Less gain on sale
   of assets                  (4)         (77)         (11)         (113)
  Before excluded items      600          472          976           846

  Merger transaction costs    --           --           34            --
  Restructuring charges       42           41           45            41
  Pro Forma Adjusted
   EBITDA as defined        $642         $513       $1,055          $887
  % to revenues              4.9%         3.8%         4.1%          3.4%


Pro Forma Adjusted EBITDA for the Company's domestic (United States operations) and Sears Canada operations is as follows:

                                         13 Weeks Ended
                            Pro Forma Adjusted
                                  EBITDA               % To Revenues
                          July 30,     July 28,    July 30,      July 28,
                            2005         2004        2005          2004
                                                                Pro Forma

  Domestic operations       $588         $449         4.9%         3.6%
  Sears Canada                54           64         4.5%         5.8%
    Total Pro Forma
     Adjusted EBITDA        $642         $513         4.9%         3.8%


                                        26 Weeks Ended
                             Pro Forma Adjusted
                                   EBITDA              % To Revenues
                          July 30,     July 28,    July 30,      July 28,
                            2005         2004        2005          2004
                                                  Pro Forma    Pro Forma

  Domestic operations       $952         $776         4.0%         3.2%
  Sears Canada               103          111         4.5%         5.2%
  Total Pro Forma
   Adjusted EBITDA        $1,055         $887         4.1%         3.4%


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

About Sears Holdings Corporation

Sears Holdings Corporation is the nation's third largest broadline retailer, with approximately $55 billion in annual revenues, and 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 one of the leading retailers of 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 Martha Stewart Everyday products, which are offered exclusively in the U.S. by Kmart and in Canada by Sears Canada. The Company is the nation's largest provider of home services, with more than 14 million service calls made annually. For more information, visit Sears Holdings' website at .

Forward-Looking Statements

This press release contains forward-looking statements about Sears Holdings' expectations regarding the sale of Sears Canada's Credit and Financial Services business to JP Morgan Chase & Co., including statements concerning expected benefits to Sears Holdings and the timing of closing of the transaction. Statements preceded by, followed by or that otherwise include the word "expects" and similar expressions or future or conditional verbs are generally forward-looking in nature and not historical facts. These forward- looking statements are based on assumptions about the future that are subject to risks and uncertainties, and actual results may differ materially from the results projected in the forward looking statements. Risks and uncertainties include the possibility that the Sears Canada transaction does not close or other factors outside the control of Sears Holdings. The Company intends these forward-looking statements to speak only as of the time of this release and does not undertake to update or revise them as more information becomes available.

Pro forma Reconciliation

The following table provides the as reported results for the 13-week period ended July 30, 2005 and a reconciliation from the as reported results to the pro forma results presented above for Sears Holdings for the 13-week period July 28, 2004, respectively.

  Holdings

                      13 Weeks
                       Ended
                      July 30,          13 Weeks Ended July 28, 2004
                       2005
                        As          As      Pre-merger   Purchase     Pro
                     reported    reported   Activity(1)   Acctng     Forma

  (millions, except
   per share data)

  Merchandise sales
   and services        $13,114   $ 4,797     $ 8,594       $--     $ 13,391
  Credit and financial
   products revenues        78        --          81        --           81
  Total revenue         13,192     4,797       8,675        --       13,472

  Cost of sales,
   buying and occupancy  9,550     3,607       6,304         3(2)     9,914
  Gross margin rate       27.2%     24.8%       26.6%                  26.0%
  Selling and
   administrative        2,984       983       2,029        23(3)     3,035
  Selling and
   administrative as %
   of total revenues      22.6%     20.5%       23.4%                  22.5%
  Depreciation and
   amortization            280         4         252        49(4)       305
  Provision for
   uncollectible accounts   16        --          10        --           10
  Gain on sales of assets   (4)      (72)         (5)       --          (77)
  Restructuring charges     42        --          41        --           41
  Total costs and
   expenses             12,868     4,522       8,631        75       13,228

  Operating income
   (loss)                  324       275          44       (75)         244
  Interest (expense)
   income, net             (72)      (33)        (64)        7(5)       (90)
  Bankruptcy-related
   recoveries               15         5          --        --            5
  Other income               2        --          24        --           24

  Income before income
   taxes, minority
   interest and cumulative
   effect of change in
   accounting principle    269       247           4       (68)         183
  Income tax expense
   (benefit)               103        93           2       (26)(6)       69
  Minority interest          5        --           4        --            4

  Income before cumulative
   effect of change in
   accounting principle    161       154          (2)      (42)         110

  NET INCOME (LOSS)       $161      $154         $(2)     $(42)        $110

  Diluted earnings
   per share             $0.98     $1.54                              $0.67

  (1)  Represents the 2004 results of operations for the period May 2, 2004
       through July 31, 2004 for Sears Domestic and the period April 4, 2004
       through July 3, 2004 for Sears Canada.

  (2)  Represents an increase to cost of sales, buying and occupancy expense
       resulting from the adjustment to Sears' inventory based on the
       adjustment of such assets to fair value.

  (3)  Represents an increase to selling and administrative expense
       resulting from the adjustment to Sears' pension and postretirement
       plans based on the adjustment of such liabilities to fair value.

  (4)  Represents an increase in depreciation and amortization expense
       resulting from the adjustment to Sears' property and equipment and
       identifiable intangible assets based on the adjustment of such assets
       to fair value.

  (5)  Represents a decrease to interest expense resulting from the
       adjustment to Sears debt based on the adjustments of such liabilities
       to fair value.

  (6)  Represents the aggregate pro forma income tax effect (38.4%) of notes
       (2) through (5) above.


The following table provides a reconciliation from the as reported results to the pro forma results presented above for Holdings for the 26-week periods ended July 30, 2005 and July 28, 2004, respectively.

  Holdings
                                    26 Weeks Ended July 30, 2005
   (millions, except
    per share data)                     Pre-
                                       merger
                            As        Activity      Purchase       Pro
                         reported        (1)         Acctng       forma

  Merchandise sales
   and services         $ 20,731      $ 5,051          $--     $ 25,782
  Credit and financial
   products revenues          87           86           --          173
  Total revenue           20,818        5,137           --       25,955

  Cost of sales, buying
   and occupancy          15,205        3,672           --       18,877
  Gross margin rate         26.7%        27.3%                     26.8%
  Selling and
   administrative          4,699        1,314           11(3)     6,024
  Selling and
   administrative as %
   of total revenues        22.6%        25.6%                     23.2%
  Depreciation and
   amortization              387          147           29(4)       563
  Provision for
   uncollectible accounts     17           16           --           33
  Gain on sales of assets    (10)          (1)          --          (11)
  Restructuring charges       45           --           --           45
  Total costs and
   expenses               20,343        5,148           40       25,531

  Operating income (loss)    475          (11)         (40)         424
  Interest (expense)
   income, net              (114)         (35)           2(5)      (147)
  Bankruptcy-related
   recoveries                 32           --           --           32
  Other income                11           10           --           21

  Income before income
   taxes, minority interest
   and cumulative effect of
   change in accounting
   principle                 404          (36)         (38)         330
  Income tax expense
   (benefit)                 155            4          (15)(6)      144
  Minority interest            7            6           --           13

  Income before cumulative
   effect of change in
   accounting principle      242          (46)         (23)         173
  Cumulative effect of
   change in accounting
   principle, net of tax     (90)          --           --          (90)

  NET INCOME (LOSS)         $152         $(46)        $(23)         $83

  Diluted earnings
   per share               $1.05                                  $0.51
  Diluted earnings
   per share before
   cumulative effect of
   change in accounting
   principle               $1.66                                  $1.06



                                   26 Weeks Ended July 28, 2004
   (millions, except
    per share data)                     Pre-
                                       merger
                            As        Activity      Purchase       Pro
                         reported        (1)         Acctng       forma

  Merchandise sales
   and services          $ 9,424     $ 16,649          $--     $ 26,073
  Credit and financial
   products revenues          --          168           --          168
  Total revenue            9,424       16,817           --       26,241

  Cost of sales, buying
   and occupancy           7,152       12,181            8(2)    19,341
  Gross margin rate         24.1%        26.8%                     25.8%
  Selling and
   administrative          1,928        4,018           41(3)     5,987
  Selling and
   administrative as %
   of total revenues        20.5%        23.9%                     22.8%
  Depreciation and
   amortization                8          484           96(4)       588
  Provision for
   uncollectible accounts     --           26           --           26
  Gain on sales of assets   (104)          (9)          --         (113)
  Restructuring charges       --           41           --           41
  Total costs and
   expenses                8,984       16,741          145       25,870
  Operating income (loss)    440           76         (145)         371
  Interest (expense)
   income, net               (61)        (134)          10(5)      (185)
  Bankruptcy-related
   recoveries                 12           --           --           12
  Other income                 3           46           --           49

  Income before income
   taxes, minority interest
   and cumulative effect of
   change in accounting
   principle                 394          (12)        (135)         247
  Income tax expense
   (benefit)                 149           (4)         (50)(6)       95
  Minority interest           --            7           --            7

  Income before cumulative
   effect of change in
   accounting principle      245          (15)         (85)         145
  Cumulative effect of
   change in accounting
   principle, net of tax      --           --           --           --

  NET INCOME (LOSS)         $245         $(15)        $(85)        $145

  Diluted earnings
   per share               $2.47                                  $0.89
  Diluted earnings per
   share before cumulative
   effect of change in
   accounting principle    $2.47                                  $0.89


  (1)  Represents the 2005 results of operations for the period January 30,
       2005 through March 24, 2005 for Sears Domestic and the period January
       2, 2005 through March 24, 2005 for Sears Canada and the 2004 results
       of operations for the period February 1, 2004 through July 31, 2004
       for Sears Domestic and the period January 4, 2004 through July 3,
       2004 for Sears Canada.

  (2)  Represents an increase to cost of sales, buying and occupancy expense
       resulting from the adjustment to Sears' inventory based on the
       adjustment of such assets to fair value.

  (3)  Represents an increase to selling and administrative expense
       resulting from the adjustment to Sears' pension and postretirement
       plans based on the adjustment of such liabilities to fair value.

  (4)  Represents an increase in depreciation and amortization expense
       resulting from the adjustment to Sears' property and equipment and
       identifiable intangible assets based on the adjustment of such assets
       to fair value.

  (5)  Represents a decrease to interest expense resulting from the
       adjustment to Sears debt based on the adjustments of such liabilities
       to fair value.

  (6)  Represents the aggregate pro forma income tax effect (38.4%) of notes
       (2) through (5) above.


The following table reconciles Pro Forma Adjusted EBITDA to net income as reported for the 13-week periods ended:

                                                     July 30,       July 28,
                                                       2005           2004

   Pro Forma Adjusted EBITDA                           $642           $513

   Restructuring charges                                (42)           (41)
   Pro Forma Adjusted EBITDA after
    restructuring charges                               600            472

       Depreciation and amortization                   (280)          (305)
       Less gain on sale of assets                        4             77
   Pro Forma operating income                           324            244

       Interest expense, net                            (72)           (90)
       Bankruptcy-related recoveries                     15              5
       Other income                                       2             24
       Income tax expense                              (103)           (69)
       Minority interest expense                         (5)            (4)
   Pro Forma net income                                 161            110

       Less pre-merger activity                          --              2
       Less effect of purchase accounting adjustments    --             42
   Net income as reported                              $161           $154


The following table reconciles Pro Forma Adjusted EBITDA to net income as reported for the 26-week periods ended:

                                                     July 30,       July 28,
                                                       2005           2004

   Pro Forma Adjusted EBITDA                         $1,055           $887

   Merger transaction costs                             (34)            --
   Restructuring charges                                (45)           (41)
   Pro Forma Adjusted EBITDA after merger-related
    items and restructuring charges                     976            846

       Depreciation and amortization                   (563)          (588)
       Less gain on sale of assets                       11            113
   Pro Forma operating income                           424            371

       Interest expense, net                           (147)          (185)
       Bankruptcy-related recoveries                     32             12
       Other income                                      21             49
       Income tax expense                              (144)           (95)
       Minority interest expense                        (13)            (7)
       Change in accounting principle                   (90)            --
   Pro Forma net income                                  83            145

       Less pre-merger activity                          46             15
       Less effect of purchase accounting adjustments    23             85
   Net income as reported                              $152           $245
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SOURCE: Sears Holdings Corporation

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

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