Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.01 per share^F1,F2,F3,F4	holding	—	—	—	32,558,337	D
Common Stock, par value $0.01 per share^{F1,F2,F3,F4,F5}	holding	—	—	—	20,192,514	I	See Footnotes
Common Stock, par value $0.01 per share^{F1,F2,F3,F4,F6}	holding	—	—	—	150,124	I	See Footnotes
Common Stock, par value $0.01 per share^{F1,F2,F3,F4,F7}	holding	—	—	—	193,341	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
6 5/8% Senior Secured Convertible PIK Toggle Notes^{F11,F1,F2,F3,F4,F10}	—	Mar 20, 2018	A	—	A	Mar 20, 2018	Oct 15, 2019	Common Stock, par value $0.01 per share	3,341,600	—	D
6 5/8% Senior Secured Convertible PIK Toggle Notes^{F11,F1,F2,F3,F4,F12,F10}	—	Mar 20, 2018	A	—	A	Mar 20, 2018	Oct 15, 2019	Common Stock, par value $0.01 per share	658,400	—	I
8% Senior Unsecured Convertible PIK Toggle Notes^{F14,F1,F2,F3,F4,F13}	—	Mar 20, 2018	A	—	A	Mar 20, 2018	Dec 15, 2019	Common Stock, par value $0.01 per share	16,285,980	—	D
8% Senior Unsecured Convertible PIK Toggle Notes^{F14,F1,F2,F3,F4,F15,F13}	—	Mar 20, 2018	A	—	A	Mar 20, 2018	Dec 15, 2019	Common Stock, par value $0.01 per share	6,231,180	—	I
Second Lien Term Loan^{F1,F2,F3,F4,F17,F16}	—	Mar 20, 2018	A	—	A	Mar 20, 2018	Jul 20, 2020	Common Stock, par value $0.01 per share	41,186,800	—	I
Second Lien Term Loan^{F1,F2,F3,F4,F18,F16}	—	Mar 20, 2018	A	—	A	Mar 20, 2018	Jul 20, 2020	Common Stock, par value $0.01 per share	18,813,200	—	I
Warrants (right to buy)^{F1,F2,F3,F4,F8}	$25.686	holding	—	—	—	Nov 19, 2014	Dec 15, 2019	Common Stock, par value $0.01 per share	6,328,688	5,701,521	D
Warrants (right to buy)^{F1,F2,F3,F4,F9,F8}	$25.686	holding	—	—	—	Nov 19, 2014	Dec 15, 2019	Common Stock, par value $0.01 per share	4,808,465	4,331,951	I

Explanation of responses

F1This statement is jointly filed by and on behalf of each of Edward S. Lampert, JPP, LLC ("JPP"), ESL Partners, L.P. ("Partners"), JPP II, LLC ("JPP II"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, JPP, Partners, JPP II, SPE I, and SPE Master I are the direct beneficial owners of the securities covered by this statement.
F10The 6 5/8% Senior Secured Convertible PIK Toggle Notes due 2019 ("Senior Secured Convertible PIK Toggle Notes") are convertible at the option of an eligible holder into Shares at the conversion price of 200 Shares per $1,000 in principal amount of such notes, or $5.00 per Share.
F11In exchange for each $1,000 principal amount of 6 5/8% Senior Secured Notes due 2018, the Issuer issued a like principal amount of Senior Secured Convertible PIK Toggle Notes.
F12Represents Senior Secured Convertible PIK Toggle Notes directly beneficially owned by Partners.
F13The 8% Senior Unsecured Convertible PIK Toggle Notes due 2019 ("Senior Unsecured Convertible PIK Toggle Notes") are convertible at the option of an eligible holder into Shares at the conversion price of 120 Shares per $1,000 in principal amount of such notes, or approximately $8.33 per Share.
F14In exchange for each $1,000 principal amount of 8% Senior Unsecured Notes due 2019, the Issuer issued a like principal amount of Senior Unsecured Convertible PIK Toggle Notes.
F15Represents Senior Unsecured Convertible PIK Toggle Notes directly beneficially owned by Partners.
F16The Issuer's obligations with respect to the Second Lien Term Loan may be converted into Shares at the option of an eligible holder at a conversion rate of 200 Shares per $ 1,000 in principal amount of indebtedness outstanding under the Second Lien Term Loan (subject to adjustment).
F17Represents the indebtedness outstanding under the Second Lien Term Loan directly beneficially owned by JPP.
F18Represents the indebtedness outstanding under the Second Lien Term Loan directly beneficially owned by JPP II.
F2Partners is the sole member of, and may be deemed to beneficially own certain securities owned by, JPP II. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I, and SPE Master I. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the sole member of, and may be deemed to beneficially own securities owned by, JPP. Mr. Lampert is the Chairman, Chief Executive Officer, and Director of, and may be deemed to beneficially own securities owned by, ESL.
F3The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
F4The reporting persons may be deemed to be a member of a group with respect to Sears Holdings Corporation (the "Issuer") or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
F5Represents shares of common stock of the Issuer, par value $0.01 per share ("Shares"), directly beneficially owned by Partners.
F6Represents Shares directly beneficially owned by SPE I.
F7Represents Shares directly beneficially owned by SPE Master I.
F8Represents the amount of Shares that could be acquired upon the exercise of warrants to purchase Shares of the Issuer ("Warrants"), with each Warrant entitling the holder thereof to purchase 1.11 Shares at an exercise price of $25.686 per Share.
F9Represents Warrants directly beneficially owned by Partners.

Remarks

Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)