Washington, D.C. 20549







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



Date of Report (Date of earliest event reported): April 25, 2012


Lithia Motors, Inc.

(Exact Name of Registrant as specified in its charter)



(State or other jurisdiction of incorporation)


(Commission File Number)

93 - 0572810

(IRS Employer Identification No.)


360 E. Jackson Street

Medford, Oregon 97501

(Address of Principal Executive Office)


Registrant's telephone number including area code 541-776-6868


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:


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] 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.


On April 25, 2012, Lithia Motors, Inc. issued a press release announcing financial results for the 2012 1st quarter. A copy of the press release is attached as Exhibit 99.1.


Item 7.01 Regulation FD Disclosure.


Attached as Exhibit 99.2 is a copy of the Company’s investor presentation highlighting first quarter results, which has been added to the Company’s Investor Relations web page on www.lithia.com.of the Company’s investor slide deck to be presented at the quarterly earnings conference call on April 25, 2012.


Item 8.01 Other Information.


On April 25, 2012, Lithia Motors, Inc. announced a $0.10 per share cash dividend, to be paid on May 25, 2012 to shareholders of record as of May 11, 2012.



Item 9.01 Financial Statements and Exhibits.
  (a) Not applicable.
  (b) Not applicable.
  (c) Not applicable.
  (d) Exhibits.
    99.1  Press Release - Earnings Release
    99.2  Press Release - Powerpoint Presentation





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.







Date: April 25, 2012










/s/ Andrew H. Ognall

Andrew H. Ognall

Assistant Secretary