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. 36)*

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)

November 26, 2012

(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) þ (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 22,251,306
		(8)	Shared voting power 0
		(9)	Sole dispositive power 22,251,306
		(10)	Shared dispositive power 18,570,383
(11)	Aggregate amount beneficially owned by each reporting person 40,821,689
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 33.5% (1)
(14)	Type of reporting person (see instructions) PN

(1)	Based upon 121,762,984 shares of common stock outstanding as of October 23, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 that was filed by the Issuer with the Securities and Exchange Commission on October 25, 2012.


CUSIP No. 05329W102


(1)	Names of reporting persons. ESL Investors, L.L.C.
(2)	Check the appropriate box if a member of a group (see instructions) (a) þ (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 3,173,029
		(8)	Shared voting power 0
		(9)	Sole dispositive power 3,173,029
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 3,173,029
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 2.6% (1)
(14)	Type of reporting person (see instructions) OO

(1)	Based upon 121,762,984 shares of common stock outstanding as of October 23, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 that was filed by the Issuer with the Securities and Exchange Commission on October 25, 2012.


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) þ (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 1,833,384
		(8)	Shared voting power 0
		(9)	Sole dispositive power 1,833,384
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 1,833,384
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 1.5% (1)
(14)	Type of reporting person (see instructions) PN

(1)	Based upon 121,762,984 shares of common stock outstanding as of October 23, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 that was filed by the Issuer with the Securities and Exchange Commission on October 25, 2012.


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) þ (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 2,357,832
		(8)	Shared voting power 0
		(9)	Sole dispositive power 2,357,832
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 2,357,832
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 1.9% (1)
(14)	Type of reporting person (see instructions) PN

(1)	Based upon 121,762,984 shares of common stock outstanding as of October 23, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 that was filed by the Issuer with the Securities and Exchange Commission on October 25, 2012.


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) þ (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 29,615,551
		(8)	Shared voting power 0
		(9)	Sole dispositive power 29,615,551
		(10)	Shared dispositive power 18,570,383
(11)	Aggregate amount beneficially owned by each reporting person 48,185,934
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 39.6% (1)
(14)	Type of reporting person (see instructions) PN

(1)	Based upon 121,762,984 shares of common stock outstanding as of October 23, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 that was filed by the Issuer with the Securities and Exchange Commission on October 25, 2012.


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) þ (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 6,417
		(8)	Shared voting power 0
		(9)	Sole dispositive power 6,417
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 6,417
(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 121,762,984 shares of common stock outstanding as of October 23, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 that was filed by the Issuer with the Securities and Exchange Commission on October 25, 2012.


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) þ (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 6,417
		(8)	Shared voting power 0
		(9)	Sole dispositive power 6,417
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 6,417
(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 121,762,984 shares of common stock outstanding as of October 23, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 that was filed by the Issuer with the Securities and Exchange Commission on October 25, 2012.


CUSIP No. 05329W102


(1)	Names of reporting persons. CBL Partners, L.P.
(2)	Check the appropriate box if a member of a group (see instructions) (a) þ (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 4,995,402
		(8)	Shared voting power 0
		(9)	Sole dispositive power 4,995,402
		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 4,995,402
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 4.1% (1)
(14)	Type of reporting person (see instructions) PN

(1)	Based upon 121,762,984 shares of common stock outstanding as of October 23, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 that was filed by the Issuer with the Securities and Exchange Commission on October 25, 2012.


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) þ (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 34,617,370
		(8)	Shared voting power 0
		(9)	Sole dispositive power 34,617,370
		(10)	Shared dispositive power 18,570,383
(11)	Aggregate amount beneficially owned by each reporting person 53,187,753
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 43.7% (1)
(14)	Type of reporting person (see instructions) CO

(1)	Based upon 121,762,984 shares of common stock outstanding as of October 23, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 that was filed by the Issuer with the Securities and Exchange Commission on October 25, 2012.


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) þ (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 53,187,753
		(8)	Shared voting power 0
		(9)	Sole dispositive power 34,617,370
		(10)	Shared dispositive power 18,570,383
(11)	Aggregate amount beneficially owned by each reporting person 53,187,753
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
(13)	Percent of class represented by amount in Row (11) 43.7% (1)
(14)	Type of reporting person (see instructions) IN

(1)	Based upon 121,762,984 shares of common stock outstanding as of October 23, 2012, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 that was filed by the Issuer with the Securities and Exchange Commission on October 25, 2012.

This Amendment No. 36 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”), ESL Investors, L.L.C., a Delaware limited liability company (“Investors”), 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”), CBL Partners, L.P., a Delaware limited partnership (“CBL”), 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 (i) recent open market sales of Shares by certain Filing Persons, (ii) a distribution of Shares by ESL on a pro rata basis to limited partners that elected to redeem all or a portion of their limited partnership interests in ESL in 2012 and (iii) a distribution of Shares by Investors to its sole investment member.

Item 2. Identity and Background.

Item 2(c) is hereby amended and restated in its entirety as follows:

“(c) The principal business of each of the Filing Persons is purchasing, holding and selling securities for investment purposes. RBS is the general partner of ESL, SPE II and SPE Master II and the manager of Investors. RBSIM is the general partner of Institutional. Investments is the general partner of RBS, the general partner of CBL and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments. Each of the Filing Persons may also serve as general partner or managing member of certain other entities engaged in the purchasing, holding and selling of securities for investment purposes.”

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 November 28, 2012, 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.		40,821,689	(1)		33.5	%		22,251,306		0		22,251,306		18,570,383	(1)
ESL Investors, L.L.C.		3,173,029			2.6	%		3,173,029		0		3,173,029		0
SPE II Partners, LP		1,833,384			1.5	%		1,833,384		0		1,833,384		0


SPE Master II, LP	2,357,832		1.9	%	2,357,832		0	2,357,832		0
RBS Partners, L.P.	48,185,934	(1)(2)	39.6	%	29,615,551	(2)	0	29,615,551	(2)	18,570,383	(1)
ESL Institutional Partners, L.P.	6,417		0.0	%	6,417		0	6,417		0
RBS Investment Management, L.L.C.	6,417	(3)	0.0	%	6,417	(3)	0	6,417	(3)	0
CBL Partners, L.P.	4,995,402		4.1	%	4,995,402		0	4,995,402		0
ESL Investments, Inc.	53,187,753	(1)(4)	43.7	%	34,617,370	(4)	0	34,617,370	(4)	18,570,383	(1)
Edward S. Lampert	53,187,753	(1)(5)	43.7	%	53,187,753	(1)(5)	0	34,617,370	(5)	18,570,383	(1)

(1)

This number includes 18,570,383 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 22,251,306 Shares held by ESL, 3,173,029 Shares held in an account established by the sole investment member of Investors, 1,833,384 Shares held by SPE II and 2,357,832 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. RBS is the manager of, and may be deemed to indirectly beneficially own securities owned by, Investors.

(3)	This number includes 6,417 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 22,251,306 Shares held by ESL, 3,173,029 Shares held in an account established by the sole investment member of Investors, 1,833,384 Shares held by SPE II, 2,357,832 Shares held by SPE Master II, 6,417 Shares held by Institutional and 4,995,402 Shares held by CBL. Investments is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS and CBL. Investments is the manager of, and may be deemed to indirectly beneficially own securities owned by, RBSIM.

(5)

This number includes 22,251,306 Shares held by ESL, 3,173,029 Shares held in an account established by the sole investment member of Investors, 1,833,384 Shares held by SPE II, 2,357,832 Shares held by SPE Master II, 6,417 Shares held by Institutional, and 4,995,402 Shares held by CBL. 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).

99.2		Letter Agreement, dated as of January 28, 2009, by and among AutoNation, Inc., Toyota Motor Sales, U.S.A., Inc. and ESL Investments, Inc. and certain investment affiliates of ESL Investments, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by AutoNation Inc. with the Securities and Exchange Commission on January 29, 2009).

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).

99.5		Amendment, dated November 23, 2009, to the Letter Agreement, dated as of January 28, 2009, by and among AutoNation, Inc., Toyota Motor Sales, U.S.A., Inc. and ESL Investments, Inc. and certain investment affiliates of ESL Investments, Inc. (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 November 23, 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).

99.7		Second Extension Agreement, dated December 16, 2010, among AutoNation, Inc., Toyota Motor Sales, U.S.A., Inc. and ESL Investments, Inc. and certain investment affiliates of ESL Investments, Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by AutoNation, Inc. with the Securities and Exchange Commission on December 17, 2010).

99.8		Joint Filing Agreement (incorporated by reference to Exhibit 99.9 to the Amendment to Schedule 13D filed on July 5, 2012).”

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: November 28, 2012	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

	ESL INVESTORS, L.L.C.

	By: RBS Partners, L.P., as its manager

	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

		CBL 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 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).

99.2		Letter Agreement, dated as of January 28, 2009, by and among AutoNation, Inc., Toyota Motor Sales, U.S.A., Inc. and ESL Investments, Inc. and certain investment affiliates of ESL Investments, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by AutoNation Inc. with the Securities and Exchange Commission on January 29, 2009).

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).

99.5		Amendment, dated November 23, 2009, to the Letter Agreement, dated as of January 28, 2009, by and among AutoNation, Inc., Toyota Motor Sales, U.S.A., Inc. and ESL Investments, Inc. and certain investment affiliates of ESL Investments, Inc. (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 November 23, 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).

99.7		Second Extension Agreement, dated December 16, 2010, among AutoNation, Inc., Toyota Motor Sales, U.S.A., Inc. and ESL Investments, Inc. and certain investment affiliates of ESL Investments, Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by AutoNation, Inc. with the Securities and Exchange Commission on December 17, 2010).

99.8		Joint Filing Agreement (incorporated by reference to Exhibit 99.9 to the Amendment to Schedule 13D filed on July 5, 2012).

ANNEX B

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


Entity	Date of Transaction	Nature of Transaction	Number of Shares of Common Stock		Price per Share ($)
ESL Partners, L.P.	10/31/2012	Open Market Sales		189,792	$	44.44	(1)
ESL Investors, L.L.C.	10/31/2012	Open Market Sales		25,302	$	44.44	(1)
SPE II Partners, LP	10/31/2012	Open Market Sales		7,435	$	44.44	(1)
SPE Master II, LP	10/31/2012	Open Market Sales		9,561	$	44.44	(1)
ESL Institutional Partners, L.P.	10/31/2012	Open Market Sales		26	$	44.44	(1)
CBL Partners, L.P.	10/31/2012	Open Market Sales		20,257	$	44.44	(1)
Edward S. Lampert	10/31/2012	Open Market Sales		13,527	$	44.44	(1)
ESL Partners, L.P.	11/01/2012	Open Market Sales		236,259	$	44.31	(2)
ESL Investors, L.L.C.	11/01/2012	Open Market Sales		31,497	$	44.31	(2)
SPE II Partners, LP	11/01/2012	Open Market Sales		9,255	$	44.31	(2)
SPE Master II, LP	11/01/2012	Open Market Sales		11,902	$	44.31	(2)
ESL Institutional Partners, L.P.	11/01/2012	Open Market Sales		32	$	44.31	(2)
CBL Partners, L.P.	11/01/2012	Open Market Sales		25,216	$	44.31	(2)
Edward S. Lampert	11/01/2012	Open Market Sales		16,839	$	44.31	(2)
ESL Partners, L.P.	11/02/2012	Open Market Sales		152,962	$	43.87	(3)
ESL Investors, L.L.C.	11/02/2012	Open Market Sales		20,392	$	43.87	(3)
SPE II Partners, LP	11/02/2012	Open Market Sales		5,992	$	43.87	(3)
SPE Master II, LP	11/02/2012	Open Market Sales		7,706	$	43.87	(3)
ESL Institutional Partners, L.P.	11/02/2012	Open Market Sales		21	$	43.87	(3)
CBL Partners, L.P.	11/02/2012	Open Market Sales		16,326	$	43.87	(3)
Edward S. Lampert	11/02/2012	Open Market Sales		10,902	$	43.87	(3)
ESL Partners, L.P.	11/02/2012	Open Market Sales		23,269	$	44.54	(4)
ESL Investors, L.L.C.	11/02/2012	Open Market Sales		3,102	$	44.54	(4)
SPE II Partners, LP	11/02/2012	Open Market Sales		911	$	44.54	(4)
SPE Master II, LP	11/02/2012	Open Market Sales		1,172	$	44.54	(4)
ESL Institutional Partners, L.P.	11/02/2012	Open Market Sales		3	$	44.54	(4)
CBL Partners, L.P.	11/02/2012	Open Market Sales		2,483	$	44.54	(4)
Edward S. Lampert	11/02/2012	Open Market Sales		1,659	$	44.54	(4)
ESL Partners, L.P.	11/06/2012	Open Market Sales		60,117	$	43.49	(5)
ESL Investors, L.L.C.	11/06/2012	Open Market Sales		8,014	$	43.49	(5)
SPE II Partners, LP	11/06/2012	Open Market Sales		2,355	$	43.49	(5)
SPE Master II, LP	11/06/2012	Open Market Sales		3,028	$	43.49	(5)
ESL Institutional Partners, L.P.	11/06/2012	Open Market Sales		8	$	43.49	(5)
CBL Partners, L.P.	11/06/2012	Open Market Sales		6,416	$	43.49	(5)
Edward S. Lampert	11/06/2012	Open Market Sales		4,285	$	43.49	(5)
ESL Partners, L.P.	11/07/2012	Open Market Sales		134,153	$	42.23	(6)
ESL Investors, L.L.C.	11/07/2012	Open Market Sales		17,884	$	42.23	(6)
SPE II Partners, LP	11/07/2012	Open Market Sales		5,255	$	42.23	(6)
SPE Master II, LP	11/07/2012	Open Market Sales		6,759	$	42.23	(6)


ESL Institutional Partners, L.P.	11/07/2012	Open Market Sales	19	$	42.23	(6)
CBL Partners, L.P.	11/07/2012	Open Market Sales	14,319	$	42.23	(6)
Edward S. Lampert	11/07/2012	Open Market Sales	9,562	$	42.23	(6)
ESL Partners, L.P.	11/07/2012	Open Market Sales	2,392	$	43.15	(7)
ESL Investors, L.L.C.	11/07/2012	Open Market Sales	319	$	43.15	(7)
SPE II Partners, LP	11/07/2012	Open Market Sales	94	$	43.15	(7)
SPE Master II, LP	11/07/2012	Open Market Sales	120	$	43.15	(7)
CBL Partners, L.P.	11/07/2012	Open Market Sales	255	$	43.15	(7)
Edward S. Lampert	11/07/2012	Open Market Sales	170	$	43.15	(7)
ESL Partners, L.P.	11/08/2012	Open Market Sales	70	$	42.00
ESL Investors, L.L.C.	11/08/2012	Open Market Sales	10	$	42.00
SPE II Partners, LP	11/08/2012	Open Market Sales	3	$	42.00
SPE Master II, LP	11/08/2012	Open Market Sales	4	$	42.00
CBL Partners, L.P.	11/08/2012	Open Market Sales	8	$	42.00
Edward S. Lampert	11/08/2012	Open Market Sales	5	$	42.00
ESL Partners, L.P.	11/26/2012	Pro Rata Distribution to Redeeming Limited Partners	9,317,556	$	0.00
ESL Investors, L.L.C.	11/26/2012	Distribution to Sole Investment Member	3,066,509	$	0.00

(1)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $44.15 to $44.75 per Share. The Filing Person 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 $44.20 to $44.55 per Share. The Filing Person 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 $43.40 to $44.39 per Share. The Filing Person 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 $44.40 to $44.72 per Share. The Filing Person undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(5)

(6)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $42.00 to $42.97 per Share. The Filing Person 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 $43.00 to $43.25 per Share. The Filing Person undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.