SHLDQ 10-Q Quarterly Report Aug. 4, 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
DEF 14A	Filed on April 6, 2010

TABLE OF CONTENTS

Part I. Financial Information Item 1. Financial Statements Note 1 Basis Of Presentation Note 2 Borrowings Note 3 Store Closing Charges, Severance Costs, Impairments and Real Estate Transactions Note 4 Equity Note 5 Benefit Plans Note 6 Income Taxes Note 7 Summary Of Segment Data Note 8 Supplemental Financial Information Note 9 Legal Proceedings Note 10 Recent Accounting Pronouncements Note 11 Related Party Disclosure Note 12 Guarantor/non-guarantor Subsidiary Financial Information Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 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 Second Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to Registrants Current Report on Form 8-K, dated May 8, 2018, filed on May 10, 2018 (File No. 001-36693)). 10.1 Third Amended and Restated Loan Agreement, dated as of June4, 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 Registrants Current Report on Form 8-K, dated June 4, 2018, filed on June 4, 2018 (File No. 001-36693)). 10.2 Second Amendment to Credit Agreement, dated as of June 29, 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 10.1 to Registrants Current Report on Form 8-K, dated June 29, 2018, filed on July 6, 2018 (File No. 001-36693)). 10.3 Fifth Amendment to Mezzanine Loan Agreement, dated as of June 29, 2018, between SRC Sparrow 2 LLC, as borrower, and JPP, LLC, as administrative agent (incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K, dated June 29, 2018, filed on July 6, 2018 (File No. 001-36693)). 10.4 Fifth Amendment to Second Lien Credit Agreement, dated as of July 5, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, as borrowers, the subsidiaries of Sears Holdings Corporation party thereto, the lenders party thereto, and JPP, LLC, as administrative agent and collateral administrator (incorporated by reference to Exhibit 10.3 to Registrants Current Report on Form 8-K, dated June 29, 2018, filed on July 6, 2018 (File No. 001-36693)). *10.5 Clarification and Correction to Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of June 4, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, as borrowers, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto. *10.6 Schedules, Exhibits and Amendments to the Amended and Restated Program Agreement, dated as of July 15, 2003, amended and restated as of November 3, 2003, by and among Sears, Roebuck and Co., Sears Brands Business Unit Corporation (as successor in interest to Sears Intellectual Property Management Company) and Citibank, N.A. (as successor in interest to Citibank (South Dakota), N.A., which was successor in interest to Citibank (USA, N.A.)) (1) *10.7 Sixth Amendment to Mezzanine Loan Agreement, dated as of July 25, 2018, between SRC Sparrow 2 LLC, as borrower, and JPP, LLC, as administrative agent. 10.8 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 Registrants Current Report on Form 8-K, dated August 30, 2018, filed on September 4, 2018 (File No. 001-36693)). 10.9 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 Registrants Current Report on Form 8-K, dated August 30, 2018, filed on September 4, 2018 (File No. 001-36693)). *31.1 Certifications of Chief Executive Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. *31.2 Certifications of Chief Financial Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. *32.1 Certification of Chief Executive Officer Pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002. *32.2 Certification of Chief Financial Officer Pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.

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SHLDQ 10-Q Quarter ended Aug. 4, 2018

Exhibits