HOFFMAN ESTATES, Ill., Dec. 8. 2016 /PRNewswire/ -- Sears Holdings Corporation ("Holdings," "we," "us," "our," or the "Company")(NASDAQ: SHLD) today announced financial results for its third quarter ended October 29, 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 a net loss attributable to Holdings' shareholders of $748 million ($6.99 loss per diluted share) for the third quarter of 2016 compared to a net loss attributable to Holdings' shareholders of $454 million ($4.26 loss per diluted share) for the prior year third quarter. Adjusted for significant items noted in our Adjusted Earnings Per Share tables, we would have reported a net loss attributable to Holdings' shareholders of $333 million ($3.11 loss per diluted share) for the third quarter of 2016 compared to a net loss attributable to Holdings' shareholders of $305 million ($2.86 loss per diluted share) in the prior year third quarter. Adjusted EBITDA was $(375) million in the third quarter of 2016, as compared to $(332) million in the prior year third quarter.

Edward S. Lampert, Holdings' Chairman and Chief Executive Officer, said, "We remain fully committed to restoring profitability to our Company and are taking actions such as reducing unprofitable stores, reducing space in stores we continue to operate (including through the Seritage lease arrangement), reducing investments in underperforming categories and improving gross margin performance and managing expenses relative to sales in key categories. While many observers have acknowledged the significant asset base of our Company, we understand the concerns related to our operating performance and are committed to transforming our Company through our Shop Your Way membership program and our Integrated Retail investments. At the same time, we will continue to explore options to recognize the inherent asset value in a manner that complements our transformation."

Highlights include:


    --  A partnership with Citi Retail Services, Inc. to bring together the
        Sears MasterCard and Shop Your Way(®) offer. Starting November 1st,
        more than five million current Sears MasterCard holders whose cards are
        linked to the Shop Your Way(®) program earn more Shop Your Way(®)
        points at many of their favorite places and, in early 2017, the Sears
        MasterCard will evolve into a newly branded Shop Your Way(® )card;
    --  A strategic relationship with Uber Technologies, Inc. that allows its
        drivers and riders to earn Shop Your Way(®) points on trips made with
        Uber, leveraging the scale of Shop Your Way(®), its tens of millions of
        members, and the footprint of Sears Auto Centers to provide unique
        benefits for drivers and riders; and
    --  Improvements in our Home Services business and expansion of its
        capabilities including our home warranty offerings.

Jason M. Hollar, Holdings' Chief Financial Officer, said, "We will continue to take actions to generate liquidity, adjust our overall capital structure, and manage our business while meeting all of our financial obligations. Actions may include additional expense reductions, financing transactions and asset monetization including exploring alternatives for our Kenmore(®), Craftsman(® )and DieHard(®) brands, our Sears Home Services business and our real estate portfolio."

Financial Results

Revenues decreased approximately $721 million to $5.0 billion for the quarter ended October 29, 2016, compared to revenues of $5.8 billion for the quarter ended October 31, 2015. The year-over-year decline in revenues was primarily driven by having fewer Kmart and Sears Full-line stores in operation, which accounted for $323 million of the decline, as well as a 7.4% decline in comparable store sales during the quarter, which accounted for $304 million of the revenue decline.

At Kmart, comparable store sales decreased 4.4%. While we experienced an overall comparable store sales decline in our Kmart segment driven by declines in the grocery & household, consumer electronics and pharmacy categories, we are encouraged by the comparable store sales increases experienced in several categories this quarter, including apparel, jewelry and outdoor living. Sears Domestic comparable store sales decreased 10.0% during the third quarter of 2016, primarily driven by decreases in the home appliances, apparel and consumer electronics categories.

During the third quarter, gross margin decreased $300 million compared to the prior year third quarter due to the above noted decline in sales, as well as a decline in our gross margin rate in both the Kmart and Sears Domestic segments. The decline in margin rate in both segments was primarily driven by a decline in gross margin performance in the apparel business, as well as an overall increase in markdowns.

Selling and administrative expenses decreased $87 million in the third 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 $224 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 awarded to members, the expense for which is included in gross margin.

Financial Position

The Company's cash balances were $258 million at October 29, 2016 compared with $238 million at January 30, 2016. Short-term borrowings totaled $618 million at the end of the third quarter of 2016 compared to $797 million at January 30, 2016.

Merchandise inventories were $5.0 billion at October 29, 2016, compared to $6.2 billion at October 31, 2015, while merchandise payables were $1.6 billion and $2.3 billion at October 29, 2016 and October 31, 2015, respectively.

At October 29, 2016, we had utilized approximately $1.0 billion of our $1.971 billion revolving credit facility due in 2020 (consisting of $370 million of borrowings and $660 million of letters of credit outstanding). The amount available to borrow under our credit facility was approximately $174 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.

Total long-term debt (including current portion of long-term debt and capital lease obligations) was $3.7 billion and $2.2 billion at October 29, 2016 and January 30, 2016, respectively.

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 continue to evaluate opportunities for these businesses. There can be no assurance that we will complete one or more transactions, and we also intend to take actions on our own that present the opportunity to improve the economics of these brands and business, including potential externalization through non-Sears Holdings channels.

Adjusted EBITDA

In addition to our net 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 Loss 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 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 third quarter of 2016 and 2015 included additional rent expense of approximately $48 million and $52 million, respectively, while the first nine months of 2016 and 2015 included additional rent expense of approximately $150 million and $78 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 the Seritage transaction to date, we have received recapture notices on 17 properties, which is estimated to reduce the rent expense by approximately $10 million on an annual basis. We have also exercised our right to terminate the lease on 17 properties, which is estimated to reduce rent expense by approximately $6 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, our ability to successfully achieve our plans to generate liquidity through potential transactions or otherwise, 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.

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                                 39 Weeks Ended
                                                        --------------                                 --------------

    millions, except per share
     data                                     October 29,             October 31,                October 29,             October 31,
                                                     2016                      2015                       2016                      2015
                                                     ----                      ----                       ----                      ----

    REVENUES

    Merchandise sales and
     services                                                $5,029                                              $5,750                     $16,086     $17,843
                                                             ------                                              ------                     -------     -------

    COSTS AND EXPENSES

    Cost of sales, buying and
     occupancy                                      4,067                                 4,488                                  12,687       13,628

    Gross margin dollars                              962                                 1,262                                   3,399        4,215

    Gross margin rate                               19.1%                                21.9%                                  21.1%       23.6%

    Selling and administrative                      1,543                                 1,630                                   4,530        5,005

    Selling and administrative
     expense as a percentage
     of total revenues                              30.7%                                28.3%                                  28.2%       28.1%

    Depreciation and
     amortization                                      91                                    94                                     278          330

    Impairment charges                                  3                                    17                                      18           71

    Gain on sales of assets                          (51)                                 (97)                                  (166)       (730)
                                                      ---                                   ---                                    ----         ----

    Total costs and expenses                        5,653                                 6,132                                  17,347       18,304
                                                    -----                                 -----                                  ------       ------

    Operating loss                                  (624)                                (382)                                (1,261)       (461)

    Interest expense                                (105)                                 (74)                                  (289)       (249)

    Interest and investment
     income (loss)                                    (8)                                   17                                    (25)        (27)
                                                      ---                                   ---                                     ---          ---

    Loss before income taxes                        (737)                                (439)                                (1,575)       (737)

    Income tax (expense)
     benefit                                         (11)                                 (14)                                   (39)         189
                                                      ---                                   ---                                     ---          ---

    Net loss                                        (748)                                (453)                                (1,614)       (548)

    Income attributable to
     noncontrolling interests                           -                                  (1)                                      -         (1)
                                                      ---                                  ---                                     ---         ---

    NET LOSS ATTRIBUTABLE TO
     HOLDINGS' SHAREHOLDERS                                  $(748)                                             $(454)                   $(1,614)     $(549)
                                                              =====                                               =====                     =======       =====

    NET LOSS PER COMMON SHARE ATTRIBUTABLE TO
     HOLDINGS' SHAREHOLDERS

    Diluted loss per share                                  $(6.99)                                            $(4.26)                   $(15.10)    $(5.15)

    Diluted weighted average
     common shares outstanding                      107.0                                 106.6                                   106.9        106.5


                                                    Sears Holdings Corporation

                                               Condensed Consolidated Balance Sheets

                                                            (Unaudited)


    Amounts are Preliminary and
     Subject to Change


    millions                         October 29,              October 31,              January 30,
                                            2016                      2015                      2016
                                            ----                      ----                      ----

    ASSETS

    Current assets

    Cash and cash equivalents                          $258                                             $294              $238

    Accounts receivable                      372                                   475                             419

    Merchandise inventories                5,032                                 6,208                           5,172

    Prepaid expenses and other
     current assets                          304                                   242                             216

    Total current assets                   5,966                                 7,219                           6,045

    Property and equipment (net of
     accumulated depreciation and
     amortization of $2,886, $2,925
     and $2,960)                           2,392                                 2,668                           2,631

    Goodwill                                 269                                   269                             269

    Trade names and other intangible
     assets                                1,904                                 2,090                           1,909

    Other assets                             334                                   510                             483
                                                                                  ---

    TOTAL ASSETS                                    $10,865                                          $12,756           $11,337
                                                    =======                                          =======           =======

    LIABILITIES

    Current liabilities

    Short-term borrowings                              $618                                             $686              $797

    Current portion of long-term
     debt and capitalized lease
     obligations                             594                                    71                              71

    Merchandise payables                   1,556                                 2,295                           1,574

    Other current liabilities              1,848                                 1,927                           1,925

    Unearned revenues                        759                                   793                             787

    Other taxes                              355                                   324                             284
                                             ---                                   ---                             ---

    Total current liabilities              5,730                                 6,096                           5,438

    Long-term debt and capitalized
     lease obligations                     3,087                                 2,111                           2,108

    Pension and postretirement
     benefits                              1,997                                 2,133                           2,206

    Deferred gain on sale-leaseback          656                                   775                             753

    Sale-leaseback financing
     obligation                              164                                   164                             164

    Other long-term liabilities            1,716                                 1,811                           1,731

    Long-term deferred tax
     liabilities                             890                                   959                             893
                                             ---                                   ---                             ---

    Total Liabilities                     14,240                                14,049                          13,293
                                          ------                                ------                          ------

    DEFICIT

       Total Deficit                     (3,375)                              (1,293)                        (1,956)
                                          ------                                ------                          ------

       TOTAL LIABILITIES AND DEFICIT                $10,865                                          $12,756           $11,337
                                                    =======                                          =======           =======


    Total common shares outstanding        107.0                                 106.6                           106.7


                                                         Sears Holdings Corporation

                                                               Segment Results

                                                                 (Unaudited)


    Amounts are Preliminary and Subject to
     Change


                                                      13 Weeks Ended October 29, 2016
                                                      -------------------------------

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

    Merchandise sales and
     services                                      $1,888                                             $3,141           $5,029
                                                   ------                                             ------           ------


    Cost of sales, buying
     and occupancy                           1,605                              2,462                          4,067

    Gross margin dollars                       283                                679                            962

    Gross margin rate                        15.0%                             21.6%                         19.1%


    Selling and
     administrative                            555                                988                          1,543

    Selling and
     administrative
     expense as a
     percentage of total
     revenues                                29.4%                             31.5%                         30.7%

    Depreciation and
     amortization                               17                                 74                             91

    Impairment charges                           3                                  -                             3

    Gain on sales of
     assets                                   (30)                              (21)                          (51)
                                               ---                                ---                            ---

               Total costs and
                expenses                     2,150                              3,503                          5,653
                                             -----                              -----                          -----

    Operating loss                                 $(262)                                            $(362)          $(624)
                                                    =====                                              =====            =====


    Number of:

      Kmart Stores                             801                                  -                           801

      Full-Line Stores                           -                               676                            676

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

      Total Stores                             801                                702                          1,503
                                               ===                                ===                          =====



                                                      13 Weeks Ended October 31, 2015
                                                      -------------------------------

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

    Merchandise sales and
     services                                      $2,247                                             $3,503           $5,750
                                                   ------                                             ------           ------


    Cost of sales, buying
     and occupancy                           1,774                              2,714                          4,488

    Gross margin dollars                       473                                789                          1,262

    Gross margin rate                        21.1%                             22.5%                         21.9%


    Selling and
     administrative                            585                              1,045                          1,630

    Selling and
     administrative
     expense as a
     percentage of total
     revenues                                26.0%                             29.8%                         28.3%

    Depreciation and
     amortization                               17                                 77                             94

    Impairment charges                          10                                  7                             17

    Gain on sales of
     assets                                   (12)                              (85)                          (97)
                                               ---                                ---                            ---

               Total costs and
                expenses                     2,374                              3,758                          6,132
                                             -----                              -----                          -----

    Operating loss                                 $(127)                                            $(255)          $(382)
                                                    =====                                              =====            =====


    Number of:

      Kmart Stores                             952                                  -                           952

      Full-Line Stores                           -                               708                            708

      Specialty Stores                           -                                27                             27
                                               ---                               ---                            ---

      Total Stores                             952                                735                          1,687
                                               ===                                ===                          =====


                                                          Sears Holdings Corporation

                                                                Segment Results

                                                                  (Unaudited)


    Amounts are Preliminary and Subject to
     Change


                                                       39 Weeks Ended October 29, 2016
                                                       -------------------------------

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

    Merchandise sales and
     services                                      $6,248                                              $9,838            $16,086
                                                   ------                                              ------            -------


    Cost of sales, buying
     and occupancy                           5,100                              7,587                          12,687

    Gross margin dollars                     1,148                              2,251                           3,399

    Gross margin rate                        18.4%                             22.9%                          21.1%


    Selling and
     administrative                          1,597                              2,933                           4,530

    Selling and
     administrative
     expense as a
     percentage of total
     revenues                                25.6%                             29.8%                          28.2%

    Depreciation and
     amortization                               51                                227                             278

    Impairment charges                           7                                 11                              18

    Gain on sales of
     assets                                  (120)                              (46)                          (166)
                                              ----                                ---                            ----

               Total costs and
                expenses                     6,635                             10,712                          17,347
                                             -----                             ------                          ------

    Operating loss                                 $(387)                                             $(874)          $(1,261)
                                                    =====                                               =====            =======


    Number of:

      Kmart Stores                             801                                  -                            801

      Full-Line Stores                           -                               676                             676

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

      Total Stores                             801                                702                           1,503
                                               ===                                ===                           =====



                                                       39 Weeks Ended October 31, 2015
                                                       -------------------------------

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

    Merchandise sales and
     services                                      $7,062                                             $10,781            $17,843
                                                   ------                                             -------            -------


    Cost of sales, buying
     and occupancy                           5,562                              8,066                          13,628

    Gross margin dollars                     1,500                              2,715                           4,215

    Gross margin rate                        21.2%                             25.2%                          23.6%


    Selling and
     administrative                          1,802                              3,203                           5,005

    Selling and
     administrative
     expense as a
     percentage of total
     revenues                                25.5%                             29.7%                          28.1%

    Depreciation and
     amortization                               56                                274                             330

    Impairment charges                          12                                 59                              71

    Gain on sales of
     assets                                  (173)                             (557)                          (730)
                                              ----                               ----                            ----

               Total costs and
                expenses                     7,259                             11,045                          18,304
                                             -----                             ------                          ------

    Operating loss                                 $(197)                                             $(264)            $(461)
                                                    =====                                               =====              =====


    Number of:

      Kmart Stores                             952                                  -                            952

      Full-Line Stores                           -                               708                             708

      Specialty Stores                           -                                27                              27
                                               ---                               ---                             ---

      Total Stores                             952                                735                           1,687
                                               ===                                ===                           =====


                                                                      Sears Holdings Corporation

                                                                           Adjusted EBITDA

                                                                             (Unaudited)


    Amounts are Preliminary and
     Subject to Change

                                         13 Weeks Ended                           39 Weeks Ended
                                         --------------                           --------------

    millions                    October 29,             October 31,          October 29,            October 31,
                                       2016                     2015                  2016                    2015
                                       ----                     ----                  ----                    ----

    Net loss
     attributable to
     Holdings per
     statement of
     operations                                $(748)                                       $(454)                 $(1,614)    $(549)

    Income attributable
     to noncontrolling
     interests                            -                              1                                     -           1

    Income tax expense
     (benefit)                           11                              14                                    39        (189)

    Interest expense                    105                              74                                   289          249

    Interest and
     investment
     (income) loss                        8                            (17)                                   25           27
                                        ---                             ---                                   ---          ---

    Operating loss                    (624)                          (382)                              (1,261)       (461)

    Depreciation and
     amortization                        91                              94                                   278          330

    Gain on sales of
     assets                            (51)                           (97)                                (166)       (730)
                                        ---                             ---                                  ----         ----

    Before excluded
     items                            (584)                          (385)                              (1,149)       (861)


    Closed store
     reserve and
     severance                          113                             (1)                                  182           36

    Pension expense                      72                              58                                   216          172

    Other(1)                             43                               2                                    52         (87)

    Amortization of
     deferred Seritage
     gain                              (22)                           (23)                                 (66)        (30)

    Impairment charges                    3                              17                                    18           71

    Adjusted EBITDA                            $(375)                                       $(332)                   $(747)    $(699)
                                                =====                                         =====                     =====      =====



    (1)             The 13- and 39- week periods
                    ended October 29, 2016
                    consisted of expenses
                    associated with legal matters,
                    transaction costs associated
                    with strategic initiatives and
                    other expenses, while the 13-
                    and 39- week periods ended
                    October 31, 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
                                                                                   --------------

                                                           October 29, 2016                                                 October 31, 2015
                                                           ----------------                                                 ----------------

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

    Operating loss
     per statement
     of operations                                        $(262)                            $(362)                                       $(624)               $(127)      $(255) $(382)

    Depreciation and
     amortization                              17                               74                91                                            17         77          94

    Gain on sales of
     assets                                  (30)                            (21)             (51)                                         (12)      (85)       (97)
                                              ---                              ---               ---                                           ---        ---         ---

    Before excluded
     items                                  (275)                           (309)            (584)                                        (122)     (263)      (385)


    Closed store
     reserve and
     severance                                107                                6               113                                             1        (2)        (1)

    Pension expense                             -                              72                72                                             -        58          58

    Other(1)                                    -                              43                43                                             1          1           2

    Amortization of
     deferred
     Seritage gain                            (4)                            (18)             (22)                                          (5)      (18)       (23)

    Impairment
     charges                                    3                                -                3                                            10          7          17
                                              ---                              ---              ---                                           ---        ---         ---

    Adjusted EBITDA                                       $(169)                            $(206)                                       $(375)               $(115)      $(217) $(332)

    % to revenues                          (9.0)%                          (6.6)%           (7.5)%                                       (5.1)%    (6.2)%     (5.8)%


                                                                                   39 Weeks Ended
                                                                                   --------------

                                                           October 29, 2016                                                 October 31, 2015
                                                           ----------------                                                 ----------------

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

    Operating loss
     per statement
     of operations                                        $(387)                            $(874)                                     $(1,261)               $(197)      $(264) $(461)

    Depreciation and
     amortization                              51                              227               278                                            56        274         330

    Gain on sales of
     assets                                 (120)                            (46)            (166)                                        (173)     (557)      (730)
                                             ----                              ---              ----                                          ----       ----        ----

    Before excluded
     items                                  (456)                           (693)          (1,149)                                         (314)     (547)      (861)


    Closed store
     reserve and
     severance                                159                               23               182                                            42        (6)         36

    Pension expense                             -                             216               216                                             -       172         172

    Other(1)                                    8                               44                52                                             9       (96)       (87)

    Amortization of
     deferred
     Seritage gain                           (13)                            (53)             (66)                                          (6)      (24)       (30)

    Impairment
     charges                                    7                               11                18                                            12         59          71
                                              ---                              ---               ---                                           ---        ---         ---

    Adjusted EBITDA                                       $(295)                            $(452)                                       $(747)               $(257)      $(442) $(699)

    % to revenues                          (4.7)%                          (4.6)%           (4.6)%                                       (3.6)%    (4.1)%     (3.9)%



    (1)             The 13- and 39- week periods
                    ended October 29, 2016
                    consisted of expenses
                    associated with legal matters,
                    transaction costs associated
                    with strategic initiatives and
                    other expenses, while the 13-
                    and 39- week periods ended
                    October 31, 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 October 29, 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                                  $962                                  $                 -                                         $38                         $              -      $      -        $(22)    $    -  $   -   $978

    Selling and
     administrative
     impact                                    1,543                       (72)                               (75)                             -                         -                           -   (43)          -    1,353

    Depreciation and
     amortization
     impact                                       91                          -                                (2)                             -                         -                           -      -          -       89

    Impairment charges
     impact                                        3                          -                                (3)                             -                         -                           -      -          -        -

    Gain on sales of
     assets impact                              (51)                         -                                  -                            16                          -                           -      -          -     (35)

    Operating loss
     impact                                    (624)                        72                                 118                           (16)                         -                        (22)     43           -    (429)

    Interest and
     investment loss
     impact                                      (8)                         -                                  -                             -                         9                            -      -          -        1

    Income tax expense
     impact                                     (11)                      (27)                               (44)                             6                        (3)                           8    (16)        287       200

    After tax and
     noncontrolling
     interests impact                          (748)                        45                                  74                           (10)                         6                         (14)     27         287     (333)

    Diluted loss per
     share impact                                     $(6.99)                                               $0.42                                        $0.69                                  $(0.09)         $0.06       $(0.13)     $0.25   $2.68 $(3.11)



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


                                                                                 13 Weeks Ended October 31, 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            $1,262                               $                  -                                           $6               $       -   $        -       $(23)   $     - $    -  $1,245

    Selling and
     administrative
     impact               1,630                        (58)                                7                               -                          -         - (2)           -    1,577

    Depreciation and
     amortization
     impact                  94                           -                                -                              -                          -         -   -           -       94

    Impairment charges
     impact                  17                           -                             (17)                              -                          -         -   -           -        -

    Gain on sales of
     assets impact         (97)                          -                                -                             83                           -         -   -           -     (14)

    Operating loss
     impact               (382)                         58                                16                            (83)                          -      (23)   2            -    (412)

    Interest and
     investment income
     impact                  17                           -                                -                              -                       (17)         -   -           -        -

    Income tax expense
     impact                (14)                       (22)                              (6)                             31                           6          9  (1)         179       182

    After tax and
     noncontrolling
     interests impact     (454)                         36                                10                            (52)                       (11)      (14)   1          179     (305)

    Diluted loss per
     share impact                 $(4.26)                                             $0.34                                         $0.09                 $(0.49)      $(0.10)     $(0.13)     $0.01   $1.68  $(2.86)



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


                                                                                                                                                                     Sears Holdings Corporation

                                                                                                                                                                     Adjusted Earnings per Share

                                                                                                                                                                             (Unaudited)


    Amounts are Preliminary and Subject to Change


                                                                                                      39 Weeks Ended October 29, 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                                $3,399                                  $                 -                                        $102                         $               -      $      -        $(66)    $    -  $   -   $3,435

    Selling and
     administrative
     impact                                    4,530                      (216)                               (80)                             -                         -                            -   (52)          -    4,182

    Depreciation and
     amortization
     impact                                      278                          -                                (7)                             -                         -                            -      -          -      271

    Impairment charges                            18                          -                               (18)                             -                         -                            -      -          -        -

    Gain on sales of
     assets impact                             (166)                         -                                  -                            63                          -                            -      -          -    (103)

    Operating loss
     impact                                  (1,261)                       216                                 207                           (63)                         -                         (66)     52           -    (915)

    Interest and
     investment loss
     impact                                     (25)                         -                                  -                             -                        29                             -      -          -        4

    Income tax expense
     impact                                     (39)                      (81)                               (78)                            24                       (11)                           25    (20)        630       450

    After tax and
     noncontrolling
     interests impact                        (1,614)                       135                                 129                           (39)                        18                          (41)     32         630     (750)

    Diluted loss per
     share impact                                    $(15.10)                                               $1.26                                        $1.21                                   $(0.36)         $0.17       $(0.39)     $0.30   $5.89   $(7.02)



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


                                                                                 39 Weeks Ended October 31, 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            $4,215                               $                  -                                          $17               $       -      $      -       $(30)    $(126)  $    -  $4,076

    Selling and
     administrative
     impact               5,005                       (172)                             (19)                              -                          -         -   (39)         -    4,775

    Depreciation and
     amortization
     impact                 330                           -                              (2)                              -                          -         -      -         -      328

    Impairment charges
     impact                  71                           -                             (71)                              -                          -         -      -         -        -

    Gain on sales of
     assets impact        (730)                          -                                -                            687                           -         -      -         -     (43)

    Operating loss
     impact               (461)                        172                               109                           (687)                          -      (30)   (87)         -    (984)

    Interest and
     investment loss
     impact                (27)                          -                                -                              -                         25          -      -         -      (2)

    Income tax benefit
     impact                 189                        (65)                             (41)                            258                         (9)        11      33         87       463

    After tax and
     noncontrolling
     interests impact     (549)                        107                                68                           (429)                         16       (19)   (54)        87     (773)

    Diluted loss per
     share impact                 $(5.15)                                             $1.00                                         $0.64                 $(4.03)         $0.15      $(0.18)   $(0.51)   $0.82  $(7.26)



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

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/sears-holdings-reports-third-quarter-2016-results-300375086.html

SOURCE Sears Holdings Corporation