ONE NIGHT ONLY! SUNDAY, JANUARY 8, 6-9 PM

& NO INTEREST IF PAID IN FULL IN 12 MONTHS OR 5 INSTANT SAVINGS on fitness equipment purchases over 3 when you use a qualifying Sears card Interest will be charged to your account from the purchase date if the purchase balance is not paid in full within 12 months or if you make a late payment. Offer good thru 1/8/12. See page 2 for details. FAMILY FRIENDS ONE NIGHT ONLY! SUNDAY, JANUARY 8, 6-9 PM 179 70 new ProForm 110 R recumbent bike Reg. 249. sale 1. #00621942 359 240 Weider Pro 8900 gym Reg. 5. sale 3. #00614923 359 240 new ProForm CrossWalk 395 treadmill Reg. 5. sale 3. #00624833 539 360 new NordicTrack E 5.7 elliptical Reg. 8. sale 5. #00623945 ALL FITNESS EQUIPMENT ON SALE @ AMERICA S FITNESS # 1RETAILER 539 260 new NordicTrack GX 5.0 Pro cycle Reg. 7. sale 5. #00621974 719 480 new NordicTrack T 7.0 treadmill Reg. 11. sale 7. #00624977 881 618 new NordicTrack AudioStrider 0 Pro elliptical Reg. 14. sale 979. #00623889 1169 830 NordicTrack C 1500 treadmill Reg. 19. sale 12. #006242 Exercise equipment requires some assembly. *ipod is a registered trademark of Apple, Inc. SM REALDEALSREALSAVINGS

FAMILY& FRIENDS SAVINGS 350 249 new ProForm 395 E elliptical 18-in. stride length. 16 built-in workouts. ipod compatible. Reg. 5. sale 389. #00623953 10 OFF FITNESS EQUIPMENT* Exclusions apply. See below for details. 521 378 new NordicTrack T 5.5 treadmill 2.5 CHP motor. 20x55-in. cushioned treadbelt. 20 built-in workouts. Reg. 8. sale 579. #006249725 809 490 new NordicTrack A.C.T. elliptical 18-22-in. adjustable stride. 22 levels of resistance. Polar compatible. Reg. 12. sale 8. #00623878 free delivery** with purchase of A.C.T. 8 600 NordicTrack C 900 treadmill 3.0 CHP motor. 20x60-in. cushioned treadbelt. 20 built-in workouts. Reg. 14. sale 9. #00624989 bonus Polar heart rate strap 10-in. full color touchscreen display 1619 1080 new NordicTrack C 2150 treadmill with Google Android internet browser Reg. 26. sale 17. #00624917 free delivery & assembly with purchase of C2150 or X9i 17 1200 new NordicTrack Incline Trainer X9i Interactive with Google Android internet browser Reg. 29. sale 19. #00624919 Exercise equipment requires some assembly. *ipod is a registered trademark of Apple, Inc. Offer applies to fi tness equipment and game room purchases over 3 after discounts and coupons when you use a qualifying Sears card. See The Details section in this circular for Important Deferred Interest details. 5 instant savings offer applies to fi tness equipment purchases over 3 after discounts and coupons when you use a qualifying Sears card. *5, 10, 15 and 20 savings off regular, sale and clearance prices apply to merchandise only. May not be used to reduce a layaway or credit balance. Not valid on Special Purchases, everyday great price items, home appliance accessories, closeouts, Price Drop items, Introductory Offers, Fab Finds, Insane Deals, Edwin Watts Golf, Levi s, Lands End merchandise online, New Balance USA athletic shoes, Sears Fan Shop on sears.com, Excelled Leather, Personalized Jewelry, custom jewelry, red tag items, items powered by shoebuy.com, Wittnauer, EMC Outerwear, Sealy Brooks Point, Legato, Serta Audrey, Gazelle, Adrienne; Simmons Alton, Brampton; and icomfort, mattresses, electronics Family and Friends offer cannot be combined with electronics Sears card offers, TVs under 37", video game hardware, Bose, Onkyo, prepaid calling cards, Sony DSLR, Sony camcorders, Sony lenses, Nikon DSLR, Nikon lenses, computers, ereaders, baby gear & nursery furniture, fi tness accessories, Electrolux, Electrolux Icon, Jenn-Air, Dacor, Fisher & Paykel, Weber, J.A. Henckels, fans, air cleaners, humidifi ers,

plus 12 before extra 10 off ALL FITNESS EQUIPMENT ON SALE* NO INTEREST IF PAID IN FULL IN 12 MONTHS OR 5 INSTANT SAVINGS on fitness equipment purchases over 3 when you use a qualifying Sears card Interest will be charged to your account from the purchase date if the purchase balance is not paid in full within 12 months or if you make a late payment. Offer good thru 1/8/12. See facing page for details. 1000 Sole E35 elliptical 20-in. stride length. 10 built-in workouts. #00621030 Family & Friends take 10 off all Sole 14 before extra 10 off 700 Sole F80 treadmill 3.0-HP continuous duty motor. 20x60-in. cushioned treadbelt. 0-15 quick incline. 10 built-in workouts. #00621005 179 70 new Body Power inversion table New seated cushion design. Adjustable ankle support for all sizes. Reg. 249. sale 1. #00614965 heart rate strap included with F80 and E35 206 93 new ProForm XP210 U upright cycle 14 built-in workouts. Reg. 2. sale 229. #00621941 269 180 NordicTrack GX 2.0 upright cycle 20 resistance levels. 18 built-in workouts. Reg. 449. sale 2. #00621962 359 240 NordicTrack GX 4.0 recumbent cycle 20 resistance levels. 24 built-in workouts. Reg. 5. sale 3. #00621973 341 158 new Schwinn 150 upright cycle Polar compatible. Reg. 4. sale 379. #00621982 431 168 new Schwinn 250 recumbent cycle Polar compatible. Reg. 5. sale 479. #00621988 359 340 Bladez Velopro indoor cycle 40-lb. flywheel. Quiet belt drive. EKG Grip Pulse. Reg. 6. sale 3. #00621976 449 350 new Bladez SX Pro indoor cycle 48-lb. flywheel. Polar compatible. Reg. 7. sale 4. #00621978 Excludes Sears Commercial One Accounts and Outlet Stores. Sears Home Improvement Account SM applies on installed merchandise only. Offer good thru 1/8/12. **Free standard delivery, a 69. value. Standard delivery includes delivery within the local delivery area Monday through Friday and delivery not requiring additional services or time. Customer pays a charge for non-standard delivery. Offer good thru 1/8/12. dehumidifi ers, air conditioners, countertop microwaves, water heaters, water softeners, water fi ltration, sewing machines, steam mops, vac bags, belts, fi lters, carpet cleaning chemicals, Sears licensed businesses, Sears licensed partners & web sites, Digital Services, Sears Presents web sites, catalog orders, Gift Cards, money orders and wire transfers. Not valid on commercial orders or with any other coupons or previous purchases. In the event of a return, savings may be deducted from refund. Excludes special order kitchen, bath and decorative hardware fi xtures at The Great Indoors. Family & Friends discounts are loaded automatically in cart when purchasing online (8pm CT 1/7 thru 4am CT 1/9 on sears.com). Online discount applies to items marked sold by Sears only. Online discount applies to appliances only from 5pm CT 1/8 to 4am CT 1/95. Online offers may vary. Event savings in Hackensack, NJ and Paramus, NJ stores are valid 6pm- 9pm 1/7. St. George, UT stores are valid 6pm-9pm 1/7.

& FAMILY FRIENDS SAVINGS UP TO 20 OFF KENMORE APPLIANCES* Exclusions apply. See below for details. over 35 20 30 1529 over over 940 Kenmore 25-cu. ft. Slim in-door ice. Multi-air flow for even cooling. Reg. 2469., 17. #04672032 1039 429 490 Kenmore 27-cu. ft. LED lighting. Space saving in-door ice. Reg. 1529., 1223.52 #04651032 135 Kenmore 16-cu. ft. Glass spill-proof shelves. Reg. 564., 505.88 #04662722 Kenmore 1.6-cu. ft. Kenmore Elite stainless steel over- 1.7-cu. ft stainless the-range microwave steel over-the-range Reg. 289., 260. microwave 221.84 after extra 15 off, 68 #02285033 Reg. 839., 755. 642.59, 197 #02286013 32 28 self-clean convection 24 32 self-clean convection FREE stainless steel upgrade on all Bosch dishwashers Value 50-100. Offer good 6-9pm, 1/8/12 only. 747 352 Kenmore electric range With hidden bake element. Reg. 10., 879. #02292703 509 764 815 190 235 384 Bosch dishwasher Bosch dishwasher Kenmore gas range No pre-rinsing with 6 cycles and 2 options. Reg. 6., 5. #02216323/ SHE3AR75UC So quiet, InfoLight indicates when it s on. Reg. 9., 8. #02216403/ SHX55R55UC With warm and ready drawer Reg. 11., 959. #02272903 *Kenmore appliance savings range 5-20 Excludes Electrolux, Jenn-Air, Dacor, Fisher & Paykel, steam mops, bags, belts, filters, carpet cleaning chemicals, sewing machines, countertop microwaves, water heaters, air conditioners, air cleaners, humidifiers, dehumidifiers, accessories, closeouts and everyday great price items. Extra 5

+ 15 OFF ALL APPLIANCES* Cannot be combined with other Home Appliance financing or free delivery offers. steam steam 32 on each + 5 OFF ALL APPLIANCES WITH SEARS CARD* Exclusions apply. See facing page for details. steam 32 on each 32 50 off 1079 83 each 508 each Kenmore Elite 4.3-cu. ft. Steam washer #02641102 these pedestals with the purchase of the pair. Kenmore Elite 8-cu. ft. Steam dryer #02681102 Gas dryer priced higher. Optional pedestals sold separately. 879 91 each 414 each Kenmore Elite 4.5-cu. ft. washer #02629272 Kenmore Elite 7.3-cu. ft. Steam dryer #02669272 Gas dryer priced higher. 23 24 on each 3 83 188 Kenmore 3.4-cu. ft. washer #02621102 179 40 Hoover WindTunnel bagged self-propelled upright vacuum Reg. 219., 1. #02038846 476 59 146 Kenmore 7.0-cu. ft. dryer With auto moisture sensing. #02661202 Gas dryer priced higher. 215 84 Kenmore Intuition bagged upright vacuum Reg. 2., 239. #02031100 679 each 220 each Whirlpool 4.6-cu. ft washer #02632402/ WTW8200YW Extra 10 off all floorcare* *Exclusions apply. See facing page for details. 249 100 Electrolux Nimble bagless upright vacuum Reg. 349., 277.77 #020312 Whirlpool 7.6-cu. ft dryer #02662402/ WED8200YW Gas dryer priced higher. 359 90 Oreck XL Pilot upright vacuum Reg. 449., 3. #02036693 off with Sears card cannot be combined with other Sears card discounts. Excludes Sears Commercial One accounts and Outlet Stores. Sears Home Improvement Account SM applies on installed merchandise only. Offer good thru 1/8/12. Colors, connectors, ice maker hook-up and installation extra. Total capacity.

RELEASE December 16, 2011 2:47:18 PM TRIM 5.625" & FAMILY FRIENDS SAVINGS 10 OFF 10 OFF AUTOMOTIVE, TOOLS AND LAWN & GARDEN* SEARS AUTO CENTER HAS SOLUTIONS FOR YOUR NEW YEAR S RESOLUTION on all DieHard power inverters on all Michelin tires 70 MATTRESSES* 1709 17 89 Sears Award Card instantly when you buy 4 tires. ** automotive battery group 36R Reg..** #02850636R 3D Wi-Fi 120Hz ready1 FREE Reception is simulated. Not available in all stores. (1) Internet connection required. Adapter sold separately to wirelessly connect to your wireless network. Netflix unlimited streaming membership required. 140-watt power inverter with USB port Reg. 34. sale 19. #02871522 DieHard Gold While Award Card quantities last. 70 Award Card offer valid 1/28/12. Offer available in store only. Not valid on previous purchases and everyday great price items. Limit one Award Card per purchase. In the event of a return of original qualifying merchandise, Award Card will be deducted from any refund amount. Some exclusions apply. Award Card valid on future purchases only. See associate for details. 54.6" measured diagonally. Reg. 23. sale 17. #05771181/UN55D6400 Shown: DieHard LED 690 Samsung 55" class LED 1080p 120Hz 3D Smart HDTV 55" plus RELEASE 2 December 16, 2011 2:47:18 PM TRIM 5.625" 2 pairs of Samsung 3D glasses A 59.98 value (each pair is a 29. value), #05775189/SSG3050GB or #05775193/SSG3100GB, with purchase of Samsung TV #05771181. Offer good thru 1/14/12. While quantities last. www.sears.com/football www.sears.com/football 5 OFF TVs 37" AND LARGER, BLU-RAY PLAYERS, CAMERAS, GPS SYSTEMS AND MORE **With exchange 51" SAVE ON ALL CRAFTSMAN TOOLS OVER PLASMA 600Hz TRIM 9" 89 your choice 30-50 Craftsman C3 19.2-volt impact driver or impact wrench sale. #00931304/5 179 34017 120 Craftsman 260-pc. mechanic s tool set Reg. 2. sale 1. #00936260 9-drawer heavy-duty ball-bearing tool chest 600-lb. capacity. Reg. 539.98, 377.98 #00931293/5 11689 High wheels 43 Craftsman 2-cycle convertible straight shaft gas line trimmer with easy 3-step starting and full-crank engine closeout 129.88 #07179119 While quantities last. after extra 10 off 186 20 240 Samsung 51" class plasma 1080p 600Hz HDTV 219 80 Sharp 2.1 channel 200 watt soundbar home theater system Reg. 2. sale 231.57 #05798311/HT-SL70 50-60 MATTRESSES PLUS OFF after extra 10 off 1169 As rated by engine manufacturers. IMPORTANT DEFERRED INTEREST DETAILS (when offered); Interest will be charged to your account from the purchase date if the purchase balance is not paid in full within the promotional period or if you make a late payment. With credit approval, for qualifying purchases made on a Sears card (Sears Commercial One accounts excluded). Sears Home Improvement AccountSM valid on installed sales only. Offer is only valid for consumer accounts in good standing and is subject to change without notice. May not be combined with any other promotional offer. Sears cards: As of 10/3/2011, APR for purchases: Variable 7.24-27.24 or non-variable 14.00-29.. Minimum interest charge: up to 2. An Annual Membership Fee of up to 59 may apply. See card agreement for details. Sears cards are issued by Citibank N.A. Sears Solutions cards are issued by HSBC Bank Nevada, N.A. JOB #109674 PAGE 6 NORTH/SOUTH 24 5 Curtis DVD player Reg. 29. sale 26.31 #05757139/DVD1041. Not available in all stores. Offers end 1/21/12. yourchoice Extra 10 off** An additional 50-275 savings*** Free delivery and haul-away No interest if paid in full in 18 months when you use a qualifying Sears card 539 Interest will be charged to your account from the purchase date if the purchase balance is not paid in full within 18 months or if you make a late payment. See below for details. Offer ends 1/21/12. Reconditioned product is a classification for all products other than new in a box. This condition includes returned product that has been thoroughly tested and certified to operate like new. It also includes floor models and new products out of their original box. Product may have some cosmetic damage. New full product warranty still applies. Starting Promise applies for two years from the date of purchase and covers defects in engine materials or workmanship that prevent engine from starting on first or second pull. Exclusions apply. See store for details. As rated by engine manufacturers. January Family & Friends INSERT SIZE: 9"x 5.625" JA#201Z078 ON MATTRESS AND FOUNDATION SETS OVER 4 GET: 470 Craftsman 21-HP lawn 123 tractor with 46-in. deck Craftsman 7.0 torque push mower with Briggs & Stratton s and Briggs & Stratton Gold Plus MRS engine Automatic easiest starting engine transmission. #07128885 closeout 229.88 #07138918 While quantities last. 759 50.7" measured diagonally. Reg. 9. sale 7. #05775191/PN51D530 PLUS SAVE AN 10 OFF ALL CLEARANCE AND RECONDITIONED LAWN & GARDEN ITEMS after extra 10 off 1 when you buy both Craftsman queen set Serta Perfect Sleeper Adrienne II OR Simmons Beautyrest Brampton II after an extra 50 savings per set Twin set Full set Queen set King set Reg. 50 off 1059. 529. 1159. 579. 12. 649. 20. 1049. sale 479. 529. 5. 9. family & friends 431. 476. 539. 8. Mattresses available in most larger Sears stores. Excludes Stearns & Foster mattresses, crib mattresses, waterbeds and mattresses subject to additional points. **Excludes Sealy Legato, Brooks Point; Serta Audrey, Gazelle, Adrienne; Simmons Alton, Brampton; all icomfort and all Sealy Posturepedic. ***Excludes Stearns & Foster, icomfort and all Sealy Posturepedic. Applies to purchases over 4 after discounts and coupons. See opposite page for Important Deferred Interest details. Free standard local delivery and haul-away after discounts and coupons Mon.-Fri. Retail value 79.. Free haul-away excludes waterbeds. See store or sears.com for offer and standard delivery details. NOTE: Adjustable bases are not included in sets. All mattress offers end 1/21/12 and exclude Outlet Stores. January Family & Friends INSERT SIZE: 9"x 5.625" JA#201Z078 JOB #109674 PAGE 7 SCHAWK RETAIL MARKETING! T 312.666.9200 1 North Dearborn Street, Suite 700 Chicago, IL 60602 USA

10 OFF MATTRESSES* 1709 690 Samsung 55" class LED 1080p 120Hz 3D Smart HDTV 54.6" measured diagonally. Reg. 23. sale 17. #05771181/UN55D6400 Reception is simulated. Not available in all stores. (1) Internet connection required. Adapter sold separately to wirelessly connect to your wireless network. Netfl ix unlimited streaming membership required. 600Hz 55" LED 51" PLASMA 3D Wi-Fi ready 1 120Hz FREE 2 pairs of Samsung 3D glasses A 59.98 value (each pair is a 29. value), #05775189/SSG3050GB or #05775193/SSG3100GB, with purchase of Samsung TV #05771181. Offer good thru 1/14/12. While quantities last. www.sears.com/football 5 OFF TVs 37" AND LARGER, BLU-RAY PLAYERS, CAMERAS, GPS SYSTEMS AND MORE 759 240 Samsung 51" class plasma 1080p 600Hz HDTV 50.7" measured diagonally. Reg. 9. sale 7. #05775191/PN51D530 219 80 Sharp 2.1 channel 200 watt soundbar home theater system Reg. 2. sale 231.57 #05798311/HT-SL70 Not available in all stores. 24 5 Curtis DVD player Reg. 29. sale 26.31 #05757139/DVD1041. 50-60 OFF MATTRESSES Offers end 1/21/12. PLUS ON MATTRESS AND FOUNDATION SETS OVER 4 GET: Extra 10 off** yourchoice An additional 50-275 savings*** Free delivery and haul-away No interest if paid in full in 18 months when you use a qualifying Sears card Interest will be charged to your account from the purchase date if the purchase balance is not paid in full within 18 months or if you make a late payment. See below for details. Offer ends 1/21/12. 539 queen set Serta Perfect Sleeper Adrienne II OR Simmons Beautyrest Brampton II after an extra 50 savings per set Reg. 50 off sale family & friends Twin set 1059. 529. 479. 431. Full set 1159. 579. 529. 476. Queen set 12. 649. 5. 539. King set 20. 1049. 9. 8. Mattresses available in most larger Sears stores. Excludes Stearns & Foster mattresses, crib mattresses, waterbeds and mattresses subject to additional points. **Excludes Sealy Legato, Brooks Point; Serta Audrey, Gazelle, Adrienne; Simmons Alton, Brampton; all icomfort and all Sealy Posturepedic. ***Excludes Stearns & Foster, icomfort and all Sealy Posturepedic. Applies to purchases over 4 after discounts and coupons. See opposite page for Important Deferred Interest details. Free standard local delivery and haul-away after discounts and coupons Mon.-Fri. Retail value 79.. Free haul-away excludes waterbeds. See store or sears.com for offer and standard delivery details. NOTE: Adjustable bases are not included in sets. All mattress offers end 1/21/12 and exclude Outlet Stores.

FAMILY& FRIENDS SAVINGS 40 OFF EVERLAST ATHLETIC WEAR 20 OFF PLUS 20 OFF FAMILY & FRIENDS DISCOUNT CLOTHING, ACCESSORIES, FRAGRANCE & COSMETICS * SAVE EARLY FROM STORE OPENING UNTIL 5:30PM WITH YOUR 1-DAY SAVINGS PASS ON CLOTHING, ACCESSORIES, FOOTWEAR, HOME AND FINE JEWELRY Valid 1/8/12 from store opening until 5:30 p.m. 20 OFF REGULAR, SALE & CLEARANCE CLOTHING, INTIMATE APPAREL, ACCESSORIES, FRAGRANCE, COSMETICS AND LANDS END CLOTHING 15 OFF REGULAR, SALE & CLEARANCE FOOTWEAR, LANDS END FOOTWEAR, BED & BATH, WINDOW FASHIONS AND LUGGAGE 10 OFF REGULAR, SALE & CLEARANCE FINE JEWELRY, WATCHES, HOUSEWARES, MATTRESSES, RECLINERS AND SHAW RUG GALLERY Savings off regular, sale and clearance prices apply to Sears clothing, accessories, fragrances, cosmetics, fi ne jewelry, mattresses, home fashions & household goods only. Not valid on everyday great price items, Introductory Offers, Price Drops, Red Tag items, Fab Finds, Insane Deals, New Balance USA shoes, baby hardlines, Lands End Canvas, Levi s, Edwin Watts Golf merchandise, Two Hearts Maternity and Scrubology, Excelled Leather, Wittnauer, Steinhausen, EMC Outerwear, Stearns & Foster, icomfort, Sealy Brooks Point, Legato and all Sealy Posturepedic mattresses, Outlet Store purchases and catalog orders. Redeemable at Sears stores and sears.com only. One coupon per purchase, not valid on prior purchases. Void if copied, transferred or obtained through channels not approved by Sears Holdings. Void where prohibited by law. May not be used with any other coupon or coupon code. Any other use constitutes fraud. Cash value 1/20. In the event of a return, coupon savings may be deducted from your refund. Discounts are automatically loaded in cart at checkout when purchasing at sears.com from 8pm CT 1/7 to 4am CT 1/9. Online discount applies to items marked sold by Sears only. Sears Holdings reserves the right to terminate or modify this offer at any time for failure to comply with its terms and/or due to any operational malfunction of the software, hardware or equipment required to process this offer. Limited to one-time use only. 2011 Sears Brands, LLC. Sales associates: If unable to scan, manually enter the coupon number. 49 your choice Garnet birthstone pendant, ring or earrings Reg. 174. #04472735, 72390, 72413 Fine Jewelry is in most larger Sears stores. Jewelry shown may be enlarged to show detail, is representative of the assortment and may vary by store, If an advertised item is unavailable, it can be ordered online at sears.com. Most colored gemstones are treated to enhance their natural appearance. Some treatments are not permanent and may require special care. See store for details. R 5 8 0 0 0 1 7 8 2 6 2 0 R 5 8 0 0 0 1 7 8 2 0 1 5 R 5 8 0 0 0 1 7 8 1 4 1 0