SHLDQ 10-Q Quarterly Report Nov. 3, 2018 | Alphaminr

SHLDQ 10-Q Quarter ended Nov. 3, 2018

SEARS HOLDINGS CORP
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PROXIES
DEF 14A
Filed on March 29, 2018
DEF 14A
Filed on March 31, 2017
DEF 14A
Filed on April 1, 2016
DEF 14A
Filed on March 17, 2015
DEF 14A
Filed on March 19, 2014
DEF 14A
Filed on March 28, 2013
DEF 14A
Filed on March 16, 2012
DEF 14A
Filed on April 11, 2011
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Filed on April 6, 2010
TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial Statements (debtor-in-possession)Note 1 Basis Of PresentationNote 2 Bankruptcy FilingNote 3 BorrowingsNote 4 Store Closing Charges, Severance Costs, Impairments and Real Estate TransactionsNote 5 EquityNote 6 Benefit PlansNote 7 Income TaxesNote 8 Summary Of Segment DataNote 9 Supplemental Financial InformationNote 10 Legal ProceedingsNote 11 Recent Accounting PronouncementsNote 12 Related Party DisclosureNote 13 Condensed Combined Debtor-in-possession Financial InformationNote 14 Guarantor/non-guarantor Subsidiary Financial InformationItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 6. Exhibits

Exhibits

3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K, dated March24, 2005, filed on March24, 2005 (File No. 000-51217)). *3.2 First Amendment to the Second Amended and Restated By-Laws, dated October 23, 2018. 10.1 Amendment to Transaction Documents, dated as of August 30, 2018, by and among Sears Holdings Corporation, certain of its subsidiaries and Pension Benefit Guaranty Corporation (incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K, dated August 30, 2018, filed on September 4, 2018 (File No. 001-36693)). 10.2 Third Amendment to Credit Agreement, dated as of August 31, 2018, among SRC O.P. LLC, SRC Facilities LLC and SRC Real Estate (TX), LLC, as the borrowers, the lenders party thereto and UBS AG, Stamford Branch, as administrative agent (incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K, dated August 30, 2018, filed on September 4, 2018 (File No. 001-36693)). 10.3 First Amendment to Third Amended and Restated Loan Agreement, dated as of September 12, 2018, among Sears Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC, Kmart Corporation, SHC Desert Springs, LLC, Innovel Solutions, Inc., Sears Holdings Management Corporation, Maxserv, Inc., Troy Coolidge No. 13, LLC, Sears Development Co. and Big Beaver of Florida Development, LLC, collectively as borrower, and JPP, LLC and JPP II, LLC, collectively as initial lender (incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K, dated September 12, 2018, filed on September 13, 2018 (File No. 001-36693)). *10.4 Superpriority Senior Secured Debtor-in-Possession Asset-Based Credit Agreement, dated as of November 29, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, each as debtors and debtors in possession, collectively as borrowers, and the lenders named therein, issuing lenders named therein, Bank of America, N.A., as administrative agent, co-collateral agent and swingline lender, Wells Fargo Bank, National Association, as co-collateral agent and syndication agent, Citigroup Global Markets Inc., as documentation agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citibank, N.A., and Wells Fargo Bank, National Association as joint lead arrangers and bookrunners. (1) *10.5 Debtor-in-Possession Guarantee and Collateral Agreement, dated as of November 29, 2018, among Sears Holdings Corporation, Sears, Roebuck and Co., Sears Roebuck Acceptance Corp., Kmart Holding Corporation, Kmart Corporation and certain of their respective subsidiaries, as grantors, and Bank of America, N.A. and Wells Fargo, National Association, as co-collateral agents. *10.6 Superpriority Junior Lien Secured Debtor-in-Possession Credit Agreement, dated as of November 29, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, each as debtors and debtors-in-possession, collectively as borrowers, the lender parties thereto, and Cantor Fitzgerald Securities, as agent and collateral agent. (1) *10.7 Debtor-in-Possession Guarantee and Collateral Agreement, dated as of November 29, 2018, among Sears Holdings Corporation, Sears, Roebuck and Co., Sears Roebuck Acceptance Corp., Kmart Holding Corporation, Kmart Corporation and certain of their respective subsidiaries, as grantors and Cantor Fitzgerald Securities, as collateral agent. 10.8 Fourth Amendment to Credit Agreement, dated as of November 13, 2018, among SRC O.P. LLC, SRC Facilities LLC and SRC Real Estate (TX), LLC, as the borrowers, the lenders party thereto, and JPP, LLC, as administrative agent (incorporated by reference to Exhibit 99.80 to ESL Partners, L.P.'s Schedule 13D/A, dated November 13, 2018, filed on November 16, 2018 (File No. 005-80635)). *10.9 Letter from Registrant to Robert A. Riecker, dated as of November 16, 2018.** *10.10 Letter from Registrant to Leena Munjal, dated as of November 16, 2018.** *10.11 Letter from Registrant to Gregory G. Ladley, dated October 19, 2017.** *10.12 Letter from Registrant to Gregory G. Ladley, dated as of November 20, 2018.** *31.1 Certifications of Member, Office of the Chief Executive Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. *31.2 Certifications of Member, Office of the Chief Executive Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. *31.3 Certifications of Member, Office of the Chief Executive Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. *31.4 Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *32.1 Certification of Member, Office of the Chief Executive Pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. *32.2 Certification of Member, Office of the Chief Executive Pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. *32.3 Certification of Member, Office of the Chief Executive Pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. *32.4 Certification of Chief Financial Officer Pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.