UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTIONS 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 29, 2001 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~For~~ ~~the~~FOR ~~fiscal~~THE ~~year~~TRANSITION ~~ended~~PERIOD ~~December~~FROM __________ ~~30,~~TO ~~2000~~__________

___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 0-17955

SEARS DC CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware 36-3533346 (State of Incorporation) ( I.R.S. Employer Identification No.)

Delaware (State of Incorporation)			36-3533346 ( I.R.S. Employer Identification No.)

3711 Kennett Pike, Greenville, Delaware (Address of Principal Executive Offices)			19807 (Zip Code)

Registrant's telephone number, including area code: (302)434-3100

Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock par value $1.00 per share
Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

3711 Kennett Pike, Greenville, Delaware 19807 (Address of Principal Executive Offices) (Zip Code) Yes

~~Registrant's telephone number, including area code: 302/434-3100~~ X

~~Securities registered pursuant to Section 12(b) of the Act: None~~ No

~~Securities~~Disclosure of ~~registered~~delinquent filers pursuant to ~~Section 12(g)~~Item 405 of Regulation S-K is not contained herein, and will not be contained, to the ~~Act:~~best ~~Common~~of ~~Stock~~Registrant's knowledge, ~~par~~in ~~value~~definitive ~~$1.00~~proxy ~~per~~or ~~share~~information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

~~Registrant~~As ~~(1) has filed all reports~~of ~~required~~ February to28, be2002, ~~filed~~the byRegistrant ~~Section~~had 131,000 orshares ~~15(d)~~ of ~~the~~common ~~Securities Exchange~~stock ~~Act~~ outstanding, all of ~~1934~~which ~~during~~were ~~the~~held ~~preceding~~by ~~12 months~~Sears, Roebuck and ~~(2) has been subject to such filing requirements for the past 90 days~~Co.

Yes X . No __ .

Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

As of February 28, 2001, the Registrant had 1,000 shares of common stock outstanding, all of which were held by Sears, Roebuck and Co.

Registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this report with a reduced disclosure format.

~~DOCUMENTS~~Documents Incorporated ~~INCORPORATED~~By ~~BY REFERENCE~~Reference

None

SEARS DC CORP.

PART I

Item 1. Business Sears DC Corp. ("SDC"), a wholly-owned subsidiary of Sears, Roebuck and Co. ("Sears") organized under the laws of Delaware in January 1987, was formed to borrow in domestic and foreign debt markets and lend the proceeds of such borrowings to Sears and certain direct and indirect subsidiaries of Sears in exchange for their unsecured notes. SDC raised funds through the sale of its medium-term notes and direct placement of commercial paper with corporate and institutional investors. The only outstanding debt of SDC is two series of medium-term notes. SDC does not plan to issue additional debt.

Sears DC Corp. ("SDC"), a wholly-owned subsidiary of Sears, Roebuck and Co. ("Sears") organized under the laws of Delaware in January 1987, was formed to borrow in domestic and foreign debt markets and lend the proceeds of such borrowings to Sears and certain direct and indirect subsidiaries of Sears in exchange for their unsecured notes. SDC raised funds through the sale of its medium-term notes and direct placement of commercial paper with corporate and institutional investors. The only outstanding debt of SDC is two series of medium-term notes. SDC does not plan to issue additional debt.

Under an agreement between SDC and Sears, the interest rate paid by Sears on its unsecured notes is designed to produce earnings sufficient to cover SDC's fixed charges at least 1.005 times. Required payments of principal and interest to SDC under the Sears borrowing agreement are intended to be sufficient to allow SDC to make timely payments of principal and interest to the holders of its securities.

AtA ~~February~~Net ~~28,~~Worth Maintenance ~~2001,~~Agreement ~~SDC~~exists ~~had~~between noSears ~~employees~~and onSDC ~~its~~which ~~payroll~~requires ~~and~~Sears ~~its officers~~to ~~and~~maintain ~~directors consisted~~ownership of ~~employees~~and ofpositive ~~affiliated~~stockholder's ~~companies.~~equity ~~Its~~in ~~offices are located at 3711 Kennett Pike, Greenville, Delaware 19807~~SDC.

~~Item~~At 2.February ~~Properties~~28, 2002, SDC had no employees on its payroll and its officers and directors consisted of employees of affiliated companies. Its offices are located at 3711 Kennett Pike, Greenville, Delaware 19807.

Item 2.
Properties.

None.

Item 3. Legal Proceedings.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. There is no established public trading market for SDC's common stock. As of February 28, 2001, Sears owned all outstanding shares of SDC's common stock. During 2000 and 1999 there were no dividends declared or paid to Sears by SDC. Item 6. Selected Financial Data.

There is no established public trading market for SDC's common stock. As of February 28, 2002, Sears owned all outstanding shares of SDC's common stock. During 2001 and 2000 there were no dividends declared or paid to Sears by SDC.

Item 6. Selected Financial Data.

Not applicable.

~~SEARS DC CORP. PART II~~2

~~Item~~PART 7II. ~~Management's Discussion and Analysis of Financial Condition and Results of Operations (thousands).~~

~~Financial~~Item ~~Condition~~7. ~~SDC has invested funds in the unsecured notes of Sears, which pay interest sufficient to cover SDC~~Management's ~~fixed~~Discussion ~~charges at least 1.005 times,~~ and inAnalysis ~~highly liquid short-term investments. The $213,025 in outstanding medium-term notes as~~ of ~~December~~Financial ~~30,~~Condition ~~2000~~and ~~are~~Results ~~not redeemable by SDC prior to their stated maturity except for notes having a stated maturity at the time~~ of issue of more than seven years which may be redeemed under certain circumstances, primarily in the event of a significant decline in Discover Card receivables of Sears former subsidiary, Dean Witter, which is now a part of Morgan Stanley Dean Witter & Co. Operations

(thousands)

FINANCIAL CONDITION

SDC has invested funds in the unsecured notes of Sears, which pay interest sufficient to cover SDC's fixed charges at least 1.005 times.

The $77,525 in outstanding medium-term notes as of December 29, 2001 are not redeemable by SDC prior to their stated maturity except in the event of a significant decline in Discover Card receivables of Sears former subsidiary, Dean Witter, which is now a part of Morgan Stanley Dean Witter & Co.

The financial information appearing in this Annual Report on Form 10-K is presented in historical dollars which do not reflect the decline in purchasing power that results from inflation. As is the case for most financial companies, substantially all of SDC's assets and liabilities are monetary in nature. Interest rates on SDC's investment in Sears notes are set to provide for a ratio of earnings to fixed charges of at least 1.005 times. This maintenance mechanism insulates SDC from bearing the effects of inflation-based interest rate increases.

The ratings of Sears debt securities as of December 3029, ~~2000~~2001 appear in the table below:

	Moody's
		Moody's Investors Services, Inc.		Standard & Poor's	Fitch Ratings
	Investors
Unsecured long-term debt		A3		A-	A-
	Services,	Standard
	Inc.	& Poor's	Fitch, Inc.
Unsecured long-term debt	A3	A-	A-

~~Results~~RESULTS ~~of Operations~~OF Medium-term notes outstanding were $213,025 as of December 30, 2000 and January 1, 2000. Average medium-term notes outstanding were $213,025, $266,276 and $469,557 in 2000, 1999 and 1998, respectively. Revenues decreased 12.8% to $19,252 in 2000 from $22,076 in 1999. Revenues decreased 31.6% to $22,076 in 1999 from $32,290 in 1998. The decrease in the average amount of medium-term notes outstanding led to interest and related expenses decreasing 12.7% to $19,122 in 2000 from $21,916 in 1999. In 1999 interest and related expenses decreased 31.6% to $21,916 from $32,035 in 1998 due to a decrease in the average amount of medium-term notes outstanding. Earnings covered fixed charges 1.005 times in 2000, 1999 and 1998. OPERATIONS

~~Cautionary~~Medium-term ~~Statement~~notes outstanding ~~Regarding~~were ~~Forward~~$77,525 and $213,025 as of December 29, 2001 and December 30, ~~Looking~~2000, ~~Information:~~respectively. Average medium-term notes outstanding were $183,602, $213,025 and $266,276 in 2001, 2000 and 1999, respectively. Revenues decreased 14.7% to $16,421in 2001 from $19,252 in 2000. Revenues decreased 12.8% to $19,252 in 2000 from $22,076 in 1999. The revenue decreases are due to lower levels of interest earning assets in each period. The decrease in the average amount of medium-term notes outstanding led to interest and related expenses decreasing 14.7% to $16,316 in 2001 from $19,122 in 2000. In 2000 interest and related expenses decreased 12.8% to $19,122 from $21,916 in 1999 due to a decrease in the average amount of medium-term notes outstanding. Earnings covered fixed charges 1.005 times in 2001, 2000 and 1999.

~~Certain statements made in this Annual~~CAUTIONARY ~~Report~~STATEMENT onREGARDING ~~Form~~FORWARD ~~10-K~~LOOKING are forward-looking and are made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. As such they involve risks and uncertainties that could cause actual results to differ materially. These statements are based on a number of assumptions about a variety of factors, including the ability of Sears to perform under the agreements described herein and general economic conditions (such as interest rates). While SDC believes that these assumptions are reasonable, SDC cautions that it is impossible to predict the impact of certain facts that could cause actual results to differ from expected results. INFORMATION

AsCertain ofstatements made ~~year~~in this Annual Report on Form 10-~~end~~K ~~2000~~are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. Such statements are based on a number of assumptions about a variety of factors, ~~average~~including the ability of Sears to perform under the agreements described herein and general economic conditions (such as interest rates). While ~~rate~~SDC bybelieves ~~year~~that these assumptions are reasonable, SDC cautions that it is impossible to predict the impact of ~~maturity~~certain ~~was:~~facts that could cause actual results to differ from expected results.

2001	8.97	%
2002	8.69	%
2003	8.58	%
2004	-
2005	-
Thereafter	9.15	%

Item 87a. Quantitative ~~Financial~~and ~~Statement~~Qualitative ~~and Supplementary~~Disclosures ~~Data~~ about Market Risk

SEARS DC CORP.
STATEMENTS OF INCOME
(thousands, except ratios)
2000 1999 1998
Revenues
Earnings on notes of Sears $ 19,252 $ 22,076 $ 32,290
Expenses
Interest and related expenses 19,122 21,916 32,035
Operating expenses 35 51 95
Total expenses 19,157 21,967 32,130
Income before income taxes 95 109 160
Income taxes 33 38 56
Net income $ 62 $ 71 $ 104
Ratio of earnings to fixed charges 1.005 1.005 1.005
See notes to financial statements
(thousands)

SEARS DC CORP.
STATEMENTS OF FINANCIAL POSITION
(thousands, except share data)
		2000		1999
Assets
Cash and cash equivalents	$	-	$	-
Notes of Sears		224,166		223,993
Interest receivable and other assets		299		420
Total assets	$	224,465	$	224,413
Liabilities
Medium-term notes	$	213,025	$	213,025
Interest payable and other liabilities		6,052		6,062
Total liabilities		219,077		219,087
Stockholder's Equity
Common stock, par value $1.00 per share,
1,000 shares authorized and outstanding		1		1
Capital in excess of par value		7		7
Retained income		5,380		5,318
Total stockholder's equity		5,388		5,326
Total liabilities and stockholder's equity	$	224,465	$	224,413
See notes to financial statements

SDC's outstanding debt securities are subject to interest rate risk. All debt securities are considered non-trading. At year-end 2001 and 2000, 100% of SDC's portfolio was fixed rate. At year-end 2001 and 2000, the carrying value of SDC's debt was $77,525 and $213,025, respectively. The fair value of SDC's debt was $85,756 and $224,863 at year-end 2001 and 2000, respectively.

SEARS DC CORP.
STATEMENTS OF STOCKHOLDER'S EQUITY
(thousands)
		2000		1999		1998
Capital stock	$	1	$	1	$	1
Capital in excess of par value		7		7		7
Retained income
Beginning of year		5,318		5,247		5,143
Net income		62		71		104
End of year		5,380		5,318		5,247
Total stockholder's equity	$	5,388	$	5,326	$	5,255
See notes to financial statements

As of year-end 2001, average interest rates by year of maturity were:

SEARS DC CORP.
2002	8.69%
STATEMENTS OF CASH FLOWS
2003	8.58%
(thousands)			2000		1999		1998
2004	--
CASH FLOWS FROM OPERATING ACTIVITIES:
2005	--
Net income		$	62	$	71	$	104
2006	--
Adjustment to reconcile net income to net cash
Thereafter	9.15%
provided by (used in) operating activities:
Net change in interest receivable and other assets
and interest payable and other liabilities			111		(2,614)		(2,322)
Net cash provided by (used in) operating activities			173		(2,543)		(2,218)
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) decrease in notes of Sears			(173)		121,965		113,497
Net cash provided by (used in) investing activities			(173)		121,965		113,497
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of medium-term notes			-		(119,480)		(111,275)
Net cash used in financing activities			-		(119,480)		(111,275)
Net cash increase (decrease) in cash and equivalents			-		(58)		4
Balance at beginning of year			-		58		54
Balance at end of year		$	-	$	-	$	58
Supplemental Disclosure of Cash Flow Information
Cash paid during the year
Interest		$	19,078	$	24,561	$	34,512
Incomes taxes			38		56		83
See notes to financial statements

~~SEARS DC CORP. NOTES TO FINANCIAL STATEMENTS (thousands)~~4

~~1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~SEARS DC CORP.

~~Sears DC Corp. ("SDC"), a wholly-owned subsidiary of Sears, Roebuck~~Statements ~~and Co. ("Sears"), was principally engaged in borrowing in domestic and foreign debt markets and lending the proceeds~~ of ~~such borrowings to Sears and certain direct and indirect subsidiaries of Sears in exchange for their unsecured notes.~~ Income

~~Under~~ thousands, except anratios 2001 2000 1999 Revenues Earnings on ~~agreement~~notes ~~between~~of ~~SDC and~~ Sears $ 16,421 $ 19,252 $ 22,076 Expenses Interest and ~~the~~related ~~interest~~expenses 16,316 19,122 21,916 Operating expenses 23 35 51 Total expenses 16,339 19,157 21,967 Income before ~~rate~~income ~~paid~~taxes 82 95 109 Income taxes 28 33 38 Net byincome ~~Sears~~ $ 54 $ 62 $ 71 Ratio ~~is designed to produce~~ of earnings ~~sufficient~~ to ~~cover SDC's~~ fixed charges ~~at least~~ 1.005 ~~times~~ 1. ~~Required payments of principal and interest to SDC~~005 ~~under the Sears borrowing agreement are intended to be sufficient to allow~~ ~~SDC to make timely payments of principal and interest to the holders of~~ ~~its securities~~ 1.005

~~The~~ See ~~preparation~~notes ~~of financial statements in conformity with generally accepted accounting principles requires management~~ to ~~make estimates and~~ ~~assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the~~ financial statements~~, and the reported amounts of revenues and expenses during the reporting period~~. ~~Actual results could differ from these estimates.~~

SEARS DC CORP.

Statements of Financial Position

thousands, except share data
	2001		2000
Assets
Cash and cash equivalents	$	--	$	--
Notes of Sears		84,632		223,069
Interest receivable and other assets		189		299
Total assets	$	84,821	$	223,368
Liabilities
Medium-term notes	$	77,525	$	213,025
Interest payable and other liabilities		1,854		4,955
Total liabilities		79,379		217,980
Stockholder's Equity
Common stock, par value $1.00 per share,
1,000 shares authorized and outstanding		1		1
Capital in excess of par value		7		7
Retained income		5,434		5,380
Total stockholder's equity		5,442		5,388

Total liabilities and stockholder's equity	$	84,821	$	223,368

See notes to financial statements

SEARS DC CORP.

Statements of Stockholder's Equity

thousands
	2001		2000		1999

Capital stock	$	1	$	1	$	1
Capital in excess of par value		7		7		7
Retained income
Beginning of year		5,380		5,318		5,247
Net income		54		62		71
End of year		5,434		5,380		5,318

Total stockholder's equity	$	5,442	$	5,388	$	5,326

See notes to financial statements

SEARS DC CORP.

Statements of Cash Flows

thousands
	2001		2000		1999

CASH FLOWS FROM OPERATING ACTIVITIES

Net income	$	54	$	62	$	71
Adjustment to reconcile net income to net cash
Provided by (used in) operating activities:
Net change in interest receivable and other assets and interest
payable and other liabilities		(2,991)		42		(2,580)
Net cash provided by (used in) operating activities		(2,937)		104		(2,509)

CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in notes of Sears		138,437		(104)		121,931
Net cash provided by (used in) investing activities		138,437		(104)		121,931

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of medium-term notes		(135,500)		--		(119,480)
Net cash used in financing activities		(135,500)		--		(119,480)

Net decrease in cash and equivalents		--		--		(58)
Balance at beginning of year		--		--		58
Balance at end of year	$	--	$	--	$	--

Supplemental Disclosure of Cash Flow Information
Cash paid during the year
Interest	$	19,263	$	19,078	$	24,561
Income taxes		33		38		56

See notes to financial statements

SEARS DC CORP.
Notes to Financial Statements

(thousands)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Sears DC Corp. ("SDC"), a wholly-owned subsidiary of Sears, Roebuck and Co. ("Sears"), was principally engaged in borrowing in domestic and foreign debt markets and lending the proceeds of such borrowings to Sears and certain direct and indirect subsidiaries of Sears in exchange for Sears unsecured notes.

Under an agreement between SDC and Sears, the interest rate Sears pays on the unsecured notes to SDC is designed to produce earnings sufficient to cover SDC's fixed charges at least 1.005 times. Required payments of principal and interest to SDC under the Sears borrowing agreement are intended to be sufficient to allow SDC to make timely payments of principal and interest to the holders of its securities.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

SDC's fiscal year ends on the Saturday nearest December 31. Unless otherwise stated, references to years in this report relate to fiscal years rather than to calendar years.

Fiscal year Ended Weeks

Fiscal year	Ended	Weeks

2001	December 29, 2001	52
2000	December 30, 2000	52
1999	January 1, 2000	52

2000 December 30, 2000 52 1999 January 1, 2000 52 1998 January 2, 1999 52

Cash and cash equivalents includes all highly liquid investments with maturities of three months or less at the date of purchase.

The results of operations of SDC are included in the consolidated federal income tax return of Sears. Tax liabilities and benefits are allocated as generated by SDC, whether or not such benefits would be currently available on a separate return basis. Taxes are provided based on the statutory federal income tax rate.

~~2. BORROWINGS~~ Reclassifications

Certain reclassifications have been made to prior year financial statements and the notes to conform with the 2001presentation.

The medium-term notes are not redeemable by SDC except for notes having a stated maturity at the time of issue of more than seven years which may be redeemed under certain circumstances, primarily in the event of a significant decline in Discover Card receivables of Sears former subsidiary, Dean Witter, which is now part of Morgan Stanley Dean Witter & Co. The fair market value of medium-term notes approximated $224,863 and $220,482 at December 30, 2000, and January 1, 2000, respectively, based on discounted cash flows using interest rates currently available to Sears. Selected details of SDC's borrowings are shown below. 9

2000 1999
8.52% to 9.26% medium-term notes due through 2012 $213,025 $213,025
At December 30, 2000 medium-term note maturities for the next five years and thereafter were as follows:
2001 $ 135,500
2002 24,725
2003 9,000
2004 -
2005 -
Thereafter 43,800
$ 213,025
SEARS DC CORP.
Notes to Financial Statements

(thousands)

~~SEARS~~NOTE DC2 ~~CORP.~~- BORROWINGS

The medium-term notes are not redeemable by SDC except in the event of a significant decline in Discover Card receivables of Sears former subsidiary, Dean Witter, which is now part of Morgan Stanley Dean Witter & Co. The fair market value of medium-term notes approximated $85,756 and $224,863 at December 29, 2001, and December 30, 2000, respectively, based on discounted cash flows using interest rates currently available to Sears. SDC's borrowings include the following:

	2001	2000

8.52% to 9.26% medium-term notes due through 2012	$ 77,525	$ 213,025

At December 29, 2001 medium-term note maturities for the next five years and thereafter were as follows:

2002	$	24,725
2003		9,000
2004		--
2005		--
2006		--
Thereafter		43,800

	$	77,525

PART III

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 10. Directors and Executive Officers of the Registrant.

Not applicable.

Item 11. Executive Compensation.

Not applicable.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

Not applicable.

Item 13. Certain Relationships and Related Transactions.

Not applicable.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) The following documents are filed as a part of this report:

1. An "Index to Financial Statements" has been filed as a part of this report on page S-1 hereof.
2. No financial statement schedules are included herein because they are not required or because the information is contained in the financial statements and notes thereto, as noted in the "Index to Financial Statements" filed as as part of this report.
3. An "Exhibit Index" has been filed as part of this report beginning on page E-1 hereof .

(b) Reports on Form 8-K: ~~None.~~

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SEARS DC CORP.
(Registrant)

                                           ~~By:~~ /s/ ~~MICHAEL J. CLEARY~~                                                  ~~Michael~~ William JK. ~~Cleary                                                  Vice President and Controller~~ Phelan

By: William K. Phelan

       Vice President and Controller

       March 27, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature Title Date /s/ Larry R. Raymond Larry R. Raymond Director, President and Chief Executive Officer (Principal Executive Officer) ) ) ) ) /s/ Keith E. Trost Keith E. Trost Director, Vice President and Treasurer (Principal Financial Officer) ) ) ) ) March 27, 2002 /s/ William K. Phelan William K. Phelan Vice President and Controller (Principal Accounting Officer) ) ) ) ) /s/ Paul J. Liska Paul J. Liska Director ) ) ) )

/s/LARRY R. RAYMOND Director, President and ) Larry R. Raymond Chief Executive Officer ) (Principal Executive Officer) ) ) ) /s/KEITH E. TROST Vice President and Treasurer ) Keith E. Trost (Principal Financial Officer) ) ) ) ) /s/MICHAEL J. CLEARY Vice President and Controller ) March 22, 2001 Michael J. Cleary (Principal Accounting Officer) ) ) ) ) /s/JEFFERY N. BOYER Director ) Jeffery N. Boyer ) ) ) ) ) /s/GLENN RICHTER Director ) Glen Richter ) ) 13

SEARS DC CORP. ~~INDEX TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 30, 2000 AND JANUARY 1, 2000~~

Index ~~PAGE~~ to Financial Statements

~~STATEMENTS~~Years Ended OFDecember ~~INCOME ; 5~~ 29, 2001 and December 30, 2000

~~STATEMENTS~~ Page Statements of OFIncome 5 Statements of ~~FINANCIAL~~Financial ~~POSITION~~ Position 6 Statements of Stockholder's Equity 7 Statements of Cash Flows 8 Notes to Financial Statements 9-10 Independent Auditors' Report S-2

STATEMENTS OF STOCKHOLDER'S EQUITY 7

STATEMENTS OF CASH FLOWS 8

NOTES TO FINANCIAL STATEMENTS 9

INDEPENDENT AUDITORS' REPORT S-2

S-1

INDEPENDENT AUDITORS' REPORT

To the ~~Stockholder and~~ Board of ~~Directors~~ ~~Sears~~Directors DCand ~~Corp. Greenville,~~Stockholder DE of

~~We have audited the accompanying Statements of Financial Position of~~ Sears DC Corp. (a wholly-owned subsidiary of Sears, Roebuck and Co.) as of December 30, 2000 and January 1, 2000, and the related Statements of Income, Stockholder's Equity and Cash Flows for each of the three years in the period ended December 30, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

Greenville, Delaware

We have audited the accompanying statements of financial position of Sears DC Corp. (a wholly-owned subsidiary of Sears, Roebuck and Co.) as of December 29, 2001 and December 30, 2000, and the related statements of income, stockholder's equity and cash flows for each of the three years in the period ended December 29, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of Sears DC Corp. as of December 3029, ~~2000~~2001 and ~~January~~December 130, 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 3029, ~~2000~~2001, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP ~~Chicago, Illinois March 15, 2001~~

~~S-2~~Deloitte & Touche LLP

Chicago, Illinois

March 22, 2002

-- page break --

EXHIBIT INDEX

~~3(b) Amendment to Certificate of Incorporation~~Sears ofDC ~~Discover Credit~~ Corp. ~~dated April 9, 1987 (Incorporated by reference to Exhibit 3(b) to~~ Form 10*). -K

~~3(c) Certificate of Amendment of Certificate~~For ~~of Incorporation dated May 21, 1993 to change~~ the ~~name~~Year ofEnded ~~Discover Credit Corp. to Sears DC Corp. (Incorporated by reference to exhibit 3(c) on Form 10-K of the Registrant for the year ended~~ December 3029, ~~1995*).~~ 2001

3(da) Net Worth Maintenance Agreement between Discover Credit Corp. and Sears, Roebuck and Co., dated as of November 13, 1987 (Incorporated by reference to Exhibit 4 to Form 10*). 3(b) Amendment to Certificate of Incorporation of Discover Credit Corp. dated April 9, 1987 (Incorporated by reference to Exhibit 3(b) to Form 10*). 3(c) Certificate of Amendment of Certificate of Incorporation dated May 21, 1993 to change the name of Discover Credit Corp. to Sears DC Corp. (Incorporated by reference to exhibit 3(c) on Form 10-K of the Registrant for the year ended December 30, 1995*). 3(d) By-laws of Sears DC Corp., as amended to February 6, 1996 (Incorporated by reference to exhibit 3(c) on Form 10-K of the Registrant for the year ended December 30, 1995*). 4(a) Certificate of Incorporation of Discover Credit Corp. dated January 9, 1987 (Incorporated by reference to Exhibit 3(a) to Form 10 of the Registrant (Form 10)*). 4(b) Indenture, dated as of June 1, 1991 between Discover Credit Corp. and Bank of Delaware as Trustee (Incorporated by reference to Exhibit 4 to Registration Statement No. 33-40056*). 4(c) Forms of fixed rate Medium-Term Note Series II and floating rate Medium-Term Note Series II (Incorporated by reference to Exhibits 4.2 and 4.3 to Current Report on Form 8-K of the Registrant dated June 20, 1991*). 4(d) Indenture, dated as of February 15, 1992, between Discover Credit Corp. and Harris Trust Company of New York (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K of the Registrant dated February 28, 1992*). 4(e) Forms of fixed rate Medium-Term Note Series III and floating rate Medium-Term Note Series III (Incorporated by reference to Exhibits 4.2 and 4.3 to Current Report on Form 8-K of the Registrant dated February 28, 1992*). 4(f) The Registrant hereby agrees to furnish the Commission, upon request, with each instrument defining the rights of holders of long-term debt of the Registrant with respect to which the total amount of securities authorized does not exceed 10% of the total assets of the Registrant. 10(a) Letter Agreement dated March 9, 1993 between Sears, Roebuck and Co. and Discover Credit Corp. (Incorporated by reference to Exhibit 10(g) to Annual Report on Form 10-K of the Registrant for the year ended December 31, 1992*). 10(b) Amendment dated March 22, 1994 to Letter Agreement dated March 9, 1993 between Sears, Roebuck and Co. and Discover Credit Corp. (Incorporated by reference to Exhibit 10(b) to Annual Report on Form 10-K of the Registrant for the year ended December 31, 1994*). 12 Calculation of ratio of earnings to fixed charges** 23 Consent of Deloitte & Touche LLP**

~~4(a) Net Worth Maintenance Agreement between Discover Credit Corp. and Sears, Roebuck and Co., dated as of November 13, 1987 (Incorporated by reference to Exhibit 4 to Form 10*).~~ ______________________________

~~4(b) Indenture, dated as of June 1,~~* ~~1991~~SEC ~~between~~File ~~Discover Credit Corp. and Bank of Delaware as Trustee (Incorporated by reference to Exhibit 4 to Registration Statement~~ No. 330-~~40056*).~~ 17955

4(c) Forms of fixed rate Medium-Term Note Series II and floating rate Medium-Term Note Series II (Incorporated by reference to Exhibits 4.2 and 4.3 to Current Report on Form 8-K of the Registrant dated June 20, 1991*).* Filed herewith

4(d) Indenture, dated as of February 15, 1992, between Discover Credit Corp. and Harris Trust Company of New York (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K of the Registrant dated February 28, 1992*).

4(e) Forms of fixed rate Medium-Term Note Series III and floating rate Medium-Term Note Series III (Incorporated by reference to Exhibits 4.2 and 4.3 to Current Report on Form 8-K of the Registrant dated February 28, 1992*).

4(f) The Registrant hereby agrees to furnish the Commission, upon request, with each instrument defining the rights of holders of long-term debt of the Registrant with respect to which the total amount of securities authorized does not exceed 10% of the total assets of the Registrant.

E-1

10(a) Letter Agreement dated March 9, 1993 between Sears, Roebuck and Co. and Discover Credit Corp. (Incorporated by reference to Exhibit 10(g) to Annual Report on Form 10-K of the Registrant for the year ended December 31, 1992*).

10(b) Amendment dated March 22, 1994 to Letter Agreement dated March 9, 1993 between Sears, Roebuck and Co. and Discover Credit Corp. (Incorporated by reference to Exhibit 10(b) to Annual Report on Form 10-K of the Registrant for the year ended December 31, 1994*).

12 Calculation of ratio of earnings to fixed charges**

23 Consent of Deloitte & Touche LLP**

E-2

SEARS DC CORP.
STATEMENTS OF INCOME
(thousands, except ratios)
		2000		1999		1998
Revenues
Earnings on notes of Sears	$	19,252	$	22,076	$	32,290
Expenses
Interest and related expenses		19,122		21,916		32,035
Operating expenses		35		51		95
Total expenses		19,157		21,967		32,130
Income before income taxes		95		109		160
Income taxes		33		38		56
Net income	$	62	$	71	$	104
Ratio of earnings to fixed charges		1.005		1.005		1.005
See notes to financial statements

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