Sears to Evaluate Strategic Alternatives For Credit and Financial Products Business

Sears (NYSE: S) announced today that it is evaluating strategic alternatives for the company's Credit and Financial Products business, including its possible sale, in order to create value for all investors and focus on its profitable core Retail and Related Services business.

Sears' Credit and Financial Products business manages the eighth largest U.S. credit card portfolio with $30.8 billion in card receivables at year-end 2002, representing approximately 25 million active accounts. The business has the nation's largest in-house, proprietary card portfolio with $18.4 billion in Sears Card receivables, as well as $12.4 billion in MasterCard receivables. The business generated more than $1.5 billion of comparable operating income in 2002.

"Sears' Credit and Financial Products business is extremely attractive and highly profitable," said Alan J. Lacy, chairman and chief executive officer. "It continues to perform well and is on track to deliver on its 2003 financial plan. However, we believe the tremendous value and earnings power of these assets are not reflected in today's market valuation of Sears. By selecting the right strategic partner for this unique business, we believe we can create significant value for our investors.

"This strategic action will support our sharpened focus on strengthening and growing Sears' profitable Retail and Related Services business, while further streamlining our organization, reducing leverage and returning cash to shareholders," said Lacy.

Sears' Retail and Related Services business delivered more than $31 billion in revenue and $1.2 billion in operating income in 2002, a 28 percent increase over 2001 on a comparable basis, and generates significant free cash flow. The company is the No. 1 retailer of home appliances, fitness equipment and lawn mowers, and holds leading positions in many other categories. In addition, Sears is the exclusive provider of several leading brands, including Kenmore, Craftsman, Lands' End and DieHard. Sears owns a substantial direct-to-customer operation and is the largest U.S. product repair service provider, making 14.5 million service calls annually.

The company expects to conclude its review of strategic alternatives for the Credit and Financial Products business and take any related actions that arise from this review in the second half of 2003.

Webcast Scheduled

Sears will webcast an analyst and investor conference call this morning at 9:00 a.m. Eastern / 8:00 a.m. Central time. The call will be webcast live over the Internet at Sears.com. To access the webcast, click on "Investor Relations" and select "Events and Webcasts." A replay of the call will be available on the Web site for approximately one week. Software necessary to listen to the webcast, Windows Media Player or Real Player, can be downloaded from the webcast site. Downloading the software may take up to 22 minutes with a 56K speed modem.

About Sears

Sears, Roebuck and Co. is a broadline retailer with significant service and credit businesses. In 2002, the company's annual revenue was $41.4 billion. The company offers its wide range of apparel, home and automotive products and services to families in the U.S. through Sears stores nationwide, including approximately 870 full-line stores. Sears also offers a variety of merchandise and services through its Web site, www.sears.com. In June 2002, Sears acquired Lands' End, a direct merchant of traditionally styled, classic Lands' End clothing offered to customers around the world through regular mailings of its specialty catalogs and online at www.landsend.com.

Forward-Looking Statements

This press release and this morning's webcast contain statements about the Company's expectations regarding possible strategic alternatives for its Credit and Financial Products business and the timeline for completing a review of such alternatives, as well as statements about the Company's 2003 financial plan, and other statements about future Company performance. These are forward-looking statements 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. For example, there can be no assurances that the Company will identify an acceptable purchaser or negotiate acceptable terms for the sale and ongoing operation of all or part of its Credit and Financial Products business and there can be no assurances as to the timing of such a transaction or transactions. These outcomes depend on many factors outside the Company's control, such as the willingness of third parties to accept terms that are acceptable to the Company. Further risks and uncertainties that may cause actual results to differ materially include competitive conditions in retail and credit; changes in consumer confidence and spending; delinquency and charge-off trends in the credit card portfolio; consumer debt levels and the level of consumer bankruptcies; the success of initiatives to address increased delinquencies and credit losses and improve credit profitability; the success of the Full-line store strategy and other strategies; the possibility that the Company will identify new business and strategic options for one or more of its business segments, potentially including selective acquisitions, dispositions, restructurings, joint ventures and partnerships; Sears' ability to integrate and operate Lands' End successfully; the successful integration of Sears retail businesses with a third-party credit card program, which involves significant training and the integration of complex systems and processes; the outcome of pending legal proceedings; anticipated cash flow; social and political conditions such as war, political unrest and terrorism or natural disasters; the possibility of negative investment returns in the Company's pension plan; changes in interest rates; the volatility in financial markets; changes in the Company's debt ratings, credit spreads and cost of funds; the possibility of interruptions in systematically accessing the public debt markets; general economic conditions and normal business uncertainty. In addition, Sears typically earns a disproportionate share of its operating income in the fourth quarter due to seasonal buying patterns, which are difficult to forecast with certainty. 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.

Sears, Roebuck and Co. Domestic Credit and Financial Products Results, excluding non-comparable items

                  Supplemental Financial Disclosure (1)

                           2000               2001                2002
  Revenue less Interest
   (in millions)         $3,697              $3,821              $4,378
  Operating Income
   (in millions)         $1,513              $1,529              $1,502

  Average Account
   Balance as of Year-end:
  Total portfolio        $1,113              $1,136              $1,321

  Total Portfolio
   (in millions):
  Average managed
   receivables          $25,830             $26,318             $28,372
  Ending managed
   receivables          $27,001             $27,599             $30,766

  Pre-Tax Profitability
   Ratios:
  Return on average
   managed
   receivables(2)           5.9%                5.8%                5.3%
  Return on average
   equity(3)                 59%                 58%                 53%

                                2001                        2002
                       Q1     Q2    Q3     Q4       Q1    Q2     Q3     Q4
  Credit Statistics:
  60+ day delinquency
   rates(4)          7.50%  7.26%  7.41% 7.58%    7.31%  6.87%  7.24%  7.69%
  Net charge-off
   rates(5)          5.07%  5.42%  5.62% 5.23%    5.43%  5.32%  5.55%  5.40%

   (1) For more complete and detailed information refer to the Company's
       Form 10-K for the fiscal year ended December 28, 2002.

   (2) Equal to ratio of comparable operating income divided by average
       managed credit card receivables of the Credit and Financial Products
       segment.

   (3) Equal to ratio of comparable operating income divided by average
       equity based on a 9-to-1 debt to equity ratio for managed
       receivables.

   (4) Equal to ratio of balances associated with delinquent accounts
       greater than 60-days past due as a percentage of end-of-period
       receivables.  Accounts are classified as delinquent until charged-off
       pursuant to the company's charge-off policy which typically charges
       off receivable balances after a 240-day contractual delinquency
       period.

   (5) Equal to net charge-offs as a percentage of average receivables.


   SEARS, ROEBUCK AND CO.
   Segment Income Statements
   (millions)

   For the 52 Weeks Ended
    December 30, 2000

         Excluding Non-Comparable Items and Securitization Income

                           Retail &     Credit &
                           Related     Financial   Corporate &     Sears
                          Services     Products      Other         Canada

  Merchandise sales
   and services            $31,935        $--          $353       $ 3,989
  Credit and financial
   products revenues            --      5,247            --           293

  Total Revenues            31,935      5,247           353         4,282

  Costs and expenses
    Cost of sales, buying
     and occupancy          23,573         --           144         2,901
    Selling and
     administrative          6,687        810           407         1,038
    Provision for
     uncollectible accounts     --      1,358            --            48
    Provision for previously
     securitized receivables    --         --            --            --
    Depreciation and
     amortization              710         16            53            60
    Interest                    25      1,550            --           113
    Special charges and
     impairments                --         --            --            --
      Total costs and
       expenses             30,995      3,734           604         4,160

  Operating income            $940    $ 1,513        $ (251)         $122

  Net Income

  EPS - Diluted

    Average shares o/s

                         Total  Securitization         Non-
                                     Impact (1)  comparable   Consolidated
                                                      items           GAAP
  Merchandise sales
   and services        $36,277           $--          $--          $36,277

  Credit and financial
   products revenues     5,540          (969)          --            4,571

  Total Revenues        41,817          (969)          --           40,848

  Costs and expenses

    Cost of sales,
     buying and
     occupancy          26,618            --           14(2)        26,632
    Selling and
     administrative      8,942          (135)          --            8,807
    Provision for
     uncollectible
     accounts            1,406          (522)          --              884
    Provision for
     previously
     securitized
     receivables            --            --           --               --
    Depreciation and
     amortization          839            --           --              839
    Interest             1,688          (440)          --            1,248
    Special charges
     and impairments        --            --          251(2)           251

      Total costs and
       expenses         39,493        (1,097)         265           38,661

  Operating income     $ 2,324          $128       $ (265)          $2,187

  Net Income           $ 1,458           $82       $ (197)          $1,343

  EPS - Diluted          $4.21         $0.24       $(0.57)           $3.88

     Average shares o/s  346.3         346.3        346.3            346.3


  2000 noncomparable items include:
   (1) During 2001, the Company adopted Statement of Financial Accounting
       Standards ("SFAS") No. 140, "Accounting for Transfers and Servicing
       of Financial Assets and Extinguishments of Liabilities".  Prior to
       2001, domestic securitized receivables were recorded as off-balance
       sheet securitizations under previous accounting rules thereby
       reducing reported amounts of revenues, expenses, assets and
       liabilities.  From April 2001 forward, the Company securitization
       transactions are accounted for as secured borrowings and the Company
       ceased recording securitization income, which was $128 million
       ($82 million after-tax) in 2000.

   (2) Special charges and impairments in 2000 consisted of:
       - a $150 million pretax charge ($99 million after-tax) related to the
         closing of 87 underperforming stores.  Of the $150 million pretax
         charge, $136 million was recorded in special charges and
         impairments and $14 million in cost of sales.
       - a $115 million impairment charge ($98 million after-tax) to write
         down the Sears Termite and Pest Control business to its fair value.
         This business was sold in 2001.


   SEARS, ROEBUCK AND CO.
   Segment Income Statements
   (millions)

   For the 52 Weeks Ended
    December 29, 2001

                    Excluding Non-Comparable Items and Securitization Income

                            Retail & Related   Credit &   Corporate &  Sears
                                 Services      Financial     Other    Canada
                                               Products
  Merchandise sales and
   services                      $ 31,346        $--         $378     $4,031
  Credit and financial
   products revenues                   --      5,216           --        294

  Total Revenues                   31,346      5,216          378      4,325

  Costs and expenses
     Cost of sales, buying
      and occupancy                23,081         --          159      2,994
     Selling and administrative     6,628        833          473        997
     Provision for uncollectible
      accounts                         --      1,441           --         56
     Provision for previously
      securitized receivables          --         --           --         --
     Depreciation and amortization    704         18           58         83
     Interest                          32      1,395           --        111
     Special charges and impairments   --         --           --         --
       Total costs and expenses    30,445      3,687          690      4,241

  Operating income                   $901     $1,529        $(312)        84

  Net Income before
   cumulative effect of
   change in accounting

  Cumulative effect of
   change in accounting

  Net Income

  EPS - Diluted

    Average shares o/s


                          Total    Securitization      Non-     Consolidated
                                      Impact(1)     comparable     GAAP
                                                      items
  Merchandise sales
   and services         $35,755         $--            $--       $35,755
  Credit and financial
   products revenues      5,510        (275)            --         5,235

  Total Revenues         41,265        (275)            --        40,990

  Costs and expenses
    Cost of sales,
     buying and
     occupancy           26,234          --             --        26,234
   Selling and
    administrative        8,931         (39)            --         8,892
   Provision for
    uncollectible
    accounts              1,497        (153)            --         1,344
   Provision for
    previously securitized
    receivables              --          --            522(1)        522
   Depreciation and
    amortization            863          --             --           863
   Interest               1,538        (123)            --         1,415
   Special charges and
    impairments              --          --            542(2)        542
     Total costs and
      expenses           39,063        (315)         1,064        39,812

  Operating income       $2,202         $40       $ (1,064)       $1,178

  Net Income before
   cumulative effect of
   change in accounting  $1,385         $26          $(676)         $735

  Cumulative effect of
   change in accounting     $--         $--            $--           $--

  Net Income             $1,385         $26          $(676)         $735

  EPS - Diluted           $4.22      $ 0.08         $(2.06)        $2.24

    Average shares o/s    328.5       328.5          328.5         328.5


  2001 noncomparable items include:
  (1) During 2001, the Company adopted Statement of Financial Accounting
      Standards ("SFAS")No. 140, " Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities".Prior to 2001,
      domestic securitized receivables were recorded as off-balance sheet
      securitizations under previous accounting rules thereby reducing
      reported amounts of revenues, expenses, assets and liabilities. With
      the adoption of SFAS No. 140, the Company recorded a $522 million
      ($331 million after-tax) provision for previously securitized
      receivables to establish an allowance for uncollectible accounts
      related to $12 billion of securitized receivables reinstated on the
      Company's balance sheet.In addition, from April 2001 forward, the
      Company securitization transactions are accounted for as secured
      borrowings and the Company ceased recording securitization income,
      which was $40 million ($26 million after-tax) in 2001.

  (2) Special charges and impairments in 2001 consisted of:
      - a $151 million pretax charge ($97 million after-tax) for the exit of
        unprofitable and non-strategic Full-line Store business categories
        (including cosmetics, installed floor coverings and custom window
        treatments).
      - a $123 million pretax charge ($79 million after-tax) for
        productivity initiatives designed to reduce operating costs.
      - a $205 million pretax charge($129 million after-tax) for impairment
        and other losses primarily resulting from the insolvency of Homelife
        (a former operating division of Sears which was sold in 1998)
      - a $63 million pretax charge ($40 million after-tax) for the cost of
        a civil legal settlement relating to selling practices in 1994 and
        1995 of certain automotive batteries manufactured by Exide
        Technologies


   SEARS, ROEBUCK AND CO.
   Segment Income Statements
   (millions)

   For the 52 Weeks Ended
    December 28, 2002

                      Excluding Non-Comparable Items

                     Retail & Related      Credit & Financial    Corporate &
                         Services               Products            Other
  Merchandise sales
   and services           $31,459                  $--               $326
  Credit and financial
   products revenues           --                5,392                 --

  Total Revenues           31,459                5,392                326

  Costs and expenses
    Cost of sales,
     buying and occupancy  22,743                   --                121
    Selling and
     administrative         6,816                  955                442
    Provision for
     uncollectible accounts    --                1,903                 --
    Provision for
     previously
     securitized receivables   --                   --                 --
    Depreciation and
     amortization             710                   18                 55
    Interest                   35                1,014                 --
    Special charges and
     impairments               --                   --                 --

      Total costs and
       expenses            30,304                3,890                618

    Operating income       $1,155              $ 1,502              $(292)

  Net Income before
   cumulative effect
   of change in
   accounting
  Cumulative effect
   of change
   in accounting

  Net Income

  EPS - Diluted

    Average shares o/s


                              Sears       Total      Non-       Consolidated
                              Canada               comparable       GAAP
                                                     items

  Merchandise sales and
   services                   $3,913     $35,698     $ --         $35,698
  Credit and financial
   products revenues             276       5,668       --           5,668

  Total Revenues               4,189      41,366       --          41,366

  Costs and expenses
    Cost of sales, buying
     and occupancy             2,782      25,646       --          25,646
    Selling and
     administrative            1,036       9,249       --           9,249
    Provision for
     uncollectible
     accounts                     58       1,961      300 (1)       2,261
    Provision for
     previously
     securitized receivables      --          --       --              --
    Depreciation and
     amortization                 92         875       --             875
    Interest                      94       1,143       --           1,143
    Special charges and
     impairments                  --          --      111 (2)         111
    Total costs
     and expenses              4,062      38,874      411          39,285

  Operating income              $127      $2,492   $ (411)        $ 2,081

  Net Income before
   cumulative effect of
   change in accounting                   $1,578       $6 (3)    $ 1,584
  Cumulative effect of change
   in accounting                             $--   $ (208)(4)      $(208)

  Net Income                              $1,578   $ (202)       $ 1,376

  EPS - Diluted                            $4.92   $(0.63)         $4.29

    Average shares o/s                     320.7    320.7          320.7


  2002 noncomparable items include:
  (1) In 2002, the Company refined its allowance methodology to include
      current accounts and credit card fees, resulting in a $300 million
      ($191 million after-tax) increase to the allowance for uncollectible
      accounts.

  (2) During 2002, Sears Canada converted seven stores operating under the
      Eatons banner to Sears Canada Stores, resulting in severance, asset
      impairment and other exit costs amounting to $111 million ($40 million
      net of income taxes and minority interest).

  (3) During 2002, the Company recorded a pretax gain of $336 million
      ($237 million after-tax) resulting from the gain on the sale of its
      holdings in Advance Auto Parts. (This after-tax gain of $237 million
      offset the after-tax charges of $191 million and $40 million noted in
      footnotes 1 and 2 above.)

  (4) During 2002, the Company adopted Statement of Financial Accounting
      Standard No. 142 "Goodwill and Other Intangible Assets", resulting in
      a charge of $208 million (net of income taxes and minority interest),
      representing the cumulative effect of the change in accounting for
      goodwill as of the beginning of 2002.

SOURCE: Sears

CONTACT: Media - Edgar P. McDougal, +1-847-286-9669, or Investors - Pam
White, +1-847-286-1468, both of Sears; or George Sard or Denise DesChenes,
both of Citigate Sard Verbinnen, +1-212-687-8080, for Sears

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








© Transform SR Brands, LLC