Sears Holdings Announces Leadership Transition

                Sears Holdings Announces Leadership Transition

Louis D'Ambrosio to Step Down Due to Family Health Matters

Edward S. Lampert, Chairman of the Board, to Serve as Chief Executive Officer

PR Newswire

HOFFMAN ESTATES, Ill., Jan. 7, 2013

HOFFMAN ESTATES, Ill., Jan. 7, 2013 /PRNewswire/ -- Sears Holdings Corporation
(Nasdaq: SHLD) today announced that Louis J. D'Ambrosio will step down as
Chief Executive Officer for family health matters at the end of the company's
fiscal year on February 2, 2013. Edward S. Lampert will then assume the role
of CEO of Sears Holdings, in addition to his role as Chairman of the Board of
Directors. Mr. D'Ambrosio will remain on the Board until the company's next
Annual Meeting of Stockholders to be held in May 2013 and will be available to
assist with a smooth transition.

"The Board greatly appreciates Lou's strong leadership in accelerating the
transformation of Sears Holdings, and we understand and respect his personal
decision to step down," said Mr. Lampert. "Lou has guided Sears Holdings
during a time of rapid industry change to become a more customer and
Member-focused company and positioned us to lead in Integrated Retail. His
contributions to our company have been significant, and the entire Sears
Holdings family wishes Lou and his family the very best."

Mr. Lampert added, "In light of Lou's decision to step down, the Board feels
it is important that there is continuity of leadership during this important
period of transformation and improvement at Sears Holdings. I have agreed to
assume these additional responsibilities in order to continue the company's
recovery and sustain the momentum we are experiencing, as well as further the
development of the management team under the distributed leadership model,
which provides our business unit leaders with greater control, authority and
autonomy. Working closely with the Board, management and our dedicated
associates, we will remain focused on executing our goals, improving
operations and building sustainable long-term value for shareholders. All of
this starts with delivering great experiences to our Members."

Mr. D'Ambrosio said, "It has been a true privilege to serve the customers,
Members, shareholders and associates of Sears Holdings. This was a very
difficult decision, but necessary for family considerations. Sears Holdings
is a remarkable company going through an exciting transformation to serve its
Members with excellence in Integrated Retail. I wish both the company and our
talented associates much success in completing the transformation of Sears
Holdings and look forward to supporting Eddie and the rest of our management
team during the transition."

Update on Fourth Quarter
Separately, the company today announced an update for its fourth
quarter-to-date performance. The company currently expects:

  oAdjusted EBITDA for the fourth quarter of between $365 million and $465
    million as compared to $351 million last year ($254 million domestically
    and $97 million in Sears Canada), with domestic Adjusted EBITDA of between
    $325 million and $395 million;
  oAdjusted EBITDA for the full year of between $560 million and $660 million
    as compared to $277 million last year ($176 million domestically and $101
    million in Sears Canada);
  oReported net loss attributable to Holdings' shareholders for the quarter
    ending February 2, 2013 will be between $280 million and $360 million, or
    between $2.64 and $3.40 loss per diluted share. This includes an
    estimated non-cash charge of approximately $450 million related to pension
    settlements from our voluntary offer to term-vested employees and $42
    million of pension expense. Adjusted for these items, net income is
    expected to be between $132 million and $212 million, or between $1.25 and
    $2.00 per diluted share. The range excludes the potential impact, if any,
    related to store closings and impairment charges and restructuring
    activities including severance. In the fourth quarter of the prior year,
    the Company reported a net loss attributable to Holdings' shareholders of
    $2.4 billion, or $22.63 loss per diluted share which included a non-cash
    impairment charge of $551 million, a non-cash charge of $1.7 billion
    relating to a valuation allowance against our deferred tax assets and
    other adjustments which can be found in our 8-K filed on February 23,
    2012. Adjusted for these items, net income was $58 million, or $0.54 per
    diluted share.
  oReported net loss attributable to Holdings' shareholders for the full year
    ending February 2, 2013 will be between $721 million and $801 million, or
    between $6.80 and $7.56 loss per diluted share, which includes the
    estimated fourth quarter non-cash charge of approximately $492 million
    related to pension settlements and expense, as well as the year-to-date
    adjustments found in our 10-Q filed on November 16, 2012 and excludes the
    potential fourth quarter impact, if any, related to store closings and
    impairment charges and restructuring activities including severance.
    Adjusted for these items, net loss is expected to be between $123 million
    and $203 million, or between $1.16 and $1.92 loss per diluted share. For
    the full year ended January 28, 2012, the Company reported a net loss
    attributable to Holdings' shareholders of $3.1 billion, or $29.40 loss per
    diluted share which included a non-cash impairment charge of $551 million,
    a non-cash charge of $1.7 billion relating to a valuation allowance
    against our deferred tax assets and other adjustments which can be found
    in our 8-K filed on February 23, 2012. Adjusted for these items, net loss
    was $482 million, or $4.52 loss per diluted share.

"We expect to generate domestic EBITDA improvement for the fourth consecutive
quarter, and have reduced net debt by $400 million as of December 29, 2012,"
saidMr. D'Ambrosio. "We have also made considerable progress on our strategic
priorities of transforming the company around Integrated Retail and our
ShopYourWay membership program."

The company currently plans to release financial results for its fiscal 2012
fourth quarter and full year on or about February 28, 2013, before the market
opens.

Adjusted EBITDA Reconciliation

millions                                                         Range

                                                                
  oexpected net loss attributable to Holdings' shareholders     $(280) $(360)
  oplus domestic pension settlements and expense not included   492    492
    in Adjusted EBITDA
  oplus income statement line items not included in EBITDA
    consisting of noncontrolling interest income, income taxes,
    interest expense, interest and investment income, other      153    333
    income, depreciation expense and gain on sales of assets
    through January 6, 2013
Adjusted EBITDA                                                  $365   $465

Forward-Looking Statements
Results are preliminary and unaudited. This press release contains
forward-looking statements about our expectations for the fourth quarter of
fiscal 2012. Forward-looking statements contained in this press release also
include statements about various initiatives to reduce expenses, adjust our
asset base, generate cash and transform our business model and the impact of
such initiatives. Forward-looking statements are subject to risks and
uncertainties that may cause our actual results, performance or achievements
to be materially different from any future results, performance or
achievements expressed or implied by these forward-looking statements. Such
statements are based upon the current beliefs and expectations of our
management and are subject to significant risks and uncertainties. The
following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: our ability to offer
merchandise and services that our customers want, including our proprietary
brand products; our ability to successfully implement various initiatives,
including reducing expenses, successfully closing stores, improving inventory
management and other capabilities; customer acceptance of our more
member-centric, integrated retail model; competitive conditions in the retail
and related services industries; worldwide economic conditions and business
uncertainty, including the availability of consumer and commercial credit,
changes in consumer confidence, tastes, preferences and spending, the impact
of rising fuel prices, and changes in vendor relationships, including the
impact of increases in the cost of raw materials experienced by certain of our
vendors, vendors' lack of willingness to provide acceptable payment terms or
otherwise restricting financing to purchase inventory or services; the impact
of seasonal buying patterns, including seasonal fluctuations due to weather
conditions, which are difficult to forecast with certainty; our dependence on
sources outside the United States for significant amounts of our merchandise;
our extensive reliance on computer systems to process transactions, summarize
results and manage our business, which may be subject to disruptions or
security breaches; our reliance on third parties to provide us with services
in connection with the administration of certain aspects of our business;
impairment charges for goodwill and intangible assets or fixed-asset
impairment for long-lived assets ; our ability to attract, motivate and retain
key executives and other associates; our ability to protect or preserve the
image of our brands; the outcome of pending and/or future legal proceedings,
including product liability claims and proceedings with respect to which the
parties have reached a preliminary settlement; and the timing and amount of
required pension plan funding and other risks, uncertainties and factors
discussed in our most recent Annual Report on Form 10-K and other filings with
the Securities and Exchange Commission. We intend the forward-looking
statements to speak only as of the time made and do not undertake to update or
revise them as more information becomes available.

About Sears Holdings Corporation
Sears Holdings Corporation is a leading integrated retailer with over 2,600
full-line and specialty retail stores in the United States and Canada and the
home of SHOP YOUR WAY, a social shopping experience where members have the
ability to earn points and receive benefits across a wide variety of physical
and digital formats through ShopYourWay.com. Sears Holdings is the leading
home appliance retailer as well as a leader in tools, lawn and garden, fitness
equipment and automotive repair and maintenance. Key proprietary brands
include Kenmore, Craftsman and DieHard, with a broad apparel offering,
including such well-known labels as Lands' End, the Kardashian Kollection,
Jaclyn Smith and Joe Boxer, as well as Sofia by Sofia Vergara and The Country
Living Home Collection. We are the nation's largest provider of home
services, with more than 15 million service and installation calls made
annually and have a long-established commitment to those who serve in the
military through initiatives like the Heroes at Home program. We have been
named the 2011 Mobile Retailer of the Year, Recipient of the 2012 ENERGY STAR®
"Corporate Commitment Award" for Product Retailing and Energy Management and
one of the Top 20 Best Places to Work for Recent Grads. Sears Holdings
Corporation operates through its subsidiaries, including Sears, Roebuck and
Co. and Kmart Corporation. For more information, visit Sears Holdings'
website at www.searsholdings.com. Twitter: @searsholdings | |Facebook:
http://www.facebook.com/SHCCareers

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

SOURCE Sears Holdings Corporation

Website: http://www.searsholdings.com