UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934







Date of Report: February  20, 2013

(Date of earliest event reported)




Lithia Motors, Inc.

(Exact name of registrant as specified in its charter)





OR

(State or other jurisdiction 
of incorporation)


001-14733

(Commission File Number)


93-0572810

(IRS Employer 
Identification Number)






150 N. Bartlett St, Medford, OR

(Address of principal executive offices)

 

97501

(Zip Code)




541-776-6401
(Registrant's telephone number, including area code)




Not Applicable
(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 following provisions:


 
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 2.02. Results of Operations and Financial Condition



Lithia Motors, Inc. (the "Company") issued an earnings release on February 20, 2012, announcing its financial results for the fourth quarter and twelve months ended December 31, 2012. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report.



The information furnished in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits

             99.1       Press Release of Lithia Motors, Inc. dated February  20, 2013




SIGNATURE

      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 the undersigned hereunto duly authorized.








Dated: February  20, 2013



LITHIA MOTORS, INC.

By:  /s/ Christopher S. Holzshu                      

     Christopher S. Holzshu

     SVP and CFO







Exhibit Index



Exhibit No.
Description


99.1
Press Release of Lithia Motors, Inc. dated February  20, 2013