HOFFMAN ESTATES, Ill., Aug. 25, 2016 /PRNewswire/ -- Sears Holdings Corporation ("Holdings," "we," "us," "our," or the "Company")(NASDAQ: SHLD) today announced financial results for its second quarter ended July 30, 2016. As a supplement to this announcement, a presentation, pre-recorded conference and audio webcast are available at our website http://searsholdings.com/invest.

In summary, we reported:


    --  Net loss attributable to Holdings' shareholders of $395 million ($3.70
        loss per diluted share) for the second quarter of 2016 compared to net
        income attributable to Holdings' shareholders of $208 million ($1.84 per
        diluted share) for the prior year second quarter;
    --  Adjusted for significant items, we would have reported a net loss
        attributable to Holdings' shareholders of $217 million ($2.03 loss per
        diluted share) for the second quarter of 2016 compared to a net loss
        attributable to Holdings' shareholders of $256 million ($2.40 loss per
        diluted share) in the prior year second quarter;
    --  Adjusted EBITDA of $(191) million in the second quarter of 2016,
        improved from $(226) million in the prior year second quarter;
    --  Kmart and Sears Domestic comparable store sales declined 3.3% and 7.0%,
        respectively, in the second quarter of 2016;
    --  During the second quarter of 2016, the Company generated cash proceeds
        of $176 million from the sale of real estate properties and other asset
        sales; and
    --  We received an offer from ESL Investments, Inc. ("the ESL proposal") to
        provide $300 million of additional debt financing secured by a junior
        lien against our inventory, receivables and other working capital, which
        offer has been accepted.

Edward S. Lampert, Holdings' Chairman and Chief Executive Officer, said, "We continue to face a challenging competitive environment and while we continue to focus on our overall profitability, including managing expenses, we reported a net loss for the second quarter. We are encouraged by the year-over-year improvement in our Adjusted EBITDA and feel we are making progress in our transformation as we remain focused on our best stores, our best members and our best categories to drive our business and enhance the member experience."

Rob Schriesheim, Holdings' Chief Financial Officer, said, "During the first half of 2016, we have demonstrated our ability to finance our transformation strategy with the levers available to us through our portfolio of assets and businesses. The sale of assets, combined with the previous closing of the $750 million Term Loan, together with the $500 million Secured Loan Facility, provided us with over $1.4 billion of financing during the first half of 2016. We have continued to demonstrate our flexibility in the third quarter of 2016 with the announcement of the recently received offer to provide $300 million of additional debt financing. As we move into the second half of 2016, we continue to explore alternatives for our Kenmore(®), Craftsman(®) and DieHard(®) and Sears Home Services businesses by evaluating potential partnerships or other transactions. As we navigate through the current challenging retail environment and executing our transformation, we will continue to take actions to adjust our capital structure and manage our business to enable us to execute on our transformation while meeting all of our financial obligations."

Financial Results

Revenues decreased approximately $548 million to $5.7 billion for the quarter ended July 30, 2016, compared to revenues of $6.2 billion for the quarter ended August 1, 2015. The decrease in revenue was primarily driven by a 5.2% decline in comparable store sales during the quarter, which accounted for $240 million of the revenue decline, and by having fewer Kmart and Sears Full-line stores in operation, which accounted for $199 million of the decline. In addition, we also experienced a decline in revenues from Sears Hometown and Outlet Stores, Inc. of approximately $75 million during the second quarter of 2016.

At Kmart, comparable store sales decreased 3.3%. We experienced comparable store sales increases in several categories this quarter, including toys, jewelry, mattresses and apparel, which were more than offset by declines in the pharmacy, grocery & household and consumer electronics categories. Sears Domestic comparable store sales decreased 7.0%, primarily driven by decreases in home appliances, apparel, consumer electronics, footwear, lawn & garden and tools.

During the quarter, gross margin decreased $175 million due to the above noted decline in sales, as well as a decline in our gross margin rate. As a result of the Seritage and JV transactions, the second quarter of 2016 included additional rent expense of approximately $48 million and the second quarter of 2015 included additional rent expense and assigned sub-tenant rental income of approximately $26 million.

Kmart's gross margin rate for the second quarter improved 10 basis points compared to the prior year second quarter, while Sears Domestic's gross margin rate declined 150 basis points. Excluding the impact of significant items noted in our Adjusted Earnings Per Share tables, Kmart's gross margin rate would have declined 10 basis points, while Sears Domestic's gross margin rate would have declined 100 basis points compared to the prior year second quarter. While we experienced improvement in several categories in our Kmart format, the overall decline in Kmart's gross margin rate was primarily due to declines in the grocery & household and apparel categories. The decline in Sears Domestic's gross margin rate was primarily driven by a decline in the apparel category. The margin rate in both segments was negatively impacted by increased promotional markdowns, including an increase in Shop Your Way(®) expense.

Selling and administrative expenses decreased $210 million in the second quarter of 2016 compared to the prior year quarter. Excluding significant items noted in our Adjusted Earnings Per Share tables, selling and administrative expenses declined $193 million primarily due to a decrease in payroll expense. In addition, advertising expense declined as we shifted away from traditional advertising to the use of Shop Your Way(®) points expense, which is included within gross margin.

Our effective tax rate for the second quarter of 2016 was an expense of 3.4%. The application of the requirements for accounting for income taxes in interim periods, after consideration of our valuation allowance, causes a significant variation in the typical relationship between income tax expense and pretax income. During the prior year quarter, the Company realized a significant tax benefit on the deferred taxes related to indefinite-life assets associated with the properties sold in the transaction with Seritage. As such, our effective tax rate for the second quarter of 2015 was a benefit of 1,700.0%.

The Company reported a net loss attributable to Holdings' shareholders of $395 million for the second quarter of 2016 compared to net income attributable to Holdings' shareholders of $208 million for the prior year period. Net loss attributable to Holdings' shareholders for the second quarter of 2016 and net income attributable to Holdings' shareholders for the second quarter of 2015 included significant items noted in our Adjusted Earnings Per Share tables, which aggregated to expense of $178 million and income of $464 million, respectively. Adjusting for these significant items, we would have reported a net loss attributable to Holdings' shareholders of $217 million and $256 million in the second quarter of 2016 and 2015, respectively.

Financial Position

The Company's cash balances were $276 million at July 30, 2016 compared with $238 million at January 30, 2016. Short-term borrowings totaled $164 million at the end of the second quarter of 2016 compared to $797 million at January 30, 2016.

Merchandise inventories were $4.7 billion at July 30, 2016, compared to $5.0 billion at August 1, 2015, while merchandise payables were $1.3 billion and $1.7 billion at July 30, 2016 and August 1, 2015, respectively.

At July 30, 2016, we had utilized approximately $719 million of our $1.971 billion revolving credit facility due in 2020 (consisting of $63 million of borrowings and $656 million of letters of credit outstanding). The amount available to borrow under our credit facility was approximately $191 million, which reflects the effect of our springing fixed charge coverage ratio covenant and the borrowing base limitation in our revolving credit facility, which varies primarily based on our overall inventory and receivables balances. Under the credit facility agreement, the fixed charge coverage ratio changed in August 2016, which increases our availability to borrow under the credit agreement by approximately $175 million.

Total long-term debt (including current portion of long-term debt and capital lease obligations) was $3.4 billion and $2.2 billion at July 30, 2016 and January 30, 2016, respectively.

In August 2016, we received the ESL proposal to provide $300 million of additional debt financing secured by a junior lien against our inventory, receivables and other working capital, which offer has been accepted. Under the ESL proposal, the Company may, in its discretion, offer to third party investors the right to participate in up to an additional $200 million of debt financing on the same terms and conditions. The financing is subject to customary conditions and is expected to close in the next 7 to 10 business days. The terms of the debt financing were approved by the Related Party Transactions Subcommittee of the Board of Directors of the Company, with advice from Centerview Partners and Weil Gotshal & Manges, the Subcommittee's outside financial and legal advisors.

Update on Strategic Initiatives

On May 26, 2016, we announced our intention to explore alternatives for our Kenmore(®), Craftsman(®) and DieHard(®) brands and our Sears Home Services business by evaluating potential partnerships or other transactions that could expand distribution of our brands and service offerings to realize significant growth. We initiated a formal process and have received interest from a variety of potential partners, both domestic and international, and including retailers, original equipment manufacturers, financial investors and others. Citigroup Global Markets and LionTree Advisors are assisting us in these efforts as we continue our assessment over the next few months. There can be no assurance that we will complete one or more transactions, but we intend to aggressively evaluate all of the potential alternatives available to these businesses.

Adjusted EBITDA

In addition to our net income (loss) attributable to Sears Holdings' shareholders determined in accordance with Generally Accepted Accounting Principles ("GAAP"), for purposes of evaluating operating performance, we use Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") and Adjusted Earnings Per Share ("Adjusted EPS"), which are non-GAAP measures. The tables attached to this press release provide a reconciliation of GAAP to as adjusted amounts. We believe that our use of Adjusted EBITDA and Adjusted EPS provides an appropriate measure for investors to use in assessing our performance across periods, given that these measures provide adjustments for certain significant items which may vary significantly from period to period, improving the comparability of year-to-year results and is therefore representative of our ongoing performance. Therefore, we have adjusted our results for them to make our statements more useful and comparable. However, we do not, and do not recommend that you, solely use Adjusted EBITDA or Adjusted EPS to assess our financial and earnings performance. We also use, and recommend that you use, diluted earnings (loss) per share in addition to Adjusted EPS in assessing our earnings performance.

As a result of the Seritage and JV transactions, Adjusted EBITDA for the second quarter of 2016 and 2015 included additional rent expense of approximately $48 million and $26 million, respectively, while the first half of 2016 and 2015 included additional rent expense of approximately $102 million and $26 million, respectively. Due to the structure of the leases, we expect that our cash rent obligations to Seritage and the joint venture partners will decline, over time, as space in these stores is recaptured. From the inception of Seritage to date, we have received recapture notices on 15 properties, which is estimated to reduce the rent expense by approximately $8 million on an annual basis.

Forward-Looking Statements

Results are unaudited. This press release contains forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about our transformation through our integrated retail strategy, our plans to redeploy and reconfigure our assets, our liquidity, including our expectation to close the $300 million of additional debt financing from ESL Investments Inc., our ability to exercise financial flexibility as we meet our obligations and pursue possible strategic transactions, our intention to explore potential partnerships or other transactions involving our Kenmore(®), Craftsman(®) and DieHard(®) brands and our Sears Home Services business, and other statements that describe the Company's plans. Whenever used, words such as "will," "expect," and other terms of similar meaning are intended to identify such forward-looking statements. Forward-looking statements, including these, are based on the current beliefs and expectations of our management and are subject to significant risks, assumptions and uncertainties, many of which are beyond the Company's control, 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. Detailed descriptions of risks, uncertainties and factors relating to Sears Holdings are discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ materially. 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, except as required by law.

Pre-Recorded Conference Call and Audio Webcast

Sears Holdings, in conjunction with today's financial results announcement, will simultaneously post a pre-recorded conference call and audio webcast on its corporate website. It will feature prepared remarks from Robert A. Schriesheim, executive vice president and chief financial officer, who will focus his comments to provide additional context around the quarter. The pre-recorded conference call may be accessed by telephone at 844.826.0613 or 973.200.3092 (conference ID: 67300953), and on Sears Holdings' website at http://www.searsholdings.com/invest/ under "Events & Presentations." The accompanying presentation and transcript will be posted online in conjunction.

About Sears Holdings Corporation

Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members - wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way(®), a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

NEWS MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371




                                                                                      Sears Holdings Corporation

                                                                           Condensed Consolidated Statements of Operations

                                                                                             (Unaudited)


    Amounts are Preliminary and Subject to
     Change

                                                    13 Weeks Ended                               26 Weeks Ended
                                                    --------------                               --------------

    millions, except per share
     data                                   July 30,               August 1,                 July 30,                August 1,
                                                 2016                     2015                      2016                      2015
                                                 ----                     ----                      ----                      ----

    REVENUES

    Merchandise sales and
     services                                            $5,663                                            $6,211                   $11,057    $12,093
                                                         ------                                            ------                   -------    -------

    COSTS AND EXPENSES

    Cost of sales, buying and
     occupancy                                  4,403                                4,776                                  8,620      9,140

    Gross margin dollars                        1,260                                1,435                                  2,437      2,953

    Gross margin rate                           22.2%                               23.1%                                 22.0%     24.4%

    Selling and administrative                  1,484                                1,694                                  2,987      3,375

    Selling and administrative
     expense as a percentage
     of total revenues                          26.2%                               27.3%                                 27.0%     27.9%

    Depreciation and
     amortization                                  92                                  114                                    187        236

    Impairment charges                              7                                   54                                     15         54

    Gain on sales of assets                      (54)                               (526)                                 (115)     (633)
                                                  ---                                 ----                                   ----       ----

    Total costs and expenses                    5,932                                6,112                                 11,694     12,172
                                                -----                                -----                                 ------     ------

    Operating income (loss)                     (269)                                  99                                  (637)      (79)

    Interest expense                             (99)                                (85)                                 (184)     (175)

    Interest and investment
     loss                                        (13)                                (26)                                  (17)      (44)

    Other loss                                    (1)                                 (1)                                     -         -
                                                  ---                                  ---                                    ---       ---

    Loss before income taxes                    (382)                                (13)                                 (838)     (298)

    Income tax (expense)
     benefit                                     (13)                                 221                                   (28)       203
                                                  ---                                  ---                                    ---        ---

    NET INCOME (LOSS)
     ATTRIBUTABLE TO HOLDINGS'
     SHAREHOLDERS                                        $(395)                                             $208                    $(866)     $(95)
                                                          =====                                              ====                     =====       ====

    NET INCOME (LOSS) PER COMMON SHARE
     ATTRIBUTABLE TO HOLDINGS' SHAREHOLDERS

    Diluted earnings (loss)
     per share                                          $(3.70)                                            $1.84                   $(8.11)   $(0.89)

    Diluted weighted average
     common shares outstanding                  106.9                                113.3                                  106.8      106.5




                                                     Sears Holdings Corporation

                                                Condensed Consolidated Balance Sheets

                                                             (Unaudited)


    Amounts are Preliminary and Subject
     to Change


    millions                            July 30,               August 1,              January 30,
                                             2016                    2015                      2016
                                             ----                    ----                      ----

    ASSETS

    Current assets

    Cash and cash equivalents                           $276                                         $1,819              $238

    Accounts receivable                       390                                 460                             419

    Merchandise inventories                 4,684                               5,028                           5,172

    Prepaid expenses and other current
     assets                                   275                                 270                             216

    Total current assets                    5,625                               7,577                           6,045

    Property and equipment (net of
     accumulated depreciation and
     amortization of $3,032, $3,097 and
     $2,960)                                2,465                               2,732                           2,631

    Goodwill                                  269                                 269                             269

    Trade names and other intangible
     assets                                 1,906                               2,091                           1,909

    Other assets                              349                                 498                             483
                                                                                 ---

    TOTAL ASSETS                                     $10,614                                        $13,167           $11,337
                                                     =======                                        =======           =======

    LIABILITIES

    Current liabilities

    Short-term borrowings                               $164                                             $6              $797

    Current portion of long-term debt
     and capitalized lease obligations        550                                  70                              71

    Merchandise payables                    1,345                               1,704                           1,574

    Other current liabilities               1,802                               2,068                           1,925

    Unearned revenues                         775                                 802                             787

    Other taxes                               317                                 363                             284
                                              ---                                 ---                             ---

    Total current liabilities               4,953                               5,013                           5,438

    Long-term debt and capitalized
     lease obligations                      2,837                               3,049                           2,108

    Pension and postretirement benefits     2,072                               2,258                           2,206

    Deferred gain on sale-leaseback           686                                 798                             753

    Sale-leaseback financing obligation       164                                 164                             164

    Other long-term liabilities             1,703                               1,830                           1,731

    Long-term deferred tax liabilities        892                                 961                             893
                                              ---                                 ---                             ---

    Total Liabilities                      13,307                              14,073                          13,293
                                           ------                              ------                          ------

    DEFICIT

       Total Deficit                      (2,693)                              (906)                        (1,956)
                                           ------                                ----                          ------

       TOTAL LIABILITIES AND DEFICIT                 $10,614                                        $13,167           $11,337
                                                     =======                                        =======           =======


    Total common shares outstanding         106.9                               106.6                           106.7




                                                          Sears Holdings Corporation

                                                               Segment Results

                                                                 (Unaudited)


    Amounts are Preliminary and Subject
     to Change


                                                 13 Weeks Ended July 30, 2016
                                                 ----------------------------

    millions, except
     store data                         Kmart            Sears Domestic              Sears Holdings
                                        -----            --------------              --------------

    Merchandise sales
     and services                               $2,221                                               $3,442           $5,663
                                                ------                                               ------           ------


    Cost of sales,
     buying and
     occupancy                            1,760                                2,643                          4,403

    Gross margin
     dollars                                461                                  799                          1,260

    Gross margin rate                     20.8%                               23.2%                         22.2%


    Selling and
     administrative                         498                                  986                          1,484

    Selling and
     administrative
     expense as a
     percentage of
     total revenues                       22.4%                               28.6%                         26.2%

    Depreciation and
     amortization                            15                                   77                             92

    Impairment charges                        1                                    6                              7

    Gain on sales of
     assets                                (44)                                (10)                          (54)
                                            ---                                  ---                            ---

               Total costs and
                expenses                  2,230                                3,702                          5,932
                                          -----                                -----                          -----

    Operating loss                                $(9)                                              $(260)          $(269)
                                                   ===                                                =====            =====


    Number of:

      Kmart Stores                          883                                    -                           883

      Full-Line Stores                        -                                 683                            683

      Specialty Stores                        -                                  26                             26
                                            ---                                 ---                            ---

      Total Stores                          883                                  709                          1,592
                                            ===                                  ===                          =====



                                                 13 Weeks Ended August 1, 2015
                                                 -----------------------------

    millions, except
     store data                         Kmart            Sears Domestic              Sears Holdings
                                        -----            --------------              --------------

    Merchandise sales
     and services                               $2,459                                               $3,752           $6,211
                                                ------                                               ------           ------


    Cost of sales,
     buying and
     occupancy                            1,950                                2,826                          4,776

    Gross margin
     dollars                                509                                  926                          1,435

    Gross margin rate                     20.7%                               24.7%                         23.1%


    Selling and
     administrative                         594                                1,100                          1,694

    Selling and
     administrative
     expense as a
     percentage of
     total revenues                       24.2%                               29.3%                         27.3%

    Depreciation and
     amortization                            19                                   95                            114

    Impairment charges                        2                                   52                             54

    Gain on sales of
     assets                               (143)                               (383)                         (526)
                                           ----                                 ----                           ----

               Total costs and
                expenses                  2,422                                3,690                          6,112
                                          -----                                -----                          -----

    Operating income                               $37                                                  $62              $99
                                                   ===                                                  ===              ===


    Number of:

      Kmart Stores                          963                                    -                           963

      Full-Line Stores                        -                                 711                            711

      Specialty Stores                        -                                  28                             28
                                            ---                                 ---                            ---

      Total Stores                          963                                  739                          1,702
                                            ===                                  ===                          =====


                                                            Sears Holdings Corporation

                                                                 Segment Results

                                                                   (Unaudited)


    Amounts are Preliminary and Subject to
     Change


                                                         26 Weeks Ended July 30, 2016
                                                         ----------------------------

    millions, except
     store data                            Kmart            Sears Domestic              Sears Holdings
                                           -----            --------------              --------------

    Merchandise sales and
     services                                      $4,360                                               $6,697          $11,057
                                                   ------                                               ------          -------


    Cost of sales, buying
     and occupancy                           3,495                                5,125                          8,620

    Gross margin dollars                       865                                1,572                          2,437

    Gross margin rate                        19.8%                               23.5%                         22.0%


    Selling and
     administrative                          1,042                                1,945                          2,987

    Selling and
     administrative
     expense as a
     percentage of total
     revenues                                23.9%                               29.0%                         27.0%

    Depreciation and
     amortization                               34                                  153                            187

    Impairment charges                           4                                   11                             15

    Gain on sales of
     assets                                   (90)                                (25)                         (115)
                                               ---                                  ---                           ----

               Total costs and
                expenses                     4,485                                7,209                         11,694
                                             -----                                -----                         ------

    Operating loss                                 $(125)                                              $(512)          $(637)
                                                    =====                                                =====            =====


    Number of:

      Kmart Stores                             883                                    -                           883

      Full-Line Stores                           -                                 683                            683

      Specialty Stores                           -                                  26                             26
                                               ---                                 ---                            ---

      Total Stores                             883                                  709                          1,592
                                               ===                                  ===                          =====



                                                        26 Weeks Ended August 1, 2015
                                                        -----------------------------

    millions, except
     store data                            Kmart            Sears Domestic              Sears Holdings
                                           -----            --------------              --------------

    Merchandise sales and
     services                                      $4,815                                               $7,278          $12,093
                                                   ------                                               ------          -------


    Cost of sales, buying
     and occupancy                           3,788                                5,352                          9,140

    Gross margin dollars                     1,027                                1,926                          2,953

    Gross margin rate                        21.3%                               26.5%                         24.4%


    Selling and
     administrative                          1,217                                2,158                          3,375

    Selling and
     administrative
     expense as a
     percentage of total
     revenues                                25.3%                               29.7%                         27.9%

    Depreciation and
     amortization                               39                                  197                            236

    Impairment charges                           2                                   52                             54

    Gain on sales of
     assets                                  (161)                               (472)                         (633)
                                              ----                                 ----                           ----

               Total costs and
                expenses                     4,885                                7,287                         12,172
                                             -----                                -----                         ------

    Operating loss                                  $(70)                                                $(9)           $(79)
                                                     ====                                                  ===             ====


    Number of:

      Full-Line Stores                         963                                    -                           963

      Specialty Stores                           -                                 711                            711

      Total Stores                               -                                  28                             28
                                               ---                                 ---                            ---

      Total Stores                             963                                  739                          1,702
                                               ===                                  ===                          =====




                                                                     Sears Holdings Corporation

                                                                          Adjusted EBITDA

                                                                            (Unaudited)


    Amounts are Preliminary and
     Subject to Change

                                      13 Weeks Ended                       26 Weeks Ended
                                      --------------                       --------------

    millions                    July 30,             August 1,           July 30,              August 1,
                                     2016                  2015                 2016                   2015
                                     ----                  ----                 ----                   ----

    Net income
     (loss)
     attributable to
     Holdings per
     statement of
     operations                              $(395)                                     $208                 $(866)     $(95)

    Income tax
     expense
     (benefit)                         13                        (221)                                 28      (203)

    Interest expense                   99                           85                                 184        175

    Interest and
     investment loss                   13                           26                                  17         44

    Other loss                          1                            1                                   -         -
                                      ---                          ---                                 ---       ---

    Operating income
     (loss)                         (269)                          99                               (637)      (79)

    Depreciation and
     amortization                      92                          114                                 187        236

    Gain on sales of
     assets                          (54)                       (526)                              (115)     (633)
                                      ---                         ----                                ----       ----

    Before excluded
     items                          (231)                       (313)                              (565)     (476)


    Closed store
     reserve and
     severance                       (18)                         (2)                                 69         37

    Pension expense                    72                           57                                 144        114

    Other(1)                            1                         (15)                                  9       (89)

    Amortization of
     deferred
     Seritage gain                   (22)                         (7)                               (44)       (7)

    Impairment
     charges                            7                           54                                  15         54

    Adjusted EBITDA                          $(191)                                   $(226)                $(372)    $(367)
                                              =====                                     =====                  =====      =====



    (1)             The 13- and 26- week periods
                    ended July 30, 2016 consisted
                    of expenses associated with
                    legal matters, transaction
                    costs associated with
                    strategic initiatives and
                    other expenses, while the 13-
                    and 26- week periods ended
                    August 1, 2015 consisted of
                    one-time credits from
                    vendors, expenses associated
                    with legal matters,
                    transactions costs associated
                    with strategic initiatives and
                    other expenses.




                                                                                                      Sears Holdings Corporation

                                                                                                           Adjusted EBITDA

                                                                                                             (Unaudited)


    Amounts are Preliminary and Subject to Change


                                                                                   13 Weeks Ended
                                                                                   --------------

                                                             July 30, 2016                                                   August 1, 2015
                                                             -------------                                                   --------------

    millions                              Kmart   Sears Domestic   Sears Holdings          Kmart    Sears Domestic   Sears Holdings
                                          -----   --------------   --------------          -----    --------------   --------------

    Operating income
     (loss) per
     statement of
     operations                                             $(9)                           $(260)                                      $(269)                  $37          $62      $99

    Depreciation and
     amortization                              15                               77               92                                           19         95         114

    Gain on sales of
     assets                                  (44)                            (10)            (54)                                       (143)     (383)      (526)
                                              ---                              ---              ---                                         ----       ----        ----

    Before excluded
     items                                   (38)                           (193)           (231)                                        (87)     (226)      (313)


    Closed store
     reserve and
     severance                               (21)                               3             (18)                                           5        (7)        (2)

    Pension expense                             -                              72               72                                            -        57          57

    Other(1)                                    -                               1                1                                            -      (15)       (15)

    Amortization of
     deferred
     Seritage gain                            (5)                            (17)            (22)                                         (1)       (6)        (7)

    Impairment
     charges                                    1                                6                7                                            2         52          54
                                              ---                              ---              ---                                          ---        ---         ---

    Adjusted EBITDA                                        $(63)                           $(128)                                      $(191)                $(81)      $(145)  $(226)

    % to revenues                          (2.8)%                          (3.7)%          (3.4)%                                      (3.3)%    (3.9)%     (3.6)%


                                                                                   26 Weeks Ended
                                                                                   --------------

                                                             July 30, 2016                                                   August 1, 2015
                                                             -------------                                                   --------------

    millions                              Kmart   Sears Domestic   Sears Holdings          Kmart    Sears Domestic   Sears Holdings
                                          -----   --------------   --------------          -----    --------------   --------------

    Operating loss
     per statement
     of operations                                        $(125)                           $(512)                                      $(637)                $(70)        $(9)   $(79)

    Depreciation and
     amortization                              34                              153              187                                           39        197         236

    Gain on sales of
     assets                                  (90)                            (25)           (115)                                       (161)     (472)      (633)
                                              ---                              ---             ----                                         ----       ----        ----

    Before excluded
     items                                  (181)                           (384)           (565)                                       (192)     (284)      (476)


    Closed store
     reserve and
     severance                                 52                               17               69                                           41        (4)         37

    Pension expense                             -                             144              144                                            -       114         114

    Other(1)                                    8                                1                9                                            8       (97)       (89)

    Amortization of
     deferred
     Seritage gain                            (9)                            (35)            (44)                                         (1)       (6)        (7)

    Impairment
     charges                                    4                               11               15                                            2         52          54
                                              ---                              ---              ---                                          ---        ---         ---

    Adjusted EBITDA                                       $(126)                           $(246)                                      $(372)               $(142)      $(225)  $(367)

    % to revenues                          (2.9)%                          (3.7)%          (3.4)%                                      (2.9)%    (3.1)%     (3.0)%



    (1)             The 13- and 26- week periods
                    ended July 30, 2016 consisted
                    of expenses associated with
                    legal matters, transaction
                    costs associated with
                    strategic initiatives and
                    other expenses, while the 13-
                    and 26- week periods ended
                    August 1, 2015 consisted of
                    one-time credits from
                    vendors, expenses associated
                    with legal matters,
                    transactions costs associated
                    with strategic initiatives and
                    other expenses.




                                                                                                                                                            Sears Holdings Corporation

                                                                                                                                                            Adjusted Earnings per Share

                                                                                                                                                                    (Unaudited)


    Amounts are Preliminary and Subject to Change


                                                                                               13 Weeks Ended July 30, 2016
                                                                                               ----------------------------

                                                                                              Adjustments
                                                                                              -----------

    millions, except                         GAAP    Pension  Closed Store   Gain on Sales    Mark-to-       Amortization of
     per share data                                  Expense Reserve, Store    of Assets       Market            Deferred
                                                               Impairments                  Adjustments       Seritage Gain
                                                             and Severance                                                   Other(1)    Tax Matters       As
                                                                                                                                                     Adjusted
                                                                                                                                                 ---   --------

    Gross margin impact                               $1,260                              $              -                                         $4                         $                -   $       -       $(22)   $     - $    -  $1,242

    Selling and
     administrative
     impact                                    1,484                    (72)                            22                             -                         -                             - (1)          -    1,433

    Depreciation and
     amortization
     impact                                       92                       -                           (1)                            -                         -                             -   -          -       91

    Impairment charges
     impact                                        7                       -                           (7)                            -                         -                             -   -          -        -

    Gain on sales of
     assets impact                              (54)                      -                             -                           21                          -                             -   -          -     (33)

    Operating loss
     impact                                    (269)                     72                           (10)                         (21)                         -                          (22)   1           -    (249)

    Interest and
     investment loss
     impact                                     (13)                      -                             -                            -                        14                              -   -          -        1

    Income tax expense
     impact                                     (13)                   (27)                             4                             8                        (5)                             8    -        156       131

    After tax and
     noncontrolling
     interests impact                          (395)                     45                            (6)                         (13)                         9                           (14)   1         156     (217)

    Diluted loss per
     share impact                                    $(3.70)                                        $0.42                                     $(0.05)                                   $(0.12)       $0.08      $(0.13)     $0.01   $1.46  $(2.03)



    (1)             Consists of transaction costs
                    associated with strategic
                    initiatives and other
                    expenses.


                                                                                  13 Weeks Ended August 1, 2015
                                                                                  -----------------------------

                                                                                     Adjustments
                                                                                     -----------

    millions, except    Closed Store     Gain on Sales      Mark-to-      Amortization of
     per share data                             Reserve,      of Assets          Market            Deferred
                                                  Store                       Adjustments       Seritage Gain
                                              Impairments
                        GAAP      Pension    and Severance                                                      Other(1)    Tax Matters   As Adjusted
                                  Expense
                                  -------

    Gross margin impact            $1,435                               $                  -                                          $5                 $      -      $      -         $(7)   $(33)   $     -   $1,400

    Selling and
     administrative
     impact               1,694                        (57)                                7                              -                           -         -   (18)           -   1,626

    Depreciation and
     amortization
     impact                 114                           -                              (2)                             -                           -         -      -           -     112

    Impairment charges
     impact                  54                           -                             (54)                             -                           -         -      -           -       -

    Gain on sales of
     assets impact        (526)                          -                                -                           508                            -         -      -           -    (18)

    Operating income
     impact                  99                          57                                54                          (508)                           -       (7)   (15)           -   (320)

    Interest and
     investment loss
     impact                (26)                          -                                -                             -                          23          -      -           -     (3)

    Income tax benefit
     impact                 221                        (21)                             (20)                           190                          (9)         2       6        (216)     153

    After tax and
     noncontrolling
     interests impact       208                          36                                34                          (318)                          14        (5)    (9)       (216)   (256)

    Diluted earnings
     per share impact               $1.84                                              $0.32                                        $0.30                  $(2.81)         $0.12       $(0.04) $(0.08)   $(1.91)  $(2.40)



    (1)             Consists of one-time credits
                    from vendors, expenses
                    associated with legal
                    matters, transaction costs
                    associated with strategic
                    initiatives and other
                    expenses.


                                                                                                                                                                     Sears Holdings Corporation

                                                                                                                                                                    Adjusted Earnings per Share

                                                                                                                                                                            (Unaudited)


    Amounts are Preliminary and Subject to Change


                                                                                                        26 Weeks Ended July 30, 2016
                                                                                                        ----------------------------

                                                                                                       Adjustments
                                                                                                       -----------

    millions, except                        Pension  Closed Store     Gain on Sales        Mark-to-      Amortization of
     per share data                                   Expense       Reserve,        of Assets          Market            Deferred
                                                                      Store                         Adjustments       Seritage Gain
                                                                  Impairments
                                             GAAP                and Severance                                                       Other(1)    Tax Matters       As
                                                                                                                                                             Adjusted
                                                                                                                                                         ---   --------

    Gross margin impact                                $2,437                                  $                 -                                        $64                         $               -     $      -        $(44)    $    -  $   -   $2,457

    Selling and
     administrative
     impact                                    2,987                      (144)                                (5)                            -                         -                            -   (9)          -    2,829

    Depreciation and
     amortization
     impact                                      187                          -                                (5)                            -                         -                            -     -          -      182

    Impairment charges                            15                          -                               (15)                            -                         -                            -     -          -        -

    Gain on sales of
     assets impact                             (115)                         -                                  -                           47                          -                            -     -          -     (68)

    Operating loss
     impact                                    (637)                       144                                  89                          (47)                         -                         (44)     9           -    (486)

    Interest and
     investment loss
     impact                                     (17)                         -                                  -                            -                        20                             -     -          -        3

    Income tax expense
     impact                                     (28)                      (54)                               (33)                           18                        (8)                           16    (3)        342       250

    After tax and
     noncontrolling
     interests impact                          (866)                        90                                  56                          (29)                        12                          (28)     6         342     (417)

    Diluted loss per
     share impact                                     $(8.11)                                               $0.85                                       $0.52                                   $(0.27)        $0.11       $(0.26)     $0.06   $3.20   $(3.90)



    (1)             Consists of expenses
                    associated with legal
                    matters.


                                                                                  26 Weeks Ended August 1, 2015
                                                                                  -----------------------------

                                                                                     Adjustments
                                                                                     -----------

    millions, except    Closed Store     Gain on Sales      Mark-to-      Amortization of
     per share data                             Reserve,      of Assets          Market            Deferred
                                                  Store                       Adjustments       Seritage Gain
                                              Impairments
                        GAAP      Pension    and Severance                                                      Other(1)    Tax Matters  As Adjusted
                                  Expense
                                  -------

    Gross margin impact            $2,953                               $                  -                                         $11               $       -      $      -         $(7)   $(126)  $      -  $2,831

    Selling and
     administrative
     impact               3,375                       (114)                             (26)                             -                          -         -   (37)          -    3,198

    Depreciation and
     amortization
     impact                 236                           -                              (2)                             -                          -         -      -          -      234

    Impairment charges
     impact                  54                           -                             (54)                             -                          -         -      -          -        -

    Gain on sales of
     assets impact        (633)                          -                                -                           604                           -         -      -          -     (29)

    Operating loss
     impact                (79)                        114                                93                          (604)                          -       (7)   (89)          -    (572)

    Interest and
     investment loss
     impact                (44)                          -                                -                             -                         42          -      -          -      (2)

    Income tax benefit
     impact                 203                        (43)                             (35)                           226                        (16)         2      33        (89)      281

    After tax and
     noncontrolling
     interests impact      (95)                         71                                58                          (378)                         26        (5)   (56)       (89)    (468)

    Diluted loss per
     share impact                 $(0.89)                                             $0.67                                        $0.55                 $(3.55)         $0.24       $(0.05)  $(0.52)   $(0.84) $(4.39)



    (1)             Consists of one-time credits
                    from vendors, expenses
                    associated with legal
                    matters, transaction costs
                    associated with strategic
                    initiatives and other
                    expenses.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/sears-holdings-reports-second-quarter-2016-results-300318081.html

SOURCE Sears Holdings Corporation