Sears Holdings Reports Second Quarter Results

Sears Holdings Corporation ("Holdings," "we," "us," "our" or the "Company") (NASDAQ: SHLD) today reported net income of $176 million, or $1.17 per diluted share, for the second quarter ended August 4, 2007, compared with net income of $294 million, or $1.88 per diluted share, for the second quarter ended July 29, 2006. The second quarter 2006 results included a $36 million pre-tax gain, $22 million after tax or $0.14 per diluted share, representing our portion of proceeds received during the second quarter last year related to the settlement of Visa/MasterCard antitrust litigation. Excluding this gain, earnings per diluted share were $1.74 for the second quarter of fiscal 2006. The decline in our second quarter results from the same quarter last year primarily reflects lower operating results at both Sears Domestic and Kmart, partially offset by improved operating results at Sears Canada. Earnings per diluted share for the current year second quarter benefited from lower average diluted shares outstanding during the current year quarter as compared with the second quarter of fiscal 2006.

"We are disappointed with our second quarter results. Our gross margins came under pressure from sales declines and increased promotional activity, and as a result, our net income was significantly below last year and our expectations," said Aylwin Lewis, Sears Holdings' chief executive officer and president. "In response, we are enhancing our marketing message to more clearly articulate the advantages of our products and service offerings, including our recently announced Ultimate Appliance Promise."(1)

Second Quarter Revenues and Comparable Store Sales

As previously announced August 13, 2007, Sears Domestic's comparable store sales declined 4.3% for the quarter, while Kmart's comparable store sales declined 3.8%. Total domestic comparable store sales declined 4.1%. We experienced lower sales across most merchandise categories at both Kmart and Sears Domestic, partially offset by increased sales of women's apparel at both Kmart and Sears Domestic, as well as within consumer electronics and footwear at Sears Domestic. For the quarter, our total revenues declined $0.6 billion to $12.2 billion in fiscal 2007, as compared to $12.8 billion for the second quarter of fiscal 2006.

Operating Income

For the quarter, our operating income decreased $178 million to $339 million in fiscal 2007, as compared to $517 million in the second quarter of fiscal 2006. The decline in operating income was mainly attributable to lower gross margin dollars generated at both Kmart and Sears Domestic as a result of the above-noted sales declines, as well as a decline in the gross margin rate realized at Sears Domestic. Sears Domestic's gross margin rate declined across most full-line store merchandise categories primarily due to increased markdown activity, most notably within spring and summer seasonal apparel categories. These negative factors were only partially offset by lower overall consolidated expenses and improved operating results at Sears Canada.

Financial Position

We had cash and cash equivalents of $2.6 billion at August 4, 2007 (of which $2.0 billion was domestic and $0.6 billion was at Sears Canada) as compared to $3.7 billion at July 29, 2006 and $4.0 billion at February 3, 2007. The decline in domestic cash and cash equivalents from February 3, 2007 primarily reflects share repurchases made pursuant to our share repurchase program as further discussed below. Additionally, we spent $274 million on capital expenditures and made debt repayments of $304 million, net of new borrowings, during the first half of fiscal 2007.

Merchandise inventories at August 4, 2007 were $10.2 billion, as compared to $9.5 billion as of July 29, 2006. The increase primarily reflects the acquisition of previously consigned pharmacy inventory at Kmart (approximately $170 million), planned increases resulting from efforts aimed at improving in-stock levels (approximately $155 million), including an increase in this respect of approximately $65 million in Lands' End inventory, the impact of lower than forecast sales levels (approximately $135 million), and earlier receipt of product (approximately $120 million). Merchandise payables were $3.4 billion at August 4, 2007, as compared to $3.3 billion as of July 29, 2006.

Share Repurchase

We repurchased 9.6 million of our common shares at a total cost of $1.5 billion under our share repurchase program during the second quarter of fiscal 2007. As previously announced on August 13, 2007, our Board of Directors approved the repurchase of up to an additional $1.5 billion of our common shares. 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. As of August 24, 2007, we had remaining authorization to repurchase $1.4 billion of common shares under the share repurchase program.

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 appearing on the statement of income less depreciation and amortization and gains/(losses) on sales of assets. In addition, it is adjusted to exclude certain nonrecurring gains/(losses) and restructuring charges. 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
  -- Restructuring activities 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 4,    July 29,    August 4,   July 29,
                                 2007         2006        2007        2006
  Operating income per
   statement of income           $339         $517        $732        $848
  Plus depreciation and
   amortization                   261          276         524         565
  Less gain on sale of
   assets                          (5)          (7)        (10)        (24)
  Before excluded items           595          786       1,246       1,389

  Legal settlement gain            --           --         (30)         --
  Sears Canada post-
   retirement benefit plans
   curtailment gain                --           --         (27)         --
  Hurricane related
   recoveries                      (3)          --         (18)         --
  Vice Chairman separation
   expense                         --            8          --           8
  Visa/MasterCard
   settlement                      --          (36)         --         (36)
  Restructuring charges            --           14          --          23
  Adjusted EBITDA as
   defined                       $592         $772      $1,171      $1,384
  % to revenues                  4.8%         6.0%        4.9%        5.6%



Adjusted EBITDA for our domestic (United States operations) and Sears Canada operations are as follows:

                     13 Weeks Ended                  26 Weeks Ended
            Adjusted EBITDA   % To Revenues   Adjusted EBITDA  % To Revenues
              August   July   August  July     August   July    August  July
                4,      29,     4,     29,       4,      29,      4,     29,
               2007    2006    2007   2006      2007    2006     2007   2006
  Domestic
   operations  $489    $679    4.5%   5.9%    $1,017   $1,253    4.7%   5.6%
  Sears
   Canada       103      93    7.9%   7.4%       154      131    6.6%   5.7%
  Total
   Adjusted
   EBITDA      $592    $772    4.8%   6.0%    $1,171   $1,384    4.9%   5.6%



  Quarterly Report on Form 10-Q

We plan to file our Quarterly Report on Form 10-Q for the second quarter 2007 with the SEC on August 30, 2007.

Forward-Looking Statements

Results are unaudited. This press release contains forward-looking statements about our expectations. 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. Risks and uncertainties include the possibility that we fail to offer products and services that satisfy the desires of our customers, whose preferences may change in the future, or other factors outside the control of Holdings. Actual results may differ materially from those set forth in the forward- looking statements. We intend the forward-looking statements to speak only as of the time made and does 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 over $50 billion in annual revenues, and approximately 3,800 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. We also have Martha Stewart Everyday products, which are offered exclusively in the U.S. by Kmart and in Canada by Sears Canada. We are the nation's largest provider of home services, with more than 13 million service calls made annually. For more information, visit Sears Holdings' website at http://www.searsholdings.com/.

  (1) Sears Ultimate Appliance Promise is a powerful way to show our
      customers that we are committed to being the only place they will ever
      need to shop for appliances. It means we promise to offer: the largest
      selection of appliances; the best price -- guaranteed; worry-free
      1-year service -- guaranteed; and next day delivery & installation
      plus haul-away -- guaranteed.  See details at http://www.sears.com/.



                        Sears Holdings Corporation
               Condensed Consolidated Statements of Income
                               (Unaudited)


                                         13 Weeks Ended    26 Weeks Ended
    millions, except per share data    August 4, July 29, August 4, July 29,
                                         2007      2006     2007      2006
  REVENUES
    Merchandise sales and services      $12,239  $12,785   $23,941  $24,783

  COSTS AND EXPENSES
    Cost of sales, buying and
     occupancy                            8,845    9,158    17,262   17,823
    Gross margin dollars                  3,394    3,627     6,679    6,960
    Gross margin rate                     27.7%    28.4%     27.9%    28.1%

    Selling and administrative            2,799    2,827     5,433    5,548
    Selling and administrative expense
     as a percentage of total revenues    22.9%    22.1%     22.7%    22.4%

    Depreciation and amortization           261      276       524      565
    Gain on sales of assets                  (5)      (7)      (10)     (24)
    Restructuring charges                     -       14         -       23
        Total costs and expenses         11,900   12,268    23,209   23,935

  Operating income                          339      517       732      848
  Interest and investment income            (42)     (61)      (82)    (101)
  Interest expense                           71       83       144      166
  Other income                              (10)      (7)      (16)     (15)

  Income before income taxes and
   minority interest                        320      502       686      798
  Income taxes                              129      201       272      319
  Minority interest                          15        7        22        5

  NET INCOME                               $176     $294      $392     $474

  EARNINGS PER COMMON SHARE
    Diluted earnings per share            $1.17    $1.88     $2.57    $3.01

    Diluted weighted average common
     shares outstanding                   150.9    156.5     152.4    157.3



                        Sears Holdings Corporation
                  Condensed Consolidated Balance Sheets


                                               (Unaudited)

  millions                               August 4,    July 29,   February 3,
                                           2007         2006        2007
  ASSETS
  Current assets
    Cash and cash equivalents              $2,631       $3,690      $3,968
    Receivables                               748          803         847
    Merchandise inventories                10,150        9,455       9,907
    Other current assets                      669          917         684
    Total current assets                   14,198       14,865      15,406

  Property and equipment, net               8,846        9,395       9,132
  Goodwill                                  1,714        1,885       1,692
  Tradenames and other intangible
   assets                                   3,391        3,454       3,437
  Other assets                                421          462         399
    TOTAL ASSETS                          $28,570      $30,061     $30,066

  LIABILITIES
  Current liabilities
    Short-term borrowings and current
     portion of long-term debt               $631         $295        $707
    Merchandise payables                    3,439        3,274       3,312
    Unearned revenues                       1,117        1,082       1,073
    Other current liabilities               4,395        5,244       4,960
    Total current liabilities               9,582        9,895      10,052

  Long-term debt and capital lease
   obligations                              2,645        3,475       2,849
  Pension and postretirement benefits       1,465        2,361       1,648
  Minority interest and other
   liabilities                              3,262        2,719       2,803
    Total Liabilities                      16,954       18,450      17,352

    Total Shareholders' Equity             11,616       11,611      12,714

    TOTAL LIABILITIES AND
     SHAREHOLDERS' EQUITY                 $28,570      $30,061     $30,066


  Total common shares outstanding           144.4        155.9       153.8



                        Sears Holdings Corporation
                             Segment Results
                               (Unaudited)


                                            13 Weeks Ended August 4, 2007
  millions
                                                       Sears         Sears
                                          Kmart  Domestic  Canada   Holdings
  Merchandise sales and services         $4,228   $6,706   $1,305   $12,239

  Cost of sales, buying and occupancy     3,203    4,736      906     8,845
  Gross margin dollars                    1,025    1,970      399     3,394
  Gross margin rate                       24.2%    29.4%    30.6%     27.7%

  Selling and administrative                870    1,633      296     2,799
  Selling and administrative expense as
   a percentage of total revenues         20.6%    24.4%    22.7%     22.9%
  Depreciation and amortization              27      202       32       261
  (Gain) loss on sales of assets              -       (2)      (3)       (5)
  Restructuring charges                       -        -        -         -
  Total costs and expenses                4,100    6,569    1,231    11,900
  Operating income                         $128     $137      $74      $339

  Number of:
    Kmart Stores                          1,388        -        -     1,388
    Full-Line Stores                          -      934      123     1,057
    Specialty Stores                          -    1,111      253     1,364
    Total Stores                          1,388    2,045      376     3,809



                                            13 Weeks Ended July 29, 2006
  millions
                                                       Sears         Sears
                                          Kmart  Domestic  Canada   Holdings
  Merchandise sales and services         $4,472   $7,051   $1,262   $12,785

  Cost of sales, buying and occupancy     3,389    4,884      885     9,158
  Gross margin dollars                    1,083    2,167      377     3,627
  Gross margin rate                       24.2%    30.7%    29.9%     28.4%

  Selling and administrative                874    1,669      284     2,827
  Selling and administrative expense as
   a percentage of total revenues         19.5%    23.7%    22.5%     22.1%
  Depreciation and amortization              18      224       34       276
  Gain on sales of assets                     -       (7)       -        (7)
  Restructuring charges                       -        -       14        14
  Total costs and expenses                4,281    6,770    1,217    12,268
  Operating income                         $191     $281      $45      $517

  Number of:
    Kmart Stores                          1,398        -        -     1,398
    Full-Line Stores                          -      934      123     1,057
    Specialty Stores                          -    1,091      254     1,345
    Total Stores                          1,398    2,025      377     3,800



                                          26 Weeks Ended August 4, 2007
  millions
                                                      Sears         Sears
                                         Kmart  Domestic  Canada   Holdings
  Merchandise sales and services        $8,243   $13,366  $2,332    $23,941

  Cost of sales, buying and occupancy    6,258     9,365   1,639     17,262
  Gross margin dollars                   1,985     4,001     693      6,679
  Gross margin rate                      24.1%     29.9%   29.7%      27.9%

  Selling and administrative             1,710     3,211     512      5,433
  Selling and administrative expense as
   a percentage of total revenues        20.7%     24.0%   22.0%      22.7%
  Depreciation and amortization             53       408      63        524
  (Gain) loss on sales of assets            (1)       (1)     (8)       (10)
  Restructuring charges                      -         -       -          -
  Total costs and expenses               8,020    12,983   2,206     23,209
  Operating income                        $223      $383    $126       $732

  Number of:
    Kmart Stores                         1,388         -       -      1,388
    Full-Line Stores                         -       934     123      1,057
    Specialty Stores                         -     1,111     253      1,364
    Total Stores                         1,388     2,045     376      3,809



                                          26 Weeks Ended July 29, 2006
  millions
                                                      Sears        Sears
                                         Kmart  Domestic  Canada  Holdings
  Merchandise sales and services        $8,726   $13,748  $2,309  $24,783

  Cost of sales, buying and occupancy    6,630     9,545   1,648   17,823
  Gross margin dollars                   2,096     4,203     661    6,960
  Gross margin rate                      24.0%     30.6%   28.6%    28.1%

  Selling and administrative             1,729     3,289     530    5,548
  Selling and administrative expense as
   a percentage of total revenues        19.8%     23.9%   23.0%    22.4%
  Depreciation and amortization             33       464      68      565
  Gain on sales of assets                  (17)       (7)   -         (24)
  Restructuring charges                      4      -         19       23
  Total costs and expenses               8,379    13,291   2,265   23,935
  Operating income                        $347      $457     $44     $848

  Number of:
    Kmart Stores                         1,398      -       -       1,398
    Full-Line Stores                       -         934     123    1,057
    Specialty Stores                       -       1,091     254    1,345
    Total Stores                         1,398     2,025     377    3,800



                          Sears Holdings Corporation
                               Adjusted EBITDA


                                           13 Weeks Ended
  millions                  August 4, 2007               July 29, 2006
                        Domestic  Sears   Sears    Domestic   Sears   Sears
                       Operations Canada Holdings Operations Canada Holdings


  Operating income per
   statement of income    $265     $74     $339      $472      $45     $517
  Plus depreciation and
   amortization            229      32      261       242       34      276
  Less gain on sale of
   assets                   (2)     (3)      (5)       (7)       -       (7)
  Before excluded items    492     103      595       707       79      786

  Hurricane related
   recoveries               (3)      -       (3)        -        -        -
  Vice Chairman
   separation expense        -       -        -         8        -        8
  Visa/MasterCard
   settlement                -       -        -       (36)       -      (36)
  Restructuring
   charges                   -       -        -         -       14       14
  Adjusted EBITDA
   as defined              $489    $103     $592      $679      $93     $772
  % to  revenues           4.5%    7.9%     4.8%      5.9%     7.4%     6.0%



                                          26 Weeks Ended
  millions                  August 4, 2007               July 29, 2006
                        Domestic  Sears   Sears    Domestic   Sears   Sears
                       Operations Canada Holdings Operations Canada Holdings

  Operating income per
   statement of income     $606    $126    $732      $804      $44     $848
  Plus depreciation
   and amortization         461      63     524       497       68      565
  Less gain on sale
   of assets                 (2)     (8)    (10)      (24)       -      (24)
  Before excluded items   1,065     181   1,246     1,277      112    1,389

  Legal settlement gain     (30)      -     (30)        -        -        -
  Sears Canada post-
   retirement benefit
   plans curtailment
   gain                       -     (27)    (27)        -        -        -
  Hurricane related
   recoveries               (18)      -     (18)        -        -        -
  Vice Chairman
   separation expense         -       -       -         8        -        8
  Visa/MasterCard
   settlement                 -       -       -       (36)       -      (36)
  Restructuring
   charges                    -       -       -         4       19       23
  Adjusted EBITDA
   as defined            $1,017    $154  $1,171    $1,253     $131   $1,384
  % to revenues            4.7%    6.6%    4.9%      5.6%     5.7%     5.6%

First Call Analyst:
FCMN Contact:

SOURCE: Sears Holdings Corporation

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

Web site: http://www.searsholdings.com/
http://www.sears.com/








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