SEGMENTACIÓN DEL MERCADO DE NÉCTARES POR FRUTA
2.10 CARACTERÍSTICAS FÍSICAS 1 Materias Primas
(a) The following documents are filed as part of this report: 1. Financial Statements
Financial statements filed as part of this Form 10-K are listed under Item 8. 2. Financial Statement Schedule
The financial statement schedule filed as part of this Form 10-K is listed under Item 8.
The separate financial statements and summarized financial information of majority-owned subsidiaries not consolidated and of 50% or less owned persons have been omitted because they are not required pursuant to conditions set forth in Rules 3-09 and 1-02(w) of Regulation S-X.
All other schedules have been omitted because they are not required under the instructions contained in Regulation S-X because the information called for is contained in the financial statements and notes thereto.
(b) Exhibits
An “Exhibit Index” has been filed as part of this Report beginning on Page E-1 and is incorporated herein by this reference.
Certain of the agreements incorporated by reference into this report contain representations and warranties and other agreements and undertakings by us and third parties. These representations and warranties, agreements and undertakings have been made as of specific dates, may be subject to important qualifications and limitations agreed to by the parties to the agreement in connection with negotiating the terms of the agreement, and have been included in the agreement for the purpose of allocating risk between the parties to the agreement rather than to establish matters as facts. Any such representations and warranties, agreements, and undertakings have been made solely for the benefit of the parties to the agreement and should not be relied upon by any other person.
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 HOLDINGS CORPORATION
By: /S/ ROBERT A. RIECKER
Name: Robert A. Riecker Title: Vice President, Controller and Chief Accounting Officer
Date: March 18, 2014
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 stated and on the dates indicated.
* EDWARD S. LAMPERT Director, Chairman of the Board ofDirectors, and Chief Executive Officer
(principal executive officer)
March 18, 2014
Edward S. Lampert
* ROBERT A. SCHRIESHEIM Executive Vice President and Chief Financial Officer (principal financial officer)
March 18, 2014
Robert A. Schriesheim
* ROBERT A. RIECKER Vice President, Controller and Chief
Accounting Officer (principal accounting officer)
March 18, 2014
Robert A. Riecker
* CESAR L. ALVAREZ Director March 18, 2014
Cesar L. Alvarez
* PAUL G. DEPODESTA Director March 18, 2014
Paul G. DePodesta
* WILLIAM C. KUNKLER, III Director March 18, 2014
William C. Kunkler, III
* STEVEN T. MNUCHIN Director March 18, 2014
Steven T. Mnuchin
* ANN N. REESE Director March 18, 2014
Ann N. Reese
* THOMAS J. TISCH Director March 18, 2014
Thomas J. Tisch
By /S/ ROBERT A. RIECKER * Robert A. Riecker
EXHIBIT INDEX
3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K, dated March 24, 2005, filed on March 24, 2005 (File No. 000-51217)).
3.2 Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to Registrant's Current Report on Form 8-K, dated January 22, 2014, filed on January 24, 2014 (File No. 000-51217)). 4.1 Registrant hereby agrees to furnish to the Commission, upon request, the instruments defining the
rights of holders of each issue of long-term debt of Registrant and its consolidated subsidiaries. 4.2 Indenture, dated as of October 12, 2010, among Sears Holdings Corporation, the guarantors party
thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent (incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K, dated October 12, 2010, filed on October 15, 2010 (File No. 000-51217)).
4.3 Security Agreement, dated as of October 12, 2010, among Sears Holdings Corporation, the guarantors
party thereto and Wells Fargo Bank, National Association, as Collateral Agent (incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K, dated October 12, 2010, filed on October 15, 2010 (File No. 000-51217)).
4.4 Intercreditor Agreement, dated as of October 12, 2010, among Bank of America, N.A., Wells Fargo
Retail Finance, LLC and General Electric Capital Corporation, as ABL Agents, and Wells Fargo Bank, National Association, as Second Lien Agent (incorporated by reference to Exhibit 4.3 to Registrant's Current Report on Form 8-K, dated October 12, 2010, filed on October 15, 2010 (File No.
000-51217)).
4.5 Registration Rights Agreement, dated as of October 12, 2010, by and among Sears Holdings
Corporation and the guarantors party thereto and Banc of America Securities LLC (incorporated by reference to Exhibit 4.4 to Registrant's Current Report on Form 8-K, dated October 12, 2010, filed on October 15, 2010 (File No. 000-51217)).
4.6 Registration Rights Agreement, dated as of October 12, 2010, by and among Sears Holdings
Corporation and the guarantors party thereto, Sears Holdings Corporation Investment Committee on behalf of the Sears Holdings Pension Plan and Sears Holdings Pension Trust (incorporated by reference to Exhibit 4.5 to Registrant's Current Report on Form 8-K, dated October 12, 2010, filed on October 15, 2010 (File No. 000-51217)).
10.1 Guarantee executed by Sears, Roebuck and Co. under the Indenture, dated as of May 15, 1995,
between Sears Roebuck Acceptance Corp. and JP Morgan Chase Bank (successor to The Chase Manhattan Bank, N.A.), as supplemented by the First Supplemental Indenture, dated as of
November 3, 2003 (incorporated by reference to Exhibit 4(g) to Sears Roebuck Acceptance Corp.'s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2003 (File No. 1-4040)). 10.2 Guarantee executed by Sears, Roebuck and Co. under the Indenture, dated as of October 1, 2002,
between Sears Roebuck Acceptance Corp. and BNY Midwest Trust Company, as supplemented by the First Supplemental Indenture, dated as of November 3, 2003 (incorporated by reference to Exhibit 4(h) to Sears Roebuck Acceptance Corp.'s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2003 (File No. 1-4040)).
10.3 Guarantee dated as of November 3, 2003 by Sears, Roebuck and Co. of the commercial paper master
notes of Sears Roebuck Acceptance Corp. (incorporated by reference to Exhibit 10.38 to Sears, Roebuck and Co.'s Annual Report on Form 10-K for the fiscal year ended January 3, 2004 (File No. 1-416)).
10.4 Second Amended and Restated Credit Agreement, dated as of April 8, 2011, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp., Kmart Corporation, the lenders party thereto, Wells Fargo Bank, National Association and General Electric Capital Corporation, as Co-Collateral Agents, Wells Fargo Capital Finance, LLC and General Electric Capital Corporation, as Co-Syndication Agents, Barclays Bank PLC, JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc. as Co- Documentation Agents, and Bank of America, N.A. as Agent, Co-Collateral Agent and Swingline Lender (incorporated by reference to Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2011 (File No. 000-51217)). (1)
10.5 First Amendment to the Second Amended and Restated Credit Agreement, dated as of October 2, 2013,
between Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, the Revolving Lenders party thereto, the Term Lenders party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10 to Registrant’s Current Report on Form 8-K dated October 2, 2013, filed on October 2, 2013 (File No. 000-51217)).
10.6 Second Amended and Restated Guarantee and Collateral Agreement, dated as of April 8, 2011, 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., Wells Fargo Bank, National Association and General Electric Capital Corporation, as Co-Collateral Agents (incorporated by reference to Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2011 (File No. 000-51217)). 10.7 Purchase, Sale and Servicing Transfer Agreement, dated as of July 15, 2003, by and among Sears,
Roebuck and Co., certain subsidiaries of Sears, Roebuck and Co. and Citicorp (incorporated by reference to Exhibit 10.1 to Sears, Roebuck and Co.'s Current Report on Form 8-K, dated July 15, 2003, filed on July 17, 2003 (File No. 1-416)).
10.8 Amendment No. 1, dated as of November 3, 2003, to the Purchase, Sale and Servicing Transfer
Agreement, by and among Sears, Roebuck and Co., certain subsidiaries of Sears, Roebuck and Co. and Citicorp (incorporated by reference to Exhibit 2(b) to Sears, Roebuck and Co.'s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2003 (File No. 1-416)).
10.9 Amended and Restated Program Agreement, dated as of July 15, 2003, amended and restated as of
November 3, 2003, by and between Sears, Roebuck and Co., Sears Intellectual Property Management Company and Citibank (USA) N.A. (incorporated by reference to Exhibit 10(a) to Sears, Roebuck and Co.'s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2003 (File No. 1-416).
10.10 Terms Sheet For Revision of Program Agreement Between Sears, Roebuck and Co. and Citibank USA,
N.A., dated April 29, 2005 (incorporated by reference to Exhibit 10.40 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2005 (File No. 000-51217)).
10.11 Sears Holdings Corporation Director Compensation Program, as amended (incorporated by reference
to Exhibit 10.5 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended May 1, 2010 (File No. 000-51217)).**
10.12 Sears Holdings Corporation 2006 Stock Plan, as amended (incorporated by reference to Appendix C to
Registrant's Proxy Statement dated March 15, 2006 (File No. 00051217)).**
10.13 Sears Holdings Corporation 2013 Stock Plan (incorporated by reference to Appendix A to Registrant's Proxy Statement dated March 28, 2013 (File No. 00051217)).**
10.14 Sears Holdings Corporation Amended and Restated Umbrella Incentive Program (incorporated by
reference to Appendix C to Registrant's Proxy Statement dated March 28, 2013 (File No. 00051217)).**
10.15 Amendment to the Performance Measures under the Amended and Restated Sears Holdings
Corporation Umbrella Incentive Program (incorporated by reference to Appendix B to Registrant's Proxy Statement dated March 28, 2013 (File No. 00051217)).**
10.16 Form of Sears Holdings Corporation Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2011 (File No. 000-51217)).**
*10.17 Form of Sears Holdings Corporation Restricted Stock Award Agreement: Terms and Conditions.**
*10.18 Form of Sears Holdings Corporation Restricted Stock Unit Award Agreement: Terms and
Conditions.**
10.19 Form of Cash Right - Addendum to Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.17 to Registrant's Annual Report on Form 10-K for the fiscal year ended January 28, 2012 (the “2011 10-K”)).**
10.20 Form of Cash Award - Addendum to Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.1 to Registrant's Current Report on Form 8-K, dated September 28, 2012, filed on September 28, 2012 (File No. 000-51217)).**
10.21 Form of Cash Award - Addendum to Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.1 to Registrant's Current Report on Form 8-K, dated November 30, 2012, filed on November 30, 2012 (File No. 000-51217)).**
10.22 Form of LTIP Award Agreement (incorporated by reference to Exhibit 10.45 to the 2006 10-K) (File
No. 000-51217).**
10.23 Sears Holdings Corporation Long-Term Incentive Program, effective April 27, 2011 (incorporated by
reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2011 (File No. 000-51217)).**
10.24 2012 Additional Definitions under the Sears Holdings Corporation Long-Term Incentive Program
(incorporated by reference to Exhibit 99.1 to Registrant's Current Report on Form 8-K, dated September 15, 2012, filed on September 20, 2012 (File No. 000-51217)).**
10.25 2013 Additional Definitions under Sears Holdings Corporation Long-Term Incentive Program
(Amended and Restated Effective February 12, 2013) (incorporated by reference to Exhibit 10.3 to Registrant's Current Report on Form 8-K, dated February 12, 2013, filed on February 19, 2013 (File No. 000-51217)).**
10.26 Sears Holdings Corporation Cash Long-Term Incentive Plan (Effective February 12, 2013)
(incorporated by reference to Exhibit 10.4 to Registrant's Current Report on Form 8-K, dated February 12, 2013, filed on February 19, 2013 (File No. 000-51217)).**
10.27 Sears Holdings Corporation Annual Incentive Plan (Amended and Restated Effective February 12,
2013) (incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K, dated February 12, 2013, filed on February 19, 2013 (File No. 000-51217)).**
10.28 2013 Additional Definitions under Sears Holdings Corporation Annual Incentive Plan (Amended and
Restated Effective February 12, 2013) (incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K, dated February 12, 2013, filed on February 19, 2013 (File No. 000-51217)).**
*10.29 Form of Executive Severance Agreement**
10.30 Form of letter from Registrant to Edward S. Lampert relating to employment dated March 18, 2013
(incorporated by reference to Exhibit 10.30 to Registrant's Annual Report on Form 10-K for the fiscal year ended February 2, 2013 (the “2012 10-K”)).**
*10.31 Letter from Registrant to Jeffrey A. Balagna relating to employment dated April 26, 2013.** 10.32 Letter from Registrant to Ronald D. Boire relating to employment dated February 10, 2012
(incorporated by reference to Exhibit 10.38 to the 2011 10-K).**
10.33 Executive Severance Agreement, dated and effective as of January 8, 2012, between Sears Holdings Corporation and its affiliates and subsidiaries and Ronald D. Boire (incorporated by reference to Exhibit 10.39 to the 2011 10-K).**(1)
10.34 Letter from Registrant to Imran Jooma relating to employment dated December 20, 2011(incorporated by reference to Exhibit 10.35 to the 2012 10-K).**
10.35 Letter from Registrant to Imran Jooma relating to employment dated February 5, 2013 (incorporated by reference to Exhibit 10.36 to the 2012 10-K).**
10.36 Letter from Registrant to Robert A. Schriesheim relating to employment dated August 15, 2011
(incorporated by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2011(File No. 000-51217)).**
10.37 Executive Severance Agreement, dated and effective as of August 16, 2011, between Sears Holdings
Corporation and its affiliates and subsidiaries and Robert A. Schriesheim (incorporated by reference to Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2011 (File No. 000-51217)).**(1)
*12 Computation of ratio of earnings to fixed charges for Registrant and consolidated subsidiaries.
*21 Subsidiaries of the Registrant.
*23 Consent of Deloitte & Touche LLP.
*24 Powers of Attorney of certain officers and directors of Registrant.
*31.1 Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.2 Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following financial information from the Annual Report on Form 10-K for the year ended
February 1, 2014, formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Statements of Operations for the years ended February 1, 2014, February 2, 2013 and January 28, 2012; (ii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended February 1, 2014, February 2, 2013 and January 28, 2012; (iii) the Consolidated Balance Sheets at February 1, 2014 and February 2, 2013; (iv) the Consolidated Statements of Cash Flows for the years ended February 1, 2014, February 2, 2013 and January 28, 2012; (v) the Consolidated Statements of Equity for the years ended February 1, 2014, February 2, 2013 and January 28, 2012; and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
__________________
* Filed herewith
** A management contract or compensatory plan or arrangement required to be filed as an exhibit to this report pursuant to Item 15(b) of Form 10-K.
(1) Confidential treatment was granted as to omitted portions of this Exhibit. The omitted material has been filed separately with the Securities and Exchange Commission.