8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 15, 2019

SEARS HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-51217, 001-36693	20-1920798
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3333 Beverly Road Hoffman Estates, Illinois	60179
(Address of principal executive offices)	(Zip code)

Registrant’s Telephone Number, Including Area Code: (847) 286-2500

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

As previously reported, on October 15, 2018 (the “Petition Date”), Sears Holdings Corporation (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the United States Code.

The Company does not believe that there will be sufficient funds or other assets in the Estate to allow holders of the Company’s common stock to receive any distribution of value in respect of their equity interests and expects to file a chapter 11 plan memorializing that belief in the coming weeks.

On April 15, 2019, the Debtors filed with the Bankruptcy Court their monthly operating report for the period beginning February 3, 2019 and ending March 2, 2019 (the “Monthly Operating Report”). The Monthly Operating Report is attached hereto as Exhibit 99.1, and is incorporated herein by reference. This Current Report on Form 8-K (including the exhibits hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD. The Monthly Operating Report and other filings with the Bankruptcy Court related to the Chapter 11 Cases may be available electronically at http://restructuring.primeclerk.com/sears.

The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding the Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Furthermore, this Form 8-K and/or the Monthly Operating Report may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this filing that address activities, events or developments that the Company expects, believes, targets or anticipates will or may occur in the future are forward-looking statements. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which could include the following: risks and uncertainties relating to the Chapter 11 Cases, including but not limited to, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, the Company’s ability to confirm an acceptable plan of liquidation, the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, risks associated with third-party motions in the Chapter 11 Cases; the Company’s ability to realize proceeds from remaining assets and the related terms and conditions; risks associated with litigation and other claims that involve the Company; risks related to the trading of the Company’s common stock on the OTC Pink Market, particularly in light of the fact that the Company does not believe that there will be sufficient funds or other assets in the Estate to allow holders of the Company’s common stock to receive any distribution of value in respect of their equity interests; as well as other risk factors set forth in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. The Company therefore cautions readers against relying on these forward-looking statements. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and, except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1  Monthly Operating Report for the period ended March 2, 2019, filed with the United States Bankruptcy Court for the Southern District of New York

Exhibit Index

Exhibit No.	Exhibit
99.1	Monthly Operating Report for the period ended March 2, 2019, filed with the United States Bankruptcy Court for the Southern District of New York

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEARS HOLDINGS CORPORATION
By:	/s/ Mohsin Meghji
	Mohsin Meghji Chief Restructuring Officer

Dated: April 15, 2019

EX-99.1

Exhibit 99.1

In re: Sears Holdings Corporation, et al.	Case No. 18-23538 (RDD)
Debtors	Reporting Period: February 3, 2019 – March 2, 2019
	Federal Tax I.D. # 20-1920798

GLOBAL NOTES AND STATEMENTS OF LIMITATIONS

AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS

On October 15, 2018 (the “Petition Date”), Sears Holdings Corporation and 49 of its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors,” and together with the Debtors’ non-debtor affiliates, the “Company”)¹ filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). In addition, Debtors SHC Licensed Business LLC, SHC Promotions LLC and SRe Holding Corporation filed their voluntary petitions for relief on October 18, 2018, October 22, 2018 and January 7, 2019, respectively. The Debtors’ chapter 11 cases are being jointly administered for procedural purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) under the caption Sears Holdings Corporation., et al., Case No. 18-23538 (RDD) (S.D.N.Y.), pursuant to an order entered by the Bankruptcy Court on October 15, 2018 [ECF No. 118]. On October 24, 2018, the United States Trustee for Region 2 (the “U.S. Trustee”) appointed an official committee of unsecured creditors pursuant to section 1102(a) of the Bankruptcy Code (the “Creditors’ Committee”) [ECF No. 276]. The Debtors continue to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On February 8, 2019, the Bankruptcy Court entered the Order (I) Approving the Asset Purchase Agreement Among Sellers and Buyer, (II) Authorizing the Sale of Certain of the Debtors’ Assets Free and Clear of Liens, Claims, Interests and Encumbrances, (III) Authorizing the Assumption and Assignment of Certain Executory Contracts, and Leases in Connection Therewith and (IV) Granting Related Relief [ECF No. 2507] (the “Sale Order”). The Sale Transaction (as defined in the Sale Order) with Transform Holdco LLC (the “Buyer”) closed on February 11, 2019 (the “Closing”).

The following notes, statements and limitations should be referred to, and referenced in connection with, any review of the MOR.

¹  The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are as follows: Sears Holdings Corporation (0798); Kmart Holding Corporation (3116); Kmart Operations LLC (6546); Sears Operations LLC (4331); Sears, Roebuck and Co. (0680); ServiceLive Inc. (6774); SHC Licensed Business LLC (3718); A&E Factory Service, LLC (6695); A&E Home Delivery, LLC (0205); A&E Lawn & Garden, LLC (5028); A&E Signature Service, LLC (0204); FBA Holdings Inc. (6537); Innovel Solutions, Inc. (7180); Kmart Corporation (9500); MaxServ, Inc. (7626); Private Brands, Ltd. (4022); Sears Development Co. (6028); Sears Holdings Management Corporation (2148); Sears Home & Business Franchises, Inc. (6742); Sears Home Improvement Products, Inc. (8591); Sears Insurance Services, L.L.C. (7182); Sears Procurement Services, Inc. (2859); Sears Protection Company (1250); Sears Protection Company (PR) Inc. (4861); Sears Roebuck Acceptance Corp. (0535); Sears, Roebuck de Puerto Rico, Inc. (3626); SYW Relay LLC (1870); Wally Labs LLC (None); SHC Promotions LLC (9626); Big Beaver of Florida Development, LLC (None); California Builder Appliances, Inc. (6327); Florida Builder Appliances, Inc. (9133); KBL Holding Inc. (1295); KLC, Inc. (0839); Kmart of Michigan, Inc. (1696); Kmart of Washington LLC (8898); Kmart Stores of Illinois LLC (8897); Kmart Stores of Texas LLC (8915); MyGofer LLC (5531); Sears Brands Business Unit Corporation (4658); Sears Holdings Publishing Company, LLC. (5554); Sears Protection Company (Florida), L.L.C. (4239); SHC Desert Springs, LLC (None); SOE, Inc. (9616); StarWest, LLC (5379); STI Merchandising, Inc. (0188); Troy Coolidge No. 13, LLC (None); BlueLight.com, Inc. (7034); Sears Brands, L.L.C. (4664); Sears Buying Services, Inc. (6533); Kmart.com LLC (9022); Sears Brands Management Corporation (5365); and SRe Holding Corporation (4816). The location of the Debtors’ corporate headquarters is 3333 Beverly Road, Hoffman Estates, Illinois 60179.

In re: Sears Holdings Corporation, et al.	Case No. 18-23538 (RDD)
Debtors	Reporting Period: February 3, 2019 – March 2, 2019
	Federal Tax I.D. # 20-1920798

1. Basis of Presentation. The Debtors are filing their consolidated monthly operating report (the “MOR”) solely for purposes of complying with the monthly operating requirements applicable in the Debtors’ chapter 11 cases. The MOR is in a format acceptable to the U.S. Trustee for the Southern District of New York (the “U.S. Trustee”). The MOR should not be relied upon by any persons for information relating to current or future financial conditions, events, or performance of any of the Debtors or their affiliates.

In preparing the MOR, the Debtors relied on financial data derived from their books and records that was available at the time of preparation. Subsequent information or discovery may result in material changes to the MOR and errors or omissions may exist. Notwithstanding any such discovery, new information, or errors or omissions, the Debtors do not undertake any obligation or commitment to update the MOR.

This MOR has not been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and does not include all of the information and footnotes required by U.S. GAAP. Therefore, there can be no assurance that the consolidated financial information presented herein is complete, and readers are strongly cautioned not to place undue reliance on the MOR.

The information furnished in this report includes primarily normal recurring adjustments but does not include all the adjustments that would typically be made for the quarterly and annual consolidated financial statements to be in accordance with U.S. GAAP. Certain adjusting entries (including, but not limited to, income tax expense and intercompany profit eliminations) are only prepared on a quarterly basis, and therefore any such adjustments included herein are based on information as of February 2, 2019, the Debtors’ fiscal year end.

Furthermore, the monthly financial information contained herein has not been subjected to the same level of accounting review and testing that the Debtors apply in the preparation of their quarterly and annual consolidated financial information in accordance with U.S. GAAP. Accordingly, upon the application of such procedures, the Debtors believe that the financial information may be subject to change, and these changes could be material.

In future periods, any changes to prior period balances will be reflected in the current month’s MOR.

The results of operations contained herein are not necessarily indicative of results that may be expected from any other period or for the full year and may not necessarily reflect the consolidated results of operations and financial position of the Debtors in the future.

2. Reporting Period. Unless otherwise noted herein, the MOR generally reflects the Debtors’ books and records and financial activity occurring during the applicable reporting period. Except as otherwise noted, no adjustments have been made for activity occurring after the close of the reporting period.

In re: Sears Holdings Corporation, et al.	Case No. 18-23538 (RDD)
Debtors	Reporting Period: February 3, 2019 – March 2, 2019
	Federal Tax I.D. # 20-1920798

3. Consolidated Entity Accounts Payable and Disbursements Systems. Cash was received and disbursed by the Debtors as described in the Motion of Debtors for Authority to (I) Continue Using Existing Cash Management System, Bank Accounts, and Business Forms, (II) Implement Ordinary Course Changes to Cash Management System, (III) Continue Intercompany Transactions, and (IV) Provide Administrative Expense Priority for Post-Petition Intercompany Claims and Related Relief (the “Cash Management Motion”) to the extent approved in the order granting the Cash Management Motion on a final basis (the “Final Cash Management Order”) [ECF No. 1394].

On the Closing, in accordance with the terms of the Asset Purchase Agreement (as defined in the Sale Order), all of the Debtors’ bank accounts, other than those accounts listed on the annexed MOR-1c schedule titled “Bank Account Information,” were transferred to the Buyer (as defined in the Sale Order), not including any cash in such transferred bank accounts. The accounts listed at lines 48 – 66 represent additional accounts, including regional cash accounts for store deposits, opened by the Debtors during this reporting period and the next reporting period, which were not transferred to the Buyer by the Debtors.

4. Accuracy. The financial information disclosed herein was not prepared in accordance with federal or state securities laws or other applicable non-bankruptcy law or in lieu of complying with any periodic reporting requirements thereunder. Persons and entities trading in or otherwise purchasing, selling, or transferring the claims against or equity interests in the Debtors should evaluate this financial information in light of the purposes for which it was prepared. The Debtors are not liable for and undertake no responsibility to indicate variations from securities laws or for any evaluations of the Debtors based on this financial information or any other information.

5. Debtor-in-Possession Financing. On November 30, 2018, the Debtors received authorization from the Bankruptcy Court to access their $1,830,378,380 Debtor-in-Possession ABL Facility on a final basis pursuant to the Final Order (I) Authorizing the Debtors to (A) Obtain Post-Petition Financing, (B) Grant Senior Secured Priming Liens and Superpriority Administrative Expense Claims, and (C) Utilize Cash Collateral; (II) Granting Adequate Protection to the Pre-Petition Secured Parties; (III) Modifying the Automatic Stay; and (IV) Granting Related Relief [ECF No. 955] (the “Final DIP ABL Order”), and on December 28, 2018 the Debtors received authorization to access on a final basis their $350 million Junior Debtor-in-Possession Facility pursuant to the Final Junior DIP Order (I) Authorizing the Debtors to (A) Obtain Post-Petition Financing and (B) Grant Secured Priming Liens and Superpriority Administrative Expense Claim; (II) Modifying the Automatic Stay; and (IV) Granting Related Relief [ECF No. 1436] (the “Final Junior DIP Order,” and together with the Final ABL DIP Order, the “DIP Orders”) and the documents governing the Debtor-in-Possession financing thereunder (the “DIP Loan Documents”). Please see the DIP Orders for additional detail.

Pursuant to the Sale Order, on the Closing, prepetition secured debt under the Final DIP ABL Order was repaid, and secured obligations under the Final Junior DIP Order were rolled into new financing of the Buyer and otherwise discharged as against the Debtors.

In re: Sears Holdings Corporation, et al.	Case No. 18-23538 (RDD)
Debtors	Reporting Period: February 3, 2019 – March 2, 2019
	Federal Tax I.D. # 20-1920798

6. Payment of Pre-Petition Claims Pursuant to Court Orders. Within the first two days of the Debtors’ chapter 11 cases, the Bankruptcy Court entered orders (the “First Day Orders”) authorizing, but not directing, the Debtors to pay, on an interim basis, certain pre-petition (a) claims of critical vendors, shippers, warehousemen, other lien claimants, and foreign creditors; (b) taxes; (c) employee wages, salaries and other compensation and benefits; and (d) obligations related to the use of the Debtors’ cash management system, among other things. On November 16, 2018, the Bankruptcy Court approved the relief requested in connection with the First Day Orders on a final basis, except for the Final Cash Management Order, which was entered on December 21, 2018. To the extent any payments were made on account of such claims or obligations following the commencement of these chapter 11 cases pursuant to the authority granted to the Debtors by the Bankruptcy Court under the First Day Orders, such payments have been included in the MOR unless otherwise noted.

As stated above, pursuant to the Sale Order, on the Closing, prepetition secured debt under the Final DIP ABL Order was repaid, and secured obligations under the Final Junior DIP Order were rolled into new financing of the Buyer and otherwise discharged as against the Debtors.

7. Reservation of Rights. The Debtors reserve all rights to amend or supplement the MOR in all respects, as may be necessary or appropriate. Nothing contained in this MOR shall constitute a waiver of any of the Debtors’ rights or an admission with respect to their chapter 11 cases.

8. Specific MOR Disclosures.

a. Notes to MOR-la: The net cash receipts represent cash received by each Debtor assigned bank account.

b. Notes to MOR-1b: Certain Debtors make disbursements on behalf of other Debtors. The net cash disbursements represent cash disbursed by the applicable Debtor excluding disbursements made on behalf of other Debtors, which are reflected on the accounts of the Debtors on whose behalf they are made. The total disbursements (for quarterly fee purposes) represent the disbursements made on behalf of each affiliated Debtor.

c. Notes to MOR-1c: All amounts listed are the bank balances as of the dates in the footnotes on MOR-1c. The Debtors have, on a timely basis, performed bank account reconciliations in the ordinary course of business. Due to the level of detailed records, copies of the bank account statements and reconciliations are available for inspection only upon request.

d. Notes to MOR-1d: This MOR lists the professional fees paid during this reporting period to Restructuring Professionals retained by the Debtors in these chapter 11 cases.

In re: Sears Holdings Corporation, et al.	Case No. 18-23538 (RDD)
Debtors	Reporting Period: February 3, 2019 – March 2, 2019
	Federal Tax I.D. # 20-1920798

e. Notes to MOR-2 & MOR-3: The amounts currently classified as liabilities subject to compromise may be subject to future adjustments depending on Bankruptcy Court actions, payments pursuant to Bankruptcy Court orders, further developments with respect to, among other things, the reconciliation and adjudication of claims, determinations of the secured status of certain claims, the value of any collateral securing such claims, rejection of executory contracts, or other events.

f. Notes to MOR-4a: For status of post-petition tax payments, see disclosures as noted on MOR-4a. Due to the size and detail of such records, (i) copies of IRS Form 6123 or payment receipts; (ii) copies of tax returns filed during the reporting period; and (iii) a taxes aging schedule will be made available upon reasonable request in writing to bankruptcy counsel for the Debtors.

g. Notes to MOR-4b: As of the date of this report, there is an ongoing dispute between the Debtors and the Buyer regarding certain post-petition payables.

h. Notes to MOR-6: During the December 2018 reporting period, the 2016 Term Loan was rolled up into the Debtor-in-Possession ABL Facility.

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
Debtors	Reporting Period:	2/3/19 - 3/2/19
	Federal Tax I.D. No.	20-1920798

CORPORATE MONTHLY OPERATING REPORT

REQUIRED DOCUMENTS	Form No.	Document Attached		Explanation Attached
Schedule of Cash Receipts	MOR-1a		X
Schedule of Cash Disbursements	MOR-1b & 1b.1		X
Bank Reconciliation (or copies of debtor’s bank reconciliations)	MOR-1c.1 & 1c.2 & 1c.3		X
Copies of bank statements				Available Upon Request
Cash disbursements journals				Available Upon Request
Schedule of Retained Restructuring Professionals Fees	MOR-1d		X
Statement of Operations	MOR-2		X
Balance Sheet	MOR-3		X
Status of Post-petition Taxes	MOR-4a		X
Copies of IRS Form 6123 or payment receipt				Available Upon Request
Copies of tax returns filed during reporting period				Available Upon Request
Summary of Unpaid Post-petition Debts	MOR-4b		X
Listing of Aged Accounts Payable				Available Upon Request
Accounts Receivable Reconciliation and Aging	MOR-4c		X
Payments to Insiders	MOR-5		X
Post Petition Status of Secured Notes	MOR-6		X
Debtor Questionnaire	MOR-7		X

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.    

/s/ Mohsin Y. Meghji	4/15/19
Signature of Authorized Individual	Date
Mohsin Y. Meghji	Chief Restructuring Officer
Printed Name of Authorized Individual	Title of Authorized Individual

MOR

PAGE 1 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
(Jointly Administered)	Reporting Period:	2/3/19- 3/2/19
	Federal Tax I.D. No.	20-1920798

NOTES TO MONTHLY OPERATING REPORT    

The Monthly Operating Report (“MOR”) includes activity for the following Debtors:    

#	DEBTOR ENTITY NAME	FILING DATE		BANKRUPTCY CASE NUMBER		COMPLETE EIN OR OTHER TAXPAYER I.D.
1.	SEARS, ROEBUCK AND CO.		10/15/18		18-23537		36-1750680
2.	SEARS HOLDINGS CORPORATION		10/15/18		18-23538		20-1920798
3.	KMART HOLDING CORPORATION		10/15/18		18-23539		32-0073116
4.	KMART OPERATIONS LLC		10/15/18		18-23540		32-0456546
5.	SEARS OPERATIONS LLC		10/15/18		18-23541		35-2524331
6.	SERVICELIVE, INC.		10/15/18		18-23542		36-4616774
7.	A&E FACTORY SERVICE, LLC		10/15/18		18-23543		36-4486695
8.	A&E HOME DELIVERY, LLC		10/15/18		18-23544		37-1500205
9.	A&E LAWN & GARDEN, LLC		10/15/18		18-23545		13-4275028
10.	A&E SIGNATURE SERVICE, LLC		10/15/18		18-23546		37-1500204
11.	FBA HOLDINGS INC.		10/15/18		18-23547		36-4186537
12.	INNOVEL SOLUTIONS, INC.		10/15/18		18-23548		36-1857180
13.	KMART CORPORATION		10/15/18		18-23549		38-0729500
14.	MAXSERV, INC.		10/15/18		18-23550		74-2707626
15.	PRIVATE BRANDS, LTD.		10/15/18		18-23551		55-0544022
16.	SEARS DEVELOPMENT CO.		10/15/18		18-23552		36-2476028
17.	SEARS HOLDINGS MANAGEMENT CORPORATION		10/15/18		18-23553		20-3592148
18.	SEARS HOME & BUSINESS FRANCHISES, INC.		10/15/18		18-23554		98-0126742
19.	SEARS HOME IMPROVEMENT PRODUCTS, INC.		10/15/18		18-23555		25-1698591
20.	SEARS INSURANCE SERVICES, L.L.C.		10/15/18		18-23556		36-4287182
21.	SEARS PROCUREMENT SERVICES, INC.		10/15/18		18-23557		30-0092859
22.	SEARS PROTECTION COMPANY		10/15/18		18-23558		36-4471250
23.	SEARS PROTECTION COMPANY (PR) INC.		10/15/18		18-23559		66-0704861
24.	SEARS ROEBUCK ACCEPTANCE CORP.		10/15/18		18-23560		51-0080535
25.	SEARS, ROEBUCK DE PUERTO RICO, INC.		10/15/18		18-23561		66-0233626
26.	SYW RELAY LLC		10/15/18		18-23562		35-2561870
27.	WALLY LABS LLC		10/15/18		18-23563		None
28.	BIG BEAVER OF FLORIDA DEVELOPMENT, LLC		10/15/18		18-23564		None
29.	CALIFORNIA BUILDER APPLIANCES, INC.		10/15/18		18-23565		68-0406327
30.	FLORIDA BUILDER APPLIANCES, INC.		10/15/18		18-23566		36-3619133
31.	KBL HOLDING INC.		10/15/18		18-23567		26-0031295
32.	KLC, INC.		10/15/18		18-23568		75-2490839
33.	SEARS PROTECTION COMPANY (FLORIDA), LLC		10/15/18		18-23569		20-0224239
34.	KMART OF WASHINGTON LLC		10/15/18		18-23570		61-1448898
35.	KMART STORES OF ILLINOIS LLC		10/15/18		18-23571		61-1448897
36.	KMART STORES OF TEXAS LLC		10/15/18		18-23572		61-1448915
37.	MYGOFER LLC		10/15/18		18-23573		26-4005531
38.	SEARS BRANDS BUSINESS UNIT CORPORATION		10/15/18		18-23574		42-1564658
39.	SEARS HOLDINGS PUBLISHING COMPANY, LLC		10/15/18		18-23575		26-0075554
40.	KMART OF MICHIGAN, INC.		10/15/18		18-23576		38-3551696
41.	SHC DESERT SPRINGS, LLC		10/15/18		18-23577		None
42.	SOE, INC.		10/15/18		18-23578		83-0399616
43.	STARWEST, LLC		10/15/18		18-23579		37-1495379
44.	STI MERCHANDISING, INC.		10/15/18		18-23580		38-2760188
45.	TROY COOLIDGE NO. 13, LLC		10/15/18		18-23581		None
46.	BLUELIGHT.COM, INC.		10/15/18		18-23582		77-0527034
47.	SEARS BRANDS, L.L.C.		10/15/18		18-23583		42-1564664
48.	SEARS BUYING SERVICES, INC.		10/15/18		18-23584		36-3256533
49.	KMART.COM LLC		10/15/18		18-23585		77-0529022
50.	SEARS BRANDS MANAGEMENT CORPORATION		10/15/18		18-23586		36-2555365
51.	SHC LICENSED BUSINESS LLC		10/18/18		18-23616		37-1783718
52.	SHC PROMOTIONS LLC		10/22/18		18-23630		26-4209626
53.	SRE HOLDING CORPORATION		1/7/19		19-22031		46-4344816

Notes to MOR

PAGE 2 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
(Jointly Administered)	Reporting Period:	2/3/19 - 3/2/19
MOR-1a	Federal Tax I.D. No.	20-1920798
(in US Dollars)
(Unaudited)

SCHEDULE OF RECEIPTS

#	DEBTOR ENTITY NAME	BANKRUPTCY CASE NUMBER		NET CASH RECEIPTS (a)
1.	SEARS, ROEBUCK AND CO.		18-23537	$	1,023,178,035
2.	SEARS HOLDINGS CORPORATION		18-23538		867
3.	KMART HOLDING CORPORATION		18-23539		—
4.	KMART OPERATIONS LLC		18-23540		—
5.	SEARS OPERATIONS LLC		18-23541		—
6.	SERVICELIVE, INC.		18-23542		5,000
7.	A&E FACTORY SERVICE, LLC		18-23543		—
8.	A&E HOME DELIVERY, LLC		18-23544		—
9.	A&E LAWN & GARDEN, LLC		18-23545		—
10.	A&E SIGNATURE SERVICE, LLC		18-23546		—
11.	FBA HOLDINGS INC.		18-23547		—
12.	INNOVEL SOLUTIONS, INC.		18-23548		1,045,599
13.	KMART CORPORATION		18-23549		99,257,058
14.	MAXSERV, INC.		18-23550		—
15.	PRIVATE BRANDS, LTD.		18-23551		—
16.	SEARS DEVELOPMENT CO.		18-23552		—
17.	SEARS HOLDINGS MANAGEMENT CORPORATION		18-23553		9,023,663
18.	SEARS HOME & BUSINESS FRANCHISES, INC.		18-23554		142,320
19.	SEARS HOME IMPROVEMENT PRODUCTS, INC		18-23555		2,552,788
20.	SEARS INSURANCE SERVICES, L.L.C.		18-23556		—
21.	SEARS PROCUREMENT SERVICES, INC.		18-23557		—
22.	SEARS PROTECTION COMPANY		18-23558		—
23.	SEARS PROTECTION COMPANY (PR) INC.		18-23559		—
24.	SEARS ROEBUCK ACCEPTANCE CORP.		18-23560		—
25.	SEARS, ROEBUCK DE PUERTO RICO, INC.		18-23561		—
26.	SYW RELAY LLC		18-23562		—
27.	WALLY LABS LLC		18-23563		—
28.	BIG BEAVER OF FLORIDA DEVELOPMENT, LLC		18-23564		—
29.	CALIFORNIA BUILDER APPLIANCES, INC.		18-23565		1,578,744
30.	FLORIDA BUILDER APPLIANCES, INC.		18-23566		854,046
31.	KBL HOLDING INC.		18-23567		—
32.	KLC, INC.		18-23568		—
33.	SEARS PROTECTION COMPANY (FLORIDA), LLC		18-23569		—
34.	KMART OF WASHINGTON LLC		18-23570		—
35.	KMART STORES OF ILLINOIS LLC		18-23571		—
36.	KMART STORES OF TEXAS LLC		18-23572		—
37.	MYGOFER LLC		18-23573		—
38.	SEARS BRANDS BUSINESS UNIT CORP		18-23574		—
39.	SEARS HOLDINGS PUBLISHING COMPANY, LLC		18-23575		—
40.	KMART OF MICHIGAN, INC.		18-23576		—
41.	SHC DESERT SPRINGS, LLC		18-23577		—
42.	SOE, INC.		18-23578		—
43.	STARWEST, LLC		18-23579		369,214
44.	STI MERCHANDISING, INC.		18-23580		—
45.	TROY COOLIDGE NO. 13, LLC		18-23581		—
46.	BLUELIGHT.COM, INC.		18-23582		—
47.	SEARS BRANDS, L.L.C.		18-23583		—
48.	SEARS BUYING SERVICES, INC.		18-23584		—
49.	KMART.COM LLC		18-23585		—
50.	SEARS BRANDS MANAGEMENT CORPORATION		18-23586		69,266
51.	SHC LICENSED BUSINESS LLC		18-23616		—
52.	SHC PROMOTIONS LLC		18-23630		—
53.	SRE HOLDING CORPORATION		19-22031		—
	TOTAL			$	1,138,076,601

Footnote(s):

(a) The net cash receipts represent cash received by each Debtor’s assigned bank account.

MOR-1a

PAGE 3 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
(Jointly Administered)	Reporting Period:	2/3/19 - 3/2/19
MOR-1b	Federal Tax I.D. No.	20-1920798
(in US Dollars)
(Unaudited)

SCHEDULE OF DISBURSEMENTS

#	DEBTOR ENTITY NAME	BANKRUPTCY CASE NUMBER		NET CASH DISBURSEMENTS (a)		PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. escrow accounts)		TOTAL DISBURSEMENTS (FOR QUARTERLY FEE PURPOSES)		F/N
1.	SEARS, ROEBUCK AND CO.		18-23537	$	867,918,605	$	—	$	867,918,605	(b)
2.	SEARS HOLDINGS CORPORATION		18-23538		93,762		31,396,328		31,490,090	(c)
3.	KMART HOLDING CORPORATION		18-23539		—		—		—
4.	KMART OPERATIONS LLC		18-23540		2,377,687		—		2,377,687
5.	SEARS OPERATIONS LLC		18-23541		3,689,474		—		3,689,474
6.	SERVICELIVE, INC.		18-23542		144,020		—		144,020
7.	A&E FACTORY SERVICE, LLC		18-23543		359,446		—		359,446
8.	A&E HOME DELIVERY, LLC		18-23544		62,538		—		62,538
9.	A&E LAWN & GARDEN, LLC		18-23545		—		—		—
10.	A&E SIGNATURE SERVICE, LLC		18-23546		—		—		—
11.	FBA HOLDINGS INC.		18-23547		—		—		—
12.	INNOVEL SOLUTIONS, INC.		18-23548		13,883,112		—		13,883,112
13.	KMART CORPORATION		18-23549		58,928,029		—		58,928,029
14.	MAXSERV, INC.		18-23550		722,631		—		722,631
15.	PRIVATE BRANDS, LTD.		18-23551		—		—		—
16.	SEARS DEVELOPMENT CO.		18-23552		—		—		—
17.	SEARS HOLDINGS MANAGEMENT CORPORATION		18-23553		9,142,035		—		9,142,035
18.	SEARS HOME & BUSINESS FRANCHISES, INC.		18-23554		186,909		—		186,909
19.	SEARS HOME IMPROVEMENT PRODUCTS, INC		18-23555		5,883,341		—		5,883,341
20.	SEARS INSURANCE SERVICES, L.L.C.		18-23556		5,974		—		5,974
21.	SEARS PROCUREMENT SERVICES, INC.		18-23557		—		—		—
22.	SEARS PROTECTION COMPANY		18-23558		55,253		—		55,253
23.	SEARS PROTECTION COMPANY (PR) INC.		18-23559		—		—		—
24.	SEARS ROEBUCK ACCEPTANCE CORP.		18-23560		6,815,430		—		6,815,430
25.	SEARS, ROEBUCK DE PUERTO RICO, INC.		18-23561		608,935		—		608,935
26.	SYW RELAY LLC		18-23562		—		—		—
27.	WALLY LABS LLC		18-23563		—		—		—
28.	BIG BEAVER OF FLORIDA DEVELOPMENT, LLC		18-23564		—		—		—
29.	CALIFORNIA BUILDER APPLIANCES, INC.		18-23565		195,883		—		195,883
30.	FLORIDA BUILDER APPLIANCES, INC.		18-23566		223,125		—		223,125
31.	KBL HOLDING INC.		18-23567		—		—		—
32.	KLC, INC.		18-23568		—		—		—
33.	SEARS PROTECTION COMPANY (FLORIDA), LLC		18-23569		—		—		—
34.	KMART OF WASHINGTON LLC		18-23570		56,801		—		56,801
35.	KMART STORES OF ILLINOIS LLC		18-23571		1,671,829		—		1,671,829
36.	KMART STORES OF TEXAS LLC		18-23572		74,996		—		74,996
37.	MYGOFER LLC		18-23573		—		—		—
38.	SEARS BRANDS BUSINESS UNIT CORP		18-23574		209,032		—		209,032
39.	SEARS HOLDINGS PUBLISHING COMPANY, LLC		18-23575		—		—		—
40.	KMART OF MICHIGAN, INC.		18-23576		979,880		—		979,880
41.	SHC DESERT SPRINGS, LLC		18-23577		—		—		—
42.	SOE, INC.		18-23578		—		—		—
43.	STARWEST, LLC		18-23579		169,601		—		169,601
44.	STI MERCHANDISING, INC.		18-23580		—		—		—
45.	TROY COOLIDGE NO. 13, LLC		18-23581		—		—		—
46.	BLUELIGHT.COM, INC.		18-23582		—		—		—
47.	SEARS BRANDS, L.L.C.		18-23583		—		—		—
48.	SEARS BUYING SERVICES, INC.		18-23584		—		—		—
49.	KMART.COM LLC		18-23585		—		—		—
50.	SEARS BRANDS MANAGEMENT CORPORATION		18-23586		60,919		—		60,919
51.	SHC LICENSED BUSINESS LLC		18-23616		—		—		—
52.	SHC PROMOTIONS LLC		18-23630		18,209		—		18,209
53.	SRE HOLDING CORPORATION		19-22031		—		—		—
	TOTAL			$	974,537,455	$	31,396,328	$	1,005,933,783

Footnote(s):

(a) The net cash disbursements represent cash disbursed by the Debtor entity excluding disbursements made on behalf of other Debtor entities, which are reflected on the accounts of the Debtors on whose behalf they are made.    

(b) Sears, Roebuck and Co. (18-23537) disbursements of $867,918,605 million represents paydown of the DIP ABL $513,118,726 million, Revolver $219,048,719 million and other disbursements $135,751,160 million.    

(c) Sears Holdings Corporation (18-23538) disbursements made by outside sources represents professional fee payments.

MOR-1b

PAGE 4 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
(Jointly Administered)	Reporting Period:	2/3/19 - 3/2/19
MOR-1b.1	Federal Tax I.D. No.	20-1920798
(in US Dollars)
(Unaudited)

QTD SUMMARY OF DISBURSEMENTS BY DEBTOR

				Q1’19
		BANKRUPTCY		TOTAL DISBURSEMENTS (FOR QUARTERLY FEE PURPOSES)		TOTAL DISBURSEMENTS (FOR QUARTERLY FEE PURPOSES)		QTD TOTAL DISBURSEMENTS (FOR QUARTERLY FEE PURPOSES)
#	DEBTOR ENTITY NAME	CASE NUMBER		JAN. 6 -FEB. 2, 2019		FEB. 3 - MAR. 2, 2019		JAN. 6 -MAR. 2, 2019
1.	SEARS, ROEBUCK AND CO.		18-23537	$	404,821,279	$	867,918,605	$	1,272,739,884
2.	SEARS HOLDINGS CORPORATION		18-23538		9,380,483		31,490,090		40,870,573
3.	KMART HOLDING CORPORATION		18-23539		—		—		—
4.	KMART OPERATIONS LLC		18-23540		7,807,292		2,377,687		10,184,979
5.	SEARS OPERATIONS LLC		18-23541		1,140,480		3,689,474		4,829,954
6.	SERVICELIVE, INC.		18-23542		321,201		144,020		465,221
7.	A&E FACTORY SERVICE, LLC		18-23543		1,428,772		359,446		1,788,218
8.	A&E HOME DELIVERY, LLC		18-23544		193,219		62,538		255,757
9.	A&E LAWN & GARDEN, LLC		18-23545		—		—		—
10.	A&E SIGNATURE SERVICE, LLC		18-23546		—		—		—
11.	FBA HOLDINGS INC.		18-23547		—		—		—
12.	INNOVEL SOLUTIONS, INC.		18-23548		36,174,616		13,883,112		50,057,728
13.	KMART CORPORATION		18-23549		268,547,808		58,928,029		327,475,837
14.	MAXSERV, INC.		18-23550		3,043,570		722,631		3,766,201
15.	PRIVATE BRANDS, LTD.		18-23551		—		—		—
16.	SEARS DEVELOPMENT CO.		18-23552		—		—		—
17.	SEARS HOLDINGS MANAGEMENT CORPORATION		18-23553		12,552,648		9,142,035		21,694,683
18.	SEARS HOME & BUSINESS FRANCHISES, INC.		18-23554		1,475,472		186,909		1,662,381
19.	SEARS HOME IMPROVEMENT PRODUCTS, INC		18-23555		17,701,482		5,883,341		23,584,822
20.	SEARS INSURANCE SERVICES, L.L.C.		18-23556		225,494		5,974		231,468
21.	SEARS PROCUREMENT SERVICES, INC.		18-23557		—		—		—
22.	SEARS PROTECTION COMPANY		18-23558		229,269		55,253		284,522
23.	SEARS PROTECTION COMPANY (PR) INC.		18-23559		—		—		—
24.	SEARS ROEBUCK ACCEPTANCE CORP.		18-23560		12,719,693		6,815,430		19,535,123
25.	SEARS, ROEBUCK DE PUERTO RICO, INC.		18-23561		3,836,024		608,935		4,444,959
26.	SYW RELAY LLC		18-23562		—		—		—
27.	WALLY LABS LLC		18-23563		—		—		—
28.	BIG BEAVER OF FLORIDA DEVELOPMENT, LLC		18-23564		—		—		—
29.	CALIFORNIA BUILDER APPLIANCES, INC.		18-23565		3,931,711		195,883		4,127,594
30.	FLORIDA BUILDER APPLIANCES, INC.		18-23566		5,322,503		223,125		5,545,628
31.	KBL HOLDING INC.		18-23567		—		—		—
32.	KLC, INC.		18-23568		—		—		—
33.	SEARS PROTECTION COMPANY (FLORIDA), LLC		18-23569		—		—		—
34.	KMART OF WASHINGTON LLC		18-23570		193,131		56,801		249,932
35.	KMART STORES OF ILLINOIS LLC		18-23571		1,317,187		1,671,829		2,989,015
36.	KMART STORES OF TEXAS LLC		18-23572		1,369,578		74,996		1,444,574
37.	MYGOFER LLC		18-23573		—		—		—
38.	SEARS BRANDS BUSINESS UNIT CORP		18-23574		699,629		209,032		908,661
39.	SEARS HOLDINGS PUBLISHING COMPANY, LLC		18-23575		—		—		—
40.	KMART OF MICHIGAN, INC.		18-23576		2,835,298		979,880		3,815,178
41.	SHC DESERT SPRINGS, LLC		18-23577		—		—		—
42.	SOE, INC.		18-23578		—		—		—
43.	STARWEST, LLC		18-23579		1,880,068		169,601		2,049,669
44.	STI MERCHANDISING, INC.		18-23580		—		—		—
45.	TROY COOLIDGE NO. 13, LLC		18-23581		—		—		—
46.	BLUELIGHT.COM, INC.		18-23582		—		—		—
47.	SEARS BRANDS, L.L.C.		18-23583		—		—		—
48.	SEARS BUYING SERVICES, INC.		18-23584		—		—		—
49.	KMART.COM LLC		18-23585		217,248		—		217,248
50.	SEARS BRANDS MANAGEMENT CORPORATION		18-23586		271,613		60,919		332,532
51.	SHC LICENSED BUSINESS LLC		18-23616		—		—		—
52.	SHC PROMOTIONS LLC		18-23630		62,115		18,209		80,324
53.	SRE HOLDING CORPORATION		19-22031		—		—		—
	Total			$	799,698,882	$	1,005,933,783	$	1,805,632,665

MOR-1b.1

PAGE 5 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
(Jointly Administered)	Reporting Period:	2/3/19 - 3/2/19
MOR-1c.1	Federal Tax I.D. No.	20-1920798
(in US Dollars)
(Unaudited)

BANK ACCOUNT INFORMATION

#	LEGAL ENTITY	CASE NUMBER	BANK	LAST 4 DIGITS ACCOUNT#		BANK BALANCE		F/N
Debtor Bank Accounts Opened Pre-Closing
1.	Kmart Corporation	18-23549	BancorpSouth		3945	$	147,506	(a)(b)
2.	Kmart Corporation	18-23549	Bank of America, N.A.		2637		N/A	(c)(d)
3.	Kmart Corporation	18-23549	Bank of America, N.A.		3428		N/A	(c)
4.	Kmart Corporation	18-23549	Bank of America, N.A.		3884		N/A	(c)
5.	Kmart Corporation	18-23549	Bank of America, N.A.		4067		N/A	(c)
6.	Kmart Corporation	18-23549	Bank of America, N.A.		4339		N/A	(c)
7.	Kmart Corporation	18-23549	Bank of America, N.A.		5450		10,000,000	(f)
8.	Kmart Corporation	18-23549	Bank of America, N.A.		6688		N/A	(c)
9.	Kmart Corporation	18-23549	Bank of America, N.A.		8793		N/A	(c)
10.	Kmart Corporation	18-23549	Bank of America, N.A.		8832		N/A	(c)
11.	Kmart Corporation	18-23549	Bank of America, N.A.		8978		3,393,613	(f)
12.	Kmart Corporation	18-23549	Bank Of Oklahoma		5769		8,754	(e)(b)
13.	Kmart Corporation	18-23549	Capital One Bank		9632		146,448	(g)
14.	Kmart Corporation	18-23549	Cherokee State Bank		0494		—	(f)(h)
15.	Kmart Corporation	18-23549	First National Bank		0001		11,045	(f)
16.	Kmart Corporation	18-23549	First National Bank of Grayson		4081		—	(i)
17.	Kmart Corporation	18-23549	First Tennessee		0555		29,613	(g)
18.	Kmart Corporation	18-23549	Hilltop National Bank		4003		—	(f)(h)
19.	Kmart Corporation	18-23549	Union Bank		1583		405,447	(e)
20.	Kmart Corporation	18-23549	United Missouri Bank		0553		103,661	(e)
21.	Kmart Corporation	18-23549	United Missouri Bank		3100		—	(e)(j)
22.	Kmart Corporation	18-23549	United Missouri Bank		4642		—	(e)(j)
23.	Kmart Corporation	18-23549	Fidelity Bank		2180		3,819	(f)(k)
24.	Kmart Corporation	18-23549	First Interstate Bank of Riverton		1274		2,434	(l)(k)
25.	Kmart Corporation	18-23549	M&T Bank		2880		9,290	(e)
26.	Kmart Corporation	18-23549	NorState Federal Credit Union		6752		15,026	(f)(k)
27.	Kmart Corporation	18-23549	Old National Bank		5501		3,794	(f)(k)
28.	Kmart Corporation	18-23549	PNC Bank		5929		20,000	(n)
29.	Kmart Corporation	18-23549	Wells Fargo		5915		96,350	(f)
30.	Kmart Corporation	18-23549	Zions National Bank		6778		6,295	(f)(k)
31.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		0422		N/A	(c)
32.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		1496		N/A	(c)
33.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		1561		N/A	(c)
34.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		1579		N/A	(c)
35.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		2154		N/A	(c)
36.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		2439		N/A	(c)
37.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		2648		N/A	(c)
38.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		5505		N/A	(c)
39.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		6350		N/A	(c)
40.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		6388		N/A	(c)
41.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		6570		108,571,885	(f)
42.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		8279		490,835	(f)
43.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		8492		N/A	(c)
44.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		8501		N/A	(c)
45.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		8965		88,046,942	(f)
46.	Sears, Roebuck and Co.	18-23537	Bank of America, N.A.		9540		—	(f)
47.	Sears, Roebuck and Co.	18-23537	PNC Bank		2095		49,526	(n)
48.	Sears, Roebuck and Co.	18-23537	Regions Bank		3439		48,339	(q)
49.	Sears, Roebuck and Co.	18-23537	Union Bank		4871		404,759	(e)
50.	Sears, Roebuck and Co.	18-23537	Wells Fargo		5907		110,378	(f)
Debtor Bank Accounts Opened Post-Closing

MOR-1c.1

PAGE 6 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
(Jointly Administered)	Reporting Period:	2/3/19 - 3/2/19
MOR-1c.1	Federal Tax I.D. No.	20-1920798
(in US Dollars)
(Unaudited)

#	LEGAL ENTITY	CASE NUMBER		BANK	LAST 4 DIGITS ACCOUNT#		BANK BALANCE		F/N
Debtor Bank Accounts Opened Pre-Closing
51.	Kmart Corporation		18-23549	Bank of America, N.A.		7257		—		(m	)
52.	Kmart Corporation		18-23549	Bank of America, N.A.		7260		5,390,700		(m	)
53.	Kmart Corporation		18-23549	Bank of America, N.A.		7338		—		(m	)
54.	Kmart Corporation		18-23549	Bank of America, N.A.		7341		—		(m	)
55.	Kmart Corporation		18-23549	Bank of America, N.A.		8751		—		(m	)
56.	Kmart Corporation		18-23549	Bank of America, N.A.		8968		—		(m	)
57.	Kmart Corporation		18-23549	Bank of America, N.A.		8971		5,043,890		(m	)
58.	Kmart Corporation		18-23549	Bank of America, N.A.		8984		—		(m	)
59.	Sears Holdings Management Corporation		18-23553	Bank of America, N.A.		7354		—		(m	)
60.	Sears Holdings Management Corporation		18-23553	Bank of America, N.A.		7367		—		(m	)
61.	Sears Roebuck Acceptance Corp.		18-23560	Bank of America, N.A.		8036		—		(m	)
62.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		7231		—		(o	)
63.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		7244		11,128,802		(m	)
64.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		7312		—		(m	)
65.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		7325		—		(m	)
66.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		8764		—		(p	)
67.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		9019		—		(m	)
68.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		8997		21,551,582		(m	)
69.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		9006		—		(m	)

MOR-1c.1

PAGE 7 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
(Jointly Administered)	Reporting Period:	2/3/19 - 3/2/19
MOR-1c.2	Federal Tax I.D. No.	20-1920798
(in US Dollars)
(Unaudited)

BANK ACCOUNT INFORMATION (CON’T)

Footnote(s):

(a) The bank statement(s) are for the period from 2/1/19 through 3/1/19.

(b) The bank account(s) were closed on 3/20/19.

(c) The bank account(s) are a store account that ZBA to the store depository account. This account does not generate a bank statement.

(d) The bank account(s) were closed on 3/22/19.

(e) The bank statement(s) are for the period from 2/2/19 through 3/1/19.

(f) The bank statement(s) are for the period from 2/1/19 through 2/28/19.

(g) The bank statement(s) are for the period from 2/2/19 through 2/28/19.

(h) The bank account(s) were closed on 2/22/19.

(i) The bank account(s) were closed on 1/31/19.

(j) The bank account(s) were closed on 2/14/19.

(k) The bank account(s) were closed on 3/29/19.

(l) The bank account statement date is 3/28/19.

(m) The bank account(s) were opened during the current reporting period and the balance is as of 3/1/19.

(n) The bank statement(s) are for the period from 2/7/19 through 2/28/19.

(o) The bank account(s) were opened during the current reporting period and the balance is as of 2/28/19.

(p) The bank account(s) were opened during the current reporting period and the balance is as of 3/26/19.

(q) The bank statement(s) are for the period from 2/6/19 through 2/28/19.

MOR-1c.2

PAGE 8 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
(Jointly Administered)	Reporting Period:	2/3/19 - 3/2/19
MOR-1c.3	Federal Tax I.D. No.	20-1920798
(in US Dollars)
(Unaudited)

BANK ACCOUNT INFORMATION

#	LEGAL ENTITY	CASE NUMBER		BANK	LAST 4 DIGITS ACCOUNT #
Bank Accounts Transferred to Buyer at Closing
1.	California Builder Appliances, Inc.		18-23565	Bank of America, N.A.		6850
2.	Florida Builder Appliances, Inc.		18-23566	Bank of America, N.A.		7770
3.	Innovel Solutions, Inc.		18-23548	Bank of America, N.A.		3618
4.	Kmart Corporation		18-23549	Banco Popular		0247
5.	Kmart Corporation		18-23549	Banco Popular		6180
6.	Kmart Corporation		18-23549	Bank of America, N.A.		0136
7.	Kmart Corporation		18-23549	Bank of America, N.A.		0508
8.	Kmart Corporation		18-23549	Bank of America, N.A.		0986
9.	Kmart Corporation		18-23549	Bank of America, N.A.		0994
10.	Kmart Corporation		18-23549	Bank of America, N.A.		1000
11.	Kmart Corporation		18-23549	Bank of America, N.A.		2102
12.	Kmart Corporation		18-23549	Bank of America, N.A.		3295
13.	Kmart Corporation		18-23549	Bank of America, N.A.		3531
14.	Kmart Corporation		18-23549	Bank of America, N.A.		3816
15.	Kmart Corporation		18-23549	Bank of America, N.A.		3896
16.	Kmart Corporation		18-23549	Bank of America, N.A.		3929
17.	Kmart Corporation		18-23549	Bank of America, N.A.		4404
18.	Kmart Corporation		18-23549	Bank of America, N.A.		6005
19.	Kmart Corporation		18-23549	Bank of America, N.A.		6911
20.	Kmart Corporation		18-23549	Bank of America, N.A.		7539
21.	Kmart Corporation		18-23549	Bank of America, N.A.		7542
22.	Kmart Corporation		18-23549	Bank of America, N.A.		7555
23.	Kmart Corporation		18-23549	Bank of America, N.A.		7743
24.	Kmart Corporation		18-23549	Bank of America, N.A.		7756
25.	Kmart Corporation		18-23549	Bank of America, N.A.		7769
26.	Kmart Corporation		18-23549	Bank of America, N.A.		7772
27.	Kmart Corporation		18-23549	Bank of America, N.A.		7785
28.	Kmart Corporation		18-23549	Bank of America, N.A.		7798
29.	Kmart Corporation		18-23549	Bank of America, N.A.		7808
30.	Kmart Corporation		18-23549	Bank of America, N.A.		7811
31.	Kmart Corporation		18-23549	Bank of America, N.A.		7824
32.	Kmart Corporation		18-23549	Bank of America, N.A.		7837
33.	Kmart Corporation		18-23549	Bank of America, N.A.		7970
34.	Kmart Corporation		18-23549	BB&T Bank		8654
35.	Kmart Corporation		18-23549	Citizens Bank		7910
36.	Kmart Corporation		18-23549	First and Farmers Bank		0543
37.	Kmart Corporation		18-23549	First Bank and Trust Company		9130
38.	Kmart Corporation		18-23549	First Hawaiian Bank		0940
39.	Kmart Corporation		18-23549	First Interstate Bank of Billings NA		3730
40.	Kmart Corporation		18-23549	First Interstate Bank of Billings NA		2277
41.	Kmart Corporation		18-23549	First Security		7014
42.	Kmart Corporation		18-23549	First Security		9005
43.	Kmart Corporation		18-23549	First State Bank		6705
44.	Kmart Corporation		18-23549	Iowa State Bank		4408
45.	Kmart Corporation		18-23549	NBT Bank		0573
46.	Kmart Corporation		18-23549	PNC Bank		0169
47.	Kmart Corporation		18-23549	PNC Bank		3334
48.	Kmart Corporation		18-23549	PNC Bank		9553
49.	Kmart Corporation		18-23549	Union Bank		0694

MOR-1c.3

PAGE 9 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
(Jointly Administered)	Reporting Period:	2/3/19 - 3/2/19
MOR-1c.3	Federal Tax I.D. No.	20-1920798
(in US Dollars)
(Unaudited)

BANK ACCOUNT INFORMATION

#	LEGAL ENTITY	CASE NUMBER		BANK	LAST 4 DIGITS ACCOUNT #
50.	Kmart Corporation		18-23549	Wells Fargo		0318
51.	Sears Holdings Corporation		18-23538	Bank of America, N.A.		4266
52.	Sears Holdings Corporation		18-23538	Bank of America, N.A.		6719
53.	Sears Holdings Management Corporation		18-23553	Bank of America, N.A.		5426
54.	Sears Holdings Management Corporation		18-23553	Bank of America, N.A.		6338
55.	Sears Holdings Management Corporation		18-23553	Bank of America, N.A.		6722
56.	Sears Holdings Management Corporation		18-23553	KeyBank		1056
57.	Sears Holdings Management Corporation		18-23553	US Bank		8942
58.	Sears Protection Company		18-23558	Bank of America, N.A.		4583
59.	Sears Protection Company (Florida), LLC		18-23569	Bank of America, N.A.		4596
60.	Sears Protection Company (PR), Inc.		18-23561	Banco Popular		1580
61.	Sears Protection Company (PR), Inc.		18-23559	Banco Popular		5678
62.	Sears Protection Company (PR), Inc.		18-23561	Banco Popular		7665
63.	Sears Roebuck Acceptance Corp.		18-23560	Bank of America, N.A.		0955
64.	Sears Roebuck Acceptance Corp.		18-23560	Bank of America, N.A.		6815
65.	Sears Roebuck Acceptance Corp.		18-23560	Bank of America, N.A.		9512
66.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		0149
67.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		0556
68.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		0895
69.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		0903
70.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		0911
71.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		0929
72.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		0945
73.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		0952
74.	Sears, Roebuck and Co.		18-23555	Bank of America, N.A.		0978
75.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		1451
76.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		1595
77.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		3107
78.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		3266
79.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		4120
80.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		4205
81.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		4394
82.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		5261
83.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		5468
84.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		5885
85.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		6654
86.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		6667
87.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		7607
88.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		7776
89.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		7802
90.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		7828
91.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		7831
92.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		7844
93.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		7857
94.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		7969
95.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		7972
96.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		8855
97.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		8868
98.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		8871
99.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		8884

MOR-1c.3

PAGE 10 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
(Jointly Administered)	Reporting Period:	2/3/19 - 3/2/19
MOR-1c.3	Federal Tax I.D. No.	20-1920798
(in US Dollars)
(Unaudited)

BANK ACCOUNT INFORMATION

#	LEGAL ENTITY	CASE NUMBER		BANK	LAST 4 DIGITS ACCOUNT #
100.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		8960
101.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		8973
102.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		8981
103.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		8986
104.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		8994
105.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		9415
106.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		9457
107.	Sears, Roebuck and Co.		18-23537	Bank of America, N.A.		9939
108.	Sears, Roebuck and Co.		18-23537	Bank Of Oklahoma		1048
109.	Sears, Roebuck and Co.		18-23537	Capital One Bank		4557
110.	Sears, Roebuck and Co.		18-23537	Capital One Bank		9999
111.	Sears, Roebuck and Co.		18-23537	Citizens Bank		3397
112.	Sears, Roebuck and Co.		18-23537	First Hawaiian Bank		8911
113.	Sears, Roebuck and Co.		18-23537	First Tennessee		0003
114.	Sears, Roebuck and Co.		18-23537	KeyBank		4236
115.	Sears, Roebuck and Co.		18-23537	PNC Bank		2515
116.	Sears, Roebuck and Co.		18-23537	PNC Bank		3342
117.	Sears, Roebuck and Co.		18-23537	PNC Bank		3424
118.	Sears, Roebuck and Co.		18-23537	Regions Bank		5433
119.	Sears, Roebuck and Co.		18-23537	Union Bank		0686
120.	Sears, Roebuck and Co.		18-23537	Wells Fargo		2397
121.	StarWest, LLC		18-23579	Bank of America, N.A.		9396

MOR-1c.3

PAGE 11 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
(Jointly Administered)	Reporting Period:	2/3/19 - 3/2/19
MOR-1d	Federal Tax I.D. No.	20-1920798
(in US Dollars)
(Unaudited)

SCHEDULE OF RETAINED RESTRUCTURING PROFESSIONAL FEE DISBURSEMENTS & US TRUSTEE FEES

PROFESSIONAL	AMOUNT PAID DURING THE REPORTING PERIOD		CUMULATIVE (a)
Estate Professionals
Weil, Gotshal & Manges LLP	$	8,200,449	$	12,347,390
M-III Advisory Partners LP		—		3,778,954
Wachtell, Lipton, Rosen & Katz		376,287		376,287
Lazard Freres & Co. LLC		14,607,060		16,251,395
Prime Clerk		2,921,471		5,549,925
A&G Realty Partners LLC		100,000		200,000
Jones Lang Lasalle Americas, Inc.		146,010		339,646
McAndrews Held & Malloy LTD		376,439		376,439
Total Estate Professionals		26,727,717		39,220,037
Restructuring Committee Professionals
Paul Weiss Rifkind Wharton & Garrison LLP		3,115,824		6,462,119
Young Conaway Stargatt & Taylor, LLP		63,440		154,386
Alvarez & Marsal North America, LLC		983,323		2,792,533
Total Restructuring Committee Professionals		4,162,587		9,409,037
Creditor Committee Professionals
Akin Gump Strauss Hauer & Feld LLP		882,462		882,462
Total Creditor Committee Professionals		882,462		882,462
Total Retained Professionals		31,772,767		49,511,537
US Trustee Quarterly Fees		—		3,366,731
Total Professional and US Trustee Fees	$	31,772,767	$	52,878,267

Footnotes(s):

(a) Represents payments made since the Commencement Date.

MOR-1d

PAGE 12 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
(Jointly Administered)	Reporting Period:	2/3/19 - 3/2/19
MOR-2	Federal Tax I.D. No.	20-1920798
(Unaudited)

STATEMENT OF OPERATIONS

Condensed & Consolidated Income Statement (a)

	Reporting Period Ended March 2, 2019
	(in millions)
REVENUES
Merchandise sales and services	$	150
Services and other		19
Total revenues		169
COSTS AND EXPENSES
Cost of sales, buying and occupancy - merchandise sales		144
Cost of sales and occupancy - services and other		17
Total cost of sales, buying and occupancy		161
Selling and administrative		23
Depreciation and amortization		3
Gain on sales of assets		(313	)
Total costs and expenses		(126	)
Operating income (loss)		295
Reorganization, net		(34	)
Interest expense		(10	)
Interest and investment income (loss)		4
Other loss		1
Income (loss) before income taxes		256
Income tax (expense) benefit		(1	)
NET INCOME	$	255

Footnote(s):

(a) Numbers may not foot due to rounding

MOR-2

PAGE 13 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
(Jointly Administered)	Reporting Period:	2/3/19 - 3/2/19
MOR-3	Federal Tax I.D. No.	20-1920798
(Unaudited)

BALANCE SHEET

Condensed & Consolidated Balance Sheet (a)

	As of March 2, 2019
	(in millions)
ASSETS
Current assets
Cash and Cash Equivalents	$	24
Restricted Cash		211
Accounts Receivable		40
Merchandise Inventories		13
Prepaid Expenses and Other Current Assets		170
Total Current Assets		458
Property and Equipment (net of accumulated depreciation and amortization)		5
Other Assets		238
Investment in Subsidiaries		26,690
TOTAL ASSETS	$	27,391
LIABILITIES
Current Liabilities
Short-Term Borrowings		232
Current Portion of Long-Term Debt and Capitalized Lease Obligations		394
Merchandise Payables		50
Intercompany Payables		27,346
Other Current Liabilities		479
Total Current Liabilities		28,501
Long-term Debt and Capitalized Lease Obligations		1,037
Pension and Postretirement Benefits		124
Unearned Revenues		56
Other Long-term Liabilities		432
Total Liabilities Not Subject to Compromise		30,150
Liabilities Subject to Compromise		4,264
Commitments and Contingencies		—
DEFICIT
Total Deficit		(7,023	)
TOTAL LIABILITIES AND DEFICIT	$	27,391

Footnote(s):

(a) Numbers may not foot due to rounding

MOR-3

PAGE 14 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
Debtors	Reporting Period:	2/3/19 - 3/2/19
MOR-4a, 4b, 4c	Federal Tax I.D. No.	20-1920798
(in US Dollars)

MOR-4a: STATUS OF POST-PETITION TAXES

Subject: February Monthly Operating Report Attestation Regarding Post-Petition Taxes

The Debtors, Sears Holdings Corporation., et al., hereby submit this attestation regarding post-petition taxes.

All post-petition taxes for the Debtors, which are not subject to dispute or reconciliation, are current. There are no material post-petition tax disputes or reconciliations.

/s/ Mohsin Y. Meghji

Mohsin Y. Meghji

Chief Restructuring Officer

Sears Holdings Corporation, et al.

MOR-4b: SUMMARY OF UNPAID POST-PETITION VENDOR PAYABLES

			NUMBER OF DAYS PAST DUE
DESCRIPTION	CURRENT		1-30 DAYS (a)		31-60 DAYS		61-90 DAYS		91+ DAYS		TOTAL
Combined	$	—	$	49,544,190	$	—	$	—	$	—	$	49,544,190

Footnote(s):

(a) The Debtors and the Buyer are currently disputing which party is responsible for certain post-petition payables.

MOR-4c: ACCOUNTS RECEIVABLE AGING

DESCRIPTION	CURRENT		1-30 DAYS		31-60 DAYS		61-90 DAYS		91+ DAYS		TOTAL
Accounts Receivable, Net	$	40,059,726	$	—	$	—	$	—	$	—	$	40,059,726

MOR-4a, 4b, 4c

PAGE 15 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
Debtors	Reporting Period:	2/3/19 - 3/2/19
MOR-5	Federal Tax I.D. No.	20-1920798
(in US Dollars)

PAYMENTS TO INSIDERS (a)(b)

INSIDER PAYMENT SUMMARY (FOR THIS PERIOD ONLY)
DESCRIPTION	AMOUNT
Regular Earnings, Subject to Withholding & Gross Up; Cell Phone Reimbursement; Commuter Pay	$	967,483

Footnote(s):

(a)   The payments to insiders includes payments by the Debtors to individuals who were directors of the Board of Sears Holdings Corporation and employees who have been included in the Debtors’ Key Employee Incentive Plan.

Persons included as “insiders” have been included for informational purposes only. The Debtors do not concede or take any position with respect to: (i) such person’s influence over the control of the Debtors; (ii) the management responsibilities or functions of such individual; (iii) the decision-making or corporate authority of such individual; or (iv) whether such individual could successfully argue that he or she is not an “insider” under applicable law, including, without limitation, the federal securities laws or with respect to any theories of liability or for any other purpose. Further, the inclusion of a party as an “insider” is not an acknowledgement or concession that such party is an “insider” under applicable bankruptcy law.

(b)   All payments made during this reporting period were made by the Debtors. Transform Holdco LLC refunded the Debtors for the amount of payroll expenses allocated to the Debtors under the Asset Purchase Agreement during this reporting period which totaled $580,039.

MOR-5

PAGE 16 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
Debtors	Reporting Period:	2/3/19 - 3/2/19
MOR-6	Federal Tax I.D. No.	20-1920798
(in US Dollars)

DIP FINANCING (TERM LOAN & ABL) - As of March 2, 2019

DESCRIPTION	BEGINNING BALANCE		ADDITIONAL DRAWS		PAYDOWNS			ENDING BALANCE
Debtor-in-Possession ABL Facility (including the rollup of pre-petition ABL revolving and term loans and L/Cs) Note: shows draws and paydowns of DIP term loans only; the revolving advances are repaid with daily cash sweep, except for revolving advances repaid on the Effective Date (a)	$	513,118,726	$	0	($	513,118,726	)	$	0
DIP Junior Term Loan Facility (b)		350,000,000		—		(350,000,000	)		—
Total	$	863,118,726	$	0	($	863,118,726	)	$	0

Footnote(s)

(a) Pursuant to the Sale Order, on the Closing, prepetition secured debt under the Final DIP ABL Order was repaid.

(b) Secured obligations under the Final Junior DIP Order were rolled into new financing of the Buyer and otherwise discharged as against the Debtors.

MOR-6

PAGE 17 OF 19

In re: SEARS HOLDINGS CORPORATION, et al.	Case No.	18-23538 (RDD)
Debtors	Reporting Period:	2/3/19 - 3/2/19
	Federal Tax I.D. No.	20-1920798

MOR 7: DEBTOR QUESTIONNAIRE

Must be completed each month. If the answer to any of the questions is “Yes”, provide a detailed explanation of each item. Attach additional sheets if necessary.		Yes	No	Comments
1.	Have any assets been sold or transferred outside the normal course of business this reporting period?	X		The Asset Purchase Agreement was approved and closed on February 11, 2019; Real Estate transactions during the month include the sale of one Sears Full Line Store, one Auto Center, two Big Kmart Stores; one outparcel of a Big Kmart Store; sales of store fixtures and Kmart Pharmacy lists for a number of closed stores.
2.	Have any funds been disbursed from any account other than a debtor in possession account this reporting period?	X		In connection with the sale, an escrow account was set-up for Transform Holdco LLC by Sears Holdings Corporation which was held at Citibank. The distributions out of the account were for the benefit of Transform Holdco LLC and are not reflected on MOR-1b Schedule of Disbursements
3.	Is the Debtor delinquent in the timely filing of any post-petition tax returns?		X
4.	Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies?		X
5.	Is the Debtor delinquent in paying any insurance premium payment?		X
6.	Have any payments been made on pre-petition liabilities this reporting period?		X
7.	Are any post petition receivables (accounts, notes or loans) due from related parties?	X		Sears Hometown and Outlet Stores owes Sears, Roebuck & Co. for the monthly intercompany settlement related to service contract sales, inventory and other support functions provided by Sears, Roebuck & Co.
8.	Are any post petition payroll taxes past due?		X
9.	Are any post petition State or Federal income taxes past due?		X
10.	Are any post petition real estate taxes past due?		X
11.	Are any other post petition taxes past due?		X
12.	Have any pre-petition taxes been paid during this reporting period?	X		(a)
13.	Are any amounts owed to post petition creditors delinquent?	X		As of 3/15/19, there are approximately $48.5 million in delinquent invoices payable to post petition creditors. This is due to an ongoing dispute between the Debtors’ Estate and Transform Holdco LLC as to which entity will pay the creditors.
14.	Are any wage payments past due?		X
15.	Have any post petition loans been received by the Debtor from any party?		X
16.	Is the Debtor delinquent in paying any U.S. Trustee fees?		X
17.	Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?		X
18.	Have the owners or shareholders received any compensation outside of the normal course of business?		X

Footnote(s):    

(a) The following pre-petition taxes were paid during this period: (i) gross receipts taxes; (ii) state income taxes for franchise businesses; and (iii) property taxes.

MOR-7

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