AUTONATION, INC. — Major Shareholding Notification 2014

Jun 5, 2014

SC 13D/A 1 d739500dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

**(Amendment No. 43) ***

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)

June 3, 2014

(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 9,008,575 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 9,008,575 |
| | 10. | Shared Dispositive Power 13,861,667 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 22,870,242 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 19.2% (1) | |
| 14. | Type of Reporting Person (See
Instructions) PN | |

(1) Based upon 119,394,566 shares of common stock outstanding as of April 16, 2014, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on April 18, 2014.

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 1,337,197 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 1,337,197 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,337,197 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 1.1% (1) | |
| 14. | Type of Reporting Person (See
Instructions) PN | |

(1) Based upon 119,394,566 shares of common stock outstanding as of April 16, 2014, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on April 18, 2014.

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 1,719,711 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 1,719,711 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,719,711 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 1.4% (1) | |
| 14. | Type of Reporting Person (See
Instructions) PN | |

(1) Based upon 119,394,566 shares of common stock outstanding as of April 16, 2014, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on April 18, 2014.

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 12,065,483 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 12,065,483 |
| | 10. | Shared Dispositive Power 13,861,667 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 25,927,150 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 21.7% (1) | |
| 14. | Type of Reporting Person (See
Instructions) PN | |

(1) Based upon 119,394,566 shares of common stock outstanding as of April 16, 2014, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on April 18, 2014.

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 4,679 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 4,679 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,679 | |
| 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 119,394,566 shares of common stock outstanding as of April 16, 2014, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on April 18, 2014.

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 4,679 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 4,679 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 4,679 | |
| 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 119,394,566 shares of common stock outstanding as of April 16, 2014, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on April 18, 2014.

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 12,070,162 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 12,070,162 |
| | 10. | Shared Dispositive Power 13,861,667 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 25,931,829 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 21.7% (1) | |
| 14. | Type of Reporting Person (See
Instructions) CO | |

(1) Based upon 119,394,566 shares of common stock outstanding as of April 16, 2014, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on April 18, 2014.

CUSIP No. 05329W102

| 1. | Names of
Reporting Persons. The Edward and Kinga Lampert Foundation | |
| --- | --- | --- |
| 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 Connecticut | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 267,946 |
| | 8. | Shared Voting Power 0 |
| | 9. | Sole Dispositive Power 267,946 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 267,946 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 0.2% (1) | |
| 14. | Type of Reporting Person (See
Instructions) OO | |

(1) Based upon 119,394,566 shares of common stock outstanding as of April 16, 2014, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on April 18, 2014.

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 25,931,829 |
| | 8. | Shared Voting Power 267,946 |
| | 9. | Sole Dispositive Power 12,070,162 |
| | 10. | Shared Dispositive Power 14,129,613 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 26,199,775 | |
| 12. | Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ | |
| 13. | Percent of Class Represented by Amount
in Row (11) 21.9% (1) | |
| 14. | Type of Reporting Person (See
Instructions) IN | |

(1) Based upon 119,394,566 shares of common stock outstanding as of April 16, 2014, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on April 18, 2014.

This Amendment No. 43 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: (i) add The Edward and Kinga Lampert Foundation, a Connecticut trust (the “ Foundation ”), as a Filing Person; (ii) report recent open market sales of Shares by SPE II, SPE Master II, Institutional, ESL and Mr. Lampert; and (iii) report a recent gift of Shares by Mr. Lampert to the Foundation.

Item 2. Identity and Background.

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

“(a) This Schedule 13D is being filed by ESL, SPE II, SPE Master II, RBS, Institutional, RBSIM, Investments, the Foundation and Edward S. Lampert by furnishing the information set forth below. ESL, SPE II, SPE Master II, RBS, Institutional, RBSIM, Investments, the Foundation and Mr. Lampert are collectively defined as the “Filing Persons.”

Attached as Annex A hereto and incorporated herein by reference is a list containing the (a) name, (b) citizenship, (c) present principal occupation or employment and (d) the name, principal business address of any corporation or other organization in which such employment is conducted, of each director and executive officer of Investments (the “ ESL Directors and Officers ”). Other than the ESL Directors and Officers, there are no persons or corporations controlling or ultimately in control of Investments.

(b) The principal place of business of each of the Filing Persons is 1170 Kane Concourse, Suite 200, Bay Harbor, Florida 33154.

(c) The principal business of each of the ESL Entities is purchasing, holding and selling securities for investment purposes. RBS is the general partner of ESL, SPE II and SPE Master II. RBSIM is the general partner of Institutional. Investments is the general partner of RBS and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments and Chairman and Chief Executive Officer of Sears Holdings Corporation. G. Mike Mikan, the Chief Financial Officer of Investments, also serves as a director of the Issuer. The principal business of the Foundation is managing and investing the trust estate and applying the net income and/or principal to or for charitable organizations. Mr. Lampert is a co-trustee of the Foundation. 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.

(d)-(e) During the last five years, none of the Filing Persons have been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or 2(e) of Schedule 13D.

(f) ESL, SPE II, SPE Master II, RBS, Institutional, RBSIM, and Investments are organized under the laws of the State of Delaware. The Foundation is formed under the laws of the State of Connecticut. Mr. Lampert is a United States citizen.”

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented to add the following information as of the date hereof:

“On June 3, 2014, the Foundation received a gift of 270,364 Shares from Mr. Lampert. No consideration was paid by the Foundation for these Shares.”

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 June 4, 2014, the Filing Persons may be deemed to beneficially own the Shares set forth in the table below.

FILING PERSON — ESL Partners, L.P.	22,870,242	(1)	19.2 %	9,008,575		0		9,008,575		13,861,667	(1)
SPE II Partners, LP	1,337,197		1.1 %	1,337,197		0		1,337,197		0
SPE Master II, LP	1,719,711		1.4 %	1,719,711		0		1,719,711		0
RBS Partners, L.P.	25,927,150	(1)(2)	21.7 %	12,065,483	(2)	0		12,065,483	(2)	13,861,667	(1)
ESL Institutional Partners, L.P.	4,679		0.0 %	4,679		0		4,679		0
RBS Investment Management, L.L.C.	4,679	(3)	0.0 %	4,679	(3)	0		4,679	(3)	0
ESL Investments, Inc.	25,931,829	(1)(4)	21.7 %	12,070,162	(4)	0		12,070,162	(4)	13,861,667	(1)
The Edward and Kinga Lampert Foundation	267,946		0.2 %	267,946		0		267,946		0
Edward S. Lampert	26,199,775	(1)(5)(6)	21.9 %	25,931,829	(1)(5)	267,946	(6)	12,070,162	(5)	14,129,613	(1)(6)

(1) This number includes 13,861,667 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 9,008,575 Shares held by ESL, 1,337,197 Shares held by SPE II and 1,719,711 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 4,679 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 9,008,575 Shares held by ESL, 1,337,197 Shares held by SPE II, 1,719,711 Shares held by SPE Master II and 4,679 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 9,008,575 Shares held by ESL, 1,337,197 Shares held by SPE II, 1,719,711 Shares held by SPE Master II, and 4,721 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.

(6) This number includes 267,946 Shares held by the Foundation. Mr. Lampert and his wife Kinga Keh Lampert are co-trustees of, and may be deemed to indirectly beneficially own securities owned by, the Foundation.

(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 (filed herewith).”

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: June 5, 2014
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
THE EDWARD AND KINGA LAMPERT FOUNDATION
By:	/s/ Edward S. Lampert
Name:	Edward S. Lampert
Title:	Trustee
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 (filed herewith).

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; Chairman and Chief Executive Officer of Sears Holdings Corporation	United States
G. Mike Mikan	President; Director of AutoNation, Inc.	United States
Harold Talisman	Chief Financial Officer	United States

ANNEX B

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

Entity	Date of Transaction	Description of Transaction		Price Per Share
Edward S. Lampert	06/03/2014	Open Market Sales	128,465	$ 57.80	(1)
SPE Master II, LP	06/03/2014	Open Market Sales	20,597	$ 57.80	(1)
SPE II Partners, LP	06/03/2014	Open Market Sales	16,016	$ 57.80	(1)
ESL Institutional Partners, L.P.	06/03/2014	Open Market Sales	56	$ 57.80	(1)
ESL Partners, L.P.	06/03/2014	Open Market Sales	148,662	$ 57.80	(1)
Edward S. Lampert	06/03/2014	Gift	270,364	$ 0.00
The Edward and Kinga Lampert Foundation	06/03/2014	Gift	270,364	$ 0.00
Edward S. Lampert	06/04/2014	Open Market Sales	134,089	$ 57.49	(2)
SPE Master II, LP	06/04/2014	Open Market Sales	15,519	$ 57.49	(2)
SPE II Partners, LP	06/04/2014	Open Market Sales	12,067	$ 57.49	(2)
ESL Institutional Partners, L.P.	06/04/2014	Open Market Sales	42	$ 57.49	(2)
ESL Partners, L.P.	06/04/2014	Open Market Sales	74,712	$ 57.49	(2)
The Edward and Kinga Lampert Foundation	06/04/2014	Open Market Sales	2,418	$ 57.49	(2)

(1) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $57.70 to $57.92 per Share. The Filing Persons undertake 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 $57.45 to $57.58 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.