Sears Holdings Corporation Announces Filing Of Registration Statement For Spin-Off Of Lands' End Business

  Sears Holdings Corporation Announces Filing Of Registration Statement For
                       Spin-Off Of Lands' End Business

PR Newswire

HOFFMAN ESTATES, Ill., Dec. 6, 2013

HOFFMAN ESTATES, Ill., Dec. 6, 2013 /PRNewswire/ -- Sears Holdings Corporation
(NASDAQ: SHLD) announced that, in connection with its previously announced
consideration of a separation of its Lands' End business, Lands' End, Inc.
filed today a registration statement on Form 10 with the Securities and
Exchange Commission. Sears Holdings intends to spin off its Lands' End
business through the pro rata distribution of all of the shares of common
stock of Lands' End, Inc. We expect that the spin-off will be tax-free to U.S.
stockholders except for any cash received in lieu of fractional shares. The
spin-off is subject to the approval of the Board of Directors of Sears
Holdings and the satisfaction of certain other conditions. Sears Holdings may,
at any time until the spin-off, decide to abandon the spin-off or modify or
change the terms of the spin-off. Holders of Sears Holdings common stock as of
the record date for the spin-off will not be required to make any payment,
surrender or exchange any shares of Sears Holdings common stock or take any
other action to participate in the spin-off. Additional information concerning
Lands' End and the proposed spin-off is contained in the registration
statement on Form 10.

Forward-Looking Statements

This press release contains forward-looking statements about our expectations
for the spin-off of our Lands' End business, including the intended structure
and timing of the transaction. 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: changes in our accounting
and other assumptions with respect to the value of Lands' End, Inc.; the
actual valuation of Lands' End, Inc. by our stockholders and other third
parties; the operational and financial profile of Sears Holdings Corporation
or any of its businesses and Lands' End, Inc. after giving effect to the
spin-off; the ability of Lands' End, Inc. to operate as an independent entity,
including its ability to source merchandise on acceptable terms; the extent to
which we are able to complete the transaction on terms that are favorable to
us, on the intended timetable or at all; the length of any SEC review of the
registration statement; and other factors that impact our business and results
of operations. 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 (NASDAQ: SHLD) is a leading integrated retailer
with almost 2,500 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 14 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 2013 ENERGY
STAR® "Partner of the Year - Sustained Excellence Award" for Product Retailing
and Energy Management and was named 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
 
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