Securities and Exchange Commission
Washington, D. C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Sears Holdings Corp
Common Stock
CUSIP Number 812350106
Date of Event Which Requires Filing of this Statement: December 31, 2005
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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CUSIP No. 812350106
1) Name of reporting person:
Legg Mason Capital Management, Inc.
Tax Identification No.:
52-1268629
2) Check the appropriate box if a member of a group:
a) x
b) n/a
3) SEC use only
4) Place of organization:
Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 9,536,410
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 9,536,410
9) Aggregate amount beneficially owned by each reporting person:
9,536,410
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
5.92%
12) Type of reporting person:
IA, CO
CUSIP No. 812350106
1) Name of reporting person:
Legg Mason Funds Management, Inc.
Tax Identification No.:
52-2268681
2) Check the appropriate box if a member of a group:
a) x
b) n/a
3) SEC use only
4) Place of organization:
Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 1,821,450
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 1,821,450
9) Aggregate amount beneficially owned by each reporting person:
1,821,450
10) Check if the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
1.13%
12) Type of reporting person:
IA, CO
CUSIP No. 812350106
1) Name of reporting person:
Legg Mason Focus Capital, Inc.
Tax Identification No.
52-2311719
2) Check the appropriate box if a member of a group:
a) x
b) n/a
3) SEC use only
4) Place of organization:
Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: 333
7) Sole dispositive power: - 0 -
8) Shared dispositive power: 333
9) Aggregate amount beneficially owned by each reporting person:
333
10) Check the aggregate amount in row (9) excludes certain shares:
n/a
11) Percent of class represented by amount in row (9):
0.00%
12) Type of reporting person:
IA,CO
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Item 1a) Name of issuer:
Sears Holdings Corp
Item 1b) Address of issuer's principal executive offices:
3333 BEVERLY ROAD
HOFFMAN ESTATES IL 60179
Item 2a) Name of person filing:
Legg Mason Capital Management, Inc.
Legg Mason Funds Management, Inc.
Legg Mason Focus Capital, Inc.
Item 2b) Address of principal business office:
100 Light Street
Baltimore, MD 21202
Item 2c) Citizenship:
Legg Mason Capital Management, Inc.
Maryland corporation
Legg Mason Funds Management, Inc.
Maryland corporation
Legg Mason Focus Capital, Inc.
Maryland corporation
Item 2d) Title of class of securities:
Common Stock
Item 2e) CUSIP number: 812350106
Item 3) If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a :
(a)[ ] Broker or dealer under Section 15 of the Act.
(b)[ ] Bank as defined in Section 3(a)(6) of the Act.
(c)[ ] Insurance Company as defined in Section 3(a)(6) of the Act.
(d)[ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e)[ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f)[ ] Employee Benefit Plan, Pension Fund which is subject to ERISA
of 1974 or Endowment Funds; see 240.13d-1(b)(ii)(F).
(g)[ ] Parent holding company, in accordance with 240.13d-1(b)(ii)(G)
(h)[X ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4) Ownership:
(a) Amount beneficially owned: 11,358,193
(b) Percent of Class: 7.06%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
- 0 -
(ii) shared power to vote or to direct the vote:
11,358,193
(iii) sole power to dispose or to direct the disposition of:
- 0 -
(iv) shared power to dispose or to direct the disposition of:
11,358,193
Item 5) Ownership of Five Percent or less of a class:
n/a
Item 6) Ownership of more than Five Percent on behalf of another
person:
Various accounts managed by the investment advisers identified
in Item 8 have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of
shares of the issuer. No such account owns more than 5% of
the shares outstanding.
Item 7) Identification and classification of the subsidiary which
acquired the security being reported on by the parent
holding company:
n/a
Item 8) Identification and classification of members of the group:
Legg Mason Capital Management, Inc.-investment adviser
Legg Mason Funds Management, Inc.-investment adviser
Legg Mason Focus Capital, Inc.-investment adviser
Item 9) Notice of dissolution of group:
n/a
Item 10) Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
Signature
-----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
--------------------------------
Date - February 14, 2006
Legg Mason Capital Management, Inc.
By___________________________________________
Andrew J. Bowden, Senior Vice President
Legg Mason Funds Management, Inc.
By___________________________________________
Andrew J. Bowden, Senior Vice President
Legg Mason Focus Capital, Inc.
By____________________________________________
Robert G. Hagstrom, President
Exhibit A
Joint Filing Agreement
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This Joint Filing Agreement confirms the agreement by and among the
undersigned that the Schedule 13G is filed on behalf of each member of the
group identified in Item 8.
Legg Mason Capital Management, Inc.
By___________________________________________
Andrew J. Bowden, Senior Vice President
Legg Mason Funds Management, Inc.
By___________________________________________
Andrew J. Bowden, Senior Vice President
Legg Mason Focus Capital, Inc.
By____________________________________________
Robert G. Hagstrom, President