Sears, Roebuck and Co. reported net income, excluding noncomparable items of $1.6 billion, or $4.92 per share for 2002 as compared to $4.22 in 2001, a 17 percent per share increase. On a reported basis, net income was $1.4 billion or $4.29 per share for 2002 as compared to $2.24 last year.

“2002 was a year of tremendous change for Sears,” said Chairman and Chief Executive Officer Alan J. Lacy. “We made significant progress in repositioning and restructuring our core retail business, full-line stores, resulting in improved earnings for Sears. 2002 was a record year for Sears in terms of earnings per share.”

The company also reported fourth quarter 2002 net income, excluding non- comparable items, of $669 million, or $2.11 per share compared to $657 million, or $2.02 per share in 2001, a 4.5 percent per share increase. The increase is due to improved profitability in the company’s Retail and Related Services segment as well as a decrease in the number of shares outstanding, partially offset by a decline in the Credit and Financial Products segment.

“Despite a challenging retail environment and soft sales, we made strong progress in improving our core retail operations,” said Lacy. “The acquisition of Lands End, continued improvement in merchandise assortments, inventory management and vendor sourcing, and an improvement in the cost structure of the full-line stores all contributed to increased profitability.”

Fourth quarter of 2002 was affected by one non-comparable item – the gain on the sale of the company’s remaining investment in Advance Auto Parts, Inc. The sale resulted in an after-tax gain of $179 million, or $0.56 per share and generated after-tax cash proceeds of $335 million. Non-comparable items affecting the fourth quarter of 2001 consisted of charges relating to implementation of productivity initiatives, product category exits, and the Exide battery litigation settlement. These non-comparable items, on an after- tax basis, were $163 million, or $0.50 per share.

Reported fourth quarter 2002 net income, including the non-comparable items, was $848 million or $2.67 per share, compared with $494 million, or $1.52 per share in the fourth quarter of 2001.

Retail and Related Services segment operating income for the fourth quarter, excluding non-comparable items, increased 9.7 percent to $726 million due to improvements in margin, as well as the addition of Lands End. “We are pleased by our strong profit performance in retail in the fourth quarter especially in light of the challenging retail environment during the holiday selling season,” said Lacy.

Retail and Related Services revenues for the fourth quarter of 2002 of $9.7 billion were 2.8 percent above last year’s fourth quarter revenues of $9.5 billion. Increased revenues due to the acquisition of Lands End, and the addition of seven new The Great Indoors stores were partially offset by declines in full-line stores revenues. In hardlines, revenue declined in big- ticket categories such as home appliances, home electronics and lawn and garden. Softline sales declined compared to the prior year, however, sales improved over the prior quarter’s performance.

Retail and Related Services gross margin rate improved by 140 basis points to 29.4 percent. The improvement in margin was due to the inclusion of Lands End and improved inventory management and product sourcing in full-line stores.

Selling and administrative spending was 7.5 percent higher than fourth quarter 2001. The increase was due to additional expense related to the inclusion of Lands End and higher investment in The Great Indoors, partially offset by a reduction in operating costs for full-line stores. Selling and administrative expenses were 19.9 percent of sales compared with 19.0 percent last year.

The company’s preliminary outlook for 2003 is for comparable earnings per share to increase in the low- to mid- single digits. The Retail and Related Services business is expected to grow operating income in the mid-teens, while operating income for the Credit and Financial Products segment is expected to decline at a low- to mid-single-digit rate. Sears Canada is anticipated to post increased year- over-year profitability, and the Corporate and Other segment is expected to remain relatively flat with productivity savings being offset by higher benefit and insurance costs.

SEARS, ROEBUCK AND CO.

CONSOLIDATED INCOME

                                For the 13 Weeks Ended  For the 52 Weeks Ended
                                   December 28, 2002       December 28, 2002
                                 and December 29, 2001   and December 29, 2001

     (millions, except earnings per
      common share)                  2002        2001         2002     2001

     REVENUES
       Merchandise sales
        and services               $11,059      $10,819     $35,698  $35,755
       Credit and financial products
        revenues                     1,459        1,401       5,668    5,235
             Total revenues         12,518       12,220      41,366   40,990

     COSTS AND EXPENSES
       Cost of sales, buying and
        occupancy                    7,744        7,781      25,646   26,234
       Selling and administrative    2,612        2,408       9,249    8,892
       Provision for uncollectible
        accounts                       576          415       2,261    1,344
       Provision for previously
        securitized receivables          -            -           -      522
       Depreciation and amortization   225          214         875      863
       Interest                        277          321       1,143    1,415
       Special charges and
        impairments                      -          255         111      542
              Total costs and
               expenses             11,434       11,394      39,285   39,812

    Operating income                 1,084          826       2,081    1,178
    Other income, net                  274           15         372       45

    Income before income taxes and
     minority interest               1,358          841       2,453    1,223

    Income taxes                      (476)        (331)       (858)    (467)

    Minority interest                  (34)         (16)        (11)     (21)

    Income before cumulative effect
     of accounting change              848          494       1,584      735

    Cumulative effect of change in
     accounting for goodwill             -            -        (208)       -

    NET INCOME                        $848         $494      $1,376     $735