UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Date Of Report (Date Of Earliest Event Reported): December 12, 2012

AutoNation, Inc.(Exact name of registrant as specified in its charter)

Delaware 1-13107 73-1105145(State or other jurisdiction

of incorporation) (Commission File Number)

(IRS EmployerIdentification No.)

200 SW 1st AveFort Lauderdale, Florida 33301

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code (954) 769-6000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the followingprovisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

As previously announced on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2009 (the“January 2009 8-K”) by AutoNation, Inc. (the “Company”), the Board of Directors of the Company approved a letter agreement with Toyota Motor Sales,U.S.A., Inc. (“Toyota,” and such agreement, as extended and amended, the “Toyota Agreement”) in order to, among other things, eliminate any potentialadverse consequences under Toyota's framework agreement with the Company in the event that ESL Investments, Inc. and certain investment affiliates of ESLInvestments, Inc. (together, “ESL”) acquired more than fifty percent (50%) of the Company's common stock. The Toyota Agreement also contains governance-related and other provisions as described in the January 2009 8-K. Based on a Schedule 13D/A filed by ESL with the SEC on November 28, 2012, ESLbeneficially owns approximately forty-four percent (44%) of the Company's common stock.

Under the Toyota Agreement, Toyota's consent (the “Consent”) to ESL acquiring more than fifty percent (50%) of the Company's common stock would haveterminated on December 31, 2012, solely with respect to ESL purchases of the Company's common stock after such date, unless it was extended by Toyota.

At ESL's request, Toyota has granted a one-year extension of its Consent under the Toyota Agreement (such extension, the "Fourth Extension Agreement"), andthe Company signed an acknowledgment to the Fourth Extension Agreement, which is dated December 12, 2012. Toyota's Consent under the ToyotaAgreement will now terminate on December 31, 2013 (unless it is terminated earlier as provided in the Toyota Agreement) with respect to purchases of theCompany's common stock by ESL after such date, provided that ESL may continue to seek successive annual one-year extensions of Toyota's Consent andToyota may not unreasonably withhold or delay its consent thereto, except that if ESL has owned fifty percent (50%) or less of the Company's outstandingcommon stock for two years preceding the date that ESL seeks an extension, then Toyota may withhold such consent in its sole discretion.

The foregoing summaries of the Toyota Agreement and the Fourth Extension Agreement are qualified in their entirety by reference to such agreements. TheToyota Agreement, together with all amendments thereto, including the Fourth Extension Agreement, are filed as exhibits hereto, and each is incorporated hereinby reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Toyota Agreement, dated January 28, 2009, among AutoNation, Inc., Toyota Motor Sales, U.S.A., Inc., ESL Investments, Inc. and certaininvestment affiliates of ESL Investments, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by AutoNation, Inc.on January 29, 2009).

10.2 First Extension Agreement, dated November 23, 2009, among AutoNation, Inc., Toyota Motor Sales, U.S.A., Inc., ESL Investments, Inc. andcertain investment affiliates of ESL Investments, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed onNovember 24, 2009).

10.3 Amendment, dated April 23, 2010, among AutoNation, Inc., Toyota Motor Sales, U.S.A., Inc., ESL Investments, Inc. and certain investmentaffiliates of ESL Investments, Inc. (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended March 31,2010 filed on April 23, 2010).

10.4 Second Extension Agreement, dated December 16, 2010, among AutoNation, Inc., Toyota Motor Sales, U.S.A., Inc., ESL Investments, Inc. andcertain investment affiliates of ESL Investments, Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on December17, 2010).

10.5 Extension and Amendment Agreement, dated November 29, 2011, among AutoNation, Inc., Toyota Motor Sales, U.S.A., Inc., ESL Investments,Inc. and certain investment affiliates of ESL Investments, Inc. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed onNovember 30, 2011).

10.6 Fourth Extension Agreement, dated December 12, 2012, among AutoNation, Inc., Toyota Motor Sales, U.S.A., Inc., ESL Investments, Inc. andcertain investment affiliates of ESL Investments, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by theundersigned hereunto duly authorized.

AUTONATION, INC.

Date: December 14, 2012 By: /s/ Jonathan P. Ferrando Jonathan P. Ferrando Executive Vice President, General Counsel and Secretary

December 12, 2012

Toyota Motor Sales, U.S.A., Inc.19001 South Western AvenueTorrance, California 90509

RE: AutoNation, Inc. Consent Agreement

Dear Sir or Madam:

Reference is made to that certain letter agreement dated as of January 28, 2009, as amended to date (the " Consent Agreement"), by andamong Toyota Motor Sales, U.S.A., Inc. ("Toyota"), AutoNation, Inc. ("AutoNation"), ESL Investments, Inc. and its investment affiliates set forth onExhibit A to the Consent Agreement, and such other investment affiliates of ESL Investments, Inc. and individuals that have been added as parties to theConsent Agreement pursuant to paragraph 7 of the Consent Agreement. Capitalized terms used but not defined in this letter agreement shall have the meaningsascribed thereto in the Consent Agreement.

Each of the parties hereto hereby: (i) agrees that the "Termination Date" of the Consent Agreement as set forth in paragraph 5 thereto, whichpreviously read "December 31, 2012," shall be amended to read "December 31, 2013," and (ii) reaffirms the terms of the Consent Agreement, as furtherextended by this letter agreement, and agrees that the Consent Agreement, as amended hereby, shall remain in full force and effect until terminated inaccordance with its terms. ESL Investments, Inc. represents that (a) all of its affiliates whose sole business is to invest in securities and related instrumentsand that Own (as such term is defined in the Framework Agreement) Common Stock are signatories to this letter agreement and (b) William Crowley is nolonger a director, officer or principal of ESL Investments, Inc. or any such affiliate. Based on the foregoing representations, each of the parties heretoacknowledges that the signatories to this letter agreement are an accurate and complete list of the parties to the Consent Agreement as of the date hereof.

This letter agreement (a) may not be amended, waived or modified except by an instrument in writing signed by Toyota, AutoNation andESL Investments, Inc. and (b) may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but which whentaken together shall constitute one and the same letter agreement.

Please acknowledge your agreement to the foregoing by signing and returning to the undersigned as soon as possible a counterpart of thisletter.

* * *

Very truly yours,

ESL INVESTMENTS, INC.

By: /s/ Edward S. LampertName: Edward S. LampertTitle: Chief Executive Officer

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. LampertName: Edward S. LampertTitle: 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. LampertName: Edward S. LampertTitle: 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. LampertName: Edward S. LampertTitle: Chief Executive Officer

CBL PARTNERS, L.P.

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

By: /s/ Edward S. LampertName: Edward S. LampertTitle: Chief Executive Officer

RBS PARTNERS, L.P.

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

By: /s/ Edward S. LampertName: Edward S. LampertTitle: Chief Executive Officer

RBS INVESTMENT MANAGEMENT, L.L.C.

By: ESL Investments, Inc., as its manager

By: /s/ Edward S. LampertName: Edward S. LampertTitle: 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. LampertName: Edward S. LampertTitle: 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. LampertName: Edward S. LampertTitle: Chief Executive Officer

EDWARD S. LAMPERT

/s/ Edward S. Lampert

ACKNOWLEDGED AND AGREED TOAS OF THE DATE FIRST WRITTEN ABOVE:

TOYOTA MOTOR SALES, U.S.A., INC.

/s/ Randy PflughauptBy: Randy Pflughaupt Its: Group Vice President, Sales Administration

AUTONATION, INC.

/s/ Michael E. MarooneMichael E. Maroone, President