Edgar Filing: AUTONATION, INC.

SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 41) *

AutoNation, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

05329W102

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 17, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 05329W102


1.	Names of Reporting Persons. ESL Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 12,200,419
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 12,200,419
		10.	Shared Dispositive Power 14,740,996
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 26,941,415
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 22.1% (1)
14.	Type of Reporting Person (See Instructions) PN

(1)	Based upon 121,812,200 shares of common stock outstanding as of October 23, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, that was filed by the Issuer with the Securities and Exchange Commission on October 24, 2013.


CUSIP No. 05329W102


1.	Names of Reporting Persons. SPE II Partners, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 1,556,994
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 1,556,994
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,556,994
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 1.3%(1)
14.	Type of Reporting Person (See Instructions) PN

(1)	Based upon 121,812,200 shares of common stock outstanding as of October 23, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, that was filed by the Issuer with the Securities and Exchange Commission on October 24, 2013.


CUSIP No. 05329W102


1.	Names of Reporting Persons. SPE Master II, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 2,002,381
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 2,002,381
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,002,381
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 1.6% (1)
14.	Type of Reporting Person (See Instructions) PN

(1)	Based upon 121,812,200 shares of common stock outstanding as of October 23, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, that was filed by the Issuer with the Securities and Exchange Commission on October 24, 2013.


CUSIP No. 05329W102


1.	Names of Reporting Persons. RBS Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 15,759,794
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 15,759,794
		10.	Shared Dispositive Power 14,740,996
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 30,500,790
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 25.0%(1)
14.	Type of Reporting Person (See Instructions) PN

(1)	Based upon 121,812,200 shares of common stock outstanding as of October 23, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, that was filed by the Issuer with the Securities and Exchange Commission on October 24, 2013.


CUSIP No. 05329W102


1.	Names of Reporting Persons. ESL Institutional Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 5,449
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 5,449
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,449
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0.0% (1)
14.	Type of Reporting Person (See Instructions) PN

(1)	Based upon 121,812,200 shares of common stock outstanding as of October 23, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, that was filed by the Issuer with the Securities and Exchange Commission on October 24, 2013.


CUSIP No. 05329W102


1.	Names of Reporting Persons. RBS Investment Management, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 5,449
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 5,449
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,449
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 0.0% (1)
14.	Type of Reporting Person (See Instructions) OO

(1)	Based upon 121,812,200 shares of common stock outstanding as of October 23, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, that was filed by the Issuer with the Securities and Exchange Commission on October 24, 2013.


CUSIP No. 05329W102


1.	Names of Reporting Persons. ESL Investments, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 15,765,243
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 15,765,243
		10.	Shared Dispositive Power 14,740,996
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 30,506,239
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 25.0% (1)
14.	Type of Reporting Person (See Instructions) CO

(1)	Based upon 121,812,200 shares of common stock outstanding as of October 23, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, that was filed by the Issuer with the Securities and Exchange Commission on October 24, 2013.


CUSIP No. 05329W102


1.	Names of Reporting Persons. Edward S. Lampert
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 30,506,239
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 15,765,243
		10.	Shared Dispositive Power 14,740,996
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 30,506,239
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 25.0% (1)
14.	Type of Reporting Person (See Instructions) IN

(1)	Based upon 121,812,200 shares of common stock outstanding as of October 23, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, that was filed by the Issuer with the Securities and Exchange Commission on October 24, 2013.

This Amendment No. 41 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (the “Shares”), of AutoNation, Inc., a Delaware corporation (the “Issuer”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“ESL”), SPE II Partners, LP, a Delaware limited partnership (“SPE II”), SPE Master II, LP, a Delaware limited partnership (“SPE Master II”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), ESL Investments, Inc., a Delaware corporation (“Investments”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission.

The Filing Persons are filing this Amendment to report recent open market sales of Shares by SPE II, SPE Master II, Institutional, ESL and Mr. Lampert.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

“(a)-(b) Each Filing Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Filing Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Filing Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

As of December 18, 2013, the Filing Persons may be deemed to beneficially own the Shares set forth in the table below.


FILING PERSON	NUMBER OF SHARES BENEFICIALLY OWNED		PERCENTAGE OF OUTSTANDING SHARES		SOLE VOTING POWER		SHARED VOTING POWER		SOLE DISPOSITIVE POWER		SHARED DISPOSITIVE POWER
ESL Partners, L.P.		26,941,415(1)		22.1%		12,200,419		0		12,200,419		14,740,996(1)
SPE II Partners, LP		1,556,994		1.3%		1,556,994		0		1,556,994		0
SPE Master II, LP		2,002,381		1.6%		2,002,381		0		2,002,381		0
RBS Partners, L.P.		30,500,790(1)(2)		25.0%		15,759,794(2)		0		15,759,794(2)		14,740,996(1)
ESL Institutional Partners, L.P.		5,449		0.0%		5,449		0		5,449		0
RBS Investment Management, L.L.C.		5,449(3)		0.0%		5,449(3)		0		5,449(3)		0
ESL Investments, Inc.		30,506,239(1)(4)		25.0%		15,765,243(4)		0		15,765,243(4)		14,740,996(1)
Edward S. Lampert		30,506,239(1)(5)		25.0%		30,506,239(1)(5)		0		15,765,243(5)		14,740,996(1)

(1)

This number includes 14,740,996 Shares held by Mr. Lampert. ESL has entered into a Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned by Mr. Lampert. Pursuant to the Lock-Up Agreement, ESL may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities owned by Mr. Lampert. RBS, Investments and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.

(2)	This number includes 12,200,419 Shares held by ESL, 1,556,994 Shares held by SPE II and 2,002,381 Shares held by SPE Master II. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, ESL, SPE II and SPE Master II.

(3)	This number includes 5,449 Shares held by Institutional. RBSIM is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Institutional.

(4)

This number includes 12,200,419 Shares held by ESL, 1,556,994 Shares held by SPE II, 2,002,381 Shares held by SPE Master II and 5,449 Shares held by Institutional. Investments is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. Investments is the manager of, and may be deemed to indirectly beneficially own securities owned by, RBSIM.

(5)

This number includes 12,200,419 Shares held by ESL, 1,556,994 Shares held by SPE II, 2,002,381 Shares held by SPE Master II and 5,449 Shares held by Institutional. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, Investments.

(c)	Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on that were effected by the Filing Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d)	Not applicable.

(e)	Not applicable.”

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:


Exhibit		Description of Exhibit

99.1		Tender Offer Letter Agreement, dated March 6, 2006, from ESL Investments, Inc. to AutoNation, Inc. (incorporated by reference to Exhibit 2 to the Amendment to Schedule 13D filed on March 7, 2006).

99.3		Letter Agreement, dated as of January 28, 2009, by and among AutoNation, Inc., American Honda Motor Co., Inc. and ESL Investments, Inc. (on behalf of itself and its affiliates) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by AutoNation Inc. with the Securities and Exchange Commission on January 29, 2009).

99.4		Letter Agreement, dated as of January 28, 2009, by and between AutoNation, Inc. and ESL Investments, Inc. (on behalf of itself and its affiliates) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by AutoNation Inc. with the Securities and Exchange Commission on January 29, 2009).

99.6		Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 7 to the Amendment to Schedule 13D filed on June 2, 2010).

99.9		Joint Filing Agreement (incorporated by reference to Exhibit 99.9 to the Amendment to Schedule 13D filed on October 30, 2013).”

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: December 18, 2013	ESL PARTNERS, L.P.

	By: RBS Partners, L.P., as its general partner

	By: ESL Investments, Inc., as its general partner

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer

	SPE II PARTNERS, LP

	By: RBS Partners, L.P., as its general partner

	By: ESL Investments, Inc., as its general partner

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer

	SPE MASTER II, LP

	By: RBS Partners, L.P., as its general partner

	By: ESL Investments, Inc., as its general partner

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer

	RBS PARTNERS, L.P.

	By: ESL Investments, Inc., as its general partner

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer

	ESL INSTITUTIONAL PARTNERS, L.P.

	By: RBS Investment Management, L.L.C., as its general partner

	By: ESL Investments, Inc., as its manager

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer



		RBS INVESTMENT MANAGEMENT, L.L.C.

		By: ESL Investments, Inc., as its manager

		By:		/s/ Edward S. Lampert
		Name:		Edward S. Lampert
		Title:		Chief Executive Officer

		ESL INVESTMENTS, INC.

		By:		/s/ Edward S. Lampert
		Name:		Edward S. Lampert
		Title:		Chief Executive Officer

		EDWARD S. LAMPERT

		By:		/s/ Edward S. Lampert

EXHIBIT INDEX


Exhibit		Description of Exhibit

99.1		Tender Offer Letter Agreement, dated March 6, 2006, from ESL Investments, Inc. to AutoNation, Inc. (incorporated by reference to Exhibit 2 to the Amendment to Schedule 13D filed on March 7, 2006).

99.3		Letter Agreement, dated as of January 28, 2009, by and among AutoNation, Inc., American Honda Motor Co., Inc. and ESL Investments, Inc. (on behalf of itself and its affiliates) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by AutoNation Inc. with the Securities and Exchange Commission on January 29, 2009).

99.4		Letter Agreement, dated as of January 28, 2009, by and between AutoNation, Inc. and ESL Investments, Inc. (on behalf of itself and its affiliates) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by AutoNation Inc. with the Securities and Exchange Commission on January 29, 2009).

99.6		Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 7 to the Amendment to Schedule 13D filed on June 2, 2010).

99.9		Joint Filing Agreement (incorporated by reference to Exhibit 99.9 to the Amendment to Schedule 13D filed on October 30, 2013).

ANNEX A

The names, business addresses, present principal occupations, and citizenship of the directors and executive officers of ESL Investments, Inc. are set forth below. If no address is given, the director’s or executive officer’s principal business address is 1170 Kane Concourse, Suite 200, Bay Harbor, Florida 33154. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to ESL Investments, Inc.

Name and Business Address

Principal Occupation

Citizenship

Edward S. Lampert

Director, Chairman and Chief

Executive Officer

United States

ANNEX B

RECENT TRANSACTIONS BY THE FILING PERSONS IN THE SECURITIES OF AUTONATION, INC.


Entity	Date of Transaction	Description of Transaction	Shares Disposed		Price Per Share
Edward S. Lampert	11/18/2013	Open Market Sales		962	$	49.98	(1)
SPE Master II, LP	11/18/2013	Open Market Sales		680	$	49.98	(1)
SPE II Partners, LP	11/18/2013	Open Market Sales		529	$	49.98	(1)
ESL Institutional Partners, L.P.	11/18/2013	Open Market Sales		2	$	49.98	(1)
ESL Partners, L.P.	11/18/2013	Open Market Sales		8,185	$	49.98	(1)
Edward S. Lampert	11/19/2013	Open Market Sales		65	$	49.25	(2)
SPE Master II, LP	11/19/2013	Open Market Sales		46	$	49.25	(2)
SPE II Partners, LP	11/19/2013	Open Market Sales		36	$	49.25	(2)
ESL Partners, L.P.	11/19/2013	Open Market Sales		553	$	49.25	(2)
Edward S. Lampert	11/21/2013	Open Market Sales		2,068	$	49.25	(3)
SPE Master II, LP	11/21/2013	Open Market Sales		1,462	$	49.25	(3)
SPE II Partners, LP	11/21/2013	Open Market Sales		1,136	$	49.25	(3)
ESL Institutional Partners, L.P.	11/21/2013	Open Market Sales		4	$	49.25	(3)
ESL Partners, L.P.	11/21/2013	Open Market Sales		17,597	$	49.25	(3)
Edward S. Lampert	11/22/2013	Open Market Sales		5,876	$	49.07	(4)
SPE Master II, LP	11/22/2013	Open Market Sales		4,153	$	49.07	(4)
SPE II Partners, LP	11/22/2013	Open Market Sales		3,229	$	49.07	(4)
ESL Institutional Partners, L.P.	11/22/2013	Open Market Sales		11	$	49.07	(4)
ESL Partners, L.P.	11/22/2013	Open Market Sales		50,004	$	49.07	(4)
Edward S. Lampert	11/25/2013	Open Market Sales		3,300	$	49.22	(5)
SPE Master II, LP	11/25/2013	Open Market Sales		2,333	$	49.22	(5)
SPE II Partners, LP	11/25/2013	Open Market Sales		1,814	$	49.22	(5)
ESL Institutional Partners, L.P.	11/25/2013	Open Market Sales		6	$	49.22	(5)
ESL Partners, L.P.	11/25/2013	Open Market Sales		28,086	$	49.22	(5)


Edward S. Lampert	11/26/2013	Open Market Sales	10,253	$	49.32	(6)
SPE Master II, LP	11/26/2013	Open Market Sales	2,978	$	49.32	(6)
SPE II Partners, LP	11/26/2013	Open Market Sales	2,316	$	49.32	(6)
ESL Institutional Partners, L.P.	11/26/2013	Open Market Sales	8	$	49.32	(6)
ESL Partners, L.P.	11/26/2013	Open Market Sales	29,815	$	49.32	(6)
Edward S. Lampert	11/27/2013	Open Market Sales	40,604	$	49.40	(7)
SPE Master II, LP	11/27/2013	Open Market Sales	6,564	$	49.40	(7)
SPE II Partners, LP	11/27/2013	Open Market Sales	5,104	$	49.40	(7)
ESL Institutional Partners, L.P.	11/27/2013	Open Market Sales	18	$	49.40	(7)
ESL Partners, L.P.	11/27/2013	Open Market Sales	47,710	$	49.40	(7)
Edward S. Lampert	11/29/2013	Open Market Sales	970	$	49.46	(8)
SPE Master II, LP	11/29/2013	Open Market Sales	172	$	49.46	(8)
SPE II Partners, LP	11/29/2013	Open Market Sales	134	$	49.46	(8)
ESL Partners, L.P.	11/29/2013	Open Market Sales	1,351	$	49.46	(8)
Edward S. Lampert	12/06/2013	Open Market Sales	4,455	$	50.61	(9)
SPE Master II, LP	12/06/2013	Open Market Sales	3,149	$	50.61	(9)
SPE II Partners, LP	12/06/2013	Open Market Sales	2,448	$	50.61	(9)
ESL Institutional Partners, L.P.	12/06/2013	Open Market Sales	9	$	50.61	(9)
ESL Partners, L.P.	12/06/2013	Open Market Sales	37,907	$	50.61	(9)
Edward S. Lampert	12/09/2013	Open Market Sales	14,462	$	50.73	(10)
SPE Master II, LP	12/09/2013	Open Market Sales	10,222	$	50.73	(10)
SPE II Partners, LP	12/09/2013	Open Market Sales	7,948	$	50.73	(10)
ESL Institutional Partners, L.P.	12/09/2013	Open Market Sales	28	$	50.73	(10)
ESL Partners, L.P.	12/09/2013	Open Market Sales	123,065	$	50.73	(10)
Edward S. Lampert	12/10/2013	Open Market Sales	23,217	$	50.56	(11)
SPE Master II, LP	12/10/2013	Open Market Sales	16,410	$	50.56	(11)
SPE II Partners, LP	12/10/2013	Open Market Sales	12,760	$	50.56	(11)


ESL Institutional Partners, L.P.	12/10/2013	Open Market Sales	45	$	50.56	(11)
ESL Partners, L.P.	12/10/2013	Open Market Sales	197,568	$	50.56	(11)
Edward S. Lampert	12/16/2013	Open Market Sales	38,809	$	50.20	(12)
SPE Master II, LP	12/16/2013	Open Market Sales	27,431	$	50.20	(12)
SPE II Partners, LP	12/16/2013	Open Market Sales	21,329	$	50.20	(12)
ESL Institutional Partners, L.P.	12/16/2013	Open Market Sales	75	$	50.20	(12)
ESL Partners, L.P.	12/16/2013	Open Market Sales	330,260	$	50.20	(12)
Edward S. Lampert	12/17/2013	Open Market Sales	9,287	$	49.75	(13)
SPE Master II, LP	12/17/2013	Open Market Sales	6,564	$	49.75	(13)
SPE II Partners, LP	12/17/2013	Open Market Sales	5,104	$	49.75	(13)
ESL Institutional Partners, L.P.	12/17/2013	Open Market Sales	18	$	49.75	(13)
ESL Partners, L.P.	12/17/2013	Open Market Sales	79,027	$	49.75	(13)

(1)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $49.90 to $50.07 per Share. The Filing Persons undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(2)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $49.21 to $49.28 per Share. The Filing Persons undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(3)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $49.25 to $49.27 per Share. The Filing Persons undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(4)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $49.05 to $49.28 per Share. The Filing Persons undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(5)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $49.20 to $49.29 per Share. The Filing Persons undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(6)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $49.20 to $49.56 per Share. The Filing Persons undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(7)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $49.40 to $49.43 per Share. The Filing Persons undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(8)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $49.40 to $49.49 per Share. The Filing Persons undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(9)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $50.55 to $50.94 per Share. The Filing Persons undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(10)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $50.40 to $51.09 per Share. The Filing Persons undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(11)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $50.30 to $51.00 per Share. The Filing Persons undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(12)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $49.98 to $50.62 per Share. The Filing Persons undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(13)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $49.45 to $50.20 per Share. The Filing Persons undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.