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Sears Holdings Reports Second Quarter Results

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

  --  Net loss attributable to Holdings' shareholders for the quarter of $39
      million, or $0.35 loss per diluted share, in 2010 and $94 million, or
      $0.79 loss per diluted share, in 2009;
  --  Significantly improved profitability in the Kmart format as gross
      margin increased 230 basis points over the second quarter last year;
  --  Adjusted loss per diluted share for the second quarter of $0.19 in
      2010 and $0.17 in 2009, and adjusted EBITDA for the quarter of $254
      million in 2010 and $268 million in 2009.


"Kmart continued to improve its performance during the second quarter, as an improvement in its gross margin rate led to increased profitability," said W. Bruce Johnson, Sears Holdings' interim chief executive officer and president. "Overall, our total revenues declined only slightly despite the uncertain economic environment faced by our customers. Expense discipline remained constant in the second quarter as reductions in selling and administrative expenses were achieved even as we continued to invest in initiatives designed to improve our customers' experiences, such as our multi-channel capabilities and the launch of our Shop Your Way Rewards program."

Second Quarter Revenues and Comparable Store Sales

Total revenues decreased $93 million to $10.5 billion for the quarter ended July 31, 2010, as compared to total revenues of $10.6 billion for the quarter ended August 1, 2009. The decline in total revenue for the quarter was primarily a result of a 2.2% decrease in domestic comparable store sales and the effect of having fewer Kmart and Sears Full-line stores in operation, partially offset by an increase of $96 million due to changes in the Canadian foreign exchange rate.

The domestic comparable store sales decrease included declines of 1.4% at Kmart and 2.8% at Sears Domestic. Kmart's quarterly decrease in comparable store sales was primarily driven by the food and consumables category, partially offset by increases in apparel, including footwear, and toys. Decreases in sales for the quarter at Sears Domestic were primarily driven by the power lawn and garden, tools, and consumer electronics categories. Sears Domestic's home appliance category registered a low single digit comparable store sales increase for the quarter due to increases in sales of refrigeration and seasonal air movement products.

Operating Income

Holdings' operating income for the quarter was $5 million in 2010, as compared to an operating loss of $58 million in 2009. The increase in operating income of $63 million was primarily the result of an increase in our gross margin rate of 50 basis points. Selling and administrative expenses were slightly better than last year even though we incurred incremental expenses of $43 million related to our continued investment in our multi-channel capabilities and the launch of our Shop Your Way Rewards program, as well as an increase of $22 million due to changes in the Canadian foreign exchange rate. Operating income for the second quarter of 2010 and 2009, includes expenses of $37 million and $103 million, respectively, related to domestic pension plans, store closings and severance. The impact these items had on our operating income and earnings is summarized in the attached schedule, "Adjusted Earnings per Share," which provides a reconciliation from GAAP results to our adjusted earnings amounts, including adjusted earnings per diluted share.

For the quarter, we generated gross margin of $2.8 billion, which is $28 million more than last year. Gross margin dollars this year include an increase of $31 million related to the impact of foreign currency exchange rates on gross margin at Sears Canada and last year included a $17 million charge for markdowns recorded in connection with store closings. Gross margin remained relatively flat with last year, primarily due to an increase in gross margin rate at Kmart, which offset the slight decline in sales. Kmart's gross margin rate increased 230 basis points mainly due to reduced markdowns on apparel. The increase in Kmart's gross margin rate was partially offset by a decrease in gross margin rate of 40 basis points at Sears Domestic, primarily due to reduced margins in home services, and a decrease in gross margin rate of 150 basis points at Sears Canada.

Financial Position

We had cash balances of $1.2 billion at July 31, 2010 (approximately $500 million domestic and $700 million at Sears Canada), $1.3 billion at August 1, 2009 and $1.7 billion at January 30, 2010. Significant uses of our cash during the first half of 2010 include $560 million for the purchase of additional interest in Sears Canada, $273 million for share repurchases, repayments of long-term debt of $228 million, capital expenditures of $168 million, and contributions to our pension and post-retirement benefit plans of $122 million. These uses of cash were funded in part by an increase in short-term borrowings of $893 million.

Total debt (consisting of short-term borrowings, long-term debt and capital lease obligations) was $3.2 billion at July 31, 2010 and August 1, 2009. Total debt remained flat between years due to payments of $200 million made on long-term debt at Sears Canada, primarily offset by an increase in domestic short-term borrowing due to our first quarter 2010 acquisition of an additional interest in Sears Canada.

Share Repurchase

During the 13- and 26- week periods ended July 31, 2010, we repurchased common shares at a total cost of $272 million and $273 million, respectively, under our share repurchase program. Our repurchases for the 13- and 26- week periods ended July 31, 2010 were made at average prices of $75.57 and $75.61 per share, respectively. During the first half of fiscal 2010, we repurchased a total of 3.6 million shares. As of July 31, 2010, we had remaining authorization to repurchase $309 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 net loss attributable to Sears Holdings Corporation appearing on the statements of operations excluding income attributable to noncontrolling interest, income tax benefit, interest expense, interest and investment income, other income (loss), 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:




                               13 Weeks Ended           26 Weeks Ended
                               --------------           --------------
                                        August                 August
                          July 31,         1,    July 31,         1,
                              2010         2009      2010         2009
                              ----         ----      ----         ----
  Net loss attributable
   to SHC per statement
   of operations              $(39)        $(94)     $(23)        $(68)

  Income attributable to
   noncontrolling
   interest                      5            8         6           16
  Income tax benefit           (19)         (52)       (4)         (28)
  Interest expense              69           63       136          122
  Interest and investment
   income                       (6)         (14)      (21)         (19)
  Other (income) loss           (5)          31         9           47
                               ---          ---       ---          ---
  Operating income (loss)        5          (58)      103           70
  Depreciation and
   amortization                221          228       442          454
  Gain on sales of assets       (9)          (5)      (53)         (59)
                                                      ---          ---
  Before excluded items        217          165       492          465

  Domestic pension
   expense                      31           42        57           84
  Closed store reserve
   and severance                 6           61         9           78
  Adjusted EBITDA as
   defined                    $254         $268      $558         $627
                              ====         ====      ====         ====
  % to revenues                2.4%         2.5%      2.7%         3.0%


  Adjusted EBITDA for our segments are as follows:




                                          13 Weeks Ended
                                          --------------
                            Adjusted EBITDA               % To Revenues
                            ---------------               -------------
                                      August
                        July 31,         1,       July 31,     August 1,
                            2010         2009         2010          2009
                            ----         ----         ----          ----
  Kmart                      $57          $14          1.6%          0.4%
  Sears Domestic             121          160          2.1%          2.8%
  Sears Canada (1)            76           94          6.6%          8.6%
                             ---          ---          ---           ---
  Total Adjusted EBITDA     $254         $268          2.4%          2.5%
                            ====         ====          ===           ===


  (1) Second quarter EBITDA in Canadian dollars was $79 million in 2010
  and $106 million in 2009.





                                          26 Weeks Ended
                                          --------------
                            Adjusted EBITDA               % To Revenues
                            ---------------               -------------
                                      August
                        July 31,         1,       July 31,     August 1,
                            2010         2009         2010          2009
                            ----         ----         ----          ----
  Kmart                     $148          $62          2.1%          0.8%
  Sears Domestic             287          426          2.6%          3.8%
  Sears Canada (1)           123          139          5.6%          7.0%
                             ---          ---          ---           ---
  Total Adjusted EBITDA     $558         $627          2.7%          3.0%
                            ====         ====          ===           ===


  (1) The first half EBITDA in Canadian dollars was $127 million in
  2010 and $165 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 .

Forward-Looking Statements

Results are preliminary and unaudited. This press release contains forward-looking statements about our expectations for the second 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, consumer electronics and automotive repair and maintenance. Sears Holdings is the 2010 ENERGY STAR庐 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 Operations
                                          (Unaudited)


    Amounts are Preliminary and Subject to Change

                                        13 Weeks Ended      26 Weeks Ended
                                        --------------      --------------
                                          July    August    July    August
    millions, except per share data        31,      1,       31,      1,
                                           2010     2009     2010     2009
                                           ----     ----     ----     ----
  REVENUES
    Merchandise sales and services      $10,458  $10,551  $20,504  $20,606
                                        -------  -------  -------  -------

  COSTS AND EXPENSES
    Cost of sales, buying and occupancy   7,635    7,756   14,851   14,938
    Gross margin dollars                  2,823    2,795    5,653    5,668
    Gross margin rate                      27.0%    26.5%    27.6%    27.5%

    Selling and administrative            2,606    2,630    5,161    5,203
    Selling and administrative expense
     as a percentage of total revenues     24.9%    24.9%    25.2%    25.2%

    Depreciation and amortization           221      228      442      454
    Gain on sales of assets                  (9)      (5)     (53)     (59)
        Total costs and expenses         10,453   10,609   20,401   20,536
                                         ------   ------   ------   ------

  Operating income (loss)                     5      (58)     103       70
  Interest expense                          (69)     (63)    (136)    (122)
  Interest and investment income              6       14       21       19
  Other income (loss)                         5      (31)      (9)     (47)
                                            ---      ---      ---      ---

  Loss before income taxes                  (53)    (138)     (21)     (80)
  Income tax benefit                         19       52        4       28
                                            ---      ---      ---      ---

  Net loss                                  (34)     (86)     (17)     (52)
  Income attributable to
   noncontrolling interest                   (5)      (8)      (6)     (16)
                                            ---      ---      ---      ---

  NET LOSS ATTRIBUTABLE TO HOLDINGS'
    SHAREHOLDERS                           $(39)    $(94)    $(23)    $(68)
                                           ====     ====     ====     ====

  LOSS PER COMMON SHARE ATTRIBUTABLE
    TO HOLDINGS' SHAREHOLDERS
    Diluted loss per share               $(0.35)  $(0.79)  $(0.20)  $(0.57)

    Diluted weighted average common
     shares outstanding                   112.6    119.1    113.6    120.0




                              Sears Holdings Corporation
                         Condensed Consolidated Balance Sheets

  Amounts are Preliminary and Subject to Change

                                                    (Unaudited)
                                                    -----------
                                                 July        August  January
  millions                                        31,           1,      30,
                                                  2010          2009    2010
                                                  ----          ----    ----
  ASSETS
  Current assets
     Cash and cash equivalents                  $1,193        $1,189  $1,689
     Restricted cash                                 6           103      11
     Receivables                                   754           896     652
     Merchandise inventories                     9,430         9,377   8,705
     Prepaid expenses and other current assets     378           422     381
                                                   ---           ---     ---
     Total current assets                       11,761        11,987  11,438

  Property and equipment, net                    7,485         7,867   7,709
  Goodwill                                       1,392         1,392   1,392
  Trade names and other intangible assets        3,173         3,244   3,208
  Other assets                                   1,022         1,270   1,061
                                                 -----                 -----
     TOTAL ASSETS                              $24,833       $25,760 $24,808
                                               =======       ======= =======

  LIABILITIES
  Current liabilities
     Short-term borrowings                      $1,218        $1,015    $325
     Current portion of long-term debt and
      capitalized lease obligations                590           283     482
     Merchandise payables                        3,673         3,361   3,335
     Unearned revenues                             997         1,029   1,012
     Accrued expenses and other current
      liabilities                                3,600         3,556   3,632
                                                 -----         -----   -----
     Total current liabilities                  10,078         9,244   8,786

  Long-term debt and capitalized lease
   obligations                                   1,378         1,941   1,698
  Pension and post-retirement benefits           2,172         2,045   2,271
  Other long-term liabilities                    2,586         2,883   2,618
                                                 -----                 -----
     Total Liabilities                          16,214        16,113  15,373
                                                ------        ------  ------

     Total Equity                                8,619         9,647   9,435
                                                 -----         -----   -----

     TOTAL LIABILITIES AND EQUITY              $24,833       $25,760 $24,808
                                               =======       ======= =======


  Total common shares outstanding                110.7         120.7   114.8





                          Sears Holdings Corporation
                                Segment Results
                                  (Unaudited)

  Amounts are Preliminary and Subject to Change

                                   13 Weeks Ended July 31, 2010
                                   ----------------------------
  millions, except store
   data                    Kmart          Sears        Sears      Sears
                           -----         Domestic      Canada    Holdings
                                         --------      ------    --------
  Merchandise sales and
   services                $3,630          $5,674      $1,154     $10,458
                           ------          ------      ------     -------

  Cost of sales, buying
   and occupancy            2,746           4,084         805       7,635
  Gross margin dollars        884           1,590         349       2,823
  Gross margin rate          24.4%           28.0%       30.2%       27.0%

  Selling and
   administrative             830           1,503         273       2,606
  Selling and
   administrative expense
   as a                      22.9%           26.5%       23.7%       24.9%
       percentage of total
        revenues
  Depreciation and
   amortization                36             160          25         221
  Gain on sales of assets      (1)             (8)          -          (9)
  Total costs and
   expenses                 3,611           5,739       1,103      10,453
                            -----           -----       -----      ------
  Operating income (loss)     $19            $(65)        $51          $5
                              ===            ====         ===         ===

  Number of:
    Kmart Stores            1,309               -           -       1,309
    Full-Line Stores            -             897         122       1,019
    Specialty Stores            -           1,335         316       1,651
    Total Stores            1,309           2,232         438       3,979
                            =====           =====         ===       =====



                                   13 Weeks Ended August 1, 2009
                                   -----------------------------
  millions, except store
   data                    Kmart          Sears        Sears      Sears
                           -----         Domestic      Canada    Holdings
                                         --------      ------    --------
  Merchandise sales and
   services                $3,756          $5,701      $1,094     $10,551
                           ------          ------      ------     -------

  Cost of sales, buying
   and occupancy            2,927           4,082         747       7,756
  Gross margin dollars        829           1,619         347       2,795
  Gross margin rate          22.1%           28.4%       31.7%       26.5%

  Selling and
   administrative             845           1,532         253       2,630
  Selling and
   administrative expense
   as a                      22.5%           26.9%       23.1%       24.9%
       percentage of total
        revenues
  Depreciation and
   amortization                36             167          25         228
  Gain on sales of assets      (1)             (3)         (1)         (5)
  Total costs and
   expenses                 3,807           5,778       1,024      10,609
                            -----           -----       -----      ------
  Operating income (loss)    $(51)           $(77)        $70        $(58)
                             ====            ====         ===        ====

  Number of:
    Kmart Stores            1,352               -           -       1,352
    Full-Line Stores            -             915         122       1,037
    Specialty Stores            -           1,282         267       1,549
    Total Stores            1,352           2,197         389       3,938
                            =====           =====         ===       =====



                          Sears Holdings Corporation
                                Segment Results
                                  (Unaudited)

  Amounts are Preliminary and Subject to Change

                                   26 Weeks Ended July 31, 2010
                                   ----------------------------
  millions, except store                  Sears         Sears      Sears
   data                    Kmart        Domestic        Canada   Holdings
                           -----        ---------      ------    ---------
  Merchandise sales and
   services                $7,213         $11,109       $2,182     $20,504
                           ------         -------       ------     -------

  Cost of sales, buying
   and occupancy            5,457           7,873        1,521      14,851
  Gross margin dollars      1,756           3,236          661       5,653
  Gross margin rate          24.3%           29.1%        30.3%       27.6%

  Selling and
   administrative           1,612           3,011          538       5,161
  Selling and
   administrative
   expense as a              22.3%           27.1%        24.7%       25.2%
       percentage of total
        revenues
  Depreciation and
   amortization                72             320           50         442
  Gain on sales of
   assets                      (6)            (47)           -         (53)
  Total costs and
   expenses                 7,135          11,157        2,109      20,401
                            -----          ------        -----      ------
  Operating income
   (loss)                     $78            $(48)         $73        $103
                              ===            ====          ===        ====

  Number of:
    Kmart Stores            1,309               -            -       1,309
    Full-Line Stores            -             897          122       1,019
    Specialty Stores            -           1,335          316       1,651
    Total Stores            1,309           2,232          438       3,979
                            =====           =====          ===       =====



                                   26 Weeks Ended August 1, 2009
                                   -----------------------------
  millions, except store
   data                    Kmart          Sears        Sears      Sears
                           -----        Domestic       Canada    Holdings
                                        --------       ------    --------
  Merchandise sales and
   services                $7,349         $11,273       $1,984     $20,606
                           ------         -------       ------     -------

  Cost of sales, buying
   and occupancy            5,662           7,907        1,369      14,938
  Gross margin dollars      1,687           3,366          615       5,668
  Gross margin rate          23.0%           29.9%        31.0%       27.5%

  Selling and
   administrative           1,659           3,060          484       5,203
  Selling and
   administrative
   expense as a              22.6%           27.1%        24.4%       25.2%
       percentage of total
        revenues
  Depreciation and
   amortization                72             333           49         454
  Gain on sales of
   assets                     (10)             (4)         (45)        (59)
  Total costs and
   expenses                 7,383          11,296        1,857      20,536
                            -----          ------        -----      ------
  Operating income
   (loss)                    $(34)           $(23)        $127         $70
                             ====            ====         ====         ===

  Number of:
    Kmart Stores            1,352               -            -       1,352
    Full-Line Stores            -             915          122       1,037
    Specialty Stores            -           1,282          267       1,549
    Total Stores            1,352           2,197          389       3,938
                            =====           =====          ===       =====




                                   Sears Holdings Corporation
                                        Adjusted EBITDA


  Amounts are Preliminary and Subject to Change


                                             13 Weeks Ended
                                             --------------
  millions                                    July 31, 2010
                                              -------------
                                     Kmart   Sears    Sears    Sears
                                     -----  Domestic  Canada  Holdings
                                            --------  ------  --------

  Operating income (loss) per
   statement of operations             $19      $(65)    $51        $5
  Depreciation and amortization         36       160      25       221
  Gain on sales of assets               (1)       (8)      -        (9)
                                       ---       ---     ---       ---
  Before excluded items                 54        87      76       217

  Closed store reserve and severance     3         3       -         6
  Domestic pension expense               -        31       -        31
  Adjusted EBITDA as defined           $57      $121     $76      $254
                                       ===      ====     ===      ====
  % to  revenues                       1.6%      2.1%    6.6%      2.4%

                                             26 Weeks Ended
                                             --------------
  millions                                    July 31, 2010
                                              -------------
                                     Kmart   Sears    Sears    Sears
                                     -----  Domestic  Canada  Holdings
                                            --------  ------  --------

  Operating income (loss) per
   statement of operations             $78      $(48)    $73      $103
  Depreciation and amortization         72       320      50       442
  Gain on sales of assets               (6)      (47)      -       (53)
                                       ---       ---     ---       ---
  Before excluded items                144       225     123       492

  Closed store reserve and severance     4         5       -         9
  Domestic pension expense               -        57       -        57
  Adjusted EBITDA as defined          $148      $287    $123      $558
                                      ====      ====    ====      ====
  % to  revenues                       2.1%      2.6%    5.6%      2.7%


                                          13 Weeks Ended
                                          --------------
  millions                                    August 1, 2009
                                              --------------
                                     Kmart    Sears    Sears    Sears
                                     -----   Domestic  Canada  Holdings
                                             --------  ------  --------

  Operating income (loss) per
   statement of operations            $(51)      $(77)    $70      $(58)
  Depreciation and amortization         36        167      25       228
  Gain on sales of assets               (1)        (3)     (1)       (5)
                                       ---        ---     ---       ---
  Before excluded items                (16)        87      94       165

  Closed store reserve and severance    30         31       -        61
  Domestic pension expense               -         42       -        42
  Adjusted EBITDA as defined           $14       $160     $94      $268
                                       ===       ====     ===      ====
  % to  revenues                       0.4%       2.8%    8.6%      2.5%

                                         26 Weeks Ended
                                         --------------
  millions                                    August 1, 2009
                                              --------------
                                     Kmart    Sears    Sears    Sears
                                     -----   Domestic  Canada  Holdings
                                             --------  ------  --------

  Operating income (loss) per
   statement of operations            $(34)      $(23)   $127       $70
  Depreciation and amortization         72        333      49       454
  Gain on sales of assets              (10)        (4)    (45)      (59)
                                       ---        ---     ---       ---
  Before excluded items                 28        306     131       465

  Closed store reserve and severance    34         36       8        78
  Domestic pension expense               -         84       -        84
  Adjusted EBITDA as defined           $62       $426    $139      $627
                                       ===       ====    ====      ====
  % to  revenues                       0.8%       3.8%    7.0%      3.0%








                                                Sears Holdings Corporation
                                                Adjusted Earnings per Share


  Amounts are Preliminary and Subject to Change


                             13 Weeks Ended July 31, 2010
                             ----------------------------
  millions, except                                         Closed
   per share data   GAAP        Domestic                    Store
                                                           Reserve
                    ----        Pension                      and
                                Expense                   Severance
                                -------                   ---------
  Selling and
   administrative
   impact           $2,606            (31)                   (6)
  Operating income
   impact                5              31                     6
  Other income
   impact                5              -                    -
  Income tax
   benefit impact       19            (12)                   (2)
  Noncontrolling
   interest impact      (5)             -                    -
  After tax and
   noncontrolling
   interest
   impact              (39)            19                     4
  Diluted loss per
   share impact     $(0.35)         $0.17                 $0.04


                            13 Weeks Ended August 1, 2009
                            -----------------------------
  millions, except                                         Closed
   per share data   GAAP        Domestic                    Store
                                                           Reserve
                    ----        Pension                      and
                                Expense                   Severance
                                -------                   ---------
  Cost of sales,
   buying and
   occupancy
   impact           $7,756            $-                      $(17)
  Selling and
   administrative
   impact            2,630           (42)                       (44)
  Operating loss
   impact              (58)           42                         61
  Other loss
   impact              (31)            -                         -
  Income tax
   benefit impact       52           (16)                       (23)
  Noncontrolling
   interest impact      (8)            -                         -
  After tax and
   noncontrolling
   interest
   impact              (94)           26                         38
  Diluted loss per
   share impact     $(0.79)        $0.22                      $0.32


                            26 Weeks Ended July 31, 2010
                            ----------------------------
  millions, except                                         Closed
   per share data   GAAP        Domestic                    Store
                                                           Reserve
                    ----        Pension                      and
                                Expense                   Severance
                                -------                   ---------
  Cost of sales,
   buying and
   occupancy
   impact          $14,851             $-                   $(2)
  Selling and
   administrative
   impact            5,161            (57)                   (7)
  Gain on sales of
   assets impact       (53)             -                     -
  Operating income
   impact              103             57                     9
  Other loss
   impact               (9)             -                     -
  Income tax
   benefit impact        4            (21)                   (3)
  Noncontrolling
   interest impact      (6)             -                     -
  After tax and
   noncontrolling
   interest
   impact              (23)            36                     6
  Diluted loss per
   share impact     $(0.20)         $0.32                 $0.06


                            26 Weeks Ended August 1, 2009
                            -----------------------------
  millions, except                                         Closed
   per share data   GAAP        Domestic                    Store
                                                           Reserve
                    ----        Pension                      and
                                Expense                   Severance
                                -------                   ---------
  Cost of sales,
   buying and
   occupancy
   impact          $14,938           $-                       $(17)
  Selling and
   administrative
   impact            5,203          (84)                       (61)
  Gain on sales of
   assets impact       (59)           -                         -
  Operating income
   impact               70           84                         78
  Other loss
   impact              (47)           -                         -
  Income tax
   benefit impact       28          (29)                       (26)
  Noncontrolling
   interest impact     (16)           -                        (2)
  After tax and
   noncontrolling
   interest
   impact              (68)          55                         50
  Diluted loss per
   share impact     $(0.57)       $0.46                      $0.41


                                    13 Weeks Ended July 31, 2010
                                    ----------------------------
                                                             As
  millions, except per share data  Mark-to-               Adjusted
                                    Market
                                    Losses                ---------
                                   -------
  Selling and administrative
   impact                             -                     $2,569
  Operating income impact             -                         42
  Other income impact                (8)                       (3)
  Income tax benefit impact           2                          7
  Noncontrolling interest impact      1                        (4)
  After tax and noncontrolling
   interest  impact                  (5)                      (21)
  Diluted loss per share impact  $(0.05)                   $(0.19)


                                    13 Weeks Ended August 1, 2009
                                    -----------------------------
                                                            As
  millions, except per share data Mark-to-               Adjusted
                                    Market
                                    Losses               ---------
                                   -------
  Cost of sales, buying and
   occupancy impact                   $-                     $7,739
  Selling and administrative
   impact                              -                      2,544
  Operating loss impact                -                         45
  Other loss impact                   22                        (9)
  Income tax benefit impact           (6)                         7
  Noncontrolling interest impact      (6)                      (14)
  After tax and noncontrolling
   interest  impact                   10                       (20)
  Diluted loss per share impact    $0.08                    $(0.17)


                                 26 Weeks Ended July 31, 2010
                               ----------------------------
                                                      Gain on
  millions, except per share data Mark-to-            Sales of  As Adjusted
                                    Market             Real
                                    Losses            Estate    -----------
                                   -------           -------
  Cost of sales, buying and
   occupancy impact                    $-               $-       $14,849
  Selling and administrative
   impact                               -                -         5,097
  Gain on sales of assets impact        -               35          (18)
  Operating income impact               -              (35)         134
  Other loss impact                      2               -           (7)
  Income tax benefit impact             (1)             13           (8)
  Noncontrolling interest impact        -               -            (6)
  After tax and noncontrolling
   interest  impact                      1            (22)           (2)
  Diluted loss per share impact      $0.01         $(0.20)       $(0.01)


                                      26 Weeks Ended August 1, 2009
                                      -----------------------------
                                                     Gain on
  millions, except per share data Mark-to-           Sales of  As Adjusted
                                                       Real
                                   Market             Estate    ----------
                                   Losses            -------
                                   ------
  Cost of sales, buying and
   occupancy impact                    $-                $-       $14,921
  Selling and administrative
   impact                               -                 -         5,058
  Gain on sales of assets impact        -                44           (15)
  Operating income impact               -               (44)          188
  Other loss impact                    36                 -           (11)
  Income tax benefit impact            (9)               11           (25)
  Noncontrolling interest impact      (10)               12           (16)
  After tax and noncontrolling
   interest  impact                    17               (21)           33
  Diluted loss per share impact     $0.14            $(0.17)        $0.27

First Call Analyst:
FCMN Contact:

SOURCE: Sears Holdings Corporation

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

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